|
x
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
o
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
|
94-2276314
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I. R. S. Employer
Identification No.)
|
1550 Buckeye Drive, Milpitas, CA
|
|
95035
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
|
o
|
|
Accelerated filer
|
x
|
|
Non-accelerated filer
|
|
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
o
|
|
|
|
|
Page
|
|
|
|
|
|
Item 1.
|
||
|
|
|
|
|
|
Condensed Consolidated Balance Sheets as of September 27, 2014 and December 28, 2013 (Unaudited)
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Operations for the Three
and Nine
Month Periods Ended
September 27, 2014 and September 28, 2013 (Unaudited)
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Comprehensive Income (Loss)
for the Three and Nine Month Periods Ended September 27, 2014 and September 28, 2013 (Unaudited)
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Cash Flows
for the Nine Month Periods Ended September 27, 2014 and September 28, 2013 (Unaudited)
|
|
|
|
|
|
|
|
||
|
|
|
|
|
Item 2.
|
21
|
|
|
|
|
|
|
Item 3.
|
||
|
|
|
|
|
Item 4.
|
||
|
|
||
|
|
|
|
|
Item 1A.
|
||
|
|
|
|
|
Item 6.
|
||
|
|
|
|
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
September 27,
2014 |
|
December 28,
2013 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
35,625
|
|
|
$
|
44,765
|
|
Marketable securities
|
48,748
|
|
|
48,097
|
|
||
Accounts receivable, net of allowances of $253 and $293, respectively
|
26,061
|
|
|
31,436
|
|
||
Inventories
|
35,762
|
|
|
34,520
|
|
||
Inventories-delivered systems
|
501
|
|
|
6,901
|
|
||
Prepaid expenses and other
|
9,356
|
|
|
10,519
|
|
||
Deferred income tax assets
|
2,922
|
|
|
14,516
|
|
||
Total current assets
|
158,975
|
|
|
190,754
|
|
||
Property, plant and equipment, net
|
50,736
|
|
|
47,439
|
|
||
Goodwill
|
11,039
|
|
|
11,743
|
|
||
Intangible assets, net
|
5,255
|
|
|
7,864
|
|
||
Deferred income tax assets
|
362
|
|
|
4,338
|
|
||
Other assets
|
593
|
|
|
696
|
|
||
Total assets
|
$
|
226,960
|
|
|
$
|
262,834
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
5,948
|
|
|
$
|
10,604
|
|
Accrued payroll and related expenses
|
8,395
|
|
|
7,853
|
|
||
Deferred revenue
|
5,944
|
|
|
21,749
|
|
||
Other current liabilities
|
7,834
|
|
|
7,993
|
|
||
Income taxes payable
|
639
|
|
|
758
|
|
||
Total current liabilities
|
28,760
|
|
|
48,957
|
|
||
Deferred revenue
|
3,253
|
|
|
3,718
|
|
||
Income taxes payable
|
635
|
|
|
1,171
|
|
||
Deferred tax liability
|
2,701
|
|
|
—
|
|
||
Other long-term liabilities
|
1,673
|
|
|
1,615
|
|
||
Total liabilities
|
37,022
|
|
|
55,461
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value; 3,000,000 shares authorized; no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 47,000,000 shares authorized; 24,156,554 shares and 23,537,275 shares, respectively, issued and outstanding
|
24
|
|
|
24
|
|
||
Additional paid-in capital
|
255,036
|
|
|
244,733
|
|
||
Accumulated deficit
|
(64,475
|
)
|
|
(37,996
|
)
|
||
Accumulated other comprehensive income (loss)
|
(647
|
)
|
|
612
|
|
||
Total stockholders’ equity
|
189,938
|
|
|
207,373
|
|
||
Total liabilities and stockholders’ equity
|
$
|
226,960
|
|
|
$
|
262,834
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 27, 2014
|
|
September 28, 2013
|
|
September 27, 2014
|
|
September 28, 2013
|
||||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||||
Products
|
$
|
19,487
|
|
|
$
|
30,164
|
|
|
$
|
101,991
|
|
|
$
|
69,776
|
|
Service
|
7,646
|
|
|
8,880
|
|
|
24,747
|
|
|
28,372
|
|
||||
Total net revenues
|
27,133
|
|
|
39,044
|
|
|
126,738
|
|
|
98,148
|
|
||||
Costs of net revenues:
|
|
|
|
|
|
|
|
||||||||
Cost of products
|
10,737
|
|
|
18,116
|
|
|
52,165
|
|
|
40,908
|
|
||||
Cost of service
|
4,292
|
|
|
4,469
|
|
|
14,061
|
|
|
14,510
|
|
||||
Amortization of intangible assets
|
688
|
|
|
658
|
|
|
2,039
|
|
|
1,963
|
|
||||
