-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PsLQGYDq9pmNSHfn9tcXOn/rLxYOiuohdI05UlqjQT54kwTLDU1CVngLCs6GLXa9 mWXa2z/t3dRQ1VrXdZ//Mg== 0000950005-02-000836.txt : 20020813 0000950005-02-000836.hdr.sgml : 20020813 20020813161936 ACCESSION NUMBER: 0000950005-02-000836 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NANOMETRICS INC CENTRAL INDEX KEY: 0000704532 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 942276314 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-13470 FILM NUMBER: 02729967 BUSINESS ADDRESS: STREET 1: 310 DEGUIGNE DR CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087461600 MAIL ADDRESS: STREET 1: 310 DEGUIGNE DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94086 10-Q 1 p15890_10q.txt QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange - --- Act of 1934 For the quarterly period ended June 30, 2002 ------------- Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______________ to _______________ Commission file number 0-13470 ------------------ NANOMETRICS INCORPORATED ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 94-2276314 - ------------------------------- ------------------- (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 1550 Buckeye Drive, Milpitas, CA 95035 - ------------------------------------ ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (408) 435-9600 -------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ------- As of July 22, 2002, there were 11,863,695 shares of common stock, no par value, issued and outstanding. 1 NANOMETRICS INCORPORATED INDEX Part I. Financial Information Page ---- Item 1. Financial Statements Consolidated Balance Sheets - June 30, 2002 and December 31, 2001 . . . . . . . . . . . 3 Consolidated Statements of Operations - Three months and six months ended June 30, 2002 and 2001 . . . . . . . . . . . . . . . . . 4 Consolidated Statements of Cash Flows - Six months ended June 30, 2002 and 2001 . . . . . . . . . 5 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . 8 Item 3. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . 10 Part II. Other Information Item 4. Submission of Matters to a Vote of Security Holders . . . 11 Item 5. Other Information . . . . . . . . . . . . . . . . . . . . 11 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 11 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 2 PART I: FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS NANOMETRICS INCORPORATED CONSOLIDATED BALANCE SHEETS (Amounts in thousands except share amounts)
June 30, December 31, ASSETS 2002 2001 (Unaudited) --------- --------- CURRENT ASSETS: Cash and cash equivalents $ 3,657 $ 47,227 Short-term investments 36,772 -- Accounts receivable, net of allowances of $565 and $562 11,592 9,131 Inventories 26,272 26,311 Deferred income taxes 6,652 3,974 Prepaid expenses and other 760 2,474 --------- --------- Total current assets 85,705 89,117 PROPERTY, PLANT AND EQUIPMENT, Net 50,198 48,412 DEFERRED INCOME TAXES 66 225 OTHER ASSETS 4,531 4,601 --------- --------- TOTAL $ 140,500 $ 142,355 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 1,918 $ 2,906 Accrued payroll and related expenses 1,114 1,148 Deferred revenue 2,525 2,261 Other current liabilities 1,370 1,981 Income taxes payable 342 272 Current portion of debt obligations 1,153 378 --------- --------- Total current liabilities 8,422 8,946 OTHER LONG-TERM OBLIGATIONS -- 250 DEBT OBLIGATIONS 3,426 3,314 --------- --------- Total liabilities 11,848 12,510 --------- --------- SHAREHOLDERS' EQUITY: Common stock, no par value; 50,000,000 shares authorized; 11,858,194 and 11,787,033 outstanding 99,371 98,531 Retained earnings 29,494 32,743 Accumulated other comprehensive loss (213) (1,429) --------- --------- Total shareholders' equity 128,652 129,845 --------- --------- TOTAL $ 140,500 $ 142,355 ========= =========
See Notes to Consolidated Financial Statements 3 NANOMETRICS INCORPORATED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share amounts) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, 2002 2001 2002 2001 -------- -------- -------- -------- NET REVENUES: Product sales $ 7,136 $ 13,531 $ 13,997 $ 26,470 Service 1,256 1,262 2,420 2,748 -------- -------- -------- -------- Total net revenues 8,392 14,793 16,417 29,218 -------- -------- -------- -------- COSTS AND EXPENSES: Cost of product sales 3,029 5,661 5,821 10,952 Cost of service 1,454 1,345 2,711 2,811 Research and development 3,053 2,724 6,439 5,319 Selling 2,696 2,185 4,918 4,218 General and administrative 1,248 1,065 2,163 2,004 -------- -------- -------- -------- Total costs and expenses 11,480 12,980 22,052 25,304 -------- -------- -------- -------- INCOME (LOSS) FROM OPERATIONS (3,088) 1,813 (5,635) 3,914 OTHER INCOME (EXPENSE): Interest income 143 704 308 1,697 Interest expense (25) (18) (47) (40) Other, net 210 (1) 118 (410) -------- -------- -------- -------- Total other income, net 328 685 379 1,247 -------- -------- -------- -------- INCOME (LOSS) BEFORE INCOME TAXES (2,760) 2,498 (5,256) 5,161 PROVISION (BENEFIT) FOR INCOME TAXES (1,058) 961 (2,007) 2,001 -------- -------- -------- -------- NET INCOME (LOSS) $ (1,702) $ 1,537 $ (3,249) $ 3,160 ======== ======== ======== ======== NET INCOME (LOSS) PER SHARE: Basic $ (0.14) $ 0.13 $ (0.28) $ 0.27 ======== ======== ======== ======== Diluted $ (0.14) $ 0.13 $ (0.28) $ 0.26 ======== ======== ======== ======== SHARES USED IN PER SHARE COMPUTATION: Basic 11,837 11,658 11,814 11,637 ======== ======== ======== ======== Diluted 11,837 12,195 11,814 12,094 ======== ======== ======== ========
