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8-K - FORM 8-K - ONTO INNOVATION INC.a8-kq42012.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 Fourth Quarter and Full Year 2012 Financial Results

MILPITAS, Calif., February 4, 2013 - Nanometrics Incorporated (NASDAQ: NANO), a leading provider of advanced process control metrology and inspection systems, today announced financial results for its fourth quarter and full year ended December 29, 2012.

Fourth Quarter Highlights
Increased penetration at major foundry customers, which together comprised 26% of product sales;
Adoption of our Atlas® optical critical dimension (OCD) metrology at multiple customers for development and pilot line production of 3D memory devices;
New tool-of-record selections of the UniFire system for advanced wafer scale packaging applications at multiple foundry and memory customers;
Multiple Spark and UniFire systems placed for advanced lithography cluster control for inspection and metrology; and
$3.5 million in stock repurchases of 250,000 shares.

 
GAAP Results
 
 
 
 
Q4 2012
 
Q3 2012
 
Q4 2011
 
FY 2012
 
FY2011
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
30,270

 
$
43,938

 
$
45,277

 
$
182,881

 
$
230,061

 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Profit
 
$
11,951

 
$
22,152

 
$
20,710

 
$
83,928

 
$
122,101

 
 
 
 
 
 
 
 
 
 
 
 
 
Income (Loss) from Operations
 
$
(6,538
)
 
$
3,614

 
$
(528
)
 
$
5,478

 
$
45,766

 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss)
 
$
(3,647
)
 
$
1,903

 
$
(532
)
 
$
4,465

 
$
28,685

 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings (Loss) per Diluted Share
 
$
(0.16
)
 
$
0.08

 
$
(0.02
)
 
$
0.19

 
$
1.22

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP Results
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Q4 2012
 
Q3 2012
 
Q4 2011
 
FY 2012
 
FY2011
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Profit
 
$
12,597

 
$
22,781

 
$
21,120

 
$
86,477

 
$
123,178

 
 
 
 
 
 
 
 
 
 
 
 
 
Income loss from Operations
 
$
(5,696
)
 
$
4,436

 
$
3,815

 
$
8,803

 
$
51,927

 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss)
 
$
(3,112
)
 
$
2,425

 
$
2,315

 
$
5,276

 
$
32,695

 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings (Loss) per Diluted Share
 
$
(0.13
)
 
$
0.10

 
$
0.10

 
$
0.22

 
$
1.39


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 for all periods presented exclude the impact of amortization of acquired intangible assets.

Commenting on the company's results, president and chief executive officer Dr. Timothy J. Stultz said, “In 2012 we focused on and accomplished several important objectives. We shipped and recognized revenue on our first 450mm Atlas systems, significantly increased our penetration of the foundry segment, continued to expand our installed base of UniFire systems across multiple leading customers, achieved initial penetration of the Spark system into several sites, and strengthened our position at every one of our key strategic customer accounts.

"While our year-on-year decline in revenues was primarily driven by the decline in memory spending and weakness in the LED and bare wafer silicon end markets, we did achieve significant growth in revenues to foundry customers and we had another strong year of Atlas OCD sales. Our focus today is investing in the future growth of the company with leading-edge products developed in close collaboration with the largest device manufacturers in the world. While industry conditions remain soft in the near term, we currently see encouraging signs for a substantial improvement in industry spending plans for the second half of 2013. We believe the investments we are making today will drive incremental revenue growth and allow us to outperform the industry when spending recovers."

Fourth Quarter 2012 Summary
Revenues for the fourth quarter of 2012 were $30.3 million, down 31% from $43.9 million in the third quarter and down 33% from $45.3 million in the fourth quarter of 2011. Gross margin was 39.5% compared to 50.4% in the prior quarter and 45.7% in the year-



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


ago period. The operating loss was $6.5 million compared to operating income of $3.6 million in the prior quarter and an operating loss of $0.5 million in the year-ago period. The net loss was $3.6 million or $0.16 per share, compared to net income of $1.9 million or $0.08 per diluted share in the prior quarter and a net loss of $0.5 million or $0.02 per share in the fourth quarter of 2011.

