For the quarterly period ended
|
December 31, 2013
|
|
Commission File Number 001-34974
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|
|
DELAWARE
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01-0899019
|
(State or other jurisdiction
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(I.R.S. Employer
|
of incorporation or organization)
|
Identification No.)
|
35 South Service Road
|
|
P.O. Box 6022
|
|
Plainview, N.Y.
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11803-0622
|
(Address of principal executive offices)
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(Zip Code)
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|
Large accelerated filer ¨
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Accelerated filer x
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|
Non-accelerated filer ¨
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Smaller reporting company ¨
|
|
(Do not check if a smaller reporting company)
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|
February 7, 2014
|
|
85,208,482
|
(Date)
|
|
(Number of Shares)
|
|
PART I: FINANCIAL INFORMATION
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PAGE
|
|
|
|
Item 1
|
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
December 31, 2013 and June 30, 2013
|
2
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
Three Months Ended December 31, 2013 and 2012
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3
|
|
Six Months Ended December 31, 2013 and 2012
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4
|
|
|
|
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|
|
Three Months Ended December 31, 2013 and 2012
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5
|
|
Six Months Ended December 31, 2013 and 2012
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5
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
Six Months Ended December 31, 2013 and 2012
|
6
|
|
|
|
|
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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7 16
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Item 2
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Three and Six Months Ended December 31, 2013 and 2012
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17 28
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|
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Item 3
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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29
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|
|
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Item 4
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CONTROLS AND PROCEDURES
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29
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|
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PART II: OTHER INFORMATION
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|
|
|
|
Item 1
|
LEGAL PROCEEDINGS
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30
|
|
|
|
Item 1A
|
RISK FACTORS
|
30
|
|
|
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Item 2
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
30
|
|
|
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Item 3
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DEFAULTS UPON SENIOR SECURITIES
|
30
|
|
|
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Item 4
|
MINE SAFETY DISCLOSURES
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30
|
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Item 5
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OTHER INFORMATION
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30
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|
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Item 6
|
EXHIBITS
|
30
|
|
|
|
SIGNATURE
|
31
|
|
|
|
|
EXHIBIT INDEX
|
32
|
|
|
|
|
CERTIFICATIONS
|
|
1 | ||
|
|
December 31,
|
|
June 30,
|
|
||
|
|
2013
|
|
2013
|
|
||
Assets
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
60,949
|
|
$
|
39,424
|
|
Accounts receivable, less allowance for doubtful accounts of $3,453 and $3,422
|
|
|
125,417
|
|
|
151,163
|
|
Inventories
|
|
|
170,146
|
|
|
156,516
|
|
Deferred income taxes
|
|
|
34,496
|
|
|
35,491
|
|
Prepaid expenses and other current assets
|
|
|
14,107
|
|
|
