-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OJ/vgMkTYpCSIxId9xHN478GKLJX4cmcV3jtrpKfyLNopOVVZLPd+b7t6ViUL+MN 67fWcaxRID1+UPo4s02sGw== /in/edgar/work/20000808/0000950110-00-000780/0000950110-00-000780.txt : 20000921 0000950110-00-000780.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950110-00-000780 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KULICKE & SOFFA INDUSTRIES INC CENTRAL INDEX KEY: 0000056978 STANDARD INDUSTRIAL CLASSIFICATION: [3559 ] IRS NUMBER: 231498399 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-00121 FILM NUMBER: 688475 BUSINESS ADDRESS: STREET 1: 2101 BLAIR MILL RD CITY: WILLOW GROVE STATE: PA ZIP: 19090 BUSINESS PHONE: 2157846000 MAIL ADDRESS: STREET 1: 2101 BLAIR MILL RD CITY: WILLOW GROVE STATE: PA ZIP: 19090 10-Q 1 0001.txt FORM 10-Q ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 10-Q ---------- [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________. Commission File No. 0-121 KULICKE AND SOFFA INDUSTRIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) PENNSYLVANIA 23-1498399 ---------------------------- ------------------- (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 2101 BLAIR MILL ROAD, WILLOW GROVE, PENNSYLVANIA 19090 - ------------------------------------------------ --------- (Address of principal executive offices) (Zip Code) (215) 784-6000 ---------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether 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 X No ----- ----- As of August 1, 2000, there were 48,658,884 shares of the Registrant's Common Stock, Without Par Value outstanding. ================================================================================ KULICKE AND SOFFA INDUSTRIES, INC. FORM 10-Q JUNE 30, 2000 INDEX Page No. -------- PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS Consolidated Balance Sheets-- September 30, 1999 and June 30, 2000 ........................ 3 Consolidated Statements of Operations Three and Nine Months Ended June 30, 1999 and 2000 ............................................... 4 Consolidated Statements of Cash Flows-- Nine Months Ended June 30, 1999 and 2000 .................... 5 Notes to Consolidated Financial Statements .................. 6-11 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............... 11-27 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT .............. 27 MARKET RISK PART II. OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K ............................. 27 Signatures ........................................................... 28 2 PART I--FINANCIAL INFORMATION Item 1--Financial Statements KULICKE AND SOFFA INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS (in thousands) September 30, June 30, 1999 2000 (unaudited) ----------- ----------- ASSETS CURRENT ASSETS: Cash and cash equivalents .......................... $ 37,155 $155,684 Short-term investments ............................. 2,190 90,742 Accounts and notes receivable, net ................. 136,047 220,346 Inventories, net ................................... 61,782 81,776 Deferred income taxes .............................. 11,071 -- Prepaid expenses and other current assets .......... 9,906 10,044 Refundable income taxes ............................ 2,934 1,016 -------- -------- TOTAL CURRENT ASSETS ...................... 261,085 559,608 Property, plant and equipment, net ................. 67,485 79,474 Intangible assets, primarily goodwill, net ......... 44,637 42,491 Investments in and loans to joint venture .......... 2,940 3,757 Other assets ....................................... 1,998 9,413 -------- -------- TOTAL ASSETS ....................................... $378,145 $694,743 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable and current portion of long-term debt ................................ $ 1,178 $ 1,026 Accounts payable ................................... 61,962 77,123 Accrued expenses ................................... 27,210 52,238 Income taxes payable ............................... 3,604 3,340 -------- TOTAL CURRENT LIABILITIES .......................... 93,954 133,727 Other liabilities .................................. 4,373 5,515 Long term debt ..................................... -- 175,000 Minority interest .................................. 5,042 4,466 -------- -------- TOTAL LIABILITIES .................................. 103,369 318,708 -------- -------- Commitments and contingencies ...................... -- -- SHAREHOLDERS'EQUITY Common stock, without par value .................... 160,108 188,516 Retained earnings .................................. 117,018 190,048 Accumulated other comprehensive loss ............... (2,350) (2,529) -------- -------- TOTAL SHAREHOLDER'S EQUITY ......................... 274,776 376,035 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' Equity ......... $378,145 $694,743 ======== ======== The accompanying notes are an integral part of these consolidated financial statements. 3 KULICKE AND SOFFA INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited)
Three months ended Nine months ended June 30, June 30, ------------------- -------------------- 1999 2000 1999 2000 -------- -------- -------- -------- Net Sales ................................. $110,806 $268,258 $245,542 $670,260 Cost of goods sold ........................ 80,432 166,980 177,967 433,470 -------- -------- -------- -------- Gross profit .............................. 30,374 101,278 67,575 236,790 Selling, general and administrative ........................... 21,743 36,421 58,819 100,526 Research and development, net ............. 9,407 12,509 27,048 36,966 Resizing costs ............................ -- -- 5,918 -- Purchased in-process research and development ......................... -- -- 3,935 -- -------- -------- -------- -------- Income (loss) from operations ............. (776) 52,348 (28,145) 99,298 Interest income ........................... 926 3,145 2,893 7,520 Interest expense .......................... (44) (2,525) (141) (5,378) Equity in loss of joint ventures .......... (1,330) (340) (9,603) (1,049) -------- -------- -------- -------- Income(loss)before income taxes ........... (1,224) 52,628 (34,996) 100,391 Income tax provision (benefit) ............ (283) 14,858 (10,416) 28,400 -------- -------- -------- -------- Income(loss)before minority interest ................................ (941) 37,770 (24,580) 71,991 Minority interest in net loss of subsidiary .............................. 282 437 282 1,039 -------- -------- -------- -------- Net income (loss) ......................... $ (659) $ 38,207 (24,298) $ 73,030 ======== ======== ======== ======== Net income (loss) per share: Basic ..................................... $ (0.01) $ 0.79 $ (0.52) $ 1.53 ======== ======== ======== ======== Diluted ................................... $ (0.01) $ 0.67 $ (0.52) $ 1.36 ======== ======== ======== ======== Weighted average common shares outstanding: Basic ................................ 46,928 48,382 46,826 47,688 Diluted .............................. 46,928 58,637 46,826 56,016
The accompanying notes are an integral part of these consolidated financial statements 4 KULICKE AND SOFFA INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Nine months ended June 30, ---------------------- 1999 2000 -------- --------- CASH FLOWS FROM OPERATING ACTIVITES: Net income (loss) ............................... $(24,298) $ 73,030 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization ................... 10,769 18,034 Equity in loss of joint ventures ................ 9,603 1,049 Purchased in-process R&D ........................ 3,935 -- Minority interest in net loss of subsidiary ..... (282) (1,039) Deferred taxes .................................. (14,020) 10,677 Changes in components of working capital,net .... (15,448) (54,303) Collection of refundable income taxes ........... 2,439 1,918 Other, net ...................................... 1,498 3,156 -------- --------- Net cash provided by (used in) operating activities ................................... (25,804) 52,522 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of investments classified as available for sale .............................. (29,375) (136,431) Sale/maturities of investments classified as available for sale ........................... 57,454 47,758 Purchases of property, plant and equipment ...... (3,583) (27,050) Purchase of XLAM technology ..................... (8,000) -- Investments in and loans to joint ventures ...... (10,243) (1,866) -------- --------- Net cash used in investing activities ........... 6,253 (117,589) -------- --------- CASH FLOW FROM FINANCING ACTIVITIES: Net proceeds from debt offering ................. -- 168,985 Proceeds from issuance of common stock .......... 178 14,611 Payments on capital leases ...................... (192) -- -------- --------- Net cash provided by (used in) financing activities .......................... (14) 183,596 -------- --------- Changes in cash and cash equivalents ............ (19,565) 118,529 Cash and cash equivalents at beginning of period .................................... 76,478 37,155 -------- --------- Cash and cash equivalents at end of period ...... $ 56,913 $ 155,684 ======== ========= CASH PAID DURING THE PERIOD FOR: Interest ......................................... $ 68 $ 4,277 Income Taxes ..................................... $ 3,157 $ 5,147 The accompanying notes are an integral part of these consolidated Financial statements. 