10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(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, 2005

or

o 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 incorporation or organization)	(I.R.S. Employer 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.

x YES   o NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer  x Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o YES    x 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.

18,057,864 shares of Common Stock, $.10 Par Value, at February 1, 2006

1

FORWARD LOOKING STATEMENTS

All statements other than statements of historical fact included in this Form 10-Q Quarterly Report regarding our financial position, business strategy, plans, anticipated growth rates, and objectives of management for future operations (as well as these factors as they may apply to our customers, suppliers, and others with whom we have critical business relationships) are forward-looking statements. Forward-looking statements are intended to provide management’s current expectations or plans for the future operating and financial performance 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 stock price fluctuations. Further information on potential factors that could affect our business is described in our reports on file with the Securities and Exchange Commission, including our Form 10-K, as amended, for the fiscal year ended June 30, 2005.

2

PART I - Financial Information

Item 1. Financial Statements

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Thousands, except per share amounts)

	Three Months Ended December 31,						Six Months Ended December 31,
	2005			2004			2005			2004
Net sales
Products	$	38,212		$	33,530		$	68,833		$	59,413
Development services		5,611			2,477			9,572			4,172
		43,823			36,007			78,405			63,585
Cost of goods sold
Products		22,357			21,024			40,619			36,193
Development services		4,049			1,725			6,954			3,021
		26,406			22,749			47,573			39,214
Gross profit		17,417			13,258			30,832			24,371
Selling, general, and administrative expenses		8,159			5,723			14,570			11,382
Research, development, and engineering expenses		3,428			3,672			6,968			6,880
Operating profit		5,830			3,863			9,294			6,109
Other income:
Interest income		411			175			828			354
Miscellaneous income, net		88			243			216			214
Total other income		499			418			1,044			568
Earnings from continuing operations before income taxes and minority interest		6,329			4,281			10,338			6,677
Income tax expense		(2,142	)		(1,542	)		(3,665	)		(2,404	)
Minority interest		(360	)		(275	)		(510	)		(397	)
Earnings from continuing operations		3,827			2,464			6,163			3,876
Discontinued TeraOptix operations, net of tax		—			(49	)		—			(110	)
Charges and adjustments on the disposal of TeraOptix, net of tax		—			(114	)		—			(118	)
Loss from discontinued operations		—			(163	)		—			(228	)
Net earnings	$	3,827		$	2,301		$	6,163		$	3,648
Basic - Earnings (loss) per share:
Continuing operations	$	0.21		$	0.14		$	0.34		$	0.22
Discontinued operations		—			(0.01	)		—			(0.02	)
Net earnings	$	0.21		$	0.13		$	0.34		$	0.20
Diluted - Earnings (loss) per share:
Continuing operations	$	0.21		$	0.14		$	0.34		$	0.21
Discontinued operations		—			(0.01	)		—			(0.01	)
Net earnings	$	0.21		$	0.13		$	0.34		$	0.20
Weighted average shares outstanding:
Basic shares		18,031			17,930			18,022			17,926
Diluted shares		18,340			18,130			18,225			18,099

See accompanying notes to consolidated financial statements.

3

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Thousands of dollars, except share amounts)

	December 31, 2005			June 30, 2005
Assets
Current assets:
Cash and cash equivalents	$	13,457		$	20,949
Marketable securities		20,169			17,242
Receivables, net of allowance for doubtful accounts of $544 and $663, respectively		30,579			28,125
Inventories		32,980			33,727
Prepaid expenses		2,064			2,140
Deferred income taxes		9,537			8,895
Total current assets		108,786			111,078
Marketable securities		23,915			18,711
Property, plant, and equipment, net		31,540			31,420
Deferred income taxes		18,100			21,476
Intangible assets, net		5,892			5,638
Other assets		884			1,017
Total assets	$	189,117		$	189,340
Liabilities and Stockholders’ Equity
Current liabilities:
Payables	$	11,212		$	13,510
Accrued progress payments		18,515			21,846
Accrued salaries and wages		5,116			6,220
Other accrued liabilities		3,973			4,738
Income taxes payable		1,540			1,510
Total current liabilities		40,356			47,824
Other long-term liabilities		97			96
Minority interest		1,138			1,249
Commitments and contingencies
Stockholders’ equity:
Common Stock, $.10 par value per share:
40,000,000 shares authorized;
18,481,941 shares issued (18,423,026 at June 30, 2005);
18,034,736 shares outstanding (17,975,821 at June 30, 2005)		1,848			1,842
Additional paid-in capital		143,854			142,111
Retained earnings		9,977			3,814
Accumulated other comprehensive income (loss):
Currency translation effects		(2,891	)		(2,341	)
Net unrealized gain on marketable securities		25			32
		152,813			145,458
Less treasury stock, at cost (447,205 shares)		5,287			5,287
Total stockholders’ equity		147,526			140,171
Total liabilities and stockholders’ equity	$	189,117		$	189,340

See accompanying notes to consolidated financial statements.

4

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Thousands of dollars)

	Six Months Ended December 31,
	2005			2004
Cash provided by operating activities:
Net earnings	$	6,163		$	3,648
Adjustments to reconcile net earnings to cash provided by (used for) operating activities:
Loss from discontinued operations		—			228
Depreciation and amortization		3,004			3,014
Deferred income taxes		2,734			2,323
Compensation cost related to share-based payments arrangements		1,190			—
Excess tax benefits from share-based payment arrangements		(14	)		—
Minority interest		510			397
Other, net		93			209
Changes in operating accounts:
Receivables		(2,335	)		2,830
Inventories		841			(9,499	)
Prepaid expenses		76			402
Accounts payable, accrued expenses, and taxes payable		(8,018	)		3,661
Net cash provided by continuing operations		4,244			7,213
Net cash used for discontinued operations		—			(125	)
Net cash provided by operating activities		4,244			7,088
Cash used for investing activities:
Additions to property, plant, and equipment, net		(3,027	)		(6,015	)
Purchase of marketable securities		(19,711	)		(4,019	)
Additions to intangibles and other assets		(487	)		(515	)
Proceeds from the maturity of marketable securities		11,538			2,100
Net cash used for investing activities		(11,687	)		(8,449	)
Cash provided by (used for) financing activities:
Employee stock purchase		307			339
Exercise of employee stock options		252			139
Excess tax benefits from share-based payment arangements		14			—
Dividend payment to minority interest		(622	)		—
Net cash provided by (used for) financing activities		(49	)		478
Net decrease in cash and cash equivalents		(7,492	)		(883	)
Cash and cash equivalents, beginning of period		20,949			17,462
Cash and cash equivalents, end of period	$	13,457		$	16,579

See accompanying notes to consolidated financial statements

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Presentation

Zygo Corporation is a worldwide developer and supplier of high performance metrology instruments, high precision optics, optical assemblies, and automation for the semiconductor and industrial markets. The accompanying consolidated financial statements include the accounts of Zygo Corporation and its subsidiaries (“ZYGO,” “we,” “us,” “our” or “Company”). All material transactions and accounts with the subsidiaries have been eliminated from the consolidated financial statements. The results of operations for the three and six months ended December 31, 2005 are not necessarily indicative of the results to be expected for the full fiscal year.

