美國
證券交易委員會
華盛頓特區20549
表格
（標記一）
根據1934年證券交易法第13或15(d)節的季度報告 |
截至季度結束日期的財務報告
或者
根據1934年證券交易法第13或15(d)節的轉型報告書 |
過渡期從________到_________
委員會文件號。
(根據其章程規定的註冊人準確名稱)
（註冊或組織的）提起訴訟的州或其他司法管轄區（如適用） 組建國的駐地 |
（IRS僱主 唯一識別號碼） |
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(主要領導機構的地址) |
(郵政編碼) |
(註冊人電話號碼，包括區號)
在法案第12(b)條的規定下注冊的證券：
每一類的名稱 |
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交易 符號: |
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普通股，每股面值$0.001 ANNX |
每股收益 |
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請用複選標記指示：（1）在過去12個月期間（或在註冊人需提交此類報告的較短期間內），是否已提交證券交易所1934年法案第13或15（d）條規定需要提交的所有報告；以及（2）是否過去90天內已受到提交要求的影響。
請以選中的方式指示，是否在過去12個月內向《Regulation S-t》第405條規定（本章第232.405條）要求提交的每個互動數據文件都已通過電子方式提交（或者在註冊人必須提交此類文件的較短期限內）。
請通過複選標記指出註冊人是大型加速申報者、加速申報者、非加速申報者、較小報告公司還是新興增長公司。請參閱《交易法》第120億.2條中「大型加速申報者」、「加速申報者」、「較小報告公司」和「新興增長公司」的定義（請選擇一項）：
☒ |
加速文件提交人 |
☐ |
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非加速文件提交人 |
☐ |
新興成長公司 |
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較小的報告公司 |
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如果公司無法符合證券交易法第13(a)條規定，使用延長過渡期來遵守任何新的或修訂的財務會計準則，請在複選框中指示。 ☐
請在檢查標記處說明申報人是否爲外殼公司 (見交易所法案 Rule 12b-2 定義)。 是☐ 沒有
截至2024年10月28日，註冊人唯一類普通股的流通股數爲
泰拉丹公司。
指数
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頁碼 |
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项目1。 |
1 |
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1 |
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f |
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2 |
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3 |
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4 |
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d |
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5 |
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6 |
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项目2。 |
30 |
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项目3。 |
40 |
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项目4。 |
40 |
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项目1。 |
41 |
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项目1A。 |
41 |
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项目2。 |
42 |
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项目4。 |
42 |
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项目5。 |
43 |
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第6項。 |
44 |
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第I部分
項目 1: 基本報表
泰拉丹公司。
縮表合併資產負債表
(未經查核)
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九月29日， |
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12月31日， |
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(以千位為單位， |
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資產 |
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流動資產: |
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現金及現金等價物 |
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$ |
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$ |
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有價證券 |
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應收帳款，扣除對信用損失的備抵金額為$ |
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存貨淨值 |
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預付款 |
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其他流動資產 |
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持有待售的流動資產 |
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全部流動資產 |
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不動產、廠房及設備淨值 |
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營運租賃權利資產，淨額 |
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有價證券 |
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递延税款贷项 |
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養老計劃資產 |
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股權法之投資 |
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其他資產 |
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已取得之無形資產，扣除折舊及攤銷 |
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商譽 |
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持有待售的長期資產 |
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資產總額 |
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$ |
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$ |
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負債 |
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流動負債： |
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應付賬款 |
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$ |
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$ |
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應計員工薪酬及預扣款 |
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递延收入和客户预付款 |
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其他應計負債 |
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營業租賃負債 |
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應納所得稅款 |
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待售的流動負債 |
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流動負債合計 |
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養老計畫負債 |
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長期透支收入和客戶預付款 |
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長期其他應計負債 |
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递延所得税负债 |
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長期經營租賃負債 |
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長期應付所得稅 |
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持有待售的非流動負債 |
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總負債 |
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股东权益 |
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0.01 |
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資本公積額額外增資 |
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累積其他全面損失 |
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保留收益 |
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股東權益總額 |
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負債總額及股東權益 |
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$ |
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$ |
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附註與泰瑞達截至2023年12月31日的年度10-K表格中包含的合併財務報表註釋一起，是簡明綜合財務報表的一個重要部分。
1
特拉迪因股份有限公司
簡明合併利潤表
(未經審計)
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三個月期間 |
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九個月期間 |
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2023年9月29日 |
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10月1日2023年（39周） |
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2023年9月29日 |
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10月1日2023年（39周） |
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(以千爲單位，每股金額爲美元) |
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(以千爲單位，除每股金額外) |
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營收： |
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產品 |
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$ |
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$ |
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$ |
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$ |
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服務 |
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總收入 |
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營業成本: |
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產品成本 |
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服務成本 |
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營業成本總額（不包括已獲取的無形資產 |
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毛利潤 |
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營業費用： |
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銷售和行政 |
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工程和開發 |
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已獲得的無形資產攤銷 |
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重組及其他 |
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業務售出收益 |
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( |
) |
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營業費用總計 |
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營業利潤 |
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非經營性（收入）費用： |
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利息收入 |
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( |
) |
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( |
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( |
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( |
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利息支出 |
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其他（收入）支出，淨額 |
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( |
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稅前收入和關聯公司淨收益 |
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所得稅費用 |
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關聯公司淨收益前收入 |
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關聯公司淨收益 |
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( |
) |
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— |
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( |
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— |
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淨利潤 |
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$ |
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$ |
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$ |
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$ |
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每股普通股淨收益: |
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基本 |
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$ |
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$ |
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$ |
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$ |
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攤薄 |
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$ |
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$ |
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$ |
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$ |
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加權平均普通股-基本 |
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加權平均普通股-稀釋 |
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附註說明連同附註於泰瑞達2023年12月31日止年度10-k表格上的綜合財務報表構成了簡明綜合財務報表的一部分。
2
特拉迪因股份有限公司
綜合收益簡明合併報表
(未經審計)
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三個月期間 |
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九個月期間 |
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2023年9月29日 |
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10月1日2023年（39周） |
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2023年9月29日 |
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10月1日2023年（39周） |
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（以千爲單位） |
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（以千爲單位） |
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淨利潤 |
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$ |
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$ |
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$ |
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$ |
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其他綜合收益(損失), 淨額(稅後): |
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外幣兌換調整，淨稅額爲$ |
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( |
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( |
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可供出售的市場證券： |
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期間內發生的可市場買賣證券未實現(損失)盈利，稅後淨額爲$ |
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( |
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( |
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減：重新分類調整，包括在淨利潤中的(損失)盈利，稅後淨額爲$ |
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( |
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( |
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( |
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現金流量套期損益： |
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期間發生的未實現（損失）收益（稅後淨額 $ |
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( |
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減：重新分類調整爲淨利潤中包括的（收益）損失（稅後淨額 $ |
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— |
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( |
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( |
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( |
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( |
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定義的福利養老計劃發帖： |
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往前役工期的分期攤銷，稅後淨額爲$ |
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( |
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( |
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( |
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( |
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其他綜合收益（損失） |
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( |
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綜合收益 |
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$ |
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$ |
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$ |