9,374
|
|
Total current assets
|
|
|
405,115
|
|
|
391,968
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net of accumulated depreciation of $121,091 and $122,479
|
|
|
100,982
|
|
|
101,546
|
|
Deferred financing costs, net
|
|
|
10,722
|
|
|
11,580
|
|
Other assets
|
|
|
31,188
|
|
|
31,886
|
|
Intangible assets with definite lives, net
|
|
|
48,676
|
|
|
65,552
|
|
Intangible assets with indefinite lives
|
|
|
113,006
|
|
|
110,779
|
|
Goodwill
|
|
|
316,990
|
|
|
315,643
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,026,679
|
|
$
|
1,028,954
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
29,174
|
|
$
|
34,768
|
|
Advance payments by customers and deferred revenue
|
|
|
23,280
|
|
|
23,490
|
|
Income taxes payable
|
|
|
3,086
|
|
|
12,003
|
|
Accrued payroll expenses
|
|
|
17,655
|
|
|
21,694
|
|
Accrued expenses and other current liabilities
|
|
|
34,642
|
|
|
37,184
|
|
Total current liabilities
|
|
|
107,837
|
|
|
129,139
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
587,000
|
|
|
587,000
|
|
Deferred income taxes
|
|
|
62,459
|
|
|
67,296
|
|
Other long-term liabilities
|
|
|
20,262
|
|
|
23,061
|
|
Total liabilities
|
|
|
777,558
|
|
|
806,496
|
|
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
|
|
|
Preferred stock, par value $.01 per share; 50,000,000 shares authorized, no shares
issued and outstanding |
|
|
-
|
|
|
-
|
|
Common stock, par value $.01 per share; 300,000,000 shares authorized, 85,208,482
and 84,936,582 shares issued and outstanding |
|
|
852
|
|
|
849
|
|
Additional paid-in capital
|
|
|
652,175
|
|
|
651,950
|
|
Accumulated other comprehensive income (loss)
|
|
|
(28,605)
|
|
|
(43,406)
|
|
Accumulated deficit
|
|
|
(375,301)
|
|
|
(386,935)
|
|
Total stockholders' equity
|
|
|
249,121
|
|
|
222,458
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
1,026,679
|
|
$
|
1,028,954
|
|
2 | ||
|
|
Three Months Ended December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
151,105
|
|
$
|
151,872
|
|
Cost of sales
|
|
|
76,125
|
|
|
73,814
|
|
Gross profit
|
|
|
74,980
|
|
|
78,058
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
Selling, general and administrative costs
|
|
|
34,012
|
|
|
36,427
|
|
Research and development costs
|
|
|
22,694
|
|
|
21,088
|
|
Amortization of acquired intangibles
|
|
|
7,212
|
|
|
14,063
|
|
Restructuring charges
|
|
|
1,539
|
|
|
66
|
|
Impairment of asset held for sale
|
|
|
-
|
|
|
1,340
|
|
Total operating expenses
|
|
|
65,457
|
|
|
72,984
|
|
Operating income
|
|
|
9,523
|
|
|
5,074
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(7,240)
|
|
|
(9,768)
|
|
Write-off of deferred financing costs
|
|
|
-
|
|
|
(227)
|
|
Other income (expense), net
|
|
|
(296)
|
|
|
(212)
|
|
Total other income (expense), net
|
|
|
(7,536)
|
|
|
(10,207)
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
1,987
|
|
|
(5,133)
|
|
Provision (benefit) for income taxes
|
|
|
860
|
|
|
(5,306)
|
|
Income from continuing operations
|
|
|
1,127
|
|
|
173
|
|
|
|
|
|
|
|
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
Income from discontinued operations, net of tax provision of $178
|
|
|
-
|
|
|
572
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,127
|
|
$
|
745
|
|
|
|
|
|
|
|
|
|
Income per common share - basic:
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.01
|
|
$
|
-
|
|
Discontinued operations
|
|
|
-
|
|
|
0.01
|
|
Net income
|
|
$
|
0.01
|
|
$
|
0.01
|
|
Income per common share - diluted:
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.01
|
|
$
|
-
|
|
Discontinued operations
|
|
|
-
|
|
|
0.01
|
|
Net income
|
|
$
|
0.01
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
Basic
|
|
|
85,014
|
|
|
84,870
|
|
Diluted
|
|
|
85,223
|
|
|
84,880
|
|
3 | ||
|
|
Six Months Ended December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
283,837
|
|
$
|
289,507
|
|
Cost of sales
|
|
|
143,039
|
|
|
143,227
|
|
Gross profit
|
|
|
140,798
|
|
|
146,280
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
Selling, general and administrative costs
|
|
|
67,180
|
|
|
71,947
|
|
Research and development costs
|
|
|
44,179
|
|
|
41,966
|
|
Amortization of acquired intangibles
|
|
|
17,730
|
|
|
28,643
|
|
Restructuring charges
|
|
|
2,223
|
|
|
3,333
|
|
Impairment of asset held for sale
|
|
|
-
|
|
|
1,340
|
|
Total operating expenses