The Consolidated Balance Sheet at December 31, 2005, the Consolidated Statements of Operations for the three and six months ended December 31, 2005 and 2004, and the Consolidated Statements of Cash Flows for the six months ended December 31, 2005 and 2004 are unaudited but, in management’s opinion, include all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the results of the interim periods. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our June 30, 2005 Annual Report on Form 10-K, as amended, including items incorporated by reference therein.

Earnings Per Share
Basic and diluted earnings per share are calculated in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings Per Share.”

The following table sets forth the reconciliation of basic weighted average shares outstanding and diluted weighted average shares outstanding:

	Three Months Ended December 31,				Six Months Ended December 31,
	2005		2004		2005		2004
Basic weighted average shares outstanding		18,030,783		17,929,640		18,022,006		17,926,471
Dilutive effect of stock options and restricted shares		308,925		199,903		203,237		172,265
Diluted weighted average shares outstanding		18,339,708		18,129,543		18,225,243		18,098,736

Share-Based Payments
In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS 123(R), “Share-Based Payment (as amended).” SFAS No. 123(R) eliminates the alternative to use the intrinsic value method of accounting that was provided in SFAS No. 123, which generally resulted in no compensation expense recorded in the financial statements related to the issuance of equity awards to employees and directors. SFAS No. 123(R) requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. SFAS No. 123(R) establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all companies to apply a fair-value-based measurement method in accounting generally for all share-based payment transactions with employees.

On July 1, 2005, we adopted SFAS No. 123(R) using a modified prospective method resulting in the recognition of share-based compensation expense for the three and six months ended December 31, 2005 of $524 and $764, net of related tax expense of $292 and $426, respectively. Prior period amounts have not been restated. Under this application, we are required to record compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. In addition, we made changes to our employee stock purchase plan for periods beginning after July 1, 2005, which rendered the plan non-compensatory in accordance with SFAS No. 123(R).

6

Prior to the adoption of SFAS No. 123(R), we applied Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for our plans. The following table details the effect on net earnings and earnings per share had compensation expense for the employee share-based awards been recorded in the three and six months ended December 31, 2004 based on the fair value method under SFAS No. 123.

	Three Months Ended December 31 2004			Six Months Ended December 31 2004
Net earnings, as reported	$	2,301		$	3,648
Deduct: Total stock-based compensation expense determined under fair value based method, net of related tax effects		(383	)		(1,636	)
Pro forma net earnings	$	1,918		$	2,012
Earnings per share:
Basic - as reported	$	0.13		$	0.20
Basic - pro forma	$	0.11		$	0.11
Diluted - as reported	$	0.13		$	0.20
Diluted - pro forma	$	0.11		$	0.11

Share Based Compensation Plans
Zygo has two share-based compensation plans, which are described hereafter. The Zygo Corporation 2002 Equity Incentive Plan (“2002 Plan”) permits the granting of stock options to purchase shares of common stock and the granting of restricted stock up to a total of 1,500,000 shares. The exercise price per share of common stock covered by an option may not be less than the par value per share on the date of grant, and in the case of an incentive stock option, the exercise price may not be less than the market value per share on the date of grant. These options generally vest over a four year period at a rate of 25% each year. Generally, restricted stock awards have 50% of their restrictions lapse after three years and the remaining 50% lapse after four years. The 2002 Plan will expire on August 27, 2012. Pursuant to the terms of the 2002 Plan, the Board of Directors may also amend the 2002 Plan to authorize the grant of other types of equity-based awards, without further action by our stockholders. Options issued to non-employee directors are now issued under this plan. Non-employee directors are granted fully exercisable options to purchase 6,000 shares of common stock on an annual basis and each new non-employee director is granted fully exercisable options to purchase 12,000 shares of common stock on his or her first day of service, in all instances at the market value per share on the date of grant.

The Zygo Corporation Amended and Restated Non-Employee Director Stock Option Plan (“Director Plan”) permits the granting of non-qualified options to purchase a total of 620,000 shares (adjusted for splits) of common stock at prices not less than the market value of the stock on the date of grant. Under the terms of the Director Plan, as amended on September 24, 1999, each new non-employee director (other than a person who was previously an employee of ZYGO or any of our subsidiaries) was granted an option to purchase 8,000 shares of common stock, generally, on his or her first day of service as a non-employee director; and each other non-employee director was granted an option to purchase 3,000 shares of common stock on an annual basis. All options were fully exercisable on the date of grant and had a 10-year term. The Director Plan, as amended, will expire on November 17, 2009. The Company ceased granting options under this plan in fiscal 2003 and does not intend to grant further options under the Director Plan.

7

We use the Black-Scholes option-pricing model to calculate the fair value of share based awards. The key assumptions for this valuation method include the expected term of the option, stock price volatility, risk-free interest rate, dividend yield, exercise price, and forfeiture rate. Many of these assumptions are judgmental and highly sensitive in the determination of compensation expense. Under the assumptions indicated below, the weighted-average fair value of stock option grants for the three and six months ended December 31, 2005 were $6.79 and $5.41, respectively. The weighted-average fair value of stock option grants for the three and six months ended December 31, 2004 were $6.25 and $5.86, respectively. The table below indicates the key assumptions used in the option valuation calculations for options granted in the three and six months ended December 31, 2005 and 2004 and a discussion of our methodology for developing each of the assumptions used in the valuation model:

	Three Months Ended December 31,				Six Months Ended December 31,
	2005		2004		2005		2004
Term		4.1 Years		4.5 Years		4.1 Years		4.5 Years
Volatility		52.9%		71.0%		52.9%		71.0%
Dividend Yield		0.0%		0.0%		0.0%		0.0%
Risk-free interest rate		4.4%		3.2%-3.4%		3.9%-4.4%		3.2%-3.5%
Forfeiture rate		10.6%		4.0%		10.6%		4.0%

Term - This is the period of time over which the options granted are expected to remain outstanding. Options granted have a maximum term of ten years. An increase in the expected term will increase compensation expense.

