10-Q 1 p14533_10q.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q X Quarterly report pursuant to Section 13 or 15(d) of the Securities --- Exchange Act of 1934 For the quarterly period ended September 30, 2001 Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______________ to _______________ Commission file number 0-13470 ------------------------------ NANOMETRICS INCORPORATED ------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 94-2276314 ------------------------------- ------------------- (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 1550 Buckeye Drive, Milpitas, CA 95035 ------------------------------------ ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (408) 435-9600 -------------------- 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 X NO ------- -------- At October 15, 2001 there were 11,782,400 shares of common stock, no par value, issued and outstanding. 1 NANOMETRICS INCORPORATED INDEX
Part I. Financial Information Page ---- Item 1. Financial Statements Consolidated Balance Sheets - September 30, 2001 and December 31, 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . .3 Consolidated Statements of Operations - Three months and nine months ended September 30, 2001 and 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 Consolidated Statements of Cash Flows - Nine months ended September 30, 2001 and 2000 . . . . . . . . . . . . . . . . . . . . . . . . 6 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 2
PART I: FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS NANOMETRICS INCORPORATED CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share amounts) (Unaudited)
September 30, December 31, 2001 2000 ASSETS --------- --------- CURRENT ASSETS: Cash and cash equivalents $ 12,625 $ 16,934 Short-term investments 43,681 52,854 Accounts receivable, net of allowances of $417 and $418 11,974 14,319 Inventories 24,414 15,753 Deferred income taxes 3,874 2,760 Prepaid expenses and other 1,625 3,351 --------- --------- Total current assets 98,193 105,971 PROPERTY, PLANT AND EQUIPMENT, Net 46,227 37,223 DEFERRED INCOME TAXES 236 227 OTHER ASSETS 4,605 1,375 --------- --------- TOTAL ASSETS $ 149,261 $ 144,796 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 4,800 $ 4,625 Accrued payroll and related expenses 1,649 1,610 Deferred revenue 4,168 3,015 Other current liabilities 2,674 3,049 Income taxes payable 722 331 Current portion of debt obligations 415 921 --------- --------- Total current liabilities 14,428 13,551 DEBT OBLIGATIONS 3,741 4,236 --------- --------- Total liabilities 18,169 17,787 --------- --------- SHAREHOLDERS' EQUITY: Common stock, no par value; 25,000,000 shares authorized; 11,725,351 and 11,607,839 outstanding 97,480 95,929 Retained earnings 34,493 31,783 Accumulated other comprehensive loss (881) (703) --------- --------- Total shareholders' equity 131,092 127,009 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 149,261 $ 144,796 ========= ========= See Notes to Consolidated Financial Statements
3 NANOMETRICS INCORPORATED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share amounts) (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, 2001 2000 2001 2000 -------- -------- -------- -------- NET REVENUES: Product sales $ 9,080 $ 17,761 $ 35,550 $ 47,892 Service 1,019 1,539 3,767 4,414 -------- -------- -------- -------- Total net revenues 10,099 19,300 39,317 52,306 -------- -------- -------- -------- COSTS AND EXPENSES: Cost of product sales 3,676 6,449 14,628 18,761 Cost of service 1,133 1,474 3,944 4,496 Research and development 2,676 2,438 7,995 6,557 Selling 2,675 2,544 6,893 7,299 General and administrative 1,105 983 3,109 2,989 -------- -------- -------- -------- Total costs and expenses 11,265 13,888 36,569 40,102 -------- -------- -------- -------- INCOME (LOSS) FROM OPERATIONS (1,166) 5,412 2,748 12,204 -------- -------- -------- -------- OTHER INCOME (EXPENSE): Interest income 582 1,137 2,279 3,028 Interest expense (17) (19) (57) (60) Other, net 16 (102) (394) (45) -------- -------- -------- -------- Total other income, net 581 1,016 1,828 2,923 -------- -------- -------- -------- INCOME (LOSS) BEFORE INCOME TAXES (585) 6,428 4,576 15,127 PROVISION (BENEFIT) FOR INCOME TAXES (135) 2,404 1,866 5,888 -------- -------- -------- -------- INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRICIPLE (450) 4,024 2,710 9,239 CUMULATIVE EFFECT OF CHANGE IN REVE- NUE RECOGNITION PRINCIPLE (SAB 101) -- -- -- (1,364) -------- -------- -------- -------- NET INCOME (LOSS) $ (450) $ 4,024 $ 2,710 $ 7,875 ======== ======== ======== ======== BASIC NET INCOME (LOSS) PER SHARE: Income (loss) before cumulative effect of change in accounting principle $ (0.04) $ 0.35 $ 0.23 $ 0.86 Cumulative effect of change in revenue recognition principle (SAB 101) -- -- -- (0.13) -------- -------- -------- -------- Net income (loss) $ (0.04) $ 0.35 $ 0.23 $ 0.73 ======== ======== ======== ======== 4 DILUTED NET INCOME (LOSS) PER SHARE: Income (loss) before cumulative effect of change in accounting principle $ (0.04) $ 0.33 $ 0.22 $ 0.78 Cumulative effect of change in revenue recognition principle (SAB 101) -- -- -- (0.11) -------- -------- -------- -------- Net income (loss) $ (0.04) $ 0.33 $ 0.22 $ 0.67 ======== ======== ======== ======== SHARES USED IN PER SHARE COMPUTATION: Basic 11,707 11,393 11,660 10,794 ======== ======== ======== ======== Diluted 11,707 12,100 12,142 11,798 ======== ======== ======== ======== See Notes to Consolidated Financial Statements
