SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2003
OR
[_] 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
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(Exact name of registrant as specified in its charter)
California 94-2276314
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(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
1550 Buckeye Drive, Milpitas, CA 95035
--------------------------------- --------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 435-9600
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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
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
YES NO X
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At April 30, 2003 there were 12,006,641 shares of common stock, no par value,
issued and outstanding.
1
NANOMETRICS INCORPORATED
INDEX
Part I. Financial Information Page
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Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
March 31, 2003 and December 31, 2002 . . . . . . . . . . . . . .3
Condensed Consolidated Statements of Operations -
Three months ended March 31, 2003 and 2002 . . . . . . . . . .4
Condensed Consolidated Statements of Cash Flows -
Three months ended March 31, 2003 and 2002 . . . . . . . . . .5
Notes to Condensed Consolidated Financial Statements . . . . .6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . .9
Item 3. Quantitative and Qualitative Disclosures
about Market Risk . . . . . . . . . . . . . . . . . . . . . . 11
Item 4. Controls and Procedures . . . . . . . . . . . . . . . . . . . 11
Part II. Other Information
Item 1. Legal Procedings . . . . . . . . . . . . . . . . . . . . . . . 12
Item 2. Changes in Securities and Use of Proceeds . . . . . . . . . . 12
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . . . 12
Item 4. Submission of Matters to a Vote of Security Holders. . . . . 12
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Certifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
NANOMETRICS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except share amounts)
(Unaudited)
March 31, December 31,
2003 2002
----------- -----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 6,822 $ 7,967
Short-term investments 25,903 28,899
Accounts receivable, net of allowances of $566 in 2003 and 2002 11,654 9,021
Inventories 24,358 25,847
Deferred income taxes 862 6,840
Prepaid expenses and other 2,993 2,803
----------- -----------
Total current assets 72,592 81,377
PROPERTY, PLANT AND EQUIPMENT, Net 49,461 50,050
INTANGIBLE ASSETS 1,626 1,748
OTHER ASSETS 1,328 1,513
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TOTAL $ 125,007 $ 134,688
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,657 $ 1,708
Accrued payroll and related expenses 1,460 1,004
Deferred revenue 1,719 1,396
Other current liabilities 1,080 1,574
Income taxes payable 141 139
Current portion of debt obligations 934 780
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Total current liabilities 6,991 6,601
DEFERRED INCOME TAXES 862 858
DEBT OBLIGATIONS 2,936 3,123
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Total liabilities 10,789 10,582
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SHAREHOLDERS' EQUITY:
Common stock, no par value; 50,000,000 shares
authorized; 12,006,641 outstanding in 2003 and 2002 99,911 99,911
Retained earnings 14,891 24,475
Accumulated other comprehensive loss (584) (280)
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Total shareholders' equity 114,218 124,106
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TOTAL $ 125,007 $ 134,688
=========== ===========
See Notes to Condensed Consolidated Financial Statements.
3
NANOMETRICS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands except per share amounts)
(Unaudited)
Three Months Ended
March 31,
--------------------------------------
2003 2002
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NET REVENUES:
Product sales $ 7,435 $ 6,861
Service 1,915 1,164
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Total net revenues 9,350 8,025
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COSTS AND EXPENSES:
Cost of product sales 3,659 2,792
Cost of service 1,886 1,257
Research and development 3,373 3,386
Selling 2,886 2,222
General and administrative 1,183 915
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Total costs and expenses 12,987 10,572
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LOSS FROM OPERATIONS (3,637) (2,547)
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OTHER INCOME (EXPENSE):
Interest income 94 165
Interest expense (24) (22)
Other, net 3 (92)
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Total other income (expense), net 73 51
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LOSS BEFORE INCOME TAXES (3,564) (2,496)
PROVISION (BENEFIT) FOR INCOME TAXES 6,020 (949)
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NET LOSS $ (9,584) $ (1,547)
=========== ==========
NET LOSS PER SHARE:
Basic and diluted $ (0.80) $ (0.13)
=========== ==========
SHARES USED IN PER SHARE COMPUTATION:
Basic and diluted 12,007 11,790
=========== ==========
See Notes to Condensed Consolidated Financial Statements.