Volatility - This is a measure of the amount by which a price has fluctuated or is expected to fluctuate. Volatilities are based on implied volatilities from traded options of ZYGO’s shares, historical volatility of ZYGO’s shares, and other factors, such as expected changes in volatility arising from planned changes in ZYGO’s business operations. An increase in the expected volatility will increase compensation expense.

Risk-Free Interest Rate - - This is the U.S. Treasury rate for the week of the grant having a term equal to the expected term of the option. An increase in the risk-free interest rate will increase compensation expense.

Dividend Yield - We did not make any dividend payments during the last five fiscal years and we have no plans to pay dividends in the foreseeable future. An increase in the dividend yield will decrease compensation expense.

Forfeiture Rate - This is the estimated percentage of options granted that are expected to be forfeited or canceled before becoming fully vested. An increase in the forfeiture rate will decrease compensation expense.

The following table summarizes information about our stock options granted under our share-based compensation plans for the six months ended December 31, 2005. Included in the information below are outstanding options from the Zygo Corporation Amended and Restated Non-Qualified Stock Option Plan which expired in fiscal 2003, to the extent the options remain available for exercise.

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual life		Aggregate Intrinsic Value (in thousands)
Balance, July 1, 2005		2,069,175		$	26.95
Granted		186,000		$	11.80
Exercised		(24,172	)	$	8.47
Forfeited		(31,033	)	$	46.71
Options outstanding, December 31, 2005		2,199,970		$	25.59		6.30	$	6,974
Options exercisable, December 31, 2005		1,650,042		$	30.88		5.99	$	4,555

As of December 31, 2005 there was $2,368 of total unrecognized compensation cost related to stock options. These costs are expected to be recognized over a weighted average period of 1.6 years.

8

The total intrinsic value of stock options exercised was $145 and the total fair value of stock awards vested was $1,275 during the six months ended December 31, 2005.

Cash received from stock option exercises for the six months ended December 31, 2005 was $205. The income tax benefits from share based arrangements totaled $52, all of which were attributable to stock option exercises.

The following table summarizes information about restricted stock awards granted under share-based compensation plans for the six months ended December 31, 2005:

	Shares		Weighted Average Grant- Date Fair Value
Non Vested Balance at July 1, 2005		—	$	—
Granted		130,500	$	10.43
Vested		—	$	—
Forfeited		—	$	—
Non Vested Balance at December 31, 2005		130,500	$	10.43

These restricted stock awards were issued under the 2002 Equity Incentive Plan and 50% of the restrictions lapse after three years and the remaining 50% lapse after four years.

As of December 31, 2005 there was $945 of total unrecognized compensation costs related to restricted stock awards. These costs are expected to be recognized over a weighted average period of 4.0 years.

At December 31, 2005 an aggregate of 533,112 shares remained available for future grants under our share-based compensation plans, which cover stock awards and stock options. The Company issues shares to satisfy stock option exercises and restricted stock awards.

Comprehensive Income
Our total comprehensive income was as follows:

	Three Months Ended December 31,						Six Months Ended December 31,
	2005			2004			2005			2004
Net earnings	$	3,827		$	2,301		$	6,163		$	3,648
Unrealized loss on marketable securities, net of tax		(3	)		(8	)		(7	)		(20	)
Foreign currency translation effect		(283	)		273			(550	)		71
Comprehensive income	$	3,541		$	2,566		$	5,606		$	3,699

Inventories
Inventories are stated at the lower of cost (determined on a first-in, first-out basis) or market. At December 31, 2005 and June 30, 2005, inventories were as follows:

	December 31, 2005		June 30, 2005
Raw materials and manufactured parts	$	15,698	$	14,320
Work in process		14,471		15,927
Finished goods		2,811		3,480
	$	32,980	$	33,727

9

Property, Plant, and Equipment
Property, plant, and equipment are stated at cost. Maintenance and repairs are charged to expense as incurred. Management evaluates, on an ongoing basis, the carrying value of our property, plant, and equipment and makes adjustments when impairments are identified. Depreciation is based on the estimated useful lives of the various classes of assets and is computed using the straight-line method. At December 31, 2005 and June 30, 2005, property, plant, and equipment were as follows:

	December 31, 2005			June 30, 2005			Estimated Useful Life (Years)
Land	$	615		$	615			—
Building and improvements		15,750			15,759			15–40
Machinery, equipment, and office furniture		48,287			45,501			3–8
Leasehold improvements		706			715			1–5
Construction in progress		2,785			2,997			—
		68,143			65,587
Accumulated depreciation		(36,603	)		(34,167	)
	$	31,540		$	31,420

Depreciation expense for the three months ended December 31, 2005 and 2004 was $1,431 and $1,380, respectively. Depreciation expense for the six months ended December 31, 2005 and 2004 was $2,801 and $2,757, respectively.

Intangible Assets
Intangible assets include patents, trademarks, and license agreements. The cost of intangible assets is amortized on a straight-line basis over estimated useful lives ranging from 4-20 years. Intangible assets, at cost, at December 31, 2005 and June 30, 2005 were as follows:

	December 31, 2005			June 30, 2005
Patents and Trademarks	$	6,923		$	6,556
License Agreements		1,350			1,350
		8,273			7,906
Accumulated amortization		(2,381	)		(2,268	)
Total	$	5,892		$	5,638

Intangible amortization expense was $61 and $111 for the three months ended December 31, 2005 and 2004, respectively, and $168 and $224 for the six months ended December 31, 2005 and 2004, respectively. Amortization expense related to certain intangible assets is included in cost of goods sold in the Consolidated Statements of Operations.

Warranty
A limited warranty is provided on our products for periods ranging from 3 to 12 months and allowances for estimated warranty costs are recorded during the period of sale. The determination of such allowances requires management to make estimates of product return rates and expected costs to repair or replace products under warranty. If actual return rates or repair and replacement costs, or both, differ significantly from management’s estimates, adjustments to the expense may be required.

The following is a reconciliation of the accrued warranty liability, which is included in the other accrued liabilities in the Consolidated Balance Sheets:

	Six Months Ended December 31,
	2005			2004
Beginning balance	$	1,396		$	1,486
Reductions for payments made		(612	)		(720	)
Changes in accruals related to pre-existing warranties		144			(66	)
Changes in accruals related to warranties issued in the current period		647			438
Ending balance	$	1,575		$	1,138

Supplemental Cash Flow Information
Income tax payments amounted to $777 and $644 for the six months ended December 31, 2005 and 2004, respectively.