On a non-GAAP basis, which excludes the impact of amortization of acquired intangible assets and certain other items, gross margin was 41.6% compared to 51.8% in the prior quarter and 46.6% in the year-ago period. The decline in gross margin was primarily driven by lower factory utilization as well as an increase in warranty and other manufacturing costs. The non-GAAP operating loss was $5.7 million, compared to non-GAAP operating income of $4.4 million in the prior quarter and $3.8 million in the fourth quarter of 2011. The non-GAAP net loss was $3.1 million or $0.13 per share, compared to non-GAAP net income of $2.4 million or $0.10 per diluted share in the prior quarter and $2.3 million or $0.10 per diluted share in the third quarter of 2011.

Full Year 2012 Summary
Revenues were $182.9 million, down 21% from a record $230.1 million in 2011. Gross margin declined to 45.9% from 53.1%, and operating income was $5.5 million compared to $45.8 million in 2011. Net income was $4.5 million or $0.19 per share, compared to $28.7 million or $1.22 per diluted share in 2011.

On a non-GAAP basis, gross margin declined to 47.3% from 53.5%, and operating income was $8.8 million compared to $51.9 million in 2011. Non-GAAP net income was $5.3 million or $0.22 per diluted share, compared to $32.7 million or $1.39 per diluted share in 2011.
Balance Sheet Strength
At December 29, 2012, Nanometrics had $109.9 million in cash, cash equivalents and marketable securities and $159.4 million in working capital. Stockholders' equity, excluding intangible assets, was $194.2 million, or $8.35 per share based on 23.3 million shares outstanding at year end.
Business Outlook
Management forecasts continued declines in spending by its largest customers in the first quarter of 2013, with total revenues expected to be in the range of $24 to $28 million. Management expects GAAP gross margin in the range of 34% to 41%, non-GAAP gross margin in the range of 35% to 42%, and operating expenses to increase between $2.0 and $3.1 million from the fourth quarter. The expected increase in operating expenses is primarily due to incremental R&D and applications investments in support of customer engagements at leading edge device nodes. Management expects the first quarter GAAP net loss to be in the range of $0.27 to $0.35 per share and the non-GAAP net loss to be in the range of $0.25 to $0.33 per share.
Conference Call Details
A conference call to discuss fourth quarter and full year 2012 results will be held today at 4:30 p.m. EST (1:30 p.m. PST). 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 that 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.



        
Nanometrics Incorporated
1550 Buckeye Drive
Milpitas, CA 95035
Tel: 408.545.6000
Fax: 408.232.5910
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, such as the statements regarding future revenue, margins, profitability, opportunities, areas of market growth, customer demand and product adoption. These forward-looking statements may also be identified by words such as “expect,” “anticipate,” “believe,” “estimate,” “forecasts,” “plan,” “predict,” “see,” “view,” and similar terms. Although Nanometrics believes that the expectations reflected in the forward-looking statements are reasonable, actual results could differ materially from these 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 Dec 29,
 
As of Dec 31,
 
 
 
2012
 
2011
 
ASSETS
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
 
$
62,915

 
$
97,699

 
Marketable securities
 
46,993

 

 
Accounts receivable, net of allowances of $82 and $117, respectively
 
21,388

 
29,289

 
Inventories
 
39,659

 
52,260

 
Inventories-delivered systems
 
2,274

 
1,637

 
Prepaid expenses and other
 
7,492

 
8,119

 
Deferred income tax assets
 
8,593

 
12,406

 
       Total current assets
 
189,314

 
201,410

 
 
 
 
 
 
 
Property, plant and equipment, net
 
43,213

 
35,521

 
Goodwill
 
11,352

 
11,990

 
Intangible assets, net
 
10,980

 
14,394

 
Deferred income tax assets, non-current
 
3,671

 
2,864

 
Other assets
 
924

 
1,042

 
       Total assets
 
$
259,454

 
$
267,221

 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
 
$
6,398

 
$
7,975

 
Accrued payroll and related expenses
 
5,897

 
8,837

 
Deferred revenue
 
8,485

 
5,788

 
Other current liabilities
 
7,822

 
16,709

 
Income taxes payable
 
424

 
707

 
Current portion of debt obligations
 
928

 
765

 
       Total current liabilities
 
29,954

 
40,781

 
 
 
 
 
 
 
Deferred revenue, non-current
 
4,307

 
4,547

 
Income taxes payable, non-current
 
2,135

 
2,401

 
Other non - current liabilities
 
2,140

 
2,813

 
Debt obligations, net of current portion
 
4,374

 
6,687

 
       Total liabilities
 
42,910

 
57,229

 
 
 
 
 
 