Total costs of net revenues
|
15,717
|
|
|
23,243
|
|
|
68,265
|
|
|
57,381
|
|
||||
Gross profit
|
11,416
|
|
|
15,801
|
|
|
58,473
|
|
|
40,767
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
8,037
|
|
|
8,926
|
|
|
25,724
|
|
|
24,695
|
|
||||
Selling
|
6,389
|
|
|
6,758
|
|
|
20,443
|
|
|
20,303
|
|
||||
General and administrative
|
5,781
|
|
|
5,424
|
|
|
18,120
|
|
|
16,442
|
|
||||
Amortization of intangible assets
|
103
|
|
|
195
|
|
|
318
|
|
|
588
|
|
||||
Restructuring charge
|
1,715
|
|
|
1,740
|
|
|
1,715
|
|
|
1,740
|
|
||||
Total operating expenses
|
22,025
|
|
|
23,043
|
|
|
66,320
|
|
|
63,768
|
|
||||
Loss from operations
|
(10,609
|
)
|
|
(7,242
|
)
|
|
(7,847
|
)
|
|
(23,001
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income
|
13
|
|
|
7
|
|
|
37
|
|
|
51
|
|
||||
Interest expense
|
(90
|
)
|
|
(118
|
)
|
|
(286
|
)
|
|
(549
|
)
|
||||
Other income (expense), net
|
(57
|
)
|
|
(334
|
)
|
|
111
|
|
|
(930
|
)
|
||||
Total other expense, net
|
(134
|
)
|
|
(445
|
)
|
|
(138
|
)
|
|
(1,428
|
)
|
||||
Loss before income taxes
|
(10,743
|
)
|
|
(7,687
|
)
|
|
(7,985
|
)
|
|
(24,429
|
)
|
||||
Provision for (benefit from) income taxes
|
17,919
|
|
|
(3,133
|
)
|
|
18,494
|
|
|
(9,727
|
)
|
||||
Net loss
|
$
|
(28,662
|
)
|
|
$
|
(4,554
|
)
|
|
$
|
(26,479
|
)
|
|
$
|
(14,702
|
)
|
Net loss per share:
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(1.19
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(1.11
|
)
|
|
$
|
(0.63
|
)
|
Diluted
|
$
|
(1.19
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(1.11
|
)
|
|
$
|
(0.63
|
)
|
Weighted shares used in per share calculation:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
24,132
|
|
|
23,261
|
|
|
23,928
|
|
|
23,247
|
|
||||
Diluted
|
24,132
|
|
|
23,261
|
|
|
23,928
|
|
|
23,247
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 27, 2014
|
|
September 28, 2013
|
|
September 27, 2014
|
|
September 28, 2013
|
||||||||
Net loss
|
$
|
(28,662
|
)
|
|
$
|
(4,554
|
)
|
|
$
|
(26,479
|
)
|
|
$
|
(14,702
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Change in foreign currency translation adjustment
|
(1,637
|
)
|
|
1,142
|
|
|
(1,252
|
)
|
|
(837
|
)
|
||||
Net change on unrealized gains on available-for-sale investments
|
(15
|
)
|
|
20
|
|
|
(7
|
)
|
|
17
|
|
||||
Other comprehensive income (loss)
|
(1,652
|
)
|
|
1,162
|
|
|
(1,259
|
)
|
|
(820
|
)
|
||||
Comprehensive loss
|
$
|
(30,314
|
)
|
|
$
|
(3,392
|
)
|
|
$
|
(27,738
|
)
|
|
$
|
(15,522
|
)
|
|
Nine Months Ended
|
||||||
|
September 27,
2014 |
|
September 28,
2013 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(26,479
|
)
|
|
$
|
(14,702
|
)
|
Reconciliation of net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
8,660
|
|
|
6,536
|
|
||
Stock-based compensation
|
5,115
|
|
|
5,912
|
|
||
Excess tax benefit from equity awards
|
—
|
|
|
467
|
|
||
Loss on disposal of fixed assets
|
80
|
|
|
173
|
|
||
Provision for doubtful accounts receivable
|
11
|
|
|
—
|
|
||
Inventory write-down
|
1,109
|
|
|
6,307
|
|
||
Deferred income taxes
|
20,776
|
|
|
(9,659
|
)
|
||
Changes in fair value of contingent consideration
|
118
|
|
|
1,045
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
4,871
|
|
|
(1,818
|
)
|
||
Inventories
|
(7,998
|
)
|
|
(7,173
|
)
|
||
Inventories-delivered systems
|
6,400
|
|
|
(300
|
)
|
||
Prepaid expenses and other
|
1,751
|
|
|
820
|
|
||
Accounts payable, accrued and other liabilities
|
(4,535
|
)
|
|
6,798
|
|
||
Deferred revenue
|
(16,270
|
)
|
|
2,044
|
|
||
Income taxes payable
|
(3,158
|
)
|
|
(363
|
)
|
||
Net cash used in operating activities
|
(9,549
|
)
|
|
(3,913
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Maturities of marketable securities
|
25,570
|
|
|
38,030
|
|
||
Purchases of marketable securities
|
(26,810
|
)
|
|
(40,797
|
)
|
||
Purchases of property, plant and equipment
|
(2,800
|
)
|
|
(3,516
|
)
|
||
Net cash used in investing activities
|
(4,040
|
)
|
|
(6,283
