-----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, EefMz1mcED1b//GJNulxhlvebbACN+uuVwU8r/KNrVs9pTqqkUDhgpGsN51a8leM aEtOCnfc5f4+Hf59XfHUGw== 0000950117-04-003714.txt : 20041028 0000950117-04-003714.hdr.sgml : 20041028 20041028160959 ACCESSION NUMBER: 0000950117-04-003714 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041028 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041028 DATE AS OF CHANGE: 20041028 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: 041102834 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 a38614.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) October 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) 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 [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On October 28, 2004, Zygo Corporation announced its financial results for the first quarter ended September 30, 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. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Zygo Corporation Earnings Press Release, dated October 28, 2004. 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: October 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 October 28, 2004, issued by Zygo Corporation announcing its financial results for the first quarter ended September 30, 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 2005 FIRST QUARTER RESULTS MIDDLEFIELD, CONNECTICUT (OCTOBER 28, 2004).....Zygo Corporation (NASDAQ: ZIGO) The Company recorded earnings from continuing operations of $1.4 million, or $0.08 per diluted share, for the first quarter of fiscal 2005, as compared with a loss from continuing operations of $0.7 million, or $0.04 per diluted share, for the first quarter of fiscal 2004. Net sales for the first quarter of fiscal 2005 increased 14% to $27.6 million as compared with the prior year first quarter. Backlog at September 30, 2004 totaled $61.4 million, an increase of $6.5 million, or 12%, from June 30, 2004 and increased $24.3 million, or 65%, from September 26, 2003. The Company recorded net earnings of $1.3 million, or $0.07 per diluted share, for the first quarter of fiscal 2005, which included a loss from discontinued operations of $0.1 million, or $0.01 per diluted share. This compares with a net loss of $0.8 million, or $0.05 per diluted share, for the first quarter of fiscal 2004, which included a loss from discontinued operations of $0.1 million, or $0.01 per diluted share. Orders for the first quarter of fiscal 2005 increased 41% to $34.1 million from the first quarter of fiscal 2004. Orders from the Company's semiconductor segment accounted for 32% of the orders received, with the industrial segment accounting for 68% of the orders. This reflects strong demand in our industrial segment which offset the impact of the capital spending slowdown that is prevalent across the semiconductor industry. Management's View "We are pleased with the financial results and the strength of the bookings in the first quarter," noted Bruce Robinson, President and Chief Executive Officer. "Earnings represented a $0.12 per diluted share turnaround from the first quarter of fiscal 2004. The backlog continued to climb and at $61.4 million is near record levels. The first quarter is normally seasonally weak and this year provided a positive change with orders at $34.1 million." Highlights for the First Quarter of fiscal 2005: o Gross profit remained above 40% for the second consecutive quarter reflecting ongoing success with factory cost reduction programs. o Book-to-bill ratio remained above 1.0 for the fourth straight quarter. o Flat panel orders were received from both Japan and Taiwan as our metrology products continue to receive high acceptance in that market. o Although we have seen a capital spending slowdown in the semiconductor market, the industrial segment of our business was very strong. ZYGO's teleconference to discuss the results of the first quarter of fiscal 2005 will be held at 6 PM Eastern Standard Time on October 28, 2004 and can be accessed by dialing 800-732-6079. 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 of our customers, 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, 2004. Zygo Corporation and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended ----------------------------- September 30, September 26, 2004 2003 ------------- ------------- Net sales Products $25,883 $19,812 Development services 1,695 4,435 ------- ------- 27,578 24,247 ------- ------- Cost of goods sold Products 15,168 12,813 Development services 1,297 3,657 ------- ------- 16,465 16,470 ------- ------- Gross profit 11,113 7,777 Selling, general, and administrative expenses 5,659 5,838 Research, development, and engineering expenses 3,208 3,309 ------- ------- Operating profit (loss) 2,246 (1,370) ------- ------- Other income (expense): Interest income 179 204 Miscellaneous income (expense), net (29) 45 ------- ------- Total other income 150 249 ------- ------- Earnings (loss) from continuing operations before income taxes and minority interest 2,396 (1,121) Income tax benefit (expense) (862) 448 Minority interest (122) 10 ------- ------- Earnings (loss) from continuing operations 1,412 (663) ------- ------- Discontinued TeraOptix operations, net of tax (61) (162) Charges and adjustments on the disposal of TeraOptix, net of tax (4) - ------- ------- Loss from discontinued operations (65) (162) ------- ------- Net earnings (loss) $ 1,347 $ (825) ======= ======= Basic - Earnings (loss) per share: Continuing operations $ 0.08 $ (0.04) Discontinued operations $ - $ (0.01) ------- ------- Net earnings (loss) $ 0.08 $ (0.05) ======= ======= Diluted - Earnings (loss) per share: Continuing operations $ 0.08 $ (0.04) Discontinued operations $ (0.01) $ (0.01) ------- ------- Net earnings (loss) $ 0.07 $ (0.05) ======= ======= Weighted average shares outstanding: Basic shares 17,923 17,678 ======= ======= Diluted shares 18,115 17,678 ======= =======
Zygo Corporation and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited)
(Thousands of dollars) September 30, 2004 June 30, 2004 ------------------ ------------- Assets Current assets: Cash and cash equivalents $ 15,796 $ 17,462 Marketable securities 9,173 8,428 Receivables, net 20,401 26,338 Inventories 26,713 21,547 Prepaid expenses 1,909 1,915 Deferred income taxes 3,471 3,999 Assets from discontinued unit held for sale 2,012 2,012 -------- -------- Total current assets 79,475 81,701 Marketable securities 9,495 8,503 Property, plant, and equipment, net 28,626 27,433 Deferred income taxes 31,086 31,738 Intangible assets, net 5,090 4,999 Other assets 1,075 1,078 -------- -------- Total assets $154,847 $155,452 ======== ======== Liabilities and Stockholders' Equity Current liabilities: Payables $ 10,424 $ 10,384 Accrued expenses and progress payments 8,602 10,798 Income taxes payable 2,059 2,038 -------- -------- Total current liabilities 21,085 23,220 Other long-term liabilities 244 350 Minority interest 1,360 1,238 Stockholders' equity 132,158 130,644 -------- -------- Total liabilities and stockholders' equity $154,847 $155,452 ======== ========
-----END PRIVACY-ENHANCED MESSAGE-----