Attached files

file filename
EX-31.2 - EX-31.2 - CASCADE MICROTECH INCd770818dex312.htm
EX-32.2 - EX-32.2 - CASCADE MICROTECH INCd770818dex322.htm
EX-32.1 - EX-32.1 - CASCADE MICROTECH INCd770818dex321.htm
EX-31.1 - EX-31.1 - CASCADE MICROTECH INCd770818dex311.htm
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q/A

Amendment No. 1

 

 

 

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

For the quarterly period ended June 30, 2014

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. 000-51072

 

 

CASCADE MICROTECH, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Oregon   93-0856709
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

9100 S.W. Gemini Drive

Beaverton, Oregon

  97008
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (503) 601-1000

 

 

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.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   x

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 of common stock outstanding as of August 1, 2014 was 16,334,754.

 

 

 


Table of Contents

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A amends our quarterly report on Form 10-Q for the quarter ended June 30, 2014, which was filed on August 6, 2014.

The amendment corrects the Outlook section of Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations by updating the anticipated revenues for the third quarter of 2014.


Table of Contents

CASCADE MICROTECH, INC.

INDEX TO FORM 10-Q/A

 

          Page  
PART I - FINANCIAL INFORMATION   

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations      2   
PART II - OTHER INFORMATION   

Item 6.

   Exhibits      10   

Signatures

     11   

 

1


Table of Contents

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact made in this Quarterly Report on Form10-Q are forward-looking including, among others, statements regarding: industry prospects; future results of operations, including estimated revenue for the quarter ending September 30, 2014; our future financial position; our expectations and beliefs regarding future revenue growth; the future impact of any off-balance sheet arrangements; our estimated costs to repair or replace products under warranty; our strategies and intentions and potential sources of funds regarding acquisitions; our accounting and tax policies and the impact of adoption of accounting guidance, if any, on our financial position, results of operations or cash flows; potential charges to write down inventory in future periods; our future capital requirements and fixed asset additions for 2014; seasonality of our revenues and expected increases in revenue in the last month of each quarter; and our ability to meet our cash requirements for the next 12 months and for the foreseeable future. These statements relate to future events of our future financial performance. In some cases, you can identify forward-looking statements by terminology, including “intend,” “could,” “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “future,” or “continue,” the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially from those expressed or implied such forward-looking statements. In evaluating these statements, you should specifically consider various factors, including: changes in demand for our products; changes in product mix; the timing of shipments, customer orders and capital expenditures; constraints on availability of components; excess or shortage of production capacity; potential failure of expected market opportunities to materialize; changes in foreign exchange rates; and other risks included in Item 1A to our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 5, 2014.

General

We design, develop, manufacture and market advanced wafer probing, thermal and reliability solutions for the electrical measurement and testing of high performance semiconductor devices. Our products enable precision on-wafer measurement of integrated circuits and are typically used in the early phases of the development of semiconductor processes where the accuracy and repeatability of measurements is critical to achieving yield from advanced process nodes. They are also used in production applications to test semiconductor devices prior to completion of the manufacturing process. We design, manufacture and assemble our products in Beaverton, Oregon, North St. Paul, Minnesota, Munich, Germany, and Dresden, Germany and maintain global sales, service and support centers in North America, Germany, Japan, Taiwan, China and Singapore.

We operate in two business segments: Systems and Probes. Sales of our probe stations, thermal subsystems and reliability test systems are included in the Systems segment and sales of our analytical probes and production probe cards are included in the Probes segment.

Our probe stations provide precise and accurate measurement of semiconductor electrical characteristics during device design or when optimizing the chip fabrication process. Our probe stations are highly configurable and are typically sold with various accessories, including our analytical probes, as well as accessories from third parties. In addition, we design and build custom probe stations to address the specific requirements of our customers. We also generate revenue through the sales of service contracts for our stations.

Our thermal subsystems are designed and produced by ATT Systems, a wholly-owned subsidiary based in Munich, Germany, which we acquired in October 2013. ATT Systems produces thermal chuck systems used in probe stations, as well as specific systems for testing electronic components, hybrids, PCBs or other assemblies at the test site. Designed for thermal and mechanical stability and precision, our thermal subsystems offer a broad range of modular solutions that can be used in new installations, as well as upgrades to existing equipment.

