Edgar Filing: ELECTRO SCIENTIFIC INDUSTRIES INC

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 29, 2012

¨	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: 0-12853

ELECTRO SCIENTIFIC INDUSTRIES, INC.


Oregon		93-0370304
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

13900 N.W. Science Park Drive, Portland, Oregon		97229
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number: (503) 641-4141

Registrant’s web address: www.esi.com

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of the Registrant’s Common Stock at January 30, 2013 was 29,502,808 shares.

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


		PAGE NO.
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets— at December 29, 2012 and March 31, 2012		1

	Condensed Consolidated Statements of Operations— for the fiscal quarters ended December 29, 2012 and December 31, 2011		2

	Condensed Consolidated Statements of Comprehensive Income (Loss)— for the fiscal quarters ended December 29, 2012 and December 31, 2011		2

	Condensed Consolidated Statements of Cash Flows— for the fiscal quarters ended December 29, 2012 and December 31, 2011		3

	Notes to Condensed Consolidated Financial Statements		4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		22

Item 4.	Controls and Procedures		22

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings		22

Item 1A.	Risk Factors		23

Item 4.	Mine Safety Disclosures		31

Item 6.	Exhibits		32

SIGNATURES			33

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(In thousands)	Dec 29, 2012		Mar 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	47,240	$	69,780
Restricted cash		22,269		22,269
Short-term investments		95,364		106,674
Trade receivables, net of allowances of $452 and $390		18,614		32,744
Inventories		80,224		68,055
Shipped systems pending acceptance		359		1,360
Deferred income taxes, net		9,048		10,021
Other current assets		4,563		4,060

Total current assets		277,681		314,963
Non-current investments		6,253		23,046
Property, plant and equipment, net of accumulated depreciation of $106,815 and $101,716		30,253		32,103
Non-current deferred income taxes, net		32,880		36,489
Goodwill		7,889		4,014
Acquired intangible assets, net of accumulated amortization of $12,422 and $10,609		12,059		8,332
Other assets		14,865		14,263

Total assets	$	381,880	$	433,210

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	12,511	$	13,045
Accrued liabilities		23,340		21,635
Deferred revenue		6,520		10,751

Total current liabilities		42,371		45,431
Non-current income taxes payable		9,521		9,109
Commitments and contingencies
Shareholders’ equity:
Preferred stock, without par value; 1,000 shares authorized; no shares issued		—		—
Common stock, without par value; 100,000 shares authorized; 29,497 and 28,970 issued and outstanding		174,113		168,143
Retained earnings		155,333		210,021
Accumulated other comprehensive income		542		506

Total shareholders’ equity		329,988		378,670

Total liabilities and shareholders’ equity	$	381,880	$	433,210

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Fiscal quarter ended						Three fiscal quarters ended
(In thousands, except per share amounts)	Dec 29, 2012			Dec 31, 2011			Dec 29, 2012			Dec 31, 2011
Net sales	$	37,930		$	49,807		$	177,051		$	208,737
Cost of sales		24,697			28,646			106,645			117,875

Gross profit		13,233			21,161			70,406			90,862
Operating expenses:
Selling, service and administration		11,696			13,944			42,473			45,322
Research, development and engineering		8,730			10,480			28,791			32,456
Legal settlement (proceeds) costs, net		(15,365	)		—			(15,365	)		550
(Gain) loss on sale of property and equipment, net		(1,226	)		—			(1,226	)		2
Restructuring costs		—			861			—			861

Net operating expenses		3,835			25,285			54,673			79,191

Operating income (loss)		9,398			(4,124	)		15,733			11,671
Non-operating (expense) income:
Gain on sale of previously impaired auction rate securities		—			—			—			2,729
Interest and other (expense) income, net		(5	)		47			(64	)		(496	)

Total non-operating (expense) income		(5	)		47			(64	)		2,233
Income (loss) before income taxes		9,393			(4,077	)		15,669			13,904
Provision for (benefit from) income taxes		2,625			(2,196	)		4,634			1,335

Net income (loss)	$	6,768		$	(1,881	)	$	11,035		$	12,569

Net income (loss) per share – basic	$	0.23		$	(0.07	)	$	0.38		$	0.44

Net income (loss) per share – diluted	$	0.23		$	(0.07	)	$	0.37		$	0.43

Weighted average number of shares – basic		29,434			28,849			29,296			28,689

Weighted average number of shares – diluted		30,043			28,849			29,954			29,384

Cash dividends paid per common share	$	2.08		$	—		$	2.24		$	—

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	Fiscal quarter ended						Three fiscal quarters ended
(In thousands)	Dec 29, 2012			Dec 31, 2011			Dec 29, 2012			Dec 31, 2011
Net income (loss)	$	6,768		$	(1,881	)	$	11,035		$	12,569
Other comprehensive income:
Foreign currency translation adjustment, net of taxes of ($134), $68, $19 and $56		(239	)		121			37			401
Reclassification of unrealized gain on auction rate securities		—			—			—			(1,445	)
Accumulated other comprehensive income related to benefit plan obligation, net of taxes of $1, $1, $4 and $4		3			2			8			6
Net unrealized (loss) gain on available-for-sale securities, net of taxes of ($8), $24, ($5), and $9		(15	)		42			(9	)		15

Comprehensive income (loss)	$	6,517		$	(1,716	)	$	11,071		$	11,546

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three fiscal quarters ended
(In thousands)	Dec 29, 2012			Dec 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	11,035		$	12,569
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		6,867			8,130
Amortization of acquired intangible assets		1,810			1,307
Share-based compensation expense		6,132			9,546
Provision for doubtful accounts		—			50
(Gain) loss on sale of property and equipment, net		(1,226	)		2
Gain on sale of previously impaired auction rate securities		—			(2,729	)
Deferred income taxes		4,537			(2,109	)
Changes in operating accounts:
Decrease in trade receivables, net		14,315			18,502
Increase in inventories		(11,744	)		(6,432	)
Decrease in shipped systems pending acceptance		1,002			4,050
Decrease in other current assets		61			2,937
Decrease in accounts payable and accrued liabilities		(912	)		(21,219	)
Decrease in deferred revenue		(4,343	)		(7,660	)

Net cash provided by operating activities		27,534			16,944
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments		(857,435	)		(720,961	)
Proceeds from sales and maturities of investments		885,818			660,707
Proceeds from sale of auction rate securities		—			6,450
Increase in restricted cash		—			(11,500	)
Purchase of property, plant and equipment		(5,127	)		(4,198	)
Proceeds from the sale of property, plant and equipment		2,020			—
Cash paid for acquisition of Eolite Systems, net of cash acquired		(9,466	)		—
Decrease in other assets		403			174

Net cash provided by (used in) investing activities		16,213			(69,328	)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends paid to shareholders		(65,723	)		—
Stock plan activity, net		73			2,345
Excess tax benefit of share-based compensation		71			519

Net cash (used in) provided by financing activities		(65,579	)		2,864
Effect of exchange rate changes on cash		(708	)		665

NET CHANGE IN CASH AND CASH EQUIVALENTS		(22,540	)		(48,855	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		69,780			116,412

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	47,240		$	67,557

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for income taxes	$	(1,174	)	$	(4,268	)
Income tax refunds received	$	651		$	132
Dividends declared but not paid	$	—		$	2,311

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

These unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in these interim statements. Accordingly, these condensed consolidated financial statements are to be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for its fiscal year ended March 31, 2012. These interim statements include all adjustments (consisting of only normal recurring adjustments and accruals) necessary for a fair presentation of results for the interim periods presented. The results for interim periods are not necessarily indicative of the results of operations for the entire year.

The preparation of 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 disclosure of commitments and contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates.

Management believes that the estimates used are reasonable. Significant estimates made by management include: revenue recognition; inventory valuation; product warranty reserves; allowance for doubtful accounts; accrued restructuring costs; share-based compensation; income taxes including the valuation of deferred tax assets; fair value measurements; valuation of cost method equity investments; valuation of long-lived assets; and valuation of goodwill.

There have been no significant changes to the Company’s significant accounting policies from those presented in Note 2 “Summary of Significant Accounting Policies” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for its fiscal year ended March 31, 2012. All references to years or quarters relate to fiscal years or fiscal quarters unless otherwise noted.

2. Recent Accounting Pronouncements

There have been no recent accounting pronouncements or changes in accounting pronouncements during the quarter ended December 29, 2012 that are of significance to the Company.

3. Restricted Cash

As of December 29, 2012, the Company had restricted cash of $22.3 million, which collateralized commercial letters of credit substituted for the cash bond previously held by the Kaohsiung District Court of Taiwan. The total restricted cash balance of $22.3 million was included in Restricted cash on the Condensed Consolidated Balance Sheets at December 29, 2012 as a current asset. The related litigation was settled in the Company’s favor on November 29, 2012 and cancellation of the letters of credit had not yet been completed as of December 29, 2012. See Note 15 “Legal Proceedings” below for further discussion.

4. Share-Based Compensation

The Company recognizes expense related to the fair value of its share-based compensation awards using the Black-Scholes model to estimate the fair value of awards on the date of grant, except for unvested restricted stock unit awards which are valued at the fair value of the Company’s stock on the date of award. The Company recognizes compensation expense for all share-based compensation awards on a straight-line basis over the requisite service period of the award.

Stock-settled stock appreciation rights (SARs) grant the right to receive shares of the Company’s stock equivalent to the increase in stock value of a specified number of shares over a specified period of time, divided by the stock price at the time of exercise. The Company uses the Black-Scholes model to estimate the fair value of SARs. Similar to options, SARs are recorded at the fair value of the award at grant date and the expense is recognized on a straight-line basis over the requisite service period of the award.

The Company granted a total of 552,500 restricted stock unit awards and 5,000 stock options but did not grant any SARs during the first three quarters of 2013. The Company granted a total of 468,900 restricted stock unit awards and 194,000 SARs during the first three quarters of 2012, but did not grant any stock options in that period.

Share-based compensation expense was included in the Company’s Condensed Consolidated Statements of Operations as follows:


	Fiscal quarter ended				Three fiscal quarters ended
(In thousands)	Dec 29, 2012		Dec 31, 2011		Dec 29, 2012		Dec 31, 2011
Cost of sales	$	202	$	302	$	635	$	859
Selling, service and administration		867		1,557		4,145		7,094
Research, development and engineering		413		534		1,579		1,617

Total share-based compensation expense	$	1,482	$	2,393	$	6,359	$	9,570

As of December 29, 2012, no share-based compensation expense was capitalized. The Company has $10.4 million of total unrecognized share-based compensation costs, net of estimated forfeitures, which are expected to be recognized over a weighted-average period of 1.9 years.