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payments to Zygo Corporation related to acquisition
|
(470
|
)
|
|
(735
|
)
|
||
Repayments of debt obligations
|
—
|
|
|
(5,224
|
)
|
||
Proceeds from sale of shares under employee stock option and purchase plans
|
5,852
|
|
|
3,192
|
|
||
Excess tax benefit from equity awards
|
—
|
|
|
(467
|
)
|
||
Taxes paid on net issuance of stock awards
|
(664
|
)
|
|
(86
|
)
|
||
Repurchases of common stock
|
—
|
|
|
(5,000
|
)
|
||
Net cash provided by (used in) financing activities
|
4,718
|
|
|
(8,320
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(269
|
)
|
|
(566
|
)
|
||
Net decrease in cash and cash equivalents
|
(9,140
|
)
|
|
(19,082
|
)
|
||
Cash and cash equivalents, beginning of period
|
44,765
|
|
|
62,915
|
|
||
Cash and cash equivalents, end of period
|
$
|
35,625
|
|
|
$
|
43,833
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing activities:
|
|
|
|
||||
Transfer of inventory to property, plant and equipment, net
|
$
|
4,627
|
|
|
$
|
3,106
|
|
|
September 27, 2014
|
|
December 28, 2013
|
||||||||||||||||||||||||||||
|
Fair Value Measurements Using Input Types
|
|
|
|
Fair Value Measurements Using Input Types
|
|
|
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
$
|
549
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
549
|
|
|
$
|
876
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
876
|
|
Commercial paper
|
—
|
|
|
650
|
|
|
—
|
|
|
650
|
|
|
—
|
|
|
750
|
|
|
—
|
|
|
750
|
|
||||||||
Total cash equivalents
|
549
|
|
|
650
|
|
|
—
|
|
|
1,199
|
|
|
876
|
|
|
750
|
|
|
—
|
|
|
1,626
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury, U.S. Government and U.S. Government agency debt securities
|
2,498
|
|
|
18,687
|
|
|
—
|
|
|
21,185
|
|
|
5,036
|
|
|
11,980
|
|
|
—
|
|
|
17,016
|
|
||||||||
Commercial paper, municipal securities and corporate debt securities
|
—
|
|
|
27,563
|
|
|
—
|
|
|
27,563
|
|
|
—
|
|
|
31,081
|
|
|
—
|
|
|
31,081
|
|
||||||||
Total marketable securities
|
2,498
|
|
|
46,250
|
|
|
—
|
|
|
48,748
|
|
|
5,036
|
|
|
43,061
|
|
|
—
|
|
|
48,097
|
|
||||||||
Total
(1)
|
$
|
3,047
|
|
|
$
|
46,900
|
|
|
$
|
—
|
|
|
$
|
49,947
|
|
|
$
|
5,912
|
|
|
$
|
43,811
|
|
|
$
|
—
|
|
|
$
|
49,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Contingent consideration payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,431
|
|
|
$
|
2,431
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,783
|
|
|
$
|
2,783
|
|
|
September 27, 2014
|
||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Estimated Fair Market Value
|
||||||||
Cash
|
$
|
34,426
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
34,426
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
549
|
|
|
—
|
|
|
—
|
|
|
549
|
|
||||
Commercial paper
|
650
|
|
|
—
|
|
|
—
|
|
|
650
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
700
|
|
|
—
|
|
|
—
|
|
|
700
|
|
||||
U.S. Treasury securities
|
2,497
|
|
|
1
|
|
|
—
|
|
|
2,498
|
|
||||
U.S. Government agency securities
|
18,685
|
|
|
6
|
|
|
(4
|
)
|
|
18,687
|
|
||||
Municipal securities
|
5,014
|
|
|
3
|
|
|
(2
|
)
|
|
5,015
|
|
||||
Corporate debt securities
|
21,850
|
|
|
9
|
|
|
(11
|
)
|
|
21,848
|
|
||||
Total cash, cash equivalents, and marketable securities
|
$
|
84,371
|
|
|
$
|
19
|
|
|
$
|
(17
|
)
|
|
$
|
84,373
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 28, 2013
|
||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Estimated Fair Market Value
|
||||||||
Cash
|
$
|
43,139
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43,139
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
876
|
|
|
—
|
|
|
—
|
|
|
876
|
|
||||
Commercial paper
|
750
|
|
|
—
|
|
|
—
|
|
|
750
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury Securities
|
5,036
|
|
|
—
|
|
|
—
|
|
|
5,036
|
|
||||
U.S. Government agency securities
|
11,980
|
|
|
4
|
|
|
(4
|
)
|
|
11,980
|
|
||||
Municipal securities
|
9,756
|
|
|
11
|
|
|
(4
|
)
|
|
9,763
|
|
||||
