-----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, V3ZGdanrJVLAu/+ht/OlcOYw8TEP+7CVi4Sg3DG9XeTjwGwkEhjYaMuzPUNXUMtR mko0bd/OU9y+3cgZtadEPQ== 0001015402-04-003050.txt : 20040728 0001015402-04-003050.hdr.sgml : 20040728 20040728134514 ACCESSION NUMBER: 0001015402-04-003050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040728 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENUS INC CENTRAL INDEX KEY: 0000837913 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 942790804 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17139 FILM NUMBER: 04935462 BUSINESS ADDRESS: STREET 1: 1139 KARLSTAD DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089-2117 BUSINESS PHONE: 4087477120 MAIL ADDRESS: STREET 1: 1139 KARLSTAD DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089-2117 8-K 1 doc1.txt 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 July 28, 2004 ----------------------------------------------------------- (Date of Report) GENUS, INC. ---------------------------------------------------------- (Exact name of registrant as specified in its charter) California 000-17139 94-2790804 ---------------------------- ----------------- ---------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1139 Karlstad Drive Sunnyvale, CA 94089 ------------------------------------------- -------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408) 747-7120 ------------------ N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits. (c) Exhibits EXHIBIT NO. DESCRIPTION ----------- ----------- Exhibit 99 Press Release issued by Genus, Inc. on July 26, 2004 Item 12. Results of Operations and Financial Condition The information in this Form 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. On July 26, 2004, Genus, Inc. issued a press release announcing financial results for its second fiscal quarter ended June 30, 2004 of its fiscal year 2004. The full text of the press release is attached as Exhibit 99 to this Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 28, 2004 GENUS, INC. By: /s/ Shum Mukherjee ---------------------------- Shum Mukherjee Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- Exhibit 99 Press Release issued by Genus, Inc. on July 26, 2004 EX-99 2 doc2.txt EXHIBIT 99 EXHIBIT 99 GENUS REPORTS SECOND QUARTER 2004 RESULTS SUNNYVALE, CALIF. - JULY 26, 2004 - Genus, Inc. (Nasdaq: GGNS) today reported financial results for its second quarter and six months ended June 30, 2004. Senior management will conduct an investor conference call to discuss these results and the company's financial outlook in more detail at 6 a.m. pacific time tomorrow, Tuesday, July 27, 2004. Access information is provided below. Net sales for the second quarter of 2004 were $8.8 million compared to net sales of $14.7 million for the same quarter of 2003. Net sales for the six months ended June 30, 2004 were $21.0 million down from $32.4 million for the six months ended June 30, 2003. The net loss for the second quarter 2004 was $2.9 million or ($0.07) per diluted share compared to net loss of $1.4 million or ($0.05) per share in the same quarter of 2003. Net loss in the second quarter of 2004 included $821,000 of expenses related to our previously announced proposed merger with Aixtron. The net loss for the six months ended June 30, 2004 was $4.6 million or ($0.11) per diluted share compared to a net loss of $950,000 or ($0.03) per share for the six months ended June 30, 2003. "Although the quarter was disappointing from a P&L point of view, customer activity is strong in both our CVD and ALD segments and, as indicated in our prior conference calls, we expect the second half to be better than the first half for both bookings and revenues. Our balance sheet also remains strong," commented Bill Elder, Genus chairman and CEO. Gross margin as a percentage of revenues was 38 percent for the second quarter of 2004 compared to 27 percent for the same quarter of 2003, resulting mainly from a favorable product mix caused by a higher proportion of spares and services in the second quarter of 2004, which generally have higher margins as compared with system sales. Gross margin as a percentage of revenues was 33 percent for the six months ended June 30, 2004 compared to 31 percent for the six months ended June 30, 2003. The total of research and development, sales, general and administrative expenses was $4.8 million in the second quarter of 2004, almost the same level as the second quarter of 2003. In addition, in the second quarter of 2004, Genus incurred merger related expenses of $821,000. Operating expenses, including research and development, sales, general and administrative expenses and merger related expenses were $10.6 million for the six months ended June 30, 2004, approximately $500,000 higher than the level recorded for the six months ended June 30, 2003. Genus ended the second quarter of 2004 with cash, cash equivalents and short-term investments, net of short-term debt of $35.7 million, up from a balance of $34.9 million at December 31, 2003. CONFERENCE CALL INFORMATION Genus plans to host an investor conference call on Tuesday, July 27, 2004, at 6 a.m. pacific time, featuring remarks by Bill Elder, chairman and CEO, and Shum Mukherjee, executive vice president finance and CFO, followed by a live question and answer session. The conference call will be accessible by dialling 888-803-6692 or (706) 634-1030 and referencing call number 8959586. It will also be broadcast live over the Internet at www.genus.com. ------------- ABOUT GENUS Genus, Inc. manufactures critical deposition processing products for the global semiconductor industry and the data storage industry. To enable the production of intricate micro