5. Fair Value Measurements

Financial Assets Measured at Fair Value

ASC Topic 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include the following:

•

Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;

•

Level 2, defined as inputs that are observable either directly or indirectly such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and other inputs that can be corroborated by observable market data; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company’s fair value hierarchy for its financial assets measured at fair value on a recurring basis as of December 29, 2012 and March 31, 2012 was as follows (in thousands):


December 29, 2012	Level 1		Level 2			Level 3		Total
Money market securities	$	2,712	$	—		$	—	$	2,712
Government agencies		—		48,200			—		48,200
Commercial paper		—		44,266			—		44,266
Corporate bonds		—		18,090			—		18,090
Municipal bonds		—		1,048			—		1,048
Forward purchase or (sale) contracts:
Japanese Yen		—		429			—		429
New Taiwan Dollar		—		(2	)		—		(2	)
Korean Won		—		26			—		26
Euro		—		(67	)		—		(67	)
British Pound		—		28			—		28
Chinese Renminbi		—		(32	)		—		(32	)
Singapore Dollar		—		(2	)		—		(2	)


March 31, 2012	Level 1		Level 2			Level 3		Total
Money market securities	$	5,244	$	—		$	—	$	5,244
Commercial paper		—		83,645			—		83,645
Government agencies		—		67,261			—		67,261
Corporate Bonds		—		20,121			—		20,121
Forward purchase or (sale) contracts:
Japanese Yen		—		202			—		202
New Taiwan Dollar		—		(5	)		—		(5	)
Korean Won		—		(17	)		—		(17	)
Euro		—		(1	)		—		(1	)
British Pound		—		20			—		20
Chinese Renminbi		—		(1	)		—		(1	)

For Level 1 assets, the Company utilized quoted prices in active markets for identical assets.

For Level 2 assets, exclusive of forward contracts, the Company utilized quoted prices in active markets for similar assets. For forward contracts, spot prices at December 28, 2012 and March 30, 2012 were utilized to calculate unrealized gain/loss.

During the third quarter of 2013, there were no transfers between Level 1 and Level 2 assets. As of December 29, 2012, the Company did not hold any auction rate securities (ARS) investments. In the first quarter of 2012, the Company sold all of its remaining ARS for approximately $6.0 million and all of its related preferred stock for approximately $0.5 million. These ARS had a total estimated fair value of $5.2 million as of April 2, 2011, which consisted of $10.7 million par value ARS and $4.0 million par value ARS which were converted by the bond issuer to its preferred stock in 2009. The Company recorded a gain of $2.7 million in the first quarter of 2012, which included $1.4 million in reclassification of previously recorded unrealized gain out of accumulated other comprehensive income.

As of December 29, 2012, the Company had $6.0 million invested in Series D Preferred Stock and $3.0 million invested in Series E Preferred Stock of OmniGuide, Inc., representing an 11% interest. At each reporting period end, the Company determines whether events or circumstances have occurred that are likely to have a significant adverse effect on the fair value of these investments. If there are no events or circumstances identified that would adversely affect the fair value of the investments, the fair values of the investments are not calculated as it is not practicable to do so. As of December 29, 2012 and March 31, 2012, management had not identified events or circumstances that indicated the investments were impaired; therefore, as presented in Note 8 “Other Assets”, the full carrying value of $9.0 million was included in Other assets on the Consolidated Balance Sheets at December 29, 2012 and March 31, 2012.

Investments

Certain information regarding the Company’s investments at December 29, 2012 and March 31, 2012 was as follows (in thousands):


December 29, 2012			Unrealized
	Cost		Gain		Loss		Fair Value
Available-for-sale securities (current):
Commercial paper	$	44,265	$	1		—	$	44,266
Government agencies		43,185		14		—		43,199
Corporate bonds		16,827		12		—		16,839
Municipal bonds		1,048		—		—		1,048

	$	105,325	$	27	$	—	$	105,352

Available-for-sale securities (non-current):
Government agencies		4,997		4		—		5,001
Corporate bonds		1,252		—		—		1,252

	$	6,249	$	4	$	—	$	6,253


March 31, 2012			Unrealized
	Cost		Gain		Loss			Fair Value
Available-for-sale securities (current):
Commercial paper	$	83,645	$	—	$	—		$	83,645
Government agencies		46,293		5		—			46,298
Corporate Bonds		17,987		51		—			18,038

	$	147,925	$	56	$	—		$	147,981

Available-for-sale securities (non-current):
Government agencies	$	20,989	$	—	$	(26	)	$	20,963
Corporate Bonds		2,070		13		—			2,083

	$	23,059	$	13	$	(26	)	$	23,046

For purposes of determining gross realized gains and losses, and reclassification out of accumulated other comprehensive income, the cost of securities sold is based on specific identification. Net unrealized holding gains and losses on current available-for-sale securities included in accumulated other comprehensive income were insignificant as of December 29, 2012 and March 31, 2012.

Underlying maturities of investments at December 29, 2012 were $105.3 million within one year and $6.3 million between one to five years.

6. Inventories

Inventories are principally valued at standard costs, which approximate the lower of cost (first-in, first-out) or market. Components of inventories were as follows:


(In thousands)	Dec 29, 2012		Mar 31, 2012
Raw materials and purchased parts	$	54,220	$	48,126
Work-in-process		13,116		10,511
Finished goods		12,888		9,418

	$	80,224	$	68,055

7. Other Current Assets

Other current assets consisted of the following:


(In thousands)	Dec 29, 2012		Mar 31, 2012
Prepaid expenses	$	2,620	$	2,687
Value added tax receivable		784		1,055
Other		1,159		318

	$	4,563	$	4,060

8. Other Assets

Other assets consisted of the following:


(In thousands)	Dec 29, 2012		Mar 31, 2012
Minority equity investment	$	8,966	$	8,966
Consignment and demo equipment, net		4,459		4,394
Other		1,440		903

	$	14,865	$	14,263

9. Business Acquisitions

On June 14, 2012, the Company acquired Eolite Systems (Eolite), a designer and manufacturer of unique fiber lasers, for $9.7 million in cash for all their outstanding shares. During the first three quarters of 2013, the Company also incurred approximately $0.9 million in acquisition-related costs which are included in Selling, service and administration expenses in the Condensed Consolidated Statements of Operations. The purchase price was allocated to the underlying assets acquired and liabilities assumed based on their fair values. Analyses supporting the purchase price allocation included a valuation of assets and liabilities as of the closing date, an analysis of intangible assets and a detailed review of the opening balance sheet to determine other significant adjustments required to recognize assets and liabilities at fair value.

The following table presents the allocation of the purchase price of $9.5 million, net of cash acquired, to the assets acquired and liabilities assumed based on their fair values (in thousands):


Investments	$	285
Accounts receivable		113
Inventory		1,554
Prepaid expense and other assets		824
Property, plant and equipment		227
Acquired intangibles		5,539
Goodwill		3,875
Accounts payable and accrued liabilities		(1,157	)
Short term debt		(1,794	)

Total purchase price, net of cash acquired	$	9,466

The acquisition provides the Company with direct access to differentiated, higher power laser technology which can be used in a broad set of microfabrication applications. The Company has allocated $3.9 million of the purchase price to goodwill. The premium paid over the fair value of the individual assets acquired and liabilities assumed reflects the Company’s view that this acquisition will increase the Company’s ability to customize lasers to specific customer applications with differentiated capability. None of the goodwill is deductible for tax purposes.

As a result of the acquisition, the Company recorded $5.5 million of identifiable intangible assets including approximately $5.0 million of developed technology, $0.4 million in customer relationships, $0.1 million in trademarks and backlog. The acquired intangibles will be amortized over their useful lives which range from one to nine years.

The operating results of this acquisition are included in the Company’s results of operations since the date of acquisition. Pro forma financial information has not been provided for the acquisition of Eolite as it was not material to the Company’s overall financial position.

10. Accrued Liabilities

Accrued liabilities consisted of the following:


(In thousands)	Dec 29, 2012		Mar 31, 2012
Payroll-related liabilities	$	8,097	$	6,446
Product warranty accrual		5,790		4,187
Pension benefit liabilities		2,049		2,110
Professional fees payable		1,907		2,011
Freight accrual		1,680		1,119
Income taxes payable		1,356		1,730
Purchase order commitments and receipts		847		1,473
Value added taxes payable		332		260
Customer deposits		272		385
Restructuring costs payable		10		1,048
Other		1,000		866

	$	23,340	$	21,635

11. Product Warranty Accrual

The following is a reconciliation of the change in the aggregate accrual for product warranty:


	Fiscal quarter ended						Three fiscal quarters ended
(In thousands)	Dec 29, 2012			Dec 31, 2011			Dec 29, 2012			Dec 31, 2011
Product warranty accrual, beginning	$	6,096		$	5,117		$	4,187		$	4,415
Warranty charges incurred, net		(1,603	)		(1,248	)		(5,513	)		(5,199	)
Provision for warranty charges		1,297			768			7,116			5,421

Product warranty accrual, ending	$	5,790		$	4,637		$	5,790		$	4,637

Net warranty charges incurred include labor charges and costs of replacement parts for system repairs under warranty. These costs are recorded net of any estimated cost recoveries resulting from either successful repair of damaged parts or from warranties offered by the Company’s suppliers for defective components. The provision for warranty charges reflects the estimate of future anticipated net warranty costs to be incurred for all products under warranty at quarter end and is recorded to cost of sales.

12. Deferred Revenue

Generally, revenue is recognized upon fulfillment of acceptance criteria at the Company’s factory and title transfer which frequently occurs at the time of delivery to a common carrier. Revenue is deferred whenever title transfer is pending and/or acceptance criteria have not yet been fulfilled. Deferred revenue occurrences include sales to Japanese customers, shipments of substantially new products and shipments with custom specifications and acceptance criteria. In sales involving multiple element arrangements, the relative selling price of any undelivered elements, including installation services, is deferred until the elements are delivered and acceptance criteria are met. Revenue related to maintenance and service contracts is deferred and recognized ratably over the duration of the contracts.

