-----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, I796Cydo+ZJdaDfbz1Cnh40sHRjNUfEeFZG86djZSpzwA+t+7o9bhfWuL3GpSUnU WM8DStvBS7Hn6GdR+Yv6jw== 0000950117-04-003147.txt : 20040827 0000950117-04-003147.hdr.sgml : 20040827 20040827162410 ACCESSION NUMBER: 0000950117-04-003147 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040825 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Material Impairments ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040827 DATE AS OF CHANGE: 20040827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZYGO CORP CENTRAL INDEX KEY: 0000730716 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 060864500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12944 FILM NUMBER: 041002753 BUSINESS ADDRESS: STREET 1: LAUREL BROOK RD CITY: MIDDLEFIELD STATE: CT ZIP: 06455 BUSINESS PHONE: 8603478506 MAIL ADDRESS: STREET 1: LAUREL BROOK ROAD CITY: MIDDLEFIELD STATE: CT ZIP: 06455 8-K 1 a38295.txt ZYGO CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) August 25, 2004 --------------- ZYGO CORPORATION ----------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-12944 06-0964500 - ---------------------------- ----------------- ---------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation File Number) Identification No.) Laurel Brook Road, Middlefield, CT 06455-0448 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (860) 347-8506 ------------------- Not Applicable ----------------------------------------------------------------------- (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: [ ] Written communications pursuant to Rule 425 under the Securities Act [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On August 25, 2004, Zygo Corporation announced its financial results for the fourth quarter and twelve months ended June 30, 2004. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 2.05. COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES and ITEM 2.06. MATERIAL IMPAIRMENTS On August 25, 2004, Zygo Corporation announced that it had entered into an agreement to sell its vacant Westborough, Massachusetts, facility for approximately $2.0 million, net of selling expenses. The Company had taken an impairment charge of $4.9 million, net of tax, in the fourth fiscal quarter ended June 30, 2004 to reflect the change in fair market value of the property and is now being carried on the books of the Company at approximately $2.0 million. The sale, which is expected to be completed in the fall of 2004, will mark the completion of our exit from the telecommunications segment of our business. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.2 to this Current Report on Form 8-K. ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. Exhibit Number Description of Document -------------- -------------------------------------------------- 99.1 Zygo Corporation Earnings Press Release, dated August 25, 2004. 99.2 Press release, dated August 25, 2004, announcing that Zygo Corporation entered into an agreement to sell its Westborough, Massachusetts, facility and announcing a charge to earnings in the fourth quarter of fiscal 2004 related to the change in fair market value of the property. 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. ZYGO CORPORATION Date: August 25, 2004 By: /s/ J. Bruce Robinson -------------------------- Name: J. Bruce Robinson Title: Chairman, President and Chief Executive Officer EXHIBIT INDEX 99.1 Press Release, dated August 25, 2004, issued by Zygo Corporation announcing its financial results for the fourth quarter and twelve months ended June 30, 2004. 99.2 Press Release, dated August 25, 2004, announcing that Zygo Corporation entered into an agreement to sell its Westborough, Massachusetts, facility and announcing a charge to earnings in the fourth quarter of fiscal 2004 related to the change in fair market value of the property. EX-99 2 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Walter Shephard Vice President, Finance, Chief Financial Officer, and Treasurer VOICE: 860-704-3955 iinquire@zygo.com For Immediate Release ZYGO ANNOUNCES FISCAL 2004 FOURTH QUARTER AND YEAR END RESULTS MIDDLEFIELD, CONNECTICUT (AUGUST 25, 2004).....Zygo Corporation (NASDAQ: ZIGO) The Company recorded earnings from continuing operations of $3.0 million, or $0.17 per diluted share, for the fourth quarter of fiscal 2004, as compared with earnings from continuing operations of $1.3 million, or $0.07 per diluted share, for the fourth quarter of fiscal 2003. For the twelve months of fiscal 2004, the Company recorded earnings from continuing operations of $4.2 million, or $0.23 per diluted share, as compared with earnings from continuing operations of $1.6 million, or $0.09 per diluted share, for the twelve months of fiscal 2003. Net sales for the fourth quarter of fiscal 2004 increased 35% to $36.3 million as compared with the prior year quarter. Net sales for fiscal 2004 increased 14% to $116.6 million as compared with the prior year. Backlog at June 30, 2004 totaled $54.8 million, an increase of $5.8 million, or 12%, from $49.0 million at March 26, 2004 and increased $17.6 million, or 47%, from $37.2 million at June 30, 2003. Orders for the fourth quarter of fiscal 2004 totaled $42.1 million. The Company recorded a net loss of $1.9 million, or $0.10 per diluted share, for the fourth quarter of fiscal 2004, which included a loss from