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NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets,” that amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. The adoption of SFAS No. 153 in fiscal 2006 is not expected to have a material effect on our financial position or results of operations.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections,” which primarily changes the requirements for the accounting for and reporting of a change in accounting principle for all voluntary changes or when an accounting pronouncement does not include specific transition provisions. This applies to any future accounting changes beginning in fiscal 2007.

In November 2005, the FASB issued FASB Staff Positions (“FSP”) SFAS 115-1 and SFAS 124-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” FSP SFAS 115-1 and SFAS 124-1 address the determination as to when an investment is considered impaired, whether that impairment is other than temporary, and the measurement of an impairment loss. They also include accounting considerations subsequent to the recognition of an other-than-temporary impairment and require certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. We will be adopting FSP SFAS 115-1 and SFAS 124-1 beginning in fiscal 2007 and expect the effect on our consolidated financial statements to be immaterial.

NOTE 3: DIVESTITURES AND DISCONTINUED OPERATIONS

In September 2002, we committed to a planned disposition of our TeraOptix business unit (“TeraOptix”). We discontinued all operations by January 2003. The sale of the facility was completed in March 2005 for $1,918, net of selling expenses.

The results and loss on disposal of the TeraOptix business unit have been presented as separate line items in the accompanying Consolidated Statements of Operations as “Discontinued TeraOptix operations, net of tax,” for all periods presented. The components of cash flow from discontinued operations are as follows:

	For the six months ended December 31, 2004
Cash flow from operating activities from discontinued operations:
Loss from discontinued operations	$	(228	)
Loss on sale and impairment of assets		179
Deferred income taxes		(54	)
Other, net		(22	)
Net cash used for operating activities from discontinued operations	$	(125	)

There was no cash flow impact from discontinued operations in fiscal 2006.

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NOTE 4: SEGMENT INFORMATION

We operate in two principal business segments globally: Semiconductor and Industrial. The segment data is presented below in a manner consistent with management’s internal measurement of the business.

	Three Months Ended December 31,						Six Months Ended December 31,
	2005			2004			2005			2004
Semiconductor
Sales	$	24,427		$	18,627		$	43,116		$	34,629
Gross profit		9,594			7,295			16,998			13,858
Gross profit as a % of sales		39	%		39	%		39	%		40	%
Industrial
Sales	$	19,396		$	17,380		$	35,289		$	28,956
Gross profit		7,823			5,963			13,834			10,513
Gross profit as a % of sales		40	%		34	%		39	%		36	%
Total
Sales	$	43,823		$	36,007		$	78,405		$	63,585
Gross profit		17,417			13,258			30,832			24,371
Gross profit as a % of sales		40	%		37	%		39	%		38	%

Separate financial information by segment for total assets, capital expenditures, and depreciation and amortization is not available and is not evaluated by the chief operating decision-maker.

ZYGO’s Metrology, which includes development services, Optical Systems Solutions, and Precision Positioning Systems (“PPS”) product lines are sold into its two business segments. Supplementary sales and gross profit data by product line is as follows:

	Three Months Ended December 31,						Six Months Ended December 31,
	2005			2004			2005			2004
Metrology
Sales	$	24,264		$	16,089		$	40,774		$	26,855
Gross profit		11,184			7,614			18,813			12,195
Gross profit as a % of sales		46	%		47	%		46	%		45	%
Optical Systems Solutions
Sales	$	9,069		$	10,692		$	18,565		$	17,323
Gross profit		1,791			1,733			3,531			3,132
Gross profit as a % of sales		20	%		16	%		19	%		18	%
PPS
Sales	$	10,490		$	9,226		$	19,066		$	19,407
Gross profit		4,442			3,911			8,488			9,044
Gross profit as a % of sales		42	%		42	%		45	%		47	%
Total
Sales	$	43,823		$	36,007		$	78,405		$	63,585
Gross profit		17,417			13,258			30,832			24,371
Gross profit as a % of sales		40	%		37	%		39	%		38	%

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Substantially all of our operating expenses, assets, and depreciation and amortization are U.S. based. Sales by geographic area were as follows:

	Three Months Ended December 31,				Six Months Ended December 31,
	2005		2004		2005		2004
Domestic	$	13,975	$	11,988	$	26,985	$	20,033
Europe		4,859		4,854		7,640		7,501
Japan		19,381		15,393		33,543		29,450
Pacific Rim		5,608		3,772		10,237		6,601
Total	$	43,823	$	36,007	$	78,405	$	63,585

NOTE 5: RELATED PARTY TRANSACTIONS AND MAJOR CUSTOMER

Sales to Canon Inc., one of our significant stockholders, and Canon Sales Co., Inc., a distributor of certain of our products in Japan and a subsidiary of Canon Inc., amounted to $15,628 (36% of net sales) and $27,981 (36% of net sales) for the second quarter and six months ended December 31, 2005, as compared with $12,758 (35% of net sales) and $25,350 (40% of net sales) for the comparable prior year periods. These sales include revenues generated from the development agreements referenced below. Selling prices of products sold to Canon Inc. and Canon Sales Co., Inc. are based, generally, on the terms customarily given to distributors. Revenues generated from the development agreements are recorded on a cost-plus basis. At December 31, 2005 and June 30, 2005, there were, in the aggregate, $7,431 and $3,951, respectively, of trade accounts receivable from Canon Inc. and Canon Sales Co., Inc.

In September 2002, we entered into a contract with Canon Inc. related to the development of certain interferometers. In March 2004, we signed a preliminary agreement to begin further add-on work; the definitive agreement for this additional work was signed in December 2004. In February 2005, we entered into two additional agreements with Canon Inc. related to the development of prototype production tools and accessories. During the three and six months ended December 31, 2005, we recognized revenue in the semiconductor segment of $5,611 and $9,572, respectively, for these contracts compared with $2,477 and $4,172, respectively, for the comparable prior year periods. In addition, Canon Inc. paid us progress payments in accordance with the terms of the developmental contract. The total progress payments related to the developmental contract remaining at December 31, 2005 were $9,175.