The following is a reconciliation of the changes in deferred revenue:


	Fiscal quarter ended						Three fiscal quarters ended
(In thousands)	Dec 29, 2012			Dec 31, 2011			Dec 29, 2012			Dec 31, 2011
Deferred revenue, beginning	$	9,456		$	9,363		$	10,751		$	16,039
Revenue deferred		5,394			4,267			43,340			33,304
Revenue recognized		(8,330	)		(5,246	)		(47,571	)		(40,959	)

Deferred revenue, ending	$	6,520		$	8,384		$	6,520		$	8,384

13. Earnings Per Share

The following is a reconciliation of weighted average shares outstanding used in the calculation of basic and diluted earnings per share:


	Fiscal quarter ended					Three fiscal quarters ended
(In thousands, except per share data)	Dec 29, 2012		Dec 31, 2011			Dec 29, 2012		Dec 31, 2011
Net income (loss)	$	6,768	$	(1,881	)	$	11,035	$	12,569

Weighted average shares used for basic earnings per share		29,434		28,849			29,296		28,689
Incremental diluted shares		609		—			658		695

Weighted average shares used for diluted earnings per share		30,043		28,849			29,954		29,384

Net income (loss) per share:
Net income (loss) – basic	$	0.23	$	(0.07	)	$	0.38	$	0.44

Net income (loss) – diluted	$	0.23	$	(0.07	)	$	0.37	$	0.43

Awards of options, stock-settled stock appreciation rights (SARs), unvested restricted stock units (RSUs) and shares associated with the Company’s Employee Stock Purchase Plan (ESPP) representing an additional 2.5 million and 4.2 million shares for the third quarter ended December 29, 2012 and December 31, 2011, respectively, were not included in the calculation of diluted net earnings per share because their effect would have been antidilutive.

For the three quarters ended December 29, 2012 and December 31, 2011, awards of options, SARs, unvested RSUs and ESPP shares representing an additional 2.3 million and 2.8 million shares, respectively, were not included in the calculation of diluted net earnings per share because their effect would have been antidilutive.

14. Product and Geographic Information

Net sales by product type were as follows:


	Fiscal quarter ended				Three fiscal quarters ended
(In thousands)	Dec 29, 2012		Dec 31, 2011		Dec 29, 2012		Dec 31, 2011
Interconnect & Microfabrication Group (IMG)	$	30,537	$	35,318	$	147,506	$	134,757
Components Group (CG)		4,071		6,054		19,607		23,349
Semiconductor Group (SG)		3,322		8,435		9,938		50,631

	$	37,930	$	49,807	$	177,051	$	208,737

Net sales by geographic area, based on the location of the end user, were as follows:


	Fiscal quarter ended				Three fiscal quarters ended
(In thousands)	Dec 29, 2012		Dec 31, 2011		Dec 29, 2012		Dec 31, 2011
Asia	$	28,928	$	42,731	$	154,962	$	185,550
Americas		6,990		4,515		15,696		14,375
Europe		2,012		2,561		6,393		8,812

	$	37,930	$	49,807	$	177,051	$	208,737

15. Legal Proceedings

All Ring Patent Infringement Prosecution

The Company’s proceedings against All Ring Tech Co., Ltd (All Ring) in Taiwan for alleged patent infringement were settled in the Company’s favor on November 29, 2012. All Ring paid the Company $475 million New Taiwan Dollars, representing approximately $16.3 million to settle the case, and the case was dismissed. This gain was partially offset by court and legal fees associated with the All Ring litigation and other non-recurring legal matters.

As a part of these proceedings, the Company established three letters of credit for approximately $19.5 million in July 2009, September 2009 and June 2011, which were collateralized by $22.3 million of restricted cash. The total restricted cash balance was included in Restricted cash on the Condensed Consolidated Balance Sheets as of March 31, 2012 and December 29, 2012. The settlement of the proceedings eliminated the need for the Company to maintain the letters of credit, and the Company began the process of closing the letters of credit in December 2012.

In the ordinary course of business, the Company is involved in various other legal matters, either asserted or unasserted, and investigations. In the opinion of management, ultimate resolution of these matters will not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

16. Restructuring and Cost Management Plans

In 2012, the Company continued its efforts to reduce its worldwide cost structure through transition of certain procurement and manufacturing activities to Asia and additionally identified and initiated other cost reduction actions. The Company completed these actions as of December 29, 2012. See the Company’s Form 10-K for the year ended March 31, 2012 for additional information related to restructuring and cost management plans.

During the first three quarters of 2013, no additional restructuring costs were incurred. At December 29, 2012, the amount of unpaid restructuring costs is included in Accrued liabilities on the Condensed Consolidated Balance Sheet.

The following table presents the amounts related to restructuring costs payable (in thousands):


Restructuring costs payable balance as of March 31, 2012	$	1,048
Employee severance and related benefits:
Costs incurred and other adjustments		(92	)
Cash payments		(946	)

Restructuring costs payable balance as of December 29, 2012	$	10

17. Shareholders’ Equity

Share Repurchase Program

On May 15, 2008, the Board of Directors authorized a share repurchase program totaling $20.0 million to acquire shares of the Company’s outstanding common stock primarily to offset dilution from equity compensation programs. On December 9, 2011, the Board of Directors terminated the 2008 repurchase program and authorized a new share repurchase program totaling $20.0 million to acquire shares of the Company’s outstanding common stock. The repurchases are to be made at management’s discretion in the open market or in privately negotiated transactions in compliance with applicable securities laws and other legal requirements and are subject to market conditions, share price and other factors. The Company did not repurchase any shares under this program in either the first three quarters of 2013 or in 2012. There is no fixed completion date for the repurchase program. See the Company’s Form 10-K for the year ended March 31, 2012 for additional information related to these share repurchase programs.

Dividends

On December 9, 2011, the Board of Directors adopted a dividend policy under which the Company intends to pay quarterly cash dividends. The following table summarizes the dividends declared and paid by the Company since adoption of the dividend policy:


Date Declared	Record Date	Payment Date	Amount per Share
November 8, 2012	November 21, 2012	December 5, 2012	$	0.08
August 9, 2012	August 24, 2012	September 10, 2012	$	0.08
May 10, 2012	June 4, 2012	June 18, 2012	$	0.08
December 9, 2011	January 27, 2012	February 17, 2012	$	0.08

A special dividend of $2.00 per share was declared by the Board of Directors on December 3, 2012 after the successful patent settlement. The special dividend should not be considered a recurring event. See Note 15 “Legal Proceedings” above for further discussion.

During the first three quarters of 2013, the Company paid aggregate dividends of $65.7 million.

The Company currently anticipates that it will continue to pay cash dividends on a quarterly basis in the future, although the declaration, timing and amount of any future cash dividends are at the discretion of the Board of Directors and will depend on the Company’s financial condition, results of operations, capital requirements, business conditions and other factors, as well as a determination that cash dividends are in the best interest of the shareholders.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The statements contained in this report that are not statements of historical fact, including without limitation, statements containing the words “believes,” “expects,” “anticipates” and similar words, constitute forward-looking statements that are subject to a number of risks and uncertainties. From time to time we may make other forward-looking statements. Investors are cautioned that such forward-looking statements are subject to an inherent risk that actual results may materially differ as a result of many factors, including the risks described in Part II, Item 1A “Risk Factors.”

Business Overview

Electro Scientific Industries, Inc. and its subsidiaries (ESI) is a leading supplier of innovative laser-based manufacturing solutions for the microtechnology industry. Our advanced laser systems enable precise structuring of micron to submicron features in components and devices which are used in a wide variety of end products in the consumer electronics, computer, communications and other industries. These features enable our customers to achieve functionality, or improve yield and productivity in their manufacturing processes that can be critical to their profitability. Founded in 1944, ESI is headquartered in Portland, Oregon, with global operations and subsidiaries in Asia, Canada, Europe and the United States.

Our advanced laser microfabrication systems allow microelectronics, semiconductor, and other microtechnology manufacturers to physically alter select device features during high-volume production in order to increase performance and improve production yields. Laser microfabrication comprises a set of precise micron-level processes, including via drilling, wafer scribing and dicing, material ablation, semiconductor memory-link cutting, electronic device trimming, and nano-level structuring to alter material characteristics such as color and texture. These processes require application-specific laser systems able to meet our customers’ exacting performance and productivity requirements. Our laser-based systems improve production yields or enable improved performance for flexible interconnect material, semiconductor devices, light emitting diodes (LEDs), high-density interconnect (HDI) circuits, advanced semiconductor packaging, flat panel liquid crystal displays (LCDs) and other high value components.

Additionally, we produce high-capacity test and inspection equipment that is critical to the quality control process during the production of multilayer ceramic capacitors (MLCCs). Our equipment ensures that each component meets the electrical and physical tolerances required to perform properly.

During the quarter, we decided to discontinue our investment in LED package test products as a result of ongoing overcapacity and commodization of the market.

Summary of Sequential Quarterly Results

The financial results of the quarter ended December 29, 2012, which represented the third quarter of 2013, reflected a sequential decline in sales as a result of on-going challenges in many of our markets and timing of design wins in our micromachining business. Revenue decreased to $37.9 million from $80.2 million in the second quarter of 2013 which ended September 29, 2012. Total order volume for the third quarter of 2013 declined to $26.3 million from $35.0 million in the second quarter, primarily driven by the on-going unfavorable macro-economic environment, continued absorption of capacity of flex products ordered earlier in the year, and lower follow on orders related to consumer electronics. In addition, continued overcapacity led to low demand in our memory repair, LED and passive component businesses.

Net sales of $37.9 million for the third quarter of 2013 decreased $42.3 million compared to $80.2 million for the prior quarter. Sales for our Interconnect & Microfabrication Group (IMG) products decreased $38.6 million due to our microfabrication customers absorbing capacity shipped in the first half of 2013. Components Group (CG) decreased $3.8 million as our MLCC customers utilize existing capacity. Semiconductor Group (SG) sales levels remained consistent with the previous quarter.

Gross margin was 34.9% on net sales of $37.9 million for the third quarter of 2013 compared to 41.8% on net sales of $80.2 million for the prior quarter. The decrease was driven by lower production levels and write down of inventory related to discontinuance of our 3800 LED Test platform, partially offset by more favorable product mix.

Net operating expenses of $3.8 million in the third quarter of 2013 decreased $21.8 million compared to the prior quarter. The decrease was due to net legal settlement proceeds of $15.4 million, gain on sale of property and equipment of $1.2 million, a decrease of $1.8 million in research, development and engineering (RD&E), and a decrease of $3.4 million in selling, service and administration (SS&A). RD&E expenses decreased from the prior quarter due to lower variable and share-based compensation expenses and to a lesser extent, lower project materials. SS&A expense decreased primarily due to reduced compensation, professional fees and other variable expenses based on lower business volumes.