5 KULICKE AND SOFFA INDUSTRIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands, except per share and employee data) (unaudited) NOTE 1 - BASIS OF PRESENTATION The condensed consolidated financial statement information for fiscal year 2000 in this report is unaudited. However, we believe it contains all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company's financial position as of June 30, 2000, and the results of its operations for the three month and nine month periods ended June 30, 1999 and 2000 and its cash flows for the nine month periods ended June 30, 1999 and 2000. These financial statements should be read in conjunction with the audited financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1999. NOTE 2 - INVENTORIES Inventories consist of the following: September 30, June 30, 1999 2000 -------- -------- Raw materials and supplies ................. $ 35,981 $ 49,743 Work in process ............................ 24,033 31,577 Finished Goods ............................. 16,696 15,265 -------- -------- 76,710 96,585 Inventory reserves ......................... (14,928) (14,809) -------- -------- $ 61,782 $ 81,776 ======== ======== NOTE 3 - EQUITY On June 26, 2000, the Company's Board of Directors approved a two-for-one stock split of its common stock. Pursuant to the stock split, each shareholder of record at the close of business on July 17, 2000 was entitled to receive one additional share for each common share held at the close of business on that date. The additional shares were distributed on July 31, 2000. In connection with the stock split and in accordance with applicable Pennsylvania law, the Board of Directors also approved an amendment to the Company's Articles of Incorporation increasing the number of authorized shares of common stock from 100,000 to 200,000 in proportion to the two-for-one split. All shares and per share amounts reflect the two-for-one split and prior period shares and per share amounts have been restated to reflect the two-for-one split. NOTE 4 - EARNINGS PER SHARE Basic net income (loss) per share ("EPS") is calculated using the weighted average number of shares of common stock outstanding during the 6 period. The calculation of diluted net income per share assumes the exercise of employee stock options and the conversion of the convertible subordinated notes to common shares. In addition, in computing diluted net income per share the after-tax amount of interest expense recognized in the period associated with the convertible subordinated notes is added back to net income. For the three month and nine month periods ended June 30, 2000, the after-tax interest associated with the convertible subordinated notes that was added back to net income in order to calculate diluted EPS was $1,351 and $2,982, respectively. A reconciliation of weighted average shares outstanding-basic to the weighted average shares outstanding-diluted appears below: Three months ended Nine months ended June 30, June 30, --------------- --------------- 1999 2000 1999 2000 ------ ------ ------ ------ Weighted average shares outstanding - Basic .................................. 46,928 48,382 46,826 47,688 Potentially dilutive securities: Employee stock options ................. * 2,613 * 2,744 Convertible subordinated notes ......... N/A 7,642 N/A 5,584 ====== ====== ====== ====== Weighted average shares outstanding - Diluted ................................ 46,928 58,637 46,826 56,016 ====== ====== ====== ====== - ---------- * Due to the Company's net loss for the three month and nine month periods ended June 30, 1999, all potentially dilutive securities are deemed to be antidilutive. The weighted average number of shares for potentially dilutive securities (employee and director stock options) for the three and nine periods ended June 30, 1999 was 1,380 and 1,280, respectively. NOTE 5 - OPERATING RESULTS BY BUSINESS SEGMENT Operating results by business segment for the three and nine month periods ended June 30, 1999 and 2000 were as follows: Advanced Packaging Packaging Three months ended Equipment Materials Technology June 30, 1999 Segment Segment Segment(1) Corporate Total - ------------------ --------- --------- ---------- --------- -------- Net sales ............. $78,652 $31,191 $ 963 $110,806 Cost of goods sold .... 56,635 22,309 1,488 80,432 ------- ------- ------- -------- Gross profit .......... 22,017 8,882 (525) 30,374 Operating costs ....... 21,093 5,933 1,746 $ 2,378 31,150 ------- ------- ------- -------- -------- Income(loss) from Operations .......... $ 924 $ 2,949 $(2,271) $ (2,378) $ (776) ======= ======= ======= ======== ======== Equity in loss of joint ventures ...... $ -- $ (237) $(1,093) $ -- $ (1,330) ======= ======= ======= ======== ======== 7 Advanced Packaging Packaging Nine months ended Equipment Materials Technology June 30, 1999 Segment Segment Segment(1) Corporate Total - ------------------ --------- --------- ---------- --------- -------- Net Sales ............. $157,044 $87,535 $ 963 $245,542 Cost of goods sold .... 112,864 63,615 1,488 177,967 -------- ------- ------- -------- Gross profit .......... 44,180 23,920 (525) 67,575 Operating costs ....... 60,874 17,445 1,746 $ 5,802 85,867 Resizing and relocation costs ..... 5,918 -- -- -- 5,918 Purchased in-process research and development .......... -- -- -- 3,935 3,935 -------- ------- ------- ------- -------- Income (loss) from operations ...... $(22,612) $ 6,475 $(2,271) $(9,737) $(28,145) ======== ======= ======= ======= ======== Equity in loss of joint ventures ...... $ -- $ (440) $(9,163) $ -- $ (9,603) ======== ======= ======= ======= ======== Segment assets at June 30, 1999 .... $154,328 $81,842 $34,803 $78,558 $349,531 ======== ======= ======= ======= ======== Advanced Packaging Packaging Three months ended Equipment Materials Technology June 30, 2000 Segment Segment Segment(1) Corporate Total - ------------------ --------- --------- ---------- --------- -------- Net sales ............. $215,957 $47,677 $ 4,624 $268,258 Cost of goods sold .... 127,820 33,818 5,342 166,980 -------- ------- ------- -------- Gross profit .......... 88,137 13,859 (718) 101,278 Operating expenses .... 32,471 7,672 4,772 $ 4,015 48,930 -------- ------- ------- -------- -------- Income (loss) from operations ...... $ 55,666 $ 6,187 $(5,490) $ (4,015) $ 52,348 ======== ======= ======= ======== ======== Equity in loss of joint venture ........ $ -- $ (340) $ -- $ -- $ (340) ======== ======= ======= ======== ======== 8 Advanced Packaging Packaging Nine months ended Equipment Materials Technology June 30, 2000 Segment Segment Segment(1) Corporate Total - ------------------ --------- --------- ---------- --------- -------- Net Sales ............. $521,333 $132,958 $ 15,969 $670,260 Cost of goods sold .... 322,247 94,565 16,658 433,470 -------- -------- -------- -------- Gross profit .......... 199,086 38,393 (689) 236,790 Operating costs ....... 90,566 21,596 13,733 $ 11,597 137,492 -------- -------- -------- -------- -------- Income from operations ...... $108,520 $ 16,797 $(14,422) $(11,597) $ 99,298 ======== ======== ======== ======== ======== Equity in loss of joint venture ........ $ -- $ (1,049) $ -- $ -- $ (1,049) ======== ======== ======== ======== ======== Segment assets at June 30, 2000 .... $301,960 $ 95,051 $ 44,737 $252,995 $694,743 ======== ======== ======== ======== ======== - ---------- (1) Comprised of Flip Chip Technologies, LLC ("FCT") and the Company's X-LAM division. Effective May 31, 1999, the Company increased its ownership of FCT and began consolidating FCT's results with the operating results of the Company. Accordingly, the results of FCT are included in Income(loss) from Operations for the three and nine month periods ended June 30, 2000 but only consolidated with the operating results of the Company for the period subsequent to May 31, 1999 in the three and nine month periods ended June 30, 1999. NOTE 6 - LONG TERM DEBT In December 1999, the Company issued $175,000 of convertible subordinated notes through a private placement to qualified institutional investors and institutional accredited investors. On April 24, 2000, the Securities and Exchange Commission declared effective a registration statement on Form S-3 registering the notes for resale. The notes are general obligations of the Company and subordinated to all senior debt. The notes bear interest at a fixed rate of 4 3/4%, are convertible into the Company's common stock at $22.8997 per share (subject to adjustment upon the occurrence of certain events) and mature on December 15, 2006. There are no financial covenants associated with the notes and there are no restrictions on paying dividends, incurring additional debt or issuing or repurchasing the Company's securities. Interest on the notes will be paid on June 15 and December 15 of each year beginning June 15, 2000. The Company may redeem the notes in whole or in part at any time after December 18, 2002 at prices decreasing from 102.714% at December 19, 2002 to 100.0% at December 15, 2006. 9 NOTE 7 - RESIZING COSTS During fiscal 1999, the Company announced plans to relocate its automatic ball bonder manufacturing from Willow Grove, Pennsylvania to Singapore. As a result, the Company recorded a charge for severance of $3,955 for the elimination of approximately 230 positions and asset write-offs of $1,566. In fiscal 1999, the Company also recorded a charge of $397 for severance for an additional 30 employees related to the reduction in workforce that began in fiscal 1998. Write-downs of property, plant and equipment were made where carrying values exceeded the Company's estimate of proceeds from abandonment or disposal. These estimates were based principally on past experience of comparable asset disposals. Cash payments for severance and the disposition of assets identified will be substantially paid or completed by the end of fiscal 2000. The balance of the severance and other resizing reserves is included within accrued liabilities. The components of these resizing reserves and the movement within these components during the nine months ended June 30, 2000 are as follows: Severance Other Total --------- ----- ------ Balance at September 30, 1999 ............ $4,144 $481 $4,625 Payments made ................... (555) -- (555) ------ ---- ------ Balance at June 30, 2000 ................. $3,589 $481 $4,070 ====== ==== ====== The severance reserve at June 30, 2000 is comprised of the estimated cost to eliminate approximately 230 positions associated with the move of the ball bonder manufacturing to Singapore and expensed in fiscal 1999. The payments made against the severance reserve in the nine months ended June 30, 2000 related to 3 employees expensed in fiscal 1998 and 26 employees expensed in fiscal 1999. Note 8 - INVESTMENTS IN JOINT VENTURES In the three month and nine month periods ended June 30, 2000 the Company recognized as Equity in Loss of Joint Ventures 50% or $340 and $1,049, respectively, of the loss on its equity interest in Advanced Polymer Solutions, LLC. Effective May 31, 1999 the Company increased its ownership interest in Flip Chip Technologies, LLC ("FCT"), the Company's joint venture with Delco Electronics Corporation, from 51.0% to 73.6% by converting all of its outstanding loans to FCT and accrued interest totaling $32,832 into equity units. The Company accounted for the increase in ownership by the purchase method of accounting and began reporting the operating results of FCT on a consolidated basis with the operating results of the Company 10 on June 1, 1999. The Company contributed an additional $4,000 to FCT during the nine month period ended June 30, 2000 and increased its ownership interest to 76.3%. The Company's financial statements for the three and nine month periods ended June 30, 2000 reflect FCT's operating results on a consolidated basis. The Company recorded a pretax loss from FCT operations for the three and nine month periods ended June 30, 1999 and June 30, 2000 as follows: Three Months Ended Nine Months Ended June 30, June 30, ------------------- ------------------- 1999 2000 1999 2000 -------- ------- -------- ------- Equity in loss of joint venture ................. $(1,093) $ -- $ (9,163) $ -- Consolidated with operations of the Company ..... (913) (1,519) (913) (3,568) ------- ------- -------- ------- Pretax loss from FCT operations .................... $(2,006) $(1,519) $(10,076) $(3,568) ======= ======= ======== ======= NOTE 9 - COMPREHENSIVE INCOME (LOSS) For the three and nine month periods ended June 30, 1999 and 2000, the components of total comprehensive income (loss) are as follows: Three months ended Nine months ended June 30, June 30, ---------------- ------------------- 1999 2000 1999 2000 ----- ------- -------- ------- Net income(loss) ................ $(659) $38,207 $(24,298) $73,030 ----- ------- -------- ------- Foreign currency translation adjustment ......... (132) 307 595 (148) Minimum pension liability, net of taxes ................... -- -- (1,137) -- Unrealized gain (loss) on investments, net of taxes ................... (22) 4 (116) (31) ----- ------- -------- ------- Other comprehensive income(loss) ................... (154) 311 (658) (179) ----- ------- -------- ------- Comprehensive income (loss) .................. $(813) $38,518 $(24,956) $72,851 ===== ======= ======== ======= Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. In addition to historical information, this report contains statements relating to future events or our future results. These statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934, as amended (the "Exchange Act"), and are subject to the Safe Harbor provisions created by statute. Such forward-looking statements include, but are not limited to, statements that relate to our future revenue, 11 product development, demand forecasts, competitiveness, gross margins, operating expenses and benefits expected as a result of: o The projected growth rates in the overall semiconductor industry, the semiconductor assembly equipment market and the market for semiconductor packaging materials; o the anticipated development, production and licensing of our advanced packaging technology; o the projected continuing demand for wire bonders; and o the anticipated growing importance of the flip chip assembly process in high-end market segments. Generally words such as "may," "will," "should," "could," "anticipate," "expect," "intend," "estimate," "plan," "continue," and "believe," or the negative of or other variation on these and other similar expressions identify forward-looking statements. These forward-looking statements are made only as of the date of this report. We do not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements are based on current expectations and involve risks and uncertainties and our future results could differ significantly from those expressed or implied by our forward-looking statements. These risks and uncertainties include, without limitation, those described below and under the heading "Risk Factors" within this section and in our reports and registration statements filed from time to time with the Securities and Exchange Commission. This discussion should be read in conjunction with the Condensed Consolidated Financial Statements and Notes on pages 3 to 11 of this Form 10-Q for a full understanding of our financial position and results of operations for the three and nine month periods ended June 30, 2000. INTRODUCTION We design, manufacture and market capital equipment and packaging materials and provide flip chip bumping services for sale to companies that manufacture and assemble semiconductor devices. We also service, maintain, repair and upgrade assembly equipment and license our flip chip bumping process technology. Our operating results primarily depend upon the capital and operating expenditures of semiconductor manufacturers and subcontract assemblers worldwide which, in turn, depend on the current and anticipated market demand for semiconductors and products using semiconductors. The semiconductor industry historically has been highly volatile and has experienced periodic downturns and upturns which have had severe effects on the semiconductor industry's demand for capital equipment, including the assembly equipment we manufacture and market and, to a lesser extent, the packaging materials we sell. We do not consider our business to be seasonal in nature. Beginning in the third quarter of fiscal 1999 the semiconductor industry business cycle started to recover from a business downturn that 12 negatively affected our operating results in the first three quarters of fiscal 1999 and the demand for our assembly equipment and packaging materials increased. This industry recovery, combined with favorable market acceptance of our Model 8028 automatic ball bonder resulted in record net sales, net income and new orders in the three months ended June 30, 2000. During the three months ended June 30, 2000 we reported bookings of $281.0 million compared to our previous high of $242.0 million recorded in the prior quarter and $131.0 million recorded for the three months ended June 30, 1999. At June 30, 2000, we had a backlog of customer orders totaling $153.0 million compared to $140.0 million at March 31, 2000 and $88.0 million at June 30, 1999. We currently expect bookings for the fourth quarter of fiscal 2000 to be below the $281.0 million recorded in the third quarter of fiscal 2000 due to recent customer order deferrals for our 8028 ball bonders due to space constraints and wafer and substrate shortages affecting these customers. Since the timing of deliveries may vary and orders generally are subject to delay or cancellation, our backlog as of any date may not be indicative of sales for any succeeding period. RESULTS OF OPERATIONS Sales Net sales for the three and nine month periods ended June 30, 2000 increased 142.1% and 173.0%, respectively, over the comparable periods in the prior year. The higher net sales in both the three and nine month periods ended June 30, 2000 were primarily due to strong demand for semiconductors which is driving the need for incremental assembly equipment and packaging materials. This increased demand resulted in a 182.9% increase in unit shipments of our automatic ball bonders (primarily our Model 8028) in the three months ended June 30, 2000 compared to the same period in the prior year and an increase of 273.8% for the nine months ended June 30, 2000. Additionally, the average selling price of our automatic ball bonders was approximately 16.9% higher than the prior year in the three month period ended June 30, 2000 and 12.5% higher for the nine month period ended June 30, 2000. Sales of our packaging material businesses for the three and nine month periods ended June 30, 2000 were 52.9% and 51.9%, respectively, higher than the comparable periods in the prior year due to increased demand for gold wire and expendable tools. Effective May 31, 1999 we began reporting Flip Chip Technologies LLC, our joint venture with Delco Electronics Corporation, on a consolidated basis with the Company's operating results. In the three and nine month periods ended June 30, 2000 we recorded net sales from Flip Chip Technologies LLC of $4.6 million and $16.0 million, respectively. In the three and nine month periods ended June 30, 1999 we recorded net sales from Flip Chip Technologies