4
NANOMETRICS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Three Months Ended
March 31,
--------------------
2003 2002
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (9,584) $ (1,547)
Reconciliation of net loss to net
cash used in operating activities:
Depreciation and amortization 815 493
Deferred income taxes 5,978 (1,235)
Changes in assets and liabilities:
Accounts receivable (2,643) (935)
Inventories 1,344 484
Prepaid expenses and other (208) 1,704
Accounts payable accrued and other current liabilities 271 (1,085)
Income taxes payable 4 (102)
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Net cash used in operating activities (4,023) (2,223)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of short-term investments (26,007) (1,989)
Sales/maturities of short-term investments 29,000 --
Purchases of property, plant and equipment (55) (1,463)
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Net cash provided by (used in) investing activities 2,938 (3,452)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of debt obligations (37) (393)
Issuance of common stock -- 102
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Net cash used in financing activities (37) (291)
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EFFECT OF EXCHANGE RATE CHANGES ON CASH (23) 167
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NET CHANGE IN CASH AND EQUIVALENTS (1,145) (5,799)
CASH AND CASH EQUIVALENTS, beginning of period 7,967 47,227
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CASH AND CASH EQUIVALENTS, end of period $ 6,822 $ 41,428
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 24 $ 26
======== ========
Cash paid for income taxes $ 41 $ 6
======== ========
See Notes to Condensed Consolidated Financial Statements.
5
NANOMETRICS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Condensed Consolidated Financial Statements
The condensed consolidated financial statements include the accounts of
Nanometrics Incorporated and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
While the quarterly condensed consolidated financial statements are
unaudited, the financial statements included in this report reflect all
adjustments (consisting only of normal recurring adjustments) which Nanometrics
considers necessary for a fair presentation of the results of operations for the
interim periods covered and of our financial condition at the date of the
interim balance sheet. The operating results for interim periods are not
necessarily indicative of the operating results that may be expected for the
entire year. The information included in this report should be read in
conjunction with the information included in Nanometrics' 2002 Annual Report on
Form 10-K filed with the Securities and Exchange Commission.
Note 2. Significant Accounting Policies
Income Taxes - Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes and
operating loss and tax credit carryforwards measured by applying currently
enacted tax laws. A valuation allowance is provided when necessary to reduce
deferred tax assets to an amount that is more likely than not to be realized.
During the quarter ended March 31, 2003, Nanometrics recorded a valuation
allowance of $6,020,000.
Short-Term Investments - Short-term investments consist of United
States Treasury bills and are stated at fair value based on quoted market
prices. Short-term investments are classified as available-for-sale based on
Nanometrics' intended use. The difference between amortized cost and fair value
representing unrealized holding gains or losses are recorded as a component of
shareholders' equity as accumulated other comprehensive loss and was not
significant as of March 31, 2003. Gains and losses on sales of short-term
investments are determined on a specific identification basis.
Note 3. Inventories
Inventories are stated at the lower of cost (first-in, first-out) or
market and consist of the following (in thousands):
March 31, December 31,
2003 2002
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Raw materials and subassemblies $14,253 $18,353
Work in process 4,660 4,733
Finished goods 5,445 2,761
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Total inventories $24,358 $25,847
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6
Note 4. Other Current Liabilities
Other current liabilities consist of the following (in thousands):
March 31, December 31,
2003 2002
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Commission payable $ 222 $ 291
Accrued warranty 361 261
Accrued professional services 157 169
Other 340 853
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Total other current liabilities $ 1,080 $ 1,574
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Note 5 Shareholders' Equity
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
March 31,
-----------------
2003 2002
------ ------
Weighted average common shares outstanding-shares
used in basic net loss per share computations 12,007 11,790
Dilutive effect of common stock equivalents,
using the treasury stock method -- --
------ ------
Shares used in diluted net loss per share computation 12,007 11,790
====== ======
At March 31, 2003 and March 31, 2002, respectively, diluted net loss
per share excludes common equivalent shares outstanding of 1,359,000 and
2,637,000, respectively, as their effect is anti-dilutive.
Note 6 Comprehensive Loss
Comprehensive loss, which consisted of net income loss and changes in
accumulated other comprehensive loss, was a loss of $9,888,000 for the three
months ended March 31, 2003 compared to a comprehensive loss of $1,491,000 for
the same period in 2002. Substantially all of the accumulated other
comprehensive loss consists of accumulated translation adjustments for all
periods presented.