|
|
|
131,312
|
|
|
147,229
|
|
Operating income (loss)
|
|
|
9,486
|
|
|
(949)
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(14,492)
|
|
|
(19,846)
|
|
Write-off of deferred financing costs
|
|
|
-
|
|
|
(824)
|
|
Other income (expense), net
|
|
|
(347)
|
|
|
(501)
|
|
Total other income (expense), net
|
|
|
(14,839)
|
|
|
(21,171)
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
(5,353)
|
|
|
(22,120)
|
|
Provision (benefit) for income taxes
|
|
|
(2,525)
|
|
|
(7,777)
|
|
Income (loss) from continuing operations
|
|
|
(2,828)
|
|
|
(14,343)
|
|
|
|
|
|
|
|
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
Income from discontinued operations, net of tax provision of $105 and $295
|
|
|
360
|
|
|
949
|
|
Gain on disposal of operations, net of tax of $0
|
|
|
14,102
|
|
|
-
|
|
Income from discontinued operations
|
|
|
14,462
|
|
|
949
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
11,634
|
|
$
|
(13,394)
|
|
|
|
|
|
|
|
|
|
Income (loss) per common share - basic and diluted:
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(0.03)
|
|
$
|
(0.17)
|
|
Discontinued operations
|
|
|
0.17
|
|
|
0.01
|
|
Net income (loss)
|
|
$
|
0.14
|
|
$
|
(0.16)
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
84,965
|
|
|
84,853
|
|
4 | ||
|
|
Three Months Ended December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1,127
|
|
$
|
745
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
Minimum pension liability adjustment, net of tax provision (benefit) of $21
|
|
|
25
|
|
|
-
|
|
Foreign currency translation adjustment, net of tax provision (benefit) of $162 and $37
|
|
|
4,201
|
|
|
793
|
|
|
|
|
4,226
|
|
|
793
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss)
|
|
$
|
5,353
|
|
$
|
1,538
|
|
|
|
Six Months Ended December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
11,634
|
|
$
|
(13,394)
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
Minimum pension liability adjustment, net of tax provision (benefit) of $42
|
|
|
50
|
|
|
-
|
|
Foreign currency translation adjustment, net of tax provision (benefit) of $572 and $229
|
|
|
14,751
|
|
|
6,270
|
|
|
|
|
14,801
|
|
|
6,270
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss)
|
|
$
|
26,435
|
|
$
|
(7,124)
|
|
5 | ||
|
|
Six Months Ended December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
11,634
|
|
$
|
(13,394)
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in)
|
|
|
|
|
|
|
|
operating activities:
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
29,762
|
|
|
39,803
|
|
Gain on disposal of operations
|
|
|
(14,102)
|
|
|
-
|
|
Impairment of asset held for sale
|
|
|
-
|
|
|
1,340
|
|
Write-off of deferred financing costs
|
|
|
-
|
|
|
824
|
|
Deferred income taxes
|
|
|
(6,208)
|
|
|
(7,766)
|
|
Share-based compensation
|
|
|
2,012
|
|
|
1,367
|
|
Amortization of deferred financing costs
|
|
|
858
|
|
|
1,101
|
|
Other, net
|
|
|
208
|
|
|
774
|
|
Change in operating assets and liabilities, net of effects from sale of business:
|
|
|
|
|
|
|
|
Decrease (increase) in accounts receivable
|
|
|
23,864
|
|
|
20,404
|
|
Decrease (increase) in inventories
|
|
|
(11,728)
|
|
|
(1,342)
|
|
Decrease (increase) in prepaid expenses and other assets
|
|
|
(2,964)
|
|
|
3,676
|
|
Increase (decrease) in accounts payable, accrued expenses and other liabilities
|
|
|
(23,292)
|
|
|
(2,678)
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
10,044
|
|
|
44,109
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
Net proceeds from the sale of business
|
|
|
18,389
|
|
|
-
|
|
Capital expenditures
|
|
|
(9,665)
|
|
|
(9,262)
|
|
Other, net
|
|
|
126
|
|
|
335
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
8,850
|
|
|
(8,927)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
Debt repayments
|
|
|
-
|
|
|
(35,000)
|
|
Other, net
|
|
|
(1,757)
|
|
|
(641)
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(1,757)
|
|
|
(35,641)
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
4,388
|
|
|
811
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
21,525
|
|
|
352
|
|
Cash and cash equivalents at beginning of period
|
|
|
39,424
|
|
|
41,324
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
60,949
|
|
$
|
41,676
|
|
6 | ||
|
2.
|
Recent Accounting Pronouncements
|
7 | ||
|
3.
|
Discontinued Operations
|
|
4.
