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

FORM 10-Q

Commission File Number: 000-27863

NORTEM N.V. (formerly Metron Technology N.V.)
(Exact name of registrant as specified in its charter)

Ind. Terrein Bijsterhuizen (Noord) 21-01
POB 250
NL-6600 AG Wijchen
The Netherlands
(Address of principal executive offices)

Registrant's telephone number, including area code: +31 (0)6 2742 0248

Metron Technology N.V., 4425 Fortran Drive, San Jose, California 95134-2300
(Former Name, Former Address and Former Fiscal Year, if Changed Since 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. Yes ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

NORTEM N.V. (formerly Metron Technology N.V.)

INDEX

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NORTEM N.V. (formerly Metron Technology N.V.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollars in thousands except per share data)

The accompanying Notes are an integral part of the Condensed Consolidated Financial Statements.

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NORTEM N.V. (formerly Metron Technology N.V.)
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in thousands except share and per share data)

The accompanying Notes are an integral part of the Condensed Consolidated Financial Statements.

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NORTEM N.V. (formerly Metron Technology N.V.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)

The accompanying Notes are an integral part of the Condensed Consolidated Financial Statements.

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NORTEM N.V. (formerly Metron Technology N.V.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.     BASIS OF PRESENTATION AND ACQUISITION OF CERTAIN ASSETS OF NORTEM N.V. (FORMERLY METRON TECHNOLOGY N.V.) BY APPLIED MATERIALS, INC.

Unaudited Interim Financial Information

        The financial statements in this Form 10-Q are presented on a going concern basis since the required shareholder approval of the sale of the Company's subsidiaries and substantially all of its assets to Applied Materials, Inc ("Applied"—See below) occurred on December 10, 2004, which was subsequent to the date of these financial statements. The condensed consolidated financial statements (including notes to condensed consolidated financial statements) of Nortem N.V. ("Nortem" or the "Company," formerly Metron Technology, N.V.) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for their fair presentation. This report should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended May 31, 2004 included in the Company's Annual Report on Form 10-K, as amended, as filed with the SEC.

Acquisition of Nortem N.V. (Formerly Metron Technology N.V.) by Applied

        On December 10, 2004, the shareholders of the Company approved the Stock and Asset Purchase Agreement ("Purchase Agreement"), dated August 16, 2004, with Applied. Concurrently with the close of the transaction on December 14, 2004, the Company changed its name to Nortem N.V., filed for liquidation in the Netherlands, the Managing Board of Directors resigned, and the liquidators approved by the Company's shareholders, assumed the management responsibilities of the Company.

        Under the Purchase Agreement, the Company sold to Applied the outstanding shares of its worldwide operating subsidiaries and substantially all of the other assets of the Company, including, but not limited to, the Company's intellectual property and technology and all cash and cash equivalents other than an amount equal to $2.0 million plus cash received prior to closing upon exercise of warrants and options. Under the Purchase Agreement, Applied (a) paid the Company the sum of $84.6 million; (b) assumed certain of the Company's liabilities; (c) will pay the Company amounts related to certain Netherlands surtax liabilities and withholding obligations; and (d) will reimburse the Company for up to $2.75 million of certain costs after the close of the transaction. The Company's shareholders will not receive any payments directly from Applied. The Company expects to record a gain of approximately $20 million to $25 million from the sale of the subsidiaries and substantially all of its assets to Applied.

        Following the closing of the transaction and the satisfaction of the Company's liabilities, the Company will distribute cash in two or more distributions to its shareholders. The Company expects to make an initial liquidating distribution by the end of February 2005. At the conclusion of the liquidation process, which the Company expects will be completed approximately six months following the closing of the transaction with Applied, any cash of the Company remaining after the satisfaction of its liabilities will be distributed to its shareholders. The Company estimates that the total amount of distributions to shareholders in connection with the transaction with Applied and the subsequent liquidation and dissolution of the Company will be in the range of approximately $4.70 to approximately $4.79 per share, excluding the effect of tax withholding requirements that apply differently to each shareholder. This range considers both settlement options for the convertible debenture (either cash payment or the conversion to shares) as described in Note 4, and also assumes the exercise of the warrants.

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        The Company's Supervisory Board and liquidators have not established a timetable for any distributions to its shareholders. The Company is unable at this time to predict the precise amount or timing of any distributions. The amount and timing of the above-described distributions are dependent upon a variety of factors, including the timing and costs of winding up the Company's business and dissolving, the ultimate method under which the convertible debentures are settled and other factors. In the event that the Company's liabilities exceed current estimates or unanticipated issues arise in connection with the satisfaction of the Company's liabilities, the liquidating distribution to the Company's shareholders will be less than currently estimated and may be made later than currently anticipated.

