e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2007
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from
to
Commission File Number 000-51828
EAGLE TEST SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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36-2917389 |
(State of incorporation)
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(I.R.S. Employer Identification No.) |
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2200 Millbrook Drive, Buffalo Grove, Illinois
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60089 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (847) 367-8282
(Former Name, Former Address and Former Fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date:
22,974,177 shares of Common Stock, par value $0.01 per share, outstanding as of January 31, 2008.
Table of Contents
EAGLE TEST SYSTEMS, INC.
(The Company)
INDEX
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18 |
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19 |
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Certification of CEO Pursuant to Section 302 |
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Certification of CFO Pursuant to Section 302 |
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Certification Pursuant to 18 U.S.C. Section 1350 |
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Certification |
Certification |
Certification |
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
EAGLE TEST SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
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December 31, |
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September 30, |
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2007 |
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2007 |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
17,192 |
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$ |
10,302 |
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Marketable securities |
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97,820 |
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102,215 |
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Accounts receivable, net of allowances of $596 and $585 |
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23,976 |
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18,238 |
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Inventories |
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26,265 |
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22,233 |
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Deferred income taxes |
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5,016 |
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4,410 |
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Prepaid expenses and other current assets |
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1,371 |
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3,857 |
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Total current assets |
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171,640 |
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161,255 |
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Property, plant and equipment, net |
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10,844 |
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10,782 |
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Other assets |
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542 |
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533 |
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Total assets |
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$ |
183,026 |
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$ |
172,570 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
8,676 |
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$ |
6,079 |
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Current portion of capital lease obligations |
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269 |
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270 |
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Deferred revenue |
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7,739 |
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6,441 |
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Accrued compensation and related liabilities |
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3,171 |
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3,357 |
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Accrued income taxes |
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1,574 |
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416 |
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Other accrued expenses |
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2,773 |
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2,659 |
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Total current liabilities |
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24,202 |
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19,222 |
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Long-term liabilities: |
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Capital lease obligations, less current portion |
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56 |
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124 |
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Deferred income taxes |
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825 |
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900 |
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Other long-term liabilities |
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437 |
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434 |
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Total long-term liabilities |
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1,318 |
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1,458 |
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Stockholders equity: |
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Preferred stock, par value $0.01 per share 10,000,000
shares authorized, no shares issued or outstanding as
of December 31, 2007 and September 30, 2007 |
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Common stock, par value $0.01 per share, 90,000,000
shares authorized, 22,974,177 shares issued and
outstanding as of December 31, 2007 and September 30,
2007 |
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230 |
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230 |
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Additional paid in capital |
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174,764 |
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174,474 |
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Accumulated deficit |
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(17,488 |
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(22,814 |
) |
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Total stockholders equity |
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157,506 |
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151,890 |
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Total liabilities and stockholders equity |
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$ |
183,026 |
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$ |
172,570 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
EAGLE TEST SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME
(In thousands, except share and per share data)
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Three Months |
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Ended December 31, |
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(unaudited) |
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2007 |
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2006 |
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Net revenue |
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$ |
31,000 |
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$ |
24,036 |
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Cost of goods sold |
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11,939 |
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9,877 |
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Gross profit |
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19,061 |
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14,159 |
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Operating expenses |
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Selling, general and administrative |
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9,292 |
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7,414 |
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Research and development |
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2,909 |
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2,154 |
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Operating income |
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6,860 |
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4,591 |
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Interest expense |
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6 |
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16 |
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Other (income) and expense |
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Income from marketable securities |
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(1,148 |
) |
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(1,254 |
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Other income |
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(9 |
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Income before taxes |
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8,002 |
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5,838 |
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Provision for income taxes |
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2,676 |
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1,972 |
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Net income |
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$ |
5,326 |
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$ |
3,866 |
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Net income per share, basic and diluted |
