-----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, LK0rI/caG9SwIzm33iiplrVFyIIscmueeiivCYCnYX7RG2312m7v7ehBkuS+KBNo GzAstrG2ERnbanFniGNZTw== 0000950005-05-000237.txt : 20050223 0000950005-05-000237.hdr.sgml : 20050223 20050223105708 ACCESSION NUMBER: 0000950005-05-000237 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050223 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050223 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13470 FILM NUMBER: 05633168 BUSINESS ADDRESS: STREET 1: 1550 BUCKEYE DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 408-435-9600 MAIL ADDRESS: STREET 1: 1550 BUCKEYE DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 8-K 1 p19197_8k.txt FORM 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 23, 2005 Date of Report (date of earliest event reported) Nanometrics Incorporated (Exact name of Registrant as specified in charter) California 0-13470 94-2276314 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 1550 Buckeye Drive, Milpitas, California 95035 (Address of principal executive offices) Registrant's telephone number, including area code: (408) 435-9600 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: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Section 2 - Financial Information Item 2.02 - Results of Operations and Financial Condition. On February 23, 2005, Nanometrics Incorporated (the "Company") announced in a press release the Company's financial results for its fourth quarter and fiscal year ended January 1, 2005. A copy of that press release is attached hereto as Exhibit 99.1. The information in this current report on Form 8-K and the exhibit attached hereto shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (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, or the Exchange Act, regardless of any general incorporation language in such filing. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release issued by Nanometrics Incorporated dated February 23, 2005. 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 23, 2005 NANOMETRICS INCORPORATED /s/ Paul B. Nolan ------------------------------------------ Paul B. Nolan Chief Financial Officer Exhibit Index Exhibit Number Exhibit Title - -------------- ------------------------------------------------------------- 99.1 Press release dated February 23, 2005. EX-99 2 p19197-ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 FOR RELEASE ON FEBRUARY 23, 2005 Contact: Paul Nolan, CFO Nanometrics, Inc. 408.435.9600 x122 NANOMETRICS ANNOUNCES RECORD FINANCIAL RESULTS FOR 2004 Milpitas, California, February 23, 2005 - Nanometrics Incorporated (NASDAQ: NANO) today reported financial results for the fourth quarter and year ended on January 1, 2005. Total revenues for the fourth quarter of 2004 were $20.6 million, an increase of 2% compared to the third quarter of 2004 and an increase of 66% compared to the fourth quarter of 2003. The increase in fourth quarter sales in 2004 resulted from stronger demand for semiconductor process control metrology equipment primarily in the U.S. and in Pacific Rim countries. The net income in the fourth quarter of 2004 was $2.4 million or $0.18 per diluted share compared to a net loss of $804,000 or $0.07 per diluted share for the same period last year. For the year ended January 1, 2005, Nanometrics' revenues increased 70% to $70.7 million, which was a record for the company, compared to revenues of $41.6 million in 2003. Net income for the year ended January 1, 2005 was $5.0 million or $0.38 per diluted share, compared to a net loss of $17.5 million or a loss of $1.45 per diluted share in 2003. The net loss in 2003 includes a $6.0 million charge to record a valuation allowance against deferred income tax assets, as previously reported in the first quarter of 2003. The Company's financial position continues to be strong with cash and equivalents and short-term investments of $33.9 million and working capital of $69.9 million. About Nanometrics: Nanometrics Incorporated is a leading supplier of advanced