SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
_X_ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 1998
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.)
310 DeGuigne Drive, Sunnyvale, CA 94086
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 746-1600
------------------
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 July 14, 1998 there were 8,663,998 shares of common stock, no par value,
issued and outstanding.
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NANOMETRICS INCORPORATED
Form 10-Q/A
This Amendment on Form 10-Q/A amends the Registrant's Quarterly Report on Form
10-Q, as filed by the Registrant on August 11, 1998, and is being filed to
reflect the restatement of the Registrant's Consolidated Financial Statements.
See Note 2 to the Notes to Consolidated Financial Statements for a discussion of
the basis for such restatement.
INDEX
Part I. Financial Information Page
----
Item 1. Financial Statements
Consolidated Balance Sheets -
June 30, 1998 (as restated) and December 31, 1997 .......... 3
Consolidated Statements of Income -
Three months and six months ended
June 30, 1998 (as restated) and 1997 ....................... 4
Consolidated Statements of Cash Flows
Six months ended June 30, 1998 (as restated)
and 1997 ................................................... 5
Notes to Consolidated Financial
Statements ................................................. 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations .............. 10
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders ........ 14
Item 6. Exhibits and Reports on Form 8-K ........................... 14
Signatures ................................................................ 15
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PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
<TABLE>
NANOMETRICS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except share amounts)
(Unaudited)
<CAPTION>
June 30, December 31,
1998 1997
-------- --------
(As Restated)*
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 933 $ 3,656
Short-term investments 9,872 9,595
Accounts receivable, less allowance for
doubtful accounts of $410 and $413 11,379 10,225
Inventories 10,746 7,138
Deferred income taxes 1,881 2,094
Prepaid expenses and other 760 1,075
-------- --------
Total current assets 35,571 33,783
PROPERTY, PLANT AND EQUIPMENT, NET 2,112 2,187
OTHER ASSETS 1,682 273
-------- --------
TOTAL $ 39,365 $ 36,243
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,062 $ 1,889
Accrued payroll and related expenses 618 596
Other current liabilities 2,447 1,493
Income taxes payable 359 565
Current portion of long-term debt 600 604
-------- --------
Total current liabilities 6,086 5,147
LONG-TERM DEBT 2,185 2,568
-------- --------
Total liabilities 8,271 7,715
-------- --------
SHAREHOLDERS' EQUITY:
Common stock, no par value; 25,000,000 shares
authorized; 8,663,998 and 8,521,484 outstanding 13,726 13,151
Retained earnings 18,263 16,144
Accumulated translation adjustment (895) (767)
-------- --------
Total shareholders' equity 31,094 28,528
-------- --------
TOTAL $ 39,365 $ 36,243
======== ========
<FN>
*See Note 2 to Consolidated Financial Statements
See Notes to Consolidated Financial Statements
</FN>
</TABLE>
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<TABLE>
NANOMETRICS INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share amounts)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
-------- -------- -------- --------
(As Restated)* (As Restated)*
<S> <C> <C> <C> <C>
NET REVENUES:
Product sales $ 9,705 $ 7,741 $ 19,323 $ 15,042
Service 1,023 958 1,943 1,916
-------- -------- -------- --------
Total net revenues 10,728 8,699 21,266 16,958
-------- -------- -------- --------
COSTS AND EXPENSES:
Cost of product sales 4,029 2,902 7,658 5,639
Cost of service 967 874 1,952 1,737
Research and development 1,063 665 2,294 1,339
Acquired in-process research and
development -- -- 1,421 --
Selling 1,529 1,626 3,101 2,889
General and administrative 694 613 1,479 1,249
-------- -------- -------- --------
Total costs and expenses 8,282 6,680 17,905 12,853
