8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

February 4, 2013

Date of Report (date of earliest event reported)

Nanometrics Incorporated

(Exact name of Registrant as specified in charter)

Delaware	0-13470	94-2276314
(State or other jurisdiction of incorporation)	(Commission File Number)	(I. R. S. Employer Identification No.)

1550 Buckeye Drive, Milpitas, California 95035

(Address of principal executive offices)

Registrant's telephone number, including area code: (408) 545-6000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

q Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

q Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

q Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

q Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 - Results of Operations and Financial Condition.

On February 4, 2013, Nanometrics Incorporated issued a press release announcing financial results for its fiscal fourth quarter and year ended December 29, 2012. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

The information in this current report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) nor otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by Nanometrics Incorporated dated February 4, 2013, reporting financial results for its fiscal fourth quarter and year 2012.

Signature

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 hereunto duly authorized.

Dated: February 4, 2013	NANOMETRICS INCORPORATED
	/S/    Ronald W. Kisling
	Ronald W. Kisling Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release issued by Nanometrics Incorporated dated February 4, 2013, reporting financial results for its fiscal fourth quarter and year 2012.

EX-99.1

Nanometrics Incorporated 1550 Buckeye Drive Milpitas, CA 95035 Tel: 408.545.6000 Fax: 408.232.5910 www.nanometrics.com

Investor Relations Contact:	Company Contact:
Claire McAdams	Ronald Kisling, CFO
Headgate Partners LLC	Nanometrics Incorporated
530.265.9899, 530.265.9699 fax	408.545.6143, 408.521.9490 fax
email: claire@headgatepartners.com	email: rkisling@nanometrics.com

Nanometrics Reports Fourth Quarter and Full Year 2012 Financial Results

MILPITAS, Calif., February 4, 2013 - Nanometrics Incorporated (NASDAQ: NANO), a leading provider of advanced process control metrology and inspection systems, today announced financial results for its fourth quarter and full year ended December 29, 2012.

Fourth Quarter Highlights

• Increased penetration at major foundry customers, which together comprised 26% of product sales;

• Adoption of our Atlas^® optical critical dimension (OCD) metrology at multiple customers for development and pilot line production of 3D memory devices;

• New tool-of-record selections of the UniFire system for advanced wafer scale packaging applications at multiple foundry and memory customers;

• Multiple Spark and UniFire systems placed for advanced lithography cluster control for inspection and metrology; and

• $3.5 million in stock repurchases of 250,000 shares.

GAAP Results
	Q4 2012			Q3 2012		Q4 2011			FY 2012		FY2011
Revenues	$	30,270		$	43,938	$	45,277		$	182,881	$	230,061
Gross Profit	$	11,951		$	22,152	$	20,710		$	83,928	$	122,101
Income (Loss) from Operations	$	(6,538	)	$	3,614	$	(528	)	$	5,478	$	45,766
Net Income (Loss)	$	(3,647	)	$	1,903	$	(532	)	$	4,465	$	28,685
Earnings (Loss) per Diluted Share	$	(0.16	)	$	0.08	$	(0.02	)	$	0.19	$	1.22
Non-GAAP Results
	Q4 2012			Q3 2012		Q4 2011			FY 2012		FY2011
Gross Profit	$	12,597		$	22,781	$	21,120		$	86,477	$	123,178
Income loss from Operations	$	(5,696	)	$	4,436	$	3,815		$	8,803	$	51,927
Net Income (Loss)	$	(3,112	)	$	2,425	$	2,315		$	5,276	$	32,695
Earnings (Loss) per Diluted Share	$	(0.13	)	$	0.10	$	0.10		$	0.22	$	1.39

A reconciliation between GAAP operating results and non-GAAP operating results is provided following the financial statements that are part of this release and on the investor page of our website. Non-GAAP results for all periods presented exclude the impact of amortization of acquired intangible assets.

Commenting on the company's results, president and chief executive officer Dr. Timothy J. Stultz said, “In 2012 we focused on and accomplished several important objectives. We shipped and recognized revenue on our first 450mm Atlas systems, significantly increased our penetration of the foundry segment, continued to expand our installed base of UniFire systems across multiple leading customers, achieved initial penetration of the Spark system into several sites, and strengthened our position at every one of our key strategic customer accounts.