Our reliability test products were acquired in July 2013 from Aetrium Incorporated and are designed and

 

2


Table of Contents

manufactured in St. Paul, Minnesota. The 1164 Reliability Test System is a modular and scalable test platform that can be used in a wide range of reliability test applications, including Electro Migration (“EM”), Stress Migration (“SM”), Time Dependent Dielectric Breakdown (“TDDB”), Stress Induced Leakage Current (“SILC”) and Bias Temperature Instability (“BTI”). In addition to the 1164 Reliability Test System, we also offer the Symphony Wafer Level Reliability (“WLR”) Test System which, when combined with either an automated or semi-automated probe station, and our Conductor software, provides users with the necessary tools for automated and unattended WRL testing to shorten product development cycles and enhance product quality.

Our analytical probes are sold to serve as components of our probe stations, or less often, to serve as components of test equipment manufactured by third parties. Our production probe cards are designed and sold for high-volume production test applications, ranging from very low current parametric testing to sophisticated, high-speed radio frequency integrated circuit (“RFIC”) testing. These probe cards are used in conjunction with third party equipment from manufacturers such as Advantest, Agilent and Teradyne.

Overview

Revenue and gross margin in the first six months of 2014 increased to $67.3 million and 49.4%, respectively, compared to $57.8 million and 44.7%, respectively, in the first six months of 2013, reflecting increased sales and gross margins in both the Systems and Probes segments. Net income was $3.4 million in the first six months of 2014 compared to $2.9 million in the first six months of 2013.

During the second quarter of 2014, we settled our contingent liability related to our acquisition of the Reliability Test Product division of Aetrium Incorporated (“RTP”) for $0.4 million, resulting in a $0.4 million credit to Selling, general and administrative expense since we had $0.8 million accrued for such payment. As of June 30, 2014, $0.5 million remained accrued for potential payments related to the seller’s indemnification obligations, which we expect to settle by February 2015.

Also during the second quarter of 2014, we recorded $0.2 million in additional lease abandonment costs as a component of Selling, general and administrative expense as a result of a change in our estimated income from sub-leasing the respective property.

Outlook

Based on our current backlog, projected bookings and scheduled shipments, we anticipate revenues will be in the range of $31 million to $34 million for the third quarter of 2014.

Critical Accounting Policies and the Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that have become increasingly difficult to make in the current economic environment. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period.

On an on-going basis we evaluate our estimates, including those related to revenue recognition, bad debts, inventory, lives and recoverability of equipment and other long-lived assets, warranty obligations, deferred income tax assets, unrecognized income tax benefits, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We reaffirm the critical accounting policies and estimates as reported in our Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the Securities and Exchange Commission on March 5, 2014.

 

3


Table of Contents

Results of Operations

The following table sets forth our condensed consolidated statement of operations data for the periods indicated as a percentage of revenue.(1)

 

     For the Three Months
Ended June 30,
    For the Six Months
Ended June 30,
 
     2014     2013     2014     2013  

Revenue

     100.0     100.0     100.0     100.0

Cost of sales

     49.2        52.9        50.6        55.3   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     50.8        47.1        49.4        44.7   

Operating expenses:

        

Research and development

     10.2        8.9        9.9        8.9   

Selling, general and administrative

     31.8        29.9        31.3        29.6   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     42.0        38.8        41.2        38.5   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     8.8        8.3        8.2        6.2   

Other income (expense), net

     (0.1     (0.4     (0.2     (0.6
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     8.6        7.9        8.0        5.6   

Income tax expense

     3.1        0.7        3.0        0.5   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     5.5     7.2     5.1     5.1
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Percentages may not add due to rounding.