Note 7 Warranties
Nanometrics sells the majority of its products with a one-year repair
or replacement warranty and records a provision for estimated claims at the time
of sale. Components of the warranty accrual, which was included in the
accompanying consolidated balance sheets as other current liabilities, was as
follows (in thousands):
Balance as of December 31, 2002 $ 261
Actual warranty costs (150)
Revision to existing warranty (85)
Provision for warranty (three months ended March 31, 2003) 335
--------
Balance as of March 31, 2003 $ 361
========
7
Note 8. Stock-Based Compensation
Nanometrics accounts for stock-based compensation using the intrinsic
value method in accordance with the provision of Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, as allowed by
Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock
Based Compensation as amended by SFAS No. 148, Accounting for Stock Based
Compensation-Transition and Disclosures, an Amendment of FASB Statement No. 123.
Under the intrinsic value method, Nanometrics does not recognize any
compensation expense, as the exercise price of all stock options is equal to the
fair market value at the time the options are granted. Had compensation expense
been recognized using the fair value-based method under SFAS No. 123,
Nanometrics' pro forma consolidated loss and loss per share would have been as
follows (in thousands, except per share amounts):
Three Months Ended
March 31,
---------------------------
2003 2002
--------- ---------
Net loss:
As reported $ (9,584) $ (1,547)
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards,
net of related income tax effects (4,199) (1,049)
---------- --------
Pro forma $ (13,783) $ (2,596)
========= =========
Basic and diluted net loss per share:
As reported $ (0.80) $ (0.13)
Pro forma $ (1.15) $ (0.22)
Note 9. Intangible Assets
Intangible assets are recorded at cost, less accumulated amortization.
Intangible assets as of March 31, 2003 consist of (in thousands):
Gross Net
Carrying Accumulated Intangible
Amount Amortization Assets
------ ------------ ------
Technology $2,709 $1,200 $1,509
Other 250 133 117
------ ------ ------
Total $2,959 $1,333 $1,626
====== ====== ======
Amortization expense for the three-months ended March 31, 2003 was $122,000. The
estimated future amortization expense as of March 31, 2003 is as follows (in
thousands):
Fiscal Years
2003 (remaining nine months) $ 304
2004 397
2005 285
2006 256
2007 256
Thereafter 128
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Total amortization $ 1,626
=======
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This report including the following 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. Such
forward-looking statements are based upon current expectations and beliefs that
involve risks and uncertainties, such as our plans, objectives and intentions,
regarding, among other things: (i) customer demand for Nanometrics' products,
which may be affected by several factors including the cyclicality of the
semiconductor, magnetic recording head and flat panel display industries served
by Nanometrics, patterns of capital spending by its customers, technological
changes in the markets served by Nanometrics and its customers, and market
acceptance of products of both Nanometrics and its customers; (ii) the timing,
cancellation or delay of Nanometrics' customer orders and shipments; (iii)
competition, including competitive pressures on product prices and changes in
pricing by Nanometrics' customers or suppliers; (iv) fluctuations in foreign
currency exchange rates, particularly the Japanese yen; (v) the proportion of
sales Nanometrics makes directly to its customers versus sales through
distributors and representatives; (vi) market acceptance of new and enhanced
versions of Nanometrics' products; (vii) the timing of new product announcements
and releases of products by Nanometrics or its competitors, including our
ability to design, introduce and manufacture new products on a timely and cost
effective basis; (viii) the size and timing of acquisitions of businesses,
products or technologies and fluctuations in the availability and cost of
components and subassemblies of Nanometrics' products.
In some cases, forward-looking statements can be identified by words
such as "believe," "expect," "anticipate," "plan," "potential," "continue" or
similar expressions. Forward-looking statements also include the assumptions
underlying or relating to any of the foregoing statements. Our actual results
could differ materially from those anticipated in these forward-looking
statements as a result of certain risk factors, including those set forth in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Factors That May Affect Future Operating Results" in Nanometrics'
2002 Annual Report on Form 10-K. We believe that it is important to communicate
our expectations to our investors. However, there may be events in the future
that we are not able to predict accurately or over which we have no control. You
should be aware that the occurrence of the events described in such risk factors
and elsewhere in this report could materially and adversely affect our business,
operating results and financial condition.
All forward-looking statements included in this report are based on
information available to us on the date hereof. We undertake 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.