integrated and standalone metrology equipment used in the semiconductor industry. The Company's corporate office is located at 1550 Buckeye Drive, Milpitas, CA 95035, with sales and service offices worldwide. Nanometrics is traded on the NASDAQ National Market under the symbol NANO. Nanometrics' website is http://www.nanometrics.com. An earnings conference call will be held on February 23, 2005 at 8:00 A.M. Pacific Time. To participate in the earnings conference call, the dial-in numbers are 800-561-2731 in the United States or 617-614-3528 for international calls. The passcode is 86564513. NANOMETRICS INCORPORATED CONSOLIDATED BALANCE SHEETS (Amounts in thousands except share amounts) (Unaudited)
January 1, January 3, 2005 2004 ------------- ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 15,949 $ 7,949 Short-term investments 17,919 21,943 Accounts receivable, net of allowances of $603 and $576 22,222 14,522 Inventories 25,494 24,264 Prepaid expenses and other 944 1,015 ------------- ------------ Total current assets 82,528 69,693 PROPERTY, PLANT AND EQUIPMENT, Net 49,035 49,738 INTANGIBLE ASSETS 924 1,322 OTHER ASSETS 1,282 987 ------------- ------------ TOTAL $ 133,769 $ 121,740 ============== ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 3,146 $ 2,047 Accrued payroll and related expenses 2,206 1,593 Deferred revenue 2,742 2,345 Other current liabilities 1,840 1,436 Income taxes payable 1,515 1,528 Current portion of debt obligations 1,164 1,157 ------------- ------------ Total current liabilities 12,613 10,106 DEFERRED INCOME TAXES AND OTHER LONG-TERM LIABILITIES 930 545 DEBT OBLIGATIONS 2,070 2,648 ------------- ------------ Total liabilities 15,613 13,299 ------------- ------------ SHAREHOLDERS' EQUITY: Common stock, no par value; 50,000,000 shares authorized; 12,566,636 and 12,166,016 outstanding 104,191 101,099 Retained earnings 12,034 7,008 Accumulated other comprehensive income 1,931 334 ------------- ------------ Total shareholders' equity 118,156 108,441 ------------- ------------ TOTAL $ 133,769 $ 121,740 ============= ============
NANOMETRICS INCORPORATED CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share amounts) (Unaudited)
Three Months Ended Year Ended -------------------------- ---------------------------- January 1, January 3, January 1, January 3, 2005 2004 2005 2004 ---------- ---------- ---------- ----------- NET REVENUES: Product sales $ 18,702 $ 10,778 $ 62,911 $ 34,592 Service 1,884 1,609 7,784 7,010 ---------- ---------- ---------- ----------- Total net revenues 20,586 12,387 70,695 41,602 ---------- ---------- ---------- ----------- COSTS AND EXPENSES: Cost of product sales 8,593 4,665 27,555 17,691 Cost of service 3,078 1,702 8,404 6,620 Research and development 3,310 3,200 12,827 13,399 Selling 2,490 3,031 11,442 11,496 General and administrative 1,110 1,225 5,137 4,689 ---------- ---------- ---------- ----------- Total costs and expenses 18,581 13,823 65,365 53,895 ---------- ---------- ---------- ----------- INCOME (LOSS) FROM OPERATIONS 2,005 (1,436) 5,330 (12,293) OTHER INCOME (EXPENSE) Interest income 102 167 276 397 Interest expense (32) (25) (110) (96) Other, net 250 209 (44) 385 ---------- ---------- ---------- ----------- Total other income, net 320 351 122 686 ---------- ---------- ---------- ----------- INCOME (LOSS) BEFORE INCOME TAXES 2,325 (1,085) 5,452 (11,607) BENEFIT (PROVISION) FOR INCOME TAXES 38 (281) (426) (5,860) ---------- ---------- ---------- ----------- NET INCOME (LOSS) $ 2,363 $ (804) $ 5,026 $ (17,467) ========== ========== ========== =========== NET INCOME (LOSS) PER SHARE: Basic $ 0.19 $ (0.07) $ 0.41 $ (1.45) ========== ========== ========== =========== Diluted $ 0.18 $ (0.07) $ 0.38 $ (1.45) ========== ========== ========== =========== SHARES USED IN PER SHARE COMPUTATION: Basic 12,495 12,122 12,320 12,043 ========== ========== ========== =========== Diluted 13,499 12,122 13,351 12,043 ========== ========== ========== ===========
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