|
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
|
FORM 8-K |
|
CURRENT REPORT |
|
Date of Report (Date of earliest event reported) May 5, 2011 |
|
ZYGO CORPORATION |
|
(Exact Name of Registrant as Specified in its Charter) |
|
|
|
|
|
Delaware |
|
0-12944 |
|
06-0864500 |
|
|
|
|
|
(State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
|
|
|
|
|
Laurel Brook Road, Middlefield, CT |
|
|
06455-0448 |
|
|
|
|
|
|
(Address of Principal Executive Offices) |
|
|
(Zip Code) |
Registrants telephone number, including area code: (860) 347-8506
|
Not Applicable |
|
(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 (see General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 May 5, 2011, Zygo Corporation announced its fiscal 2011 third quarter results. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
|
|
|
|
99.1 |
Press Release, dated May 5, 2011, issued by Zygo Corporation which announced its fiscal 2011third quarter results. |
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 hereunto duly authorized.
ZYGO CORPORATION
|
|
|
|
Date: May 5, 2011 |
By: |
/s/ John P. Jordan |
|
|
|
|
|
|
|
Name: John P. Jordan |
|
|
|
Title: Vice President and Chief |
EXHIBIT INDEX
|
|
99.1 |
Press Release, dated May 5, 2011, issued by Zygo Corporation which announced its fiscal 2011 third quarter results. |
Exhibit 99.1
For Further Information Call:
John P. Jordan
Vice President and Chief Financial Officer
Voice: 860-347-8506
inquire@zygo.com
ZYGO Q3 FISCAL 2011 REVENUES INCREASE
58% OVER PRIOR YEAR
NET EARNINGS OF $0.24 PER SHARE
MIDDLEFIELD, CT, May 5, 2011 Zygo Corporation (NASDAQ: ZIGO) today announced its financial results for the third quarter of fiscal 2011, ended March 31, 2011.
Third quarter fiscal 2011 net revenues of $40.2 million increased 58% from $25.4 million recorded for the third quarter in the prior fiscal year.
Net earnings from continuing operations attributable to Zygo during the quarter increased to $4.5 million, or $0.24 per diluted share, compared with a net loss from continuing operations attributable to Zygo in the same quarter of the prior fiscal year of $2.5 million, or $0.15 per diluted share. After adjusting the prior year quarter for one-time charges, the reported net earnings from continuing operations attributable to Zygo were $0.8 million, or $0.04 per diluted share. A reconciliation between GAAP (Accounting Principles Generally Accepted in the United States of America) operating results and non-GAAP operating results is provided following the financial statements that are part of this release.
Bookings of $41.7 million for the third quarter of fiscal 2011 increased 53% over the prior year quarter. Bookings for the Metrology Solutions Division accounted for 58% of the bookings received, and the Optical Systems Division contributed 42%. Backlog rose to $60.5 million at March 31, 2011, compared with $43.9 million at March 31, 2010.
Highlights in the quarter included:
|
|
|
|
|
A $3.0 million continuation order for laser fusion amplifiers from Commissariat à lénergie Atomique (CEA) in France. |
|
|
Continued strong bookings from China for large metrology systems for optical component testing. |
|
|
Increasing bookings for our Optical Systems Division, including Extreme Precision Optics, Large Optical Components and Laser Fusion Optics. |
1
Year-to-date fiscal 2011 net revenues were $107.4 million, 48% higher than comparable fiscal 2010 year-to-date net revenues of $72.8 million. Year-to-date net earnings from continuing operations attributable to Zygo were $12.9 million, or $0.71 per diluted share, compared with a net loss from continuing operations attributable to Zygo of $7.7 million, or $0.45 loss per diluted share, for the first nine months of fiscal 2010.
Year-to-date net earnings from continuing operations attributable to Zygo in fiscal 2011, excluding the gain on acquisition recorded in the second quarter, was $0.60 per diluted share, compared with a net loss from continuing operations attributable to Zygo of $0.16 per diluted share in the first nine months of fiscal 2010, excluding one-time charges.