LLC of $1.0 million on a consolidated basis with the Company's operating results. For the period in fiscal 1999 13 prior to May 31, 1999 the results of Flip Chip Technologies, LLC were recorded as Equity in Loss of Joint Ventures. See Note 8 to our Condensed Consolidated Financial Statements for more information on Flip Chip Technologies LLC. Net sales in the third quarter of fiscal 2000 were 20.8% higher than the second quarter of fiscal 2000 which in turn were 23.5% higher than the first quarter. Sales in the fourth quarter of fiscal 2000 are expected to be lower than the sales recorded in the third quarter of fiscal 2000 due to the recent customer order deferrals mentioned above. International sales (shipments of our products with ultimate foreign destinations) comprised 91.0% and 82.7% of our total sales during the nine months ended June 30, 2000 and 1999, respectively. Sales to customers in the Asia/Pacific region accounted for approximately 81.9% and 72.4% of our total sales during the nine months ended June 30, 2000 and 1999, respectively. Sales to customers located in Taiwan, the Philippines and Malaysia accounted for 32.1%, 13.4% and 7.9%, respectively, of our total sales for the first nine months of fiscal 2000. Net sales to all major geographic regions were above the comparable period of the prior year for both the three and nine month periods ended June 30, 2000. Gross Profit Gross profit increased to $101.3 million or 37.8% of net sales during the three months ended June 30, 2000 compared to $30.4 million or 27.4% of net sales during the comparable period of the prior year. For the nine month period ended June 30, 2000 gross profit increased to $236.8 million or 35.3% of net sales compared to $67.6 million or 27.5% of net sales during the comparable period of the prior year. The increased gross profit in both the three and nine month periods ended June 30, 2000 was due primarily to the higher unit sales and higher average selling price of our automatic ball bonders. Our equipment business gross profit as a percentage of sales ("gross margin") was 40.8% and 38.2%, respectively, in the three and nine month periods ended June 30, 2000 compared to 28.0% and 28.1% in the comparable periods of the prior year. The higher gross margin in fiscal 2000 was due to lower cost of production and the higher average selling price of our automatic ball bonders (primarily our Model 8028). We expect our equipment business gross margin to further improve in the fourth quarter of fiscal year 2000 due to the complete transition of our automatic ball bonder production to Singapore. The packaging materials business reported gross margins of 29.1% and 28.9% for the three and nine month periods ended June 30, 2000 compared to 28.5% and 27.3% in the comparable periods of fiscal 1999. The increase in fiscal 2000 over the prior year was due primarily to lower average cost of production resulting primarily from operating efficiencies from the higher unit volume and a shift in product mix to higher margin fine pitch products. 14 Flip Chip Technologies, LLC reported a negative gross margin of 15.5% of sales for the three months ended June 30, 2000 and a negative gross margin of 4.3% of sales for the nine months ended June 30, 2000. This had the effect of reducing the overall gross margin of the Company. Selling, General and Administrative Selling, general and administrative ("SG&A") expenses increased $14.7 million or 67.5% in the three months ended June 30, 2000 and $41.7 million or 70.9% for the nine months ended June 30, 2000 as compared to the comparable periods in the prior year. SG&A expense included $4.7 million in the three month period and $13.7 million for the nine month period ended June 30, 2000 associated with the new Advanced Packaging Technology business segment and $4.3 for the nine month period ended June 30, 2000 for start-up costs for the new Singapore facility. The remaining increase in SG&A expenses primarily reflects higher compensation and travel expense associated with the significant increase in net sales. Research and Development Net research and development ("R&D") expense increased $3.1 million for the three month period and $9.9 million for the nine month period ended June 30, 2000 from the comparable periods of the prior year. The higher R&D spending was due to our commitment to provide total process solutions combining our equipment and packaging materials businesses and new initiatives in microelectronics. In the fourth quarter of fiscal year 2000 we began offering an enhanced version of the Model 8028 automatic ball bonder with additional enhancements planned for introduction in early 2001. We also have and will continue to devote significant R&D efforts to the development of advanced packaging technologies. Income from Operations Income from operations for the three and nine months ended June 30, 2000 was $52.3 million and $99.3 million, respectively, compared to a loss from operations of $0.8 million and $28.1 million in the comparable periods of the prior year. The increase in operating income for both the three and nine month periods ended June 30, 2000 was due primarily to the higher sales volume and gross margin partially offset by higher operating expenses. Interest In December 1999, we issued $175.0 million of fixed rate 4 3/4% convertible subordinated notes through a private placement to qualified institutional investors and institutional accredited investors. On April 24, 2000, the Securities and Exchange Commission declared effective a registration statement on Form S-3 registering the notes for resale. We recorded interest expense of $2.0 million and $4.5 million, respectively, for the three and nine months ended June 30, 2000 associated with this debt. We 15 recorded interest income, primarily from investments of the proceeds from the debt offering and internally generated cash, of $3.1 million in the three months ended June 30, 2000 and $7.5 million for the nine months ended June 30, 2000. Equity in Loss of Joint Ventures In the three and nine months ended June 30, 2000 we recognized as Equity in Loss of Joint Ventures 50% or $0.3 million and $1.0 million, respectively, of the loss on our equity interest in Advanced Polymer Solutions, LLC ("APS"). In the three and nine months ended June 30, 1999 we recognized as Equity in Loss of Joint Ventures 100% or $1.1 million and $9.2 million, respectively, of the loss at Flip Chip Technologies, LLC ("FCT") and $0.2 million and $0.4 million, respectively, of the loss on our equity interest in APS. On May 31, 1999, we increased our ownership in FCT and began reporting the operating results of FCT on a consolidated basis with the Company's operating results. As a result we stopped reflecting FCT under the equity method of accounting. See Note 8 to the Condensed Consolidated Financial Statements and the discussion of advanced packaging technologies other than wire bonding under the "Risk Factors" section of this Item 2. Tax Expense Our effective tax rate for fiscal 2000 is expected to approximate 28.0%, compared to 32.7% for fiscal 1999. The lower effective tax rate expected for fiscal 2000 is due to a lower tax rate on projected income generated in Singapore. Minority Interest in Net Loss of Subsidiary We recorded minority interest of $0.4 million in the three months ended June 30, 2000 and $1.0 million for the nine month period ended June 30, 2000 reflecting our joint venture partner's share of the loss incurred at Flip Chip Technologies, LLC. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In June 1998, SFAS 133, "Accounting for Derivative Instruments and Hedging Activities" was issued. SFAS 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. This standard is effective for the Company's financial statements in the first quarter in fiscal 2001. Based on our analysis to-date and since we do not actively engage in hedging activities, we do 16 not believe that the adoption of SFAS 133 will have a material impact on our financial statements. In December 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements". The SAB summarizes certain of the staff's views in applying generally accepted accounting principles to revenue recognition in the financial statements. While we believe that the requirement under SAB 101 that revenue be deferred until final "acceptance" of products by customers may impact the timing of our recognition of revenue on certain of our shipments, we are currently assessing SAB 101 and cannot quantify its impact on our Company, if any, at this time. Any change resulting from the application of SAB 101 will be reported as a change in accounting principle in accordance with APB Opinion No. 20, "Accounting Changes". We are required to begin reporting changes, if any, to our revenue recognition policy in the fourth quarter of fiscal year 2001. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 2000, we had $246.4 million in cash and short term investments compared to $39.3 million at September 30, 1999. Additionally, we have a $60.0 million bank revolving credit facility, which expires in March 2003. Borrowings are subject to our compliance with financial and other covenants set forth in the revolving credit documents. At June 30, 2000, we were in compliance with the covenants of the credit facility and had no cash borrowings outstanding under the facility, but had utilized $1.1 million of the available credit facility to support letters of credit issued as security deposits for our new manufacturing facility in Singapore and our X-LAM facility. The revolving credit facility provides for borrowings denominated in either U.S. dollars or foreign currencies. Borrowings in U.S. dollars bear interest either at a Base Rate (defined as the greater of the prime rate minus 1/4% or the federal funds rate plus 1/2%) or, at a LIBOR Rate (defined as LIBOR plus 0.4% to 0.8%, depending on our leverage ratio). Foreign currency borrowings bear interest at a LIBOR Rate, as defined above, applicable to the foreign currency. In December 1999, we issued $175.0 million of convertible subordinated notes. The notes are general obligations of the Company and subordinated to all senior debt. The notes bear interest at 4 3/4%, are convertible into the Company's common stock at $22.8997 per share (subject to adjustment upon the occurrence of certain events) and mature on December 15, 2006. There are no financial covenants associated with the notes and there are no restrictions on paying dividends, incurring additional debt or issuing or repurchasing the Company's securities. Cash provided by operating activities totaled $52.5 million during the nine months ended June 30, 2000 compared to a use of cash by operating activities of $25.8 million during the comparable period in the prior year. The cash provided from operating activities in the first nine months of fiscal 2000 was primarily the result of the net income generated in the period partially offset by the buildup of accounts receivable and inventory associated with the increase in sales and customer order levels. 17 At June 30, 2000, our working capital was $425.9 million compared to $167.1 million at September 30, 1999. The higher working capital was due primarily to the proceeds from the convertible debt offering and higher accounts receivable resulting from the higher sales volume. During the nine months ended June 30, 2000, we invested approximately $27.0 million in property and equipment compared to $3.6 million in the comparable period of the prior year. The capital spending in the nine months ended June 30, 2000 was primarily for the purchase of equipment and leasehold improvements for our research and manufacturing facility to develop the X-LAM technology, tooling and equipment for our new manufacturing facility in Singapore and additional manufacturing capacity in our packaging materials businesses and at Flip Chip Technologies, LLC. We expect to continue to invest capital in the areas mentioned above during the remainder of fiscal 2000 and in fiscal 2001 and to invest additional capital in our information systems to develop and implement corporate wide e-business capabilities. In the nine months ended June 30, 2000, we invested $4.0 million in FCT, increasing our equity ownership to 76.3% from 73.6%. We also invested $1.9 million in Advanced Polymer Solutions during the nine months ended June 30, 2000, bringing our total investment in Advanced Polymer Solutions to $5.6 million. While we have committed to invest an additional $0.4 million in Advanced Polymer Solutions we are evaluating our long term commitment to this joint venture. We believe that anticipated cash flows from operations, the proceeds from the sale of the $175.0 million of 4 3/4% convertible subordinated notes, working capital and amounts available under our revolving credit facility will be sufficient to meet our liquidity and capital requirements for at least the next 12 months. However, we may seek, as required, equity or debt financing to provide capital for corporate purposes and/or to fund strategic business opportunities, including possible acquisitions, joint ventures, alliances or other business arrangements which could require substantial capital outlays. The timing and amount of such potential capital requirements cannot be determined at this time and will depend on a number of factors, including demand for the Company's products, semiconductor and semiconductor capital equipment industry conditions, competitive factors and the nature and size of strategic business opportunities which the Company may elect to pursue. RISK FACTORS OUR QUARTERLY OPERATING RESULTS FLUCTUATE SIGNIFICANTLY AND MAY CONTINUE TO DO SO IN THE FUTURE In the past, our quarterly operating results have fluctuated significantly. Although these fluctuations are partly due to the volatile nature of the semiconductor industry, they also reflect the impact of other factors, some of which are outside of our control. 18 Some of the factors that could cause our revenues and/or operating margins to fluctuate significantly from period to period are: o the mix of products that we sell because, for example: - packaging materials generally have lower margins than assembly equipment, - some lines of equipment are more profitable than others, and - some sales arrangements have higher margins than others; o the volume and timing of orders for our products and any order postponements and cancellations by our customers; o changes in our accounting policy for the recognition of revenue, as mandated by the SEC; o adverse changes in our pricing, or that of our competitors; o higher than anticipated costs of development or production of new equipment models; o the availability and cost of key components for our products; o market acceptance of our new products and upgraded versions of our products; o our announcement of, or perception by others that we will introduce, new or upgraded products, which could delay customers from purchasing our products; o the timing of acquisitions; and o our competitors' introduction of new products. Many of our expenses, such as research and development and selling, general and administrative expenses, do not vary directly with our net sales. As a result, a decline in our net sales would adversely affect our operating results. In addition, if we were to incur additional expenses in a quarter in which we did not experience comparable increased net sales, our operating results would decline. Factors that could cause our expenses to fluctuate from period to period include: o the timing and extent of our research and development efforts; o severance and other costs of relocating facilities or resizings in market downturns; and o inventory write-offs due to obsolescence. Because our revenues and operating results are volatile and difficult to predict, we believe that period-to-period comparisons of our operating results are not a good indication of our future performance. THE SEMICONDUCTOR INDUSTRY AS A WHOLE IS VOLATILE, AS ARE OUR FINANCIAL RESULTS Our operating results are significantly affected by the capital expenditures of semiconductor manufacturers and assemblers worldwide. Expenditures by semiconductor manufacturers and assemblers depend on the 19 current and anticipated market demand for semiconductors and products that use semiconductors, such as personal computers, telecommunications, consumer electronics and automotive goods. Any significant downturn in the market for semiconductor devices or in general economic conditions would likely reduce demand for our products and adversely affect our business, financial condition and operating results. Historically, the semiconductor industry has been volatile with sharp periodic downturns and slowdowns. These downturns have been characterized by, among other things, diminished product demand, excess production capacity and accelerated erosion of selling prices. This has severely and negatively affected the industry's demand for capital equipment, including the assembly equipment that we manufacture and market and, to a lesser extent, the packaging materials that we sell. These downturns and slowdowns have adversely affected our operating results. In the 1998 downturn, for example, our net sales declined from approximately $501.9 million in fiscal 1997 to $411.0 million in fiscal 1998 and continued to decline in the first half of fiscal 1999. Downturns in the future could similarly adversely affect our business, financial condition and operating results. OUR BUSINESS DEPENDS ON ATTRACTING AND RETAINING MANAGEMENT, MARKETING AND TECHNICAL EMPLOYEES WHO ARE IN GREAT DEMAND As is the case with all technology companies, our future success depends on our ability to hire and retain qualified management, marketing and technical employees. Competition is intense in personnel recruiting in the semiconductor and semiconductor equipment industries, particularly with respect to some engineering disciplines. In particular, we have experienced periodic shortages of software engineers. If we are unable to continue to attract and retain the technical and managerial personnel we require, our business, financial condition and operating results could be adversely affected. WE MAY NOT BE ABLE TO RAPIDLY DEVELOP AND MANUFACTURE NEW AND ENHANCED PRODUCTS REQUIRED TO MAINTAIN OR EXPAND OUR BUSINESS We believe that our continued success will depend on our ability to continuously develop and manufacture or acquire new products and product enhancements on a timely and cost-effective basis. We also must introduce these products and product enhancements into the market in response to customers' demands for higher performance assembly equipment. Our competitors may develop enhancements to or future generations of competitive products that will offer superior performance, features and lower prices that may render our products noncompetitive. We may not be able to develop and introduce products incorporating new technologies in a timely manner or at a price that will satisfy future customers' needs or achieve market acceptance. For example, the introduction of the Model 8020 wire bonder in 1998 was less successful than we had hoped because of higher than anticipated design and production costs and lower