-------- -------- -------- --------
OPERATING INCOME 2,446 2,019 3,361 4,105
OTHER INCOME (EXPENSE):
Interest income 156 126 317 241
Interest expense (20) (24) (46) (49)
Other, net (139) 5 (148) (6)
-------- -------- -------- --------
Total other income (expense), net (3) 107 123 186
-------- -------- -------- --------
INCOME BEFORE PROVISION
FOR INCOME TAXES 2,443 2,126 3,484 4,291
PROVISION FOR INCOME TAXES 948 753 1,365 1,644
-------- -------- -------- --------
NET INCOME $ 1,495 $ 1,373 $ 2,119 $ 2,647
======== ======== ======== ========
NET INCOME PER SHARE:
Basic $ .17 $ .17 $ .25 $ .32
======== ======== ======== ========
Diluted $ .17 $ .16 $ .24 $ .31
======== ======== ======== ========
SHARES USED IN PER SHARE
COMPUTATION:
Basic 8,641 8,282 8,593 8,282
======== ======== ======== ========
Diluted 9,003 8,665 8,991 8,669
======== ======== ======== ========
<FN>
* See Note 2 to the Notes to Consolidated Financial Statements
See Notes to Consolidated Financial Statements
</FN>
</TABLE>
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<TABLE>
NANOMETRICS INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
<CAPTION>
Six Months Ended
June 30,
1998 1997
-------- --------
(As Restated)*
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,119 $ 2,646
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 119 148
Purchase of in-process technology 1,421 --
Deferred taxes (656) (58)
Changes in assets and liabilities net of effects of product line acquisition:
Accounts receivable (830) 2,227
Other receivables (3) (135)
Inventories (2,081) (1,208)
Prepaid expenses and other 255 (354)
Accounts payable and other liabilities 265 506
Income taxes payable (101) (1,272)
-------- --------
Net cash provided by (used in) operating activities 508 2,500
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of short-term investments (11,126) (12,590)
Sales/maturities of short-term investments 10,849 10,608
Capital expenditures (123) (81)
Product line acquisition (3,038) --
-------- --------
Net cash used in investing activities (3,438) (2,063)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt (204) (167)
Issuance of common stock 575 157
-------- --------
Net cash provided by financing activities 371 (10)
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (164) 611
-------- --------
NET CHANGE IN CASH AND EQUIVALENTS (2,723) 1,038
CASH AND EQUIVALENTS, beginning of period 3,656 1,725
-------- --------
CASH AND EQUIVALENTS, end of period $ 933 $ 2,763
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest $ 49 $ 49
======== ========
Cash paid for income taxes $ 2,122 $ 3,679
======== ========
<FN>
* See Note 2 to the Notes to Consolidated Financial Statements
See Notes to Consolidated Financial Statements
</FN>
</TABLE>
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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 the Company's 1997 Annual Report on Form 10-K filed with the
Securities and Exchange Commission.
Note 2. Restatement of Quarterly Financial Statements
Subsequent to the issuance of the Company's June 30, 1998 consolidated
financial statements, the Securities and Exchange Commission ("the SEC") issued
new guidance on its views regarding the valuation methodology used in
determining acquired in-process research and development expensed on the date of
acquisition. As a result of the new guidance, the Company has modified its
methods used to value the acquired in-process research and development and other
intangible assets acquired in connection with the Optical Specialties, Inc.
("OSI") product line acquisition (see Note 4 below). The revised valuation is
based on management estimates of the after-tax net cash flows and gives explicit
consideration to the SEC's views on acquired in-process research and development
as set forth in its September 9, 1998 letter to the American Institute of
Certified Public Accountants. As a result of the revised valuation, the amount
of purchase price allocated to in-process research and development decreased
from $2,036,000 to $1,421,000, and the amount ascribed to other intangible
assets increased from $0 to $615,000.
