10-Q/A 1 e85098_10q-a.txt FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2000 or [ ] 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 0-12944 ZYGO CORPORATION -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 06-0864500 ------------------------------- --------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Laurel Brook Road, Middlefield, Connecticut 06455 ------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (860) 347-8506 -------------------------------------------------------------------------------- Registrant's telephone number, including area code N/A -------------------------------------------------------------------------------- (Former name, former address, and former fiscal year, if changed from last report) 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 ___ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES ___ NO ___ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 14,860,144 Common Stock, $.10 Par Value, at January 29, 2001 EXPLANATION NOTE This Form 10-Q/A amends Zygo's Form 10-Q for the quarter ended December 31, 2000, which was filed on February 5, 2001. The Form 10-Q previously filed included comparable information for the three and six months ended December 31, 1999, which inadvertently excluded December 1999 charges of $2,340,000 for nonrecurring acquisition related costs. The nonrecurring charges were non-cash compensation costs related to stock options held by shareholders of Firefly Technologies, Inc., which was merged with Zygo Corporation in a pooling-of-interest transaction in May 2000. The Form 10-Q for the quarter ended December 31, 1999 was correct as filed since the restatement related to the pooling-of-interest transaction occurred in a subsequent period. The nonrecurring charges were properly reported in Zygo's Annual Report on Form 10-K405 for year ended June 30, 2000. No changes are being made to the 2001 financial information previously filed. The following amended Form 10-Q properly reflects the December 1999 charges and is consistent with the Company's 2000 Annual Report on Form 10-K405. PART I - FINANCIAL INFORMATION Item 1. Financial Statements CONSOLIDATED STATEMENTS OF EARNINGS (Thousands, except per share amounts)
For the Three Months For the Six Months Ended December 31, Ended December 31, -------------------- ------------------- 2000 1999 2000 1999 -------- -------- -------- -------- Net sales $ 32,731 $ 22,362 $ 56,663 $ 40,965 Cost of good sold 19,120 12,515 33,083 23,522 -------- -------- -------- -------- Gross profit 13,611 9,847 23,580 17,443 Selling, general and administrative expenses 6,254 5,001 11,645 9,351 Research, development and engineering expenses 4,216 2,285 7,471 4,421 Amortization of goodwill and other intangibles 200 403 399 806 Nonrecurring acquisition related charges (1) 0 2,340 0 2,340 -------- -------- -------- -------- Operating (loss) profit 2,941 (182) 4,065 525 Other income (expense): Interest income 268 255 551 555 Miscellaneous income (expense), net (146) 11 174 70 -------- -------- -------- -------- 122 266 377 485 -------- -------- -------- -------- Earnings before income taxes and minority interest 3,063 84 4,442 1,010 Income tax expense 1,041 960 1,510 1,314 -------- -------- -------- -------- Earnings (loss) before minority interest 2,022 (876) 2,932 (304) Minority interest 117 73 210 73 -------- -------- -------- -------- Net earnings (loss) (note 4) $ 1,905 $ (949) $ 2,722 $ (377) ======== ======== ======== ======== Earnings (loss) per share: Basic (2) $ .13 $ (.08) $ .19 $ (.03) ======== ======== ======== ======== Diluted (2) $ .13 $ (.08) $ .18 $ (.03) ======== ======== ======== ======== Weighted average number of shares: Basic 14,359 11,938 14,329 11,905 ======== ======== ======== ======== Diluted 15,123 11,938 15,166 11,905 ======== ======== ======== ========
(1) Nonrecurring acquisition related charges of $2,340,000 for both the three and six months ended December 31, 2000 represent non-cash compensation charges related to stock options. (2) The difference between basic shares outstanding and diluted shares outstanding is the assumed conversion of common stock equivalents (stock options) in the amounts of 764,000 in the three months ended December 31, 2000 and 837,000 in the six months ended December 31, 2000. For the three and six months ended December 31, 1999, the Company recorded a loss and all common stock equivalents were excluded from the computation because of the anti-dilutive effect on earnings per share. CONSOLIDATED BALANCE SHEETS As of December 31, 2000 and June 30, 2000 (Thousands, except share amounts) ASSETS December 31, June 30, 2000 2000 --------- --------- Current assets: Cash and cash equivalents $ 9,350 $ 15,598 Marketable securities 7,292 8,268 Receivables 22,031 20,138 Inventories: Raw materials and manufactured parts 11,805 7,034 Work in process 6,051 3,471 Finished goods 1,724 1,374 --------- --------- Total inventories 19,580 