-----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, DwBn+Nk3e9GigwG3xQm2SVM254cXgl8iNe41DIuJNFHvlddVqY9eESN7CaDhGE7U G8zutB8iZ8fUr7x4miYFNA== 0001015402-04-004607.txt : 20041105 0001015402-04-004607.hdr.sgml : 20041105 20041104205116 ACCESSION NUMBER: 0001015402-04-004607 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041104 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041105 DATE AS OF CHANGE: 20041104 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: 041120995 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 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) NOVEMBER 4, 2004 -------------------- GENUS, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 000-17139 94-2790804 ---------- --------- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1139 Karlstad Drive Sunnyvale, CA 94089 (Address of principal executive offices, including zip code) (408) 747-7120 (Registrant's telephone number, including area code) (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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ 1 ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On November 3, 2004, Genus, Inc. issued an earnings release announcing its financial results for its third fiscal quarter ended September 30, 2004. A copy of the earnings release is attached as Exhibit 99.1. The information in this Current Report is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS. EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release dated November 3, 2004 2 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. GENUS, INC. By: /s/ Shum Mukherjee ----------------------- Shum Mukherjee Chief Financial Officer Date: November 4, 2004 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release dated November 3, 2004* * This exhibit is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. EX-99.1 2 doc2.txt EXHIBIT 99.1 EXHIBIT 99 GENUS REPORTS THIRD QUARTER 2004 RESULTS SUNNYVALE, CALIF. - NOVEMBER 3, 2004 - Genus, Inc. (Nasdaq: GGNS) today reported financial results for its third quarter and nine months ended September 30, 2004. Senior management will conduct an investor conference call to discuss these results and the company's financial outlook in more detail today at 2 pm pacific time, Wednesday, November 3, 2004. Access information is provided below. Net sales for the third quarter of 2004 were $10.0 million compared to $9.1 million for the same quarter of 2003 and $8.8 million in second quarter of 2004. Net sales for the nine months ended September 30, 2004 were $30.9 million, down from $41.5 million for the nine months ended September 30, 2003. The net loss for the third quarter 2004 was $3.9 million or ($0.10) per diluted share compared to net loss of $2.8 million or ($0.09) per share in the same quarter of 2003. Net loss in the third quarter of 2004 included $473,000 of expenses related to the previously announced proposed merger with Aixtron. The net loss for the nine months ended September 30, 2004 was $8.5 million or ($0.21) per diluted share compared to a net loss of $3.8 million or ($0.13) per share for the nine months ended September 30, 2003. "Although year to date results have been disappointing from a P&L standpoint, customer activity gained momentum toward the end of the quarter for both our chemical vapor deposition (CVD) and atomic layer deposition (ALD) product offerings," commented Bill Elder, Genus chairman and CEO. "We have already added two new customers this year." Gross margin as a percentage of revenues was 21 percent for the third quarter of 2004 compared to 23 percent for the same quarter of 2003. Gross margin as a percentage of revenues was 29 percent, the same for both the nine months ended September 30, 2004 and 2003. Research and development expenses were $2.1 million in the third quarter of 2004, $400,000 higher than expenses of $1.7 million in the third quarter of 2003, reflecting expenses related to additional temporary headcount required to complete two important development programs on ALD technology. Sales, general and administrative expenses (SG&A) were $3.1 million in the third quarter of 2004, $300,000 higher than SG&A expenses of $2.8 million in the third quarter of 2003, primarily reflecting increased expenses related to customer demo programs of $120,000 in the third quarter of 2004 and the recovery of $110,000 in bad debts in third quarter of 2003. In addition, in the third quarter of 2004, Genus incurred merger related expenses