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$ |
0.23 |
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$ |
0.17 |
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Weighted average shares outstanding, basic |
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22,974,177 |
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22,834,508 |
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Weighted average shares outstanding, diluted |
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23,121,758 |
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23,096,885 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
EAGLE TEST SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
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Three Months Ended |
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December 31, |
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2007 |
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2006 |
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(unaudited) |
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Cash flows from operating activities: |
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Net income |
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$ |
5,326 |
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$ |
3,866 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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912 |
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909 |
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Gain on sale of property and equipment |
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(9 |
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Non-cash compensation related to stock options |
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290 |
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5 |
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Deferred income taxes |
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(681 |
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(432 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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(5,738 |
) |
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6,205 |
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Inventories |
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(4,032 |
) |
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564 |
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Prepaid expenses and other current assets |
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2,486 |
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943 |
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Other assets |
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(9 |
) |
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44 |
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Accounts payable |
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2,597 |
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(1,574 |
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Deferred revenue |
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1,298 |
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(5,921 |
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Accrued compensation and related liabilities |
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(186 |
) |
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(2,977 |
) |
Accrued income taxes |
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1,158 |
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328 |
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Other accrued expenses |
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114 |
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(761 |
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Other liabilities |
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3 |
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17 |
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Net cash provided by operating activities |
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3,538 |
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1,207 |
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Cash flows from investing activities: |
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Net purchases of marketable securities |
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(3,700 |
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Net proceeds from the sales of marketable securities |
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4,395 |
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Sale of property and equipment |
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9 |
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Capital expenditures |
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(974 |
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(317 |
) |
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Net cash provided by (used in) investing activities |
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3,421 |
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(4,008 |
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Cash flows from financing activities: |
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Payments of capital lease obligations |
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(69 |
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(64 |
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Proceeds from issuance of common stock, net of issuance costs |
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34,253 |
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Net cash provided by (used in) financing activities |
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(69 |
) |
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34,189 |
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Net increase in cash and cash equivalents |
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6,890 |
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31,388 |
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Cash and cash equivalents at beginning of period |
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10,302 |
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51,071 |
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Cash and cash equivalents at end of period |
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$ |
17,192 |
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$ |
82,459 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
EAGLE
TEST SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
(Unaudited)
1. The Company
Eagle Test Systems, Inc. (the Company) designs, manufactures, sells, and services automated
test equipment (ATE) for the semiconductor industry. The Companys test systems test analog,
mixed-signal, and RF (Radio Frequency) semiconductor devices. Semiconductor designers and
manufacturers worldwide use semiconductor test systems to test devices at different stages during
the manufacturing process. These tested devices are incorporated into a wide range of products,
including digital cameras, MP3 players, cellular telephones, video/multimedia products, automotive
electronics, computer peripherals, and notebook and desktop computers. The Company is headquartered
in Buffalo Grove, Illinois, where the Company develops and manufactures its test systems. The
Company operates in one industry segment: the design, manufacture and marketing of automated test
equipment. The Company also maintains various offices worldwide for sales, service and research to
support its customer base directly. The operations of, and net investment in, foreign subsidiaries
are not material.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of
the Company and its wholly owned foreign subsidiaries. All significant intercompany transactions
and balances have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements have been prepared by
the Company in accordance with accounting principles generally accepted in the United States for
interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, the accompanying condensed statements do not include all of the information and
footnotes required by accounting principles generally accepted in the United States for complete
financial statements. The accompanying unaudited condensed consolidated financial information
should be read in conjunction with the audited consolidated financial statements and notes thereto
for the year ended September 30, 2007, included in the Companys Annual Report on Form 10-K. The
results for interim periods are not necessarily indicative of the results to be expected for the
year.
Preparation of Financial Statements and Use of Estimates
The accompanying unaudited condensed consolidated financial statements have been prepared by
the Company and reflect all adjustments of a normal recurring nature, which, in the opinion of
management, are necessary for the fair statement of the results. The preparation of consolidated
financial statements in conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of income and expenses during the reporting periods.
Actual results can differ from those estimates.
Stock Options
The Company records compensation expense using the fair value of options granted over the
vesting period on a straight-line basis including those options that are subject to graded vesting.
Under Statement of Financial Accounting Standard (SFAS) No. 123R, the Company uses the Black
Scholes Option Pricing Model to determine the fair value of the options granted. This model uses
such factors as the market price of the underlying shares at date of issuance, exercise price of
the option, the expected term of the option, which is approximately six years, utilizing the
simplified method as set forth in Staff Accounting Bulletin (SAB) No. 107, a risk free interest
rate range of approximately 3.2% to 4.9% and an expected volatility rate range of approximately 54%
to 67% based upon a peer group of companies given limited historical data for the Companys own
stock. The resulting fair value of $2,260 for options granted thus far in fiscal 2008 will be
amortized to expense as vesting occurs, which is over approximately five years. Expense recognized
under SFAS 123R for the three months ended December 31, 2007 and 2006 was $290 ($242 net of taxes)
or $0.01 per basic and diluted share and $5 ($2 net of taxes) or $0.00 per basic and diluted share,
respectively.