Corporate debt securities
|
21,316
|
|
|
7
|
|
|
(5
|
)
|
|
21,318
|
|
||||
Total cash, cash equivalents, and marketable securities
|
$
|
92,853
|
|
|
$
|
22
|
|
|
$
|
(13
|
)
|
|
$
|
92,862
|
|
|
|
|
|
|
|
|
|
|
September 27,
2014 |
|
December 28,
2013 |
||||
Raw materials and sub-assemblies
|
$
|
18,836
|
|
|
$
|
19,655
|
|
Work in process
|
6,366
|
|
|
7,597
|
|
||
Finished goods
|
10,560
|
|
|
7,268
|
|
||
Inventories
|
35,762
|
|
|
34,520
|
|
||
Inventories-delivered systems
|
501
|
|
|
6,901
|
|
||
Total inventories
|
$
|
36,263
|
|
|
$
|
41,421
|
|
|
September 27,
2014 |
|
December 28,
2013 |
||||
Land
|
$
|
15,575
|
|
|
$
|
15,569
|
|
Building and improvements
|
19,826
|
|
|
19,403
|
|
||
Machinery and equipment
|
31,569
|
|
|
27,820
|
|
||
Furniture and fixtures
|
2,343
|
|
|
2,308
|
|
||
Software
|
7,844
|
|
|
1,851
|
|
||
Capital in progress
|
3,070
|
|
|
5,833
|
|
||
Total property, plant and equipment, gross
|
80,227
|
|
|
72,784
|
|
||
Accumulated depreciation and amortization
|
(29,491
|
)
|
|
(25,345
|
)
|
||
Total property, plant and equipment, net
|
$
|
50,736
|
|
|
$
|
47,439
|
|
|
|
||
Balance as of December 28, 2013
|
$
|
11,743
|
|
Foreign currency movements
|
(704
|
)
|
|
Balance as of September 27, 2014
|
$
|
11,039
|
|
|
September 27, 2014
|
||||||||||
|
Adjusted cost
|
|
Accumulated amortization
|
|
Net carrying amount
|
||||||
Developed technology
|
$
|
17,471
|
|
|
$
|
(12,647
|
)
|
|
$
|
4,824
|
|
Customer relationships
|
9,510
|
|
|
(9,444
|
)
|
|
66
|
|
|||
Brand names
|
1,927
|
|
|
(1,776
|
)
|
|
151
|
|
|||
Patented technology
|
2,252
|
|
|
(2,038
|
)
|
|
214
|
|
|||
Trademark
|
80
|
|
|
(80
|
)
|
|
—
|
|
|||
|
$
|
31,240
|
|
|
$
|
(25,985
|
)
|
|
$
|
5,255
|
|
|
December 28, 2013
|
||||||||||
|
Adjusted cost
|
|
Accumulated amortization
|
|
Net carrying amount
|
||||||
Developed technology
|
$
|
18,095
|
|
|
$
|
(11,032
|
)
|
|
$
|
7,063
|
|
Customer relationships
|
9,573
|
|
|
(9,263
|
)
|
|
310
|
|
|||
Brand names
|
1,927
|
|
|
(1,700
|
)
|
|
227
|
|
|||
Patented technology
|
2,252
|
|
|
(1,988
|
)
|
|
264
|
|
|||
Trademark
|
80
|
|
|
(80
|
)
|
|
—
|
|
|||
|
$
|
31,927
|
|
|
$
|
(24,063
|
)
|
|
$
|
7,864
|
|
Fiscal years
|
|
Amount
|
||
2014 (remaining three months)
|
|
$
|
734
|
|
2015
|
|
2,293
|
|
|
2016
|
|
1,816
|
|
|
2017
|
|
206
|
|
|
2018
|
|
140
|
|
|
Thereafter
|
|
66
|
|
|
Total future amortization expense
|
|
$
|
5,255
|
|
|
September 27,
2014 |
|
December 28,
2013 |
||||
Accrued warranty
|
$
|
2,990
|
|
|
$
|
3,426
|
|
Accrued professional services
|
726
|
|
|
545
|
|
||
Customer deposits
|
3
|
|
|
867
|
|
||
Fair value of contingent payments to Zygo Corporation related to acquisition - current portion
|
930
|
|
|
1,344
|
|
||
Other
|
3,185
|
|
|
1,811
|
|
||
Total other current liabilities
|
$
|
7,834
|
|
|
$
|
7,993
|
|
|
|
|
|
||||||||||||
|
Employee severance and benefits
|
|
Facility termination costs
|
|
Other
|
|
Total
|
||||||||
Balance as of June 28, 2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges
|
560
|
|
|
846
|
|
|
309
|
|
|
1,715
|
|
||||
Cash Payments
|
(152
|
)
|
|
—
|
|
|
(280
|
)
|
|
(432
|
)
|
||||
Balance as of September 27, 2014
|
$
|
408
|
|
|
$
|
846
|
|
|
$
|
29
|
|
|
$
|
1,283
|
|
|
|
|
|
||||||||||||
|
Employee severance and benefits
|
|
Facility termination costs
|
|
Other
|
|
Total
|
||||||||
Balance as of June 29, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Charges
|
1,740
|
|
|
—
|
|
|
—
|
|
|
1,740
|
|
||||
Cash Payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Non-cash items
|
(896
|
)
|
|
—
|
|
|
—
|
|
|
(896
|
)
|
||||
Balance as of September 28, 2013
|
$
|
844
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,740
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 27,
2014 |
|
September 28,
2013 |
|
September 27,
2014 |
|
September 28,
2013 |
||||
Stock Options
|
|
|
|
|
|
|
|
||||
Expected life
|
—
|
|
|
4.6 years
|
|
|
4.6 years
|
|
|
4.5 years
|
|
Expected volatility
|
—
|
|
|