<TABLE>
The consolidated financial statements as of June 30, 1998 and for the
three months and six months then ended have been restated from amounts
previously reported to reflect the revised valuation of assets acquired
including goodwill, core and developed technology and in-process research and
development. The effects of such restatement are summarized as follows (in
thousands, except per share amounts):
<CAPTION>
Three Months Ended Six Months Ended
June 30, 1998 June 30, 1998
----------------------- -----------------------
As Previously As Previously
Reported As Restated Reported As Restated
-------- ----------- -------- -----------
<S> <C> <C> <C> <C>
Cost of product sales $3,998 $4,029 $7,627 $7,658
Acquired in-process research and development $ -- $ -- $2,036 $1,421
Operating income $2,477 $2,446 $2,777 $3,361
Income before provision for income taxes $2,474 $2,443 $2,900 $3,484
Provision for income taxes $ 960 $ 948 $1,131 $1,365
Net income $1,514 $1,495 $1,769 $2,119
Basic net income per share $ .18 $ .17 $ .21 $ .25
Diluted net income per share $ .17 $ .17 $ .20 $ .24
</TABLE>
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At June 30, 1998
----------------------------------------
As Previously Reported As Restated
---------------------- -----------
Deferred income taxes $ 2,115 $ 1,881
Other assets $ 1,098 $ 1,682
Retained earnings $17,913 $18,263
Total shareholders' equity $30,744 $31,094
Note 3. Inventories
Inventories are stated at the lower of cost (first-in, first-out) or
market and consist of the following (in thousands):
June 30, December 31,
1998 1997
------- -------
Raw materials and subassemblies $ 6,667 $ 2,934
Work in process 2,428 1,528
Finished goods 1,651 2,676
------- -------
$10,746 $ 7,138
======= =======
Note 4. Product Line Acquisition
On March 30, 1998 the Company entered into an agreement with OSI to
purchase a metrology system product line and related assets used to measure the
critical dimensions and overlay registration errors observed in submicron
lithography. Under the agreement, the Company paid approximately $3.2 million in
cash (of which $187,000 was accrued and remained unpaid as of June 30, 1998) for
the assets and in-process research and development. The total purchase price and
final allocation among the tangible and intangible assets and liabilities
acquired (including acquired in-process research and development) is summarized
as follows (in thousands):
Total Purchase Price:
Total cash consideration $ 3,225
=======
Purchase Price Allocation:
Tangible assets $ 1,923
Intangible assets:
Core and developed technology 419
Goodwill 196
In-process research and development 1,421
Tangible liabilities (734)
-------
$ 3,225
=======
The intangible assets are recorded within other assets in the
accompanying consolidated balance sheet as of June 30, 1998 and are being
amortized over a five year useful life.
The valuation was based on management's estimates of the after tax net
cash flows and gave explicit consideration to the SEC's views on acquired
in-process research and development as set forth in its September 9, 1998 letter
to the American Institute of Certified Public Accountants. Specifically, the
valuation gave consideration to the following: (i) the employment of a fair
market value premise excluding any Nanometrics-specific considerations which
would result in estimates of investment value for the subject assets and; (ii)
comprehensive due diligence concerning all potential intangible assets including
trademarks/tradenames, patents, copyrights, non-compete agreements, assembled
workforce and customer relationships and sales channel. The value of core
technology was explicitly addressed, with a view toward ensuring the relative
allocations to core technology and in-process research and development were
consistent with the relative contributions of each to the final product. The
allocation to in-process research and development was
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based on a calculation that considered only the efforts completed as of the
transaction date, and only the cash flow associated with said completed efforts
for the product currently in process.
As noted above, the Company recorded a one-time charge of $1,421,000 in
the first quarter of 1998 for acquired in-process research and development
related to a development project that had not reached technological feasibility,
had no alternative future use and for which successful development was
uncertain. The conclusions that the in-process development effort, or any
material sub-component, had no alternative future use was reached in
consultation with engineering personnel from both Nanometrics and OSI.
The project to complete the Metra 7000 product includes the completion
of a software platform design started by OSI in 1997. As of the acquisition
date, the Metra 7000 had yet to achieve technological feasibility since there
was not a working prototype with a reliable new software platform. At the time
of the acquisition, the estimated cost to complete this software and related
development was approximately $300,000. The Company began shipments of the Metra
7000 product to a customer in June 1998 and it was at that time that the Company
began to benefit from the acquired research and development related to this
product.
Significant assumptions used to determine the value of in-process
research and development included several factors, including the following: (i)
forecast of net cash flows that were expected to result from the development
effort, using projections prepared by Nanometrics' management; and (ii)
percentage complete of 77% for the Metra project estimated by considering a
number of factors, including the costs invested to date relative to the expected
total cost of the development effort and the amount of progress completed as of
the acquisition date, on a technological basis, relative to the overall
technological achievements required to achieve the intended functionality of the
eventual product. The technological issues were addressed by engineering
representatives from both Nanometrics and OSI; and when estimating the value of
the technology, the projected financial results of the acquired assets were
estimated on a stand-alone basis without any consideration to potential synergic
benefits or "investment value" related to the acquisition. Accordingly, separate
projected cash flows were prepared for both the existing as well as the
in-process Metra 7000 products. These projected results were based on the number
of units sold times average selling price less the associated costs. After
preparing the estimated cash flow from the product being developed, a portion of
this cash flow was attributed to the core technology, which is embodied in the
in-process Metra 7000 product line and enables the development of the Metra 7000
quicker and more cost effectively. When estimating the value of the developed,
core and in-process technologies, discount rates of 25%, 30% and 35%
respectively, were used. These discount rates consider both the status and risk
associated with the respective cash flows as of the acquisition date.