NOTE 6: HEDGING ACTIVITIES

During the third quarter of fiscal 2005, we began entering into foreign currency forward contracts to reduce the impact of adverse fluctuations on earnings associated with foreign currency exchange rate changes. We do not enter into any derivative transactions for speculative purposes. These contracts are not designated as cash flow, fair value, or net investment hedges under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended, and therefore, are marked-to-market with changes in fair value recorded in the Statement of Operations. These contracts are entered into for periods consistent with the currency transaction exposures, generally three to six months. Any gains and losses on the fair value of these contracts would largely offset corresponding losses and gains on the underlying transactions.

As of December 31, 2005, we had seven foreign currency forward contracts (yen) outstanding aggregating to $2,641. For the three months ended December 31, 2005, we recognized a loss from foreign currency forward contracts of $23. For the six months ended December 31, 2005, we recognized a gain of $59. These gains and losses are included in other income in the Consolidated Statements of Operations. These gains and losses are substantially offset by foreign exchange losses and gains on intercompany balances recorded by our subsidiaries. We did not enter into any derivative instruments to hedge foreign currency exposure prior to the third quarter of fiscal 2005.

NOTE 7: INCOME TAXES

The effective tax rate for the three months ended December 31, 2005 decreased by two percentage points to 34% as compared with the prior year period of 36%. The decrease in the effective tax rate was due to the release of tax reserves in a foreign jurisdiction, accounting for a four percentage point decrease in the rate. This decrease was partially offset by an increase in the effective tax rate primarily due to increased income in foreign operations, which operate in higher tax jurisdictions, and an increase in tax upon additional monies repatriated from these foreign operations. The effective tax rate of 36% for the six months ended December 31, 2005, while consistent with the comparable prior year, was affected by the release of tax reserves and the increased income in foreign operations.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS

Introduction

Zygo Corporation designs, develops, and manufactures ultra-high precision measurement solutions and optical components and systems. ZYGO’s measurement solutions are designed to improve quality, increase productivity, and decrease the overall cost of manufacturing and product development for high-technology manufacturing processes. The Company’s optical component and systems products provide high-end solutions for laser fusion research, imaging systems, and measurement system components. We conduct the majority of our manufacturing in our 153,500 square foot facility in Middlefield, Connecticut.

We serve the semiconductor and industrial markets through our three core product lines, metrology, optical systems solutions, and precision positioning systems. Our semiconductor product offerings include OEM solutions and major technology development projects for the semiconductor capital equipment industry and direct supplied in-line automated yield improvement systems for both flat panel displays and advanced semiconductor packaging manufacturing. Our industrial market products serve the automotive, consumer electronics, defense/aerospace, and all markets other than semiconductor. Industrial market products include optical components, optical systems and measurement-based process control systems for defense, aerospace, and medical device customers and measurement-based process control and yield-enhancement systems for automotive and consumer electronics customers.

Our development services have produced a significant amount of our revenue over the past two years. In September 2002, we entered into a contract with Canon Inc. related to the development of certain interferometers. In March 2004, we signed a preliminary agreement to begin further add-on work; the definitive agreement for this additional work was signed in December 2004. In February 2005, we entered into two additional agreements with Canon Inc. related to the development of prototype production tools and accessories. During the three and six months ended December 31, 2005, we recognized $5.6 million and $9.6 million, respectively, of revenue from these development services contracts as compared with $2.5 million and $4.2 million, respectively, in the prior year comparable periods. The development services contracts that were signed in fiscal 2005 were cost plus contracts and were expected to represent approximately $41.0 million in additional revenue through the first six months of fiscal 2007. We currently expect total revenues of approximately $37.0 million, with the reduction due to estimated costs being less than anticipated. To date, a total of $23.8 million of this revenue has been recognized. To the extent that total actual costs on the contracts may be less than currently anticipated, the resulting development services revenue could be less than the currently estimated value of the contract. Additionally, our period over period comparable sales in the future could be adversely affected if we do not continue to provide these development services at similar levels or do not expand our overall business sufficiently to offset the decline in development services revenue.

We achieved an order level for the second quarter of fiscal 2006 of $50.3 million as compared with $38.6 million for the first quarter of fiscal 2006 and $39.6 million for the second quarter of fiscal 2005. This order flow increased backlog at December 31, 2005 to $77.0 million. Orders in the semiconductor segment of $26.1 million increased $6.1 million, or 31%, as compared with the first quarter of fiscal 2006; and increased $5.9 million, or 29%, as compared with the second quarter of fiscal 2005. We continue to receive orders from the flat panel market of the semiconductor segment and expect orders from that market to continue for the immediate future. We also experienced an increase in lithography orders over the prior year period, which continued a strengthening in that market area over the last six months. Orders in the industrial segment of $24.2 million increased by $5.6 million, or 30%, as compared with the first quarter of fiscal 2006 and $4.8 million, or 25%, as compared with the second quarter of fiscal 2005. Orders in the industrial segment were fueled primarily by government contracts for the National Ignition Facility in both our Tucson and Middlefield facilities.

Beginning in the first quarter of fiscal 2006, we were required to record the expense of share-based payment transactions. Under the modified prospective method, we were not required to restate the prior year financial statements or include in the current year any expenses related to stock option grants vested as of June 30, 2005. In the quarter ended December 31, 2005, operating income was reduced by $0.8 million of share-based payment compensation expense, affecting cost of goods sold by $0.2 million, selling, general, and administrative expenses (“SG&A”) by $0.5 million, and research, development, and engineering expenses (“RD&E”) by $0.1 million. Share-based compensation expense reduced our quarterly diluted earnings per share by $0.03. For the six months ended December 31, 2005, operating income was reduced by $1.2 million of share-based payment compensation expense, affecting cost of goods sold by $0.3 million, SG&A by $0.7 million, and RD&E expenses by $0.2 million. Share-based compensation expense reduced our six month diluted earnings per share by $0.04. The share-based compensation expense related to current outstanding stock options and restricted shares and to future issuances of stock options which are presently known to us is estimated to be approximately $0.4 million in each of the third and fourth quarters of fiscal 2006.