Certain financial information by segment was as follows (dollars in thousands):

 

Three Months Ended June 30, 2014

   Systems     Probes     Corporate
Unallocated
    Total  

Revenue

   $  21,824      $  11,628      $ —        $  33,452   

Gross profit

   $ 10,139      $ 6,847      $ —        $ 16,986   

Gross margin

     46.5     58.9     —          50.8

Income (loss) from operations

   $ 3,352      $ 3,900      $  (4,324)      $ 2,928   

Three Months Ended June 30, 2013

                        

Revenue

   $ 19,847      $ 10,460      $ —        $ 30,307   

Gross profit

   $ 8,760      $ 5,515      $ —        $ 14,275   

Gross margin

     44.1     52.7     —          47.1

Income (loss) from operations

   $ 3,268      $ 2,990      $ (3,741   $ 2,517   

 

Six Months Ended June 30, 2014

   Systems     Probes     Corporate
Unallocated
     Total  

Revenue

   $  43,384      $  23,878      $ —         $ 67,262   

Gross profit

   $ 19,337      $ 13,922      $ —         $ 33,259   

Gross margin

     44.6     58.3     —           49.4

Income (loss) from operations

   $ 5,831      $ 8,326      $  (8,627)       $ 5,530   

Six Months Ended June 30, 2013

                         

Revenue

   $ 37,547      $ 20,231      $ —         $ 57,778   

Gross profit

   $ 15,472      $ 10,346      $ —         $ 25,818   

Gross margin

     41.2     51.1     —           44.7

Income (loss) from operations

   $ 4,910      $ 5,414      $  (6,766)       $ 3,558   

 

4


Table of Contents

Revenue

Revenue information was as follows (dollars in thousands):

 

     Three Months Ended June 30,      Dollar
Change
        

Revenue

   2014      2013         % Change  

Systems

   $ 21,824       $ 19,847       $ 1,977         10.0

Probes

     11,628         10,460         1,168         11.2
  

 

 

    

 

 

    

 

 

    

Total

   $ 33,452       $ 30,307       $ 3,145         10.4
  

 

 

    

 

 

    

 

 

    

 

     Six Months Ended June 30,      Dollar
Change
        

Revenue

   2014      2013         % Change  

Systems

   $ 43,384       $ 37,547       $ 5,837         15.5

Probes

     23,878         20,231         3,647         18.0
  

 

 

    

 

 

    

 

 

    

Total

   $ 67,262       $ 57,778       $ 9,484         16.4
  

 

 

    

 

 

    

 

 

    

Systems

The increases in Systems revenue in the three- and six-month periods ended June 30, 2014 compared to the same periods of 2013 were primarily related to increased unit sales related to our acquisitions from the second half of 2013. These increases were partially offset by decreases in average selling prices as we sold fewer 300mm stations, which have higher average selling prices.

Probes

The increases in Probes revenue in the three- and six-month periods ended June 30, 2014 compared to the same periods of 2013 were primarily the result of increases in unit sales of both production probe cards and analytical probes.

Cost of Sales and Gross Margin

Cost of sales includes purchased materials, fabrication, assembly, test, installation labor, overhead, customer-specific engineering costs, warranty costs, royalties and provision for inventory valuation reserves.

Cost of sales information was as follows (dollars in thousands):

 

     Three Months Ended June 30,      Dollar
Change
       

Cost of Sales

   2014      2013        % Change  

Systems

   $ 11,685       $ 11,087       $ 598        5.4

Probes

     4,781         4,945         (164     (3.3 )% 
  

 

 

    

 

 

    

 

 

   

Total

   $ 16,466       $ 16,032       $ 434        2.7
  

 

 

    

 

 

    

 

 

   
     Six Months Ended June 30,      Dollar
Change
       

Cost of Sales

   2014      2013        % Change  

Systems

   $ 24,047       $ 22,075       $ 1,972        8.9

Probes

     9,956         9,885         71        0.7
  

 

 

    

 

 

    

 

 

   

Total

   $ 34,003       $ 31,960       $ 2,043        6.4
  

 

 

    

 

 

    

 

 

   

Cost of sales was affected by changes in sales as discussed above combined with the factors that caused fluctuations in our gross margin (gross profit as a percentage of revenue), as discussed below.