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$ |
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附註說明連同附註於泰瑞達2023年12月31日止年度10-k表格上的綜合財務報表構成了簡明綜合財務報表的一部分。
3
特拉迪因股份有限公司
股東權益基本報表摘要
(未經審計)
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股東權益 |
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普通股 |
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股票 |
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共計 |
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累計 |
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保留的 |
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總計 |
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（以千爲單位） |
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2024年9月29日結束的三個月 |
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2024年6月30日結餘 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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根據股權獎勵計劃發行普通股淨額 |
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股票補償費用 |
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認股權行權 |
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( |
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回購普通股 |
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( |
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( |
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( |
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現金分紅（$ |
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( |
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淨利潤 |
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其他綜合收益（損失） |
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2024年9月29日餘額 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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2023年10月1日結束的三個月 |
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截至2023年7月2日餘額 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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基於股權計劃的普通股淨髮行 |
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股票補償費用 |
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回購普通股 |
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( |
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( |
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( |
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( |
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現金分紅（$ |
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( |
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( |
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可轉換票據的結算 |
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|
|
|
|
|
( |
) |
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|
|
|
|
|
|
|
|||||
行使可轉換票據對沖看漲期權 |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
淨利潤 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
其他綜合收益（損失） |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
2023年10月1日的餘額 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
|
|
股東權益 |
|
|||||||||||||||||||||
|
|
普通股 |
|
|
股票 |
|
|
共計 |
|
|
累計 |
|
|
保留的 |
|
|
總計 |
|
||||||
|
|
（以千爲單位） |
|
|||||||||||||||||||||
2024年9月29日止九個月 |
|
|||||||||||||||||||||||
2023年12月31日的餘額 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
股本計劃下普通股的淨髮行 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
股票補償費用 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
認股權行權 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
回購普通股 |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
現金分紅（$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
淨利潤 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
其他綜合收益（損失） |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2024年9月29日餘額 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
2023年10月1日止九個月 |
|
|||||||||||||||||||||||
2022年12月31日的餘額 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
股票期權計劃下普通股的淨髮行 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
股票補償費用 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
回購普通股 |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
現金分紅（$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
可轉換票據的結算 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
— |
|
||||
行使可轉換票據對沖看漲期權 |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
淨利潤 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
其他綜合收益（損失） |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2023年10月1日的餘額 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
附註說明連同附註於泰瑞達2023年12月31日止年度10-k表格上的綜合財務報表構成了簡明綜合財務報表的一部分。
4
特拉迪因股份有限公司
現金流量表簡明綜合報表
(未經審計)
|
|
九個月期間 |
|
|||||
|
|
2023年9月29日 |
|
|
10月1日2023年（39周） |
|
||
|
|
（以千爲單位） |
|
|||||
經營活動現金流量： |
|
|
|
|
|
|
||
淨利潤 |
|
$ |
|
|
$ |
|
||
從業務淨收入調整爲經營活動現金淨提供額的調節： |
|
|
|
|
|
|
||
折舊 |
|
|
|
|
|
|
||
基於股票的報酬 |
|
|
|
|
|
|
||
超額和過時庫存條款 |
|
|
|
|
|
|
||
攤銷 |
|
|
|
|
|
|
||
投資損失（收益） |
|
|
|
|
|
( |
) |
|
關聯公司淨收益 |
|
|
|
|
|
— |
|
|
業務售出收益 |
|
|
( |
) |
|
|
|
|
遞延所得稅 |
|
|
( |
) |
|
|
( |
) |
養老金計劃精算損益 |
|
|
( |
) |
|
|
|
|
其他 |
|
|
( |
) |
|
|
( |
) |
營運資產和負債的變化 |
|
|
|
|
|
|
||
應收賬款 |
|
|
( |
) |
|
|
|
|
存貨 |
|
|
|
|
|
|
||
預付款及其他資產 |
|
|
|
|
|
( |
) |
|
應付賬款和其他負債 |
|
|
( |
) |
|
|
|
|
遞延收入和客戶預付款 |
|
|
|
|
|
( |
) |
|
養老計劃捐款 |
|
|
( |
) |
|
|
( |
) |
所得稅 |
|
|
( |
) |
|
|
( |
) |
經營活動產生的現金流量淨額 |
|
|
|
|
|
|
||
投資活動現金流量： |
|
|
|
|
|
|
||
購買固定資產 |
|
|
( |
) |
|
|
( |
) |
購買業務投資 |
|
|
( |
) |
|
|
|
|
購買有市場流通的證券 |
|
|
( |
) |
|
|
( |
) |
發行可轉換貸款 |
|
|
— |
|
|
|
( |
) |
出售業務收益，扣除現金及現金等價物售出款項 |
|
|
|
|
|
|
||
可市場出售證券到期款 |
|
|
|
|
|
|
||
市場證券銷售收益 |
|
|
|
|
|
|
||
保險收益 |
|
|
|
|
|
|
||
投資活動產生的淨現金流出 |
|
|
( |
) |
|
|
( |
) |
籌集資金的現金流量： |
|
|
|
|
|
|
||
循環信貸設施償還借款 |
|
|
( |
) |
|
|
|
|
股息支付 |
|
|
( |
) |
|
|
( |
) |
回購普通股 |
|
|
( |
) |
|
|
( |
) |
與員工股票補償獎勵的淨結算相關的支付 |
|
|
( |
) |
|
|
( |
) |
可轉換債務本金支付 |
|
|
|
|
|
( |
) |
|
動用循環信貸額度的借款額 |
|
|
|
|
|
|
||
根據股票購買和股票期權計劃發行普通股 |
|
|
|
|
|
|
||
籌集淨現金流量 |
|
|
( |
) |
|
|
( |
) |
匯率變化對現金及現金等價物的影響 |
|
|
|
|
|
|
||
現金及現金等價物減少 |
|
|
( |
) |
|
|
( |
) |
期初現金及現金等價物餘額 |
|
|
|
|
|
|
||
期末現金及現金等價物 |
|
$ |
|
|
$ |
|
||
非現金投資活動： |
|
|
|
|
|
|
||
已發生但尚未支付的資本支出： |
|
$ |
|
|
$ |
|
||
附註說明連同附註於泰瑞達2023年12月31日止年度10-k表格上的綜合財務報表構成了簡明綜合財務報表的一部分。
5
特拉迪因股份有限公司
簡明合併財務報表附註
(未經審計)
A. 公司
Teradyne, Inc.（「泰瑞達」）是全球領先的自動化測試設備和機器人解決方案供應商。泰瑞達設計、開發、製造和銷售自動化測試系統和機器人產品。泰瑞達的自動化測試系統用於測試半導體、無線產品、數據存儲以及包括消費電子、無線、汽車、工業、計算、通信和航空航天與國防在內的許多行業中的複雜電子系統。泰瑞達的機器人產品包括協作式機械臂、自主移動機器人以及全球製造、物流和工業客戶使用的先進機器人控制軟件，以提高質量、增加製造和物料處理效率，降低製造和物流成本。泰瑞達的自動化測試設備和機器人產品及服務包括：
b. 會計政策
報告範圍
合併中期財務報表包括泰瑞達及其全資子公司的賬目。所有重要的公司間餘額及交易已予以消除。這些中期財務報表尚未經審計，反映了所有經營管理認爲有必要進行的一切正常週期性調整，以便公平陳述這些中期財務報表。2023年12月31日壓縮合並資產負債表數據源自經審計的財務報表，但不包括美國通用會計準則（「U.S. GAAP」）要求的所有披露內容，以供完整的財務報表。附帶的財務信息應與泰瑞達提交給美國證券交易委員會（「SEC」）的年度報告表10-K中包含的合併財務報表和附註一起閱讀，該報告於2024年2月22日提交，以反映截至2023年12月31日的年度數據.
財務報表編制和估計的使用
編制合併財務報表要求管理層進行估計和判斷，從而影響資產、負債、收入和費用的報告金額，以及相關的有關或可能承擔責任的披露。管理層定期評估其估計，包括與存貨、投資、商譽、無形及其他長期資產、應收賬款、所得稅、遞延稅資產和負債、養老金、擔保、有條件款項負債和損失準備相關的估計。管理層的估計基於歷史經驗和認爲在情況下合理的適當和習慣性假設，其結果構成對資產和負債的賬面價值無法從其他來源清楚獲得的判斷基礎。截至本季度10-Q報告發布日期，管理層不知曉任何需要對其估計或判斷進行更新或對其資產或負債賬面價值進行調整的特定事件或情況。這些估計可能隨着新事件發生和獲得的額外信息而發生變化。在不同假設或條件下，實際結果可能大幅不同於這些估計。
股權法投資
泰瑞達以股權法會計方法計提投資，當其對投資對象擁有重大影響力，但不控制時。根據股權法，投資會最初以成本記錄，幷包括在合併資產負債表中的「股權法投資」中。泰瑞達記錄其對投資對象的淨利潤或虧損、及其他全面收入的份額，以及股權法基礎差額的攤銷，該基礎差額是指投資額與取得的淨資產中的股權金額之間的差異，按照一個3個月的落後期計算，該計算方法在每個期間中始終一致。泰瑞達對投資對象的淨利潤份額和股權法基礎差額的攤銷絕非必然的。在合併收入報表中以『聯營公司淨收益的股權』報告。泰瑞達包括其對投資對象的其他全面收入的份額
6
和 泰瑞達在綜合收入表中進行累積的翻譯調整。泰瑞達持續監控其股權法下的投資，尋找除非暫時性下跌其公允價值低於賬面價值的指標。
C. 最近發佈的會計準則
2023年11月，財務會計準則委員會（"FASB"）發佈了會計準則更新（"ASU"）2023-07， "分部報告（主題280）：改進可報告部門披露"，這將要求泰瑞達在年度和中期披露重要部門費用以及首席營運決策者（"CODM"）使用的其他部門項目，以及在中期期間提供有關可報告部門利潤或損失及資產的所有披露，這些披露目前要求年度披露。此外，泰瑞達將被要求披露CODM的職稱和職位。新準準則將在2023年12月15日後開始的財政年度以及在2024年12月15日後開始的財政年度內的中期期間生效，並允許提前採用。此ASU不會對運營結果、現金流或財務狀況產生影響。採納後，泰瑞達將對財務報表中呈現的所有歷史期間披露的修訂進行追溯調整。
在2023年12月，FASB發佈了ASU 2023-09。 《利潤稅收(Topic740):提高所得稅透露》於2023年12月14日頒佈，以提高所得稅透露的透明度和決策有用性。根據修正案，公共企業每年必須(1)在比率協調中披露特定類別，(2)爲滿足定量閾值的協調項提供額外信息(如果這些協調項的效果等於或大於通過乘以適用的稅前收入或虧損計算的金額的5%)。此外，公共企業需提供關於比率協調和所支付的所得稅(扣除收到的退款後的淨額)的某些定性透露，其中的分解(1)由聯邦(國家)、州和外國稅款，(2)由支付所得稅(扣除收到的退款後的淨額)等於或大於總所得稅(扣除收到的退款後的淨額)的5%的各個司法管轄區。對於公衆企業，該標準適用於2024年12月15日之後的年度期間。此ASU中的修改需要對收益留存的餘額(或其他適當的股權或淨資產部分)進行累積效果調整，作爲實體採用修改的年度報告期開始時的期初餘額。公司正在評估此標準對公司綜合財務報表的影響。對稅率和稅前（稅後）利潤及所得稅支出的和所得稅支出的重大披露要求進行了擴展，要求對每個信息進行更詳細的細分。ASU 2023-09的規定適用於2024年12月15日後開始的財政年度。此更新中的修訂應採用前瞻性基礎，並允許追溯應用。這項ASU將不會對經營業績、現金流量或財務狀況產生影響。
D. 營業收入
訂閱和支持收入包括以下內容（以百萬美元爲單位）：
以下表格提供了有關按營業收入確認時間、主要地理市場和主要產品線分解的營業收入信息。
7
|
|
半導體測試 |
|
|
系統測試 |
|
|
機器人 |
|
|
無線測試 |
|
|
|
|
|||||||||||||
|
|
System |
|
|
內存 |
|
|
|
|
|
Universal |
|
|
移動 |
|
|
|
|
|
總計 |
|
|||||||
|
（以千爲單位） |
|
||||||||||||||||||||||||||
2024年9月29日結束的三個月（1） |
|
|||||||||||||||||||||||||||
收入確認時間 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
時間點 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
隨着時間的推移 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
總計 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
地理市場 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
亞洲太平洋 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
美洲 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
歐洲、中東和非洲 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
總計 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
截止到2023年10月1日的三個月(1) |
|
|||||||||||||||||||||||||||
收入確認時間 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
時間點 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
隨着時間的推移 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
總計 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
地理市場 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
亞洲太平洋 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
美洲 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
歐洲、中東和非洲 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
總計 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2024年9月29日止九個月 (第2季) |
|
|||||||||||||||||||||||||||
收入確認時間 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
時間點 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
隨着時間的推移 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
總計 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
地理市場 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
亞洲太平洋 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
美洲 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
歐洲、中東和非洲 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
總計 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
截至2023年10月1日的九個月止（2） |
|
|||||||||||||||||||||||||||
收入確認時間 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
時間點 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
隨着時間的推移 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
總計 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
地理市場 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
亞洲太平洋 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
美洲 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
歐洲、中東和非洲 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
總計 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
合同餘額
在2024年9月29日結束的三個月和九個月內，泰瑞達公司認定了分別爲$的營業收入，這部分營業收入已包含在期初的未實現營收和客戶預付款餘額中。
8
遞延營業收入和客戶預付款包括以下內容，並計入資產負債表上的短期和長期遞延營業收入和客戶預付款中：
|
|
2023年9月29日 |
|
|
12月31日, |
|
||
|
|
（以千爲單位） |
|
|||||
維護、服務和培訓 |
|
$ |
|
|
$ |
|
||
客戶預付款、未交付的元素和其他 |
|
|
|
|
|
|
||
延長保修 |
|
|
|
|
|
|
||
遞延營業收入和客戶預付款總額 |
|
$ |
|
|
$ |
|
||
應收賬款
在2024年9月29日和2023年10月1日結束的三個和九個月內，泰瑞達按照保理協議，以不可追索的方式向第三方金融機構出售了部分應收賬款。在截至2024年9月29日和2023年10月1日結束的三個月內，根據保理協議出售的總應收賬款爲$
E. 處置
2024年5月27日，泰瑞達將半導體測試部門的設備接口解決方案（「DIS」）業務出售給Technoprobe S.p.A.（「Technoprobe」），售價爲$
泰瑞達的DIS銷售協議相關的資產和負債符合條件，並被分類爲泰瑞達截至2023年12月31日的合併資產負債表上持有待售項目，具體如下： 2023年12月31日的資產及負債如下：
|
|
12月31日, |
|
|
|
|
|
||
流動資產： |
|
|
|
|
淨存貨 |
|
$ |
|
|
預付款項 |
|
|
|
|
待售的總流動資產 |
|
|
|
|
物業、廠房和設備，淨值 |
|
|
|
|
經營租賃使用權資產，淨值 |
|
|
|
|
待售資產總額 |
|
$ |
|
|
|
|
|
|
|
流動負債: |
|
|
|
|
應付賬款 |
|
$ |
|
|
其他應計負債 |
|
|
|
|
經營租賃負債 |
|
|
|
|
待售的總流動負債 |
|
|
|
|
長期經營租賃負債 |
|
|
|
|
待售負債總額 |
|
$ |
|
|
待出售的淨資產 |
|
$ |
|
|
F. 股權法投資
2024年5月27日，泰瑞達支付了
9
equity method as a result of being able to exercise significant influence over the operating and financial decisions of Technoprobe. As of September 29, 2024, $
|
|
(in thousands) |
|
|
Balance at June 30, 2024 |
|
$ |
|
|
Other comprehensive income related to investment |
|
|
|
|
Equity in net earnings of affiliate |
|
|
( |
) |
Balance at September 29, 2024 |
|
$ |
|
|
Based on the quoted closing price of Technoprobe stock as of September 29, 2024, the fair value of the publicly traded investment was $
Teradyne's equity method basis difference was calculated as the difference between the investment and the amount of underlying equity in net assets acquired. The equity method basis difference calculated at acquisition attributable to developed technology, customer relationships, trade name, property, plant and equipment, inventory, and deferred tax liability was $
Teradyne made an accounting policy election to report its share of Technoprobe's results on a 3-month lag, which is applied consistently from period to period. Teradyne records its share of Technoprobe's net income or loss and the amortization of equity method basis difference, as 'Equity in net earnings of affiliate' in the consolidated statements of operations. Teradyne includes its share of Technoprobe's other comprehensive income and a cumulative translation adjustment in the consolidated statements of comprehensive income.