64.38
|
%
|
|
54.86
|
%
|
|
71.04
|
%
|
Risk-free interest rate
|
—
|
|
|
1.52
|
%
|
|
1.54
|
%
|
|
1.00
|
%
|
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Employee Stock Purchase Plan
|
|
|
|
|
|
|
|
||||
Expected life
|
0.5 years
|
|
|
0.5 years
|
|
|
0.5 years
|
|
|
0.5 years
|
|
Expected volatility
|
29.64
|
%
|
|
25.94
|
%
|
|
32.60
|
%
|
|
26.75
|
%
|
Risk-free interest rate
|
0.06
|
%
|
|
0.10
|
%
|
|
0.54
|
%
|
|
0.11
|
%
|
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Number of
Shares Outstanding (Options) |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term (Years) |
|
Aggregate Intrinsic Value (in Thousands)
|
||||||
Options:
|
|
|
|
|
|
|
|
||||||
Outstanding at December 28, 2013
|
1,909,039
|
|
|
$
|
13.22
|
|
|
4.02
|
|
|
$
|
10,341
|
|
Exercised
|
(395,940
|
)
|
|
$
|
10.54
|
|
|
|
|
|
|||
Granted
|
74,300
|
|
|
$
|
17.56
|
|
|
|
|
|
|||
Cancelled
|
(104,781
|
)
|
|
$
|
15.64
|
|
|
|
|
|
|||
Outstanding at September 27, 2014
|
1,482,618
|
|
|
$
|
13.98
|
|
|
3.65
|
|
|
$
|
3,521
|
|
Exercisable at September 27, 2014
|
1,038,707
|
|
|
$
|
13.03
|
|
|
2.92
|
|
|
$
|
3,346
|
|
|
Number
of RSUs |
|
Weighted
Average Fair Value |
|||
Outstanding RSUs at December 28, 2013
|
334,444
|
|
|
$
|
18.61
|
|
Granted
|
399,475
|
|
|
$
|
17.61
|
|
Released
|
(136,959
|
)
|
|
$
|
17.89
|
|
Cancelled
|
(63,711
|
)
|
|
$
|
16.75
|
|
Outstanding RSUs at September 27, 2014
|
533,249
|
|
|
$
|
18.27
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 27,
2014 |
|
September 28,
2013 |
|
September 27,
2014 |
|
September 28,
2013 |
||||||||
Cost of products
|
$
|
70
|
|
|
$
|
55
|
|
|
$
|
199
|
|
|
$
|
153
|
|
Cost of service
|
53
|
|
|
74
|
|
|
227
|
|
|
204
|
|
||||
Research and development
|
331
|
|
|
412
|
|
|
967
|
|
|
1,092
|
|
||||
Selling
|
490
|
|
|
476
|
|
|
1,353
|
|
|
1,418
|
|
||||
General and administrative
|
761
|
|
|
789
|
|
|
2,369
|
|
|
2,149
|
|
||||
Restructuring
|
—
|
|
|
896
|
|
|
—
|
|
|
896
|
|
||||
Total stock-based compensation expense
|
$
|
1,705
|
|
|
$
|
2,702
|
|
|
$
|
5,115
|
|
|
$
|
5,912
|
|
|
Defined Benefit Pension Plans
|
|
Foreign Currency Translations
|
|
Unrealized Gain on Investment
|
|
Total
|
||||||||
Balance at December 28, 2013
|
$
|
(28
|
)
|
|
$
|
631
|
|
|
$
|
9
|
|
|
$
|
612
|
|
Other comprehensive income (loss)
|
—
|
|
|
(1,252
|
)
|
|
(7
|
)
|
|
(1,259
|
)
|
||||
Balance at September 27, 2014
|
$
|
(28
|
)
|
|
$
|
(621
|
)
|
|
$
|
2
|
|
|
$
|
(647
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 27,
2014 |
|
September 28,
2013 |
|
September 27,
2014 |
|
September 28,
2013 |
||||||||
Balance at beginning of the period
|
$
|
3,484
|
|
|
$
|
3,519
|
|
|
$
|
3,426
|
|
|
$
|
4,203
|
|
Accruals for warranties
|
1,242
|
|
|
1,161
|
|
|
4,459
|
|
|
2,886
|
|
||||
Settlements during the period
|
(1,736
|
)
|
|
(1,278
|
)
|
|
(4,895
|
)
|
|
(3,687
|
)
|
||||
Balance at end of the period
|
$
|
2,990
|
|
|
$
|
3,402
|
|
|
$
|
2,990
|
|
|
$
|
3,402
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 27, 2014
|
|
September 28, 2013
|
|
September 27, 2014
|
|
September 28, 2013
|
||||||||
United States
|
$
|
5,511
|
|
|
$
|
15,665
|
|
|
$
|
25,554
|
|
|
$
|
41,426
|
|
Japan
|
4,099
|
|
|
2,387
|
|
|
10,005
|
|
|
9,617
|
|
||||
Taiwan
|
640
|
|
|
3,737
|
|
|
11,337
|
|
|
6,959
|
|
||||
China
|
2,848
|
|
|
901
|
|
|
27,694
|
|
|
6,952
|
|
||||
South Korea
|
6,327
|
|
|
9,805
|
|
|
30,589
|
|
|
18,946
|
|
||||
Other
|
7,708
|
|
|
6,549
|
|
|
21,559
|
|
|
14,248
|
|
||||
Total net revenues
|
$
|
27,133
|
|
|
$
|
39,044
|
|
|
$
|
126,738
|
|
|
$
|
98,148
|
|
|
At
|
||||||
|
September 27, 2014
|
|
December 28, 2013
|
||||
United States
|
$
|
50,061
|
|
|
$
|
44,775
|
|
Japan
|
82
|
|
|
125
|
|
||
South Korea
|
337
|
|
|
445
|
|
||
All Other
|
256
|
|
|
2,094
|
|
||
Total long-lived tangible assets
|
$
|
50,736
|
|
|
$
|
47,439
|
|
|
September 27, 2014
|
|
December 28, 2013
|
||
SK Hynix
|
26
|
%
|
|
22
|
%
|
Taiwan Semiconductor Mfg. Co.