        Pro forma net assets of the Company after the closing of the transaction with Applied consisted of the following estimates:

        As of November 30, 2004, the Company had accounts receivable from Applied of approximately $0.3 million. The Company sold approximately $0.8 million and $1.9 million, respectively, of products to Applied for the three and six-month periods ended November 30, 2004.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

        The Company's revenue consists primarily of product revenues generated from the sale of equipment and materials and revenues associated with the provision of services. Revenue is recognized in accordance with Staff Accounting Bulletin No. 104, Revenue Recognition (SAB104), which superceded Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB101). SAB 104 incorporates Emerging Issues Task Force 00-21 (EITF 00-21), Multiple-Deliverable Revenue Arrangements, which was implemented by the company during its second quarter of fiscal 2004. EITF 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing EITF 00-21 on the Company's consolidated financial position and results of operations was not significant.

        The Company buys equipment made by original equipment manufacturers ("OEMs") for resale where it acts as principal, including taking title to the equipment and assuming all responsibility for installation and warranty. These equipment sales are recorded as "multiple element" transactions in which the portion of the sale represented by future installation is deferred, and only the residual amount of the sale representing the equipment itself is recognized upon shipment to the customer. In

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certain circumstances, depending on the specific terms of the transaction, such as when the customer's retainage exceeds the amount of deferred installation revenue, all or a portion of the residual equipment revenue is deferred. Installation revenue and deferred equipment revenue, if any, are recognized upon completion of the installation and the customer's acknowledgement that the equipment is available for production use. Occasionally, the Company sells equipment as agent for OEMs and recognizes commission income, rather than revenue from an equipment sale, upon shipment. The Company continues to expand its capability to manufacture and rebuild certain legacy equipment ("Legends Product Line") as it acquires rights to do so from OEMs. Revenues from the sale of legacy equipment where the Company does not have a manufacturing history are recognized upon customer acceptance.

        Revenues from the sale of materials and other products other than equipment are generally recognized on the shipment of goods to customers. Revenue from service agreements is recognized ratably over the agreement period, while revenue from service without a service agreement is recognized in the periods in which the services are rendered to customers when all of the other criteria for revenue recognition are met.

Loss Per Share

        Basic and diluted loss per common share are based on the weighted-average number of common shares outstanding in each period were as follows:

        The following share equivalents excluded from diluted earnings per share for the quarters and year-to date periods of fiscal 2005 and 2004 because their effect was anti-dilutive:

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Inventories

        Inventories consist primarily of purchased products and are stated at the lower of cost (first-in, first-out or weighted average basis) or net realizable value. Provisions are made for slow-moving and obsolete items. Components of inventory were as follows:

Accounting for Stock Options

        The Company uses the intrinsic value-based method under the provisions of Accounting Principles Board No. 25 to account for employee stock-based compensation plans. The Company has adopted the disclosure requirements of SFAS 148, Accounting for Stock Based Compensation Transition and Disclosure (an amendment of SFAS 123). As the result of the transaction with Applied, the Company's stock option plans terminated in December 2004.

        The following pro-forma information has been prepared as if the Company had accounted for its stock options and ESPP using the fair value accounting method established by SFAS 123. Additional compensation expense arising from the application of SFAS 123 has been estimated using the Black-Scholes option valuation method from the date of grant. For purposes of the pro forma disclosures below, additional compensation cost is amortized to expense over the options' vesting period.

(a)    Based on the following assumptions for stock option grants in the second fiscal quarter of 2004: risk-free weighted average interest rates of 3.2%. There were no grants of options during the second quarter of fiscal 2005. Risk-free weighted average interest rates for the six-month periods ended November 30, 2004 and 2003 were 3.9% and 2.6%, respectively. The weighted average expected option lives is 5.0 years for all periods; with no dividend yield in any period. A volatility of 80% and 83% has been used for the three and six-month periods ended November 30, 2004 and 2003, respectively.

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(b)    Based on the following assumptions for the ESPP for both the three and six-month periods ended November 30, 2004: risk-free weighted average interest rates of 1.29%, weighted average expected option lives was 6 months; there was no dividend yield in each period and a volatility of 80% has been used. During the three and six-month periods ended November 30, 2003 there was no ESPP activity.