discontinued operations of $4.9 million, or $0.27 per diluted share. This compares with net earnings of $0.7 million, or $0.04 per diluted share, for the fourth quarter of fiscal 2003, which included a loss from discontinued operations of $0.6 million, or $0.03 per diluted share. For the twelve months of fiscal 2004, the Company recorded a net loss of $3.4 million, or $0.19 per diluted share, as compared with a net loss of $10.6 million, or $0.60 per diluted share, for the twelve months of fiscal 2003. The net loss for the fiscal years 2004 and 2003 included the loss from discontinued operations of $7.6 million, or $0.42 per diluted share, and $12.2 million, or $0.69 per diluted share, respectively. Management's View "We are pleased with both the financial results for the quarter and the acceptance of our metrology solutions for the flat panel display market," noted Bruce Robinson, president and chief executive officer. "Backlog has climbed to its highest level since fiscal 2001, with gross margin up ten points over last quarter. Bookings for the display market were up 164% over last quarter and reflect the acceptance of the ZYGO metrology for yield management at the final step in the process." Robinson noted that there had been a writedown of the former telecom facility in Westborough, Massachusetts, in the quarter. "Our writedown of this asset and its planned subsequent disposal are in line with our strategy to concentrate on the semiconductor markets as they relate to display and chip manufacturing." Highlights for the Fourth Quarter: o ZYGO booked orders of $10.4 million in display-related products, versus $3.9 million in the third quarter. o Gross margin at 43% was the highest it has been since fiscal 2001. o The Company reported a 28% increase in revenue over the third quarter of fiscal 2004, and a year-over-year increase of 14%. o ZYGO further strengthened the Board with the addition of Dr. Youssef El-Mansy. Dr. El-Mansy was head of Intel's Logic Technology Development Group with responsibilities for process technology research and development, a microprocessor design center, and two of the company's advanced wafer manufacturing facilities. ZYGO's teleconference to discuss the results of the fourth quarter of fiscal 2004 will be held at 6 PM Eastern Standard Time on August 25, 2004 and can be accessed by dialing 800-731-1418. This call is web cast live on ZYGO's web site at www.zygo.com. The call may also be accessed for 30 days following the teleconference. Zygo Corporation (NASDAQ: ZIGO), headquartered in Middlefield, Connecticut, is a worldwide supplier of optical metrology instruments, precision optics, and electro-optical design and manufacturing services, serving customers in the semiconductor capital equipment and industrial industries. See ZYGO's web site at www.zygo.com for additional information. All statements other than statements of historical fact included in this news release regarding our financial position, business strategy, plans, anticipated growth rates, and objectives of management of the Company for future operations are forward-looking statements. Forward-looking statements are intended to provide management's current expectations or plans for the future operating and financial performance of the Company based upon information currently available and assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "plans," "strategy," "project," and other words of similar meaning in connection with a discussion of future operating or financial performance. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors. Among the important factors that could cause actual events to differ materially from those in the forward-looking statements are fluctuations in capital spending in the semiconductor industry, fluctuations in net sales to our major customer, manufacturing and supplier risks, dependence on new product development, rapid technological and market change, international operations, dependence on proprietary technology and key personnel, length of the sales cycle, environmental regulations, and changes in expected costs of discontinued operations. Further information on potential factors that could affect Zygo Corporation's business is described in our reports on file with the Securities and Exchange Commission, including our Form 10-K for the fiscal year ended June 30, 2003. Zygo Corporation and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited)
(Thousands, except per share amounts) Three Months Ended Twelve Months Ended ---------------------- ---------------------- June 30, June 30, June 30, June 30, 2004 2003 2004 2003 -------- -------- -------- -------- Net sales $ 36,308 $ 26,848 $116,642 $102,577 Cost of goods sold 20,809 17,266 73,577 67,132 -------- -------- -------- -------- Gross profit 15,499 9,582 43,065 35,445 Selling, general, and administrative expenses 7,793 4,202 24,595 20,776 Research, development, and engineering expenses 3,667 3,963 13,011 12,659 -------- -------- -------- -------- Operating profit 4,039 1,417 5,459 2,010 Other income, net 113 213 964 650 -------- -------- -------- -------- Earnings from continuing operations before income taxes and minority interest 4,152 1,630 6,423 2,660 Income tax expense (1,000) (242) (1,863) (626) Minority interest, net of tax (137) (135) (312) (459) -------- -------- -------- -------- Earnings from continuing