-----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, P/tr8RT+KTximMd/vxKClbvLmjbsnW0/9HLqqHmZMct75CqPoQLCe/77LAlx03Rj dC1RUyD6fcDECiu5P4J7fA== 0000950117-04-001571.txt : 20040428 0000950117-04-001571.hdr.sgml : 20040428 20040428164430 ACCESSION NUMBER: 0000950117-04-001571 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040428 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZYGO CORP CENTRAL INDEX KEY: 0000730716 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 060864500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12944 FILM NUMBER: 04761041 BUSINESS ADDRESS: STREET 1: LAUREL BROOK RD CITY: MIDDLEFIELD STATE: CT ZIP: 06455 BUSINESS PHONE: 8603478506 MAIL ADDRESS: STREET 1: LAUREL BROOK ROAD CITY: MIDDLEFIELD STATE: CT ZIP: 06455 8-K 1 a37566.txt ZYGO CORPORATION 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) Date of Report (Date of earliest event reported) April 28, 2004 ---------------------- ZYGO CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 0-12944 06-0964500 - ------------------------------- ---------------- -------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation File Number) Identification No.) Laurel Brook Road, Middlefield, CT 06455-0448 - ------------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (860) 347-8506 --------------------------- Not Applicable (Former Name or Former Address, if Changed Since Last Report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Zygo Corporation Earnings Press Release, dated April 28, 2004. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On April 28, 2004, Zygo Corporation announced its financial results for the third quarter and nine months ended March 26, 2004. 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. 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: April 28, 2004 By: /s/ J. Bruce Robinson -------------------------------- Name: J. Bruce Robinson Title: Chairman, President and Chief Executive Officer EXHIBIT INDEX 99.1 Press Release, dated April 28, 2004, issued by Zygo Corporation announcing its financial results for the third quarter and nine months ended March 26, 2004. EX-99 2 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Walter Shephard Vice President, Finance, Chief Financial Officer, and Treasurer Voice: 860-704-3955 inquire@zygo.com For Immediate Release ZYGO ANNOUNCES FISCAL 2004 THIRD QUARTER RESULTS MIDDLEFIELD, CONNECTICUT (APRIL 28, 2004).....Zygo Corporation (NASDAQ: ZIGO) The Company recorded earnings from continuing operations of $1.0 million, or $0.05 per diluted share, for the third quarter of fiscal 2004, as compared with earnings from continuing operations of $0.8 million, or $0.04 per diluted share, for the third quarter of fiscal 2003. For the first nine months of fiscal 2004, the Company recorded earnings from continuing operations of $1.2 million, or $0.07 per diluted share, as compared with earnings from continuing operations of $0.3 million, or $0.02 per diluted share, for the first nine months of fiscal 2003. Backlog at March 26, 2004 totaled $49.0 million, an increase of $3.2 million, or 7%, from $45.8 million at December 26, 2003 and increased $11.8 million, or 32% from $37.2 million at June 30, 2003. Orders for the third quarter of fiscal 2004 totaled $31.6 million. Orders by segment for the third quarter of fiscal 2004 consisted of $18.9 million, or 60%, in the semiconductor segment and $12.7 million, or 40%, in the industrial segment. Net sales of $28.4 million for the third quarter of fiscal 2004 decreased by $0.6 million, or 2%, from the comparable prior year period of $29.0 million. Net sales of $80.3 million for first nine months of fiscal 2004 increased by $4.6 million, or 6%, from the comparable prior year period of $75.7 million. Our net sales for the third quarter and first nine months of fiscal 2004 included $5.0 million and $13.3 million, respectively, from development service agreements, as compared with $6.6 million and $13.7 million for the third quarter and first nine months of fiscal 2003, respectively. Delivery under the first agreement is expected to be in July 2004. We have signed an additional agreement letter that has allowed us to begin a new development project with the expectation that a follow-on contract will be signed by the fall of this year. For the third quarter of fiscal 2004, net sales in the semiconductor segment were $18.0 million, or 63% of total net sales, as compared with $17.8 million, or 61%, in the prior year period and net sales in the industrial segment were $10.4 million, or 37% of total net sales, as compared with $11.2 million, or 39%, in the prior year period. For the first nine months of fiscal 2004, net sales in the semiconductor segment were $46.4 million, or 58% of total net sales, as compared with $44.1 million, or 58%, in the prior year period and net sales in the industrial segment were $33.9 million, or 42% of total net sales, as compared with $31.6 million, or 42%, in the prior year period. 