In addition, during the three months ended March 31, 1998, the Company
hired certain former employees of OSI and incurred approximately $350,000 in
related, non-recurring hiring expenses (such expenses are classified in the
accompanying consolidated statement of income according to the employees'
function).
Note 5. Other Current Liabilities
Other current liabilities consist of the following (in thousands):
June 30, 1998 December 31, 1997
------------- -----------------
Commissions payable $ 528 $ 564
Accrued warranty 1,026 479
Other 893 450
------ ------
$2,447 $1,493
====== ======
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Note 6. Net Income 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 Six Months Ended
June 30 June 30
1998 1997 1998 1997
----- ----- ----- -----
Weighted average common shares
outstanding-shares used in basic
net income per share computation 8,641 8,282 8,593 8,282
Dilutive effect of common stock equivalents,
using the treasury stock method 362 383 398 387
----- ----- ----- -----
Shares used in dilutive net income
per share computation 9,003 8,665 8,991 8,669
===== ===== ===== =====
During the three and six month periods ended June 30, 1998 and 1997,
the Company 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 June 30, 1998, 380,500 such common stock options with a weighted average
exercise price of $10.20 per share were excluded from the diluted net income per
share computations.
Note 7. Comprehensive Income
In the first quarter of 1998, the Company adopted Statement of
Financial Accounting Standard No. 130, "Reporting Comprehensive Income," which
requires an enterprise to report the change in net assets during the period from
nonowner sources ("comprehensive income"). For the three months ended June 30,
1998 and 1997, comprehensive income, which consisted of net income for the
periods and changes in accumulated translation adjustments, was $1,401,000 and
$1,584,000, respectively. For the six months ended June 30, 1998 and 1997,
comprehensive income was $1,991,000 and $2,678,000, respectively.
Note 8. Recently Issued Accounting Standard
In June 1997, the Financial Accounting Standards Board issued SFAS No.
131, "Disclosure about Segments of an Enterprise and Related Information," which
establishes annual and interim reporting standards for an enterprise's business
segments and related disclosures about its products, services, geographic areas
and major customers. This statement is effective for fiscal year 1998 and
adoption will not affect the Company's financial position, results of operations
or cashflows.
Note 9. New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," which
defines derivatives, requires that all derivatives be carried at fair value, and
provides for hedging accounting when certain conditions are met. This statement
is effective for all fiscal quarters of fiscal years beginning after June 15,
1999. Although the Company has not fully assessed the implications of this new
statement, the Company does not believe adoption of this statement will have a
material impact on the Company's financial position or results of operations.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Product Line Acquisition
On March 30, 1998, the Company entered into an agreement with Optical
Specialties, Inc. ("OSI") to purchase a metrology system product line and
related assets to measure the critical dimensions and overlay registration
errors observed in submicron lithography. Subsequent to the issuance of the
Company's June 30, 1998 consolidated financial statements, the Securities and
Exchange Commission ("the SEC") issued new guidance on its views regarding the
valuation methodology used in determining acquired in-process research and
development expensed on the date of acquisition. As a result of the new
guidance, the Company has modified its methods used to value the acquired
in-process technology and other intangible assets acquired in connection with
the OSI product line acquisition. The revised valuation was based on management
estimates of the after tax net cash flows and gave explicit consideration to the
SEC's views on acquired in-process research and development as set forth in its
September 9, 1998 letter to the American Institute of Certified Public
Accountants. As a result of the revised valuation, the amount of purchase price
allocated to in-process research and development decreased from $2,036,000 to
$1,421,000 and the amount ascribed to other intangible assets increased from $0
to $615,000. Accordingly, the Company's Consolidated Financial Statements and
Management Discussion and Analysis of Financial Condition and Results of
Operations have been restated to reflect such adjustments described herein and
in Note 2 to the Notes to Consolidated Financial Statements.