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Net Sales

	Fiscal 2006					Fiscal 2005
			Net Sales					Net Sales
(In millions)	Amount		%			Amount		%
Quarter ended December 31
Semiconductor	$	18.8		43	%	$	16.1		45	%
Developmental Services		5.6		13	%		2.5		7	%
Total Semiconductor		24.4		56	%		18.6		52	%
Total Industrial		19.4		44	%		17.4		48	%
Total	$	43.8		100	%	$	36.0		100	%
Six months ended December 31
Semiconductor	$	33.5		43	%	$	30.4		48	%
Developmental Services		9.6		12	%		4.2		6	%
Total Semiconductor		43.1		55	%		34.6		54	%
Total Industrial		35.3		45	%		29.0		46	%
Total	$	78.4		100	%	$	63.6		100	%

Net sales in the semiconductor segment increased 31% in the second quarter of fiscal 2006 as compared with the prior year. This increase was due primarily to an increase in developmental services of $3.1 million and flat panel sales of $0.9 million. For the six month period ended December 31, 2005, the semiconductor segment increased 25% as compared with the prior year period due to an increase in developmental services of $5.4 million, flat panel sales of $2.0 million, and new product sales of $0.5 million.

Net sales in the industrial segment increased by 11% in the second quarter of fiscal 2006 as compared with the prior year period primarily due to increased volume related to contract manufacturing shipments and optical systems assemblies. For the six month period ended December 31, 2005, the industrial segment net sales increased 22% as compared with the prior year period due to increased volume related to contract manufacturing and optical systems assemblies of $3.3 million, sales increase of $1.3 million related to new customers in South Korea and China, and a $0.6 million sales increase volume increases to automotive customers in Europe.

Sales in U.S. dollars for the three and six months of fiscal 2006 were $35.0 million, or 80%, and $64.8, or 83%, respectively, of total net sales for the periods. For our sales which are based in foreign currency, we are exposed to foreign exchange fluctuations from the time customers are invoiced in foreign currency until collection occurs. Significant changes in the values of foreign currencies relative to the value of the U.S. dollar can impact the sales of our products in export markets, as would changes in the general economic conditions in those markets. Management believes the percentage of sales in foreign currencies may increase in the current year due to an increase in sales denominated in yen to Japanese customers. In the absence of a substantial increase in sales orders in currency other than U.S. dollars, we believe a 10% appreciation or depreciation of the U.S. dollar against the euro and yen would have an immaterial impact on our consolidated financial position and results of operations.

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Gross Profit by Segment

	Fiscal 2006					Fiscal 2005
(In millions)	Amount		Gross Profit %			Amount		Gross Profit %
Quarter ended December 31
Semiconductor	$	8.0		43	%	$	6.5		40	%
Developmental services		1.6		29	%		0.8		32	%
Total Semiconductor		9.6		39	%		7.3		39	%
Total Industrial		7.8		40	%		6.0		34	%
Total	$	17.4		40	%	$	13.3		37	%
Six months ended December 31
Semiconductor	$	14.4		43	%	$	12.7		42	%
Developmental services		2.6		27	%		1.2		29	%
Total Semiconductor		17.0		39	%		13.9		40	%
Total Industrial		13.8		39	%		10.5		36	%
Total	$	30.8		39	%	$	24.4		38	%

Gross profit as a percentage of sales for the three and six months of fiscal 2006 increased over the comparable periods in the prior year primarily due to an increase in the industrial segment margins while the semiconductor segment margins remained relatively stable. Industrial segment margins increased on the improved margins in our optical systems products. Improved operations and increased volume have led to these improved margins. During the comparable fiscal 2005 periods, the gross profit percentage was negatively impacted by new product ramp-up expenses for opto-mechanical assemblies and under absorbed factory overhead due to a production delay of certain assemblies. The overall semiconductor segment margins stayed relatively stable despite a decrease in development services margins. Margins on semiconductor product sales increased primarily due to improved factory performance. General factory costs, including warranty, factory efficiency costs, and inventory related costs, were lower than in the prior year.

SG&A

	Fiscal 2006					Fiscal 2005
(In millions)	Amount		% of Sales			Amount		% of Sales
Quarter ended December 31	$	8.2		19	%	$	5.7		16	%
Six months ended December 31	$	14.6		18	%	$	11.4		18	%

The second quarter increase in SG&A was primarily due to increased employee expenses, including management incentives, of $0.9 million, share-based compensation expense of $0.5 million, and increased selling expenses related to new market initiatives of $0.2 million, primarily related to the new offices in Korea, Taiwan, and mainland China. For the six months ended December 31, 2005, the increase in SG&A was due to share-based compensation expense of $0.7 million, increased selling and general expenses related to new initiatives in our west coast operations of $0.5 million, increased employee expenses, including management incentives, of $0.4 million, and costs associated with increasing our presence in the Pacific Rim with the opening of new offices within the last year in Korea, Taiwan, and mainland China, of $0.3 million, to support anticipated future growth.

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RD&E

	Fiscal 2006					Fiscal 2005
(In millions)	Amount		% of Sales			Amount		% of Sales
Quarter ended December 31	$	3.4		8	%	$	3.7		10	%
Six months ended December 31	$	7.0		9	%	$	6.9		11	%

RD&E for the second quarter and first six months of fiscal 2006 was relatively flat with the prior year comparable period but was positively impacted by a reimbursement from a customer of $0.7 million for research costs incurred. Without the customer reimbursement our RD&E would have increased over the prior year. Current year initiatives are focused in the semiconductor segment, most notably in the display and packaging markets, and include the opening of our Oregon engineering and product development office. Share-based compensation expense included in RD&E for the second quarter and six month period ended December 31, 2005 was $0.1 million and $0.2 million, respectively.

Income Tax

	Fiscal 2006					Fiscal 2005
(In millions)	Amount		Effective Tax Rate %			Amount		Effective Tax Rate %
Quarter ended December 31	$	2.1		34	%	$	1.5		36	%
Six months ended December 31	$	3.6		36	%	$	2.4		36	%

The effective tax rate for the quarter decreased due to the release of tax reserves in a foreign jurisdiction, which accounted for a four percentage point decrease in the rate. This decrease was partially offset by an increase in the effective tax rate of two percentage points primarily due to increased income in foreign operations, which operate in higher tax jurisdictions, and an increase in tax upon additional monies repatriated from these foreign operations. The effective tax rate for the six months ended December 31, 2005, while consistent with the comparable prior year period, was affected by the release of tax reserves and the increased income in foreign operations.

RELATED PARTY TRANSACTIONS

Sales to Canon Inc., one of our significant stockholders, and Canon Sales Co., Inc., a distributor of certain of our products in Japan and a subsidiary of Canon Inc., amounted to $15.6 million (36% of net sales) and $28.0 million (36% of net sales) for the second quarter and six months ended December 31, 2005, as compared with $12.8 million (35% of net sales) and $25.4 million (40% of net sales) for the comparable prior year periods. These sales include revenues generated from the development agreements referenced below. Selling prices of products sold to Canon Inc. and Canon Sales Co., Inc. are based, generally, on the terms customarily given to distributors. Revenues generated from the development agreements are recorded on a cost-plus basis. At December 31, 2005 and June 30, 2005, there were, in the aggregate, $7.4 million and $4.0 million, respectively, of trade accounts receivable from Canon Inc. and Canon Sales Co., Inc.