11,879 --------- --------- Costs in excess of billings 2,276 5,743 Income taxes receivable 2,256 866 Prepaid expenses and taxes 439 1,173 Deferred income taxes 9,149 9,020 --------- --------- Total current assets 72,373 72,685 --------- --------- Property, plant and equipment, at cost 50,673 37,991 Less accumulated depreciation 21,141 19,498 --------- --------- Net property, plant and equipment 29,532 18,493 --------- --------- Goodwill and other intangible assets, net 4,765 3,078 Other assets 436 906 --------- --------- Total assets $ 107,106 $ 95,162 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 10,595 $ 8,380 Accrued salary and wages 2,695 3,485 Other accrued liabilities 4,035 4,270 --------- --------- Total current liabilities 17,325 16,135 --------- --------- Long-term debt 5,079 84 Deferred income taxes 262 271 Minority interest 654 443 Stockholders' equity: Common stock, $.10 par value per share: 40,000,000 shares authorized; 14,609,894 1,461 1,444 shares issued (14,441,231 at June 30, 2000) Additional paid-in capital 71,339 68,304 Retained earnings (note 4) 11,777 9,055 Currency translation effects (399) (182) Net unrealized (loss) on marketable securities (91) (91) --------- --------- 84,087 78,530 Less treasury stock, at cost; 207,600 shares 301 301 --------- --------- Total stockholders' equity 83,786 78,229 --------- --------- Total liabilities and stockholders' equity $ 107,106 $ 95,162 ========= ========= CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended December 31, 2000 and 1999 (Thousands of dollars)
2000 1999 -------- -------- Cash (used for) provided by operating activities: Net earnings (loss) (note 4) $ 2,722 $ (377) Adjustments to reconcile net earnings to cash provided by (used for) operating activities: Depreciation and amortization 2,042 2,548 Deferred income taxes (185) 0 Loss on disposal of assets 0 54 Non-cash compensation charges related to stock options 0 2,340 Changes in operating accounts: Receivables (1,893) (5,680) Costs in excess of billings 3,466 (866) Inventories (7,701) 794 Prepaid expenses 734 (314) Accounts payable and accrued expenses (360) 4,328 Minority interest 210 73 -------- -------- Net cash (used for) provided by operating activities (965) 2,900 -------- -------- Cash (used for) provided by investing activities: Additions to property, plant and equipment (12,682) (1,507) Sale (investment) in marketable securities 976 (248) Investment in other assets (1,616) (295) Proceeds from maturity of marketable securities 0 250 -------- -------- Net cash (used for) investing activities (13,322) (1,800) -------- -------- Cash provided by (used for) financing activities: Issuance of long-term debt 4,987 56 Exercise of employee stock options 3,052 532 Contributions from minority interest of consolidated subsidiaries 0 90 -------- -------- Net cash provided by financing activities 8,039 678 -------- -------- Net (decrease) in cash and cash equivalents (6,248) 1,778 Cash and cash equivalents, beginning of year 15,598 13,022 -------- -------- Cash and cash equivalents, end of period $ 9,350 $ 14,800 ======== ========
These interim financial statements should be read in conjunction with the financial statements and notes included in Zygo's June 30, 2000 Annual Report on Form 10-K405 including items incorporated by reference therein. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: PRINCIPLES OF CONSOLIDATION The consolidated balance sheet at December 31, 2000, the consolidated statements of earnings for the three months and six months ended December 31, 2000 and 1999, and the consolidated statements of cash flows for the six months ended December 31, 2000 and 1999 are unaudited but, in our opinion, include all adjustments, consisting only of normal recurring accruals, necessary for a fair statement of the results of the interim periods. The consolidated statements include the accounts of Zygo Corporation and all consolidated subsidiaries, including a consolidated joint venture, which we entered into in October 1999. The minority interest represents the 40% of the joint venture not owned by us. The consolidated financial statements included here for the period ended December 31, 1999 have been restated to reflect the May 2000 acquisition of Firefly Technologies, Inc. which was accounted for as a pooling of interests. The results of operations for the period ended December 31, 2000 are not necessarily indicative of the results to be expected for the full fiscal year. NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statements of financial position and measure those instruments at fair value. In addition, SFAS No. 133 permits hedge accounting when certain conditions are met. SFAS No. 133, as amended by SFAS No. 137 and No. 138, is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. This statement will not have a significant impact on us, as the Company does not significantly utilize derivatives or hedges. In December 1999, the