|
***
|
|
|
12
|
%
|
Global Foundries
|
14
|
%
|
|
***
|
|
Samsung Electronics Co. Ltd.
|
***
|
|
|
27
|
%
|
Intel Corporation
|
***
|
|
|
14
|
%
|
Micron Technology, Inc.
|
12
|
%
|
|
***
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 27,
2014 |
|
September 28,
2013 |
|
September 27,
2014 |
|
September 28,
2013 |
||||
Intel Corporation
|
***
|
|
|
34
|
%
|
|
14
|
%
|
|
30
|
%
|
SK Hynix
|
27
|
%
|
|
23
|
%
|
|
16
|
%
|
|
18
|
%
|
Samsung Electronics Co. Ltd.
|
***
|
|
|
***
|
|
|
28
|
%
|
|
***
|
|
Micron Technology, Inc.
|
25
|
%
|
|
***
|
|
|
***
|
|
|
***
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Introduced new products in every core product line and primary market served;
|
•
|
Diversified our product line and addressed new markets through acquisitions, such as the 2011 acquisition of Nanda Technologies GmbH, a supplier of high sensitivity, high throughput defect inspection systems;
|
•
|
Continued development of new measurement and inspection technologies for advanced fabrication processes; and
|
•
|
Researched and developed innovative applications of existing technology to new market opportunities within the solar PV, HB-LED, and data storage industries.
|
•
|
Proliferation of Optical Critical Dimension Metrology across Fabrication Processes.
Our customers use photolithographic processes to create patterns on wafers. Critical dimensions must be carefully controlled during this process. In advanced node device definition, additional monitoring of thickness and profile dimensions on these patterned structures at CMP, Etch, and Thin Film processing is driving broader OCD adoption. Our proprietary OCD systems can provide the critical process control of these circuit dimensions that is necessary for successful manufacturing of these state-of-the-art devices. Nanometrics OCD technology is broadly adopted across NAND, DRAM, HDD, and logic semiconductor manufacturing processes.
|
•
|
Adoption of Advanced Packaging Processes.
Our customers use photolithographic, etching, metallization and wafer thinning to enable next generation advanced packaging solutions for semiconductor devices. The new packaging leads to increased functionality in smaller, less expensive form factors. Advanced packages can be broken down into high density flip chip or bump packages that increase pin density allowing for more complex I/O on advanced CPU parts. Similar or different devices can be stacked at the wafer level using a Through Silicon Via ("TSV") process. The TSV process enables high density small form factor parts, being primarily driven by mobile consumer products (e.g. cellular telephones with integrated CMOS camera sensors). Increasingly advanced packaging technologies are being adopted by our end customers.
|
•
|
Adoption of New Types of Thin Film Materials.
The need for ever increasing device circuit speed coupled with lower power consumption has pushed semiconductor device manufacturers to begin the replacement of the traditional aluminum etch back interconnect flows as well as conventional gate dielectric materials, all which drive a broader adoption of thin film and OCD metrology systems. To achieve greater semiconductor device speed, manufacturers have adopted copper in Logic/IDM and it is now proliferating in next generation DRAM and Flash nodes. Additionally, to achieve improved transistor performance in logic devices and higher cell densities in memory devices, new materials including high dielectric constant (or high-k) gate materials are increasingly being substituted for traditional silicon-oxide gate dielectric materials. High-k materials comprise complex thin films including layers of hafnium oxide and a bi-layer of thin film metals. Our advanced metrology and inspection solutions are required for control of process steps, which are critical to enable the device performance improvements that these new materials allow.
|
•
|
Development of 3D Transistor Architectures.
Our end customers continue to improve device density and performance by scaling front-end-of-line transistor architectures. Many of these designs, including FinFET transistors and 3D-NAND have buried features and high aspect ratio stacked features that enable improved performance and density. The advanced designs require additional process control to manage the complex shapes and materials properties, driving additional applications for both OCD and our UniFire systems.
|
•
|
Need for Improved Process Control to Drive Process Efficiencies.
Competitive forces influencing semiconductor device manufacturers, such as price-cutting and shorter product life cycles, place pressure on manufacturers to rapidly achieve production efficiency. Device manufacturers are using our integrated and automated systems throughout the fabrication process to ensure that manufacturing processes scale rapidly, are accurate and can be repeated on a consistent basis.
|
•
|
Increased Customer Concentration.