G. INVENTORIES
Inventories, net consisted of the following at September 29, 2024, and December 31, 2023:
|
|
September 29, |
|
|
December 31, |
|
||
|
|
(in thousands) |
|
|||||
Raw material |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total inventories, net (1) |
|
$ |
|
|
$ |
|
||
H. FINANCIAL INSTRUMENTS
Cash Equivalents
Teradyne considers all highly liquid investments with original maturities of 90 days or less at the date of acquisition to be cash equivalents.
Marketable Securities
Teradyne’s equity and debt mutual funds are classified as Level 1 and available-for-sale debt securities are classified as Level 2. The vast majority of Level 2 securities are fixed income securities priced by third party pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available, use other observable inputs like market transactions involving identical or comparable securities.
During the three and nine months ended September 29, 2024, and October 1, 2023, there were no transfers in or out of Level 1, Level 2, or Level 3 financial instruments.
Realized gains recorded in the three and nine months ended September 29, 2024, were $
10
respectively. Realized losses recorded in the three and nine months ended September 29, 2024, were $
Unrealized gains on equity securities recorded in the three and nine months ended September 29, 2024, were $
Unrealized gains and losses on available-for-sale debt securities are included in 'Accumulated other comprehensive income (loss)' in the consolidated balance sheet.
The cost of securities sold is based on average cost.
The following tables set forth by fair value hierarchy Teradyne’s financial assets and liabilities that were measured at fair value on a recurring basis as of September 29, 2024, and December 31, 2023.
|
|
September 29, 2024 |
|
|||||||||||||
|
|
Quoted Prices |
|
|
Significant |
|
|
Significant |
|
|
Total |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Certificates of deposit and time deposits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government agency securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-U.S. government securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Derivative assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative liabilities |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reported as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Total |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
11
|
|
December 31, 2023 |
|
|||||||||||||
|
|
Quoted Prices |
|
|
Significant |
|
|
Significant |
|
|
Total |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Certificates of deposit and time deposits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government agency securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial paper |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-U.S. government securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual Funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Derivative assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reported as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Total |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The carrying amounts and fair values of Teradyne’s financial instruments at September 29, 2024, and December 31, 2023, were as follows:
|
|
September 29, 2024 |
|
|
December 31, 2023 |
|
||||||||||
|
|
Carrying Value |
|
|
Fair Value |
|
|
Carrying Value |
|
|
Fair Value |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The fair values of accounts receivable, net and accounts payable approximate the carrying value due to the short-term nature of these instruments.
12
The following table summarizes the composition of available-for-sale marketable securities at September 29, 2024:
|
|
September 29, 2024 |
|
|||||||||||||||||
|
|
Available-for-Sale |
|
|||||||||||||||||
|
|
Cost |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
Fair Market |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
U.S. Treasury securities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Corporate debt securities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Certificates of deposit and time deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Debt mutual funds |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
U.S. government agency securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Non-U.S. government securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Reported as follows:
|
|
Cost |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
Fair Market |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Marketable securities |
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Long-term marketable securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
The following table summarizes the composition of available-for-sale marketable securities at December 31, 2023:
|
|
December 31, 2023 |
|
|||||||||||||||||
|
|
Available-for-Sale |
|
|||||||||||||||||
|
|
Cost |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
Fair Market |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Corporate debt securities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
U.S. Treasury securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Certificates of deposit and time deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Debt mutual funds |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
U.S. government agency securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Commercial paper |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-U.S. government securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Reported as follows:
|
|
Cost |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
Fair Market |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Marketable securities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|
$ |
|
||||
Long-term marketable securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
13
As of September 29, 2024, the fair market value of investments with unrealized losses less than one year and greater than one year totaled $
Teradyne reviews its investments to identify and evaluate investments that have an indication of possible impairment. Based on this review, Teradyne determined that the unrealized losses related to these investments at September 29, 2024, and December 31, 2023, were not other than temporary.
The contractual maturities of investments in available-for-sale securities held at September 29, 2024, were as follows:
|
|
September 29, 2024 |
|
|||||
|
|
Cost |
|
|
Fair Market |
|
||
|
|
(in thousands) |
|
|||||
Due within one year |
|
$ |
|
|
$ |
|
||
Due after 1 year through 5 years |
|
|
|
|
|
|
||
Due after 5 years through 10 years |
|
|
|
|
|
|
||
Due after 10 years |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Contractual maturities of investments in available-for-sale securities held at September 29, 2024, exclude debt mutual funds with a fair market value of $
Derivatives
Teradyne conducts business in various foreign countries, with certain transactions denominated in local currencies. As a result, Teradyne is exposed to risks relating to changes in foreign currency exchange rates. Teradyne’s foreign currency risk management objective is to minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities denominated in foreign currencies, and changes in its cash inflows attributable to the forecasted cash flows from certain foreign currency denominated revenues.
To minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities denominated in foreign currencies, Teradyne enters into foreign currency forward contracts. The change in fair value of these derivatives is recorded directly in earnings and is used to offset the change in value of monetary assets and liabilities denominated in foreign currencies.
Teradyne also enters into foreign currency forward and option contracts designated as cash flow hedges to hedge the risk of changes in its cash inflows attributable to changes in foreign currency exchange rates. The cash flow hedges have maturities of less than six months and mature in the period of revenue recognition for certain products and services in backlog and forecasted to be recognized in a future period. Teradyne evaluates cash flow hedges for effectiveness at inception based on the critical terms match method. The hedges are not expected to incur any ineffectiveness however a quarterly qualitative assessment of effectiveness is done to determine if the critical terms match method remains appropriate to use. The change in fair value of the contracts is recorded in accumulated other comprehensive income (loss) and reclassified to earnings at maturity date.
Teradyne does not use derivative financial instruments for speculative purposes.
14
At September 29, 2024, and December 31, 2023, Teradyne had the following contracts to buy and sell non-U.S. currencies for U.S. dollars and other non-U.S. currencies with the following notional amounts:
|
|
Net Notional Value |
|
|||||
|
|
September 29, |
|
|
December 31, |
|
||
|
|
(in millions) |
|
|||||
Currency Hedged (Buy/Sell) |
|
|
|
|
|
|
||
U.S. dollar/Taiwan dollar |
|
|
|
|
|
|
||
U.S. dollar/Japanese yen |
|
|
|
|
|
|
||
U.S. dollar/Korean won |
|
|
|
|
|
|
||
U.S. dollar/British pound sterling |
|
|
|
|
|
|
||
U.S. dollar/Danish krone |
|
|
|
|
|
|
||
Danish krone/U.S. dollar |
|
|
|
|
|
|
||
Euro/U.S. dollar |
|
|
|
|
|
|
||
Singapore dollar/U.S. dollar |
|
|
|
|
|
|
||
Philippine peso/U.S. dollar |
|
|
|
|
|
|
||
Chinese yuan/U.S. dollar |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
The fair value of the outstanding contracts was a net loss of $
Unrealized gains and losses on foreign currency forward contracts and foreign currency remeasurement gains and losses on monetary assets and liabilities are included in 'Other (income) expense, net' in the consolidated statement of operations.
At September 29, 2024, and December 31, 2023, Teradyne had the following cash flow hedge contracts to buy and sell non-U.S. currencies for U.S. dollars with the following notional amounts:
|
|
Net Notional Value |
|
|||||
|
|
September 29, |
|
|
December 31, |
|
||
|
|
(in millions) |
|
|||||
Currency Hedged (Buy/Sell) |
|
|
|
|
|
|
||
U.S. dollar/Japanese yen |
|
$ |
|
|
$ |
|
||
Total |
|
$ |
|
|
$ |
|
||
The fair value of the outstanding cash flow hedge contracts was a loss of $
Unrealized gains and losses on foreign currency cash flow hedge contracts are included in accumulated other comprehensive income (loss). At maturity, the gains or losses associated with cash flow hedge contracts are recorded to revenue.
On November 7, 2023, in connection with Teradyne's agreement to acquire
15
The following table summarizes the fair value of derivative instruments as of September 29, 2024, and December 31, 2023:
|
|
Balance Sheet Location |
|
September 29, |
|
|
December 31, |
|
||
|
|
|
|
(in thousands) |
|
|||||
Derivatives not designated as hedging instruments: |
|
|||||||||
Foreign exchange forward contracts |
|
Other current assets |
|
|
|
|
|
|
||
Foreign exchange forward contracts |
|
Other current liabilities |
|
|
( |
) |
|
|
( |
) |
Foreign exchange option contracts |
|
Other current assets |
|
|
|
|
|
|
||
Derivatives designated as hedging instruments: |
|
|||||||||
Foreign exchange forward contracts |
|
Other current assets |
|
|
|
|
|
|
||
Foreign exchange forward contracts |
|
Other current liabilities |
|
|
( |
) |
|
|
|
|
Total derivatives |
|
|
|
$ |
( |
) |
|
$ |
|
|
The following table summarizes the effect of derivative instruments recognized in the statement of operations for the three and nine months ended September 29, 2024, and October 1, 2023:
|
|
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
|
Location of (Gains) Losses |
|
September 29, |
|
|
October 1, |
|
|
September 29, |
|
|
October 1, |
|
||||
|
|
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Derivatives not designated as hedging instruments: |
|
|||||||||||||||||
Foreign exchange forward contracts (1) |
|
Other (income) expense, net |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Foreign exchange option contracts |
|
Other (income) expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|||||||||||
Foreign exchange forward and option contracts |
|
Revenue |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Total Derivatives |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
See Note I: “Debt” regarding derivatives related to the convertible senior notes.
I. DEBT
Convertible Senior Notes
On December 12, 2016, Teradyne completed a private offering of $
Concurrent with the offering of the Notes, Teradyne entered into convertible note hedge transactions (the “Note Hedge Transactions”) with the initial purchasers or their affiliates (the “Option Counterparties”). The Note Hedge Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the common stock that underlie the Notes. Separately and concurrent with the pricing of the Notes, Teradyne entered into warrant transactions with the Option Counterparties (the “Warrant Transactions”) in which it sold net-share-settled (or, at its election subject to certain conditions, cash-settled) warrants to the Option Counterparties. These transactions have been accounted for as an adjustment to Teradyne's shareholders’ equity. The Warrant Transactions, which began expiring
16
The Warrant Transactions resulted in additional shares of Teradyne’s common stock being issued to the extent that the market price per share of Teradyne’s common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants.