"While our year-on-year decline in revenues was primarily driven by the decline in memory spending and weakness in the LED and bare wafer silicon end markets, we did achieve significant growth in revenues to foundry customers and we had another strong year of Atlas OCD sales. Our focus today is investing in the future growth of the company with leading-edge products developed in close collaboration with the largest device manufacturers in the world. While industry conditions remain soft in the near term, we currently see encouraging signs for a substantial improvement in industry spending plans for the second half of 2013. We believe the investments we are making today will drive incremental revenue growth and allow us to outperform the industry when spending recovers."

Fourth Quarter 2012 Summary

Revenues for the fourth quarter of 2012 were $30.3 million, down 31% from $43.9 million in the third quarter and down 33% from $45.3 million in the fourth quarter of 2011. Gross margin was 39.5% compared to 50.4% in the prior quarter and 45.7% in the year-

Nanometrics Incorporated 1550 Buckeye Drive Milpitas, CA 95035 Tel: 408.545.6000 Fax: 408.232.5910 www.nanometrics.com

ago period. The operating loss was $6.5 million compared to operating income of $3.6 million in the prior quarter and an operating loss of $0.5 million in the year-ago period. The net loss was $3.6 million or $0.16 per share, compared to net income of $1.9 million or $0.08 per diluted share in the prior quarter and a net loss of $0.5 million or $0.02 per share in the fourth quarter of 2011.

On a non-GAAP basis, which excludes the impact of amortization of acquired intangible assets and certain other items, gross margin was 41.6% compared to 51.8% in the prior quarter and 46.6% in the year-ago period. The decline in gross margin was primarily driven by lower factory utilization as well as an increase in warranty and other manufacturing costs. The non-GAAP operating loss was $5.7 million, compared to non-GAAP operating income of $4.4 million in the prior quarter and $3.8 million in the fourth quarter of 2011. The non-GAAP net loss was $3.1 million or $0.13 per share, compared to non-GAAP net income of $2.4 million or $0.10 per diluted share in the prior quarter and $2.3 million or $0.10 per diluted share in the third quarter of 2011.

Full Year 2012 Summary

Revenues were $182.9 million, down 21% from a record $230.1 million in 2011. Gross margin declined to 45.9% from 53.1%, and operating income was $5.5 million compared to $45.8 million in 2011. Net income was $4.5 million or $0.19 per share, compared to $28.7 million or $1.22 per diluted share in 2011.

On a non-GAAP basis, gross margin declined to 47.3% from 53.5%, and operating income was $8.8 million compared to $51.9 million in 2011. Non-GAAP net income was $5.3 million or $0.22 per diluted share, compared to $32.7 million or $1.39 per diluted share in 2011.

Balance Sheet Strength

At December 29, 2012, Nanometrics had $109.9 million in cash, cash equivalents and marketable securities and $159.4 million in working capital. Stockholders' equity, excluding intangible assets, was $194.2 million, or $8.35 per share based on 23.3 million shares outstanding at year end.

Business Outlook

Management forecasts continued declines in spending by its largest customers in the first quarter of 2013, with total revenues expected to be in the range of $24 to $28 million. Management expects GAAP gross margin in the range of 34% to 41%, non-GAAP gross margin in the range of 35% to 42%, and operating expenses to increase between $2.0 and $3.1 million from the fourth quarter. The expected increase in operating expenses is primarily due to incremental R&D and applications investments in support of customer engagements at leading edge device nodes. Management expects the first quarter GAAP net loss to be in the range of $0.27 to $0.35 per share and the non-GAAP net loss to be in the range of $0.25 to $0.33 per share.

Conference Call Details

A conference call to discuss fourth quarter and full year 2012 results will be held today at 4:30 p.m. EST (1:30 p.m. PST). To participate in the conference call, the dial-in numbers are (877) 374-4041 for domestic callers and (253) 237-1156 for international callers. A live and recorded webcast will be made available on the investor page of the Nanometrics website at www.nanometrics.com.

