Press Release

ZYGO Announces First Quarter Fiscal 2009 Results

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Posted 30 October 2008 @ 03:00 pm ET

MIDDLEFIELD, CT -- (Marketwire) -- 10/30/08 -- Zygo Corporation (NASDAQ: ZIGO) todayannounced net sales of $38.4 million and net income of $0.5 million, or$0.03 per diluted share, for the first quarter of fiscal 2009 as comparedwith net sales of $31.7 million and a net loss of $0.9 million, or a lossof $0.05 per diluted share, for the first quarter of fiscal 2008. Firstquarter fiscal 2009 results include expenses of $0.02 per diluted share,net of tax, related to the recently announced contemplated merger betweenZYGO and Electro Scientific Industries, Inc. ("ESI").

Sales for the first quarter of fiscal 2009 were driven primarily by theMetrology Solutions Division (72% of total revenues), supported by strongdisplay systems and instrument revenues. Earnings were favorably affectedby the overall increase in sales and higher gross margins as compared withthe first quarter of last year.

Orders for the first quarter of fiscal 2009 were $28.8 million, comparedwith orders of $36.5 million in the first quarter of fiscal 2008. Ordersfrom the company's Metrology Solutions Division accounted for 79% of theorders received, with the Optical Systems Division contributing theremaining 21%. Within the Metrology Solutions Division, the semiconductorequipment orders were down as capital spending in this market continues todeteriorate. The Optical Systems Division experienced a pushout of ordersfrom one of its ophthalmology customers, which we understand was primarilyrelated to the effect of the current economy on elective eye surgery.

"Weakness in the global economy impacted both sales and orders thisquarter," noted Bruce Robinson, ZYGO's Chairman and CEO. "However, despitemarket contraction, the restructuring actions we implemented in fiscal 2008combined with improved margins and tight control of expenses positivelyaffected our operating results. With the increasing negative pressureoriginating from the softness in the semiconductor industry, we are hopefulthat the diversity of our served markets will help mitigate what aresignificant reductions in capital spending by our semiconductor customers."

On October 16, 2008, the company announced that it had signed a mergeragreement with ESI in an all-stock transaction. The contemplated merger isexpected to close in the first calendar quarter of 2009. Mr. Robinsonadded, "We look forward to joining forces with ESI to build a larger,stronger global organization. Until the transaction is consummated, wewill continue to focus our efforts on securing orders during a tougheconomic period while maintaining our cost containment initiatives."

Zygo Corporation 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 industrialmarkets.

Note: ZYGO's teleconference to discuss the results of the first quarter offiscal 2009 will be held at 6 PM Eastern Time on October 30, 2008 and canbe accessed by dialing 800-954-1053. This call is web cast live on ZYGO'sweb site at www.zygo.com. The call may also be accessed for 30 daysfollowing the teleconference.

All statements other than statements of historical fact included in thisnews release regarding our financial position, business strategy, plans,anticipated sales, orders, market acceptance, growth rates, marketopportunities, and objectives of management of the Company for futureoperations are forward-looking statements. Forward-looking statements areintended to provide management's current expectations or plans for thefuture operating and financial performance of the Company based uponinformation currently available and assumptions currently believed to bevalid. Forward-looking statements can be identified by the use of wordssuch as "anticipate," "believe," "estimate," "expect," "intend," "plans,""strategy," "project," and other words of similar meaning in connectionwith a discussion of future operating or financial performance. Actualresults could differ materially from those contemplated by theforward-looking statements as a result of certain factors. Among theimportant factors that could cause actual events to differ materially fromthose in the forward-looking statements are fluctuations in capitalspending of our customers; fluctuations in net sales to our major customer;manufacturing and supplier risks; dependence on timing and marketacceptance of new product development; rapid technological and marketchange; risks in international operations; dependence on proprietarytechnology and key personnel; length of the sales cycle; environmentalregulations; investment portfolio returns; fluctuations in our stock price;the risk that expected synergies and cost savings from the merger may notbe realized; the risk that anticipated growth opportunities may be smallerthan anticipated or may not be realized; risks related to integration ofZYGO and ESI; the risk that the closing of the merger between ESI and ZYGOmay not occur; unexpected expenses associated with the proposed merger withESI; and customer and/or employee losses as a result of the proposedmerger. Zygo Corporation undertakes no obligation to publicly update orreviseforward-looking statements to reflect events or circumstances after thedate of this news release. Further information on potential factors thatcould affect Zygo Corporation's business is described in our reports onfile with the Securities and Exchange Commission, including our Form 10-Kfor the fiscal year ended June 30, 2008.

