-----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, OkGhestaEKsXLLs4xU2PrkKEP7kgSlcb0mDYk6JK11miqVbDUHawyF3SL/xcS8lK EM8fZgh8cLHy/FkHCs2yTQ== 0000950117-05-000356.txt : 20050127 0000950117-05-000356.hdr.sgml : 20050127 20050127160547 ACCESSION NUMBER: 0000950117-05-000356 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050127 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050127 DATE AS OF CHANGE: 20050127 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: 05553951 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 a39134.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) January 27, 2005 ------------------------------ 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 January 27, 2005, Zygo Corporation announced its financial results for the second quarter ended December 31, 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 January 27, 2005. 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: January 27, 2005 By: /s/ J. Bruce Robinson --------------------------------- Name: J. Bruce Robinson Title: Chairman, President and Chief Executive Officer EXHIBIT INDEX 99.1 Press Release, dated January 27, 2005, issued by Zygo Corporation announcing its financial results for the second quarter ended December 31, 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 FISCAL 2005 Q2 EARNINGS AND SALES INCREASE STRONGLY OVER PRIOR YEAR --- RECORD BACKLOG OF $64.9 MILLION--- MIDDLEFIELD, CT, JANUARY 27, 2005 - Zygo Corporation (NASDAQ: ZIGO), a worldwide leader in optical metrology instruments, precision optics, and electro-optical design and manufacturing services serving the semiconductor and industrial markets, today announced earnings from continuing operations for the second quarter of fiscal 2005 of $2.5 million, or $0.14 per diluted share, as compared with earnings from continuing operations of $0.9 million, or $0.05 per diluted share, for the same period in fiscal 2004. For the first half of fiscal 2005, the Company recorded earnings from continuing operations of $3.9 million, or $0.21 per diluted share, compared with earnings from continuing operations of $0.3 million, or $0.01 per diluted share for the first half of fiscal 2004. Net sales for the second quarter of fiscal 2005 increased 30% to $36.0 million as compared with the prior year second quarter. Net sales for the first half of fiscal 2005 increased 23% to $63.6 million as compared with the first half of fiscal 2004. Backlog at December 31, 2004 totaled $64.9 million, an increase of $3.5 million, or 6%, from September 30, 2004 and increased $19.1 million, or 42%, from December 26, 2003. Orders for the second quarter of fiscal 2005 increased 9% to $39.6 million as compared with the second quarter of fiscal 2004. Orders from the Company's semiconductor segment accounted for 51% of the orders received, with the industrial segment accounting for 49% of the orders. "Our second fiscal quarter proved to be a solid one," said Bruce Robinson, ZYGO Chairman and Chief Executive. "Consistent with our overall strategy, we continue to experience strong sales and order growth in our industrial segment. In addition, orders from our semiconductor segment increased substantially from our first quarter performance." "Flat panel display metrology and opto-mechanical components for the medical market were major contributors to this strong order rate," Mr. Robinson explained. "With our record backlog, we maintain a positive outlook." 5 "In summary," Mr. Robinson concluded, "our strategy of using our core technologies to expand into new markets and secure new customers appears to be taking hold. Our new initiatives in the flat panel market and custom optical assembly continue to grow. In addition, we are experiencing an increase in demand from several of our newer customers in our Metrology and Precision Positioning Solutions business units in the semiconductor segment." Including a loss from discontinued operations, the Company recorded net earnings of $2.3 million, or $0.13 per diluted share, for the second quarter of fiscal 2005 as compared with a net loss of $1.0 million, or $0.05 per diluted share, for the second quarter of fiscal 2004. For the first half of fiscal 2005, the Company recorded net earnings of $3.6 million, or $0.20 per diluted share, which included a loss from discontinued operations of $0.2 million, or $0.01 per diluted share. This compares with a net loss of $1.8 million, or $0.10 per diluted share, for the first half of fiscal 2004, which included a loss from discontinued operations of $2.1 million, or $0.11 per diluted share. Additional highlights for the second quarter of fiscal 2005 included: o The signing of a multi-million dollar amendment to a development agreement with one of the Company's major customers. o Two additional flat panel orders totaling over $5.0 million. One of these orders was from a new customer. o Increased orders for our optical systems business, including an additional $1.3 million order for the production of a laser surgery system. Note: ZYGO's teleconference to discuss the results of the second quarter of fiscal 2005 will be held at 6 PM Eastern Standard Time on January 27, 2005 and can be accessed by dialing 800-473-0602. 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 markets. 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, risks in 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. 6 Zygo Corporation and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) (Thousands, except per share amounts)