Use of Non-GAAP Financial Information

Financial results such as non-GAAP gross profit, operating income, net income and net income per share, which exclude certain expenses, charges and special items, were not prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). Management uses non-GAAP financial results, which exclude acquisition-related expenses such as amortization of acquired intangibles and transaction costs, asset impairments, restructuring charges, legal settlements, certain discrete tax items and the impact of the timing of the approval of elections related to tax treatment of certain foreign subsidiaries, and other unusual and infrequent items to evaluate the company's ongoing performance and to enable comparison to other periods that did not include these unusual and infrequent items. The company believes the presentation of non-GAAP results is useful to investors for analyzing ongoing business trends, comparing performance to prior periods, and enhancing the investor's ability to view the company's results from management's perspective. A table presenting a reconciliation of GAAP results to non-GAAP results is included at the end of this press release and is available on the investor page of the Nanometrics website at www.nanometrics.com.

About Nanometrics

Nanometrics is a leading provider of advanced, high-performance process control metrology and inspection systems used primarily in the fabrication of semiconductors, high-brightness LEDs, data storage devices and solar photovoltaics. Nanometrics' automated and integrated systems address numerous process control applications, including critical dimension and film thickness measurement, device topography, defect inspection, overlay registration, and analysis of various other film properties such as optical, electrical and material characteristics. The company's process control solutions are deployed throughout the fabrication process, from front-end-of-line substrate manufacturing, to high-volume production of semiconductors and other devices, to advanced wafer-scale packaging applications. Nanometrics' systems enable device manufacturers to improve yields, increase productivity and lower their manufacturing costs. The company maintains its headquarters in Milpitas, California, with sales and service offices worldwide. Nanometrics is traded on NASDAQ Global Select Market under the symbol NANO. Nanometrics' website is http://www.nanometrics.com.

Nanometrics Incorporated 1550 Buckeye Drive Milpitas, CA 95035 Tel: 408.545.6000 Fax: 408.232.5910 www.nanometrics.com

Forward Looking Statements

This press release contains forward-looking statements including, but not limited to, statements included in the quotation from management and statements included in the business outlook section, such as the statements regarding future revenue, margins, profitability, opportunities, areas of market growth, customer demand and product adoption. These forward-looking statements may also be identified by words such as “expect,” “anticipate,” “believe,” “estimate,” “forecasts,” “plan,” “predict,” “see,” “view,” and similar terms. Although Nanometrics believes that the expectations reflected in the forward-looking statements are reasonable, actual results could differ materially from these expectations due to a variety of factors, including economic conditions, levels of industry spending, shifts in the timing of customer orders and product shipments, market adoption rates, changes in product mix, our ability to implement supply cost reductions, and increased operating expenses. For additional information and considerations regarding the risks faced by Nanometrics, see its annual report on Form 10-K for the year ended December 31, 2011 as filed with the Securities and Exchange Commission, as well as other periodic reports filed with the SEC from time to time. Nanometrics disclaims any obligation to update information contained in any forward-looking statement.

Nanometrics Incorporated 1550 Buckeye Drive Milpitas, CA 95035 Tel: 408.545.6000 Fax: 408.232.5910 www.nanometrics.com

NANOMETRICS INCORPORATED

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)

		As of Dec 29,			As of Dec 31,
		2012			2011
	ASSETS
Current assets:
	Cash and cash equivalents	$	62,915		$	97,699
	Marketable securities	46,993			—
	Accounts receivable, net of allowances of $82 and $117, respectively	21,388			29,289
	Inventories	39,659			52,260
	Inventories-delivered systems	2,274			1,637
	Prepaid expenses and other	7,492			8,119
	Deferred income tax assets	8,593			12,406
	Total current assets	189,314			201,410
	Property, plant and equipment, net	43,213			35,521
	Goodwill	11,352			11,990
	Intangible assets, net	10,980			14,394
	Deferred income tax assets, non-current	3,671			2,864
	Other assets	924			1,042
	Total assets	$	259,454		$	267,221
	LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable	$	6,398		$	7,975
	Accrued payroll and related expenses	5,897			8,837
	Deferred revenue	8,485			5,788
	Other current liabilities	7,822			16,709
	Income taxes payable	424			707
	Current portion of debt obligations	928			765
	Total current liabilities	29,954			40,781
	Deferred revenue, non-current	4,307			4,547
	Income taxes payable, non-current	2,135			2,401
	Other non - current liabilities	2,140			2,813
	Debt obligations, net of current portion	4,374			6,687
	Total liabilities	42,910			57,229
Stockholders’ equity:
	Common stock, $0.001 par value, 47,000,000 shares
	authorized; 23,250,429 and 23,182,771, respectively,
	issued and outstanding	23			23
	Additional paid-in capital	239,099			236,735
	Accumulated deficit	(23,850		)	(28,315		)
	Accumulated other comprehensive income	1,272			1,549
	Total stockholders’ equity	216,544			209,992
	Total liabilities and stockholders’ equity	$	259,454		$	267,221