5 NANOMETRICS INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited)
Nine Months Ended September 30, 2001 2000 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,710 $ 7,875 Reconciliation of net income to net cash provided by (used in) operating activities: Depreciation and amortization 996 422 Deferred rent -- (20) Deferred income taxes (1,144) (246) Changes in assets and liabilities Accounts receivable 2,250 (8,706) Inventories (9,040) (3,536) Prepaid expenses and other current assets 1,158 (1,693) Accounts payable accrued and other current liabilities 701 7,156 Income taxes payable 839 3,960 --------- --------- Net cash provided by (used in) operating activities (1,530) 5,212 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of short-term investments (120,546) (109,127) Sales/maturities of short-term investments 129,719 64,282 Purchases of property, plant and equipment (9,883) (23,734) Other assets (2,289) -- --------- --------- Net cash used in investing activities (2,999) (68,579) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowing -- 576 Repayments of long-term debt (768) (347) Issuance of common stock 876 74,143 --------- --------- Net cash provided by financing activities 108 74,372 --------- --------- EFFECT OF EXCHANGE RATE CHANGES ON CASH 113 (36) --------- --------- NET CHANGE IN CASH AND CASH EQUIVALENTS (4,308) 10,969 CASH AND CASH EQUIVALENTS, beginning of period 16,933 3,442 --------- --------- CASH AND CASH EQUIVALENTS, end of period $ 12,625 $ 14,411 ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ 157 $ 57 ========= ========= Cash paid for income taxes $ 2,682 $ 3,352 ========= ========= See Notes to Consolidated Financial Statements
6 NANOMETRICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1. Consolidated Financial Statements The consolidated financial statements include the accounts of Nanometrics Incorporated and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated. While the quarterly financial statements are unaudited, the financial statements included in this report reflect all adjustments (consisting only of normal recurring adjustments) which the Company considers necessary for a fair presentation of the results of operations for the interim periods covered and of the financial condition of the Company at the date of the interim balance sheet. The operating results for interim periods are not necessarily indicative of the operating results that may be expected for the entire year. The information included in this report should be read in conjunction with the information included in Nanometrics' 2000 Annual Report on Form 10-K filed with the Securities and Exchange Commission. Note 2. Inventories Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following (in thousands): September 30, December 31, 2001 2000 ------------- -------------- Raw materials and subassemblies $ 15,281 $ 8,126 Work in process 5,313 1,434 Finished goods 3,820 6,193 ------------- -------------- $ 24,414 $ 15,753 ============= ============== Note 3. Other Current Liabilities Other current liabilities consist of the following (in thousands): September 30, December 31, 2001 2000 ------------- -------------- Commissions payable $ 321 $ 1,249 Accrued warranty 501 809 Other 1,852 991 ------------- -------------- $ 2,674 $ 3,049 ============= ============== Note 4. Shareholders' Equity Net Income (Loss) Per Share - The reconciliation of the share denominator used in the basic and diluted net income per share computations are as follows (in thousands):
Three Months Ended Nine Months Ended September 30, September 30, 2001 2000 2001 2000 ---------- ---------- ---------- ----------- Weighted average common shares outstanding-shares used in basic net income (loss) per share computation 11,707 11,393 11,660 10,794 Dilutive effect of common stock equivalents, using the treasury stock method - 707 482 1,004 ---------- ---------- ---------- ----------- Shares used in dilutive net income (loss) per share computation 11,707 12,100 12,142 11,798 ========== ========== ========== ============
