-----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, AHTG9bI21QSjMeU9rUGb+PbbLExPGUMm6aVlVdk+VGc+78jFA3bhGEQWG/TtprQl FkAMOi/rR+exjV1xdGzuCA== 0000950005-05-000527.txt : 20050728 0000950005-05-000527.hdr.sgml : 20050728 20050728104624 ACCESSION NUMBER: 0000950005-05-000527 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050702 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050728 DATE AS OF CHANGE: 20050728 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: 05979526 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 p19449.txt CURRENT REPORT ================================================================================ 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 July 28, 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 (Commission File Number) (I.R.S. Employer of 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 July 28, 2005, Nanometrics Incorporated (the "Company") announced in a press release the Company's financial results for its second quarter ended July 2, 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 July 28, 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: July 28, 2005 NANOMETRICS INCORPORATED /s/ Paul B. Nolan ------------------------- Paul B. Nolan Chief Financial Officer Exhibit Index Exhibit Exhibit Title Number - ------------ -------------------------------------------------------------- 99.1 Press release dated July 28, 2005. EX-99.1 2 exhibit_99-1.txt PRESS RELEASE DATED JULY 28, 2005 Exhibit 99.1 FOR RELEASE ON JULY 28, 2005 Contact: Paul Nolan, Chief Financial Officer Nanometrics Incorporated 408.435.9600 x122 NANOMETRICS ANNOUNCES A PROFITABLE SECOND QUARTER OF 2005 Milpitas, California, July 28, 2005 - Nanometrics Incorporated (NASDAQ: NANO) today reported financial results for the second quarter of 2005. Total revenues for the second quarter of 2005 were $18.8 million, an increase of 16% compared to the second quarter of 2004. The increase in revenues during the second quarter of 2005 compared to the same period in 2004 resulted from increased demand for Nanometrics' semiconductor process control metrology equipment, particularly in Taiwan. Net income in the second quarter of 2005 was $4.7 million, or $0.35 per diluted share, compared to net income of $1.3 million, or $0.10 per diluted share, for the same period last year. The second quarter results include receipt of a merger termination fee in the amount of $8.3 million in connection with the termination of Nanometrics' merger agreement with August Technology Corporation. The second quarter results also include a $2.2 million charge for an asset impairment of certain assets in Nanometrics' Japanese operations. For the six months ended July 2, 2005, total net revenues were $42.3 million, an increase of 42% from the same period in 2004. Net income for the first six months of 2005 was $7.3 million, or $0.55 per diluted share, compared to net income of $90,000, or $0.01 per diluted share, for the same period last year. Nanometrics' financial position continues to be strong with cash and short-term investments totaling $45.2 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 NASDAQ under the symbol NANO. Nanometrics' website is http://www.nanometrics.com. An earnings conference call will be held on July 28, 2005 at 8:00 A.M. Pacific Time. To participate in the earnings conference call, the dial-in numbers are 800-591-6923 in the United States or 617-614-4907 for international calls. The passcode is 70223098. NANOMETRICS INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands except share amounts) (Unaudited)
July 2, January 1, 2005 2005 -------- --------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 26,319 $ 15,949 Short-term investments 18,848 17,919 Accounts receivable, net of allowances of $596 and $603 24,499 22,222 Inventories 25,421 25,494 Prepaid expenses and other 877 944 -------- -------- Total current assets 95,964 82,528 Property, plant and equipment, net 45,236 49,035 Intangible assets 771 924 Other assets 1,410 1,282 -------- -------- TOTAL $143,381 $133,769 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 2,991 $ 3,146 Accrued payroll and related expenses 2,644 2,206 Deferred revenue 2,798 2,742 Other current liabilities 3,649 1,840 Income taxes payable 1,106 1,515 Current portion of debt obligations 2,248 1,164 -------- -------- Total current liabilities 15,436 12,613 Deferred income taxes and other long-term liabilities 118 930 Debt obligations 1,668 2,070 -------- -------- Total liabilities 17,222 15,613 -------- -------- SHAREHOLDERS' EQUITY: Common stock, no par value; 50,000,000 shares authorized; 12,762,007 and 12,566,636 outstanding 105,494 104,191 Retained earnings 19,371 12,034 Accumulated translation adjustment 1,294 1,931 -------- -------- Total shareholders' equity 126,159 118,156 -------- -------- TOTAL $143,381 $133,769 ======== ========
NANOMETRICS INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share amounts) (Unaudited)
Three Months Ended Six Months Ended ---------------------- ---------------------- July 2, July 3, July 2, July 3, 2005 2004 2005 2004 -------- -------- -------- -------- NET REVENUES: Product sales $ 16,654 $ 14,174 $ 37,820 $ 25,837 Service 2,170 2,037 4,495 4,045 -------- -------- -------- -------- Total net revenues 18,824 16,211 42,315 29,882 -------- -------- -------- -------- COSTS AND EXPENSES: Cost of product sales 8,334 5,922 18,084 11,325 Cost of service 2,608 1,648 5,181 3,259 Research and development 3,656 2,670 6,835 6,159 Selling 2,824 3,091 5,969 6,157 General and administrative 2,400 1,363 4,398 2,658 Asset impairment 2,232 -- 2,232 -- Merger termination fee (8,300) -- (8,300) -- -------- -------- -------- -------- Total costs and expenses 13,754 14,694 34,399 29,558 -------- -------- -------- -------- INCOME FROM OPERATIONS 5,070 1,517 7,916 324 OTHER INCOME (EXPENSE): Interest income 193 49 323 105 Interest expense (17) (21) (35) (50) Other, net (206) (182) (476) (185) -------- -------- -------- -------- Total other income, net (30) (154) (188) (130) -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 5,040 1,363 7,728 194 PROVISION FOR INCOME TAXES (308) (61) (391) (104) -------- -------- -------- -------- NET INCOME $ 4,732 $ 1,302 $ 7,337 $ 90 ======== ======== ======== ======== NET INCOME PER SHARE: Basic $ 0.37 $ 0.11 $ 0.58 $ 0.01 ======== ======== ======== ======== Diluted $ 0.35 $ 0.10 $ 0.55 $ 0.01 ======== ======== ======== ======== SHARES USED IN PER SHARE COMPUTATION: Basic 12,629 12,262 12,602 12,226 ======== ======== ======== ======== Diluted 13,374 13,292 13,414 13,445 ======== ======== ======== ========
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