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8-K - FORM 8-K - ONTO INNOVATION INC.a8-kq22012.htm
        
Nanometrics Incorporated
1550 Buckeye Drive
Milpitas, CA 95035
Tel: 408.545.6000
Fax: 408.232.5910
www.nanometrics.com
    


Investor Relations Contact:
Company Contact:
Claire McAdams
Ronald Kisling, CFO
Headgate Partners LLC
Nanometrics Incorporated
530.265.9899, 530.265.9699 fax
408.545.6143, 408.521.9490 fax
email: claire@headgatepartners.com
email: rkisling@nanometrics.com
Nanometrics Reports Second Quarter 2012 Financial Results

MILPITAS, Calif., July 26, 2012 - Nanometrics Incorporated (NASDAQ: NANO), a leading provider of advanced process control metrology and inspection systems, today announced financial results for its second quarter ended June 30, 2012.

Second Quarter Highlights
Revenues of $53.2 million; improved gross margin and profitability;
Continued increase in foundry business contribution, to 30% of second-quarter product revenues; and
Multiple market-expanding wins, including IMPULSE® integrated metrology for foundry etch, SPARK inspection for 3D advanced packaging, and UniFire® metrology for MEMS applications.
 
GAAP Results
 
 
 
 
 Q2 2012
 
Q1 2012
 
Q2 2011
 
 
 
 
 
 
 
 
 
Revenues
 
$
53,181

 
$
55,492

 
$
64,372

 
 
 
 
 
 
 
 
 
Gross Profit
 
$
24,759

 
$
25,066

 
$
35,872

 
 
 
 
 
 
 
 
 
Income from Operations
 
$
4,296

 
$
4,106

 
$
17,485

 
 
 
 
 
 
 
 
 
Net Income
 
$
4,506

 
$
1,703

 
$
11,087

 
 
 
 
 
 
 
 
 
Earnings per Diluted Share
 
$
0.19

 
$
0.07

 
$
0.47

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP Results
 
 
 
 
 
 
 
 
 
 
 
 Q2 2012 (2)
 
Q1 2012 (1)
 
Q2 2011
 
 
 
 
 
 
 
 
 
Gross Profit
 
$
25,396

 
$
25,703

 
$
36,104

 
 
 
 
 
 
 
 
 
Income from Operations
 
$
5,128

 
$
4,935

 
$
17,886

 
 
 
 
 
 
 
 
 
Net Income
 
$
3,079

 
$
2,884

 
$
11,344

 
 
 
 
 
 
 
 
 
Earnings per Diluted Share
 
$
0.13

 
$
0.12

 
$
0.48

A reconciliation between GAAP operating results and non-GAAP operating results is provided following the financial statements that are part of this release and on the investor page of our website. Non-GAAP results exclude the impact of amortization of acquired intangible assets and certain discrete tax items.
(1)
Non-GAAP results reported in Q1 reflect a tax benefit of $0.7 million related to certain first quarter foreign losses. This tax benefit was actually recorded for GAAP purposes in the second quarter of 2012 upon receipt of IRS approval of certain company tax elections. See also footnote (a) to the Reconciliation of GAAP to non-GAAP financial results.

(2)
Non-GAAP results for Q2 do not include the tax benefit of $0.7 million related to certain foreign losses incurred in Q1 (described in footnote 1 above) and the impact of certain Q2 discrete tax items. The company received the IRS approval described above in Q2, therefore GAAP results for Q2 include both Q1 and Q2 benefits associated with these certain foreign losses.  See also footnote (a) to the Reconciliation of GAAP to Non-GAAP financial results.

Commenting on the company's results, president and chief executive officer Dr. Timothy J. Stultz said, “We are pleased to report another strong quarter for Nanometrics, characterized by improved gross margin, improved profitability, key competitive wins and market-expanding product adoptions. We are currently seeing a decline in spending across our customer base, however our view is that this is a near-term pause, and that investments in both technology and capacity will begin to improve in early 2013. Today, we have more engagements across more products and platforms than at any time in our history - driven by key industry initiatives in 3D transistors, 3D memory devices and 3D packaging - as well as EUV lithography and the transition to 450mm wafers. In light of this, we are optimistic about the outlook for future growth and strengthening of our business."