In September 2002, we entered into a contract with Canon Inc. related to the development of certain interferometers. In March 2004, we signed a preliminary agreement to begin further add-on work; the definitive agreement for this additional work was signed in December 2004. In February 2005, we entered into two additional agreements with Canon Inc. related to the development of prototype production tools and accessories. During the three and six months ended December 31, 2005, we recognized revenue in the semiconductor segment of $5.6 million and $9.6 million, respectively, from these contracts as compared with $2.5 million and $4.2 million, respectively, for the comparable prior year periods. According to the terms of the agreements, we also receive progress payments during the course of the contract. As of December 31, 2005 and June 30, 2005, we received $9.2 million and $11.3 million, respectively, of progress payments in excess of services performed.

LIQUIDITY AND CAPITAL RESOURCES

We maintained cash, cash equivalents, and marketable securities at December 31, 2005 totaling $57.5 million, an increase of $0.6 million, from $56.9 million at June 30, 2005. At December 31, 2005, working capital was $68.4 million, an increase of $5.1 million from $63.3 million at June 30, 2005. Major fluctuations in working capital included increases in accounts receivable of $2.4 million coupled with decreases in progress payments of $3.3 million, accounts payable of $2.3 million, and accrued liabilities of $1.9 million, which were partially offset by a $4.6 million decrease in cash and short term marketable securities as the result of purchasing additional long term marketable securities. Our $3.0 million line of credit expired during the quarter. The line of credit

17

was renewed subsequent to the end of the quarter in substantially the same terms as the expired line of credit. There have been no borrowings under the line of credit.

Acquisitions of property, plant, and equipment totaled $1.6 million and $3.0 during the three and six months ended December 31, 2005. Management believes that cash generated from operations, together with the liquidity provided by existing cash balances, will be sufficient to satisfy our liquidity requirements for the next 12 months.

CRITICAL ACCOUNTING POLICIES, SIGNIFICANT JUDGMENTS, AND ESTIMATES

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosures at the date of our consolidated financial statements. On an on-going basis, management evaluates its estimates and judgments, including those related to bad debts, inventories, warranty obligations, income taxes, and long-lived assets. Management bases its estimates and judgments on historical experience and current market conditions and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We consider certain accounting policies related to revenue recognition and allowance for doubtful accounts, inventory valuation, warranty costs, accounting for income taxes, and valuation of long-lived assets to be critical policies due to the estimates and judgments involved in each.

Share-Based Payments
In December 2004, FASB issued SFAS 123(R), “Share-Based Payment (as amended).” SFAS No. 123(R) eliminates the alternative to use the intrinsic value method of accounting that was provided in SFAS No. 123, which generally resulted in no compensation expense recorded in the financial statements related to the issuance of equity awards to employees. SFAS No. 123(R) requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. SFAS No. 123(R) establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all companies to apply a fair-value-based measurement method in accounting for generally all share-based payment transactions with employees. This method includes estimates and judgments pertaining to term, volatility, risk-free interest rates, dividend yields and forfeiture rates.

Revenue Recognition and Allowance for Doubtful Accounts
We recognize revenue based on guidance provided in SEC Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition” and in accordance with the Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables.” We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, our price is fixed or determinable, and collectibility is reasonably assured. We recognize revenue on our standard products when title passes to the customer upon shipment. While our standard products generally require installation, the installation is considered a perfunctory performance obligation. Standard products do not have customer acceptance criteria. Generally, software is a component of our standard product and, as such, is not separately recognized as revenue. We have standard rights of return that we account for as a warranty provision under SFAS No. 5, “Accounting for Contingencies.” We do not have any price protection agreements or other post shipment obligations. For custom equipment where customer acceptance is part of the sales agreement, revenue is recognized when the customer has accepted the product. In cases where custom equipment does not have customer acceptance as part of the sales agreement, we recognize revenue upon shipment as long as the system meets the specifications as agreed upon with the customer. Certain transactions have multiple deliverables, with the deliverables clearly defined. To the extent that the secondary deliverables are other than perfunctory, we recognize the revenue on each deliverable, if separable, or on the completion of all deliverables, if not separable, all in a manner consistent with SAB No. 104 and EITF 00-21. Standalone software products are recognized as revenue when they are shipped. Revenue generated from development contracts are recorded on a cost-plus basis in the period services are rendered.

We maintain an allowance for doubtful accounts based on a continuous review of customer accounts, payment patterns, and specific collection issues. We perform on-going credit evaluations of our customers and do not require collateral from our customers. For many of our international customers, we require an irrevocable letter of credit to be issued by the customer before a shipment is made. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances would be required.

Inventory Valuation
Inventories are valued at the lower of cost or market, cost being determined on a first-in, first-out basis. Management evaluates the need to record adjustments for impairment of inventory on a monthly basis. Our policy is to assess the valuation of all inventories, including raw materials, work-in-process, and finished goods. Obsolete inventory or inventory in excess of

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management’s estimated future usage is written down to estimated market value, if less than its cost. Contracts with fixed prices are evaluated to determine if estimated total costs will exceed revenues. A loss provision is recorded when the judgment is made that actual costs incurred plus estimated costs remaining to be incurred will exceed total revenues from the contract. Inherent in the estimates of market value are management’s estimates related to current economic trends, future demand for our products, and technological obsolescence. Significant management judgments must be made when providing for obsolete and excess inventory and losses on contracts. If actual market conditions are different than those projected by management, additional inventory write-downs and loss accruals may be required.

Warranty Costs
We provide for the estimated cost of product warranties at the time revenue is recognized. We consider historical warranty costs actually incurred and specifically identified circumstances to establish the warranty liability. The warranty liability is reviewed on a quarterly basis. Should actual costs or revised estimated costs differ from management’s prior estimates, revisions to the estimated warranty liability would be required.