The interest expense on Teradyne's senior notes for three and nine months ended October 1, 2023, was as follows:
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
September 29, |
|
|
October 1, |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Contractual interest expense on the coupon |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amortization of debt issuance fees recognized as interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total interest expense on the convertible debt |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Revolving Credit Facility
On May 1, 2020, Teradyne entered into a credit agreement (the “Credit Agreement”) with Truist Bank, as administrative agent and collateral agent, and the lenders party thereto. The Credit Agreement provided for a
On December 10, 2021, the Credit Agreement was amended to extend the maturity date of the Credit Facility to December 10, 2026. On October 5, 2022, the Credit Agreement was amended to increase the amount of the Credit Facility to $
The Credit Agreement provides that, subject to customary conditions, Teradyne may seek to obtain from existing or new lenders the available incremental amount under the Credit Facility, not to exceed the greater of $
Teradyne is not required to repay any loans under the Credit Facility prior to maturity, subject to certain customary exceptions. Teradyne is permitted to prepay all or any portion of the loans under the Credit Facility prior to maturity without premium or penalty, other than customary SOFR breakage costs.
The Credit Agreement contains customary events of default, representations, warranties, and affirmative and negative covenants that, among other things, limit Teradyne’s ability to sell assets, grant liens on assets, incur other secured indebtedness and make certain investments and restricted payments, all subject to exceptions set forth in the Credit Agreement. The Credit Agreement also requires Teradyne to satisfy two financial ratios measured at the end of each fiscal quarter: a consolidated leverage ratio and an interest coverage ratio.
The Credit Facility is guaranteed by certain of Teradyne’s domestic subsidiaries and collateralized by assets of Teradyne and such subsidiaries, including a pledge of
On May 16, 2024, Teradyne borrowed $
17
J. PREPAYMENTS
Prepayments consist of the following:
|
|
September 29, |
|
|
December 31, |
|
||
|
|
(in thousands) |
|
|||||
Contract manufacturer and supplier prepayments |
|
$ |
|
|
$ |
|
||
Prepaid taxes |
|
|
|
|
|
|
||
Prepaid maintenance and other services |
|
|
|
|
|
|
||
Other prepayments |
|
|
|
|
|
|
||
Total prepayments (1) |
|
$ |
|
|
$ |
|
||
K. PRODUCT WARRANTY
Teradyne generally provides a one-year warranty on its products, commencing upon installation, acceptance or shipment. A provision is recorded upon revenue recognition to cost of revenues for estimated warranty expense based on historical experience.
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
September 29, |
|
|
October 1, |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Balance at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Accruals for warranties issued during the period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accruals related to pre-existing warranties |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Settlements made during the period |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
When Teradyne receives revenue for extended warranties beyond one year it is treated as a separate performance obligation and deferred and recognized on a straight-line basis over the contract period.
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
September 29, |
|
|
October 1, |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Balance at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Deferral of new extended warranty revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recognition of extended warranty deferred revenue |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
L. STOCK-BASED COMPENSATION
On February 1, 2023 (the “Retirement Date”), Mark E. Jagiela retired as Chief Executive Officer of Teradyne and a member of Teradyne’s Board of Directors, and Teradyne entered into an agreement (the “Retirement Agreement”) with Mr. Jagiela. Under the Retirement Agreement, Mr. Jagiela’s unvested time-based restricted stock units and stock options granted prior to his Retirement Date were modified to allow continued vesting; and any vested options or options that vest during that period may be exercised for the remainder of the applicable option term. During the nine months ended October 1, 2023, Teradyne recorded a stock-based compensation expense of $
Under Teradyne’s stock compensation plans, Teradyne grants time-based restricted stock units, performance-based restricted stock units and stock options, and employees are eligible to purchase Teradyne’s common stock through its Employee Stock Purchase Plan (“ESPP”).
18
Service-based restricted stock unit awards granted to employees vest in equal annual installments over
Performance-based restricted stock units (“PRSUs”) granted to Teradyne’s executive officers may have a performance metric based on relative total shareholder return (“TSR”). Teradyne’s
PRSUs granted to Teradyne’s executive officers may also have a performance metric based on three-year cumulative non-GAAP profit before interest and tax (“PBIT”) as a percent of Teradyne’s revenue. Non-GAAP PBIT is a financial measure equal to GAAP income from operations less restructuring and other, net; amortization of acquired intangible assets; acquisition and divestiture related charges or credits; pension actuarial gains and losses; non-cash convertible debt interest expense; and other non-recurring gains and charges. The final number of PBIT PRSUs that vest will vary based upon the level of performance achieved from
If a PRSU recipient’s employment ends prior to the determination of the performance percentage due to (1) death or (2) after attaining both at least age sixty and at least
During the nine months ended September 29, 2024, and October 1, 2023, Teradyne granted
During the nine months ended September 29, 2024, and October 1, 2023, Teradyne granted
19
During the nine months ended September 29, 2024, and October 1, 2023, Teradyne granted
|
|
For the Nine Months |
|
|||||
|
|
September 29, |
|
|
October 1, |
|
||
Risk-free interest rate |
|
|
% |
|
|
% |
||
Teradyne volatility-historical |
|
|
% |
|
|
% |
||
NYSE Composite Index volatility-historical |
|
|
% |
|
|
% |
||
Dividend yield |
|
|
% |
|
|
% |
||
Expected volatility was based on the historical volatility of Teradyne’s stock and the NYSE Composite Index over the most recent three-year period. The risk-free interest rate was determined using the U.S. Treasury yield curve in effect at the time of the applicable grant. Dividend yield was based upon an estimated annual dividend amount of $
During the nine months ended September 29, 2024, and October 1, 2023, Teradyne granted
The fair value of stock options was estimated using the Black-Scholes option-pricing model with the following assumptions:
|
|
For the Nine Months |
|
|||||
|
|
September 29, |
|
|
October 1, |
|
||
Expected life (years) |
|
|
|
|
|
|
||
Risk-free interest rate |
|
|
% |
|
|
% |
||
Volatility-historical |
|
|
% |
|
|
% |
||
Dividend yield |
|
|
% |
|
|
% |
||
Teradyne determined the stock options’ expected life based upon historical exercise data for executive officers, the age of the executive officers and the terms of the stock option grant. Volatility was determined using historical volatility for a period equal to the expected life. The risk-free interest rate was determined using the U.S. Treasury yield curve in effect at the time of grant. Dividend yield was based upon an estimated annual dividend amount of $
20
M. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Changes in accumulated other comprehensive income (loss), which are presented net of tax, consist of the following:
|
|
Foreign |
|
|
Unrealized |
|
|
Unrealized (Losses) Gains on Cash Flow Hedges |
|
|
Retirement |
|
|
Total |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Nine Months Ended September 29, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2023, net of tax of $ |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Other comprehensive (loss) gain before reclassifications, net of tax of $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax of $ |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||
Net current period other comprehensive (loss) gain, net of tax of $ |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|||
Balance at September 29, 2024, net of tax of $ |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Nine Months Ended October 1, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2022, net of tax of $ |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Other comprehensive (loss) gain before reclassifications, net of tax of $ |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax of $ |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||
Net current period other comprehensive (loss) gain, net of tax of $ |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Balance at October 1, 2023, net of tax of $ |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Reclassifications out of accumulated other comprehensive income (loss) to the statement of operations for the three and nine months ended September 29, 2024, and October 1, 2023, were as follows:
Details about Accumulated Other Comprehensive Income (Loss) Components |
|
For the Three Months |
|
|
For the Nine Months |
|
|
Affected Line Item |
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
September 29, |
|
|
October 1, |
|
|
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
|
|
||||||||||
Available-for-sale marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized (losses) gains, net of tax of $ |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Other (income) expense, net |
||
Cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized (losses) gains, net of tax of $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
||||
Defined benefit pension and postretirement plans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of prior service credit, net of tax of $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
||||
Total reclassifications, net of tax of $ |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Net income |
||||
N. GOODWILL AND ACQUIRED INTANGIBLE ASSETS
Goodwill
Teradyne performs its annual goodwill impairment test as required under the provisions of ASC 350-10, “Intangibles—Goodwill and Other” on December 31 of each fiscal year unless interim indicators of impairment exist. In the nine months ended September 29, 2024, there were no interim indicators of impairment. Goodwill is considered impaired when the net book value of a reporting unit exceeds its estimated fair value.
21
The changes in the carrying amount of goodwill by reportable segments for the nine months ended September 29, 2024, were as follows:
|
|
Robotics |
|
|
Wireless |
|
|
Semiconductor |
|
|
System |
|
|
Total |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Balance at December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Accumulated impairment losses |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Total Goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Balance at September 29, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|||||
Accumulated impairment losses |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Total Goodwill |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Intangible Assets
Amortizable intangible assets consist of the following and are included in intangible assets, net on the balance sheet:
|
|
Gross |
|
|
Accumulated |
|
|
Foreign |
|
|
Net |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Balance at September 29, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Developed technology |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
Customer relationships |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Tradenames and trademarks |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Total intangible assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
Balance at December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Developed technology |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
Customer relationships |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Tradenames and trademarks |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Total intangible assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
Aggregate intangible asset amortization expense was $
Estimated intangible asset amortization expense for each of the five succeeding fiscal years and thereafter is as follows:
Year |
|
Amortization |
|
|
|
|
(in thousands) |
|
|
2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Thereafter |
|
|
|
|
22
O. NET INCOME PER COMMON SHARE
The following table sets forth the computation of basic and diluted net income per common share:
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
September 29, |
|
|
October 1, |
|
||||
|
|
(in thousands, except per share amounts) |
|
|
(in thousands, except per share amounts) |
|
||||||||||
Net income for basic and diluted net income per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average common shares-basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive potential common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Convertible note hedge warrant shares (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employee stock purchase plan |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Incremental shares from assumed conversion of convertible notes (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive potential common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares-diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income per common share-basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net income per common share-diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The computation of diluted net income per common share for the three and nine months ended September 29, 2024, excludes the effect of the potential vesting of
The computation of diluted net income per common share for the three and nine months ended October 1, 2023, excludes the effect of the potential vesting of
P. RESTRUCTURING AND OTHER
During the three months ended September 29, 2024, Teradyne recorded restructuring and other charges primarily related to $1
During the three months ended October 1, 2023, Teradyne recorded restructuring and other charges primarily related to $
During the nine months ended September 29, 2024, Teradyne recorded restructuring and other charges primarily related to $
23
Q. RETIREMENT PLANS
ASC 715, “Compensation—Retirement Benefits,” requires an employer with defined benefit plans or other postretirement benefit plans to recognize an asset or a liability on its balance sheet for the overfunded or underfunded status of the plans as defined by ASC 715. The pension asset or liability represents a difference between the fair value of the pension plan’s assets and the projected benefit obligation at December 31. Teradyne uses a December 31 measurement date for all its plans.