Operating income was $9.4 million in the third quarter of 2013, an increase of $1.5 million compared to operating income of $7.9 million in the prior quarter. The increase was primarily due to the legal settlement proceeds and gain on sale of property and equipment offset by lower sales volumes and gross profit as discussed above.

The effective tax rate was 27.9% for the third quarter of 2013, resulting from an income tax provision of $2.6 million, compared to an effective rate of 34.6% for the prior quarter that resulted from an income tax provision of $2.8 million. The decrease in the effective tax rate was primarily due to the fluctuation in quarterly net income between the second and third quarters of 2013, the mix of income and relative tax rates between jurisdictions, the utilization of various tax credits associated with higher income, and a decrease in valuation allowance against state net operating losses.

Net income for the third quarter of 2013 was $6.8 million compared to net income of $5.2 million in the prior quarter. However, income for the quarter was primarily the result of the legal settlement proceeds and gain on sale of property and equipment. Excluding these items, underlying business results would have resulted in an operating loss. Given the underlying results of the quarter, we considered if a triggering event had occurred requiring consideration of impairment of our goodwill, long lived assets and deferred tax assets. We concluded it had not, however our current market capitalization does not substantially exceed our carrying value. These factors have the possibility to lead to impairment in future periods if operating result trends do not improve.

Quarter Ended December 29, 2012 Compared to Quarter Ended December 31, 2011

Results of Operations

The following table presents results of operations data as a percentage of net sales:


	Fiscal quarter ended
	Dec 29, 2012			Dec 31, 2011
Net sales		100.0	%		100.0	%
Cost of sales		65.1			57.5

Gross margin		34.9			42.5
Selling, service and administration		30.8			28.0
Research, development and engineering		23.0			21.1
Legal settlement proceeds, net		(40.5	)		—
Gain on sale of property and equipment, net		(3.2	)		—
Restructuring costs		—			1.7

Operating income (loss)		24.8			(8.3	)
Interest and other (expense) income, net		—			0.1

Income (loss) before income taxes		24.8			(8.2	)
Provision for (benefit from) income taxes		7.0			(4.4	)

Net income (loss)		17.8	%		(3.8	)%

Net Sales

Net sales were $37.9 million for the third quarter of 2013, a decrease of $11.9 million or 24% compared to net sales of $49.8 million for the third quarter of 2012. The decrease in revenue was a combination of microfabrication customers absorbing capacity shipped in the first half of 2013 and slow demand for memory repair and LED scribing products.

The following table presents net sales information by product group:


	Fiscal quarter ended
(In thousands, except percentages)	Dec 29, 2012					Dec 31, 2011
	Net Sales		% of Net Sales			Net Sales		% of Net Sales
Interconnect & Microfabrication Group (IMG)	$	30,537		80.5	%	$	35,318		70.9	%
Components Group (CG)		4,071		10.7			6,054		12.2
Semiconductor Group (SG)		3,322		8.8			8,435		16.9

	$	37,930		100.0	%	$	49,807		100.0	%

IMG sales in the third quarter of 2013 decreased $4.8 million or 14% compared to the third quarter of 2012. The decrease was primarily driven by lower year over year demand from our advanced micromachining and flex-circuit customers.

CG sales in the third quarter of 2013 decreased $2.0 million or 33% compared to the third quarter of 2012. The decrease stems from MLCC customers’ continued utilization of existing capacity.

SG sales in the third quarter of 2013 decreased $5.1 million or 61% compared to the third quarter of 2012. The decrease was driven by lower demand for memory repair as customers continue to defer capacity additions. In addition, revenue declined in LED as a result of a continued overcapacity in the industry, especially for makers of LED backlights for display.

The following table presents net sales information by geographic region:


	Fiscal quarter ended
(In thousands, except percentages)	Dec 29, 2012					Dec 31, 2011
	Net Sales		% of Net Sales			Net Sales		% of Net Sales
Asia	$	28,928		76.3	%	$	42,731		85.8	%
Americas		6,990		18.4			4,515		9.1
Europe		2,012		5.3			2,561		5.1

	$	37,930		100.0	%	$	49,807		100.0	%

Compared to the third quarter of 2012, net sales for the third quarter of 2013 decreased $13.8 million in Asia, increased $2.5 million in the Americas and decreased $0.6 million in Europe. The majority of our systems are sold into Asia as our customers’ manufacturing facilities primarily reside in that region. The decrease in Asia was driven by lower demand for memory repair and LED scribing systems coupled with capacity absorption from our advanced microfabrication and flex interconnect products. Net sales in the Americas and Europe remain a lower percentage of total sales as purchases in these regions are primarily for specialized uses or research and development purposes, as compared to the trend by our Asian customers to source their high-volume manufacturing in that region.

Gross Profit

The following table presents gross profit information:


	Fiscal quarter ended
(In thousands, except percentages)	Dec 29, 2012					Dec 31, 2011
	Gross Profit		% of Net Sales			Gross Profit		% of Net Sales
Gross Profit	$	13,233		34.9	%	$	21,161		42.5	%

Gross profit for the third quarter of 2013 was $13.2 million, a decrease of $8.0 million compared to gross profit of $21.2 million for the third quarter of 2012. Gross profit as a percentage of net sales decreased to 34.9% for the third quarter of 2013 from 42.5% for the third quarter of 2012. The decreases were primarily related to lower volumes, timing of laser repair activities, and write down of inventory related to our 3800 LED Test platform, offset partially by more favorable product mix.

Operating Expenses

The following table presents operating expense information:


	Fiscal quarter ended
(In thousands, except percentages)	Dec 29, 2012						Dec 31, 2011
	Expense			% of Net Sales			Expense		% of Net Sales
Selling, service and administration	$	11,696			30.8	%	$	13,944		28.0	%
Research, development and engineering		8,730			23.0			10,480		21.1
Legal settlement proceeds, net		(15,365	)		(40.5	)		—		—
Gain on sale of property and equipment, net		(1,226	)		(3.2	)		—		—
Restructuring costs		—			—			861		1.7

	$	3,835			10.1	%	$	25,285		50.8	%

Selling, Service and Administration

Selling, service and administration (SS&A) expenses primarily consist of labor and other employee-related expenses including share-based compensation expense, travel expenses, professional fees, sales commissions and facilities costs.

SS&A expenses were $11.7 million for the third quarter of 2013, down from $13.9 million in the third quarter of 2012. This decrease was primarily attributable to variable expenses due to lower business volumes, labor costs, professional fees, and share-based compensation expense. The decrease in share-based compensation expense is primarily due to lower attainment rate on performance based restricted stock units and the lower grant date fair value for new awards granted in 2013.

Research, Development and Engineering

Research, development and engineering (RD&E) expenses are primarily comprised of labor and other employee-related expenses, professional fees, project materials, equipment costs and facilities costs. RD&E expenses totaled $8.7 million for the third quarter of 2013, a decrease of $1.8 million compared to the third quarter of 2012. This decrease was primarily due to lower labor costs, professional fees, project materials and other new product development costs, partially offset by the addition of Eolite expenses.

Legal Settlement Proceeds and Costs, net

Legal settlement proceeds and costs, net for the third quarter of 2013 were $15.4 million, which consisted of the All Ring litigation legal settlement proceeds of $16.3 million partially offset by court and legal fees associated with the All Ring litigation and other non-recurring legal matters.

Gain on Sale of Property and Equipment, net

During the third quarter of 2013, we sold a facility located in China, for $2.0 million, resulting in a pre-tax gain of $1.3 million partially offset by loss on disposal of certain fixed assets primarily used in testing and development.

Restructuring Costs

During the third quarter of 2012, we initiated restructuring plans to reduce our worldwide cost structure through transition of certain procurement and manufacturing activities to Asia and additionally identified and initiated other cost reduction actions. As a result of the actions, we recognized $0.9 million of restructuring costs during the third quarter of 2012 which consisted primarily of employee severance and related benefits.

Non-operating Income and Expense

Interest and Other Income (Expense), net

Income Taxes

The following table presents income tax information:


	Fiscal quarter ended
(In thousands, except percentages)	Dec 29, 2012					Dec 31, 2011
	Income Tax Provision		Effective Tax Rate			Income Tax (Benefit)			Effective Tax Rate
Income tax provision (benefit)	$	2,625		27.9	%	$	(2,196	)		53.9	%

The income tax provision for the third quarter of 2013 was $2.6 million on pretax income of $9.4 million, an effective tax rate of 27.9%. For the third quarter of 2012, the income tax benefit was $2.2 million on pretax loss of $4.1 million, an effective tax benefit of 53.9%. The higher effective tax rate for third quarter of 2012 was primarily due to the relative quarterly income levels, the mix of income between jurisdictions and their relative tax rates, and an increase in deductions from federal tax incentives related to higher income in the third quarter.

Our effective tax rate is subject to fluctuation based upon the mix of income and relative tax rates between jurisdictions, and the occurrence and timing of numerous discrete events such as changes in tax laws or their interpretations, extensions or expirations of research and experimentation credits, closure of tax years subject to examination, finalization of income tax returns, the relationship of fixed deductions to overall changes in estimated and actual pretax income or loss and the tax jurisdictions where income or loss is generated, and the ability to fully utilize our deferred tax assets.

Net Income (Loss)

The following table presents net income information:


	Fiscal quarter ended
(In thousands, except percentages)	Dec 29, 2012					Dec 31, 2011
	Net Income		% of Net Sales			Net Loss			% of Net Sales
Net income (loss)	$	6,768		17.8	%	$	(1,881	)		(3.8	)%

Net income for the third quarter of 2013 was $6.8 million, or $0.23 per basic share and diluted share, compared to a net loss of $1.9 million, or $(0.07) per diluted share for the third quarter of 2012. The increase was primarily due to the net legal settlement proceeds and gain on sale of property and equipment partially offset by lower sales volumes and gross profit in the third quarter of 2013.