6
EAGLE TEST SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
(Unaudited)
3. Inventories
Inventories consist of the following:
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December 31, |
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September 30, |
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2007 |
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2007 |
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Raw materials |
|
$ |
8,374 |
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$ |
7,766 |
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Work-in-process |
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|
7,514 |
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|
4,499 |
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Finished goods |
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|
8,318 |
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8,317 |
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Inventory at customers under purchase orders |
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|
2,059 |
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|
1,651 |
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$ |
26,265 |
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$ |
22,233 |
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The Companys policy is to establish inventory reserves when conditions exist that suggest
inventory may be in excess of anticipated demand or is obsolete based upon assumptions about future
demand for products or market conditions. The Company regularly evaluates the ability to realize
the value of its inventory based on a combination of factors including the following: forecasted
sales or usage, estimated product end-of-life dates, estimated current and future market value and
new product introductions. Purchasing and alternative usage options are also explored to mitigate
obsolete inventory exposure. When recorded, reserves are intended to reduce the carrying value of
inventory to its net realizable value. Inventory of $26,265 is stated net of inventory reserves of
$8,903 as of December 31, 2007. Inventory of $22,233 is stated net of inventory reserves of $8,377
as of September 30, 2007. If actual demand for products deteriorates or market conditions are less
favorable than those the Company projects, additional inventory reserves may be required.
4. Stockholders Equity
Equity Offerings
On October 3, 2006, the Company completed a public offering to sell 2,000,000 shares of common
stock to the public at an offering price of $16.50 per share, generating net proceeds of $30,524,
which includes $422 of offering expenses recorded in the fiscal year ended September 30, 2006.
Because the shares were sold on September 27, 2006, the transaction was included in stockholders
equity and the gross proceeds of $31,185 recorded as a receivable from the sale of common stock in
the consolidated balance sheet as of September 30, 2006. On October 11, 2006, the underwriters
exercised their option to purchase an additional 200,000 shares of common stock at an offering
price of $16.50 per share, generating net proceeds of $3,119.
7
EAGLE TEST SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
(Unaudited)
5. Net Income Per Share
Basic net income per common share is computed by dividing net income available to common
stockholders by the weighted-average number of common shares outstanding for the period. Diluted
income per common share reflects the maximum dilution that would have resulted from the assumed
exercise of stock options and is computed by dividing net income by the weighted-average number of
common shares and all dilutive securities outstanding unless the computation is anti-dilutive.
A reconciliation between basic and diluted earnings per share (EPS) is as follows:
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Three Months Ended |
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Net income |
|
$ |
5,326 |
|
|
$ |
3,866 |
|
Basic EPS: |
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding |
|
|
22,974,177 |
|
|
|
22,834,508 |
|
Basic net income per common share |
|
$ |
0.23 |
|
|
$ |
0.17 |
|
|
|
|
|
|
|
|
Diluted EPS: |
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding |
|
|
22,974,177 |
|
|
|
22,834,508 |
|
Plus impact of stock options |
|
|
147,581 |
|
|
|
262,377 |
|
|
|
|
|
|
|
|
Diluted common shares |
|
|
23,121,758 |
|
|
|
23,096,885 |
|
|
|
|
|
|
|
|
Diluted EPS |
|
$ |
0.23 |
|
|
$ |
0.17 |
|
|
|
|
|
|
|
|
8
EAGLE TEST SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share and per share data)
(Unaudited)
6. Income Taxes
The Company accounts for income taxes under the asset and liability method whereby the
expected future tax consequences of temporary differences between the book value and the tax basis
of assets and liabilities are recognized as deferred tax assets and liabilities, using enacted tax
rates in effect for the year in which the differences are expected to be recognized. The Companys
effective tax rate will vary to the extent items used to derive book taxable income are not
deductible for income tax purposes. The Companys income tax expense was $2,676 for a 33.4%
effective tax rate, and $1,972 for a 33.8% effective tax rate for the three month periods ended
December 31, 2007 and 2006, respectively.
In June 2006, the FASB issued FIN 48, Accounting for Uncertainty in Income Taxesan
interpretation of FASB Statement No. 109, which prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. This Interpretation also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods, disclosure and transition,
and is effective for fiscal years beginning after December 15, 2006. Accordingly, we adopted FIN 48
effective October 1, 2007. The adoption did not have an effect on our results of operations or
financial condition. We did not have any unrecognized tax benefits as of October 1, 2007 or
December 31, 2007. In addition, we have not accrued for interest and penalties related to
unrecognized tax benefits. However, if interest and penalties would need to be accrued related to
unrecognized tax benefits, such amounts would be recognized as a component of income tax expense,
while prior to adoption of FIN 48, this related interest and penalties were recognized as
components of interest expense and selling, general and administrative expense, respectively.