Defined Benefit Pension Plans
Teradyne has defined benefit pension plans covering a portion of domestic employees and employees of certain non-U.S. subsidiaries. Benefits under these plans are based on employees’ years of service and compensation. Teradyne’s funding policy is to make contributions to these plans in accordance with local laws and to the extent that such contributions are tax deductible. The assets of the U.S. qualified pension plan consist primarily of fixed income and equity securities. In addition, Teradyne has an unfunded supplemental executive defined benefit plan in the United States to provide retirement benefits in excess of levels allowed by the Employment Retirement Income Security Act (“ERISA”) and the Internal Revenue Code (the “IRC”), as well as unfunded qualified foreign plans.
During the three months ended September 29, 2024, Teradyne purchased a group annuity contract for its retiree participants in the U.S. qualified pension plan. Under the group annuity, the accrued pension obligation for
In the nine months ended September 29, 2024, and October 1, 2023, Teradyne contributed $
For the three and nine months ended September 29, 2024, and October 1, 2023, Teradyne’s net periodic pension cost was comprised of the following:
|
|
For the Three Months Ended |
|
|||||||||||||
|
|
September 29, 2024 |
|
|
October 1, 2023 |
|
||||||||||
|
|
United |
|
|
Foreign |
|
|
United |
|
|
Foreign |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net actuarial loss (gain) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Settlement expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net periodic pension cost |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
For the Nine Months Ended |
|
|||||||||||||
|
|
September 29, 2024 |
|
|
October 1, 2023 |
|
||||||||||
|
|
United |
|
|
Foreign |
|
|
United |
|
|
Foreign |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net actuarial loss (gain) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Settlement expense |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Total net periodic pension cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Postretirement Benefit Plan
In addition to receiving pension benefits, Teradyne employees in the United States who meet early retirement eligibility requirements as of their termination dates may participate in Teradyne’s Welfare Plan, which includes medical and dental benefits up to age 65. Death benefits provide a fixed sum to retirees’ survivors and are available to all retirees. Substantially all of Teradyne’s current U.S. employees could become eligible for these benefits and the existing benefit obligation relates predominantly to those
24
employees. During the nine months ended September 29, 2024, Teradyne recorded special termination benefit charges associated with a voluntary early retirement program.
For the three and nine months ended September 29, 2024, and October 1, 2023, Teradyne’s net periodic postretirement benefit cost was comprised of the following:
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
September 29, |
|
|
October 1, |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of prior service credit |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Special termination benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net actuarial loss (gain) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total net periodic postretirement benefit cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
R. COMMITMENTS AND CONTINGENCIES
Purchase Commitments
As of September 29, 2024, Teradyne had entered into purchase commitments for certain components and materials. The purchase commitments covered by the agreements aggregate to approximately $
Legal Claims
Teradyne is subject to various legal proceedings and claims which have arisen in the ordinary course of business such as, but not limited to, patent, employment, commercial and environmental matters. Teradyne believes that it has meritorious defenses against all pending claims and intends to vigorously contest them. While it is not possible to predict or determine the outcomes of any pending claims or to provide possible ranges of losses that may arise, Teradyne believes the potential losses associated with all of these actions are unlikely to have a material adverse effect on its business, financial position or results of operations.
Guarantees and Indemnification Obligations
Teradyne provides indemnification, to the extent permitted by law, to its officers, directors, employees and agents for liabilities arising from certain events or occurrences, while the officer, director, employee, or agent, is or was serving, at Teradyne’s request in such capacity. Teradyne may enter into indemnification agreements with certain of its officers and directors. With respect to acquisitions, Teradyne provides indemnifications to or assumes indemnification obligations for the current and former directors, officers and employees of the acquired companies in accordance with the acquired companies’ by-laws and charter. As a matter of practice, Teradyne has maintained directors’ and officers’ liability insurance coverage including coverage for directors and officers of acquired companies.
Teradyne enters into agreements in the ordinary course of business with customers, resellers, distributors, integrators, and suppliers. Most of these agreements require Teradyne to defend and/or indemnify the other party against intellectual property infringement claims brought by a third party with respect to Teradyne’s products. From time to time, Teradyne also indemnifies customers and business partners for damages, losses and liabilities they may suffer or incur relating to personal injury, personal property damage, product liability, breach of confidentiality obligations and environmental claims relating to the use of Teradyne’s products and services or resulting from the acts or omissions of Teradyne, its employees, authorized agents or subcontractors. On occasion, Teradyne has also provided guarantees to customers regarding the delivery and performance of its products in addition to the warranty described below.
As a matter of ordinary course of business, Teradyne warrants that its products will substantially perform in accordance with its standard published specifications in effect at the time of delivery. Most warranties have a one-year duration commencing from installation. A provision is recorded upon revenue recognition to cost of revenues for estimated warranty expense based upon historical experience. When Teradyne receives revenue for extended warranties beyond the standard duration, the revenue is deferred and recognized on a straight-line basis over the contract period. Related costs are expensed as incurred. As of September 29, 2024, and December 31, 2023, Teradyne had a product warranty accrual of $
25
accrued liabilities and revenue deferrals related to extended warranties of $
In addition, in the ordinary course of business, Teradyne provides minimum purchase guarantees to certain vendors to ensure continuity of supply against the market demand. Although some of these guarantees provide penalties for cancellations and/or modifications to the purchase commitments as the market demand decreases, most of the guarantees do not. Therefore, as the market demand decreases, Teradyne re-evaluates these guarantees and determines what charges, if any, should be recorded.
With respect to its agreements covering product, business or entity divestitures and acquisitions, Teradyne provides certain representations, warranties and covenants to purchasers and agrees to indemnify and hold such purchasers harmless against breaches of such representations, warranties, and covenants. Many of the indemnification claims have a definite expiration date while some remain in force indefinitely. With respect to its acquisitions, Teradyne may, from time to time, assume the liability for certain events or occurrences that took place prior to the date of acquisition.
As a matter of ordinary course of business, Teradyne occasionally guarantees certain indebtedness obligations of its subsidiary companies, limited to the borrowings from financial institutions, purchase commitments to certain vendors and lease commitments to landlords.
Based on historical experience and information known as of September 29, 2024, and December 31, 2023, except for product warranty, Teradyne has not recorded any liabilities for these guarantees and obligations because the amount would be immaterial.
S. INCOME TAXES
A reconciliation of the United States federal statutory corporate tax rate to Teradyne’s effective tax rate was as follows:
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
September 29, |
|
|
October 1, |
|
||||
U.S. statutory federal tax rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Non-deductible officers' compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tax credits |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Discrete expense (benefit) related to reserves for uncertain tax positions |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Foreign taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
International provisions of the U.S. Tax Cuts and Jobs Act of 2017 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effective tax rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
On a quarterly basis, Teradyne evaluates the realizability of the deferred tax assets by jurisdiction and assesses the need for a valuation allowance. As of September 29, 2024, Teradyne believes that it will ultimately realize the deferred tax assets recorded on the condensed consolidated balance sheet. However, should Teradyne believe that it is more-likely-than-not that the deferred tax assets would not be realized, the tax provision would increase in the period in which Teradyne determined that the realizability was not likely. Teradyne considers the probability of future taxable income and historical profitability, among other factors, in assessing the realizability of the deferred tax assets.
As of September 29, 2024, and December 31, 2023, Teradyne had $
As of September 29, 2024, Teradyne estimates that it is reasonably possible that the balance of unrecognized tax benefits may decrease approximately $
Teradyne recognizes interest and penalties related to income tax matters in income tax expense. As of September 29, 2024, and December 31, 2023, $
26
Teradyne qualifies for a tax holiday in Singapore by fulfilling the requirements of an agreement with the Singapore Economic Development Board under which certain headcount and spending requirements must be met. The tax savings due to the tax holiday for the nine months ended September 29, 2024, were $
In the nine months ended September 29, 2024, Teradyne recognized a $
On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA introduced a
On December 15, 2022, the European Union ("EU") Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of
T. SEGMENT INFORMATION
Teradyne has
The Semiconductor Test segment includes operations related to the design, manufacturing and marketing of semiconductor test products and services. The System Test segment includes operations related to the design, manufacturing and marketing of products and services for storage and system level test, defense/aerospace instrumentation test, and circuit-board test. The Wireless Test segment includes operations related to the design, manufacturing and marketing of wireless test products and services. The Robotics segment includes operations related to the design, manufacturing and marketing of collaborative robotic arms, autonomous mobile robots, and advanced robotic control software. Each operating segment has a segment manager who is accountable to and maintains regular contract with Teradyne’s chief operating decision maker (Teradyne’s chief executive officer) to discuss operating activities, financial results, forecasts, and plans for the segment.
Teradyne evaluates performance based on several factors, of which the primary financial measure is business segment income (loss) before income taxes. The accounting policies of the business segments are the same as those described in Note B: “Accounting Policies” in Teradyne’s Annual Report on Form 10-K for the year ended December 31, 2023.
27
Segment information for the three and nine months ended September 29, 2024, and October 1, 2023, is as follows:
|
|
Semiconductor |
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System |
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|
Robotics |
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Wireless |
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Segment Total |
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Corporate |
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Consolidated |
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|||||||
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(in thousands) |
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|||||||||||||||||||||||||
Three Months Ended September 29, 2024 |
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|||||||||||||||||||||||||||
Revenues |
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$ |
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|
$ |
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|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Income (loss) before income taxes (1)(2) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
$ |
|
|
|
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|
$ |
|
||||||
Total assets (3) |
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|
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|
$ |
|
|
|
|
|
$ |
|
|||||||
Three Months Ended October 1, 2023 |
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|||||||||||||||||||||||||||
Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Income (loss) before income taxes (1)(2) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
$ |
|
|
|
( |
) |
|
$ |
|
|||||
Total assets (3) |
|
|
|
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|
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|
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$ |
|
|
|
|
|
$ |
|
|||||||
Nine Months Ended September 29, 2024 |
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|||||||||||||||||||||||||||
Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Income (loss) before income taxes (1)(2) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
$ |
|
|
|
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|
$ |
|
||||||
Total assets (3) |
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$ |
|
|
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$ |
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|||||||
Nine Months Ended October 1, 2023 |
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|||||||||||||||||||||||||||
Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Income (loss) before income taxes (1)(2) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
$ |
|
|
|
( |
) |
|
$ |
|
|||||
Total assets (3) |
|
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$ |
|
|
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$ |
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|||||||
Included in each segment are charges and credits in the following line items in the statements of operations:
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For the Three Months |
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For the Nine Months |
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||||||||||
|
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September 29, |
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October 1, |
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September 29, |
|
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October 1, |
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||||
|
|
(in thousands) |
|
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(in thousands) |
|
||||||||||
Semiconductor Test: |
|
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|
|
|
|
|
|
|
|
|
|
||||
Cost of revenues—inventory charge |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restructuring and other—employee severance |
|
|
|
|
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|
|
|
|
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|
||||
System Test: |
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|
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|
||||
Cost of revenues—inventory charge |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restructuring and other—employee severance |
|
|
|
|
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|
|
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||||
Robotics: |
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||||
Cost of revenues—legal settlement |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restructuring and other—employee severance |
|
|
|
|
|
|
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Cost of revenues—inventory charge |
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Wireless: |
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|
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|
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|
||||
Cost of revenues—inventory charge |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Corporate and Eliminations: |
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Restructuring and other—acquisition & divestiture related expenses |
|
$ |
|
|
$ |
|
|
$ |
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$ |
|
||||
Selling and administrative —equity modification |
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Restructuring and other—employee severance |
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Restructuring and other—contract termination |
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Restructuring and other—other |
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U. SHAREHOLDERS’ EQUITY
Stock Repurchase Program
In January 2023, Teradyne’s Board of Directors cancelled its January 2021 repurchase program and approved a new repurchase program for up to $
28
repurchase its common stock in an amount necessary to offset dilution from equity compensation and our employee share purchase program.