Three Quarters Ended December 29, 2012 Compared to Three Quarters Ended December 31, 2011

Results of Operations

The following table presents results of operations data as a percentage of net sales:


	Three fiscal quarters ended
	Dec 29, 2012			Dec 31, 2011
Net sales		100.0	%		100.0	%
Cost of sales		60.2			56.5

Gross margin		39.8			43.5
Selling, service and administration		24.0			21.7
Research, development and engineering		16.3			15.6
Legal settlement (proceeds) costs, net		(8.7	)		0.3
Gain on sale of property and equipment, net		(0.7	)		—
Restructuring costs		—			0.4

Operating income		8.9			5.5
Gain on sale of previously impaired auction rate securities		—			1.3
Interest and other income (expense), net		(0.1	)		(0.2	)

Income before income taxes		8.8			6.6
Provision for income taxes		2.6			0.6

Net income		6.2	%		6.0	%

Net Sales

Net sales were $177.1 million for the first three quarters of 2013, a decrease of $31.6 million or 15% compared to net sales of $208.7 million for the first three quarters of 2012. The decrease in revenue was primarily driven by continued low demand for SG memory repair and LED scribing products partially offset by an increase in revenue from our flex interconnect products.

The following table presents net sales information by product group:


	Three fiscal quarters ended
(In thousands, except percentages)	Dec 29, 2012					Dec 31, 2011
	Net Sales		% of Net Sales			Net Sales		% of Net Sales
Interconnect & Microfabrication Group (IMG)	$	147,506		83.3	%	$	134,757		64.5	%
Components Group (CG)		19,607		11.1			23,349		11.2
Semiconductor Group (SG)		9,938		5.6			50,631		24.3

	$	177,051		100.0	%	$	208,737		100.0	%

IMG sales in the first three quarters of 2013 increased $12.7 million or 9% compared to the first three quarters of 2012. The increase was primarily driven by shipment of increased flex interconnect orders received in late 2012 and early 2013. Increased sales in the flex-circuit market were driven by strong demand for smart phones and tablets which utilize an increased amount of flex circuitry in their designs.

CG sales in the first three quarters of 2013 decreased $3.7 million or 16% compared to the first three quarters of 2012. The decrease was primarily driven by slowed demand for tooling products.

SG sales in the first three quarters of 2013 decreased $40.7 million or 80% compared to the first three quarters of 2012. The decrease was driven by on-going lower demand for memory repair as customers continue to defer capacity additions. In addition, revenue declined in LED as a result of a continued overcapacity in the industry, especially for makers of LED backlights for display.

The following table presents net sales information by geographic region:


	Three fiscal quarters ended
(In thousands, except percentages)	Dec 29, 2012					Dec 31, 2011
	Net Sales		% of Net Sales			Net Sales		% of Net Sales
Asia	$	154,962		87.5	%	$	185,550		88.9	%
Americas		15,696		8.9			14,375		6.9
Europe		6,393		3.6			8,812		4.2

	$	177,051		100.0	%	$	208,737		100.0	%

Compared to the first three quarters of 2012, net sales for the first three quarters of 2013 decreased $30.6 million in Asia and $2.4 million in Europe with an increase of $1.3 million in the Americas. The majority of our systems are sold into Asia as our customers’ manufacturing facilities primarily reside in that region. The decrease in Asia was driven by lower demand for memory repair and LED scribing products. In addition, we saw a decline due to our microfabrication and flex interconnect customers utilizing existing capacity. Net sales in the Americas and Europe remain a lower percentage of total sales as purchases in these regions are primarily for specialized uses or research and development purposes, as compared to the trend by our Asian customers to source their high-volume manufacturing in that region.

Gross Profit

The following table presents gross profit information:


	Three fiscal quarters ended
(In thousands, except percentages)	Dec 29, 2012					Dec 31, 2011
	Gross Profit		% of Net Sales			Gross Profit		% of Net Sales
Gross Profit	$	70,406		39.8	%	$	90,862		43.5	%

Gross profit for the first three quarters of 2013 was $70.4 million, a decrease of $20.5 million compared to gross profit of $90.9 million for the first three quarters of 2012. Gross profit as a percentage of net sales decreased to 39.8% for the first three quarters of 2013 from 43.5% for the three quarters of 2012. These decreases were primarily related to lower revenue levels, a less favorable product mix, and write down of inventory related to our 3800 LED Test platform.

Operating Expenses

The following table presents operating expense information:


	Three fiscal quarters ended
(In thousands, except percentages)	Dec 29, 2012						Dec 31, 2011
	Expense			% of Net Sales			Expense		% of Net Sales
Selling, service and administration	$	42,473			24.0	%	$	45,322		21.7	%
Research, development and engineering		28,791			16.3			32,456		15.6
Legal settlement (proceeds) costs, net		(15,365	)		(8.7	)		550		0.3
(Gain) loss on sale of property and equipment, net		(1,226	)		(0.7	)		2		—
Restructuring costs		—			—			861		0.4

	$	54,673			30.9	%	$	79,191		38.0	%

Selling, Service and Administration

SS&A expenses were $42.5 million for the first three quarters of 2013, a decrease of $2.8 million compared to the first three quarters of 2012. This decrease was primarily attributable to reduced variable expenses due to lower business volumes, labor costs and share-based compensation expense, partially offset by $0.9 million in acquisition and integration costs for Eolite systems. The decrease in share-based compensation expense primarily resulted from the prior year accelerated expense associated with the Chief Executive Officer’s retirement eligibility date and the lower grant date fair value for new awards granted in 2013.

Research, Development and Engineering

RD&E expenses totaled $28.8 million for the first three quarters of 2013, a decrease of $3.7 million compared to the first three quarters of 2012. This decrease was primarily due to lower labor costs associated with selective decreases in headcount, lower project materials and new product development costs, partially offset by the addition of Eolite expenses.

Legal Settlement Proceeds and Costs, net

Legal settlement proceeds and costs, net for first three quarters of 2013 was $15.4 million, which consisted of the All Ring litigation legal settlement proceeds of $16.3 million partially offset by court and legal fees associated with the All Ring litigation and other non-recurring legal matters. Legal settlement costs for the first three quarters of 2012 were $0.6 million, which consisted of court and legal fees associated with the All Ring litigation and other non-recurring legal matters.

Gain on Sale of Property and Equipment, net

During the third quarter of 2013, we sold a facility in China for $2.0 million, resulting in a pre-tax gain of $1.3 million partially offset by loss on disposal of certain fixed assets primarily used in testing and development.

Restructuring Costs

During the third quarter of 2012, we initiated restructuring plans to reduce our worldwide cost structure through transition of certain procurement and manufacturing activities to Asia and additionally identified and initiated other cost reduction actions. As a result of the actions, we recognized $0.9 million of restructuring costs during the first third quarters of 2012 which consisted primarily of employee severance and related benefits.

Non-operating Income and Expense

Gain on Sale of Previously Impaired Auction Rate Securities (ARS)

During the first quarter of 2012, we sold all of our remaining ARS with a total par value of $14.7 million for approximately $6.5 million. We recorded a total gain of $2.7 million, which included $1.4 million in reclassification of previously recorded unrealized gains out of accumulated other comprehensive income. As of December 29, 2012, we did not hold any ARS investments. See Note 5 “Fair Value Measurements” to the Condensed Consolidated Financial Statements in Item 1 Financial Statements and Supplementary Data for further discussion.

Interest and Other Income (Expense), net

Interest and other income (expense), net, consists of interest income and expense, market gains and losses on assets held for our deferred compensation plan, realized and unrealized foreign exchange gains and losses, bank charges, investment management fees and other miscellaneous non-operating items. Net interest and other expense was $0.1 million for the first three quarters of 2013 compared to net interest and other expense of $0.5 million for the first three quarters of 2012. The decrease in expense was primarily attributable to market gains in 2013 on assets held for our deferred compensation plan and, to a lesser extent, improved interest income.

Income Taxes

The following table presents income tax information:


	Three fiscal quarters ended
(In thousands, except percentages)	Dec 29, 2012					Dec 31, 2011
	Income Tax Provision		Effective Tax Rate			Income Tax Provision		Effective Tax Rate
Income tax provision	$	4,634		29.6	%	$	1,335		9.6	%

The income tax provision for the first three quarters of 2013 was $4.6 million on pretax income of $15.7 million generating an effective tax rate of 29.6%. For the first three quarters of 2012, the income tax provision was $1.3 million on pretax income of $13.9 million generating an effective tax rate of 9.6%. The higher effective tax rate for the first three quarters of 2013 was primarily due to the relative level of income, the mix of income between jurisdictions and their relative tax rates, an increase in certain foreign losses subject to valuation, and differences between prior year tax estimates and actual tax results.

Net Income

The following table presents net income information:


	Three fiscal quarters ended
(In thousands, except percentages)	Dec 29, 2012					Dec 31, 2011
	Net Income		% of Net Sales			Net Income		% of Net Sales
Net income	$	11,035		6.2	%	$	12,569		6.0	%

Net income for the first three quarters of 2013 was $11.0 million, or $0.38 per basic share and $0.37 per diluted share, compared to a net income of $12.6 million, or $0.44 per basic share and $0.43 per diluted share for the first three quarters of 2012. The decrease in net income was primarily due to lower gross profit on lower revenues in the first three quarters of 2013, substantially offset by the legal settlement proceeds and gain on the sale of property and equipment. Net income in 2012 was also higher in part due to the $2.7 million gain on the sale of previously impaired ARS investments.

Financial Condition and Liquidity

At December 29, 2012, our principal sources of liquidity were cash and cash equivalents of $47.2 million, short-term investments of $95.4 million and accounts receivable of $18.6 million. At December 29, 2012, we had a current ratio of 6.55 and held no long-term debt. Working capital of $235.3 million decreased compared to the March 31, 2012 balance of $269.5 million. We also held $6.3 million of non-current investments at December 29, 2012.

In May 2008, the Board of Directors authorized a share repurchase program totaling $20.0 million to acquire shares of our outstanding common stock primarily to offset dilution from equity compensation programs. In December 2011, the Board of Directors terminated the 2008 repurchase program and authorized a new share repurchase program totaling $20.0 million to acquire shares of our outstanding common stock. The repurchases are to be made at management’s discretion in the open market or in privately negotiated transactions in compliance with applicable securities laws and other legal requirements and are subject to market conditions, share price and other factors. We did not repurchase any shares under this program during the first three quarters of 2013 or 2012. There is no fixed completion date for the repurchase program. See the Form 10-K for the year ended March 31, 2012 for additional discussion related to these share repurchase programs.