The Company is subject to U.S. federal income tax, as well as income tax from multiple state
and foreign jurisdictions. As of December 31, 2007, we are no longer subject to U.S. federal
income tax examination for fiscal years before 2005. We are no longer subject to major state or
foreign income tax examination for fiscal years before 2004. The Company does not anticipate any
material adjustments to its financial statements resulting from tax examinations currently in
progress.
7. Commitments and Contingencies
Contingencies
The Companys sales agreements indemnify its customers for any expenses or liabilities
resulting from claimed infringements of patents, trademarks, or copyrights of third parties. The
terms of these indemnification agreements are generally indefinite after execution of the
agreement. The maximum amount of potential future indemnification is unlimited. However, to date,
the Company has not paid any claims or been required to defend any lawsuits with respect to any
claim.
From time to time, the Company may have certain contingent liabilities that arise in the
ordinary course of its business activities. The Company accrues contingent liabilities when it is
probable that future expenditures will be made and such expenditures can be reasonably estimated.
In the opinion of management, there are no pending claims of which the outcome is expected to
result in a material adverse effect on the financial position, results of operations, or cash flows
of the Company.
Product Warranty
The Companys systems are sold with warranty provisions that require the Company to remedy
deficiencies in quality or performance of its products over a period ranging from 12 to 24 months.
The policy of the Company is to establish warranty reserves at the time revenue is recognized at
levels that represent the estimate of costs that will be incurred to fulfill those warranty
requirements.
The following table shows the details of the product warranty accrual:
Product Warranty Activity
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Balance at beginning of period |
|
$ |
993 |
|
|
$ |
1,068 |
|
Warranty expenditures |
|
|
(750 |
) |
|
|
(587 |
) |
Provisions for warranty |
|
|
748 |
|
|
|
268 |
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
991 |
|
|
$ |
749 |
|
|
|
|
|
|
|
|
9
Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
Forward Looking Statements And Projections
This Quarterly Report on Form 10-Q contains forward looking statements. Forward looking
statements relate to future events or our future financial performance. We generally identify
forward looking statements by terminology such as may, will, should, expects, plans,
anticipates, could, intends, target, projects, contemplates, believes, estimates,
predicts, potential or continue or the negative of these terms or other similar words. These
statements are only predictions. We have based these forward looking statements largely on our
current expectations and projections about future events and financial trends that we believe may
affect our business, results of operations and financial condition. The outcome of the events
described in these forward looking statements is subject to risks, uncertainties and other factors
described in Managements Discussion and Analysis of Financial Condition and Results of
Operations, and elsewhere in this Quarterly Report on Form 10-Q, and in the Risk Factors
contained in the Annual Report on Form 10-K for the period ended September 30, 2007. Accordingly,
you should not rely upon forward looking statements as predictions of future events. We cannot
assure you that the events and circumstances reflected in the forward looking statements will be
achieved or occur, and actual results could differ materially from those projected in the forward
looking statements. The forward looking statements made in this Quarterly Report on Form 10-Q
relate only to events as of the date on which the statements are made. We undertake no obligation
to update any forward looking statement to reflect events or circumstances after the date on which
the statement is made or to reflect the occurrence of unanticipated events.
Overview
We design, manufacture, sell and service high-performance ATE for the semiconductor industry.
Our test equipment addresses our customers volume production needs and is designed to enable our
customers to achieve low overall cost-of-test per device. Our innovative products test analog,
mixed-signal and RF semiconductors. Semiconductors tested by our systems are incorporated into a
wide range of products in high-growth markets, including digital cameras, MP3 players, cellular
telephones, video/multimedia products, automotive electronics, computer peripherals, and notebook
and desktop computers.
Our business and operating results depend significantly on the level of capital expenditures
by companies in the semiconductor industry. Historically, the semiconductor industry has been
highly cyclical with recurring periods of over-supply and under-supply, which has resulted in wide
fluctuations in demand for our products and services. These demand fluctuations have resulted in
significant variations in our revenue, expenses and results of operations in the periods presented.
For example, our net revenue in the three months ended December 31, 2007 was $31.0 million,
compared to $20.8 million in the three months ended September 30, 2007. Fluctuations are likely to
continue in future periods.
Changes in industry conditions often occur very rapidly and can be very difficult to predict.
Thus, we cannot foresee the timing and extent of such changes or their effect on our customer
orders and revenue with significant accuracy. In addition, these cycles typically have a
disproportionately negative impact on capital equipment manufacturers, including providers of test
systems. As part of our strategy to address this volatility and lack of visibility, we outsource a
substantial portion of our manufacturing functions to third party subcontractors. The purpose of
this strategic outsourcing model is to reduce our fixed costs and working capital requirements,
making our expense structure more flexible during downturns. Outsourcing also allows us to increase
production rapidly to capitalize on market opportunities during upturns. We believe our outsourcing
strategy provides us with the flexibility to respond more rapidly to changes in industry conditions
and demand for our test systems.