than anticipated sales prices. WE MAY NOT BE ABLE TO ACCURATELY FORECAST DEMAND FOR OUR PRODUCT LINES We typically operate our business with a relatively short backlog and order supplies and otherwise plan production based on internal forecasts of demand. Due to these factors, we have in the past, and may again in 20 the future, fail to accurately forecast demand, in terms of both volume and configuration for either our current or next-generation wire bonders. This has led to and may in the future lead to delays in product shipments or, alternatively, an increased risk of inventory obsolescence. For example, we inaccurately forecasted demand for the Model 8020 wire bonder in 1998 and consequently recorded write-offs for excess inventory. Also, we underestimated the magnitude of the improvement in the semiconductor industry at the end of fiscal 1999 and the demand for the new Model 8028 ball bonder; as a result some customer shipments were delayed in fiscal 2000. If we fail to accurately forecast demand for our products, our business, financial condition and operating results could be materially and adversely affected. ADVANCED PACKAGING TECHNOLOGIES OTHER THAN WIRE BONDING MAY RENDER SOME OF OUR PRODUCTS OBSOLETE AND OUR STRATEGY FOR PURSUING THESE OTHER TECHNOLOGIES MAY BE COSTLY AND INEFFECTIVE Advanced packaging technologies have emerged that may improve device performance or reduce the size of an integrated circuit or IC package, as compared to traditional die and wire bonding. These technologies include flip chip, chip scale packaging and tape automated bonding. In general, these advanced technologies eliminate the need for wires to establish the electrical connection between a die and its package. For some assemblies, these advanced technologies have largely replaced wire bonding. However, today most ICs still employ die and wire bonding technology, and the possible extent, rate and timing of change is difficult, if not impossible, to predict. In fact, wire bonding has proved more durable than we originally anticipated, largely because of its reliability and cost. However, we cannot assure you that the semiconductor industry will not, in the future, shift a significant part of its volume into advanced packaging technologies, such as those discussed above. Presently, Intel, Motorola, IBM and Advanced Micro Devices, for example, have developed flip chip technologies for internal use, and a number of other companies are also increasing their investments in advanced packaging technologies. If a significant shift to advanced technologies were to occur, demand for our wire bonders and related packaging materials would diminish. One component of our strategy is to develop the capacity to use advanced technologies to allow us to compete in those portions of the market that currently use these advanced technologies and to prepare for any eventual decline in the use of wire bonding technology. There are a number of risks associated with our strategy to diversify into new technologies: o The technologies that we have invested in represent only some of the advanced technologies that may one day supercede wire bonding; o Other companies are developing similar or alternative advanced technologies; o Wire bonding may continue as the dominant technology for longer than we anticipate; 21 o The cost of developing advanced technologies may be significantly greater than we expect; and o We may not be able to develop the necessary technical, research, managerial and other related skills to develop, produce, market and support these advanced technologies. As a result of these risks, we cannot assure you that any of our attempts to develop alternative technologies will be profitable or that we will be able to realize the benefits that we anticipate from them. BECAUSE WE HAVE A SMALL NUMBER OF PRODUCTS, A DECLINE IN DEMAND FOR, OR THE PRICE OF, ANY OF OUR PRODUCTS COULD CAUSE OUR REVENUES TO DECLINE SIGNIFICANTLY Historically, our wire bonders have comprised at least 55% of our net sales. If demand for, or pricing of, our wire bonders declines because our competitors introduce superior or lower cost systems, the semiconductor industry changes or because of other occurrences beyond our control, our business, financial condition and operating results would be materially and adversely affected. BECAUSE A SMALL NUMBER OF CUSTOMERS ACCOUNT FOR NEARLY ALL OUR SALES, OUR REVENUES COULD DECLINE IF WE LOSE ANY SIGNIFICANT CUSTOMER The semiconductor manufacturing industry is highly concentrated, with a relatively small number of large semiconductor manufacturers and subcontract assemblers purchasing a substantial portion of semiconductor assembly equipment and packaging materials. Sales to our five largest customers accounted for approximately 45.2% of our fiscal 1997 net sales, 41.4% of our fiscal 1998 net sales and 31.7% of our fiscal 1999 net sales. In fiscal 1997, our sales to Anam accounted for 12.5% of our net sales, and sales to Intel accounted for 10.2% of our net sales. In fiscal 1998, sales to Intel accounted for 17.6% of our net sales. During fiscal 1999, no customer accounted for more than 10% of our net sales. We expect that sales of our products to a limited number of customers will continue to account for a high percentage of our net sales for the foreseeable future. If we lose orders from a significant customer, or if a significant customer reduces its orders substantially, these losses or reductions will adversely affect our business, financial condition and operating results. WE DEPEND ON A SMALL NUMBER OF SUPPLIERS FOR MATERIALS AND, IF OUR SUPPLIERS DO NOT DELIVER THEIR PRODUCTS TO US, WE MAY BE UNABLE TO DELIVER OUR PRODUCTS TO OUR CUSTOMERS Our products are complex and require materials, components and subassemblies of an exceptionally high degree of reliability, accuracy and performance. We rely on subcontractors to manufacture many of the components and subassemblies for our products and we rely on sole source suppliers for some material components. Our reliance involves a number of significant risks, including: o loss of control over the manufacturing process; o changes in our manufacturing processes, dictated by changes in the market, that have delayed our shipments; o our inadvertent use of defective or contaminated materials; 22 o the relatively small operations and limited manufacturing resources of some of our contractors and suppliers, which may limit their ability to manufacture and sell subassemblies, components or parts in the volumes we require and at quality levels and prices we can accept; o reliability and quality problems we experience with certain key subassemblies provided by single source suppliers; and o delays in the delivery of subassemblies, which, in turn, have caused delays in some of our shipments. If we are unable to deliver products to our customers on time for these or any other reasons, or if we do not maintain acceptable product quality or reliability in the future, our business, financial condition and operating results would be materially and adversely affected. WE ARE EXPANDING AND DIVERSIFYING OUR OPERATIONS, AND IF WE FAIL TO MANAGE OUR EXPANDING AND MORE DIVERSE OPERATIONS SUCCESSFULLY, OUR BUSINESS AND FINANCIAL RESULTS MAY BE MATERIALLY AND ADVERSELY AFFECTED In recent years, we have broadened our product offerings to include significantly more packaging materials. Although our strategy is to diversify our products and services, we may not be able to develop, acquire, introduce or market new products in a timely or cost-effective manner and the market may not accept any new or improved products we develop, acquire, introduce or market. Our diversification into new lines of business and our expansion through acquisitions and alliances has increased, and is expected to continue to increase, demand on our management, financial resources and information and internal control systems. Our success depends in significant part on our ability to manage and integrate acquisitions, joint ventures and other alliances and to continue to implement, improve and expand our systems, procedures and controls. If we fail to do this at a pace consistent with the development of our business, our business, financial condition and operating results would be materially and adversely affected. As we seek to expand our operations, we expect to encounter a number of risks, which will include: o risks associated with hiring additional management and other critical personnel; o risks associated with adding equipment and capacity; and o risks associated with increasing the scope, geographic diversity and complexity of our operations. In addition, sales and servicing of packaging materials and advanced technologies require different organizational and managerial skills than sales of traditional wire bonding technology. We cannot assure you that we will be able to develop the necessary skills to successfully produce and market these different products. WE MAY BE UNABLE TO CONTINUE TO COMPETE SUCCESSFULLY IN THE HIGHLY COMPETITIVE SEMICONDUCTOR EQUIPMENT AND PACKAGING MATERIALS INDUSTRIES The semiconductor equipment and packaging materials industries are intensely competitive. Significant competitive factors in the 23 semiconductor equipment market include performance quality, customer support and price. Our major equipment competitors include: o ASM Pacific Technology, Shinkawa, Kaijo and ESEC in wire bonders; o ESEC, Nichiden, ASM Pacific Technology and Alphasem in die bonders; and o Disco Corporation in dicing saws. Competitive factors in the semiconductor packaging materials industry include price, delivery