Gross margins were as follows:

 

     Three Months Ended June 30,     Six Months Ended June 30,  

Gross Margins

   2014     2013     2014     2013  

Systems

     46.5     44.1     44.6     41.2

Probes

     58.9     52.7     58.3     51.1

Overall

     50.8     47.1     49.4     44.7

 

5


Table of Contents

Systems

The increases in Systems gross margins in the three- and six-month periods ended June 30, 2014 compared to the same periods of 2013 were primarily due to our acquisitions during the second half of 2013. The acquired product lines increased the average gross margin of all Systems products.

Probes

The increases in Probes gross margins in the three- and six-month periods ended June 30, 2014 compared to the same periods of 2013 were primarily due to increased unit sales, which increased factory utilization and decreased unabsorbed period expenses.

Overall

The overall increases in gross margins in the three and six-month periods ended June 30, 2014 compared to the same periods of 2013 were primarily attributable to product mix, as we sold a higher number of Probes relative to total sales. The increases in gross margin were also positively affected by sales of products acquired in the second half of 2013 as discussed above.

Research and Development

Research and development costs are expensed as incurred and include compensation and related expenses for personnel, materials, consultants and overhead.

Information regarding our research and development expense was as follows (dollars in thousands):

 

     Three Months Ended June 30,      Dollar
Change
        
     2014      2013         % Change  

Research and development

   $ 3,428       $ 2,694       $ 734         27.2
     Six Months Ended June 30,      Dollar
Change
        
     2014      2013         % Change  

Research and development

   $ 6,669       $ 5,150       $ 1,519         29.5

The increases in research and development in the three- and six-month periods ended June 30, 2014 compared to the same periods of 2013 were primarily due to:

 

    increases of $0.5 million and $0.9 million, respectively, in salaries and benefits related primarily to our acquisitions in the second half of 2013;

 

    increases of $0.2 million and $0.5 million, respectively, in project-related expenses; and

 

    a $0.1 million decrease in government grant reimbursements for the six-month period ended June 30, 2014.

Selling, General and Administrative

Selling, general and administrative, or SG&A, expense includes compensation and related expenses for personnel, travel, outside services, manufacturers’ representative commissions, intangible asset amortization and overhead incurred in our sales, marketing, customer support, management, legal and other professional and administrative support functions, as well as costs to operate as a public company.

Information regarding our SG&A expense was as follows (dollars in thousands):

 

     Three Months Ended June 30,      Dollar
Change
        
     2014      2013         % Change  

Selling, general and administrative

   $ 10,630       $ 9,064       $ 1,566         17.3
     Six Months Ended June 30,      Dollar
Change
        
     2014      2013         % Change  

Selling, general and administrative

   $ 21,060       $ 17,110       $ 3,950         23.1

 

6


Table of Contents

The increases in SG&A in the three- and six-month periods ended June 30, 2014 compared to the same periods of 2013 were primarily due to increases of:

 

    $0.8 million and $1.5 million, respectively, in salaries and benefits related primarily to our expanded workforce due to our acquisitions in the second half of 2013;

 

    $0.5 million and $1.1 million, respectively, in amortization of purchased intangibles;

 

    $0.1 million and a $0.4 million, respectively, in professional service fees;

$0.2 million and a $0.4 million, respectively, in selling expenses;

 

    $0.2 million and a $0.3 million, respectively, in stock-based compensation; and

 

    $0.1 million and a $0.1 million, respectively, in restructuring costs.

These factors were partially offset by a $0.4 million reduction in our contingent consideration accrual related to our acquisition of RTP.

Other Income (Expense)

Other income (expense) typically includes interest income, interest expense, gains and losses on foreign currency forward contracts and foreign currency gains and losses. Other income (expense) can also include other miscellaneous non-operating gains and losses.

Other income (expense) was comprised of the following (in thousands):

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2014     2013     2014     2013  

Interest income, net

   $ 7      $ 2      $ 9      $ 22   

Foreign currency losses

     (114     (249     (96     (690

Gains on foreign currency forward contracts

     60        147        7        350   

Other

     (2     (10     (36     (16
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ (49   $ (110   $ (116   $ (334
  

 

 

   

 

 

   

 

 

   

 

 

 

Interest income represents interest earned on cash and cash equivalents and investments in marketable securities.