Historically, a significant portion of our revenue in each quarter and year has been derived
from sales to relatively few customers. While we seek to expand and diversify our customer base, we
expect our revenue to continue to be derived from a small number of customers. In the three months
ended December 31, 2007, sales to Texas Instruments Incorporated accounted for 45.5% of our net
revenue, and sales to our five largest customers accounted for an aggregate of 68.1% of our net
revenue. In the three months ended December 31, 2006, sales to Texas Instruments Incorporated and
Allegro Microsystems Incorporated accounted for 20.6% and 13.3% of our net revenue, respectively,
and sales to our five largest customers accounted for an aggregate of 55.6% of our net revenue.
During a given quarter, a significant portion of our revenue may be derived from the sale of a
relatively small number of test systems. Our test systems range widely in average selling price,
depending upon many factors such as model, configuration and level of testing resources sold with
the system. Consequently, a small change in the number or product mix of systems sold may cause
significant changes in our operating results. Thus, we do not believe that period-to-period
comparisons of our financial results are necessarily meaningful, and they should not be relied upon
as an indication of our future performance.
On October 3, 2006, the Company closed a public offering to sell 2,000,000 shares of common
stock to the public at an offering price of $16.50 per share, generating net proceeds of $30,524.
Since the shares were sold on September 27, 2006, the transaction was included in stockholders
equity and the gross proceeds of $31,185 recorded as a receivable from sale of common stock as of
September 30, 2006. On October 11, 2006, the underwriters exercised their option to purchase an
additional 200,000 shares, generating net proceeds of $3,119. The Company retained the proceeds for
working capital and general corporate purposes.
10
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally
accepted in the United States requires us to make estimates, assumptions and judgments that affect
the amounts reported in our financial statements and the accompanying notes. We base our estimates
on historical experience and various other assumptions that we believe to be reasonable. Although
these estimates are based on our present best knowledge of the future impact on us of current
events and actions, actual results may differ from these estimates, assumptions and judgments.
We consider critical those accounting policies that require our most subjective or complex
judgments, which often result from a need to make estimates about the effect of matters that are
inherently uncertain, and that are among the most important of our accounting policies in the
portrayal of our financial condition and results of operations. These critical accounting policies
are: revenue recognition, valuation of excess and obsolete inventory, accounting for warranty
reserves, determination of our allowance for sales returns and uncollectibles, and stock-based
compensation.
Revenue Recognition. We derive revenue primarily from sales of test systems and individual
resource boards. Substantially all of our revenue to date has been denominated in United States
dollars. Revenue related to test system sales is recognized when:
|
|
|
we have a written sales agreement; |
|
|
|
|
delivery has occurred or services have been rendered; |
|
|
|
|
the price is fixed or determinable; and |
|
|
|
|
collectibility is reasonably assured. |
Installation services are generally part of the test system sale. Revenue from test system
sales is deferred until the test system is delivered, installed and accepted at the customer
location.
When sales to a customer involve multiple elements, revenue is recognized on the delivered
element, provided that the undelivered element is a standard product with evidence of fair value,
there is a history of acceptance of the product with the customer, and the undelivered element is
not essential to the customers application. When a sale of a test system includes post contract
customer support, or PCS, revenue for the PCS is recognized ratably over the PCS period. Revenue
related to individual resource boards is recognized upon shipment.
In a few instances we have entered into short-term rental agreements with customers for the
use of our test systems. We recognize rental revenue ratably over the applicable rental period.
Rental revenue is included as a component of test system sales and has been immaterial to date.
Inventory Reserves. We state our inventories at the lower of cost or estimated market value,
determined on a first-in, first-out method. We establish inventory reserves when conditions exist
that suggest inventory may be in excess of anticipated demand or is obsolete based upon assumptions
about future demand for test systems or market conditions. We evaluate the ability to realize the
value of our inventory based on a combination of factors, including forecasted sales or usage,
estimated product end-of-life dates, estimated current and future market value and new product
introductions. Purchasing and alternative usage options are also explored to mitigate obsolete
inventory exposure. If actual demand for test systems deteriorates or market conditions are less
favorable than those we project, additional inventory reserves may be required.
We determine the valuation of excess and obsolete inventory by making our best estimate
considering the current quantities of inventory on hand and our forecast of the need for this
inventory to support future sales of our test systems. We often have limited information on which
to base our forecasts. If future sales differ from these forecasts, the valuation of excess and
obsolete inventory may change.