Our market is characterized by continued consolidation in the customer base. Our largest customer accounted for
28.0%
of our total revenue in the
nine
months ended
September 27, 2014
, and
29.8%
of our total revenue in the
nine
months ended
September 28, 2013
.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||
|
September 27, 2014
|
|
September 28,
2013 |
|
Changes In
|
|
September 27,
2014 |
|
September 28,
2013 |
|
Changes In
|
||||||||||||||||||
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||||||||||||||||
Automated Systems
|
$
|
15,950
|
|
|
$
|
22,965
|
|
|
$
|
(7,015
|
)
|
|
(31
|
)%
|
|
$
|
83,286
|
|
|
$
|
51,593
|
|
|
$
|
31,693
|
|
|
61
|
%
|
Integrated Systems
|
1,570
|
|
|
4,453
|
|
|
(2,883
|
)
|
|
(65
|
)%
|
|
11,084
|
|
|
8,369
|
|
|
2,715
|
|
|
32
|
%
|
||||||
Materials Characterization
|
1,967
|
|
|
2,746
|
|
|
(779
|
)
|
|
(28
|
)%
|
|
7,621
|
|
|
9,814
|
|
|
(2,193
|
)
|
|
(22
|
)%
|
||||||
Total product revenues
|
19,487
|
|
|
30,164
|
|
|
(10,677
|
)
|
|
(35
|
)%
|
|
101,991
|
|
|
69,776
|
|
|
32,215
|
|
|
46
|
%
|
||||||
Service revenues
|
7,646
|
|
|
8,880
|
|
|
(1,234
|
)
|
|
(14
|
)%
|
|
24,747
|
|
|
28,372
|
|
|
(3,625
|
)
|
|
(13
|
)%
|
||||||
Total net revenues
|
$
|
27,133
|
|
|
$
|
39,044
|
|
|
$
|
(11,911
|
)
|
|
(31
|
)%
|
|
$
|
126,738
|
|
|
$
|
98,148
|
|
|
$
|
28,590
|
|
|
29
|
%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 27,
2014 |
|
September 28,
2013 |
|
September 27,
2014 |
|
September 28,
2013 |
||||
Product
|
41.4
|
%
|
|
37.8
|
%
|
|
46.9
|
%
|
|
38.6
|
%
|
Services
|
43.9
|
%
|
|
49.7
|
%
|
|
43.2
|
%
|
|
48.9
|
%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||
|
|
|
|
|
Changes in
|
|
|
|
|
|
Changes in
|
||||||||||||||||||
September 27, 2014
|
|
September 28, 2013
|
Amount
|
|
%
|
|
September 27, 2014
|
|
September 28, 2013
|
|
Amount
|
|
%
|
||||||||||||||||
Research and development
|
$
|
8,037
|
|
|
$
|
8,926
|
|
|
$
|
(889
|
)
|
|
(10
|
)%
|
|
$
|
25,724
|
|
|
$
|
24,695
|
|
|
$
|
1,029
|
|
|
4
|
%
|
Selling
|
6,389
|
|
|
6,758
|
|
|
(369
|
)
|
|
(5
|
)%
|
|
20,443
|
|
|
20,303
|
|
|
140
|
|
|
1
|
%
|
||||||
General and administrative
|
5,781
|
|
|
5,424
|
|
|
357
|
|
|
7
|
%
|
|
18,120
|
|
|
16,442
|
|
|
1,678
|
|
|
10
|
%
|
||||||
Amortization of intangible assets
|
103
|
|
|
195
|
|
|
(92
|
)
|
|
(47
|
)%
|
|
318
|
|
|
588
|
|
|
(270
|
)
|
|
(46
|
)%
|
||||||
Restructuring
|
1,715
|
|
|
1,740
|
|
|
(25
|
)
|
|
(1
|
)%
|
|
1,715
|
|
|
1,740
|
|
|
(25
|
)
|
|
(1
|
)%
|
||||||
Total operating expenses
|
$
|
22,025
|
|
|
$
|
23,043
|
|
|
$
|
(1,018
|
)
|
|
(4
|
)%
|
|
$
|
66,320
|
|
|
$
|
63,768
|
|
|
$
|
2,552
|
|
|
4
|
%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||
|
|
|
|
|
Changes in
|
|
|
|
|
|
Changes in
|
||||||||||||||||||
|
September 27, 2014
|
|
September 28, 2013
|
Amount
|
|
%
|
|
September 27, 2014
|
|
September 28, 2013
|
|
Amount
|
|
%
|
|||||||||||||||
Interest income
|
$
|
13
|
|
|
$
|
7
|
|
|
$
|
6
|
|
|
86
|
%
|
|
$
|
37
|
|
|
$
|
51
|
|
|
$
|
(14
|
)
|
|
(27
|
)%
|
Interest expense
|
(90
|
)
|
|
(118
|
)
|
|
28
|
|
|
(24
|
)%
|
|
(286
|
)
|
|
(549
|
)
|
|
263
|
|
|
(48
|
)%
|
||||||
Other income (expense), net
|
(57
|
)
|
|
(334
|
)
|
|
277
|
|
|
(83
|
)%
|
|
111
|
|
|
(930
|
)
|
|
1,041
|
|
|
(112
|
)%
|
||||||
Total other income (expense), net
|
$
|
(134
|
)
|
|
$
|
(445
|
)
|
|
$
|
311
|
|
|
(70
|
)%
|
|
$
|
(138
|
)
|
|
$
|
(1,428
|
)
|
|
$
|
1,290
|
|
|
(90
|
)%
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 6.
|
EXHIBITS
|
Exhibit
No.
|
|
Description
|
3(i)
|
|
Certificate of Incorporation
|
|
|
|
3.1(1)
|
|
Certificate of Incorporation of the Registrant
|
|
|
|
3(ii)
|
|
Bylaws
|
|
|
|
3.2(2)
|
|
Bylaws of the Registrant
|
|
|
|
4
|
|
See Exhibits 3.1 and 3.2
|
|
|
|
10
|
|
Material Contracts
|
|
|
|
|
|
All Other Material Contracts
|
|
|
|
10.1(3)
|
|
Employment Agreement by and between Jeffrey Andreson and Nanometrics Incorporated dated September 22, 2014.