and quality. Our significant packaging materials competitors with respect to expendable tools and blades include: o Gaiser Tool Co. and Small Precision Tools, Inc. in expendable tools; and o Disco Corporation in blades; and in the bonding wire market: o Tanaka Electronic Industries and Sumitomo Metal Mining. In each of the markets we serve, we face competition and the threat of competition from established competitors and potential new entrants, some of which may have greater financial, engineering, manufacturing and marketing resources than we have. Some of these competitors are Japanese or Korean companies that have had and may continue to have an advantage over us in supplying products to local customers because many of these customers appear to prefer to purchase from local suppliers, without regard to other considerations. We expect our competitors to improve their current products' performance, and to introduce new products with improved price and performance characteristics. New product introductions by our competitors or by new market entrants could hurt our sales. If a particular semiconductor manufacturer or subcontract assembler selects a competitor's product for a particular assembly operation, we may not be able to sell a product to that manufacturer or assembler for a significant period of time because manufacturers and assemblers sometimes develop lasting relations with suppliers and products in our industry often go years without requiring replacement. In addition, we may have to lower our prices in response to price-cuts by our competitors, which could materially and adversely affect our business, financial condition and operating results. We cannot assure you that we will be able to continue to compete in these or other areas in the future. 24 WE SELL MOST OF OUR PRODUCTS TO CUSTOMERS LOCATED OUTSIDE OF THE U.S. AND WE HAVE SUBSTANTIAL MANUFACTURING OPERATIONS LOCATED OUTSIDE OF THE U.S., BOTH OF WHICH SUBJECT US TO RISKS FROM CHANGES IN TRADE REGULATIONS, CURRENCY FLUCTUATIONS, POLITICAL INSTABILITY AND WAR Approximately 85% of our net sales for fiscal 1997, 80% of our net sales for fiscal 1998 and 83% of our net sales for fiscal 1999 were attributable to sales to customers for delivery outside of the United States. We expect our sales outside of the United States to continue to represent a substantial portion of our future revenues. Our future performance will depend, in significant part, on our ability to continue to compete in foreign markets, particularly in Asia. Asian economies have been highly volatile, resulting in significant fluctuation in local currencies, and political and economic instability. These conditions may continue or worsen, which could materially and adversely affect our business, financial condition and operating results. In addition, we rely on non-U.S. suppliers for materials and components used in the equipment that we sell. We also maintain substantial manufacturing operations in countries other than the United States, including operations in Israel and Singapore. As a result, a major portion of our business is subject to the risks associated with international commerce such as, risks of war and civil disturbances or other events that may limit or disrupt markets; expropriation of our foreign assets; longer payment cycles in foreign markets; international exchange restrictions; the difficulties of staffing and managing dispersed international operations; tariff and currency fluctuations; changing political conditions; foreign governments' monetary policies; and less protective foreign intellectual property laws. Because most of our foreign sales are denominated in United States dollars, an increase in value of the United States dollar against foreign currencies, particularly the Japanese yen, will make our products more expensive than those offered by some of our foreign competitors. Our ability to compete overseas in the future could be materially and adversely affected by a strengthening of the United States dollar against foreign currencies. The ability of our international operations to prosper also will depend, in part, on a continuation of current trade relations between the United States and foreign countries in which our customers operate and in which our subcontractors have assembly operations. A change toward more protectionist trade legislation in either the United States or foreign countries in which we do business, such as a change in the current tariff structures, export compliance or other trade policies, could adversely affect our ability to sell our products in foreign markets. OUR SUCCESS DEPENDS IN PART ON OUR INTELLECTUAL PROPERTY, WHICH WE MAY BE UNABLE TO PROTECT Our success depends in part on our proprietary technology. To protect this technology, we rely principally on contractual restrictions (such as nondisclosure and confidentiality agreements) in our agreements with employees, vendors, consultants and customers and on the common law of trade secrets and proprietary "know-how." We secondarily rely, in some cases, on patent and copyright protection, which may become more important to us as we expand our investment in advanced packaging technologies. We may not be successful in protecting our technology for a number of reasons, including: 25 o Our competitors may independently develop technology that is similar to or better than ours; o Employees, vendors, consultants and customers may not abide by their contractual agreements, and the cost of enforcing those agreements may be prohibitive, or those agreements may prove to be unenforceable or more limited than we anticipate; o Foreign intellectual property laws may not adequately protect our intellectual property rights; and o Our patent and copyright claims may not be sufficiently broad to effectively protect our technology; patents or copyrights may be challenged, invalidated or circumvented; and we may otherwise be unable to obtain adequate protection for our technology. In addition, our partners in joint ventures and alliances may also have rights to technology we develop through those joint ventures and alliances. If we are unable to protect our technology, we could weaken our competitive position or face significant expense to protect or enforce our intellectual property rights. THIRD PARTIES MAY CLAIM WE ARE INFRINGING ON THEIR INTELLECTUAL PROPERTY, WHICH COULD CAUSE US TO INCUR SIGNIFICANT LITIGATION COSTS OR OTHER EXPENSES, OR PREVENT US FROM SELLING SOME OF OUR PRODUCTS The semiconductor industry is characterized by rapid technological change, with frequent introductions of new products and technologies. As a result, industry participants often develop products and features similar to those introduced by others, increasing the risk that their products and processes may give rise to claims that they infringe on the intellectual property of others. We may unknowingly infringe on the intellectual property rights of others and incur significant liability for that infringement. If we are found to infringe on the intellectual property rights of others, we could be enjoined from continuing to manufacture, market or use the affected product, or be required to obtain a license to continue manufacturing or using the affected product. A license could be very expensive to obtain or may not be available at all. Similarly, changing our products or processes to avoid infringing the rights of others may be costly or impractical. Occasionally, third parties assert that we are, or may be, infringing on or misappropriating their intellectual property rights. In these cases, we will defend against claims or negotiate licenses where we consider these actions appropriate. Intellectual property cases are uncertain and involve complex legal and factual questions. If we become involved in this type of litigation, it could consume significant resources and divert our attention from our business. Some of our customers have received notices of infringement from the Lemelson Medical, Education and Research Foundation Limited Partnership (the "Lemelson Foundation"), alleging that equipment we have supplied to our customers, and processes this equipment performs, infringes on patents held by the Lemelson Foundation. These notices increased substantially in 1998, the year in which the Lemelson Foundation settled its suit against the Ford Motor Company, and entered into license agreements with Ford, GM and Chrysler. Since the settlement, a number of our customers, including Intel, have been sued by the Lemelson Foundation. 26 Some of our customers have requested that we defend and indemnify them against the Lemelson Foundation's claims or contribute to any settlement the customer reaches with the Lemelson Foundation. We have received opinions from our outside patent counsel with respect to various Lemelson Foundation patents. We are not aware that any equipment we market or that any process performed by our equipment infringes on the Lemelson Foundation patents and we do not believe that the Lemelson Foundation matter or any other pending intellectual property claim against us will materially and adversely affect our business, financial condition or operating results. The ultimate outcome of any infringement or misappropriation claim affecting us is uncertain, however, and we cannot assure you that our resolution of this litigation will not materially and adversely affect our business, financial condition and operating results. YEAR 2000 To date we have experienced no material Year 2000 issues, and we do not expect future Year 2000 issues based on the performance to date of internal systems that we use and the products we supply to our customers. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. At June 30, 2000, we had a non-trading investment portfolio, excluding those classified as cash and cash equivalents, of $90.7 million. Due to the short term nature of the investment portfolio, if market interest rates were to increase immediately and uniformly by 100 basis points there would be no material adverse affect on our business, financial condition or operating results. PART II. OTHER INFORMATION. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit 10(a) - Amendment No. 2 to the Company's 1994 Employee Incentive Stock Option and Non-Qualified Stock Option Plan effective May 16, 2000. Exhibit 10(b) - Amendment No. 2 to the Company's 1998 Employee Incentive Stock Option and Non-Qualified Stock Option Plan effective May 16, 2000. Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K The Company filed a Form 8-K on June 26, 2000 making an Item 5 disclosure announcing that its Board of Directors approved a 2-for-1 stock split of its common stock. Pursuant to the stock split, each shareholder of record at the close of business on July 17, 2000 was entitled to receive one additional share for each common share held at the close of business on that date. The additional shares were distributed on July 31, 2000. 27 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. KULICKE AND SOFFA INDUSTRIES, INC. Date: August 8, 2000 By: /s/ CLIFFORD G. SPRAGUE - ------------------------- --------------------------------- Clifford G. Sprague Senior Vice President, Chief Financial Officer (Principal Financial Officer) 28 EX-10.(A) 2 0002.txt AMENDMENT NO. 2 STOCK OPTION PLAN EXHIBIT 10(a) AMENDMENT NO. 2 TO THE KULICKE AND SOFFA INDUSTRIES, INC. 1994 EMPLOYEE INCENTIVE STOCK OPTION AND NON-QUALIFIED STOCK OPTION PLAN WHEREAS, Kulicke and Soffa Industries, Inc. (the "Company") maintains the Kulicke and Soffa Industries, Inc. 1994 Employee Incentive Stock Option and Non-Qualified Stock Option Plan (the "Plan"), as amended and restated effective October 8, 1996, and as amended one time thereafter, for the benefit of its eligible employees and eligible employees of its subsidiaries; WHEREAS, the Company reserved the right to amend the Plan at any time, subject to certain inapplicable limitations; WHEREAS, the Company desires to amend the Plan in order (i) to clarify the method of paying the exercise price of options granted under the Plan, and (ii) to add a service requirement to the definition of "Retirement"; NOW, THEREFORE, with respect to options granted on or after May 16, 2000, the Kulicke and Soffa Industries, Inc. 1994 Employee Incentive Stock Option and Non-Qualified Stock Option Plan is hereby amended as follows: 1. The first sentence of Subparagraph (b)(4)(B) (Manner of Payment) of Section 6 (Options) is amended to read as follows: The Option price shall be payable: (i) In cash or its equivalent; (ii) In Common Shares previously acquired by the Key Employee; provided that if such Common Shares were acquired through the exercise of an ISO or NQSO, such shares have been held by the Key Employee for such period of time as required to be considered "mature" shares for purposes of accounting treatment; or (iii) In any combination of (i) and (ii) above. 2. The last paragraph of Subparagraph (b)(5a) (Exercise upon Retirement of Key Employee) of Section 6 (Options) is amended to read as follows: For purposes of this Plan, Retirement shall mean a Key Employee's retirement from the Company and its Subsidiaries at or after attaining age 65 and completing at least five years of employment with the Company and its Subsidiaries, or before such time if expressly agreed to by the Company. 3. The second paragraph of Paragraph (e) (Withholding and Use of Shares to Satisfy Tax Obligations) of Section 12 (Miscellaneous) is amended to read as follows: In order to satisfy the withholding requirements of applicable federal tax laws, Key Employees may satisfy the minimum required federal withholding tax, in whole or in part, by returning to the Company Common Shares, which shares shall be valued, for this purpose, at their Fair Market Value on the date of exercise of the Option (or if later, the date on which the Key Employee recognizes ordinary income with respect to such exercise) ("Determination Date"). Alternatively, the Committee, in its discretion, may permit the Key Employee to satisfy the minimum required federal withholding tax, in whole or in part, by electing to have the Company withhold Common Shares. An election to use Common Shares to satisfy tax withholding requirements must be made in compliance with and subject to any withholding rules adopted by the Committee. The Company may not withhold shares in excess of the number necessary to satisfy the minimum required federal income tax withholding requirements. In the event Common Shares acquired under the exercise of an Option, granted under this Plan or any other plan of the Company, are used to satisfy such withholding requirement, such Common Shares must have been held by the Key Employee for such period of time as required to be considered "mature" shares for purposes of accounting treatment. IN WITNESS WHEREOF, Kulicke and Soffa Industries, Inc. has caused this Amendment No. 2 to be executed this _______ day of ________________, 2000. [Seal] KULICKE AND SOFFA INDUSTRIES, INC. Attest: By: ------------------------------ ------------------------------- EX-10.(B) 3 0003.txt AMENDMENT NO. 2 STOCK OPTION PLAN EXHIBIT 10(b) AMENDMENT NO. 2 TO THE KULICKE AND SOFFA INDUSTRIES, INC. 1998 EMPLOYEE INCENTIVE STOCK OPTION AND NON-QUALIFIED STOCK OPTION PLAN WHEREAS, Kulicke and Soffa Industries, Inc. (the "Company") established the Kulicke and Soffa Industries, Inc. 1998 Employee Incentive Stock Option and Non-Qualified Stock Option Plan (the "Plan"), effective November 11, 1998, and amended one time thereafter, for the benefit of its eligible employees and eligible employees of its subsidiaries; WHEREAS, the Company reserved the right to amend the Plan at any time, subject to certain inapplicable limitations; and WHEREAS, the Company desires to amend the Plan in order (i) to clarify the method of paying the exercise price of options granted under the Plan, and (ii) to add a service requirement to the definition of "Retirement"; NOW, THEREFORE, with respect to options granted on or after May 16, 2000, the Kulicke and Soffa Industries, Inc. 1998 Employee Incentive Stock Option and Non-Qualified Stock Option Plan is hereby amended as follows: The first sentence of Subparagraph (b)(4)(B) (Manner of Payment) of Section 6 (Options) is amended to read as follows: The Option price shall be payable: (i) In cash or its equivalent; (ii) In Common Shares previously acquired by the Key Employee; provided that if such Common Shares were acquired through the exercise of an ISO or NQSO, such shares have been held by the Key Employee for such period of time as required to be considered "mature" shares for purposes of accounting treatment; or (iii) In any combination of (i) and (ii) above. The last paragraph of Subparagraph (b)(6) (Exercise upon Retirement of Key Employee) of Section 6 (Options) is amended to read as follows: For purposes of this Plan, Retirement shall mean a Key Employee's retirement from the Company and its Subsidiaries at or after attaining age 65 and completing at least five years of employment with the Company and its Subsidiaries, or before such time if expressly agreed to by the Company. The second paragraph of Paragraph (e) (Withholding and Use of Shares to Satisfy Tax Obligations) of Section 12 (Miscellaneous) is amended to read as follows: In order to satisfy the withholding requirements of applicable federal tax laws, Key Employees may satisfy the minimum required federal withholding tax, in whole or in part, by returning to the Company Common Shares, which shares shall be valued, for this purpose, at their Fair Market Value on the date of exercise of the Option (or if later, the date on which the Key Employee recognizes ordinary income with respect to such exercise) ("Determination Date"). Alternatively, the Committee, in its discretion, may permit the Key Employee to satisfy the minimum required federal withholding tax, in whole or in part, by electing to have the Company withhold Common Shares. An election to use Common Shares to satisfy tax withholding requirements must be made in compliance with and subject to any withholding rules adopted by the Committee. The Company may not withhold shares in excess of the number necessary to satisfy the minimum required federal income tax withholding requirements. In the event Common Shares acquired under the exercise of an Option, granted under this Plan or any other plan of the Company, are used to satisfy such withholding requirement, such Common Shares must have been held by the Key Employee for such period of time as required to be considered "mature" shares for purposes of accounting treatment. IN WITNESS WHEREOF, Kulicke and Soffa Industries, Inc. has caused this Amendment No. 2 to be executed this ________ day of ________________, 2000. [Seal] KULICKE AND SOFFA INDUSTRIES, INC. Attest: By: ----------------------- --------------------------------- EX-27 4 0004.txt FDS WORKSHEET FOR KULICKE & SOFFA INDUSTRIES, INC.
5 1,000 9-MOS SEP-30-2000 OCT-01-1999 JUN-30-2000 155,684 90,742 223,819 3,473 81,776 559,608 168,537 89,063 694,743 133,727 175,000 0 0 188,516 187,519 694,743 670,260 670,260 433,470 433,470 137,492 0 5,378 100,391 28,400 73,030 0 0 0 73,030 1.53 1.36
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