Dr. Chris Koliopoulos, President and Chief Executive Officer of Zygo Corporation, stated, We are pleased with the development and growth of our core businesses. With increased activity in both the Metrology and Optics segments, we continue to grow revenue with positive book-to-bill ratios and have increased backlog to the highest level in over two years. The business is executing well on its mandates, with revenues and operating earnings, net of one-time charges, increasing for four consecutive quarters, and gross margins, net of one-time charges, increasing for seven consecutive quarters and consistently in the mid-40% range. Our attention to gross margin improvement has driven gross margins and operating margins to the highest levels in nearly ten years.
John Jordan, Chief Financial Officer of Zygo Corporation, commenting on the third quarter results, said, The Company has been a strong cash generator during the quarter and fiscal year. We generated $12.8 million of cash from continuing operations, which increased cash, cash equivalents and short-term marketable securities from $47.5 million at June 30, 2010 to $53.3 million at March 31, 2011, after a cash payment for the acquisition of assets associated with the Richmond operation of $7.1 million. The Richmond operation has been fully integrated into our Optical Systems Division, and is contributing to both revenues and earnings.
With concern over the recent tragic disaster in Japan, Dr. Koliopoulos added, We have been in close contact with our customers and suppliers in Japan and have been monitoring the situation. To date, there have not been any notable effects on our business due to the tragic events in that region, and we have no reason to believe that the events there will have a negative impact on our business.
Zygo Corporation is a worldwide supplier of optical metrology instruments, precision optics, and electro-optical design and manufacturing services serving customers in the semiconductor capital equipment, bio-medical, scientific and industrial markets.
Note: Zygos teleconference to discuss the results of the third quarter of fiscal 2011 will be held at 5 PM Eastern Time on May 5, 2011 and can be accessed by dialing 800-621-6658. This call is web cast live on Zygos web site at www.zygo.com. The call may also be accessed for 30 days following the teleconference.
2
3
Zygo Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
(Thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||
|
|
|
|
|
|
||||||||
|
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Net revenues |
|
$ |
40,235 |
|
$ |
25,439 |
|
$ |
107,440 |
|
$ |
72,845 |
|
Cost of goods sold |
|
|
21,371 |
|
|
13,962 |
|
|
57,479 |
|
|
43,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
18,864 |
|
|
11,477 |
|
|
49,961 |
|
|
29,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative expenses |
|
|
9,418 |
|
|
7,972 |
|
|
24,886 |
|
|
23,113 |
|
Research, development, and engineering expenses |
|
|
3,739 |
|
|
3,546 |
|
|
10,872 |
|
|
11,089 |
|
Impairment of goodwill |
|
|
|
|
|
2,003 |
|
|
|
|
|
2,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit (loss) |
|
|
5,707 |
|
|
(2,044 |
) |
|
14,203 |
|
|
(6,601 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on acquisition |
|
|
|
|
|
|
|
|
1,289 |
|
|
|
|
Miscellaneous income (expense), net |
|
|
(153 |
) |
|
(96 |
) |
|
71 |
|
|
62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense) |
|
|
(153 |
) |
|
(96 |
) |
|
1,360 |
|
|
62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations before income taxes, including noncontrolling interest |
|
|
5,554 |
|
|
(2,140 |
) |
|
15,563 |
|
|
(6,539 |
) |
Income tax expense |
|
|
(720 |
) |
|
(131 |
) |
|
(1,474 |
) |
|
(505 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) from continuing operations |
|
|
4,834 |
|
|
(2,271 |
) |
|
14,089 |
|
|
(7,044 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) from discontinued operations, net of tax |
|
|
|
|
|
(193 |
) |
|
91 |
|
|