Accounting for Income Taxes
Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. SFAS No. 109, “Accounting for Income Taxes,” requires the establishment of a valuation allowance to reflect the likelihood of the realization of deferred tax assets. We record a valuation allowance to reduce our deferred tax assets to an estimated realizable amount based on historical and forecasted results. While management has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event management were to determine that ZYGO would be able to realize its deferred tax assets in the future in excess of its net recorded amount, an adjustment to the valuation allowance would increase income in the period such determination was made. Likewise, should management determine that ZYGO would not be able to realize all or part of its net deferred tax asset in the future, an adjustment to the valuation allowance would be charged to income in the period such determination was made. Our effective tax rate may vary from period to period, generally based on changes in estimated taxable income or loss for domestic and foreign locations, changes to the valuation allowance, changes to federal, state or foreign tax laws, and deductibility of certain costs and expenses by jurisdiction.

Valuation of Long-Lived Assets
In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances, both internally and externally, that may suggest impairment. Some factors we consider important, which could trigger the impairment review, include a significant decrease in the market value of an asset, a significant change in the extent or manner in which an asset is used, a significant adverse change in the business climate that could affect the value of an asset, an accumulation of costs for an asset in excess of the amount originally expected, a current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection that demonstrates continuing losses, and a current expectation that, more likely than not, a long-lived asset will be disposed of significantly before the end of its estimated useful life.

If such circumstances exist, we evaluate the carrying value of long-lived assets to determine if impairment exists based upon estimated undiscounted future cash flows over the remaining useful life of the assets and comparing that value with the carrying value of the assets. If the carrying value of the assets is greater than the estimated future cash flows, the assets are written down to the estimated fair value. We determine the estimated fair value of the assets based on a current market value of the assets. If a current market value is not readily available, a projected discounted cash flow method is applied using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Our cash flow estimates are based upon management’s best estimates, using appropriate and customary assumptions and projections at the time.

Health Insurance
We are self-insured for the majority of our group health insurance. We rely on claims experience in determining an adequate liability for claims incurred, but not reported. To the extent actual claims exceed estimates; we may be required to record additional expense. A one percent change in actual claims would have an annual impact of approximately $25,000 on our financial condition and results of operations.

Off-Balance Sheet Arrangements
We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt, or operating parts of our business that are not consolidated into our financial statements. We have not guaranteed any obligations of a third party.

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RISK FACTORS THAT MAY IMPACT FUTURE RESULTS

Risk factors that may impact future results include those disclosed in our Form 10-K, as amended, for the year ended June 30, 2005.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes that have occurred in our quantitative and qualitative market risk disclosures during the first six months of fiscal 2006. In the third quarter of fiscal 2005, we began hedging certain intercompany transactions by entering into forward contracts to reduce the impact of adverse fluctuations on earnings associated with foreign currency exchange rate changes. We do not enter into any derivative transactions for speculative purposes. These contracts are entered into for periods consistent with the currency transaction exposures, generally three to six months. Generally, any gains and losses on the fair value of these contracts are expected to be largely offset by losses and gains on the underlying transactions.

For discussion of our exposure to market risk, refer to Item 7a., “Quantitative and Qualitative Disclosures about Market Risk”, presented in our Annual Report on Form 10-K, as amended, for the year ended June 30, 2005 filed with the Securities and Exchange Commission.

Item 4. Controls and Procedures

The effectiveness of our or any system of disclosure controls and procedures is subject to certain limitations, including the exercise of judgment in designing, implementing, and evaluating the controls and procedures, the assumptions used in identifying the likelihood of future events, and the inability to eliminate misconduct completely. In designing, implementing, and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management evaluated with the participation of our Chief Executive Officer and Chief Financial Officer the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”) as of December 31, 2005. On the basis of this review and subject to the foregoing, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures are effective in ensuring that the information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred in our most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - Other Information

Item 4. Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders was held on November 10, 2005. The following matter was submitted to a vote of the Company’s stockholders:

          Proposal No. 1 - Election of Board of Directors

The following individuals, all whom were Zygo Corporation directors immediately prior to the vote, were elected as a result of the following vote:

	For		Against
Eugene G. Banucci		15,866,659		74,204
Yousef A. El-Mansy		15,861,655		79,208
Paul F. Forman		15,790,858		150,005
Samuel H. Fuller		15,867,476		73,387
Seymour E. Liebman		15,797,807		143,056
Robert G. McKelvey		14,703,868		1,236,995
J. Bruce Robinson		15,799,880		140,983
Robert B. Taylor		15,746,264		194,599
Carol P. Wallace		15,862,516		78,347
Bruce W. Worster		15,874,168		66,695
Carl A. Zanoni		15,852,672		88,191

          There were no other matters submitted to a vote of our stockholders.

Item 6. Exhibits

(a)	Exhibits:
	31.1	Certification of Chief Executive Officer under Rule 13a-14(a)
	31.2	Certification of Chief Financial Officer under Rule 13a-14(a)
	32.1	Certification of Chief Executive Officer and Chief Financial Officer

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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, Chairman, and Chief Executive Officer

/s/ Walter A. Shephard

Walter A. Shephard

Vice President, Finance, Chief Financial Officer, and Treasurer

Date: February 7, 2006

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EX-31

EXHIBIT 31.1

CERTIFICATION OF DISCLOSURE
IN THE REGISTRANT’S REPORT

I, J. Bruce Robinson, certify that:

1) I have reviewed this report on Form 10-Q of Zygo Corporation;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 7, 2006

/s/ J. Bruce Robinson

J. Bruce Robinson

Chairman, President, and

Chief Executive Officer

EX-31

EXHIBIT 31.2

CERTIFICATION OF DISCLOSURE
IN THE REGISTRANT’S REPORT

I, Walter A. Shephard, certify that:

1) I have reviewed this report on Form 10-Q of Zygo Corporation;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 7, 2006

/s/ Walter A. Shephard

Walter A. Shephard

Vice President, Finance,

Chief Financial Officer

EX-32

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, J. Bruce Robinson, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Zygo Corporation on Form 10-Q for the fiscal quarter ended December 31, 2005, as filed on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Zygo Corporation.

A signed original of this written statement required by Section 906 has been provided to Zygo Corporation and will be retained by Zygo Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: February 7, 2006

/s/ J. Bruce Robinson

J. Bruce Robinson

Chairman, President, and

Chief Executive Officer of

Zygo Corporation

I, Walter A. Shephard, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Zygo Corporation on Form 10-Q for the fiscal quarter ended December 31, 2005, as filed on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Zygo Corporation.

A signed original of this written statement required by Section 906 has been provided to Zygo Corporation and will be retained by Zygo Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: February 7, 2006

/s/ Walter A. Shephard

Walter A. Shephard

Vice President, Finance,

Chief Financial Officer of

Zygo Corporation