Additional Information about the Merger and Where to Find It

ESI and ZYGO intend to file with the Securities and Exchange Commission("SEC") a Registration Statement on Form S-4, which will include a jointproxy statement/prospectus with respect to the merger and other relevantmaterials (the "proxy statement/prospectus"). BEFORE MAKING ANY VOTING ORINVESTMENT DECISION, STOCKHOLDERS AND INVESTORS OF ESI AND ZYGO ARE URGEDTO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS WHENTHEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUTESI, ZYGO AND THE MERGER. Investors and security holders may obtain copiesof the proxy statement/prospectus, including the annexes attached to, andthe reports incorporated by reference in, the proxy statement/prospectus,and any other related reports and documents filed or to be filed by ESI orZYGO with the SEC relating to the merger, free of charge, at the SEC's website at www.sec.gov. Investors and security holders also may obtain thesedocuments free of charge from ZYGO at the Investor's link on ZYGO's website at www.zygo.com, or by contacting ZYGO's Investor Relations at (860)347-8506. Documents will also be available from ESI at the InvestorRelations link on ESI's web site at www.esi.com or by contacting ESI'sInvestor Relations at (503) 641-4141.

ESI and ZYGO and their respective directors and executive officers may bedeemed participants in the solicitation of proxies from security holders inconnection with this transaction. Information about the directors andexecutive officers of ESI and ZYGO and information about other persons whomay be deemed participants in the merger transaction will be included inthe proxy statement/prospectus. ESI's information about executive officersand directors is included in ESI's proxy statement (DEF14A) filed with theSEC on June 27, 2008. Information about ZYGO's officers and directors isincluded in ZYGO's annual report (Form 10-K) filed with the SEC onSeptember 15, 2008, as amended on Form 10-K/A filed with the SEC on October27, 2008. Free copies of these documents can be obtained from the SEC orfrom ZYGO and ESI using the contact information above. In addition,directors and executive officers of ZYGO may have direct or indirectinterests in the merger due to securities holdings, vesting of options, orrights to severance payments if their employment is terminated followingthe merger. Additional information regarding ZYGO, ESI, and the interestsof their respective executive officers and directors in the merger will becontained in the proxy statement/prospectus.

Zygo Corporation and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited)(Thousands, except per share amounts) Three Months Ended September 30, ---------------------- 2008 2007 ---------- ----------Net sales $ 38,392 $ 31,714Cost of goods sold 21,581 20,662 ---------- ---------- Gross profit 16,811 11,052 ---------- ----------Selling, general, and administrative expenses 9,584 7,425Research, development, and engineering expenses 5,596 5,642Provision for doubtful accounts and notes 382 - ---------- ---------- Operating profit (loss) 1,249 (2,015) ---------- ----------Other income (expense) Interest income 369 811 Miscellaneous income (expense), net (378) 202 ---------- ---------- Total other income (expense) (9) 1,013 ---------- ---------- Earnings (loss) before income taxes and minority interest 1,240 (1,002)Income tax (expense) benefit (461) 361Minority interest (276) (303) ---------- ---------- Net earnings (loss) $ 503 $ (944) ========== ==========Basic - Earnings (loss) per share $ 0.03 $ (0.05) ========== ==========Diluted - Earnings (loss) per share $ 0.03 $ (0.05) ========== ==========Weighted average shares outstanding: Basic Shares 16,775 18,193 ========== ========== Diluted Shares 17,162 18,193 ========== ========== Zygo Corporation and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) September 30, June 30,(Thousands of dollars) 2008 2008 ------------- -------------AssetsCurrent assets: Cash and cash equivalents $ 30,433 $ 26,421 Marketable securities 19,110 17,639 Receivables, net 28,615 31,036 Inventories 40,604 37,542 Prepaid expenses 2,618 2,230 Income tax receivable 929 241 Deferred income taxes 9,579 12,143 ------------- ------------- Total current assets 131,888 127,252Marketable securities 2,742 6,963Property, plant, and equipment, net 36,327 36,371Deferred income taxes 11,245 8,904Intangible assets, net 8,951 9,522Other assets 995 996 ------------- -------------Total assets $ 192,148 $ 190,008 ============= =============Liabilities and Stockholders' EquityCurrent liabilities: Payables $ 10,095 $ 7,955 Accrued expenses 13,902 14,414 Deferred income taxes 30 32 ------------- ------------- Total current liabilities 24,027 22,401Other long-term liabilities 2,610 2,817Minority interest 2,120 1,844Stockholders' equity 163,391 162,946 ------------- -------------Total liabilities and stockholders' equity $ 192,148 $ 190,008 ============= =============

For Further Information Call:Walter A. ShephardVice President Finance, CFO, and TreasurerVoice: 860-704-3955Email Contact


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