3.     PURCHASES OF PRODUCT LINE

        In September 2003, the Company acquired certain assets related to the Eclipse physical vapor deposition equipment product line from Tokyo Electron Ltd. ("TEL"). These assets consisted of $7.6 million of inventories, $6.0 million of intellectual properties pursuant to a license agreement and $0.1 million of other assets. As consideration, Metron Technology Distribution Corporation (MTDC), a wholly-owned subsidiary of the Company, issued to TEL a five-year promissory note in the principal amount of approximately $7.7 million, which bears interest at approximately 1.6% per annum, primarily for the purchase of Eclipse inventory at fair value. Principal and interest are payable quarterly beginning September 2004 over a five-year period. As part of the agreement, MTDC paid approximately $33,000 at closing for the excess over $100,000 of TEL's net book value of fixed assets acquired. Additionally, MTDC entered into a royalty-free, irrevocable, worldwide, perpetual, and nontransferable license agreement providing for payments by MTDC over a 5-year period totaling $6.0 million and an agreement to sublease the facility used by TEL in connection with manufacturing of the Eclipse products. The fair value of the license agreement ($6.0 million) has been recorded in intangibles and other long-term assets and is being amortized to cost of revenue ($0.3 million for each of our first two quarters of fiscal 2005) on a straight-line basis over its estimated useful life of 5 years. The current and future payment obligations for the license ($6.0 million) agreement has been recorded in other current liabilities of $1.2 million and other long-term liabilities of $3.6 million in the accompanying consolidated balance sheet as of November 30, 2004. As a result of the transaction with Applied, the license agreement and note payable to TEL were assigned to Applied, however, the Company will remain as guarantor.

        At November 30, 2004, the future amortization of the acquired intangible assets was as follows:

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4.     CONVERTIBLE DEBENTURES

        Convertible debentures at November 30, 2004 were as follows:

        In December 2004, the Company sold substantially all of its subsidiaries and assets to Applied and commenced liquidation (See note 1). The Company expects to record additional interest expense for $6.2 million that represents the write-off of the remaining unamortized debt discount to record the principal amount of its convertible debentures of $13.0 million with the closing of the Applied transaction in the third quarter of fiscal 2005. Additionally, the Company expects to write-off $0.5 million as interest expense for the unamortized placement agent fees that remained at November 30, 2004.

        The convertible debentures and warrants remain as obligations of the Company. As a result of the transaction with Applied, the holders of the convertible debentures will have the right either to convert the debentures into common shares and participate in the liquidating distribution or to receive a cash payment equal to 120% of the principal of $13.0 million or $15.6 million if all holders choose this option. The holders of warrants may exercise the warrants and receive the same liquidating distribution.

        In June 2004, the Company issued $6.0 million principal amount of convertible debentures for $5.6 million of proceeds, net of $0.4 million of issuance costs, with an annual interest rate of 6.5%, payable quarterly beginning September 1, 2004. The 6.5% convertible debentures are convertible into approximately 1,667,000 common shares of the Company at any time after the closing date based on a per-share price equal to $3.60. The closing per share price of the transaction was equal to the volume-weighted average of the closing price for the common shares of the Company as listed on NASDAQ for ten days prior to and including May 21, 2004. The quarterly interest is payable at the Company's option with either cash or, subject to certain conditions, registered common shares of the Company. The Company, at its option, can require the holders to convert the 6.5% convertible debentures into common shares of the Company in the event the volume-weighted average of the closing price for the common shares of the Company for any 20 consecutive trading days exceeds $11.00, subject to certain conditions.

        The Company issued the purchasers of the 6.5% convertible debentures warrants to purchase an aggregate of approximately 767,000 common shares of the Company. One-half of the warrants are exercisable at $3.79 per share, with the remaining warrants being exercisable at $3.92 per share. All warrants are exercisable for a five-year period after June 2004. Additionally, the Company paid a fee of $0.4 million to the placement agent.

        The 6.5% convertible debentures and warrants were recorded at their relative fair values in accordance with Accounting Principles Board Opinion No. 21 Interest on Receivables and Payables. The relative fair value allocated to the debt was determined to be approximately $4.8 million. The relative fair value assigned to the warrants was determined using the Black Scholes option pricing model, and

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approximately $1.2 million was recorded as a discount of the debt and as an increase in shareholders' equity. The debt discount attributable to the warrants is being accreted as additional non-cash interest expense over the life of the debt using the effective interest method.

        In August 2003, the Company issued convertible debentures with a $7.0 million face value (resulting in $6.7 million of proceeds, net of issuance costs) with an annual interest rate of 8% ("8% convertible debentures"), payable quarterly beginning December 1, 2003. The issuance of the 6.5% convertible debentures required certain anti-dilution adjustments for both the conversion price per share and warrants price per share for the 8% convertible debentures. As a result of the issuance of the 6.5% convertible debentures, the 8% convertible debentures are convertible into approximately 1,944,000 common shares of the Company based on a per share price equal to $3.60 (previously $3.79). The quarterly interest is payable at the Company's option with either cash or, subject to certain conditions, registered common shares of the Company. The Company, at its option, can require the holders to convert the 8% convertible debentures into common shares of the Company in the event the volume-weighted average of the closing price for the common shares of the Company for any 20 consecutive trading days exceeds $10.34, subject to certain conditions. After February 25, 2007, the remaining balance of the 8% convertible debentures not converted into common shares must be repaid to the holders in cash, including any accrued interest.

        The Company issued the purchasers and the placement agent of the 8% convertible debentures warrants to purchase an aggregate of approximately 867,000 common shares of the Company. One-half of the warrants are exercisable at