Stockholders’ equity:
 
 
 
 
 
Common stock, $0.001 par value, 47,000,000 shares
 
 
 
 
 
     authorized; 23,250,429 and 23,182,771, respectively,
 
 
 
 
 
     issued and outstanding
 
23

 
23

 
Additional paid-in capital
 
239,099

 
236,735

 
Accumulated deficit
 
(23,850
)
 
(28,315
)
 
Accumulated other comprehensive income
 
1,272

 
1,549

 
       Total stockholders’ equity
 
216,544

 
209,992

 
       Total liabilities and stockholders’ equity
 
$
259,454

 
$
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
 
Twelve Months Ended
 
 
 
Dec 29,
 
Dec 31,
 
Dec 29,
 
Dec 31,
 
 
 
2012
 
2011
 
2012
 
2011
Net revenues:
 
 
 
 
 
 
 
 
 
Products
 
$
22,099

 
$
36,725

 
$
143,827

 
$
194,774

 
Service
 
8,171

 
8,552

 
39,054

 
35,287

 
       Total net revenues
 
30,270

 
45,277

 
182,881

 
230,061

 
 
 
 
 
 
 
 
 
 
Costs of net revenues:
 
 
 
 
 
 
 
 
 
Cost of products
 
12,654

 
19,717

 
75,878

 
88,579

 
Cost of service
 
5,019

 
4,440

 
20,526

 
18,304

 
Amortization of intangible assets
 
646

 
410

 
2,549

 
1,077

 
       Total costs of net revenues
 
18,319

 
24,567

 
98,953

 
107,960

 
       Gross profit
 
11,951

 
20,710

 
83,928

 
122,101

 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
Research and development
 
7,289

 
5,978

 
29,585

 
23,290

 
Selling
 
5,897

 
6,461

 
26,457

 
27,019

 
General and administrative
 
5,107

 
6,143

 
21,632

 
22,901

 
Amortization of intangible assets
 
196

 
156

 
776

 
625

 
Legal settlement
 

 
2,500

 

 
2,500

 
       Total operating expenses
 
18,489

 
21,238

 
78,450

 
76,335

 
Income (loss) from operations
 
(6,538
)
 
(528
)
 
5,478

 
45,766

 
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
 
 
Interest income
 
20

 
49

 
133

 
220

 
Interest expense
 
(245
)
 
(326
)
 
(1,040
)
 
(1,336
)
 
Other, net
 
393

 
83

 
48

 
(66
)
 
Total other income (expense), net
 
168

 
(194
)
 
(859
)
 
(1,182
)
 
 
 
 
 
 
 
 
 
 
Income (loss) before income taxes
 
(6,370
)
 
(722
)
 
4,619

 
44,584

Provision (benefit) for income taxes
 
(2,723
)
 
(190
)
 
154

 
15,899

 
Net income (loss)
 
$
(3,647
)
 
$
(532
)
 
$
4,465

 
$
28,685

 
 
 
 
 
 
 
 
 
 
Net income (loss) per share:
 
 
 
 
 
 
 
 
 
Basic
 
$
(0.16
)
 
$
(0.02
)
 
$
0.19

 
$
1.26

 
Diluted
 
$
(0.16
)
 
$
(0.02
)
 
$
0.19

 
$
1.22

 
 
 
 
 
 
 
 
 
 
Shares used in per share calculation:
 
 
 
 
 
 
 
 
 
Basic
 
23,408

 
23,074

 
23,358

 
22,743

 
Diluted
 
23,408

 
23,074

 
23,845

 
23,480




        
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)
 
Twelve-month Period Ended
 
Dec 29,
2012
 
Dec 31,
2011
Cash flows from operating activities:
 
 
 
Net income
$
4,465

 
$
28,685

Reconciliation of net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
9,811

 
6,488

Stock-based compensation
5,890

 
4,473

Excess tax benefit from equity awards
(910
)
 
(3,915
)
Loss on disposal of fixed assets
303

 
113

Inventory write down
1,845

 
1,916

Deferred taxes
2,752

 
3,770

Change in the fair value of contingent payments to Zygo Corporation
327

 
413

Changes in assets and liabilities:
 
 
 
Accounts receivable
7,733

 
16,172

Inventories
1,383

 
(12,169
)
Inventories-delivered systems
(758
)
 
446

Prepaid expenses and other
1,114

 
(4,747
)
Accounts payable, accrued and other liabilities
(13,538
)
 