In December 2011, the Board of Directors adopted a dividend policy under which we intend to pay quarterly cash dividends. The following table summarizes the dividend declared and paid by us since the dividend policy was adopted:


Date Declared	Record Date	Payment Date	Amount per Share
November 8, 2012	November 21, 2012	December 5, 2012	$	0.08
August 9, 2012	August 24, 2012	September 10, 2012	$	0.08
May 10, 2012	June 4, 2012	June 18, 2012	$	0.08
December 9, 2011	January 27, 2012	February 17, 2012	$	0.08

A special dividend of $2.00 per share was declared by the Board of Directors on December 3, 2012 after the successful All Ring patent litigation settlement. The special dividend should not be considered a recurring event. See Note 15 “Legal Proceedings” for further discussion.

During the first three quarters of 2013, we paid aggregate dividends of $65.7 million.

We currently anticipate that we will continue to pay cash dividends on a quarterly basis in the future, although the declaration, timing and amount of any future cash dividends are at the discretion of the Board of Directors and will depend on our financial condition, results of operations, capital requirements, business conditions and other factors, as well as a determination that cash dividends are in the best interest of our shareholders.

Sources and Uses of Cash

Net cash flows provided by operating activities totaled $27.5 million for the three quarters ended December 29, 2012 due to $11.0 million of net income and $18.1 million in non-cash changes offset by $1.6 million of cash outflows from working capital. The cash outflow from working capital was primarily due to an $11.7 million increase in inventory, a $4.3 million decrease in deferred revenue and a $0.9 million decrease in accounts payable and accrued inventory partially offset by a $14.3 million decrease in trade receivables and a $1.0 decrease in shipped systems pending acceptance.

For the three quarters ended December 29, 2012, net cash provided by investing activities of $16.2 million was primarily due to $885.8 million of proceeds from sales and maturities of investments and $2.0 million of proceeds from the sale of property and equipment, partially offset by $857.4 million of purchases of investments, $9.5 million of net cash paid for acquisition of Eolite Systems, and $5.1 million of purchases of property, plant and equipment. Net cash used in financing activities of $65.6 million was the result of $65.7 million of cash dividends paid to shareholders offset by $0.1 million used in employee stock purchase activity and net stock plan activity including employee tax deposits related to stock awards.

We believe that our existing cash, cash equivalents and short-term investments are adequate to fund our operations, any dividends which may be declared, our share repurchase program and contractual obligations for at least the next twelve months.

Critical Accounting Policies and Estimates

We reaffirm the “Critical Accounting Policies and Estimates” in Part II Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations reported in our Form 10-K for the year ended March 31, 2012.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the market risk disclosure contained in our Form 10-K for the year ended March 31, 2012.

Item 4. Controls and Procedures

Attached to this quarterly report as exhibits 31.1 and 31.2 are the certifications of our President and Chief Executive Officer (CEO) and our Chief Financial Officer (CFO) required by Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This portion of our quarterly report on Form 10-Q is our disclosure of the conclusions of our management regarding the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report based on management’s evaluation of those disclosure controls and procedures. This disclosure should be read in conjunction with the Section 302 Certifications for a complete understanding of the topics presented.

Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our CEO and CFO, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on that evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the third quarter of 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

All Ring Patent Infringement Prosecution

Our proceedings against All Ring Tech Co., Ltd (All Ring) in Taiwan for alleged patent infringement were settled in ESI’s favor on November 29, 2012. All Ring paid us $475 million New Taiwan Dollars, representing approximately $16.3 million to settle the case, and the case was dismissed. This gain was partially offset by court and legal fees associated with the All Ring litigation and other non-recurring legal matters.

As a part of these proceedings, we established three letters of credit for approximately $19.5 million in July 2009, September 2009 and June 2011, which were collateralized by $22.3 million of restricted cash. The total restricted cash balance was included in Restricted cash on the Condensed Consolidated Balance Sheets as of March 31, 2012 and December 29, 2012. The settlement of the proceedings eliminated the need for us to maintain the letters of credit, and we began the process of closing the letters of credit in December 2012.

In the ordinary course of business, we are involved in various other legal matters, either asserted or unasserted, and investigations. In the opinion of management, ultimate resolution of these matters will not have a material effect on our consolidated financial position, results of operations or cash flows.

Item 1A. Risk Factors

The statements contained in this report that are not statements of historical fact, including without limitation statements containing the words “believes,” “expects” and similar words, constitute forward-looking statements that are subject to a number of risks and uncertainties. From time to time, we may make other forward-looking statements. Investors are cautioned that such forward-looking statements are subject to an inherent risk that actual results may differ materially. The following information highlights some of the factors that could cause actual results to differ materially from the results expressed or implied by our forward-looking statements.

Forward-looking statements should be considered in light of these factors. Factors that may result in such variances include, but are not limited to, the following:

Risks Related to Our Competition and Customers

Volatility of Our Customers’ Industries

Our business is dependent upon the capital expenditures of manufacturers of microelectronics, semiconductors and light emitting diodes (LEDs) used in consumer electronics, computers, wireless communications and other electronic products. The capital equipment market for microelectronics, semiconductor and consumer electronics manufacturers has historically been characterized by sudden and severe cyclical variations in product supply and demand due to a number of factors including capacity utilization, timing of customers’ new product introductions and demand for their products, inventory levels relative to demand and access to affordable capital. The timing, severity and duration of these market cycles are difficult or impossible to predict. In addition, the design win nature of our advanced microfabrication business has resulted in an increase in the volatility of our order and revenue levels. As a result, business levels can vary significantly from quarter to quarter or year to year. Significant downturns in the market for microelectronics, semiconductors, and LEDs used in electronic devices or in the market for consumer electronics reduce demand for our products and may materially and adversely affect our business, financial condition and results of operations. For example, starting in the second half of fiscal 2012, we experienced the negative impact of an uncertain economic environment, slower market growth and overcapacity in several of our markets, which resulted in overall lower order and revenue levels. As a result of this uncertain economic environment, our total order volume declined in 2012 compared to 2011. In addition, we believe the semiconductor memory repair market has matured, which will result in lower demand for our memory repair products during up cycles than we have experienced historically. The degree of the impact of any downturn on our business depends on a number of factors, including: the strength of the global and United States economies; the overall level of demand for consumer electronics products; the stability of global financial systems; and the overall health of the microelectronics, semiconductor, LEDs and consumer electronics industries.

Highly Competitive Markets

We face substantial competition from established competitors throughout the world, some of which have greater financial, engineering, manufacturing and marketing resources than we do. Those competitors with greater resources may, in addition to other things, be able to better withstand periodic downturns, compete more effectively on the basis of price and technology, or more quickly develop enhancements to, and new generations of, products that compete with the products we manufacture and market. Some competitors may be willing to sell competing products at lower margins than we would be willing to accept, increasing price-based competition. New companies may enter the markets in which we compete, or industry consolidation may occur, further increasing competition in those markets. We believe that to be competitive we must continue to expend significant financial resources in order to, among other things, invest in new product development and enhancements. We may not be able to compete successfully in the future and increased competition may result in price reductions, reduced profit margins and loss of market share.

Increased Price Pressure

We have experienced and continue to experience pricing pressure in the sale of our products, from both competitors and customers. Pricing pressures typically have become more intense during cyclical downturns when competitors seek to maintain or increase market share, reduce inventory or introduce more technologically advanced products. In addition, we may agree to pricing concessions with our customers in connection with volume orders. Our business, financial condition, margins or results of operations may be materially and adversely affected by competitive pressure and intense price-based competition.

Revenues are Largely Dependent on Few Customers

We depend on a few significant customers for a large portion of our revenues. In 2012, our top ten customers accounted for approximately 56% of total net sales, with one customer accounting for approximately 29% of total net sales. We anticipate that sales of our products to a relatively small number of customers will continue to account for a significant portion of our revenues. Consolidation between customers, changes in technologies or solutions used by customers, changes in products manufactured by customers or in end-user demand for those products, selection of suppliers other than us, customer bankruptcies or customer departures from their respective industries all may result in even fewer customers accounting for a high percentage of our revenue. Furthermore, none of our customers have any long-term obligation to continue to buy our products or services and may therefore delay, reduce or cease ordering our products or services at any time. The cancellation, reduction or deferral of purchases of our products by even a single customer could significantly reduce our revenues in any particular quarter. If we were to lose any of our significant customers or suffer a material reduction in their purchase orders, revenue could decline and our business, financial condition and results of operations could be materially and adversely affected.

Revenues are Largely Based on the Sale of a Small Number of Product Units

We derive a substantial portion of our revenue from the sale of a relatively small number of products. Accordingly, our revenues, margins and other operating results could fluctuate significantly from quarter to quarter depending upon a variety of factors in addition to those described above, including:

•

changes in the timing of orders and terms or acceptance of product shipments by our customers;

•

changes in the mix of products and services that we sell;

•

timing and market acceptance of our new product introductions; and

•

delays or problems in the planned introduction of new products, or in the performance of any such products following delivery to customers.

As a result of these risks, we believe that quarter-to-quarter comparisons of our revenue and operating results may not be meaningful, and that these comparisons may not be an accurate indicator of our future performance.

Risks Related to Our Supply Chain and Production

Variability of Production Capacity

To meet rapidly changing demand in the industries we serve, we must effectively manage our resources and production capacity. During periods of decreasing demand for our products, we must be able to appropriately align our cost structure with prevailing market conditions and effectively manage our supply chain. Our ability to rapidly and effectively reduce our cost structure in response to such downturns is limited by the fixed nature of many of our expenses in the near term and by our need to continue our investment in next-generation product technology and to support and service our products. Conversely, when upturns occur in the markets we serve, we may have difficulty rapidly and effectively increasing our manufacturing capacity or procuring sufficient materials to meet sudden increases in customer demand that could result in the loss of business to our competitors and harm to our relationships with our customers. If we are not able to timely and appropriately adapt to changes in our business environment, our business, financial condition or results of operations may be materially and adversely affected.