Nanometrics is a leader in the design, manufacture, marketing and
support of thin film metrology systems for the semiconductor, flat panel display
and magnetic recording head industries. Our systems precisely measure a wide
range of film types deposited on substrates during manufacturing in order to
control manufacturing processes and increase production yields.
Critical Accounting Policies
Income Tax Assets and Liabilities - We account for income taxes based
on Statement of Financial Accounting Standards (SFAS) No. 109 Accounting for
Income Taxes, whereby deferred tax assets and liabilities must be recognized
using enacted tax rates for the effect of temporary differences between the book
and tax accounting for assets and liabilities. Also, deferred tax assets must be
reduced by a valuation allowance if it is more likely than not that a portion of
the deferred tax asset will not be realized in the future. We evaluate the
deferred tax assets on a
9
quarterly basis to determine whether or not a valuation allowance is
appropriate. Factors used in this determination include future expected income
and the underlying asset or liability which generated the temporary tax
difference.
Our income tax provision is based on estimates of our effective income
tax rate for the year. The effective tax rate is generally estimated based on
the geographic distribution of profits, the tax rates in different regions and
the availability of tax credits. If actual results differ from our estimates, it
may be necessary to record a valuation allowance on deferred tax assets or to
adjust our effective tax rate, which could have a material effect on our
financial results.
Results of Operations
Total net revenues for the first quarter of 2003 were $9,350,000, an
increase of $1,325,000 or 17% from the same quarter in 2002. Product sales of
$7,435,000 for the first quarter of 2003, increased $574,000 or 8% compared to
the same period in 2002. Sales of automated and integrated systems increased in
the first quarter of 2003 from their first quarter 2002 levels. The increase in
product sales resulted from stronger demand for semiconductor process control
metrology equipment, particularly in the U.S. and the Far East. This increased
demand is driven in part by the semiconductor industry's continued shift from
the manufacture of 200 millimeter wafers to 300 millimeter wafers, which
requires new products that can handle the larger wafers. Service revenue of
$1,915,000 increased $751,000 or 65% in the first quarter of 2003 compared to
the same period in 2002 primarily due to higher sales of parts and services in
the U.S and the Far East resulting in part from a larger installed base of
systems that have passed their warranty periods.
Cost of product sales as a percentage of product sales increased to 49%
in the first quarter of 2003 from 41% in the first quarter of 2002 due to an
increase in manufacturing capacity added to our U.S. facility in 2002. The
increased manufacturing capacity is part of a strategic move to internalize the
production of key parts and components, allowing us to have greater control over
their development, delivery, quality and cost. Cost of service as a percentage
of service revenue decreased to 98% in the first quarter of 2003 from 108% in
the first quarter of 2002 primarily as a result of higher service revenues,
which exceeded our costs of service.
Research and development expenses for the first quarter of 2003
decreased $13,000 or 0.4% compared to the same period in 2002 as the company
continued to invest in the development of new and enhanced products in a
selective manner.
Selling expenses for the first quarter of 2003 increased by $664,000 or
30% compared to the same period in 2002 primarily due to higher headcount
levels, higher commissions and other expenses incurred promoting our products,
in particular various new products, to existing and potential customers.
General and administrative expenses for the first quarter of 2003
increased by $268,000 or 29% compared to the same period in 2002 primarily as a
result of higher regulatory compliance and patent related costs.
Total other income, net increased $22,000 or 43% during the first
quarter of 2003 compared to the same period in 2002 due primarily to smaller
currency fluctuations offset by lower interest income as a result of lower
interest rates and lower cash and short-term investments balances.
A provision for income taxes of $6,020,000 was recorded in the first
quarter of 2003, which primarily represents a charge to record a valuation
allowance against deferred income tax assets. This charge was taken primarily as
a result of pretax losses incurred over the past several quarters coupled with
uncertainty about future expected income in the current market environment,
making it not more likely than not that the deferred tax asset will be realized.
As a result of the factors discussed above, our loss from operations
was $3,637,000 and our net loss was $9,584,000 or $0.80 per diluted share in the
first quarter of 2003 compared to a loss from operations of $2,547,000 and a net
loss of $1,547,000 or $0.13 per diluted share in the first quarter of 2002.