See Notes to Consolidated Financial Statements 4 NANOMETRICS INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited)
Six Months Ended June 30, 2002 2001 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (3,249) $ 3,160 Reconciliation of net income (loss) to net cash used in operating activities: Depreciation and amortization 1,099 558 Deferred income taxes (2,511) (1,158) Changes in assets and liabilities: Accounts receivable (1,924) 603 Inventories 519 (3,466) Prepaid expenses and other 1,645 1,064 Accounts payable, accrued expenses and other current liabilities (1,474) (1,929) Income taxes payable 226 664 -------- -------- Net cash used in operating activities (5,669) (504) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of short-term investments (36,772) (79,810) Sales/maturities of short-term investments -- 83,289 Purchases of property, plant and equipment (1,804) (6,999) Other assets -- (2,226) -------- -------- Net cash used in investing activities (38,576) (5,746) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowing 329 -- Repayments of debt obligations (479) (665) Issuance of common stock 656 515 -------- -------- Net cash (used in) provided by financing activities 506 (150) -------- -------- EFFECT OF EXCHANGE RATE CHANGES ON CASH 169 163 -------- -------- NET CHANGE IN CASH AND EQUIVALENTS (43,570) (6,237) CASH AND CASH EQUIVALENTS, beginning of period 47,227 16,934 -------- -------- CASH AND CASH EQUIVALENTS, end of period $ 3,657 $ 10,697 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ 51 $ 31 ======== ======== Cash paid for income taxes $ 6 $ 2,619 ======== ========
See Notes to Consolidated Financial Statements 5 NANOMETRICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1. Consolidated Financial Statements The consolidated financial statements include the accounts of Nanometrics Incorporated and its wholly-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated. While the quarterly financial statements are unaudited, the financial statements included in this report reflect all adjustments (consisting only of normal recurring adjustments) which Nanometrics considers necessary for a fair presentation of the results of operations for the interim periods covered and of our financial condition at the date of the interim balance sheet. The operating results for interim periods are not necessarily indicative of the operating results that may be expected for the entire year. The information included in this report should be read in conjunction with the information included in Nanometrics' 2001 Annual Report on Form 10-K filed with the Securities and Exchange Commission. Note 2. Inventories Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following (in thousands): June 30, December 31, 2002 2001 ------- ------- Raw materials and subassemblies $13,025 $18,279 Work in process 6,399 2,387 Finished goods 6,848 5,645 ------- ------- Total inventories $26,272 $26,311 ======= ======= Note 3. Other Current Liabilities Other current liabilities consist of the following (in thousands): June 30, December 31, 2002 2000 --------- --------- Commissions payable $ 120 $ 288 Accrued warranty 261 435 Accrued professional services 96 210 Other 893 1,048 --------- --------- Total other current liabilities $ 1,370 $ 1,981 ========= ========= Note 4. Shareholders' Equity Net Income (Loss) Per Share - The reconciliation of the share denominator used in the basic and diluted net income (loss) per share computations is as follows (in thousands):
Three Months Ended Six Months Ended June 30, June 30, 2002 2001 2002 2001 ------ ------ ------ ------ Weighted average common shares outstanding-shares used in basic net income per share computation 11,837 11,658 11,814 11,637 Dilutive effect of common stock equivalents, using the treasury stock method -- 537 -- 457 Shares used in diluted net income ------ ------ ------ ------ per share computation 11,837 12,195 11,814 12,094 ====== ====== ====== ======