|
Inventories
|
|
|
December 31,
|
|
June 30,
|
|
||
|
|
2013
|
|
2013
|
|
||
|
|
(In thousands)
|
|
||||
|
|
|
|
|
|
|
|
Raw materials
|
|
$
|
83,835
|
|
$
|
76,762
|
|
Work in process
|
|
|
52,317
|
|
|
52,221
|
|
Finished goods
|
|
|
33,994
|
|
|
27,533
|
|
|
|
$
|
170,146
|
|
$
|
156,516
|
|
8 | ||
|
|
December 31, 2013
|
|
June 30, 2013
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
|
||
|
|
Carrying
|
|
Accumulated
|
|
Total Net
|
|
Carrying
|
|
Accumulated
|
|
Total Net
|
|
||||||
|
|
Amount
|
|
Amortization
|
|
Book Value
|
|
Amount
|
|
Amortization
|
|
Book Value
|
|
||||||
|
|
(In thousands)
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed technology
|
|
$
|
204,368
|
|
$
|
199,409
|
|
$
|
4,959
|
|
$
|
201,447
|
|
$
|
192,574
|
|
$
|
8,873
|
|
Customer related intangibles
|
|
|
227,970
|
|
|
185,338
|
|
|
42,632
|
|
|
226,406
|
|
|
171,514
|
|
|
54,892
|
|
Non-compete arrangements
|
|
|
10,420
|
|
|
10,023
|
|
|
397
|
|
|
10,344
|
|
|
9,401
|
|
|
943
|
|
Trade names
|
|
|
3,382
|
|
|
2,694
|
|
|
688
|
|
|
3,332
|
|
|
2,488
|
|
|
844
|
|
Total
|
|
$
|
446,140
|
|
$
|
397,464
|
|
$
|
48,676
|
|
$
|
441,529
|
|
$
|
375,977
|
|
$
|
65,552
|
|
|
|
Microelectronic
|
|
Test
|
|
|
|
|
||
|
|
Solutions
|
|
Solutions
|
|
Total
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|||||||
Balance at June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$
|
339,859
|
|
$
|
159,284
|
|
$
|
499,143
|
|
Accumulated impairments
|
|
|
(90,100)
|
|
|
(93,400)
|
|
|
(183,500)
|
|
|
|
|
249,759
|
|
|
65,884
|
|
|
315,643
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes for the six months ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
Translation and other adjustments
|
|
|
759
|
|
|
588
|
|
|
1,347
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
340,618
|
|
|
159,872
|
|
|
500,490
|
|
Accumulated impairments
|
|
|
(90,100)
|
|
|
(93,400)
|
|
|
(183,500)
|
|
|
|
$
|
250,518
|
|
$
|
66,472
|
|
$
|
316,990
|
|
9 | ||
|
|
Balance
|
|
|
|
|
|
|
|
|
|
|
Balance
|
|
||
|
|
June 30,
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
||
|
|
2013
|
|
Six Months Ended December 31, 2013
|
|
2013
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
Effect of
|
|
|
|
|
|
|
|
Restructuring
|
|
|
|
|
Cash
|
|
Foreign
|
|
Restructuring
|
|
||||
|
|
Liability
|
|
Net Additions
|
|
Payments
|
|
Currency
|
|
Liability
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance costs
|
|
$
|
904
|
|
$
|
1,171
|
|
$
|
(1,540)
|
|
$
|
22
|
|
$
|
557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Facilities closure costs
|
|
|
88
|
|
|
1,052
|
|
|
(1,006)
|
|
|
-
|
|
|
134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
992
|
|
$
|
2,223
|
|
$
|
(2,546)
|
|
$
|
22
|
|
$
|
691
|
|
10 | ||
|
|
Asset (Liability) Derivatives
|
|
||||||||
|
|
December 31, 2013
|
|
June 30, 2013
|
|
||||||
|
|
Balance Sheet
|
|
|
|
|
Balance Sheet
|
|
|
|
|
(In thousands)
|
|
Location
|
|
Fair Value (1)
|
|
Location
|
|
Fair Value (1)
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging
instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
224
|
|
Accrued expenses and other current liabilities
|
|
$
|
(359)
|
|
|
(1)
|
The fair values of derivative assets and liabilities are determined based on observable market data and are considered level 2 in the fair value hierarchy.
|
Derivatives Not
|
|
Location of Gain or (Loss)
|
|
Amount of Gain or (Loss)
|
|
||||||||||
Designated as
|
|
Recognized in Earnings on
|
|
Recognized in Earnings on
|
|
||||||||||
Hedging Instruments
|
|
Derivative
|
|
Derivative
|
|
||||||||||
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||
|
|
|
|
December 31,
|
|
December 31,
|
|
||||||||
|
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
||||||||||
Foreign currency
forward contracts |
|
Other income (expense)
|
|
$
|
(172)
|
|
$
|
(3)
|
|
$
|
583
|
|
$
|
(28)
|
|
|
8.