During the nine months ended September 29, 2024, Teradyne repurchased
During the nine months ended October 1, 2023, Teradyne repurchased
The total cost of shares acquired includes commissions and related excise tax and is recorded as a reduction to retained earnings.
Dividend
Holders of Teradyne’s common stock are entitled to receive dividends when they are declared by Teradyne’s Board of Directors.
In January 2024, May 2024, and August 2024, Teradyne’s Board of Directors declared a quarterly cash dividend of $
In January 2023, May 2023, and August 2023, Teradyne’s Board of Directors declared a quarterly cash dividend of $
29
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Statements in this Quarterly Report on Form 10-Q which are not historical facts, so called “forward-looking statements,” are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those detailed in our filings with the Securities and Exchange Commission. See also Part II, Item 1A of this Quarterly Report on Form 10-Q and Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s analysis only as of the date hereof. We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements, except as may be required by law.
Overview
We are a leading global supplier of automated test equipment and robotics products. We design, develop, manufacture, and sell automatic test systems and robotics products. Our automatic test systems are used to test semiconductors, wireless products, data storage and complex electronics systems in many industries including the consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Our robotics products include collaborative robotic arms and autonomous mobile robots (“AMRs”) used by global manufacturing, logistics and industrial customers to improve quality, increase manufacturing and material handling efficiency, and decrease manufacturing and logistics costs. Our automatic test equipment and robotics products and services include:
The market for our test products is concentrated with a limited number of significant customers accounting for a substantial portion of the purchases of test equipment. A few customers drive significant demand for our test products both through direct sales and sales to the customers’ supply partners. We expect that sales of our test products will continue to be concentrated with a limited number of significant customers for the foreseeable future.
In the third quarter of 2024, we saw strength in Semiconductor Test performance driven in System-on-a-chip by compute and in memory by DRAM and high bandwidth memory. We expect compute and memory to continue to drive meaningful demand in the fourth quarter of 2024, helping to offset weakness in the mobility test market. We anticipate an eventual upturn in mobility at some point in 2025.
Our Robotics segment consists of Universal Robots A/S (“UR”), a leading supplier of collaborative robotic arms, and Mobile Industrial Robots A/S (“MiR”), a leading maker of AMRs for industrial automation. The market for our Robotics segment products is dependent on the adoption of new automation technologies by large manufacturers as well as small and medium enterprises (“SMEs”) throughout the world. Robotics results in the third quarter of 2024 were in line with our revenue forecast, putting us in position for full year growth due to new product offerings and expansion of our Original Equipment Manufacturer (“OEM”) and large account channels, along with increasing recurring revenue through new service and software offerings.
On November 7, 2023, we and Technoprobe S.p.A, (“Technoprobe”), a leader in the design and production of probe cards, announced the establishment of a strategic partnership that will seek to accelerate growth for both companies and enable higher performance semiconductor test interfaces for customers worldwide. As part of the partnership, on May 27, 2024, we made an investment of $524.1 million in exchange for 10% of the issued and outstanding shares of Technoprobe, and we sold our Device Interface Solutions ("DIS") business to Technoprobe in exchange for $85.0 million, net of cash and cash equivalents sold, and a customary working capital adjustment.
Our financial statements are denominated in U.S. dollars. While revenues in our test businesses are predominantly in U.S. dollars, the majority of our Robotics revenue is denominated in foreign currencies. Strengthening of the U.S. dollar would negatively affect Robotics revenue growth in the fourth quarter of 2024.
30
Our corporate strategy continues to focus on profitably gaining market share in our test businesses through the introduction of differentiated products that target expanding segments and accelerating growth through continued investment in our Robotics businesses. We have strategically increased engineering and go-to-market spending, primarily in Semiconductor Test and Integrated System Test, in order to support market share gains. We plan to execute on our strategy while balancing capital allocations between returning capital to our shareholders through stock repurchases and dividends and using capital for opportunistic accretive acquisitions.
Critical Accounting Policies and Estimates
We have identified the policies which are critical to understanding our business and our results of operations. There have been no significant changes during the nine months ended September 29, 2024, to the items disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, except as noted below.
Equity method investments
We account for investments using the equity method of accounting when we have significant influence over the financial and operating policies, but not control, of the investee. The equity method investments are initially recorded at cost and included in ‘Equity method investment’ in the consolidated balance sheet. We record our share of investee's net income or loss and the amortization of equity method basis difference, calculated as the difference between the investment and the amount of underlying equity in net assets acquired, on a 3-month lag, which is applied consistently from period to period. These results are reported in ‘Equity in net earnings of affiliate’ in the consolidated statement of operations. We record our share of investee's other comprehensive income and a cumulative translation adjustment in the consolidated statements of comprehensive income, also on a 3-month lag. We monitor on an ongoing basis our equity method investments for indicators of other-than-temporary declines in fair value below carrying value.
Critical accounting estimates are complex and may require significant judgment by management. Changes to the underlying assumptions may have a material impact on our financial condition and results of operations. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ significantly from these estimates under different assumptions or conditions.
Preparation of Financial Statements and Use of Estimates
The preparation of consolidated financial statements requires management to make estimates and judgments that affect the amounts reported in the financial statements. Actual results may differ significantly from these estimates under different assumptions or conditions.
31
SELECTED RELATIONSHIPS WITHIN THE CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
September 29, |
|
|
October 1, |
|
||||
Percentage of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Products |
|
|
83 |
% |
|
|
78 |
% |
|
|
81 |
% |
|
|
78 |
% |
Services |
|
|
17 |
|
|
|
22 |
|
|
|
19 |
|
|
|
22 |
|
Total revenues |
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of products |
|
|
34 |
|
|
|
34 |
|
|
|
34 |
|
|
|
33 |
|
Cost of services |
|
|
6 |
|
|
|
9 |
|
|
|
8 |
|
|
|
10 |
|
Total cost of revenues (exclusive of acquired intangible |
|
|
41 |
|
|
|
43 |
|
|
|
42 |
|
|
|
42 |
|
Gross profit |
|
|
59 |
|
|
|
57 |
|
|
|
58 |
|
|
|
58 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and administrative |
|
|
21 |
|
|
|
20 |
|
|
|
22 |
|
|
|
22 |
|
Engineering and development |
|
|
16 |
|
|
|
15 |
|
|
|
16 |
|
|
|
16 |
|
Acquired intangible assets amortization |
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
Restructuring and other |
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
Gain on sale of business |
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
— |
|
Total operating expenses |
|
|
39 |
|
|
|
36 |
|
|
|
37 |
|
|
|
39 |
|
Income from operations |
|
|
21 |
|
|
|
20 |
|
|
|
21 |
|
|
|
19 |
|
Non-operating (income) expense: |
|
|
|
|
|
|
|
|
|
|
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|
||||
Interest income |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(1 |
) |
Interest expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Other (income) expense, net |
|
|
— |
|
|
|
1 |
|
|
|
1 |
|
|
|
— |
|
Income before income taxes and equity in net earnings of affiliate |
|
|
22 |
|
|
|
21 |
|
|
|
22 |
|
|
|
19 |
|
Income tax provision |
|
|
2 |
|
|
|
2 |
|
|
|
3 |
|
|
|
3 |
|
Income before equity in net earnings of affiliate |
|
|
20 |
|
|
|
18 |
|
|
|
19 |
|
|
|
17 |
|
Equity in net earnings of affiliate |
|
|
(0 |
) |
|
|
— |
|
|
|
(0 |
) |
|
|
— |
|
Net income |
|
|
20 |
% |
|
|
18 |
% |
|
|
19 |
% |
|
|
17 |
% |
32
Results of Operations
Third Quarter 2024 Compared to Third Quarter 2023
Revenues
Revenues by our reportable segments were as follows:
|
|
For the Three Months |
|
|
|
|
||||||
|
|
September 29, |
|
|
October 1, |
|
|
Dollar |
|
|||
|
|
(in millions) |
|
|||||||||
Semiconductor Test |
|
$ |
542.7 |
|
|
$ |
497.9 |
|
|
$ |
44.8 |
|
System Test |
|
|
73.3 |
|
|
|
83.2 |
|
|
|
(9.9 |
) |
Robotics |
|
|
88.7 |
|
|
|
85.7 |
|
|
|
3.0 |
|
Wireless Test |
|
|
32.6 |
|
|
|
37.0 |
|
|
|
(4.4 |
) |
|
|
$ |
737.3 |
|
|
$ |
703.7 |
|
|
$ |
33.6 |
|
The increase in Semiconductor Test revenues of $44.8 million, or 9.0%, was driven primarily by higher tester sales for computing and memory applications, partially offset by lower tester sales for mobility and legacy automotive applications. The decrease in System Test revenues of $9.9 million, or 11.9%, was due principally to lower sales in Integrated System Test of system level and hard disk drive testers. The increase in Robotics revenues of $3.0 million, or 3.5%, was driven predominantly by higher demand for UR’s collaborative robotic arms and MiR’s autonomous mobile robots. The decrease in Wireless Test revenues of $4.4 million, or 11.9% was primarily due to a decrease in ultra-wide band test products.
Revenues by country as a percentage of total revenues were as follows (1):
|
|
For the Three Months |
|
|||||
|
|
September 29, |
|
|
October 1, |
|
||
Korea |
|
|
26 |
% |
|
|
15 |
% |
Taiwan |
|
|
26 |
|
|
|
14 |
|
China |
|
|
13 |
|
|
|
12 |
|
United States |
|
|
12 |
|
|
|
13 |
|
Europe |
|
|
8 |
|
|
|
9 |
|
Japan |
|
|
2 |
|
|
|
15 |
|
Singapore |
|
|
2 |
|
|
|
4 |
|
Thailand |
|
|
2 |
|
|
|
3 |
|
Malaysia |
|
|
2 |
|
|
|
3 |
|
Philippines |
|
|
2 |
|
|
|
8 |
|
Rest of World |
|
|
5 |
|
|
|
4 |
|
|
|
|
100 |
% |
|
|
100 |
% |
Gross Profit
Our gross profit was as follows:
|
|
For the Three Months |
|
|
|
|
||||||
|
|
September 29, |
|
|
October 1, |
|
|
Dollar/Point |
|
|||
|
|
(in millions) |
|
|||||||||
Gross profit |
|
$ |
436.5 |
|
|
$ |
398.3 |
|
|
$ |
38.2 |
|
Percent of total revenues |
|
|
59.2 |
% |
|
|
56.6 |
% |
|
|
2.6 |
|
33
Gross profit as a percent of revenue increased by 2.6 points, primarily due to volume and product mix, partially offset by a $3.6 million charge for a legal settlement following a judgment against us for infringement of expired patents in our Robotics business.