6 During the three and six month periods ended June 30, 2001, Nanometrics had common equivalent shares outstanding which could potentially dilute basic net income per share in the future, but were excluded from the computation of diluted net income per share as the common stock options' exercise prices were greater than the average market price of the common shares for the period. During the three and six month periods ended June 30, 2002, diluted net loss per share excludes common equivalent shares outstanding, as their effect is antidilutive. Note 5. Comprehensive Income (Loss) Comprehensive income (loss), which consists of net income (loss) for the periods and changes in accumulated other comprehensive income, was a loss of $542,000 for the three months ended June 30, 2002 compared to income of $1,749,000 for the three months ended June 30, 2001. For the six months ended June 30, 2002 the comprehensive loss was $2,033,000 compared to comprehensive income of $2,711,000 for the six months ended June 30, 2001. Note 6. New Accounting Pronouncements In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that all business combinations initiated after June 30, 2001 be accounted for under the purchase method and addresses the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination. SFAS No. 142 addresses the initial recognition and measurement of intangible assets acquired outside of a business combination and the accounting for goodwill and other intangible assets subsequent to their acquisition. SFAS No. 142 provides that intangible assets with finite useful lives be amortized and that goodwill and intangible assets with indefinite lives will not be amortized, but will rather be tested at least annually for impairment. Effective January 1, 2002, Nanometrics adopted SFAS No. 142. Nanometrics ceased amortizing goodwill with a net carrying value of $1,077,000 and annual amortization of $204,000 that resulted from business combinations completed prior to the adoption of SFAS No. 141. The adoption of the non-amortization provisions of SFAS No. 142 was not material for the six months ended June 30, 2002. Nanometrics completed its transitional impairment test and determined that no impairment was indicated. In June 2002, the FASB issued SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities, which addresses accounting for restructuring and similar costs. SFAS 146 supersedes previous accounting guidance, principally Emerging Issues Task Force Issue No. 94-3. Nanometrics will adopt the provisions of SFAS 146 for restructuring activities initiated after December 31, 2002. SFAS 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3, a liability for an exit cost was recognized at the date of the Company's commitment to an exit plan. SFAS 146 also establishes that the liability should initially be measured and recorded at fair value. Accordingly, SFAS 146 may affect the timing of recognizing future restructuring costs as well as the amounts recognized. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This report including the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are based upon current expectations and beliefs that involve risks and uncertainties, such as our plans, objectives and intentions, regarding, among other things: (i) customer demand for our products, which may be affected by several factors including the cyclicality of the semiconductor, magnetic recording head, flat panel display and other industries that we serve, patterns of capital spending by our customers, technological changes in the markets we serve and market acceptance of our products and our customers' products; (ii) the timing, cancellation or delay of our customers' orders and shipments; (iii) competition, including competitive pressures on product prices and changes in pricing by our customers or suppliers; (iv) fluctuations in foreign currency exchange rates, particularly the Japanese yen; (v) the proportion of sales we make directly to our customers versus sales through distributors and representatives; (vi) market acceptance of new and enhanced versions of our products; (vii) the timing of our new product announcements and releases, including our ability to design, introduce and manufacture new products in a timely and cost effective manner, as well as the announcements and releases by our competitors; (viii) the size and timing of acquisitions of businesses, products or technologies and fluctuations in the availability and cost of components and subassemblies of our products. In some cases, forward-looking statements can be identified by words such as "believe," "expect," "anticipate," "plan," "potential," "continue" or similar expressions. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain risk factors, including those set forth in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Factors That May Affect Future Operating Results" in Nanometrics' 2001 Annual Report on Form 10-K. We believe that it is important to communicate our expectations to our investors. However, there may be events in the future that we are not able to predict accurately or over which we have no control. You should be aware that the occurrence of the events described in such risk factors and elsewhere in this report could materially and adversely affect our business, operating results and financial condition. All forward-looking statements included in this report are based on information available to us on the date hereof. We undertake no obligation to update forward-looking statements made in this report to reflect events or circumstances after the date of this report or to update reasons why actual results could differ from those anticipated in such forward-looking statements. Results of Operations Total net revenues for the three months ended June 30, 2002 were $8,392,000, a decrease of $6,401,000 or 43% from the comparable period in 2001. Unit sales of automated, integrated and tabletop systems were each down from their 2001 levels. For the six months ended June 30, 2002, total revenues of $16,417,000 decreased by $12,801,000 or 44% from the comparable period in 2001. Product sales of $7,136,000 and $13,997,000 for the three months and six months ended June 30, 2002, respectively, decreased $6,395,000 or 47% and $12,473,000 or 47%, respectively, as compared with the same periods during 2001. The lower levels of product sales resulted from weaker demand for semiconductor process control equipment, particularly in the U.S. and Far East. We believe that this reduced demand was attributable primarily to overcapacity in the semiconductor industry as well as the economic slowdown in the U.S. and Japan. Service revenue of $1,256,000 and $2,420,000 for the three months and six months ended June 30, 2002, respectively, decreased $6,000 and $328,000 or 0.5% and 12%, respectively, as compared to the same periods in 2001 as a result of lower spare parts sales, particularly in the U.S. and the Far East due in part to the decline in the semiconductor market discussed above. Cost of product sales as a percentage of product sales was unchanged at 42% in the second quarter of 2002 compared to the second quarter of 2001 and unchanged at 41% in the six months ended June 30, 2002 8 compared to the same period in 2001. Cost of service as a percentage of service revenue increased to 116% in the second quarter of 2002 from 107% in the second quarter of 2001 and increased to 112% in the six months ended June 30, 2002 from 102% for the same period in 2001 resulting from lower service sales in the U.S. and Far East in 2002. Research and development expenses for the three month and six month periods ended June 30, 2002 increased by $329,000 or 12% and $1,120,000 or 21%, respectively, compared to the same periods in 2001 resulting primarily from increased headcount and related expenses for the development of new and enhanced products. Selling expenses for the three month and six month periods ended June 30, 2002 increased by $511,000 or 23% and $700,000 or 17%, respectively, compared to the same periods in 2001 primarily because of increased headcount and related expenses. General and administrative expenses for the three month and six month periods ended June 30, 2002 increased $183,000 or 17% and $159,000 or 8% compared to the same periods in 2001 due primarily to information technology implementation expenses in 2002. Total other income, net for the three month and six month periods ended June 30, 2002 decreased $357,000 or 52% and $868,000 or 70%, respectively, from the comparable periods in 2001 due primarily to lower interest income, resulting from lower investment balances and lower interest rates. As a result of the factors discussed above, Nanometrics' loss from operations was $3,088,000 and net loss was $1,702,000 for the second quarter of 2002 compared to income from operations of $1,813,000 and net income of $1,537,000 for the same period in 2001. For the first six months of 2002, Nanometrics' loss from operations was $5,635,000 and net loss was $3,249,000 which compared to income from operations of $3,914,000 and net income of $3,160,000 for the same period in 2001. Liquidity and Capital Resources At June 30, 2002, our cash, cash equivalents and short-term investments totaled $40,429,000. These funds are invested primarily in U.S. Treasury Bills. At June 30, 2002, Nanometrics had working capital of $77,283,000 compared to $80,171,000 at December 31, 2001. The current ratio at June 30, 2002 was 10.2 to 1. We believe that working capital including cash, cash equivalents and short-term investments will be sufficient to meet our needs through at least the next twelve months. Operating activities for the first six months of 2002 used cash of $5,669,000 primarily from the net loss, higher deferred tax levels, lower accounts payable and higher accounts receivable resulting from increases in days outstanding, offset to some extent by lower prepaid expenses. Investing activities used $38,576,000 primarily due to purchases of short-term investments in the amount of $36,772,000 and capital expenditures of $1,804,000 used to continue our efforts in improving our facilities and expanding our manufacturing capacity. Financing activities provided $506,000 primarily due to $329,000 in short-term borrowings and $656,000 generated from stock issuances, offset by $479,000 from repayment of debt obligations related to mortgages in Japan. 