Foreign currency gains and losses primarily result from a combination of changes in foreign currency exchange rates and the net value of monetary assets and liabilities denominated in yen, euro and other foreign currencies.

Income Taxes

Information regarding our income tax expense was as follows (dollars in thousands):

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2014     2013     2014     2013  

Income tax provision

   $ 1,051      $ 221      $ 1,994      $ 291   

Income tax provision as a percentage of income before income taxes

     36.5     9.2     36.8     9.0

Our income tax expense in the three and six-months periods ended June 30, 2014 and 2013 primarily related to estimated tax expense on income in the U.S. and foreign tax jurisdictions.

Our effective tax rate may differ from the U.S. federal statutory rate primarily as a result of the effects of state and foreign income taxes and may be affected by changes in statutory tax rates and laws in the U.S. and foreign jurisdictions. The increases in our effective tax rate for the three- and six-month periods ended June 30, 2014 compared to the same periods of the prior year were primarily the result of releasing the majority of our valuation allowance on deferred tax assets in the fourth quarter of 2013. The tax benefit of these deferred tax assets, which consisted primarily of net operating loss carryforwards, were fully recognized in the fourth quarter of 2013 and, therefore, were no longer available to offset current tax expense in future periods. In addition, the effective tax rate in the first six months of 2014 does not include any federal benefit from research and experimentation tax credits since legislation related to such credits expired and has not been renewed.

 

7


Table of Contents

Deferred tax assets arise from the tax benefit of amounts expensed for financial reporting purposes but not yet realized for tax purposes and from unutilized tax credits and net operating loss carryforwards. We evaluate our deferred tax assets on a regular basis to determine if a valuation allowance is required. To the extent it is determined that it is more likely than not that we will not realize the benefit of our deferred tax assets, we record a valuation allowance against deferred tax assets.

As of June 30, 2014, the net deferred tax assets on our Consolidated Balance Sheets totaled $3.5 million, net of a valuation allowance of $0.2 million, and are primarily related to tax credits and other temporary differences.

Liquidity and Capital Resources

Changes in our assets and liabilities as presented in our Consolidated Statements of Cash Flows do not equal the changes in such assets and liabilities as calculated from our Consolidated Balance Sheets due to the effects of fluctuating foreign currency exchange rates and acquisitions.

Net cash provided by operating activities in the first six months of 2014 was $9.6 million and primarily consisted of our net income of $3.4 million, net non-cash charges of $4.5 million and net changes in our operating assets and liabilities as described below.

Accounts receivable, net decreased by $4.6 million to $21.9 million at June 30, 2014, compared to $26.5 million at December 31, 2013, primarily due to the timing of sales and collections.

Inventories increased by $2.2 million to $27.1 million at June 30, 2014, compared to $24.9 million at December 31, 2013. The increase in inventory was primarily related to lower than expected sales of probe stations, partially offset by inventory charges of $0.8 million in the first six months of 2014 for excess and obsolete inventory and sales of finished goods. If our actual results are significantly different than our current expectations for 2014, we may incur additional charges to write down inventory in future periods.

Long-term and short-term deferred revenue decreased by $0.4 million to $2.7 million at June 30, 2014, compared to $3.1 million at December 31, 2013, primarily due to a decrease in customer deposits on product orders.

Other long-term liabilities decreased by $0.2 million to $1.9 million at June 30, 2014, compared to $2.1 million at December 31, 2013, primarily due to a decrease in accrued lease abandonment costs.

Fixed asset purchases of $1.1 million in the first six months of 2014 primarily related to production-related equipment, research and development tools and leasehold improvements. We anticipate that cash used for fixed asset purchases for all of 2014 will be between $5.0 million and $6.0 million, depending on the timing of payments to vendors.

In November 2012, our Board of Directors authorized a stock repurchase program under which up to $2.0 million of our common stock could be repurchased from time to time in the open market or in privately negotiated transactions. In May 2014, our Board of Directors authorized an increase to the stock repurchase program of $2.0 million. In the first six months of 2014 we repurchased 111,256 shares of our common stock at a weighted average price of $9.28 per share, or a total of $1.0 million. As of June 30, 2014, $2.6 million remained available for repurchase under the program. The repurchase program does not have an expiration date.