Nanometrics Incorporated 1550 Buckeye Drive Milpitas, CA 95035 Tel: 408.545.6000 Fax: 408.232.5910 www.nanometrics.com

NANOMETRICS INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

		Three Months Ended						Twelve Months Ended
		Dec 29,			Dec 31,			Dec 29,			Dec 31,
		2012			2011			2012			2011
Net revenues:
	Products	$	22,099		$	36,725		$	143,827		$	194,774
	Service	8,171			8,552			39,054			35,287
	Total net revenues	30,270			45,277			182,881			230,061
Costs of net revenues:
	Cost of products	12,654			19,717			75,878			88,579
	Cost of service	5,019			4,440			20,526			18,304
	Amortization of intangible assets	646			410			2,549			1,077
	Total costs of net revenues	18,319			24,567			98,953			107,960
	Gross profit	11,951			20,710			83,928			122,101
Operating expenses:
	Research and development	7,289			5,978			29,585			23,290
	Selling	5,897			6,461			26,457			27,019
	General and administrative	5,107			6,143			21,632			22,901
	Amortization of intangible assets	196			156			776			625
	Legal settlement	—			2,500			—			2,500
	Total operating expenses	18,489			21,238			78,450			76,335
	Income (loss) from operations	(6,538		)	(528		)	5,478			45,766
Other income (expense):
	Interest income	20			49			133			220
	Interest expense	(245		)	(326		)	(1,040		)	(1,336		)
	Other, net	393			83			48			(66		)
	Total other income (expense), net	168			(194		)	(859		)	(1,182		)
Income (loss) before income taxes		(6,370		)	(722		)	4,619			44,584
Provision (benefit) for income taxes		(2,723		)	(190		)	154			15,899
	Net income (loss)	$	(3,647	)	$	(532	)	$	4,465		$	28,685
Net income (loss) per share:
	Basic	$	(0.16	)	$	(0.02	)	$	0.19		$	1.26
	Diluted	$	(0.16	)	$	(0.02	)	$	0.19		$	1.22
Shares used in per share calculation:
	Basic	23,408			23,074			23,358			22,743
	Diluted	23,408			23,074			23,845			23,480

Nanometrics Incorporated 1550 Buckeye Drive Milpitas, CA 95035 Tel: 408.545.6000 Fax: 408.232.5910 www.nanometrics.com