(2,667 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) including noncontrolling interest |
|
|
4,834 |
|
|
(2,464 |
) |
|
14,180 |
|
|
(9,711 |
) |
Less: Net earnings attributable to noncontrolling interest |
|
|
361 |
|
|
232 |
|
|
1,205 |
|
|
677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) attributable to Zygo Corporation |
|
$ |
4,473 |
|
$ |
(2,696 |
) |
$ |
12,975 |
|
$ |
(10,388 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic - Earnings (loss) per share attributable to Zygo Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.25 |
|
$ |
(0.15 |
) |
$ |
0.73 |
|
$ |
(0.45 |
) |
Discontinued operations |
|
|
|
|
|
(0.01 |
) |
|
0.01 |
|
|
(0.16 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) per share |
|
$ |
0.25 |
|
$ |
(0.16 |
) |
$ |
0.74 |
|
$ |
(0.61 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted - Earnings (loss) per share attributable to Zygo Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.24 |
|
$ |
(0.15 |
) |
$ |
0.71 |
|
$ |
(0.45 |
) |
Discontinued operations |
|
|
|
|
|
(0.01 |
) |
|
0.01 |
|
|
(0.16 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) per share |
|
$ |
0.24 |
|
$ |
(0.16 |
) |
$ |
0.72 |
|
$ |
(0.61 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic shares |
|
|
17,693 |
|
|
17,342 |
|
|
17,600 |
|
|
17,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted shares |
|
|
18,304 |
|
|
17,342 |
|
|
18,056 |
|
|
17,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Attributable to Zygo Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) from continuing operations attributable to Zygo Corporation |
|
$ |
4,473 |
|
$ |
(2,503 |
) |
$ |
12,884 |
|
$ |
(7,721 |
) |
Discontinued operations, net of tax |
|
|
|
|
|
(193 |
) |
|
91 |
|
|
(2,667 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) attributable to Zygo Corporation |
|
$ |
4,473 |
|
$ |
(2,696 |
) |
$ |
12,975 |
|
$ |
(10,388 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
Zygo Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
(Thousands)
|
|
|
|
|
|
|
|
|
|
March 31, 2011 |
|
June 30, 2010 |
|
||
|
|
|
|
|
|
||
Assets |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
52,341 |
|
$ |
46,536 |
|
Marketable securities |
|
|
1,000 |
|
|
1,000 |
|
Receivables, net |
|
|
30,819 |
|
|
19,948 |
|
Inventories |
|
|
27,707 |
|
|
25,220 |
|
Prepaid expenses and other current assets |
|
|
1,702 |
|
|
1,643 |
|
Income tax receivable |
|
|
|
|
|
1,050 |
|
Current assets of discontinued operations |
|
|
|
|
|
17 |
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
113,569 |
|
|
95,414 |
|
|
|
|
|
|
|
|
|
Marketable securities |
|
|
1,027 |
|
|
922 |
|
Property, plant, and equipment, net |
|
|
31,633 |
|
|
23,029 |
|
Intangible assets, net |
|
|
5,664 |
|
|
5,387 |
|
Other assets |
|
|
|
|
|
413 |
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
151,893 |
|
$ |
125,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Accounts payable |
|
$ |
8,104 |
|
$ |
8,426 |
|
Accrued expenses |
|
|
17,640 |
|
|
14,064 |
|
Income tax payable |
|
|
1,116 |
|
|
152 |
|
Current liabilities of discontinued operations |
|
|
281 |
|
|
287 |
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
27,141 |
|
|
22,929 |
|
|
|
|
|
|
|
|
|
Other long-term liabilities |
|
|
4,667 |
|
|
1,359 |
|
Long-term liabilities of discontinued operations |
|
|
|
|
|
281 |
|
|
|||||||
Commitments and contingencies |
|
|
|
|
|
|
|
|
|||||||
Total stockholders equity - Zygo Corporation |
|
|
117,190 |
|
|
98,403 |
|
Noncontrolling interest |
|
|
2,895 |
|
|
2,193 |
|
|
|
|
|
|
|
|
|
Total equity |
|
|
120,085 |
|
|
100,596 |
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
151,893 |
|
$ |
125,165 |
|
|
|
|
|
|
|
|
|
5
Zygo Corporation and Subsidiaries
Reported Results to Non-GAAP Results
(Unaudited)
(Thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended |
|
Nine
Months Ended |
|
||||||||
|
|
|
|
|
|
||||||||
|
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP operating profit (loss) (as reported) |
|
$ |
5,707 |
|
$ |
(2,044 |
) |
$ |
14,203 |
|
$ |