|
Long Term Debt and Credit Agreements
|
|
|
As of December 31, 2013
|
|
||||
|
|
(In thousands)
|
|
||||
|
|
Carrying
Amount |
|
Estimated Fair
Value |
|
||
|
|
|
|
|
|
|
|
Senior secured term loan facility
|
|
$
|
587,000
|
|
$
|
591,755
|
|
11 | ||
|
|
Net Minimum
Pension Liability |
|
Net
Cumulative Translation Adjustment |
|
Total
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss) at June 30, 2013
|
|
$
|
(1,403)
|
|
$
|
(42,003)
|
|
$
|
(43,406)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) before reclassifications
|
|
|
32
|
|
|
14,751
|
|
|
14,783
|
|
Amounts reclassified from accumulated other comprehensive income
|
|
|
18
|
|
|
-
|
|
|
18
|
|
Total other comprehensive income (loss)
|
|
|
50
|
|
|
14,751
|
|
|
14,801
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss) at December 31, 2013
|
|
$
|
(1,353)
|
|
$
|
(27,252)
|
|
$
|
(28,605)
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||
|
|
December 31,
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
||||||
|
|
|
|
|
|
|
|
|
|
Basic shares outstanding
|
|
85,014
|
|
84,870
|
|
84,965
|
|
84,853
|
|
Effect of dilution
|
|
209
|
|
10
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Diluted shares outstanding
|
|
85,223
|
|
84,880
|
|
84,965
|
|
84,853
|
|
12 | ||
13 | ||
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||
|
|
December 31,
|
|
December 31,
|
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America
|
|
$
|
83,229
|
|
$
|
83,023
|
|
$
|
167,956
|
|
$
|
162,413
|
|
Europe and Middle East
|
|
|
29,786
|
|
|
25,850
|
|
|
49,472
|
|
|
58,140
|
|
Asia and Australia
|
|
|
29,412
|
|
|
35,699
|
|
|
52,893
|
|
|
58,249
|
|
Other regions
|
|
|
8,678
|
|
|
7,300
|
|
|
13,516
|
|
|
10,705
|
|
|
|
$
|
151,105
|
|
$
|
151,872
|
|
$
|
283,837
|
|
$
|
289,507
|
|
14 | ||
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||
|
|
December 31,
|
|
December 31,
|
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
|
|
(In thousands)
|
|
||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Microelectronic solutions ("AMS")
|
|
$
|
83,757
|
|
$
|
83,301
|
|
$
|
157,763
|
|
$
|
161,373
|
|
- Test solutions ("ATS")
|
|
|
67,348
|
|
|
68,571
|
|
|
126,074
|
|
|
128,134
|
|
Net sales
|
|
$
|
151,105
|
|
$
|
151,872
|
|
$
|
283,837
|
|
$
|
289,507
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment adjusted operating income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- AMS
|
|
$
|
15,126
|
|
$
|
19,401
|
|
$
|
27,584
|
|
$
|
35,606
|
|
- ATS
|
|
|
8,017
|
|
|
5,469
|
|
|
10,826
|
|
|
6,389
|
|
- Corporate expense
|
|
|
(3,391)
|
|
|
(3,483)
|
|
|
(6,609)
|
|
|
(7,509)
|
|
Adjusted operating income
|
|
|
19,752
|
|
|
21,387
|
|
|
31,801
|
|
|
34,486
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of acquired intangibles
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- AMS
|
|
|
(4,480)
|
|
|
(8,970)
|
|
|
(11,204)
|
|
|
(17,936)
|
|
- ATS
|
|
|
(2,732)
|
|
|
(5,093)
|
|
|
(6,526)
|
|
|
(10,707)
|
|
Restructuring charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- AMS
|
|
|
(63)
|
|
|
185
|
|
|
(68)
|
|
|
(19)
|
|
- ATS
|
|
|
(1,465)
|
|
|
(251)
|
|
|