Problems with Critical Suppliers

We use a wide range of components from numerous suppliers in the manufacture of our products, including custom electronic, laser, optical and mechanical components. We generally do not have guaranteed supply arrangements with our suppliers. We seek to reduce the risk of production and service interruptions and shortages of key parts by selecting and qualifying alternative suppliers for key parts, monitoring the financial stability of key suppliers and maintaining appropriate inventories of key parts. Although we make reasonable efforts to ensure that parts are available from multiple suppliers, some key parts are available only from a single supplier or a limited group of suppliers in the short term. In addition, some of the lasers we use in our products are difficult to manufacture, and as a result we may not receive an adequate supply of lasers in a timely fashion to fill orders. Operations at our suppliers’ facilities are subject to disruption or discontinuation for a variety of reasons, including changes in business relationships, competitive factors, financial difficulties, work stoppages, fire, natural disasters or other causes. Any such disruption or discontinuation to our suppliers’ operations could interrupt or reduce our manufacturing activities and delay delivery of our products, any or all of which could materially and adversely affect our results of operations. In addition, when markets recover from economic downturns, there is a heightened risk that one or more of our suppliers may not be able to meet increased demand requirements, adversely impacting our ability to fulfill orders and win business with our customers.

Problems with Contract Manufacturers

We have arrangements with contract manufacturers to complete the manufacturing of certain of our products or product subcomponents. Any significant interruption in our contract manufacturers’ ability to provide manufacturing services to us as a result of contractual disputes with us or another party, labor disruptions, financial difficulties, natural disasters, delay or interruption in the receipt of inventory, customer prioritization or other causes could result in reduced manufacturing capabilities or delayed deliveries for certain of our products, any or all of which could materially and adversely affect our results of operations.

Charges for Excess or Obsolete Inventory

One factor on which we compete is the ability to ship products on schedules required by customers. In order to facilitate timely shipping, management forecasts demand, both in type and amount of products, and these forecasts are used to determine inventory to be purchased. We also order materials based on our technology roadmap, which represents management’s assessment of technology that will be utilized in new products that we develop. Certain types of inventory, including lasers and optical equipment, are particularly expensive and may only be used in the production of a single type of product. If actual demand is lower than forecast with respect to the type or amount of products actually ordered, or both, our inventory levels may increase. As a result, there is a risk that we may have to incur material accounting charges for excess and obsolete inventory if inventory cannot be used, which would negatively affect our financial results. Also, if we or our customers alter our technology or product development strategy, we may have inventory that may not be usable under the new strategy, which may also result in material accounting charges. For example, during 2012, we recorded $2.0 million of charges in cost of sales for an inventory write-off associated with discontinued products.

Risks Related to Our Organization

Operating a Global Business

International shipments accounted for 92% of net sales in 2012, with 87% of our net shipments to customers in Asia. We expect that international shipments will continue to represent a significant percentage of net sales in the future. We also have significant foreign operations, including manufacturing facilities in China and Singapore, research and development facilities in Canada, France and Taiwan, and sales and service offices in various countries. Under our globalization strategy, we intend to increase our foreign operations in the future. Our non-U.S. sales, purchases and operations are subject to risks inherent in conducting business abroad, many of which are outside our control, including the following:

•

periodic local or geographic economic downturns and unstable political conditions;

•

price and currency exchange controls;

•

fluctuation in the relative values of currencies;

•

difficulty in repatriating money, whether as a result of tax laws or otherwise;

•

difficulties protecting intellectual property;

•

compliance with labor laws and other laws governing employees;

•

local labor disputes;

•

shipping delays and disruptions;

•

unexpected changes in trading policies, regulatory requirements, tariffs and other barriers; and

•

difficulties in managing a global enterprise, including staffing, collecting accounts receivable, and managing suppliers, distributors and representatives.

Our business and operating results could also be impacted, directly or indirectly, by natural disasters, outbreaks of infectious disease, military action, international conflicts, terrorist activities, civil unrest and associated political instability. Many of our facilities, including our Portland, Oregon headquarters, are in areas with known earthquake risk. Some of these events or circumstances may also result in heightened security concerns with respect to domestic and international travel and commerce, which may further affect our business and operating results. In particular, due to these uncertainties, we are subject to the following additional risks:

•

future tightening of immigration controls may adversely affect the residence status of non-U.S. engineers and other key technical employees in our U.S. facilities or our ability to hire new non-U.S. employees in such facilities;

•

more frequent instances of shipping delays;

•

demand for our products may not increase or may decrease; and

•

our customers or suppliers may experience financial difficulties or cease operations.

Implementation and Modification of Globalization Strategy

We are implementing our globalization strategy in which we are moving certain operational resources and capabilities to different countries in Asia to be closer to many of our significant customers and to reduce costs. We believe this strategy will enhance customer relationships, improve our responsiveness, and reduce our manufacturing costs for certain products. We opened a manufacturing facility in Singapore in the fourth quarter of 2010, which manufactures certain IMG, LED, CG and laser ablation products and is now our primary system manufacturing facility. Additionally, we have a manufacturing facility in Beijing China, which manufactures certain laser products.

Our globalization strategy is subject to a variety of complexities and risks, many of which we have little experience managing, and which may divert a substantial amount of management’s time. These risks include:

•

challenges in designing new facilities that can be scaled for future expansion, replicating current processes and bringing new facilities up to full operation;

•

unpredictable costs, redundancy costs and cost overruns for developing new facilities and acquiring equipment;

•

building local management teams, technical personnel and other staff for functions that we have not previously conducted outside of the United States;

•

technical obstacles such as poor production or process yield and loss of quality control during the ramp up of a new facility;

•

re-qualifications and other procedures that may be required by our customers;

•

our ability to bring up local suppliers to meet our quality and cycle-time needs;

•

our ability to reduce costs in the United States as we add costs in Asia;

•

rapidly changing business conditions that may require plans to be changed or abandoned before they are fully implemented; and

•

challenges posed by distance and by differences in language and culture.

These and other factors could delay the development and implementation of our strategy, as well as impair our gross margins, delay shipments and deliveries, cause us to lose sales, require us to write off investments already made, damage our reputation and harm our business, financial condition and results of operations. If we decide to change our current globalization strategy, we may incur charges for certain costs incurred.

Acquisitions and Divestitures

We may make acquisitions of, or significant investments in, other businesses with complementary products, services or technologies, such as our June 2012 acquisition of Eolite Systems. Acquisitions involve numerous risks, many of which are unpredictable and beyond our control, including:

•

difficulties and increased costs in connection with integration of the personnel, operations, technologies and products of the acquired businesses;

•

implementation of our enterprise resource planning (ERP) system into the acquired company’s operations;

•

diversion of management’s attention from other operational matters;

•

the potential loss of key employees of the acquired company;

•

lack of synergy or inability to realize expected synergies resulting from the acquisition;

•

acquired assets becoming impaired as a result of technological advancements or worse-than-expected performance by the acquired company;

•

difficulties establishing satisfactory internal controls at the acquired company;

•

risks and uncertainties relating to the performance of the combined company following the transaction; and

•

acquiring unanticipated liabilities for which we will not be indemnified.

Furthermore, the accounting for an acquisition could result in significant charges resulting from amortization or write-off of intangible assets we acquire. Our inability to effectively manage these risks could result in our inability to realize the anticipated benefits of an acquisition on a timely basis, or at all, and materially and adversely affect our business, financial condition and results of operations. In addition, all acquisition transaction costs must be expensed as incurred rather than capitalized, which may have a material adverse effect on our results of operations.

The means by which we finance an acquisition may also significantly affect our business or the value of the shares of our common stock. If we issue common stock to pay for an acquisition, the ownership percentage of our existing shareholders will be diluted and the value of the shares held by our existing shareholders could be reduced. If we use cash on hand to pay for an acquisition, the payment could significantly reduce the cash that would be available to fund our operations or to use for other purposes. If we borrow funds in connection with an acquisition, we would be required to use cash to service the debt and to comply with financial and other covenants.

We may from time to time also make strategic investments in development stage companies. Investments in development stage companies are subject to a high degree of risk. We could lose all or a portion of our investment in any such company.

Hiring and Retention of Personnel

Our continued success depends in part upon the services of our key managerial, financial and technical personnel. The loss of key personnel, or our inability to attract, assimilate and retain qualified personnel, could result in the loss of customers, inhibit our ability to operate and grow our business and otherwise have a material adverse effect on our business and results of operations. We have previously had to, and may in the future have to, impose salary reductions on employees during economic downturns in an effort to maintain our financial position. These actions may have an adverse effect on employee loyalty and may make it more difficult for us to attract and retain key personnel. Competition for qualified personnel in the industries in which we compete is intense, and we may not be successful in attracting and retaining qualified personnel. We may incur significant costs in our efforts to recruit and retain key personnel, which could affect our financial position and results of operations.

Risks Related to Technology

Markets Characterized by Rapid Technological Change

The markets for our products are characterized by rapid technological change and innovation, frequent new product introductions, changes in customer requirements and evolving industry standards. Our future performance will depend on the successful development, introduction and market acceptance of new and enhanced products that address technological changes and the requirements of current and potential customers. The development of new, technologically advanced products is a complex and uncertain process, requiring high levels of innovation and highly skilled engineering and development personnel, as well as the accurate anticipation of technological and market trends. We cannot assure you that we will be able to identify, develop, manufacture, market or support new or enhanced products successfully, if at all, or on a timely basis. The introduction by us or by our competitors of new or enhanced products, or alternative technologies, may cause our customers to defer, change or cancel orders for our existing products or cease purchasing our products altogether. For example, our semiconductor memory customers are exploring alternative redundancy technologies such as electrical redundancy technology. If our customers were to achieve sufficient yield improvement with one of these technologies and convert it into their manufacturing process, there could be a material adverse effect on the size of the addressable market of our memory yield improvement systems. Further, we cannot assure that our new products will gain market acceptance or that we will be able to respond effectively to product announcements by competitors, technology changes or emerging industry standards. If we are unable to develop new or enhanced products to address product or technology changes or new industry standards on a timely basis or at all, or if our new or enhanced products are not accepted by the market, or if our customers adopt alternative technologies, our business, financial condition and results of operations may be adversely affected.

Need to Invest in Research and Development

Our industry is characterized by the need for continued investment in research and development. Because of intense competition in the industries in which we compete, if we were to fail to invest sufficiently in research and development, our products could become less attractive to our current and potential customers or obsolete, and our business and financial condition could be materially and adversely affected. As a result of our need to maintain our spending levels in this area, our operating results could be materially harmed if our net sales decline. In addition, as a result of our emphasis on research and development and technological innovation, our operating costs may increase in the future, and research and development expenses may increase as a percentage of total operating expenses and as a percentage of net sales.