Selling and Administrative
Selling and administrative expenses were as follows:
|
|
For the Three Months |
|
|
|
|
||||||
|
|
September 29, |
|
|
October 1, |
|
|
Dollar |
|
|||
|
|
(in millions) |
|
|||||||||
Selling and administrative |
|
$ |
157.6 |
|
|
$ |
138.3 |
|
|
$ |
19.3 |
|
Percent of total revenues |
|
|
21.4 |
% |
|
|
19.7 |
% |
|
|
|
|
The increase of $19.3 million in selling and administrative expenses was primarily due to higher spending in Semiconductor Test.
Engineering and Development
Engineering and development expenses were as follows:
|
|
For the Three Months |
|
|
|
|
||||||
|
|
September 29, |
|
|
October 1, |
|
|
Dollar |
|
|||
|
|
(in millions) |
|
|||||||||
Engineering and development |
|
$ |
117.5 |
|
|
$ |
104.4 |
|
|
$ |
13.1 |
|
Percent of total revenues |
|
|
15.9 |
% |
|
|
14.8 |
% |
|
|
|
|
The increase of $13.1 million in engineering and development expenses was primarily due to higher spending in Semiconductor Test.
Restructuring and Other
During the three months ended September 29, 2024, we recorded restructuring and other charges primarily related to $1.3 million of severance charges related to headcount reductions principally in Robotics.
During the three months ended October 1, 2023, we recorded restructuring and other charges primarily related to $4.7 million of severance charges related to headcount reductions of 94 people, principally in Semiconductor Test and Robotics, which included charges related to a voluntary early retirement program for employees meeting certain conditions, and a $1.5 million contract termination charge.
Interest and Other
|
|
For the Three Months |
|
|
|
|
||||||
|
|
September 29, |
|
|
October 1, |
|
|
Dollar |
|
|||
|
|
(in millions) |
|
|||||||||
Interest income |
|
$ |
(5.1 |
) |
|
$ |
(6.9 |
) |
|
$ |
1.8 |
|
Interest expense |
|
|
0.8 |
|
|
|
1.0 |
|
|
$ |
(0.2 |
) |
Other (income) expense, net |
|
|
(2.7 |
) |
|
|
5.6 |
|
|
$ |
(8.3 |
) |
Other (income) expense reflects a net increase of $8.3 million primarily due to foreign exchange and actuarial gains.
34
Income (Loss) Before Income Taxes
|
|
For the Three Months |
|
|
|
|
||||||
|
|
September 29, |
|
|
October 1, |
|
|
Dollar |
|
|||
|
|
(in millions) |
|
|||||||||
Semiconductor Test |
|
$ |
163.8 |
|
|
$ |
136.5 |
|
|
$ |
27.3 |
|
System Test |
|
|
12.5 |
|
|
|
23.8 |
|
|
|
(11.3 |
) |
Wireless Test |
|
|
4.3 |
|
|
|
9.5 |
|
|
|
(5.2 |
) |
Robotics |
|
|
(24.2 |
) |
|
|
(21.8 |
) |
|
|
(2.4 |
) |
Corporate and Eliminations (1) |
|
|
2.6 |
|
|
|
(3.6 |
) |
|
|
6.2 |
|
|
|
$ |
159.0 |
|
|
$ |
144.3 |
|
|
$ |
14.7 |
|
The change in income before income taxes in Semiconductor Test, System Test, and Wireless Test were driven primarily by fluctuations in revenue within each of the businesses. In Robotics, the change in income before income taxes was driven primarily by increases to operating expenses.
Income Taxes
The effective tax rate for the three months ended September 29, 2024, and October 1, 2023, was 7.8% and 11.2%, respectively. The decrease in the effective tax rate from the three months ended October 1, 2023, to the three months ended September 29, 2024, primarily resulted from the benefit of a projected shift in the geographic distribution of income and an increase in benefit related to reserves for uncertain tax positions. These benefits were partially offset by decreases in benefits related to tax credits and the international provision of the U.S. Tax Cuts and Jobs Act of 2017.
Nine Months 2024 Compared to Nine Months 2023
Revenues
Revenues by our reportable segments were as follows:
|
|
For the Nine Months |
|
|
|
|
||||||
|
|
September 29, |
|
|
October 1, |
|
|
Dollar |
|
|||
|
|
(in millions) |
|
|||||||||
Semiconductor Test |
|
$ |
1,497.6 |
|
|
$ |
1,387.6 |
|
|
$ |
110.0 |
|
System Test |
|
|
209.4 |
|
|
|
252.1 |
|
|
|
(42.7 |
) |
Robotics |
|
|
266.6 |
|
|
|
246.5 |
|
|
|
20.1 |
|
Wireless Test |
|
|
93.5 |
|
|
|
119.5 |
|
|
|
(26.0 |
) |
|
|
$ |
2,067.0 |
|
|
$ |
2,005.7 |
|
|
$ |
61.3 |
|
The increase in Semiconductor Test revenues of $110.0 million, or 7.9%, was driven primarily by higher tester sales for computing, ADAS, and memory applications, partially offset by lower tester sales for mobility and legacy automotive applications. The decrease in System Test revenues of $42.7 million, or 16.9%, was due principally to lower sales in Integrated System Test of system level and hard disk drive testers. The increase in Robotics revenues of $20.1 million, or 8.2%, was predominantly from higher demand for UR’s collaborative robotic arms and MiR’s autonomous mobile robots. The decrease in Wireless Test revenues of $26.0 million, or 21.8%, was primarily due to a decrease in cellular and ultra-wide band test products.
35
Revenues by country as a percentage of total revenues were as follows (1):
|
|
For the Nine Months |
|
|||||
|
|
September 29, |
|
|
October 1, |
|
||
Korea |
|
|
28 |
% |
|
|
14 |
% |
Taiwan |
|
|
20 |
|
|
|
15 |
|
United States |
|
|
13 |
|
|
|
16 |
|
China |
|
|
11 |
|
|
|
12 |
|
Europe |
|
|
9 |
|
|
|
10 |
|
Japan |
|
|
7 |
|
|
|
12 |
|
Philippines |
|
|
2 |
|
|
|
6 |
|
Singapore |
|
|
2 |
|
|
|
5 |
|
Malaysia |
|
|
2 |
|
|
|
4 |
|
Thailand |
|
|
2 |
|
|
|
3 |
|
Rest of World |
|
|
4 |
|
|
|
3 |
|
|
|
|
100 |
% |
|
|
100 |
% |
Gross Profit
Our gross profit was as follows:
|
|
For the Nine Months |
|
|
|
|
||||||
|
|
September 29, |
|
|
October 1, |
|
|
Dollar/Point |
|
|||
|
|
(in millions) |
|
|||||||||
Gross profit |
|
$ |
1,201.6 |
|
|
$ |
1,157.2 |
|
|
$ |
44.4 |
|
Percent of total revenues |
|
|
58.1 |
% |
|
|
57.7 |
% |
|
|
0.4 |
|
Gross profit as a percent of revenue increased by 0.4 points, primarily due to product mix, partially offset by a $3.6 million charge for a legal settlement following a judgment against us for infringement of expired patents in our Robotics business.
Selling and Administrative
Selling and administrative expenses were as follows:
|
|
For the Nine Months |
|
|
|
|
||||||
|
|
September 29, |
|
|
October 1, |
|
|
Dollar |
|
|||
|
|
(in millions) |
|
|||||||||
Selling and administrative |
|
$ |
461.3 |
|
|
$ |
435.0 |
|
|
$ |
26.3 |
|
Percent of total revenues |
|
|
22.3 |
% |
|
|
21.7 |
% |
|
|
|
|
The increase of $26.3 million in selling and administrative expenses was primarily due to higher spending in Semiconductor Test.
Engineering and Development
Engineering and development expenses were as follows:
|
|
For the Nine Months |
|
|
|
|
||||||
|
|
September 29, |
|
|
October 1, |
|
|
Dollar |
|
|||
|
|
(in millions) |
|
|||||||||
Engineering and development |
|
$ |
332.5 |
|
|
$ |
315.9 |
|
|
$ |
16.6 |
|
Percent of total revenues |
|
|
16.1 |
% |
|
|
15.7 |
% |
|
|
|
|
36
The increase of $16.6 million in engineering and development expenses was primarily due to higher spending in Semiconductor Test.
Restructuring and Other
During the nine months ended September 29, 2024, we recorded restructuring and other charges primarily related to $5.3 million of severance and other charges, related to headcount reductions of 87 people primarily in Robotics and Semiconductor Test, which included charges related to a voluntary early retirement program for employees meeting certain conditions, and $2.2 million of acquisition and divestiture expenses related to the Technoprobe transactions.
During the nine months ended October 1, 2023, we recorded restructuring and other charges primarily related to $11.8 million of severance charges related to headcount reductions of 197 people, primarily in Semiconductor Test and Robotics, which included which included charges related to a voluntary early retirement program for employees meeting certain conditions, a $1.5 million contract termination charge, and a charge of $1.1 million for an increase in environmental liability.
Gain on Sale of Business
During the nine months ended September 29, 2024, we recorded a gain of $57.5 million associated with the sale of DIS to Technoprobe.
Interest and Other
|
|
For the Nine Months |
|
|
|
|
||||||
|
|
September 29, |
|
|
October 1, |
|
|
Dollar |
|
|||
|
|
(in millions) |
|
|||||||||
Interest income |
|
$ |
(19.7 |
) |
|
$ |
(18.5 |
) |
|
$ |
(1.2 |
) |
Interest expense |
|
|
3.0 |
|
|
|
3.0 |
|
|
|
— |
|
Other (income) expense, net |
|
|
5.6 |
|
|
|
6.5 |
|
|
|
(0.9 |
) |
Other (income) expense reflects a net decrease of $0.9 million primarily due to the settlement of our call option purchased in connection with the investment in 10% of Technoprobe partially offset by actuarial gains.
Income (Loss) Before Income Taxes
|
|
For the Nine Months |
|
|
|
|
||||||
|
|
September 29, |
|
|
October 1, |
|
|
Dollar |
|
|||
|
|
(in millions) |
|
|||||||||
Semiconductor Test |
|
$ |
401.5 |
|
|
$ |
361.7 |
|
|
$ |
39.8 |
|
System Test |
|
|
36.1 |
|
|
|
67.6 |
|
|
|
(31.5 |
) |
Wireless Test |
|
|
13.4 |
|
|
|
30.8 |
|
|
|
(17.4 |
) |
Robotics |
|
|
(56.1 |
) |
|
|
(66.7 |
) |
|
|
10.6 |
|
Corporate and Eliminations (1) |
|
|
56.4 |
|
|
|
(7.7 |
) |
|
|
64.1 |
|
|
|
$ |
451.3 |
|
|
$ |
385.8 |
|
|
$ |
65.5 |
|
The change in income before income taxes in Semiconductor Test, System Test, Wireless Test, and Robotics were driven primarily by fluctuations in revenue within each of the businesses. The gain before income taxes in Corporate and Eliminations was primarily due to the sale of DIS to Technoprobe.
37
Income Taxes
The effective tax rate for the nine months ended September 29, 2024, and October 1, 2023, was 12.0% and 14.0%, respectively. The decrease in the effective tax rate from the nine months ended October 1, 2023, to the nine months ended September 29, 2024, primarily resulted from the benefit of a projected shift in the geographic distribution of income and an increase in benefit related to reserves for uncertain tax positions. These benefits were partially offset by decreases in benefits related to tax credits and the international provision of the U.S. Tax Cuts and Jobs Act of 2017.