Warranty Reserves. Our test systems are sold with warranty provisions that require us to
remedy deficiencies in quality or performance of our test systems. We are also subject to laws and
regulations in the various countries in which we sell regarding vendor obligations to ensure
product performance. At the time we recognize revenue from a test systems sale, we determine the
reserve for the future cost of meeting our obligations under the standard warranties and product
performance laws and regulations by
11
considering our historical experience with the costs of meeting these obligations. If the future
costs of meeting these obligations differ from our historical experience, additional reserves for
warranty obligations may be required.
Allowance for Sales Returns and Uncollectibles. We determine our allowance for sales returns
and uncollectibles by making our best estimate considering our historical accounts receivable
collection experience, current economic trends, changes in customer payment terms and recent
information that we have about the current status of our accounts receivable balances. If future
conditions cause our collections experience to change or if we later obtain different information
about the status of any or all of our accounts receivable, additional allowances for sales returns
and uncollectibles may be required.
Stock-Based Compensation. We expense stock options based upon the fair market value on the
date of grant. We are amortizing the fair market value of options granted over the vesting service
period of the options. Under Statement of Financial Accounting Standard (SFAS) No. 123R, the
Company uses the Black Scholes Option Pricing Model to determine the fair value of the options
granted. This model uses such factors as the market price of the underlying shares at date of
issuance, exercise price of the option, the expected term of the option, which is approximately six
years, utilizing the simplified method as set forth in Staff Accounting Bulletin (SAB) No. 107, a
risk free interest rate range of approximately 3.2% to 4.9% and an expected volatility rate range
of approximately 54% to 67% based upon a peer group of companies given limited historical data for
the Companys own stock. Expense recognized for the three months ended December 31, 2007 and 2006
was $290 and $5, respectively.
Income Taxes. In June 2006, the FASB issued FIN 48, Accounting for Uncertainty in Income
Taxesan interpretation of FASB Statement No. 109, which prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. This Interpretation also provides guidance on
de-recognition, classification, interest and penalties, accounting in interim periods, disclosure
and transition, and is effective for fiscal years beginning after December 15, 2006. Accordingly,
we adopted FIN 48 effective October 1, 2007. The adoption did not have an effect on our results of
operations or financial condition. We did not have any unrecognized tax benefits as of October 1,
2007 or December 31, 2007.
Results of Operations
The following sets forth certain operating data as a percentage of net revenue for the periods
presented:
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Ended |
|
|
December 31, |
|
|
2007 |
|
2006 |
Net revenue |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of goods sold |
|
|
38.5 |
|
|
|
41.1 |
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
61.5 |
|
|
|
58.9 |
|
Operating expenses |
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
30.0 |
|
|
|
30.8 |
|
Research and development |
|
|
9.4 |
|
|
|
9.0 |
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
22.1 |
|
|
|
19.1 |
|
Interest expense |
|
|
|
|
|
|
0.1 |
|
Income from marketable securities |
|
|
(3.7 |
) |
|
|
(5.3 |
) |
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
25.8 |
|
|
|
24.3 |
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
|
8.6 |
|
|
|
8.2 |
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
17.2 |
% |
|
|
16.1 |
% |
|
|
|
|
|
|
|
|
|
The following sets forth our net revenue breakdown by geographic region, in thousands and as a
percentage of net revenue, during the periods presented. Substantially all of our revenue to date
has been denominated in United States dollars in thousands.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
United States |
|
$ |
9,388 |
|
|
|
30.3 |
% |
|
$ |
11,321 |
|
|
|
47.1 |
% |
China |
|
|
3,953 |
|
|
|
12.8 |
|
|
|
* |
|
|
|
* |
|
Malaysia |
|
|
10,290 |
|
|
|
33.2 |
|
|
|
5,004 |
|
|
|
20.8 |
|
Other |
|
|
7,369 |
|
|
|
23.7 |
|
|
|
7,711 |
|
|
|
32.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
31,000 |
|
|
|
100.0 |
% |
|
$ |
24,036 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Less than 10% of total revenues |
12
The following customers accounted for 10% or more of our net revenue in one or more of the
periods presented:
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Ended |
|
|
December 31, |
|
|
2007 |
|
2006 |
Allegro Microsystems Incorporated |
|
|
* |
% |
|
|
13.3 |
% |
Texas Instruments Incorporated |
|
|
45.5 |
|
|
|
20.6 |
|
|
|
|
* |
|
Less than 10% of total revenues. |
Comparison of Three Months Ended December 31, 2007 and 2006
Net Revenue. Net revenue increased to $31.0 million in the three months ended December 31,
2007, an increase of $7.0 million or 29.0% over the comparable period in the preceding year. This
increase was primarily due to a $9.1 million increase in test system sales to Texas Instruments
Incorporated.