computer chips and electronic storage devices, Genus offers its StrataGem and LYNX series production-proven equipment for 200mm and 300mm semiconductor production, and offers thin film deposition products for chemical vapor deposition (CVD), atomic layer deposition (ALD), and pre-clean capabilities. Genus is at the forefront of market and technology developments in the ALD marketplace, which is gaining acceptance worldwide as a critical technology for sub 0.13-micron production of computer chips and electronic storage devices. Genus' customers include semiconductor and data storage manufacturers located throughout the United States, Europe and the Pacific Rim including Korea, Japan and Taiwan. Founded in 1981, the company is headquartered in Sunnyvale, California. For additional information visit Genus' web site at www.genus.com. LYNX2(R) and LYNX3(TM) are trademarks of Genus, Inc. - ------------- FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements regarding the company's future financial and business performance. These forward-looking statements are subject to a number of risks and uncertainties. These contingencies include but are not limited to: actual customer orders received by the company, the extent to which ALD technology is demanded by the marketplace, the actual number of customer orders received by the company, the timing of final acceptance of products by customers, the financial climate and accessibility to financing, general conditions in the thin film equipment market and in the macro-economy, and the influence of global political events. Genus assumes no obligation to update this information. Additional risks and uncertainties are discussed in the Management's Discussion and Analysis of Results of Operations contained in Genus' Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the Securities and Exchange Commission. COMPANY CONTACT: Shum Mukherjee Genus, Inc. Tel: (408) 747-7120 Ext. 1311 Email: smukherjee@genus.com -------------------- - - Tables to Follow - 2
GENUS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2004 2003 2004 2003 ------------ ---------- ---------- ---------- Net sales . . . . . . . . . . . . . . . . . . $ 8,757 $ 14,739 $ 20,964 $ 32,434 Costs and expenses: Cost of goods sold . . . . . . . . . . . . 5,406 10,813 13,956 22,390 Research and development . . . . . . . . . 1,678 1,981 3,672 4,094 Selling, general and administrative. . . . 3,133 2,868 6,151 6,042 Expenses related to proposed merger. . . . 821 0 821 0 ------------ ---------- ---------- ---------- Loss from operations . . . . . . . . . . . . . (2,281) (923) (3,636) (92) Other expenses, net. . . . . . . . . . . . . . (411) (435) (715) (858) ------------ ---------- ---------- ---------- Loss before income taxes . . . . . . . . . . . (2,692) (1,358) (4,351) (950) Provision for income taxes . . . . . . . . . . 181 0 199 0 ------------ ---------- ---------- ---------- Net loss . . . . . . . . . . . . . . . . . . . $ (2,873) $ (1,358) $ (4,550) $ (950) ============ ========== ========== ========== Net loss per share: Basic. . . . . . . . . . . . . . . . . . . $ (0.07) $ (0.05) $ (0.11) $ (0.03) Diluted . . . . . . . . . . . . . . . . . $ (0.07) $ (0.05) $ (0.11) $ (0.03) Shares used in per share calculation - basic . 39,664 29,313 39,628 29,114 ============ ========== ========== ========== Shares used in per share calculation - diluted 39,664 29,313 39,628 29,114 ============ ========== ========== ==========
3
GENUS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS) JUNE 30, DECEMBER 31, 2004 2003 ---------- -------------- ASSETS Current Assets: Cash and cash equivalents . . . . . . . . . . . . . . . . $ 23,585 $ 41,608 Short term investment . . . . . . . . . . . . . . . . . . 12,249 - Accounts receivable, net . . . . . . . . . . . . . . . . 6,672 9,606 Inventories . . . . . . . . . . . . . . . . . . . . . . . 12,469 9,783 Other current assets . . . . . . . . . . . . . . . . . . 808 854 ---------- -------------- Total current assets . . . . . . . . . . . . . . . . 55,783 61,851 Equipment, furniture and fixtures, net . . . . . . . . . . . 10,693 8,748 Other assets . . . . . . . . . . . . . . . . . . . . . . . . 1,041 1,169 ---------- -------------- Total assets . . . . . . . . . . . . . . . . . . . . $ 67,517 $ 71,768 ========== ============== LIABILITIES Current Liabilities: Short-term bank borrowings . . . . . . . . . . . . . . . $ - $ 6,500 Accounts payable . . . . . . . . . . . . . . . . . . . . 5,257 4,956 Accrued expenses . . . . . . . . . . . . . . . . . . . . 4,512 4,130 Deferred revenue . . . . . . . . . . . . . . . . . . . . 2,208 331 Customer advances . . . . . . . . . . . . . . . . . . . . 3,820 372 Long term liabilities, current portion . . . . . . . . . 116 249 ---------- -------------- Total current liabilities . . . . . . . . . . . . . . 15,913 16,538 Convertible notes . . . . . . . . . . . . . . . . . . . . . . 6,139 5,806 ---------- -------------- Total liabilities . . . . . . . . . . . . . . . . . . 22,052 22,344 ---------- -------------- SHAREHOLDERS' EQUITY Common stock, no par value: Authorized 100,000 shares; Issued and outstanding 39,759 shares at June 30, 2004 and 39,554 at December 31, 2003 . . . . . . . . . . . 163,408 163,061 Accumulated deficit . . . . . . . . . . . . . . . . . . . (115,878) (111,328) Note receivable from shareholder . . . . . . . . . . . . - (187) Accumulated other comprehensive loss . . . . . . . . . . (2,065) (2,122) ---------- -------------- Total shareholders' equity . . . . . . . . . . . . . 45,465 49,424 ---------- -------------- Total liabilities and shareholders' equity . . . . . $ 67,517 $ 71,768 ========== ==============
4 -----END PRIVACY-ENHANCED MESSAGE-----