Products are Highly Complex

Our products are highly complex, and our extensive product development, manufacturing and testing processes may not be adequate to detect all defects, errors, failures and quality issues that could impact customer satisfaction or result in claims against us. As a result, we may have to replace certain components or provide remediation in response to the discovery of defects in products after they are shipped. The occurrence of any defects, errors, failures or quality issues could result in cancellation of orders, product returns, diversion of our resources, legal actions by our customers and other losses to us or to our customers. These occurrences could also result in the loss of, or delay in, market acceptance of our products, loss of sales and increased expenses and warranty costs, which would harm our business and adversely affect our revenues and profitability.

Risks Related to Legal Matters

Protection of Proprietary Rights – Generally

Our success depends significantly upon the protection of our proprietary rights. We attempt to protect our proprietary rights through patents, copyrights, trademarks, maintenance of trade secrets and other measures, including entering into confidentiality agreements. We incur substantial costs to obtain and maintain patents and to defend our intellectual property rights. For example, we initiated litigation against All Ring Tech Co., Ltd. in Taiwan in August 2005 alleging that certain of our patent rights had been violated, which we settled in November 2012. We rely upon the laws of the United States and foreign countries where we develop, manufacture or sell our products to protect our proprietary rights. We may not be successful in protecting these proprietary rights, these rights may not provide the competitive advantages that we expect, or other parties may challenge, invalidate or circumvent these rights.

Protection of Proprietary Rights – Foreign Jurisdictions

Our efforts to protect our intellectual property may be less effective in some foreign countries where intellectual property rights are not as well protected as in the United States. Many United States companies have encountered substantial problems in protecting their proprietary rights against infringement in foreign countries. If we fail to adequately protect our intellectual property in these countries, it could be easier for our competitors to sell competing products in foreign countries, which could result in reduced sales and gross margins.

Intellectual Property Infringement Claims

Several of our competitors hold patents covering a variety of technologies, applications and methods of use similar to some of those used in our products. While we attempt in our designs to avoid patent infringement, from time to time we and our customers have received correspondence from our competitors claiming that some of our products, as used by our customers, may be infringing one or more of these patents. Competitors or others have in the past and may in the future assert infringement claims against our customers or us with respect to current or future products or uses, and these assertions may result in costly litigation or require us to obtain a license to use intellectual property rights of others. If claims of infringement are asserted against our customers, those customers may seek indemnification from us for damages or expenses they incur.

If we become subject to infringement claims, we will evaluate our position and consider the available alternatives, which may include seeking licenses to use the technology in question or defending our position. These licenses, however, may not be available on satisfactory terms or at all. If we are not able to negotiate the necessary licenses on commercially reasonable terms or successfully defend our position, our financial condition and results of operations could be materially and adversely affected.

Tax Audits and Changes in Tax Law

We are periodically under audit by United States and foreign tax authorities and may have exposure to additional tax liabilities as a result. Significant judgment is required in determining our provision for income and other tax liabilities. Although we believe our tax estimates are reasonable, the final outcome of tax audits and the impact of changes in tax laws or the interpretation of tax laws could result in material differences from what is reflected in historical income tax accruals. If additional taxes are assessed as a result of an examination, a material effect on our financial results, tax positions or cash flows could occur in the period or periods in which the determination is made.

Legal Proceedings

From time to time we are subject to various legal proceedings, including breach of contract claims and claims that involve possible infringement of patent or other intellectual property rights of third parties. It is inherently difficult to assess the outcome of litigation matters, and there can be no assurance that we will prevail in any litigation. Any litigation could result in substantial cost and diversion of management’s attention, which by itself could have a material adverse effect on our financial condition and results of operations. Further, adverse determinations in such litigation could result in loss of our property rights, subject us to significant liabilities, require us to seek licenses from others or prevent us from manufacturing or selling our products, any of which could materially adversely affect our business, financial condition, results of operations or cash flows.

Provisions Restricting Our Acquisition

Our articles of incorporation and bylaws contain provisions that could make it harder for a third party to acquire us without the consent of our Board of Directors. Our Board of Directors has also adopted a shareholder rights plan, or “poison pill,” which would significantly dilute the ownership of a hostile acquirer. In addition, the Oregon Control Share Act and the Oregon Business Combination Act limit the ability of parties who acquire a significant amount of voting stock to exercise control over us. These provisions may have the effect of lengthening the time required for a person to acquire control of us through a proxy contest or the election of a majority of our Board of Directors, may deter efforts to obtain control of us and may make it more difficult for a third party to acquire us without negotiation. These provisions may apply even if the offer may be considered beneficial by our shareholders.

Risks Related to Financial Matters

Unfavorable Currency Exchange Rate Fluctuations

Currency exchange rate fluctuations could have an adverse effect on our sales and results of operations and we could experience losses with respect to forward exchange contracts into which we may enter. Unfavorable currency fluctuations could require us to increase prices to foreign customers, which could result in lower net sales by us to those customers. Alternatively, if we do not adjust the prices for our products in response to unfavorable currency fluctuations, our results of operations could be materially and adversely affected. In addition, some of our foreign sales are denominated in the currency of the country in which these products are sold and the currency we receive in payment for such sales could be less valuable at the time of receipt as a result of exchange rate fluctuations. From time to time, we enter into forward exchange contracts to hedge the value of accounts receivable primarily denominated in Japanese yen and other currencies. However, we cannot be certain that our efforts will be adequate to protect us against significant currency fluctuations or that such efforts will not expose us to additional exchange rate risks, which could adversely affect our results of operations.

Fluctuations in Effective Tax Rate

As a global company, we are subject to taxation in the United States and numerous foreign jurisdictions. Our effective tax rate is subject to fluctuation from one period to the next because the income tax rates for each year are a function of many factors, including: (a) taxable income levels and the effects of a mix of profits (losses) earned by ESI and our subsidiaries in numerous tax jurisdictions with a broad range of income tax rates; (b) our ability to utilize deferred tax assets; (c) taxes, refunds, interest or penalties resulting from tax audits; (d) the magnitude of various credits and deductions as a percentage of total taxable income; and (e) changes in tax laws or the interpretation of such tax laws. The ability to utilize our deferred tax assets is highly dependent on future taxable income. If we were to experience an on-going decline in taxable income, there is a risk that our deferred tax assets could be subject to additional valuation allowance. Changes in the mix of these items may cause our effective tax rate to fluctuate between periods, which could have a material adverse effect on our financial position and results of operations.

Impairment of Intangible Assets

We held a total of $12.1 million in acquired intangible assets and $7.9 million in goodwill at December 29, 2012. We review our acquired intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. We test goodwill for impairment using a qualitative and quantitative approach at least annually or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below the carrying value.

We performed our annual goodwill impairment analysis during the fourth quarter of 2012 and determined that it was not “more likely than not” that the fair value of our single reporting unit was less than its carrying value. Based on current economic conditions combined with our stock price, which has remained around carrying value per share since mid-May 2012, we will continue to monitor the situation. If at any time management determines that an impairment exists, we will be required to reflect the impaired value as part of operating income, which will result in a reduction in earnings and a corresponding reduction in our net asset value in the period such impairment is identified.

Stock Price Volatility

The market price of our common stock has fluctuated widely. During fiscal 2012, our stock price fluctuated between a high of $19.88 per share and a low of $11.10 per share. Consequently, the current market price of our common stock may not be indicative of future market prices, and we may be unable to sustain or increase the value of an investment in our common stock. Factors affecting our stock price, many of which are outside of our control, may include:

•

variations in operating results from quarter to quarter;

•

changes in earnings estimates by analysts or our failure to meet analysts’ expectations;

•

changes in the market price per share of our public company customers;

•

market conditions in the consumer electronics, semiconductor and other industries into which we sell products;

•

general economic conditions;

•

political changes, hostilities or natural disasters;

•

low trading volume of our common stock;

•

the number of analysts covering our common stock; and

•

the number of firms making a market in our common stock.

In addition, the stock market has recently experienced significant price and volume fluctuations. These fluctuations have particularly affected the market prices of the securities of high-technology companies like ours. These market fluctuations could adversely affect the market price of our common stock.

Reduction or Cessation of Quarterly Dividends

Our Board of Directors first adopted a quarterly dividend policy in December 2011. We intend to pay quarterly dividends subject to capital availability and periodic determinations by our Board of Directors that cash dividends are in the best interest of our shareholders and are in compliance with all laws and agreements applicable to the declaration and payment of cash dividends. Future dividends may be affected by, among other factors: our views on potential future capital requirements for investments in acquisitions; funding of research and development; legal risks; stock repurchase programs; changes in federal and state income tax laws or corporate laws; and changes to our business model. Our dividend payments may change from time to time, and we cannot provide assurance that we will continue to declare dividends at all or in any particular amounts. Further, the special dividend declared by the Board of Directors in December 2012 should not be considered a recurring event. A reduction or cessation in our quarterly dividend payments could have a negative effect on our stock price.

Impairment of Investments

Our investment portfolio is primarily comprised of commercial paper, debt securities issued by U.S. governmental agencies and municipal debt securities. These investments are intended to be highly liquid and low risk. If the markets for these securities were to deteriorate for any reason, including as a result of a downgrade in the credit rating of U.S. government securities, the liquidity and value of these investments could be negatively affected, which could result in impairment charges. Any such impairment charges may have a material impact on our financial condition and results of operations.

Item 4. Mine Safety Disclosures

Not applicable.

Item 6. Exhibits

This list is intended to constitute the exhibit index.



3.1		Third Restated Articles of Incorporation, as amended. Incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K filed on June 15, 2010.

3.2		2009 Amended and Restated Bylaws. Incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on May 19, 2009 (the “May 19 8-K”).

4.1		Rights Agreement, dated as of May 18, 2009, between Electro Scientific Industries, Inc. and Mellon Investor Services. Incorporated by reference to Exhibit 4.1 of the May 19 8-K.

10.1**		2004 Stock Incentive Plan, as amended

31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document *

101.SCH		XBRL Taxonomy Extension Schema Document *

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document *

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document *

101.LAB		XBRL Taxonomy Extension Label Linkbase Document *

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document *

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

**	Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate

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.


Dated: February 5, 2013		ELECTRO SCIENTIFIC INDUSTRIES, INC.

	By	/s/ Nicholas Konidaris
	Nicholas Konidaris
	President and Chief Executive Officer
	(Principal Executive Officer)

	By	/s/ Paul Oldham
	Paul Oldham
	Vice President of Administration,
	Chief Financial Officer and Corporate Secretary
	(Principal Financial Officer)

	By	/s/ Kerry Mustoe
	Kerry Mustoe
	Vice President, Corporate Controller and Chief Accounting Officer
	(Principal Accounting Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company