Second Quarter 2012 Summary
Revenues for the second quarter of 2012 were $53.2 million, down 4% from $55.5 million in the first quarter and down 17% from $64.4 million in the second quarter of 2011. GAAP gross margin was 46.6%, compared to 45.2% in the prior quarter and 55.7% in the year-ago period. Non-GAAP gross margin, which excludes amortization of acquired intangible assets, was 47.8%, compared to 46.3% in the prior quarter and 56.1% in the year-ago period. The improvement compared to the first quarter of 2012 was primarily due to a higher mix of high-margin upgrade service revenues.



        
Nanometrics Incorporated
1550 Buckeye Drive
Milpitas, CA 95035
Tel: 408.545.6000
Fax: 408.232.5910
www.nanometrics.com
    


GAAP operating income was $4.3 million, compared to $4.1 million in the prior quarter and $17.5 million in the year-ago period. Non-GAAP operating income was $5.1 million, compared to $4.9 million in the prior quarter and $17.9 million in the second quarter of 2011.

GAAP net income was $4.5 million or $0.19 per diluted share, compared to $1.7 million or $0.07 per diluted share in the prior quarter and $11.1 million or $0.47 per diluted share in the second quarter of 2011. Non-GAAP net income was $3.1 million or $0.13 per diluted share, compared to $2.9 million or $0.12 per diluted share in the prior quarter and $11.3 million or $0.48 per diluted share in the second quarter of 2011.

At June 30, 2012, Nanometrics had $95.8 million in cash, cash equivalents and marketable securities and $161.9 million in working capital. Stockholders' equity, excluding intangible assets, was $193.8 million, or $8.36 per share based on 23.2 million shares outstanding at quarter end.
Business Outlook
Management forecasts a slowdown in industry spending, with total revenues expected to be in the range of $40 to $45 million in the third quarter of 2012. Management expects GAAP gross margin in the range of 44% to 48%, non-GAAP gross margin in the range of 46% to 49%, and operating expenses to increase between $0.4 million and $0.7 million from the second quarter. Management expects third quarter GAAP net earnings in the range of ($0.09) to $0.00 per share and non-GAAP net earnings in the range of ($0.07) to $0.02 per share.
Conference Call Details
A conference call to discuss second quarter 2012 results will be held today at 4:30 p.m. EDT (1:30 p.m. PDT). To participate in the conference call, the dial-in numbers are (877) 374-4041 for domestic callers and (253) 237-1156 for international callers. A live and recorded webcast will be made available on the investor page of the Nanometrics website at www.nanometrics.com.
Use of Non-GAAP Financial Information
Financial results such as non-GAAP gross profit, operating income, net income and net income per share, which exclude certain expenses, charges and special items, were not prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). Management uses non-GAAP financial results, which exclude acquisition-related expenses such as amortization of acquired intangibles and transaction costs, asset impairments, restructuring charges, legal settlements, certain discrete tax items and the impact of the timing of the approval of elections related to tax treatment of certain foreign subsidiaries, and other unusual and infrequent items to evaluate the company's ongoing performance and to enable comparison to other periods which did not include these unusual and infrequent items. The company believes the presentation of non-GAAP results is useful to investors for analyzing ongoing business trends, comparing performance to prior periods, and enhancing the investor's ability to view the company's results from management's perspective. A table presenting a reconciliation of GAAP results to non-GAAP results is included at the end of this press release and is available on the investor page of the Nanometrics website at www.nanometrics.com.
About Nanometrics
Nanometrics is a leading provider of advanced, high-performance process control metrology and inspection systems used primarily in the fabrication of semiconductors, high-brightness LEDs, data storage devices and solar photovoltaics. Nanometrics' automated and integrated systems address numerous process control applications, including critical dimension and film thickness measurement, device topography, defect inspection, overlay registration, and analysis of various other film properties such as optical, electrical and material characteristics. The company's process control solutions are deployed throughout the fabrication process, from front-end-of-line substrate manufacturing, to high-volume production of semiconductors and other devices, to advanced wafer-scale packaging applications. Nanometrics' systems enable device manufacturers to improve yields, increase productivity and lower their manufacturing costs. The company maintains its headquarters in Milpitas, California, with sales and service offices worldwide. Nanometrics is traded on NASDAQ Global Select Market under the symbol NANO. Nanometrics' website is http://www.nanometrics.com.
Forward Looking Statements
This press release contains forward-looking statements including, but not limited to, statements included in the quotation from management, and statements included in the business outlook section including statements regarding revenue, margins, profitability and product adoption. These forward looking statements may also be identified by words such as “expect,” “anticipate,” “believe,” “estimate,” “forecasts,” “plan,” “predict,” “view,” and similar terms. Although Nanometrics believes that the expectations reflected in the forward-looking statements are reasonable, actual results could differ materially from the expectations due to a variety of factors including economic conditions, levels of industry spending, shifts in the timing of customer orders and product shipments, market adoption rates, changes in product mix, our ability to implement supply cost reductions, and increased operating expenses. For additional information and considerations regarding the risks faced by Nanometrics, see its annual report on Form 10-K for the year ended December 31, 2011 as filed with the Securities and Exchange Commission, as well as other periodic reports filed with the SEC from time to time. Nanometrics disclaims any obligation to update information contained in any forward-looking statement.