Results of Operations
Total net revenues for the three months ended June 30, 1998 were
$10,728,000, an increase of $2,029,000 or 23% from the comparable period in
1997. For the six months ended June 30, 1998, total revenues of $21,266,000
increased by $4,308,000 or 25% from the comparable period in 1997. Product sales
of $9,705,000 and $19,323,000 for the three months and six months ended June 30,
1998, respectively, increased $1,964,000 or 25% and $4,281,000 or 28%,
respectively, as compared with the same periods during 1997. The increases in
product sales resulted from stronger demand for, and increased shipments of, the
Company's products, especially its automated products, particularly to customers
in the Far East and Europe. In addition, sales of the recently acquired Metra
product contributed $1,400,000 to revenues in the second quarter of 1998.
Service revenue of $1,023,000 and $1,943,000 for the three months and six months
ended June 30, 1998, respectively, increased $65,000 or 7% and $27,000 or 1%,
respectively, as compared to the same periods in 1997. These increases in
service revenue are primarily attributable to higher sales of accessories in the
U.S.
Cost of product sales as a percentage of product sales increased to 42%
in the second quarter of 1998 from 37% in the second quarter of 1997 and
increased to 40% in the six months ended June 30, 1998 from 37% for the same
period in 1997 primarily because of Metra sales which had a lower gross margin
than the Company's other products and underabsorbed manufacturing costs related
to the start up of production on the Metra product line. Cost of service as a
percentage of service revenue increased to 95% in the second quarter of 1998
from 91% in the second quarter of 1997 and increased to 100% in the six months
ended June 30, 1998 from 91% for the same period in 1997 as a result of the
increased cost of additional headcount associated with servicing the Company's
new Metra product line.
Research and development expenses for the three month and six month
periods ended June 30, 1998 increased $398,000 or 60% and $955,000 or 71%
respectively, compared to the same periods in 1997 due primarily to the
increased cost of additional headcount associated with research and development
for the Company's new Metra product line.
10
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In the first quarter of 1998, the Company paid approximately $3.2
million for the assets and in-process research and development related to OSI's
Metra product line. Of this purchase price, $1,421,000 related to the value of
in-process technology that had no alternative future use and was charged to
expense in the accompanying consolidated statement of income for the six months
ended June 30, 1998.
Selling expenses in the second quarter of 1998 decreased by $97,000 or
6% compared to the second quarter of 1997 when the mix of products sold included
more sales by outside sales representatives which resulted in higher
commissions. Selling expenses for the six months ended June 30, 1998 increased
$212,000 or 7% compared to the same period in 1997 primarily because of the
increased cost of additional headcount associated with the sales and marketing
of the Company's new Metra product line.
General and administrative expenses for the three month and six month
periods ended June 30, 1998 increased by $81,000 or 13% and $230,000 or 18%,
respectively, compared to the same periods in 1997 primarily as a result of
spending associated with the increased level of operations.
Other income (expense), net for the three month and six month periods
ended June 30, 1998 decreased $110,000 or 103% and $63,000 or 34% respectively,
from the comparable periods in 1997 due primarily to royalty costs and exchange
rate losses.
The Company reported an operating income of $2,446,000 and net income
of $1,495,000 for the second quarter of 1998 compared to an operating income of
$2,019,000 and net income of $1,373,000 for the same period in 1997. For the
first six months of 1998, the Company reported an operating income of $3,361,000
and net income of $2,119,000 which compared to an operating income of $4,105,000
and net income of $2,647,000 for the same period in 1997.
Liquidity and Capital Resources
At June 30, 1998, the Company had working capital of $29,485,000
compared to $28,636,000 at December 31, 1997. The current ratio at June 30, 1998
was 5.8 to 1. The Company believes working capital including cash and short-term
investments of $10,805,000 will be sufficient to meet its needs at least through
the next twelve months. Operating activities for the first six months of 1998
provided cash of $508,000 primarily from net income adjusted for the in-process
technology purchase of the Metra product line which was offset to some extent by
increased accounts receivable and inventory, while the net purchases of
short-term investments used $277,000, capital expenditures used $123,000,
purchase of the Metra product line used $3,038,000, debt repayment used $204,000
and issuance of common stock provided $575,000.