4,241

Deferred revenue
2,472

 
3,088

Income taxes payable
346

 
5,054

Net cash provided by operations
23,235

 
54,028

 
 
 
 
Cash flows from investing activities:
 
 
 
Purchase of Nanda's net assets, net of cash received

 
(23,912
)
Escrow payment received related to acquisition of Nanda
508

 

Sales of marketable securities
3,000

 

Maturities of marketable securities
8,336

 

Purchases of marketable securities
(58,647
)
 

Purchase of property, plant and equipment
(4,990
)
 
(2,755
)
Net cash used in investing activities
(51,793
)
 
(26,667
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Payments to Zygo Corporation related to acquisition
(300
)
 
(432
)
Repayments of debt obligations
(2,211
)
 
(2,571
)
Proceeds from sale of shares under the employee stock option and purchase plans
4,686

 
7,186

Excess tax benefit from equity awards
910

 
3,915

Taxes paid on net issuance of stock awards
(617
)
 
(126
)
Repurchase of common stock
(8,504
)
 
(4,257
)
Net cash provided by (used in) financing activities
(6,036
)
 
3,715

Effect of exchange rate changes on cash and cash equivalents
(190
)
 
163

Net increase (decrease) in cash and cash equivalents
(34,784
)
 
31,239

Cash and cash equivalents, beginning of period
97,699

 
66,460

Cash and cash equivalents, end of period
$
62,915

 
$
97,699

 
 
 
 




        
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
 
Twelve Months Ended
 
 
 
Dec 29,
 
Sep 29,
 
Dec 31,
 
Dec 29,
 
Dec 31,
 
 
 
2012
 
2012
 
2011
 
2012
 
2011
Reconciliation of GAAP gross profit to non-GAAP gross profit
 
 
 
 
 
 
GAAP gross profit
 
$
11,951

 
$
22,152

 
$
20,710

 
$
83,928

 
$
122,101

 
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 Amortization of intangible assets
 
646

 
629

 
410

 
2,549

 
1,077

 Non-GAAP gross profit
 
$
12,597

 
$
22,781

 
$
21,120

 
$
86,477

 
$
123,178

 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of GAAP operating income (loss) to non-GAAP operating income (loss)
 
 
 
 
GAAP operating income (loss)
 
$
(6,538
)
 
$
3,614

 
$
(528
)
 
$
5,478

 
$
45,766

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 Amortization of intangible assets
 included in cost of revenues
 
646

 
629

 
410

 
2,549

 
1,077

 
 Amortization of intangible assets
 included in operating expenses
 
196

 
193

 
156

 
776

 
625

 
 Acquisition-related charges
 

 

 
1,277

 

 
1,959

 
 Legal settlement
 

 

 
2,500

 

 
2,500

 
Total non-GAAP adjustments to operating income
 
842

 
822

 
4,343

 
3,325

 
6,161

 Non-GAAP operating income (loss)
 
$
(5,696
)
 
$
4,436

 
$
3,815

 
$
8,803

 
$
51,927

 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of GAAP net income (loss) to non-GAAP net income (loss)
 
 
 
 
 
 
GAAP net income (loss)
 
$
(3,647
)
 
$
1,903

 
$
(532
)
 
$
4,465

 
$
28,685

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 Total non-GAAP adjustments to non-GAAP
 operating income
 
842

 
822

 
4,343

 
3,325

 
6,161

 
 Income tax effect of non-GAAP
 adjustments
 
(307
)
 
(300
)
 
(1,496
)
 
(1,214
)
 
(2,151
)
 
 Discrete tax adjustment
 

 

 

 
(1,300
)
(a)

 Non-GAAP net income (loss)
 
$
(3,112
)
 
$
2,425

 
$
2,315

 
$
5,276

 
$
32,695

 
 
 
 
 
 
 
 
 
 
 
 
GAAP net income (loss) per diluted share
 
$
(0.16
)
 
$
0.08

 
$
(0.02
)
 
$
0.19

 
$
1.22

 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP net income (loss) per diluted share
 
$
(0.13
)
 
$
0.10

 
$
0.10

 
$
0.22

 
$
1.39

 
 
 
 
 
 
 
 
 
 
 
 
Shares used in diluted income per share calculation
 
23,408

 
23,760

 
23,687

 
23,845

 
23,480


(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 Non-GAAP tax rate of approximately 36.5%.