NANOMETRICS INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Twelve-month Period Ended
	Dec 29, 2012			Dec 31, 2011
Cash flows from operating activities:
Net income	$	4,465		$	28,685
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	9,811			6,488
Stock-based compensation	5,890			4,473
Excess tax benefit from equity awards	(910		)	(3,915		)
Loss on disposal of fixed assets	303			113
Inventory write down	1,845			1,916
Deferred taxes	2,752			3,770
Change in the fair value of contingent payments to Zygo Corporation	327			413
Changes in assets and liabilities:
Accounts receivable	7,733			16,172
Inventories	1,383			(12,169		)
Inventories-delivered systems	(758		)	446
Prepaid expenses and other	1,114			(4,747		)
Accounts payable, accrued and other liabilities	(13,538		)	4,241
Deferred revenue	2,472			3,088
Income taxes payable	346			5,054
Net cash provided by operations	23,235			54,028
Cash flows from investing activities:
Purchase of Nanda's net assets, net of cash received	—			(23,912		)
Escrow payment received related to acquisition of Nanda	508			—
Sales of marketable securities	3,000			—
Maturities of marketable securities	8,336			—
Purchases of marketable securities	(58,647		)	—
Purchase of property, plant and equipment	(4,990		)	(2,755		)
Net cash used in investing activities	(51,793		)	(26,667		)
Cash flows from financing activities:
Payments to Zygo Corporation related to acquisition	(300		)	(432		)
Repayments of debt obligations	(2,211		)	(2,571		)
Proceeds from sale of shares under the employee stock option and purchase plans	4,686			7,186
Excess tax benefit from equity awards	910			3,915
Taxes paid on net issuance of stock awards	(617		)	(126		)
Repurchase of common stock	(8,504		)	(4,257		)
Net cash provided by (used in) financing activities	(6,036		)	3,715
Effect of exchange rate changes on cash and cash equivalents	(190		)	163
Net increase (decrease) in cash and cash equivalents	(34,784		)	31,239
Cash and cash equivalents, beginning of period	97,699			66,460
Cash and cash equivalents, end of period	$	62,915		$	97,699

Nanometrics Incorporated 1550 Buckeye Drive Milpitas, CA 95035 Tel: 408.545.6000 Fax: 408.232.5910 www.nanometrics.com

NANOMETRICS INCORPORATED

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(In thousands, except per share amounts)

(Unaudited)

		Three Months Ended									Twelve Months Ended
		Dec 29,			Sep 29,			Dec 31,			Dec 29,				Dec 31,
		2012			2012			2011			2012				2011
Reconciliation of GAAP gross profit to non-GAAP gross profit
GAAP gross profit		$	11,951		$	22,152		$	20,710		$	83,928			$	122,101
	Non-GAAP adjustments:
	Amortization of intangible assets	646			629			410			2,549				1,077
Non-GAAP gross profit		$	12,597		$	22,781		$	21,120		$	86,477			$	123,178
Reconciliation of GAAP operating income (loss) to non-GAAP operating income (loss)
GAAP operating income (loss)		$	(6,538	)	$	3,614		$	(528	)	$	5,478			$	45,766
Non-GAAP adjustments:
	Amortization of intangible assets  included in cost of revenues	646			629			410			2,549				1,077
	Amortization of intangible assets  included in operating expenses	196			193			156			776				625
	Acquisition-related charges	—			—			1,277			—				1,959
	Legal settlement	—			—			2,500			—				2,500
	Total non-GAAP adjustments to operating income	842			822			4,343			3,325				6,161
Non-GAAP operating income (loss)		$	(5,696	)	$	4,436		$	3,815		$	8,803			$	51,927
Reconciliation of GAAP net income (loss) to non-GAAP net income (loss)
GAAP net income (loss)		$	(3,647	)	$	1,903		$	(532	)	$	4,465			$	28,685
Non-GAAP adjustments:
	Total non-GAAP adjustments to non-GAAP  operating income	842			822			4,343			3,325				6,161
	Income tax effect of non-GAAP  adjustments	(307		)	(300		)	(1,496		)	(1,214		)		(2,151		)
	Discrete tax adjustment	—			—			—			(1,300		)	(a)	—
Non-GAAP net income (loss)		$	(3,112	)	$	2,425		$	2,315		$	5,276			$	32,695
GAAP net income (loss) per diluted share		$	(0.16	)	$	0.08		$	(0.02	)	$	0.19			$	1.22
Non-GAAP net income (loss) per diluted share		$	(0.13	)	$	0.10		$	0.10		$	0.22			$	1.39
Shares used in diluted income per share calculation		23,408			23,760			23,687			23,845				23,480

(a) Reflects the tax benefit for certain first quarter foreign losses related to entity classification elections that were approved by the IRS in the second quarter. The tax benefit of these first quarter losses was recorded as a decrease to the second quarter tax provision on a GAAP basis. The discrete tax adjustment for the second quarter also excludes the one-time benefit associated with the recognition of deferred tax assets related to the entity classification elections, resulting in a combined first and second quarter Non-GAAP tax rate of approximately 36.5%.