Recently Issued Accounting Standard
In June 1997, the Financial Accounting Standards Board issued SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information,"
which establishes annual and interim reporting standards for an enterprise's
business segments and related disclosures about its products, services,
geographic areas and major customers. This statement is effective for fiscal
year 1998 and adoption will not affect the Company's financial position, results
of operations or cashflows.
Year 2000 Issues
Many computer systems are expected to experience problems handling dates around
the year 2000 ("Y2K"). The Y2K issue is the result of many currently installed
computer programs being written using
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two digits rather than four to define the applicable year. As a result, these
computer programs are unable to distinguish between 21st century dates and 20th
century dates and could cause computer system failures or miscalculations that
result in significant business disruptions. Described below are the actions the
Company has taken, and plans to take, to address the potential problems
resulting as systems attempt to handle dates around the millennium.
State of Readiness The Company's upper management has discussed and agreed upon
a comprehensive plan to address its Y2K issues. The Y2K plan includes the
following activities: gathering data and taking inventory; testing systems and
products to evaluate Y2K compliance; execution of remediation activities to fix
non-compliant products and systems; and monitoring and testing products and
systems on an ongoing basis. The major business areas impacted are:
Products: Many of the Company's products incorporate computer software to
control certain add-on features and functionality. The Company's products
are measurement tools and Y2K issues arise in the Company's products where
database functions are used (e.g. storage of measurement data). The Company
has completed testing and evaluation of its products for Y2K compliance. As
a result of such evaluation, the Company believes that: (i) most of its
current product lines are Y2K compliant; (ii) upgrades are currently
available or will be available by mid-1999 for non-Y2K compliant automated
products; and (iii) as database functionality is not used in certain older
obsolete products and in non-automated systems, Y2K compliance is not
believed to be an issue.
Procurement: Critical suppliers have been contacted and status of products
and internal systems have been verified. The Company is in the process of
evaluating the balance of its supplier base. This evaluation is expected to
be completed by March 31, 1999.
Manufacturing: The Company's assembly and test equipment is scheduled for
ongoing upgrades to Y2K compliant configurations through mid-1999. The
Company's primary manufacturing application software system is scheduled to
be upgraded to be Y2K compliant by mid-1999. The cost of such upgrade is
included in the estimate of the costs to upgrade the information technology
as discussed below.
Information Technology Systems ("IT"): The Company has conducted a survey
of its IT hardware and software and has identified substantially all
non-Y2K compliant hardware and software. The Company has purchased a Y2K
upgrade license from its IT vendor and expects to implement the upgrade by
mid-1999. The Company currently estimates the cost of the upgrade license
and the related internal and external costs to implement will approximate
$140,000.
Facilities and Infrastructure: An assessment of the Y2K readiness of owned
and leased assets has been performed and systems which will require upgrade
or replacement include the security and card key system and the voicemail
system.
Costs While the Company has not yet completed the entire evaluation of the
required activities to address the Y2K issues, the Company currently believes
that the estimated costs of Y2K compliance efforts are not expected to be
material to the Company.
Risks The Company believes the most reasonably likely worst case Y2K scenarios
include the following:
Customers could change their buying patterns in a number of ways, including
accelerating or delaying purchases of, or replacement of, the Company's products
and services.
The Company could experience a disruption in service to its customers as a
result of the failure of third party products, including the following: third
party products which are non-compliant and are
12
<PAGE>
incorporated into the Company's products could cause the products to fail; a
breakdown in telephone, e-mail, voicemail, could impact the responsiveness of
the Company's customer service department; Y2K problems at a number of the
Company's suppliers including banks, telephone companies and the United States
Postal Service could have a pervasive impact on the Company's business as a
whole; and product features that rely on date parameters (generally date
dependent routings and operating reports) could malfunction.
Although the Company's products are undergoing both Y2K specific, and its normal
testing procedures, its products may not contain all of the necessary date code
or other changes to operate in the year 2000. Any failure of such products to
perform could result in: claims and lawsuits against the Company; significantly
impaired customer satisfaction resulting in customers withholding cash owed to
the Company and delaying or canceling orders; and managerial and technical
resources being diverted away from product development and other business
activities.