of $473,000. Operating expenses, including research and development, sales, general and administrative expenses and merger related expenses were $16.3 million for the nine months ended September 30, 2004, compared to $14.6 million recorded for the nine months ended September 30, 2003. For the nine months ended September 30, 2004, Genus incurred merger related expenses of $1.3 million. Genus ended the third quarter of 2004 with cash, cash equivalents and short-term investments of $33.9 million, compared with a balance of $41.6 million on December 31, 2003. CONFERENCE CALL INFORMATION Genus plans to host an investor conference call on Wednesday, November 3, 2004, at 2 pm. 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 dialing 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 -
GENUS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED NINE MONTHS ENDED September 30, September 30, 2004 2003 2004 2003 -------- -------- ---------- -------- Net sales. . . . . . . . . . . . . . . . . . . $ 9,959 $ 9,107 $ 30,923 $41,541 Costs and expenses: Cost of goods sold . . . . . . . . . . . 7,886 7,049 21,842 29,438 Research and development . . . . . . . . 2,060 1,663 5,732 5,758 Selling, general and administrative. . . 3,111 2,800 9,262 8,842 Expenses related to proposed merger. . . 473 - 1,294 - -------- -------- ---------- -------- Loss from operations . . . . . . . . . . . . . (3,571) (2,405) (7,207) (2,497) Interest expense . . . . . . . . . . . . . . . (437) (411) (1,285) (1,318) Other income, net .. . . . . . . . . . . . . . 79 35 212 84 -------- -------- ---------- -------- Loss before income taxes . . . . . . . . . . . (3,929) (2,781) (8,280) (3,731) Provision for (benefit from) income taxes . . . (25) 56 174 56 -------- -------- ---------- -------- Net loss . . . . . . . . . . . . . . . . . . . $(3,904) $(2,837) $ (8,454) $(3,787) ======== ======== ========== ======== Net loss per share - basic and diluted . . . . $ (0.10) $ (0.09) $ (0.21) $ (0.13) Shares used in per share calculation - basic and diluted 39,759 30,628 39,673 29,624 ======== ======== ========== ========
GENUS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS) SEPTEMBER 30, DECEMBER 31, 2004 2003 ---------- -------------- ASSETS Current Assets: Cash and cash equivalents . . . . . . . . . . . . . . . . . $ 20,904 $ 41,608 Short term investments. . . . . . . . . . . . . . . . . . . 13,015 - Accounts receivable, net. . . . . . . . . . . . . . . . . . 6,857 9,606 Inventories . . . . . . . . . . . . . . . . . . . . . . . . 12,897 9,783 Other current assets. . . . . . . . . . . . . . . . . . . . 1,549 854 ---------- -------------- Total current assets. . . . . . . . . . . . . . . . . 55,222 61,851 Equipment, furniture and fixtures, net. . . . . . . . . . . . . . 11,378 8,748 Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . 681 1,169 ---------- -------------- Total assets. . . . . . . . . . . . . . . . . . . . . $ 67,281 $ 71,768 ========== ============== LIABILITIES Current Liabilities: Short-term bank borrowings. . . . . . . . . . . . . . . . . $ 7,500 $ 6,500 Accounts payable. . . . . . . . . . . . . . . . . . . . . . 5,774 4,956 Accrued expenses. . . . . . . . . . . . . . . . . . . . . . 3,521 4,130 Deferred revenue. . . . . . . . . . . . . . . . . . . . . . 433 331 Customer advances . . . . . . . . . . . . . . . . . . . . . 2,080 372 Notes payable . . . . . . . . . . . . . . . . . . . . . . . 47 249 7% convertible notes. . . . . . . . . . . . . . . . . . . . 6,368 - ---------- -------------- Total current liabilities. . . . . . . . . . . . . . 25,723 16,538 7% convertible notes. . . . . . . . . . . . . . . . . . . . . . . - 5,806 ---------- -------------- Total liabilities . . . . . . . . . . . . . . . . . . 25,723 22,344 ---------- -------------- SHAREHOLDERS' EQUITY Common stock, no par value: Authorized 100,000 shares; Issued and outstanding 39,759 shares at September 30, 2004 and 39,554 shares at December 31, 2003 . . . . . . . . 163,408 163,061 Accumulated deficit . . . . . . . . . . . . . . . . . . . . (119,782) (111,328) Note receivable from shareholder. . . . . . . . . . . . . . - (187) Accumulated other comprehensive loss. . . . . . . . . . . . (2,068) (2,122) ---------- -------------- Total shareholders' equity. . . . . . . . . . . . . . 41,558 49,424 ---------- -------------- Total liabilities and shareholders' equity $ 67,281 $ 71,768 ========== ==============
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