        
Nanometrics Incorporated
1550 Buckeye Drive
Milpitas, CA 95035
Tel: 408.545.6000
Fax: 408.232.5910
www.nanometrics.com
    


NANOMETRICS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(Unaudited)
 
 
 
 As of June 30,
 
As of December 31,
 
 
 
2012
 
2011
 
ASSETS
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
 
$
81,990

 
$
97,699

 
Marketable securities
 
13,854

 

 
Accounts receivable, net of allowances of $82 and $117, respectively
 
40,308

 
29,289

 
Inventories
 
45,379

 
52,260

 
Inventories - delivered systems
 
1,850

 
1,637

 
Prepaid expenses and other
 
9,959

 
8,119

 
Deferred income tax assets
 
9,277

 
12,406

 
       Total current assets
 
202,617

 
201,410

 
 
 
 
 
 
 
Property, plant and equipment, net
 
42,203

 
35,521

 
Goodwill
 
10,796

 
11,990

 
Intangible assets, net
 
12,229

 
14,394

 
Deferred income tax assets, non - current
 
4,927

 
2,864

 
Other assets
 
866

 
1,042

 
       Total assets
 
$
273,638

 
$
267,221

 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
 
$
8,988

 
$
7,975

 
Accrued payroll and related expenses
 
6,967

 
8,837

 
Deferred revenue
 
9,245

 
5,788

 
Other current liabilities
 
14,382

 
16,709

 
Income taxes payable
 
337

 
707

 
Current portion of debt obligations
 
790

 
765

 
       Total current liabilities
 
40,709

 
40,781

 
 
 
 
 
 
 
Deferred revenue, non - current
 
5,296

 
4,547

 
Income taxes payable, non - current
 
2,430

 
2,401

 
Other non - current liabilities
 
2,078

 
2,813

 
Debt obligations, net of current portion
 
6,349

 
6,687

 
       Total liabilities
 
56,862

 
57,229

 
 
 
 
 
 
Stockholders’ equity:
 
 
 
 
 
Common stock, $0.001 par value, 47,000,000 shares
 
 
 
 
 
     authorized; 23,189,435 and 23,182,771, respectively,
 
 
 
 
 
     issued and outstanding
 
23

 
23

 
Additional paid - in capital
 
238,232

 
236,735

 
Accumulated deficit
 
(22,106
)
 
(28,315
)
 
Accumulated other comprehensive income
 
627

 
1,549

 
       Total stockholders’ equity
 
216,776

 
209,992

 
       Total liabilities and stockholders’ equity
 
$
273,638

 
$
267,221




        
Nanometrics Incorporated
1550 Buckeye Drive
Milpitas, CA 95035
Tel: 408.545.6000
Fax: 408.232.5910
www.nanometrics.com
    


NANOMETRICS INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 
 
 
Three Months Ended
 
Six Months Ended
 
 
 
June 30,
 
July 2,
 
June 30,
 
July 2,
 
 
 