1 The Company recorded net earnings of $0.3 million, or $0.02 per diluted share, for the third quarter of fiscal 2004 as compared with net earnings of $0.5 million, or $0.03 per diluted share, for the third quarter of fiscal 2003. For the first nine months of fiscal 2004, the Company recorded a net loss of $1.5 million, or $0.08 per diluted share, as compared with a net loss of $11.2 million, or $0.63 per diluted share, for the first nine months of fiscal 2003. The net loss for the first nine months of fiscal 2004 and fiscal 2003 include the loss from discontinued operations of our TeraOptix unit of $2.7 million and $11.5 million, respectively. As previously announced, the Company discontinued its telecommunications TeraOptix business unit in September of 2002. Accordingly, the results of TeraOptix, net of tax, and charges on the disposal of the business, net of tax, have been recorded as separate line items for all periods presented on the statements of operations. All continuing operations line items presented exclude TeraOptix results. Gross profit for the third quarter of fiscal 2004 totaled $9.4 million, a decrease of $0.1 million, or 1%, from $9.5 million in the third quarter of fiscal 2003. Gross profit as a percentage of sales for the third quarters of fiscal 2004 and fiscal 2003 was 33%. Gross profit for the first nine months of fiscal 2004 totaled $27.6 million, an increase of $1.7 million, or 7%, from $25.9 million in the first nine months of fiscal 2003. Gross profit as a percentage of sales for both the first nine months of fiscal 2004 and fiscal 2003 was 34%. Gross profit included $0.9 million and $2.6 million for the third quarter and first nine months of fiscal 2004, respectively, from the development service agreements, as compared with $1.3 million and $2.8 million for the third quarter and first nine months of fiscal 2003, respectively,. The Company maintained cash, cash equivalents, and marketable securities at March 26, 2004 totaling $34.1 million compared with $36.4 million at December 26, 2003. The decrease of $2.3 million was primarily due to an increase in accounts receivable related to the development service agreements and a decrease in accounts payable. Management's View The third quarter met our expectations with a slightly better than estimated order rate. The order rate has been running 20% above last year and the backlog at $49.0 million is our highest since June 2001. Order strength was evident across all regions with the exception of Europe, which is not expected to recover before the end of calendar 2004. We signed an agreement letter to enter the second phase of the development project with the first phase scheduled for a July 2004 delivery. Our momentum is continuing with the recent release of two new products. These new products expand our product offerings in the semiconductor and commercial optics segments. Initial feedback has been positive and we are optimistic that these new products will gain acceptance in their respective markets. In addition, we continue to receive orders for our Flat Panel Photo Spacer Metrology Tools, which are used for topography measurement of photo spacers critical to the flat panel assembly process. We expect to start realizing revenue on these orders in the first quarter of fiscal 2005. 2 ZYGO's teleconference to discuss the results of the third quarter of fiscal 2004 will be held at 6 PM Eastern Standard Time on April 28, 2004 and can be accessed by dialing 800-670-3547. This call is web cast live on ZYGO's web site at www.zygo.com. The call may also be accessed for 30 days following the teleconference. Zygo Corporation (NASDAQ: ZIGO), headquartered in Middlefield, Connecticut, is a worldwide supplier of optical metrology instruments, precision optics, and electro-optical design and manufacturing services, serving customers in the semiconductor capital equipment and industrial industries. See ZYGO's web site at www.zygo.com for additional information. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT INCLUDED IN THIS NEWS RELEASE REGARDING OUR FINANCIAL POSITION, BUSINESS STRATEGY, PLANS, ANTICIPATED GROWTH RATES, AND OBJECTIVES OF MANAGEMENT OF THE COMPANY FOR FUTURE OPERATIONS ARE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE INTENDED TO PROVIDE MANAGEMENT'S CURRENT EXPECTATIONS OR PLANS FOR THE FUTURE OPERATING AND FINANCIAL PERFORMANCE OF THE COMPANY BASED UPON INFORMATION CURRENTLY AVAILABLE AND ASSUMPTIONS CURRENTLY BELIEVED TO BE VALID. FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF WORDS SUCH AS "ANTICIPATE," "BELIEVE," "ESTIMATE," "EXPECT," "INTEND," "PLANS," "STRATEGY," "PROJECT," AND OTHER WORDS OF SIMILAR MEANING IN CONNECTION WITH A DISCUSSION OF FUTURE OPERATING OR FINANCIAL PERFORMANCE. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY THE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS. AMONG THE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL EVENTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS ARE FLUCTUATIONS IN CAPITAL SPENDING IN THE SEMICONDUCTOR INDUSTRY, FLUCTUATIONS IN NET SALES TO OUR MAJOR CUSTOMER, MANUFACTURING AND SUPPLIER RISKS, DEPENDENCE ON NEW PRODUCT DEVELOPMENT, RAPID TECHNOLOGICAL AND MARKET CHANGE, INTERNATIONAL OPERATIONS, DEPENDENCE ON PROPRIETARY TECHNOLOGY AND KEY PERSONNEL, LENGTH OF THE SALES CYCLE, ENVIRONMENTAL REGULATIONS, AND CHANGES IN EXPECTED COSTS OF DISCONTINUED OPERATIONS. FURTHER INFORMATION ON POTENTIAL FACTORS THAT COULD AFFECT ZYGO CORPORATION'S BUSINESS IS DESCRIBED IN OUR REPORTS ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING OUR FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 2003. 3 Zygo Corporation and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited)
(Thousands, except per share amounts) Three Months Ended Nine Months Ended --------------------------------- -------------------------------- March 26, March 28, March 26, March 28, 2004 2003 2004 2003 ---------------- ------------- ---------------- ------------ Net sales $ 28,433 $ 29,010 $ 80,334 $ 75,729 Cost of goods sold 19,031 19,508 52,768 49,866 ---------------- ------------- ---------------- ------------ Gross profit 9,402 9,502 27,566 25,863 Selling, general, and administrative expenses 5,358 5,716 16,802 16,574 Research, development, and engineering expenses 2,725 2,510 9,344 8,696 ---------------- ------------- ---------------- ------------ Operating profit 1,319 1,276 1,420 593 Other income, net 357 112 851 437 ---------------- ------------- ---------------- ------------ Earnings from continuing operations before income taxes and minority interest 1,676 1,388 2,271 1,030 Income tax expense (637) (515) (863) (384) Minority interest, net of tax (71) (93) (175) (324) ---------------- ------------- ---------------- ------------ Earnings from continuing operations 968 780 1,233 322 ---------------- ------------- ---------------- ------------ Discontinued TeraOptix operations, net of tax (340) (338) (1,221) (2,482) Charges and adjustments on the disposal of TeraOptix, net of tax (327) 39 (1,520) (9,079) ---------------- ------------- ---------------- ------------ Loss from discontinued operations (667) (299) (2,741) (11,561) ---------------- ------------- ---------------- ------------ Net earnings (loss) $ 301 $ 481 $ (1,508) $ (11,239) ================ ============= ================ ============ Basic - Earnings (loss) per share: Continuing operations $ 0.05 $ 0.04 $ 0.07 $ 0.02 ================ ============= ================ ============ Discontinued operations $ (0.03) $ (0.01) $ (0.15) $ (0.66) ================ ============= ================ ============ Net earnings (loss) $ 0.02 $ 0.03 $ (0.08) $ (0.64) ================ ============= ================ ============ Diluted - Earnings (loss) per share: Continuing operations $ 0.05 $ 0.04 $ 0.07 $ 0.02 ================ ============= ================ ============ Discontinued operations $ (0.03) $ (0.01) $ (0.15) $ (0.65) ================ ============= ================ ============ Net earnings (loss) $ 0.02 $ 0.03 $ (0.08) $ (0.63) ================ ============= ================ ============ Weighted average number of shares: Basic shares 17,858 17,560 17,775 17,527 ================ ============= ================ ============ Diluted shares 18,422 17,738 18,248 17,708 ================ ============= ================ ============
4 Zygo Corporation and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited)
(Thousands of dollars) March 26, 2004 June 30, 2003 --------------------- ------------------ Assets Current assets: Cash and cash equivalents $ 18,830 $ 31,209 Marketable securities 7,931 14,929 Receivables 19,808 12,868 Inventories 21,128 18,444 Prepaid expenses 1,234 1,791 Deferred income taxes 5,529 5,179 Assets from discontinued unit held for sale 9,595 11,899 --------------------- ------------------ Total current assets 84,055 96,319 Marketable securities 7,344 6,712 Property, plant, and equipment, net 27,265 26,648 Deferred income taxes 27,568 26,364 Intangible assets, net 4,821 4,464 Other assets 1,138 561 --------------------- ------------------ Total assets $ 152,191 $ 161,068 ===================== ================== Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ - $ 11,374 Payables 8,943 5,254 Accrued expenses and progress payments 7,804 11,060 Income taxes payable 1,593 1,750 --------------------- ------------------ Total current liabilities 18,340 29,438 Other long term liabilities 328 609 Minority interest 1,101 1,161 Stockholders' equity 132,422 129,860 --------------------- ------------------ Total liabilities and stockholders' equity $ 152,191 $ 161,068 ===================== ==================
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