In August 2013, we entered into a line of credit agreement with JPMorgan Chase Bank, N.A. for a maximum $10.0 million line of credit facility (the “LOC”), which may be limited by a borrowing base. The LOC expires August 31, 2015 and contains a $2.5 million sublimit for letters of credit. Interest is based primarily on the London Interbank Offered Rate (“LIBOR”). The LOC contains restrictive and financial covenants. On June 30, 2014, no amounts were outstanding under the LOC, no letters of credit were outstanding, $10.0 million was available for borrowing and we were in compliance with all covenants.

 

8


Table of Contents

We anticipate meeting our cash requirements for the next 12 months and for the foreseeable future from existing Cash and cash equivalents and Short-term marketable securities, which totaled $29.4 million at June 30, 2014. In addition, we currently have $10 million available under the LOC as discussed above.

We continue to evaluate opportunities for acquisition and expansion and any such transactions, if consummated, may use a portion of our cash and marketable securities or may result in the issuance by us of debt or equity securities. Issuances of debt securities would increase our leverage and interest exposure; issuances of equity securities could dilute the ownership interest of our shareholders.

Recent Accounting Guidance

See Note 12 of Notes to Condensed Consolidated Financial Statements.

Contractual Commitments

The following is a summary of our contractual commitments and obligations as of June 30, 2014 (in thousands):

 

     Payments Due By Period  

Contractual Obligation

   Total      Remainder of
2014
     2015 and
2016
     2017 and
2018
     2019 and
beyond
 

Operating leases

   $  11,420       $ 1,882       $  5,025       $  3,253       $  1,260   

Purchase order commitments (1)

     6,684         6,120         564         —           —     

Forward contracts

     28,708         28,708         —           —           —     

Fair value of contingent consideration related to our acquisition of RTP

     500         300         200         —           —     

Additional consideration related to our acquisition of ATT Systems

     1,028         514         514         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 48,340       $  37,524       $ 6,303       $ 3,253       $ 1,260   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Purchase order commitments primarily represent open orders for inventory.

Seasonality

Typically, our first quarter revenues are lower than our revenues from the preceding fourth quarter. In addition, as is typical in our industry, we recognize a large percentage of our quarterly revenue in the last month of the quarter. However, our seasonality can be affected by general economic trends and it should not be expected that historical revenue patterns will continue.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

9


Table of Contents

Item 6. Exhibits

The following exhibits are filed herewith or incorporated by reference hereto and this list is intended to constitute the exhibit index:

 

  31.1    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
  31.2    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
  32.1    Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
  32.2    Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
101.INS    XBRL Instance Document. Incorporated by reference to Form 10-Q as filed with the Securities and Exchange Commission on August 6, 2014.
101.SCH    XBRL Taxonomy Extension Schema Document. Incorporated by reference to Form 10-Q as filed with the Securities and Exchange Commission on August 6, 2014.
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document. Incorporated by reference to Form 10-Q as filed with the Securities and Exchange Commission on August 6, 2014.
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document. Incorporated by reference to Form 10-Q as filed with the Securities and Exchange Commission on August 6, 2014.
101.LAB    XBRL Taxonomy Extension Label Linkbase Document. Incorporated by reference to Form 10-Q as filed with the Securities and Exchange Commission on August 6, 2014.
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document. Incorporated by reference to Form 10-Q as filed with the Securities and Exchange Commission on August 6, 2014.

 

10


Table of Contents

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.

 

Date: August 7, 2014     CASCADE MICROTECH, INC.  
    (Registrant)  
    By:  

/s/ MICHAEL D. BURGER

 
    Michael D. Burger  
    Director, President  
    and Chief Executive Officer  
    (Principal Executive Officer)  
    By:  

/s/ JEFF KILLIAN

 
    Jeff Killian  
    Chief Financial Officer and Treasurer  
    (Principal Financial and Accounting Officer)  

 

11