2012
 
2011
 
2012
 
2011
Net revenues:
 
 
 
 
 
 
 
 
 
Products
 
$
41,556

 
$
54,227

 
$
89,414

 
$
108,210

 
Service
 
11,625

 
10,145

 
19,259

 
18,305

 
       Total net revenues
 
53,181

 
64,372

 
108,673

 
126,515

 
 
 
 
 
 
 
 
 
 
Costs of net revenues:
 
 
 
 
 
 
 
 
 
Cost of products
 
22,627

 
23,334

 
47,446

 
45,981

 
Cost of service
 
5,158

 
4,934

 
10,128

 
9,275

 
Amortization of intangible assets
 
637

 
232

 
1,274

 
464

 
       Total costs of net revenues
 
28,422

 
28,500

 
58,848

 
55,720

 
       Gross profit
 
24,759

 
35,872

 
49,825

 
70,795

 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
Research and development
 
7,644

 
5,779

 
15,120

 
11,267

 
Selling
 
7,041

 
6,997

 
14,252

 
13,696

 
General and administrative
 
5,583

 
5,442

 
11,664

 
10,941

 
Amortization of intangible assets
 
195

 
169

 
387

 
343

 
       Total operating expenses
 
20,463

 
18,387

 
41,423

 
36,247

 
       Income from operations
 
4,296

 
17,485

 
8,402

 
34,548

 
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
 
 
Interest income
 
33

 
65

 
85

 
105

 
Interest expense
 
(264
)
 
(341
)
 
(533
)
 
(678
)
 
Other, net
 
(49
)
 
(470
)
 
(224
)
 
(983
)
 
       Total other expense, net
 
(280
)
 
(746
)
 
(672
)
 
(1,556
)
 
 
 
 
 
 
 
 
 
 
Income before income taxes
 
4,016

 
16,739

 
7,730

 
32,992

Provision (benefit) for income taxes
 
(490
)
 
5,652

 
1,521

 
11,395

 
Net income
 
$
4,506

 
$
11,087

 
$
6,209

 
$
21,597

 
 
 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
 
 
Basic
 
$
0.19

 
$
0.49

 
$
0.27

 
$
0.95

 
Diluted
 
$
0.19

 
$
0.47

 
$
0.26

 
$
0.92

 
 
 
 
 
 
 
 
 
 
Shares used in per share calculation:
 
 
 
 
 
 
 
 
 
Basic
 
23,395

 
22,709

 
23,372

 
22,637

 
Diluted
 
23,877

 
23,442

 
23,924

 
23,422





        
Nanometrics Incorporated
1550 Buckeye Drive
Milpitas, CA 95035
Tel: 408.545.6000
Fax: 408.232.5910
www.nanometrics.com
    


NANOMETRICS INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Six-month Period Ended
 
June 30, 2012
 
July 2, 2011
Cash flows from operating activities:
 
 
 
Net income
$
6,209

 
$
21,597

Reconciliation of net income to net cash provided by (used in) operating activities:
 
 
 
Depreciation and amortization
4,511

 
2,910

Stock-based compensation
3,054

 
1,777

Excess tax benefit from equity awards
(814
)
 
(1,519
)
Loss on disposal of fixed assets
134

 
3

Inventory write down
1,086

 
728

Deferred income taxes
995

 
1,425

Other, net
7

 

Changes in fair value of contingent payments to Zygo Corporation
9

 
391

Changes in assets and liabilities:
 
 
 
Accounts receivable
(11,141
)
 
1,092

Inventories
(1,136
)
 
(5,502
)
Inventories-delivered systems
(313
)
 
(969
)
Prepaid expenses and other
(1,709
)
 
(3,200
)
Accounts payable, accrued and other liabilities
(3,629
)
 
2,010

Deferred revenue
4,222

 
2,607

Income taxes payable
466

 
2,315

Net cash provided by operating activities
1,951

 
25,665

Cash flows from investing activities:
 
 
 
Payments to Zygo Corporation related to acquisition
(198
)
 
(191
)
Escrow payment received related to acquisition of Nanda
508

 

Purchases of marketable securities
(13,860
)
 