operations 3,015 1,253 4,248 1,575 -------- -------- -------- -------- Discontinued TeraOptix operations, net of tax (42) (11) (1,263) (2,493) Charges and adjustments on the disposal of TeraOptix, net of tax (4,872) (573) (6,392) (9,652) -------- -------- -------- -------- Loss from discontinued operations (4,914) (584) (7,655) (12,145) -------- -------- -------- -------- Net earnings (loss) $ (1,899) $ 669 $ (3,407) $(10,570) ======== ======== ======== ======== Basic - Earnings (loss) per share: Continuing operations $ 0.17 $ 0.07 $ 0.24 $ 0.09 Discontinued operations $ (0.28) $ (0.03) $ (0.43) $ (0.69) -------- -------- -------- -------- Net earnings (loss) $ (0.11) $ 0.04 $ (0.19) $ (0.60) ======== ======== ======== ======== Diluted - Earnings (loss) per share: Continuing operations $ 0.17 $ 0.07 $ 0.23 $ 0.09 Discontinued operations $ (0.27) $ (0.03) $ (0.42) $ (0.69) -------- -------- -------- -------- Net earnings (loss) $ (0.10) $ 0.04 $ (0.19) $ (0.60) ======== ======== ======== ======== Weighted average number of shares: Basic shares 17,877 17,574 17,802 17,539 ======== ======== ======== ======== Diluted shares 18,187 17,758 18,221 17,696 ======== ======== ======== ========
Zygo Corporation and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited)
(Thousands of dollars) June 30, 2004 June 30, 2003 ------------- ------------- Assets Current assets: Cash and cash equivalents $ 17,462 $ 31,209 Marketable securities 8,428 14,929 Receivables, net 26,338 12,868 Inventories 21,547 18,444 Prepaid expenses 1,915 1,791 Deferred income taxes 3,999 5,179 Assets from discontinued unit held for sale 2,012 11,899 -------- -------- Total current assets 81,701 96,319 Marketable securities 8,503 6,712 Property, plant, and equipment, net 27,433 26,648 Deferred income taxes 31,738 26,364 Intangible assets, net 4,999 4,464 Other assets 1,078 561 -------- -------- Total assets $155,452 $161,068 ======== ======== Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ - $ 11,374 Payables 10,384 5,254 Accrued expenses and progress payments 10,798 11,060 Income taxes payable 2,038 1,750 -------- -------- Total current liabilities 23,220 29,438 Other long-term liabilities 350 609 Minority interest 1,238 1,161 Stockholders' equity 130,644 129,860 -------- -------- Total liabilities and stockholders' equity $155,452 $161,068 ======== ========
EX-99 3 ex99-2.txt EXHIBIT 99.2 Exhibit 99.2 Zygo to sell Westborough Facility, Announces Expected Charge to Earnings Related to the Discontinued Telecommunications Business MIDDLEFIELD, Conn. - August 25, 2004 - Zygo Corporation (NASDAQ: ZIGO) announced today that it has entered into an agreement to sell its vacant Westborough, Massachusetts, facility. The sales transaction, anticipated to be completed in the fall of 2004, is expected to generate approximately $2.0 million in cash, net of selling expenses. The Company also announced that an impairment charge will be recorded of $4.9 million, net of tax, in the fourth fiscal quarter ended June 30, 2004 to reflect the change in the fair market value of the property. Bruce Robinson, Zygo's Chief Executive Officer, commented: "The weak local real estate market for clean room space has continued and this agreement reflects the culmination of many months of diligent marketing efforts. This sale will mark the completion of our exit from the telecommunications segment of our business." Zygo Corporation, headquartered in Middlefield, Connecticut, is a worldwide supplier of optical metrology instruments, precision optics, and electro-optical design and manufacturing services, serving customers in the semiconductor capital equipment and industrial markets. See ZYGO's web site at www.zygo.com for additional information. All statements other than statements of historical fact included in this news release regarding the Company's financial position, business strategy, plans, anticipated growth rates, and objectives of management of the Company for future operations are forward-looking statements. Forward-looking statements are intended to provide management's current expectations or plans for the future operating and financial performance of the Company based upon information currently available and assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "plans," "strategy," "project," and other words of similar meaning in connection with a discussion of future operating or financial performance. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors. Among the important factors that could cause actual events to differ materially from those in the forward-looking statements are fluctuations in capital spending in the semiconductor industry, fluctuations in net sales to our major customer, manufacturing and supplier risks, dependence on new product development, rapid technological and market change, international operations, dependence on proprietary technology and key personnel, length of the sales cycle, environmental regulations, and changes in expected costs of discontinued operations. Further information on potential factors that could affect Zygo Corporation's business is described in the Company's reports on file with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended June 30, 2003. Contact: For Further Information Call: Walter Shephard Vice President, Finance, and CFO Voice: 860 704-3955 -----END PRIVACY-ENHANCED MESSAGE-----