(6,601 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Zemetrics acquisition: Impairment of goodwill |
|
|
|
|
|
2,003 |
|
|
|
|
|
2,003 |
|
Zemetrics acquisition costs (SG&A) |
|
|
|
|
|
377 |
|
|
|
|
|
457 |
|
II-VI related costs (SG&A) |
|
|
|
|
|
736 |
|
|
|
|
|
736 |
|
CEO retirement and search costs (SG&A) |
|
|
|
|
|
112 |
|
|
|
|
|
929 |
|
Severence charges (SG&A) |
|
|
|
|
|
37 |
|
|
|
|
|
472 |
|
Severence charges (RD&E) |
|
|
|
|
|
|
|
|
|
|
|
377 |
|
Property lease expense (SG&A) |
|
|
|
|
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-GAAP adjustments to operating expenses |
|
|
|
|
|
3,265 |
|
|
|
|
|
4,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP operating profit (loss), as adjusted |
|
$ |
5,707 |
|
$ |
1,221 |
|
$ |
14,203 |
|
$ |
(1,608 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP other income (expense) (as reported) |
|
$ |
(153 |
) |
$ |
(96 |
) |
$ |
1,360 |
|
$ |
62 |
|
Adjustment to other income: Richmond acquisition gain |
|
|
|
|
|
|
|
|
(1,289 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-GAAP other income (expense) |
|
$ |
(153 |
) |
$ |
(96 |
) |
$ |
71 |
|
$ |
62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings attributable to noncontrolling interest (as reported) |
|
|
361 |
|
|
232 |
|
|
1,205 |
|
|
677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP income tax expense (as reported) |
|
|
(720 |
) |
|
(131 |
) |
|
(1,474 |
) |
|
(505 |
) |
Adjustment to income taxes: Valuation allowance *1 |
|
|
|
|
|
|
|
|
(725 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-GAAP income tax expense |
|
$ |
(720 |
) |
$ |
(131 |
) |
$ |
(2,199 |
) |
$ |
(505 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net earnings (loss) - continuing operations as adjusted |
|
$ |
4,473 |
|
$ |
762 |
|
$ |
10,870 |
|
$ |
(2,728 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
GAAP earnings (loss) per diluted share - continuing operations (as reported) |
|
$ |
0.24 |
|
($ |
0.15 |
) |
$ |
0.71 |
|
($ |
0.45 |
) |
Non-GAAP net earnings (loss) per diluted share - continuing operations as adjusted |
|
$ |
0.24 |
|
$ |
0.04 |
|
$ |
0.60 |
|
($ |
0.16 |
) |
*1 The Companys reported results for fiscal 2011 and 2010 include a full valuation allowance on its deferred tax assets. Accordingly, for purposes of computing non-GAAP net earnings (loss), as adjusted, the Company has assumed no tax benefit would be recorded in fiscal 2011 and 2010. The adjustment in fiscal 2011 reflects the removal of the tax benefit associated with the change in the valuation allowance due to the effect of the Richmond acquisition.
Non-GAAP operating profit (loss), as adjusted, non-GAAP net earnings (loss), as adjusted, and non-GAAP net earnings (loss) per share, as adjusted, are operating performance measures defined by the Company and used by the Companys management to evaluate its operating activities and a reconciliation of such amounts to reported results is presented above. These non-GAAP financial measures are not intended to replace reported amounts of operating profit (loss), net earnings (loss), or net earnings (loss) per share, which respectively are the most directly comparable GAAP financial measures. The Company believes that providing such a reconciliation is useful to users of the financial statements, since it excludes certain significant and unusual charges in the Companys results, thus enhancing comparability of the Companys results between periods presented. These non-GAAP measures are not alternatives to the most directly comparable reported measures under GAAP and should not be considered as alternatives to operating profit (loss), net earnings (loss), and net earnings (loss) per share, or any other measure of consolidated operating results under GAAP.
6
$EU0N%L[2SMN#S@:H_N=
M/]UMP?E`R`_$N0'=8@(P"`0"`0"`0"`0%#>Y"S5QZ*=WC_@,!\PJ
MIE[VEW]VKSU<-)Z3`>89>_[:OR,`++IY&U?D8#/]@&G4[RXH5(4`*T<2#+S%
M0&Y/O5P](59,M82`I254%7(2\TE;:CTGRB(#E>`Z,^S+$/;LON.3O-38M#'8
M4SG-V[_DD?RYP&\]\MCK?N5;67Z=Y-#?Z$'V2K*=2%H/\)T#]4GD/-`