Gross Profit. Gross profit was $19.1 million, or 61.5% of net revenue, in the three months
ended December 31, 2007 and $14.2 million, or 58.9% of net revenue, in the same period in the prior
fiscal year. The increase in gross profit as a percentage of net revenue was primarily due to
increased sales and better utilization of overhead costs and manufacturing personnel due to higher
volume production as compared to the same period in the prior fiscal year. Additionally, gross
profit percentage in the prior fiscal year was adversely impacted by additional inventory reserves
of $0.3 million.
Selling, General and Administrative. SG&A expenses were $9.3 million, or 30.0% of net revenue,
in the three months ended December 31, 2007, and $7.4 million, or 30.8% of net revenue, in the same
period in the prior fiscal year, an increase of $1.9 million. The increase in SG&A expenses in the
current quarter compared to the same period in the prior year was primarily due to $0.7 million of
additional incentive compensation and warranty accruals as a result of increased system sales and
better operating performance, and $0.6 million of increased personnel costs related to sales and
application engineers hired during the past year to support new customer initiatives, both
domestically and internationally.
Research and Development. R&D expenses were $2.9 million, or 9.4% of net revenue, in the three
months ended December 31, 2007, and $2.2 million, or 9.0% of net revenue, in the same period in the
prior fiscal year, an increase of $0.8 million. The increase in R&D expenses in the current quarter
compared to the same period in the prior year was primarily due to $0.3 million in additional
personnel and related facility costs for headcount and $0.4 million in additional contract R&D
expenditures for project related work.
Interest Expense. Interest expense was $6,000 and $16,000 for the three months ended December
31, 2007 and 2006, respectively. Interest expense is related to our capital lease obligations.
Other Income. Other income decreased to income of $1.1 million for the three months ended
December 31, 2007, compared to $1.3 million for the same period in the prior fiscal year, primarily
due to an increase in the percentage of tax exempt investments included in our investment
portfolio, which earn a lower rate of interest.
Provision for Income Taxes. Our income tax expense was $2.7 million, a 33.4% effective tax
rate, in the three months ended December 31, 2007 and $2.0 million, a 33.8% effective tax rate, in
the same period in the prior fiscal year.
13
Liquidity and Capital Resources
Since our inception and prior to our initial public offering closed on March 14, 2006, we have
financed our operations primarily through cash generated from operations. On October 3, 2006, we
closed a public offering to sell 2,000,000 shares of common stock, generating net proceeds of $30.9
million. Since the shares were sold on September 27, 2006, the transaction was included in
stockholders equity and the gross proceeds of $31.2 million was recorded as a receivable from sale
of common stock as of September 30, 2006. On October 11, 2006, the underwriters exercised their
option to purchase an additional 200,000 shares, generating net proceeds of $3.1 million
Our balance in cash, cash equivalents and marketable securities increased from $112.5 million
as of September 30, 2007 to $115.0 million as of December 31, 2007. Operating activities during the
three months ended December 31, 2007 provided cash of $3.5 million, due to income of $5.3 million
resulting primarily from sales of test systems, an increase of $2.6 million in accounts payable due
to a standard lag in payment on purchases used to support increased sales activity, a $2.5 decrease
in other current assets resulting primarily from a decrease in prepaid income taxes and a $1.2
million increase in accrued income taxes due to higher operating levels. These increases in working
capital were offset in part by uses of working capital driven by an increase in accounts receivable
(net of deferred revenue) of $4.4 million due to increased sales activity, and an increase in
inventory of $4.0 million due to additional component purchases, work-in-process, and finished
goods to support projected sales activity. Investing activities used cash to purchase capital
equipment of $1.0 million, which primarily represented test and computer equipment for use in
product and application development.
We believe our existing cash balance and marketable securities will be adequate to meet our
anticipated cash needs for at least the next twelve months. Our future capital requirements will
depend on many factors, including our rate of revenue growth, the timing and extent of spending to
support product development efforts, the expansion of sales and marketing activities, the timing of
introductions of new products and enhancements to existing products, the costs to ensure access to
adequate manufacturing capacity, and the continuing market acceptance of our products. To the
extent that our existing cash, cash equivalents and short-term investments balances and any cash
from operations are insufficient to fund our future activities, we may need to raise additional
funds through bank lines of credit or public or private equity or debt financing. Although we are
currently not a party to any agreement or letter of intent with respect to potential investments
in, or acquisitions of, complementary businesses, products or technologies, we may enter into these
types of arrangements in the future, which could also require us to seek additional equity or debt
financing. Additional funds may not be available on terms favorable to us, or at all.