Any of the above stated consequences, in addition to others which the Company
cannot yet foresee, could have a significant adverse impact on the Company's
business, operating results and financial condition.
Contingency Plan The Company currently believes that its plan is adequate to
address its Y2K issues, and accordingly, does not believe that it is practical
to develop a comprehensive contingency plan. Based on the current plan's
timeline, the Company believes that it would be able to determine the
effectiveness of the current plan by mid-1999. As such, in the event that its
current plan is not adequate to address the Y2K issues, the Company believes
that there will be adequate time to establish and implement a contingency plan.
Once a contingency plan is implemented, however, the Company cannot be certain
that such a plan would prevent significant Y2K problems from having a material
adverse effect on the Company's business, operating results and financial
condition.
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, and Section 21E of the
Securities Exchange Act of 1934. These statements involve risks and
uncertainties and actual results could differ materially as a result of a number
of factors including demand for the company's products, which is affected by
factors including the cyclicality of the semiconductor, magnetic recording head
and flat panel display industries served by the Company, patterns of capital
spending by customers, technological changes in the markets served by the
Company and its customers, market acceptance of products of both the Company and
its customers, the timing, cancellation of delay of customer orders and
shipments, competition, including competitive pressure on product prices and
changes in pricing by the Company's customers or suppliers, fluctuation in
foreign currency exchange rates particularly the Japanese yen, the proportion of
direct sales versus sales through distributors and representatives, market
acceptance of new and enhanced versions of the Company's products, the timing of
new product announcements and releases of products by the Company or its
competitors, including the Company's ability to design, introduce and
manufacture new products on a timely and cost effective basis, the size and
timing acquisitions of business, products or technologies and fluctuations in
the availability and cost of components and subassemblies and the factors set
forth under "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Risk Factors" in the 1997 Annual Report. on form 10-K.
The Company 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.
13
<PAGE>
NANOMETRICS INCORPORATED
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A. The annual meeting of shareholders was held on June 18, 1998.
B. The following directors were elected to the board of directors:
Vincent J. Coates
Nathaniel Brenner
Norman V. Coates
John D. Heaton
Clifford F. Smedley
Kanegi Nagai
<TABLE>
C. The following matters were voted upon at the annual meeting:
<CAPTION>
For Against Abstain
--- ------- -------
1. To elect the following directors
to serve for the ensuing year:
<S> <C> <C> <C>
Vincent J. Coates, Chairman 7,318,208 0 3,500
Nathaniel Brenner, Director 7,320,208 0 1,500
Norman V. Coates, Director 7,305,008 0 16,700
John D. Heaton, Director 7,318,167 0 3,541
Clifford F. Smedley, Director 7,320,208 0 1,500
Kanegi Nagai, Director 7,320,208 0 1,500
2. To ratify the appointment of
Deloitte & Touche LLP as independent
auditors for the fiscal year ending
December 31, 1998. 7,319,438 0 2,270
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
Ex. 27 - Financial Data Schedule
B. Reports on Form 8-K.
None.
14
<PAGE>
NANOMETRICS INCORPORATED
SIGNATURE
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: February 16, 1999
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-START> Jan-01-1998
<PERIOD-END> Jun-30-1998
<CASH> 933
<SECURITIES> 9,872
<RECEIVABLES> 11,789
<ALLOWANCES> 410
<INVENTORY> 10,746
<CURRENT-ASSETS> 35,571
<PP&E> 5,115
<DEPRECIATION> 3,003
<TOTAL-ASSETS> 39,365
<CURRENT-LIABILITIES> 6,086
<BONDS> 2,185
0
0
<COMMON> 13,726
<OTHER-SE> 17,368
<TOTAL-LIABILITY-AND-EQUITY> 39,365
<SALES> 19,323
<TOTAL-REVENUES> 21,266
<CGS> 7,658
<TOTAL-COSTS> 9,610
<OTHER-EXPENSES> 8,295
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 46
<INCOME-PRETAX> 3,484
<INCOME-TAX> 1,365
<INCOME-CONTINUING> 2,119
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,119
<EPS-PRIMARY> .25
<EPS-DILUTED> .24
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