Securities and Exchange Commission, or SEC, issued Staff Accounting Bulletin No. 101, which summarizes views of the SEC staff in applying accounting principles generally accepted in the United States to revenue recognition in financial statements. Subsequently, the SEC issued SAB No. 101A and SAB No. 101B, "Amendment: Revenue Recognition in Financial Statements," that delays the implementation date of certain provisions of SAB No. 101. Management currently is evaluating the impact, if any, that this SAB will have on our results of operations or financial position and expects to adopt it in the fourth quarter of this fiscal year. In March 2000, the FASB issued Interpretation No. 44, "Accounting for Certain Transactions Involving Stock Compensation, an interpretation of APB Opinion No. 25." The Interpretation answers questions dealing with APB No. 25 implementation practice issues. Interpretation No. 44 is being applied prospectively to new awards, modifications to outstanding awards, and changes in employee status on or after July 1, 2000, except as follows: (a) requirements related to the definition of an employee apply to new awards granted after December 15, 1998; (b) modifications that directly or indirectly reduce the exercise price of an award apply to modifications made after December 15, 1998; and (c) modifications to add a reload feature to an award apply to modifications made after January 12, 2000. Financial statements for periods prior to July 1, 2000 will not be affected. The adoption of Interpretation No. 44 did not have a material impact on our results of operations or financial position. In September 2000, the FASB's Emerging Issues Task Force released its discussion on EITF Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs." EITF No. 00-10 sets forth guidance on how a seller of goods should classify in the income statement (a) amounts billed to a customer for shipping and handling and (b) costs incurred for shipping and handling. The consensus guidance must be adopted by the fourth quarter of our fiscal year 2001. Management is in the process of evaluating this standard, but believes that any effect will generally be limited to the form and content of our financial statement disclosures. NOTE 3: SEGMENT INFORMATION Under the criteria established by SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," we operate in three principal business segments globally. These segments are based on the markets served by us: Semiconductor; Industrial; and Telecommunications. The segment data is presented below in a manner consistent with our management's internal measurement of the business.
Three Months Ended December 31, 2000 (Thousands of dollars) Semiconductor Industrial Telecommunications Total ------------- ---------- ------------------ ----- Sales $20,713 $8,649 $3,369 $32,731 Gross Profit 8,868 3,330 1,413 13,611 Gross Profit as a % Sales 43% 39% 42% 42% Six Months Ended December 31, 2000 (Thousands of dollars) Semiconductor Industrial Telecommunications Total ------------- ---------- ------------------ ----- Sales $35,803 $16,167 $4,693 $56,663 Gross Profit 15,094 6,471 2,015 23,580 Gross Profit as a % Sales 42% 40% 43% 42%
Export sales by geographic area were as follows: Three Months Six Months Ended December 31, Ended December 31, ------------------- ------------------- 2000 1999 2000 1999 ------- ------- ------- ------- (Thousands of dollars) Far East: Japan $11,590 $ 4,412 $16,787 $ 8,012 Pac Rim 2,279 2,679 4,329 5,309 ------- ------- ------- ------- Total Far East 13,869 7,091 21,116 13,321 Europe and other 3,122 3,211 5,304 4,915 ------- ------- ------- ------- Total $16,991 $10,302 $26,420 $18,236 ======= ======= ======= ======= NOTE 4: COMPREHENSIVE INCOME Comprehensive income totaled $1,983,000 and $2,505,000 in the three months and six months ended December 31, 2000, respectively, compared to comprehensive loss of ($1,062,000) and ($452,000) in the comparable prior year periods. Comprehensive income is defined as net income plus non-stockholder direct adjustments to stockholders' equity which consist of foreign currency translation adjustments and adjustments for the net unrealized gains (losses) related to our marketable equity securities. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The second quarter 2001 earnings release issued on January 18, 2001 by Zygo Corporation and the 10-Q previously filed included comparable financial information for the three and six months ended December 31, 1999 which inadvertently did not include the nonrecurring charges recorded during December 1999 of $2,340,000. These nonrecurring non-cash compensation costs related to stock options held by shareholders of Firefly Technologies, Inc., which was merged with Zygo Corporation in a pooling-of-interest transaction in May 2000. The Form 10-Q for the quarter ended December 31, 1999 was correct as filed since the restatement related to the pooling-of-interest transaction occurred in a subsequent period. The nonrecurring charges were properly reported in Zygo's Annual Report on Form 10-K405 for year ended June 30, 2000. No changes are being made to 2001 financial information previously filed. The following disclosures have been amended to include discussion of these December 1999 nonrecurring charges for comparisons with fiscal 2001 results. Results of Operations Net sales of $32,731,000 for the three months and $56,663,000 for the six months ended December 31, 2000, increased by $10,369,000, or 46% and $15,698,000, or 38%, respectively from the net sales in the comparable prior year periods. Fiscal 2001 net sales in the semiconductor segment for the second quarter were $20,713,000, an increase of $5,623,000, or 37%, from the first quarter; net sales in the industrial segment were $8,649,000, an increase of $1,131,000, or 15%, from the first quarter; and net sales in the telecommunications segment were $3,369,000, an increase of $2,045,000, or 154%, from the first quarter. Gross profit for the three months and six months ended December 31, 2000, amounted to $13,611,000 and $23,580,000, respectively, an increase of $3,764,000 and $6,137,000 from the comparable prior year periods. The increases in gross profit dollars were primarily due to the increase in sales volume. Gross profit as a percentage of net sales for the quarter and six months ended December 31, 2000, both amounted to 42%, a decrease of two and one percent, from gross profit as a percentage of net sales of 44% and 43%, respectively, for the three- and six-month periods ended December 31, 1999. Selling, general and administrative expenses of $6,254,000 and $11,645,000, respectively, in the three months and six months ended December 31, 2000, increased by $1,253,000, or 25%, and $2,294,000 or 25%, respectively, from the same periods the year earlier, primarily as a result of an increased sales infrastructure, as well as increased spending on our telecommunications business. As a percentage of net sales, selling, general and administrative expenses in the three- and six-month periods ended December 31, 2000 were 19% and 21%, respectively, as compared to 22% and 23%, respectively, from the same prior year periods. Research, development and engineering expenses ("R&D") amounted to $4,216,000 or 13% of net sales and $7,471,000 or 13%, respectively, for the three- and six-month periods ended December 31, 2000. In the comparable three- and six-month periods in the prior year, R&D expenses totaled $2,285,000 or 10% and $4,421,000 or 11% of net sales, respectively. The investment in R&D primarily was due to increased expenditures related to original equipment manufacturer opportunities in the semiconductor area and also to the development of prototypes for major users in the optical module market. We did not record any nonrecurring charges in the three and six months ended December 31, 2000. Nonrecurring acquisition related charges of $2,340,000 in both the three and six months ended December 31, 1999 were recorded as a result of the acquisition of Firefly Technologies, Inc. The nonrecurring charges were for non-cash compensation charges resulting from the difference in the Firefly stock option exercise price and the deemed fair market value on the date of grant for financial statement purposes. Our operating profit in the three months ended December 31, 2000 was $2,941,000, as compared to an operating loss of ($182,000) in the three months ended December 31, 1999. Excluding nonrecurring charges for the three months ended December 31, 1999, the operating profit was $2,158,000. Our operating profit in the six months ended December 31, 2000 was $4,065,000, as compared to operating profit of $525,000 in the comparable prior year period. Excluding nonrecurring charges for the six months ended December 31, 1999, the operating profit was $2,865,000. We recorded net income of $1,905,000 in the three months ended December 31, 2000, as compared to an operating loss of ($949,000) in the three months ended December 31, 1999. The net earnings on a diluted per share basis were $.13 for the three months ended December 31, 2000, compared with ($.08) in the comparable prior year period. Excluding nonrecurring charges for the three months ended December 31, 1999, our net income was $1,391,000, or $.11 per share. We recorded net income of $2,722,000, or $.18 per share, for the six months ended December 31, 2000, as compared to an operating loss of ($377,000), or ($.03) per share, in the comparable prior year period. Excluding nonrecurring charges for the six months ended December 31, 1999, our net income was $1,963,000, or $.15 per share. The fully diluted weighted average number of shares outstanding for the three and six months ended December 31, 2000 were 15,123,000 and 15,166,000, respectively, as compared to 11,938,000 and 11,905,000 in the prior year periods. Financial Condition At December 31, 