Contractual Obligations
There have been no changes outside of the ordinary course of business to our contractual obligations as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
Liquidity and Capital Resources
Our cash, cash equivalents and marketable securities balances decreased by $259.5 million in the nine months ended September 29, 2024, to $677.6 million.
Operating activities during the nine months ended September 29, 2024, provided cash of $389.6 million. Changes in operating assets and liabilities used cash of $75.8 million due to a $7.3 million decrease in operating assets and a $83.1 million decrease in operating liabilities.
The decrease in operating assets was primarily due to decreases in other assets and inventory of $61.4 million and $11.1 million, respectively, partially offset by a $65.3 million increase in accounts receivable, driven by higher sales in the third quarter.
The decrease in operating liabilities was due to a $32.3 million decrease in accrued employee compensation, $25.9 million decrease in accounts payable, $18.9 million decrease in income taxes, $4.2 million decrease in retirement plans, and $5.5 million decrease in accrued other, partially offset by a $3.6 million increase in deferred revenue and customer advances.
Investing activities during the nine months ended September 29, 2024, used cash of $554.9 million due to $527.1 million used for the purchases of investment, $140.7 million used for the purchase of property, plant and equipment, $35.1 million used for the purchase of marketable securities, partially offset by $90.3 million in proceeds from the sale of a business, $23.6 million and $33.2 million in proceeds from the sales and maturities and marketable securities, respectively, and $0.9 million in proceeds from life insurance.
Financing activities during the nine months ended September 29, 2024, used cash of $88.6 million due to $185.0 million used for proceeds from borrowings on revolving credit facility of which $185.0 million in payments were paid back in full during the quarter, $56.9 million used for dividend payment, $55.1 million used for the repurchase of 0.5 million shares of common stock at an average price of $111.32 per share and $13.8 million used for payment related to net settlements of employee stock compensation awards, partially offset by $37.3 million from the issuance of common stock under employee stock purchase and stock option plans.
Operating activities during the nine months ended October 1, 2023, provided cash of $336.5 million. Changes in operating assets and liabilities used cash of $119.3 million due to a $27.4 million increase in operating assets and $91.9 million decrease in operating liabilities.
The increase in operating assets was primarily due to a $64.0 million increase in prepayments and other assets due to prepayments to our contract manufacturers, partially offset by a $30.2 million decrease in accounts receivable and a $6.4 million decrease in inventories.
The decrease in operating liabilities was due to a $56.6 million decrease in accrued employee compensation, a $49.5 million decrease in deferred revenue and customer advance payments, a $42.7 million decrease in income taxes, and $3.7 million of retirement plan contributions, partially offset by $36.0 million increase in accounts payable and an $24.5 million increase in other accrued liabilities.
Investing activities during the nine months ended October 1, 2023, used cash of $149.2 million due to $137.8 million used for purchases of marketable securities and $115.3 million used for purchases of property, plant and equipment, and $5.0 million used for issuance of convertible loan, partially offset by $37.0 million and $71.4 million in proceeds from sales and maturities of marketable securities, respectively, and $0.5 million in proceeds from the cancellation of Teradyne owned life insurance policies related to the cash surrender value.
38
Financing activities during the nine months ended October 1, 2023, used cash of $410.8 million due to $346.5 million used for the repurchase of 3.4 million shares of common stock at an average price of $103.89 per share, $51.1 million used for dividend payments, and $26.7 million used for payments of convertible debt principal, and $20.6 million used for payment related to net settlements of employee stock compensation awards, partially offset by $34.1 million from the issuance of common stock under employee stock purchase and stock option plans.
In January 2024, May 2024, and August 2024, our Board of Directors declared a quarterly cash dividend of $0.12 per share. Dividend payments for the three and nine months ended September 29, 2024, were $19.6 million and $57.0 million, respectively.
In January 2023, May 2023, and August 2023, our Board of Directors declared a quarterly cash dividend of $0.11 per share. Dividend payments for the three and nine months ended October 1, 2023, were $16.9 million and $51.1 million, respectively.
In January 2023, our Board of Directors cancelled the 2021 repurchase program and approved a new repurchase program for up to $2.0 billion of common stock.
During the nine months ended September 29, 2024, we repurchased 0.5 million shares of common stock for $55.1 million, which excludes related excise tax, at an average price of $111.32 per share. In 2024, Teradyne intends, based on market conditions, to repurchase its common stock in an amount necessary to offset dilution from equity compensation and our employee share purchase program. The cumulative repurchases under the 2023 repurchase program as of September 29, 2024, were 4.4 million shares of common stock for $455.6 million, which excludes related excise tax, at an average price per share of $103.46. During the nine months ended October 1, 2023, we repurchased 3.4 million shares of common stock for $346.5 million, which excludes related excise tax, at an average price of $103.89 per share.
While we have previously declared a quarterly cash dividend and authorized a share repurchase program, we may reduce or eliminate the cash dividend or share repurchase program in the future. Cash dividends and stock repurchases are subject to the discretion of our Board of Directors, which will consider, among other things, our earnings, capital requirements and financial condition.
On May 1, 2020, we entered into a credit agreement providing a three-year, senior secured revolving credit facility of $400.0 million. On December 10, 2021, the credit agreement was amended to extend the senior secured revolving credit facility to December 10, 2026. On October 5, 2022, the credit agreement was amended to increase the amount of the credit facility to $750.0 million from $400.0 million. On November 7, 2023, the Credit Agreement was amended to allow for the purchase of the shares of Technoprobe. On May 16, 2024, we borrowed $185.0 million under the credit agreement to fund the acquisition of 10% of the issued and outstanding shares of Technoprobe. We fully repaid our borrowings on the revolving credit facility prior to September 29, 2024. As of November 1, 2024, there are no outstanding borrowings under the credit facility.
We believe our cash, cash equivalents, marketable securities and senior secured revolving credit facility will be sufficient to pay our quarterly dividend and meet our working capital and expenditure needs for at least the next twelve months. Inflation has not had a significant long-term impact on earnings.
Equity Compensation Plans
In addition to our 1996 Employee Stock Purchase Program as discussed in Note Q: “Stock-Based Compensation” in our 2023 Annual Report on Form 10-K, we have a 2006 Equity and Cash Compensation Incentive Plan (the “2006 Equity Plan”).
The purpose of the 1996 Employee Stock Purchase Plan is to encourage stock ownership by all eligible employees of Teradyne. The purpose of the 2006 Equity Plan is to provide equity ownership and compensation opportunities in Teradyne to our employees, officers and directors. Both plans were approved by our shareholders.
Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which will require us to disclose significant segment expenses and other segment items used by the Chief Operating Decision Maker ("CODM") on an annual and interim basis as well as provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, we will be required to disclose the title and position of the CODM. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU will have no impact on our results of operations, cash flows or financial condition.
39
Upon adoption, we will apply the amendments in this ASU retrospectively to all prior period disclosures presented in the financial statements.
In December 2023, FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires expanded disclosures relating to the tax rate reconciliation, income taxes paid, income (loss) before income tax expense (benefit) and income tax expense (benefit), requiring a greater disaggregation of information for each. The provisions of ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. The amendments in this update should be applied on a prospective basis, but retrospective application is permitted. This ASU will have no impact on results of operations, cash flows or financial condition.
Item 3: Quantitative and Qualitative Disclosures about Market Risks
For “Quantitative and Qualitative Disclosures about Market Risk” affecting Teradyne, see Part 2 Item 7A, “Quantitative and Qualitative Disclosures about Market Risks,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 22, 2024. There were no material changes in our exposure to market risk from those set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Item 4: Controls and Procedures
As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) or Rule 15d-15(f) promulgated under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 29, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
40
PART II. OTHER INFORMATION
Item 1: Legal Proceedings
We are subject to various legal proceedings and claims which have arisen in the ordinary course of business such as, but not limited to, patent, employment, commercial and environmental matters. Teradyne believes that it has meritorious defenses against all pending claims and intends to vigorously contest them. While it is not possible to predict or determine the outcomes of any pending claims or to provide possible ranges of losses that may arise, Teradyne believes the potential losses associated with all of these actions are unlikely to have a material adverse effect on its business, financial position or results of operations.
Item 1A: Risk Factors
In addition to other information set forth in this Form 10-Q, including the risk discussed below, you should carefully consider the factors discussed in Part I, “Item 1A: Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024, which could materially affect our business, financial condition or future results. The risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, remain applicable to our business.
The risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
41
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
In January 2023, Teradyne’s Board of Directors cancelled our 2021 repurchase program and approved a new repurchase program for up to $2.0 billion of common stock. During the nine months ended September 29, 2024, we repurchased 0.5 million shares of common stock for a total cost of $55.1 million at an average price of $111.32 per share. We record share repurchases at cost, which includes broker commissions and related excise taxes. During the nine months ended October 1, 2023, we repurchased 3.4 million shares of common stock for $349.3 million at an average price of $103.89 per share.
The following table includes information with respect to repurchases we made of our common stock during the three months ended September 29, 2024, (in thousands except per share price):
Period |
|
Total |
|
|
|
Average |
|
|
|
Total Number of |
|
|
Maximum Number |
|
||||
July 1, 2024 - July 28, 2024 |
|
|
3 |
|
|
|
$ |
132.08 |
|
|
|
|
2 |
|
|
$ |
1,568,943 |
|
July 29, 2024 - August 25, 2024 |
|
|
80 |
|
|
|
$ |
120.83 |
|
|
|
|
79 |
|
|
$ |
1,559,411 |
|
August 26, 2024 - September 29, 2024 |
|
|
116 |
|
|
|
$ |
130.29 |
|
|
|
|
115 |
|
|
$ |
1,544,379 |
|
|
|
|
199 |
|
(1) |
|
|
126.49 |
|
(1) |
|
|
196 |
|
|
|
|
|
We satisfy U.S. federal and state minimum withholding tax obligations due upon the vesting and the conversion of restricted stock units into shares of our common stock, by automatically withholding from the shares being issued, a number of shares with an aggregate fair market value on the date of such vesting and conversion that would satisfy the minimum withholding amount due.
Item 4: Mine Safety Disclosures
Not Applicable
42
Item 5: Other Information
10b 5-1 Trading Plans
Our officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (“Section 16 Officers”) and directors from time to time enter into contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information. We refer to these contracts, instructions, and written plans as “Rule 10b5-1 trading plans” and each one as a “Rule 10b5-1 trading plan.” During our fiscal quarter ended September 29, 2024, the following Section 16 Officers or directors adopted, modified or terminated Rule 10b5-1 trading plans:
Ryan Driscoll, Vice President, General Counsel, and Secretary
43
Item 6: Exhibits
Exhibit Number |
|
Description |
|
|
|
10.1 |
|
|
|
|
|
10.2 |
|
|
|
|
|
31.1 |
|
|
|
|
|
31.2 |
|
|
|
|
|
32.1 |
|
|
|
|
|
32.2 |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL, and contained in Exhibit 101) |
|
|
|
* |
|
Management Contract or Compensatory Plan |
44
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.
|
TERADYNE, INC. |
|
Registrant |
|
|
|
/s/ SANJAY MEHTA |
|
Sanjay Mehta Vice President, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer) November 1, 2024 |
45