7 During the three month period ended September 30, 2001, diluted net loss per share was the same as basic net loss per share since the effect of any potentially dilutive stock is excluded as they are anti-dilutive. During the nine month period ended September 30, 2001 and 2000, Nanometrics had common stock options outstanding which could potentially dilute basic net income per share in the future, but were excluded from the computation of diluted net income per share as the common stock options' exercise prices were greater than the average market price of the common shares for the period. At September 30, 2001, 646,501 such common stock options with a weighted average exercise price of $35.28 per share were excluded from the diluted net income per share computations as their exercise prices were greater than the average market price of the common shares for the period. Note 5. Comprehensive Income (Loss) For the three months ended September 30, 2001 and 2000, comprehensive income (loss), which consisted of net income (loss) for the periods and changes in accumulated other comprehensive income, was a loss of $212,000 and income of $3,916,000, respectively. For the nine months ended September 30, 2001 and 2000, comprehensive income was $2,532,000 and $7,606,000, respectively. Note 6. Recently Issued Accounting Standards In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that all business combinations initiated after June 30, 2001 be accounted for under the purchase method and addresses the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination. SFAS No. 142 addresses the initial recognition and measurement of intangible assets acquired outside of a business combination and the accounting for goodwill and other intangible assets subsequent to their acquisition. SFAS No. 142 provides that intangible assets with finite useful lives be amortized and that goodwill and intangible assets with indefinite lives will not be amortized, but will rather be tested at least annually for impairment. Nanometrics will adopt SFAS No. 142 for its fiscal year beginning January 1, 2002. Upon adoption of SFAS No. 142, Nanometrics will stop the amortization of goodwill with an expected net carrying value of $1,077,000 at the date of adoption and annual amortization of $204,000 that resulted from business combinations completed prior to the adoption of SFAS No. 141. Goodwill acquired subsequent to June 30, 2001 will not be amortized. In August 2001, the Financial Accounting Standards Board issued SFAS No. 144, Accounting for the impairment or Disposal of Long-Lived Assets. This statement retains a majority of the requirements of SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and addresses certain implementation issues. SFAS No. 144 is effective for Nanometrics' fiscal year beginning January 1, 2002. Although Nanometrics has not fully assessed the implications of SFAS NO. 144, Nanometrics does not believe the adoption of this statement will have a significant impact on the consolidated financial position, results of operations or cash flows. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Total net revenues for the three months ended September 30, 2001 were $10,099,000, a decrease of $9,201,000 or 48% from the comparable period in 2000. For the nine months ended September 30, 2001, total net revenues of $39,317,000 decreased by $12,989,000 or 25% from the comparable period in 2000. Product sales of $9,080,000 for the three months ended September 30, 2001, decreased $8,681,000 or 49% as compared with the same period in 2000. Product sales of $35,550,000 for the nine months ended September 30, 2001, decreased $12,342,000 or 26% as compared with the same period in 2000. The lower levels of product sales resulted from weaker demand for semiconductor process control equipment, particularly in the U.S. and Far East. Service revenue of $1,019,000 and $3,767,000 for the three months and nine months ended September 30, 2001, respectively, decreased $520,000 or 34% and $647,000 or 15%, respectively, as compared to the same periods in 2000 primarily as a result of lower service sales, particularly in the U.S. and the Far East. Cost of product sales as a percentage of product sales increased to 40% in the third quarter of 2001 from 36% in the third quarter of 2000 and increased to 41% in the nine months ended September 30, 2001 from 39% for the same period in 2000 primarily because of lower sales volume in 2001 resulting in higher per unit manufacturing costs. Cost of service as a percentage of service revenue increased to 111% in the third quarter of 2001 from 96% in the third quarter of 2000 and increased to 105% in the nine months ended September 30, 2001 from 102% for the same period in 2000 primarily as a result of lower service sales in the U.S. and the Far East. Research and development expenses for the three month and nine month periods ended September 30, 2001 increased $238,000 or 10% and $1,438,000 or 22%, respectively, compared to the same periods in 2000 resulting primarily from increased headcount and related expenses for the development of new and enhanced products. Selling expenses for the three months ended September 30, 2001 increased by $131,000 or 5% compared to the same period in 2000, resulting primarily from increased headcount. Selling expenses for the nine months ended September 30, 2001 decreased by $406,000 or 6% compared to the same period in 2000 primarily because of lower expenses associated with decreased sales levels. General and administrative expenses for the three month and nine month periods ended September 30, 2001 increased $122,000 or 12% and $120,000 or 4%, respectively, compared to the same periods in 2000 primarily as a result of higher administrative costs. Total other income, net for the three month and nine month periods ended September 30, 2001 decreased $435,000 or 43% and $1,095,000 or 37%, respectively, from the comparable periods in 2000 due primarily to lower interest income. The cumulative effect of change in revenue recognition principle (SAB 101) of $1.4 million in the first quarter of 2000 is the net result of recording $2.5 million in net revenues, which were previously recorded in 1999, offset by $1.1 million in related costs and expenses. Nanometrics' loss from operations was $1,166,000 and net loss was $450,000 for the third quarter of 2001 compared to income from operations of $5,412,000 and net income of $4,024,000 for the same period in 2000. For the first nine months of 2001, Nanometrics' income from operations was $2,748,000 and net income was $2,710,000 which compared to income from operations of $12,204,000 and net income of $7,875,000 for the same period in 2000. 9 Liquidity and Capital Resources At September 30, 2001, Nanometrics had working capital of $83,765,000 compared to $92,420,000 at December 31, 2000. The current ratio at September 30, 2001 was 6.8 to 1. We believe working capital including cash and short-term investments of $56,306,000 will be sufficient to meet our needs at least through the next twelve months. Operating activities for the first nine months of 2001 used cash of $1,530,000 primarily from increased inventory offset to some extent by net income and lower accounts receivable, while the net purchases of short-term investments provided $9,173,000, capital expenditures used $9,883,000, debt repayment used $768,000 and issuance of common stock provided $876,000. Forward Looking Statements The foregoing Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve risks and uncertainties and actual results could differ materially as a result of a number of variables, such as (i) customer demand for Nanometrics' products, which may be affected by several factors including the cyclicality of the semiconductor, magnetic recording head and flat panel display industries served by Nanometrics, patterns of capital spending by its customers, technological changes in the markets served by Nanometrics and its customers, and market acceptance of products of both Nanometrics and its customers, (ii) the timing, cancellation or delay of Nanometrics' customer orders and shipments, (iii) competition, including competitive pressure on product prices and changes in pricing by Nanometrics' customers or suppliers, (iv) fluctuation in foreign currency exchange rates particularly the Japanese yen, (v) the proportion of sales Nanometrics makes directly to its customers versus sales through distributors and representatives, (vi) market acceptance of new and enhanced versions of Nanometrics' products, (vii) the timing of new product announcements and releases of products by Nanometrics or its competitors, including our ability to design, introduce and manufacture new products on a timely and cost effective basis, (viii) the size and timing of acquisitions of business, products or technologies, and fluctuations in the availability and cost of components and subassemblies of Nanometrics' products, and (ix) the factors set forth under "Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Factors" in Nanometrics' 2000 Annual Report on Form 10-K. Nanometrics undertakes no obligation to update forward looking statements made in this report to reflect events or circumstances after the date of this report or to update reasons why actual results could differ from those anticipated in such forward-looking statements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to financial market risks, which include changes in foreign currency exchange rates and interest rates. We do not use derivative financial instruments. Instead, we actively manage the balances of current assets and liabilities denominated in foreign currencies to minimize currency fluctuation risk. As a result, a hypothetical 10% change in the foreign currency exchange rates at September 30, 2001 would not have a material impact on our results of operations. Our investments in marketable securities are subject to interest rate risk but due to the short-term nature of these investments, interest rate changes would not have a material impact on their value at September 30, 2001. We also have fixed rate yen denominated debt obligations in Japan that have no interest rate risk. At September 30, 2001, our total debt obligation was $4,156,000 with a long-term portion of $3,741,000. A hypothetical 10% change in interest rates at September 30, 2001 would not have a material impact on our results of operations. 10 NANOMETRICS INCORPORATED PART II OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A. Exhibits. None B. Reports on Form 8-K. None 11 NANOMETRICS INCORPORATED 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 thereunto duly authorized. NANOMETRICS INCORPORATED (Registrant) /s/ Vincent J. Coates ----------------------------- Vincent J. Coates Chairman of the Board /s/ John Heaton ----------------------------- John Heaton Chief Executive Officer /s/ Paul B. Nolan ----------------------------- Paul B. Nolan Chief Financial Officer Dated: November 2, 2001 12