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Ltx-Credence Corp LTX-CREDENCE CORP FORM 10-K (Annual Report) Filed 10/11/13 for the Period Ending 07/31/13 Address 825 UNIVERSITY AVENUE NORWOOD, MA 02062 Telephone 7814611000 CIK 0000357020 Symbol LTXC SIC Code 3825 - Instruments for Measuring and Testing of Electricity and Electrical Signals Industry Semiconductors Sector Technology Fiscal Year 07/31 http://www.edgar-online.com © Copyright 2013, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2013 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-10761 LTX-Credence Corporation (Exact name of registrant as specified in its charter) MASSACHUSETTS 04 -2594045 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 825 University Ave Norwood, Massachusetts 02062 (Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code: (781) 461-1000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value $0.05 per share NASDAQ Global Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 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 No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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. Large Accelerated Filer Accelerated Filer Non-Accelerated Filer Smaller Reporting Company Filer Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes No The aggregate market value of the Common Stock held by non-affiliates of the registrant on January 31, 2013, the last business day of the registrant’s most recently completed second fiscal quarter was $281,289,468. Number of outstanding shares of Common Stock as of October 7, 2013: 48,056,030 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement in connection with its 2013 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. Table of Contents LTX-CREDENCE CORPORATION TABLE OF CONTENTS Page PART I Item 1. Business 1 Introduction 1 Industry Overview 2 Business Strategy 3 Product Strategy 4 Product Portfolio Overview 4 Service 5 Engineering and Product Development 5 Sales and Distribution 5 Customers 6 Manufacturing and Supply 6 Competition 6 Backlog 7 Proprietary Rights 7 Employees 7 Environmental Affairs 7 Item 1A. Risk Factors 8 Item 1B. Unresolved Staff Comments 17 Item 2. Properties 17 Item 3. Legal Proceedings 18 Item 4. Mine Safety Disclosures 18 PART II Item 5. Market for Registrant ’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 19 Item 6. Selected Financial Data 21 Item 7. Management ’s Discussion and Analysis of Financial Condition and Results of Operations 22 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 35 Item 8. Financial Statements and Supplementary Data 37 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 68 Item 9A. Controls and Procedures 68 Item 9B. Other Information 71 PART III Item 10. Directors, Executive Officers and Corporate Governance 71 Item 11. Executive Compensation 71 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 71 Item 13. Certain Relationships and Related Transactions, and Director Independence 71 Item 14. Principal Accountant Fees and Services 71 PART IV Item 15. Exhibits and Financial Statement Schedules 72 Financial Statements 72 Financial Statement Schedules 73 Signatures 74 Exhibit Index 75 Exhibits Table of Contents PART I Item 1. Business Introduction LTX-Credence Corporation (“LTX-Credence” or the “Company”) provides market-focused, cost-optimized automated test equipment (ATE) solutions for the semiconductor industry. We design, manufacture, market and service ATE solutions that address the broad, divergent test requirements of the wireless, computing, automotive and digital consumer market segments of the semiconductor industry. Semiconductor designers and manufacturers worldwide use our equipment to test their devices during the manufacturing process. After testing, these devices are incorporated in a wide range of products, including personal and tablet computers, mobile internet equipment such as wireless access points and interfaces, broadband access products such as cable modems and set top boxes, personal communication and entertainment products such as mobile phones and personal digital music players, consumer products such as televisions, videogame systems and digital cameras, automobile electronics and power management devices used in portable and automotive electronics. We also sell hardware and software support and maintenance services for our test systems. We are headquartered and have a development facility in Norwood, Massachusetts. We also have other development facilities located in Milpitas, California; Beaverton, Oregon; and Yerevan, Armenia and sales and service facilities located across the world to support our customer base. We focus our marketing and sales efforts on integrated device manufacturers (IDMs); outsource assembly and test providers (OSATs), which perform assembly and testing services for the semiconductor industry; and fabless companies, which design integrated circuits but have no manufacturing capability. We offer our customers a comprehensive portfolio of test systems for the segments in which we compete and provide a global network of strategically deployed applications and support resources. We were incorporated in Massachusetts in 1976. Our principal executive offices and global headquarters are located at 825 University Avenue, Norwood, Massachusetts 02062 and our telephone number is 781-461-1000. Our common stock trades on the NASDAQ Global Market under the symbol “LTXC.” The terms “LTX-Credence,” the “Company,” “we,” “our,” and “us” refer to LTX-Credence Corporation and its wholly-owned subsidiaries unless the context otherwise indicates. We make available our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, free of charge, in the “Investors” section of our website at www.ltxc.com as soon as reasonably practicable after such material is electronically filed with, or furnished to, the U.S. Securities and Exchange Commission. 1 Table of Contents Industry Overview Electronic products contain different types of integrated circuits (ICs). Each of these ICs has electrical circuitry that requires validation or testing during the manufacturing process and before shipment to customers. The final usability of an IC is determined by automated test equipment. The testing of devices containing ICs is a critical step during the semiconductor production process. Typically, semiconductor companies test each device at two different stages during the manufacturing process to ensure its functional and electrical performance prior to shipment to the device user. Semiconductor manufacturing companies use automated testing equipment to first test a device after it has been fabricated but before it has been packaged to eliminate non-functioning parts. Then, after the functioning devices are packaged, they are tested again to determine if they fully meet performance specifications. Testing is an important step in the manufacturing process because it facilitates the fabrication of devices at both maximum density and performance—a key to the competitiveness of semiconductor manufacturers. Shown below is a schematic depiction of the major steps in the semiconductor fabrication and test process. Three primary factors ultimately drive demand for semiconductor
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