Three Months Ended Six Months Ended -------------------------------- -------------------------------- December 31, December 26, December 31, December 26, 2004 2003 2004 2003 ------------- -------------- -------------- -------------- Net sales Products $ 33,530 $ 23,759 $ 59,413 $ 43,571 Development services 2,477 3,895 4,172 8,330 ------------- -------------- -------------- -------------- 36,007 27,654 63,585 51,901 ------------- -------------- -------------- -------------- Cost of goods sold Products 21,024 14,360 36,193 27,172 Development services 1,725 2,907 3,021 6,565 ------------- -------------- -------------- -------------- 22,749 17,267 39,214 33,737 ------------- -------------- -------------- -------------- Gross profit 13,258 10,387 24,371 18,164 Selling, general, and administrative expenses 5,723 5,606 11,382 11,444 Research, development, and engineering expenses 3,672 3,310 6,880 6,619 ------------- -------------- -------------- -------------- Operating profit 3,863 1,471 6,109 101 ------------- -------------- -------------- -------------- Other income: Interest income 175 215 354 419 Miscellaneous income, net 243 30 214 75 ------------- -------------- -------------- -------------- Total other income 418 245 568 494 ------------- -------------- -------------- -------------- Earnings from continuing operations before income taxes and minority interest 4,281 1,716 6,677 595 Income tax expense (1,542) (674) (2,404) (226) Minority interest (275) (114) (397) (104) ------------- -------------- -------------- -------------- Earnings from continuing operations 2,464 928 3,876 265 ------------- -------------- -------------- -------------- Discontinued TeraOptix operations, net of tax (49) (719) (110) (881) Charges and adjustments on the disposal of TeraOptix, net of tax (114) (1,193) (118) (1,193) ------------- -------------- -------------- -------------- Loss from discontinued operations (163) (1,912) (228) (2,074) ------------- -------------- -------------- -------------- Net earnings (loss) $ 2,301 $ (984) $ 3,648 $ (1,809) ============= ============== ============== ============== Basic - Earnings (loss) per share: Continuing operations $ 0.14 $ 0.05 $ 0.22 $ 0.01 Discontinued operations $ (0.01) $ (0.10) $ (0.02) $ (0.11) ------------- -------------- -------------- -------------- Net earnings (loss) $ 0.13 $ (0.05) $ 0.20 $ (0.10) ============= ============== ============== ============== Diluted - Earnings (loss) per share: Continuing operations $ 0.14 $ 0.05 $ 0.21 $ 0.01 Discontinued operations $ (0.01) $ (0.10) $ (0.01) $ (0.11) ------------- -------------- -------------- -------------- Net earnings (loss) $ 0.13 $ (0.05) $ 0.20 $ (0.10) ============= ============== ============== ============== Weighted average shares outstanding: Basic shares 17,930 17,785 17,926 17,732 ============= ============== ============== ============== Diluted shares 18,130 18,355 18,099 18,163 ============= ============== ============== ==============
7 Zygo Corporation and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited)
(Thousands of dollars) December 31, 2004 June 30, 2004 ------------------- ------------------ Assets Current assets: Cash and cash equivalents $ 16,579 $ 17,462 Marketable securities 10,820 8,428 Receivables, net 23,590 26,338 Inventories 31,249 21,547 Prepaid expenses 1,535 1,915 Deferred income taxes 3,267 3,999 Assets from discontinued unit held for sale 1,833 2,012 ------------------- ------------------ Total current assets 88,873 81,701 Marketable securities 7,977 8,503 Property, plant, and equipment, net 30,440 27,433 Deferred income taxes 30,201 31,738 Intangible assets, net 5,246 4,999 Other assets 996 1,078 ------------------- ------------------ Total assets $ 163,733 $ 155,452 =================== ================== Liabilities and Stockholders' Equity Current liabilities: Payables $ 12,050 $ 10,384 Accrued expenses and progress payments 13,139 10,798 Income taxes payable 1,824 2,038 ------------------- ------------------ Total current liabilities 27,013 23,220 Other long-term liabilities 226 350 Minority interest 1,635 1,238 Stockholders' equity 134,859 130,644 ------------------- ------------------ Total liabilities and stockholders' equity $ 163,733 $ 155,452 =================== ==================
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