9 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to financial market risks, which include changes in foreign currency exchange rates and interest rates. We do not use derivative financial instruments. Instead, we actively manage the balances of current assets and liabilities denominated in foreign currencies to minimize currency fluctuation risk. As a result, a hypothetical 10% change in the foreign currency exchange rates at June 30, 2002 would not have a material impact on our results of operations. Our investments in marketable securities are subject to interest rate risk but due to the short-term nature of these investments, interest rate changes would not have a material impact on their value at June 30, 2002. We also have fixed rate yen denominated debt obligations in Japan that have no interest rate risk. At June 30, 2002, our total debt obligation was $4,579,000 with a long-term portion of $3,426,000. A hypothetical 10% change in interest rates at June 30, 2002 would not have a material impact on our results of operations. 10 NANOMETRICS INCORPORATED PART II OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS A. The annual meeting of shareholders was held on May 15, 2002. B. The following directors were elected to the board of directors: Vincent J. Coates Nathaniel Brenner John D. Heaton William G. Oldham Edmond R. Ward Papken Der Torossian C. The following matters were voted upon at the annual meeting:
For Against Abstain -------- ------- ------- 1. To elect the following directors to serve until the next annual meeting of shareholders or until their successors are elected: Vincent J. Coates, Chairman 6,658,141 0 1,450,072 Nathaniel Brenner, Director 7,839,789 0 268,424 John D. Heaton, Director 6,896,227 0 1,211,986 William G. Oldham, Director 7,848,789 0 259,424 Edmond R. Ward, Director 7,834,539 0 273,674 Papken Der Torossian, Director 7,833,039 0 275,174 2. To ratify the appointment of Deloitte & Touche LLP as independent auditors for the fiscal year ending December 31, 2002. 8,061,609 43,084 3,520 3. To approve an amendment to and restatement of the Company's Articles of Incorporation to, among other things, increase the number of authorized shares of common stock of the Company from 25,000,000 to 50,000,000. 7,386,714 708,123 13,376 4. To approve an amendment to the Company's 2000 Employee Stock Option Plan (the "2000 Plan") to, among other things, increase the number of shares of common stock of the Company reserved for issuance under the 2000 Plan by 1,200,000 shares. 4,767,351 2,244,702 17,805
ITEM 5. OTHER INFORMATION In compliance with Section 202 of the Sarbanes-Oxley Act of 2002, the Audit Committee of the Board of Directors of Nanometrics has preapproved the continuing provision of certain non-audit services by Deloitte and Touche LLP, Nanometrics' independent auditors. Such services include tax and tax-related services. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A. Exhibits. Exhibit 99.1 Certification of Chief Executive Officer and Chief Financial Officer B. Reports on Form 8-K. None 11 NANOMETRICS INCORPORATED 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. NANOMETRICS INCORPORATED (Registrant) /s/ Vincent J. Coates - -------------------------- Vincent J. Coates Chairman of the Board /s/ John Heaton - -------------------------- John Heaton Chief Executive Officer /s/ Paul B. Nolan - -------------------------- Paul B. Nolan Chief Financial Officer Dated: August 13, 2002 12 EX-99.1 3 p15890_ex99-1.txt CERTIFICATION OF CEO AND CFO Exhibit 99.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, John D. Heaton, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Nanometrics Incorporated on Form 10-Q for the quarterly period ended June 30, 2002 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Nanometrics Incorporated. By: /s/ John D. Heaton ------------------------------ Name: John D. Heaton Title: Chief Executive Officer I, Paul B. Nolan, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Nanometrics Incorporated on Form 10-Q for the quarterly period ended June 30, 2002 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Nanometrics Incorporated. By: /s/ Paul B. Nolan ------------------------------ Name: Paul B. Nolan Title: Chief Financial Officer 13 -----END PRIVACY-ENHANCED MESSAGE-----