(2,144)
|
|
|
(3,314)
|
|
- Corporate
|
|
|
(11)
|
|
|
-
|
|
|
(11)
|
|
|
-
|
|
Inventory write-off related to discontinued product line - ATS
|
|
|
-
|
|
|
-
|
|
|
7
|
|
|
-
|
|
Impairment of asset held for sale - AMS
|
|
|
-
|
|
|
(1,340)
|
|
|
-
|
|
|
(1,340)
|
|
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- AMS
|
|
|
(878)
|
|
|
(291)
|
|
|
(1,116)
|
|
|
(402)
|
|
- ATS
|
|
|
(121)
|
|
|
(126)
|
|
|
(352)
|
|
|
(193)
|
|
- Corporate
|
|
|
(131)
|
|
|
(314)
|
|
|
(544)
|
|
|
(772)
|
|
Business acquisition and divestiture related costs - Corporate
|
|
|
(341)
|
|
|
(100)
|
|
|
(341)
|
|
|
(697)
|
|
Current period impact of acquisition related adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- AMS
|
|
|
25
|
|
|
20
|
|
|
50
|
|
|
11
|
|
- ATS
|
|
|
23
|
|
|
22
|
|
|
44
|
|
|
44
|
|
- Corporate
|
|
|
(55)
|
|
|
(55)
|
|
|
(110)
|
|
|
(110)
|
|
Operating income (loss) (GAAP)
|
|
|
9,523
|
|
|
5,074
|
|
|
9,486
|
|
|
(949)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(7,240)
|
|
|
(9,768)
|
|
|
(14,492)
|
|
|
(19,846)
|
|
Write-off of deferred financing costs
|
|
|
-
|
|
|
(227)
|
|
|
-
|
|
|
(824)
|
|
Other income (expense), net
|
|
|
(296)
|
|
|
(212)
|
|
|
(347)
|
|
|
(501)
|
|
Income (loss) from continuing operations before income taxes
|
|
$
|
1,987
|
|
$
|
(5,133)
|
|
$
|
(5,353)
|
|
$
|
(22,120)
|
|
15 | ||
15.
|
Subsequent Event
|
16 | ||
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|
·
|
HiRel microelectronics/semiconductors
|
|
·
|
RF and microwave components
|
|
·
|
Mixed-signal/digital Application Specific Integrated Circuits (“ASICs”)
|
|
·
|
Motion control products
|
17 | ||
|
·
|
Wireless test equipment
|
|
·
|
Military radio and Private Mobile Radio, or PMR, test equipment
|
|
·
|
Avionics test equipment
|
|
·
|
Synthetic test equipment
|
|
·
|
General purpose test equipment
|
18 | ||
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|||||||
|
|
December 31,
|
|
December 31,
|
|
|||||||
|
|
2013
|
|
|
2012
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
50.4
|
|
|
48.6
|
|
|
50.4
|
|
|
49.5
|
|
Gross profit
|
|
49.6
|
|
|
51.4
|
|
|
49.6
|
|
|
50.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative costs
|
|
22.5
|
|
|
24.0
|
|
|
23.7
|
|
|
24.8
|
|
Research and development costs
|
|
15.0
|
|
|
13.9
|
|
|
15.6
|
|
|
14.5
|
|
Amortization of acquired intangibles
|
|
4.8
|
|
|
9.3
|
|
|
6.2
|
|
|
9.9
|
|
Restructuring charges
|
|
1.0
|
|
|
-
|
|
|
0.8
|
|
|
1.1
|
|
Impairment of asset held for sale
|
|
-
|
|
|
0.9
|
|
|
-
|
|
|
0.5
|
|
Total operating expenses
|
|
43.3
|
|
|
48.1
|
|
|
46.3
|
|
|
50.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
6.3
|
|
|
3.3
|
|
|
3.3
|
|
|
(0.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
(4.8)
|
|
|
(6.4)
|
|
|
(5.1)
|
|
|
(6.8)
|
|
Write-off of deferred financing costs
|
|
-
|
|
|
(0.1)
|
|
|
-
|
|
|
(0.3)
|
|
Other income (expense), net
|
|
(0.2)
|
|
|
(0.1)
|
|
|
(0.1)
|
|
|
(0.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
1.3
|
|
|
(3.3)
|
|
|
(1.9)
|
|
|
(7.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision (benefit) for income taxes
|
|
0.6
|
|
|
(3.5)
|