|
|
|
|
31
|
|
Rule 13a-14(a)/15d-14(a) Certifications
|
|
|
|
31.1(3)
|
|
Certification of Timothy J. Stultz, principal executive officer of the Registrant, pursuant to rule 13a-14(a) or rule 15a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2(3)
|
|
Certification of Jeffrey Andreson, principal financial officer of the Registrant, pursuant to rule 13a-14(a) or rule 15a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32
|
|
Section 1350 Certifications
|
32.1(3)
|
|
Certification of Timothy J. Stultz, principal executive officer of the Registrant, and Jeffrey Andreson, principal financial officer of the Registrant, pursuant to rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101(4)
|
|
The following financial statements, formatted in XBRL: (i) Condensed Consolidated Balance Sheets at September 27, 2014, and December 28, 2013, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 27, 2014 and September 28, 2013, (iii) Condensed Consolidated Statements of Cash Flows for the nine months ended September 27, 2014 and September 28, 2013, and (v) Notes to Unaudited Condensed Consolidated Financial Statements, tagged as blocks of text. The information in Exhibit 101 is “furnished” and not “filed”, as provided in Rule 402 of Regulation S-T.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
Incorporated by reference to Exhibit 3.1 filed with the Registrant's Current Report on Form 8-K (SEC File No. 000-13470) filed with the Securities and Exchange Commission (“SEC”) on October 5, 2006.
|
(2)
|
Incorporated by reference to Exhibit 3.1 filed with the Registrant's Current Report on Form 8-K (SEC File No. 000-13470) filed with the SEC on April 12, 2012.
|
(3)
|
Filed herewith.
|
(4)
|
Furnished herewith.
|
|
NANOMETRICS INCORPORATED
|
|
|
(Registrant)
|
|
|
|
|
|
By:
|
/
S
/ JEFFREY ANDRESON
|
|
|
Jeffrey Andreson
|
|
|
Chief Financial Officer
|
|
|
(Duly Authorized and Principal Financial Officer)
|
|
|
|
Exhibit
No. |
|
Description
|
3(i)
|
|
Certificate of Incorporation
|
|
|
|
3.1(1)
|
|
Certificate of Incorporation of the Registrant
|
|
|
|
3(ii)
|
|
Bylaws
|
|
|
|
3.2(2)
|
|
Bylaws of the Registrant
|
|
|
|
4
|
|
See Exhibits 3.1 and 3.2
|
|
|
|
10
|
|
Material Contracts
|
|
|
|
|
|
All Other Material Contracts
|
|
|
|
10.1(3)
|
|
Employment Agreement by and between Jeffrey Andreson and Nanometrics Incorporated dated September 22, 2014.
|
|
|
|
31
|
|
Rule 13a-14(a)/15d-14(a) Certifications
|
|
|
|
31.1(3)
|
|
Certification of Timothy J. Stultz, principal executive officer of the Registrant, pursuant to rule 13a-14(a) or rule 15a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2(3)
|
|
Certification of Jeffrey Andreson, principal financial officer of the Registrant, pursuant to rule 13a-14(a) or rule 15a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32
|
|
Section 1350 Certifications
|
32.1(3)
|
|
Certification of Timothy J. Stultz, principal executive officer of the Registrant, and Jeffrey Andreson, principal financial officer of the Registrant, pursuant to rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101(4)
|
|
The following financial statements, formatted in XBRL: (i) Condensed Consolidated Balance Sheets at September 27, 2014, and December 28, 2013, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 27, 2014 and September 28, 2013, (iii) Condensed Consolidated Statements of Cash Flows for the nine months ended September 27, 2014 and September 28, 2013, and (v) Notes to Unaudited Condensed Consolidated Financial Statements, tagged as blocks of text. The information iin Exhibit 101 is “furnished” and not “filed”, as provided in Rule 402 of Regulation S-T.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
Incorporated by reference to Exhibit 3.1 filed with the Registrant's Current Report on Form 8-K (SEC File No. 000-13470) filed with the Securities and Exchange Commission (“SEC”) on October 5, 2006.
|
(2)
|
Incorporated by reference to Exhibit 3.1 filed with the Registrant's Current Report on Form 8-K (SEC File No. 000-13470) filed with the SEC on April 12, 2012.
|
(3)
|
Filed herewith.
|
(4)
|
Furnished herewith.
|
|
/s/ Timothy J. Stultz
|
Date: 9/3/2014
|
|
Timothy J. Stultz
|
|
|
Chief Executive Officer
|
|
|
/s/ Jeff Andreson
|
Date: 9/3/2014
|
|
Jeff Andreson
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Nanometrics Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
By:
|
/s/ Timothy J. Stultz
|
|
Timothy J. Stultz
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Nanometrics Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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By:
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/s/ Jeffrey Andreson
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Jeffrey Andreson
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Chief Financial Officer
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October 30, 2014
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/s/ Timothy J. Stultz
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Timothy J. Stultz
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Chief Executive Officer
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October 30, 2014
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/s/ Jeffrey Andreson
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Jeffrey Andreson
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Chief Financial Officer
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