Purchases of property, plant and equipment
(2,730
)
 
(1,746
)
Net cash used in investing activities
(16,280
)
 
(1,937
)
Cash flows from financing activities:
 
 
 
Repayments of debt obligations
(374
)
 
(282
)
Proceeds from sale of shares under employee stock option plans and purchase plans
2,632

 
3,539

Excess tax benefit from equity awards
814

 
1,519

Taxes paid on net issuance of stock awards
(16
)
 
(46
)
Repurchase of common stock
(4,960
)
 
(4,257
)
Net cash provided by (used in) financing activities
(1,904
)
 
473

Effect of exchange rate changes on cash and cash equivalents
524

 
1,024

Net increase (decrease) in cash and cash equivalents
(15,709
)
 
25,225

Cash and cash equivalents, beginning of period
97,699

 
66,460

Cash and cash equivalents, end of period
$
81,990

 
$
91,685










        
Nanometrics Incorporated
1550 Buckeye Drive
Milpitas, CA 95035
Tel: 408.545.6000
Fax: 408.232.5910
www.nanometrics.com
    


NANOMETRICS INCORPORATED
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(In thousands, except per share amounts)
(Unaudited)
 
 
 
Three Months Ended
 
Six Months Ended
 
 
 
Jun 30,
 
Mar 31,
 
Jul 2,
 
Jun 30,
 
Jul 2,
 
 
 
2012
 
2012
 
2011
 
2012
 
2011
Reconciliation of GAAP gross profit to non-GAAP gross profit
 
 
 
 
 
 
GAAP gross profit
 
$
24,759

 
$
25,066

 
$
35,872

 
$
49,825

 
$
70,795

 
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 Amortization of intangible assets
 
637

 
637

 
232

 
1,274

 
464

 Non-GAAP gross profit
 
$
25,396

 
$
25,703

 
$
36,104

 
$
51,099

 
$
71,259

 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of GAAP operating income to non-GAAP operating income
 
 
 
 
 
 
GAAP operating income
 
$
4,296

 
$
4,106

 
$
17,485

 
$
8,402

 
$
34,548

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 Amortization of intangible assets included in cost of revenues
 
637

 
637

 
232

 
1,274

 
464

 
 Amortization of intangible assets included in operating expenses
 
195

 
192

 
169

 
387

 
343

 
 Total non-GAAP adjustments to operating income
 
832

 
829

 
401

 
1,661

 
807

 Non-GAAP operating income
 
$
5,128

 
$
4,935

 
$
17,886

 
$
10,063

 
$
35,355

 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of GAAP net income to non-GAAP net income
 
 
 
 
 
 
GAAP net income
 
$
4,506

 
$
1,703

 
$
11,087

 
$
6,209

 
$
21,597

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 Total non-GAAP adjustments to non-GAAP operating income
 
832

 
829

 
401

 
1,661

 
807

 
 Income tax effect of non-GAAP adjustments
 
(304
)
 
(303
)
 
(144
)
 
(607
)
 
(291
)
 
 Discrete tax adjustment
(a)
(1,955
)
 
655

 

 
(1,300
)
 

 Non-GAAP net income
 
$
3,079

 
$
2,884

 
$
11,344

 
$
5,963

 
$
22,113

 
 
 
 
 
 
 
 
 
 
 
 
GAAP net income per diluted share
 
$
0.19

 
$
0.07

 
$
0.47

 
$
0.26

 
$
0.92

 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP net income per diluted share
 
$
0.13

 
$
0.12

 
$
0.48

 
$
0.25

 
$
0.94

 
 
 
 
 
 
 
 
 
 
 
 
Shares used in diluted income per share calculation
 
23,877

 
23,981

 
23,442

 
23,924

 
23,422


(a) Reflects the tax benefit for certain first quarter foreign losses related to entity classification elections that were approved by the IRS in the second quarter. The tax benefit of these first quarter losses was recorded as a decrease to the second quarter tax provision on a GAAP basis. The discrete tax adjustment for the second quarter also excludes the one-time benefit associated with the recognition of Deferred Tax Assets related to the entity classification elections, resulting in a combined first and second quarter effective tax rate of approximately 36.5%.