2000, working capital was $55,048,000, a decrease of $1,502,000 from the amount at June 30, 2000. At December 31, 2000, we had cash and cash equivalents of $9,350,000 and marketable securities of $7,292,000 for a total of $16,642,000, a decrease of $7,224,000 from June 30, 2000. Accounts receivable increased by $1,893,000 and inventories increased by $7,701,000. Accounts payable increased by $2,215,000 and accrued liabilities decreased by $1,025,000. On December 1, 2000, we borrowed $5,000,000 to finance the acquisition of an 87,000 square foot facility in Westboro, Massachusetts. The financing currently consists of a bridge loan, which is expected to be converted to a long-term note. As of December 31, 2000, there were no borrowings outstanding under our $3,000,000 bank line of credit. Unused amounts under the line of credit are available for short-term working capital needs. Our backlog at December 31, 2000 totaled $65,922,000, a record for us and an increase of $9,443,000 or 17% from September 30, 2000 and an increase of $33,935,000 or 106% from the backlog at December 31, 1999 of $31,987,000. Orders for the quarter totaled $42,174,000 and consisted of $18,142,000 or 43% in the semiconductor segment, $8,647,000 or 21% in the industrial segment, and $15,385,000 or 36% in the telecommunications segment. The increase in our backlog in the first half of this fiscal year was primarily due to increased demand for capital equipment in the industrial and semiconductor markets and the inroads that we are making in the telecommunications market. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We develop products in the United States and market our products in North America, and to a lesser extent in the Asia Pacific and Europe regions. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. Because most of our revenues are currently denominated in U.S. dollars, a strengthening of the dollar could make our products less competitive in foreign markets. Our interest income and interest expense on our variable rate debt are sensitive to changes in the general level of U.S. interest rates, particularly since the majority of our investments and variable rate borrowings are relatively short-term instruments. Due to the short-term nature of our investments and variable rate borrowings, we do not believe that a material risk exposure exists. Forward Looking Statements This report contains forward looking statements, including, without limitation, statements concerning the future of the industry, product development, business strategy, continued acceptance and growth of our products and dependence on significant customers. These statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from expectations. These uncertainties include, but are not limited to, general economic conditions, competitive conditions in markets served by us, most notably high technology markets such as semiconductor and telecommunications, and economic and political developments in countries where we conduct business. PART II ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Stockholders was held on November 15, 2000. The following matters were submitted to a vote of the Company's stockholders: Proposal No. 1 - Election of Board of Directors The following individuals, all of whom were Zygo Corporation directors immediately prior to the vote, were elected as a result of the following vote: For Against John Berg 10,631,133 47,077 Paul F. Forman 10,644,244 33,966 R. Clark Harris 10,640,302 37,908 Seymour E. Liebman 10,641,103 37,107 Robert G. McKelvey 10,503,757 174,453 J. Bruce Robinson 10,004,447 673,763 Patrick Tan 10,644,548 33,662 Robert B. Taylor 10,581,187 97,023 Carl A. Zanoni 10,582,001 96,209 Proposal No. 2 - Employee Stock Purchase Plan The Zygo Corporation Employee Stock Purchase Plan was adopted as a result of the following vote:. For 10,106,872 Against 559,283 Abstain 12,055 There were no other matters submitted to a vote of our stockholders. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS 27. Financial Data Schedule. (b) 99.1 Purchase and Sale Agreement for 20 Walkup Drive, Westborough, Massachusetts, dated October 27, 2000 between Zygo TeraOptix and Cathartes Holdings, LLC. 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 thereunto duly authorized. Zygo Corporation -------------------------- (Registrant) /s/ J. BRUCE ROBINSON -------------------------------------- J. Bruce Robinson President and Chief Executive Officer /s/ RICHARD M. DRESSLER -------------------------------------- Richard M. Dressler Vice President Finance, Treasurer, and Chief Financial Officer Date: May 15, 2001 EXHIBIT INDEX Exhibit Description Page ------- ----------- ---- 27 Financial Data Schedule for the quarterly report on Form 10-Q for the period ended December 31, 2000. 99.1 Purchase and Sale Agreement for 20 Walkup Drive, Westborough, Massachusetts, dated October 27, 2000 between Zygo TeraOptix and Cathartes Holdings, LLC.