14
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As of December 31, 2007, most of our investments represent investment-grade securities
focused on preservation of principal, with interest rates that are reset every 7 to 28 days, and
have a put option to convert to cash within 2 to 5 days.
Our investments are principally in municipal bonds that are either variable rate demand notes
or auction rate securities. The variable rate demand notes are backed by a letter of credit of
major A-rated financial institutions and the interest rates are reset every 7 to 28 days. These
instruments are considered highly liquid and high quality municipal instruments, which are rated A
or better. Auction rate securities obtain monoline insurance to provide a guaranty and increase
the investment grade of the municipal bond. Recently, some of these monoline insurance companies
have come under pressure due to their exposure to loans in the sub prime mortgage market and to
collateralized debt obligation instruments. Some of these monoline insurers have themselves been
downgraded from a AAA rating to a AA rating. We do not have any investments that are directly
related to the sub prime mortgage market or to collateralized debt obligation instruments. We have
determined that our investments in municipal bonds continue to meet our investment criteria and
liquidity requirements. None of our investments are currently on credit watch or are trading below
par value.
Our revenues and expenses are denominated in U.S. dollars. In addition, our sales
contracts are also denominated in U.S. dollars. As a result, we have little exposure to currency
exchange risks. We do not currently enter into forward exchange contracts to hedge exposure
denominated in foreign currencies or any other derivative financial instruments for trading or
speculative purposes. In the future, if we feel our foreign currency exposure has increased, we may
consider entering into hedging transactions to help mitigate that risk.
Item 4.
Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial
officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31,
2007. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (Exchange Act), means controls and other
procedures of a company that are designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and Exchange
Commissions rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by a company
in the reports that it files or submits under the Exchange Act is accumulated and communicated to
the companys management, including its principal executive and principal financial officers, as
appropriate to allow timely decisions regarding required disclosure. Management recognizes that any
controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving their objectives and management necessarily applies its judgment in
evaluating the cost-benefit relationship of possible controls and procedures. Based on the
evaluation of our disclosure controls and procedures as of December 31, 2007, our chief executive
officer and chief financial officer concluded that, as of such date, the Companys disclosure
controls and procedures were effective at the reasonable assurance level.
No change in our internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended December 31, 2007
that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
15
Part II OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 1A. Risk Factors
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) |
|
Not applicable. |
|
(b) |
|
On March 8, 2006, our registration statement on Form S-1 (Registration
No. 333-130521) was declared effective for our initial public
offering, pursuant to which we offered and sold 6,130,000 shares of
common stock and received net proceeds of approximately $88.7 million.
We used these proceeds to repurchase all of our senior subordinated
notes and to redeem all outstanding shares of our redeemable preferred
stock, and to pay offering related expenses. As of December 31, 2007,
we retained approximately $23.6 million of these net proceeds, none of
which were used during the three month period ended December 31, 2007.
We intend to use the remaining $23.6 million of the net proceeds from
our initial public offering for general corporate purposes, including
working capital and possible acquisitions and investments. We
currently have no agreements or commitments with respect to any
acquisitions or investments and we do not currently have any
acquisitions or investments planned. Pending specific application of
our net proceeds, we plan to invest our net proceeds in government
securities and other short-term, investment-grade, marketable
securities. |
|
(c) |
|
Not applicable |
16
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
On January 31, 2008, we held our Annual Meeting of Stockholders. At the meeting, the
stockholders re-elected Theodore D. Foxman and William H. Gibbs to the Board of Directors, each to
serve for a three-year term as a Class II Director. Michael C. Child, Leonard A. Foxman, Ross W.
Manire and David B. Mullen also continued as Directors after the meeting. The 19,456,596 shares
represented at the meeting voted as follows: 19,351,165 votes were cast for Mr. Foxmans election;
105,431 votes were cast to withhold authority for Mr. Foxman; 16,043,322 votes were cast for Mr.
Gibbs election; 3,413,274 votes were cast to withhold authority for Mr. Gibbs.
Item 5. Other Information
Not applicable
Item 6. Exhibits
The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed as
part of this Quarterly Report on Form 10-Q and such Exhibit Index is incorporated herein by
reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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EAGLE TEST SYSTEMS, INC.
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Date: February 1, 2008 |
By: |
/s/ Leonard A. Foxman
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Leonard A. Foxman |
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Chief Executive Officer and President |
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EXHIBIT INDEX
Listed and indexed below are all Exhibits filed as part of this report.
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Exhibit No. |
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Description |
31.1
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer. |
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31.2
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer. |
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32.1
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer. |
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