10
Liquidity and Capital Resources
At March 31, 2003, our cash, cash equivalents and short-term
investments totaled $32,725,000. Our short-term investments are invested
primarily in U.S. Treasury Bills. At March 31, 2003, we had working capital of
$65,601,000 compared to $74,776,000 at December 31, 2002. The current ratio at
March 31, 2003 was 10.4 to 1. We believe that our working capital, including
cash, cash equivalents and short-term investments will be sufficient to meet our
needs at least through the next twelve months.
Operating activities for the first three months of 2003 used cash of
$4,023,000 primarily from the net loss and higher accounts receivable, which
resulted from increases in days outstanding. These uses of cash were offset to
some extent by lower inventory levels as we continued to limit our purchases of
inventory during the quarter in an effort to reduce our use of cash. Investing
activities provided $2,938,000 primarily due to sales of short-term investments
of $29,000,000 offset to some extent by purchases of short-term investments of
$26,007,000 and capital expenditures of $55,000 used to continue to internalize
our manufacturing capacity in the U.S. Financing activities used $37,000
primarily due to repayment of debt obligations in Japan.
We have evaluated and will continue to evaluate the acquisition of
products, technologies or businesses that are complementary to our business.
These activities may result in product and business investments, which may
affect our cash position and working capital balances.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to financial market risks, which include changes in
foreign currency exchange rates and interest rates. We do not use derivative
financial instruments. Instead, we actively manage the balances of current
assets and liabilities denominated in foreign currencies to minimize currency
fluctuation risk. As a result, a hypothetical 10% change in the foreign currency
exchange rates at March 31, 2003 would not have had a material impact on our
results of operations. Our investments in marketable securities are subject to
interest rate risk but due to the short-term nature of these investments,
interest rate changes would not have had a material impact on their value at
March 31, 2003. We also have fixed rate yen denominated debt obligations in
Japan that have no interest rate risk. At March 31, 2003, our total debt
obligation was $3,870,000 with a long-term portion of $2,936,000. A hypothetical
10% change in interest rates at March 31, 2003 would not have had a material
impact on our results of operations.
ITEM 4. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the periodic reports filed
by us with the Securities and Exchange Commission (the "Commission") is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Commission and that such information is
accumulated and communicated to our management. In designing and evaluating the
disclosure controls and procedures, our management recognized that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
Based on their most recent evaluation, which was completed within 90
days of the filing of this Quarterly Report on Form 10-Q, our Chief Executive
Officer and Chief Financial Officer believe that our disclosure controls and
procedures (as defined in Rules 13a-14 and 15d-14 of the Securities Exchange Act
of 1934, as amended) are effective. There were not any significant changes in
internal controls or in other factors that could significantly affect these
internal controls subsequent to the date of their most recent evaluation.
11
NANOMETRICS INCORPORATED
PART II
OTHER INFORMATION
ITEM 1. Legal Proceedings
Not applicable.
ITEM 2. Changes in Securities and Use of Proceeds
Not applicable.
ITEM 3. Defaults Upon Senior Securities
Not applicable.
ITEM 4. Submission of Matters to a Vote of Security Holders
Not applicable.
ITEM 5. Other Information
In compliance with Section 202 of the Sarbanes-Oxley Act of 2002, the Audit
Committee of the Board of Directors of Nanometrics, has preapproved the
continuing provision of certain non-audit services of Deloitte & Touche LLP, our
independent auditor. Such services include tax and tax-related services.
ITEM 6. Exhibits and Reports on Form 8-K
A. Exhibits.
Exhibit 99.1 Certification of Chief Executive Officer and Chief
Financial Officer
B. Reports on Form 8-K.
None.
12
NANOMETRICS INCORPORATED
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NANOMETRICS INCORPORATED
(Registrant)
/s/ Vincent J. Coates
- -----------------------------
Vincent J. Coates
Chairman of the Board
/s/ John Heaton
- -----------------------------
John Heaton
Chief Executive Officer
/s/ Paul B. Nolan
- -----------------------------
Paul B. Nolan
Chief Financial Officer
Dated: May 13, 2003
13
I, John D. Heaton, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Nanometrics Incorporated;
2. Based on my knowledge, this quarterly 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
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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
quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures 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
quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant 's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 13, 2003 By: /s/ John D. Heaton
--------------------------------------
Name: John D. Heaton
Title: Chief Executive Officer
14
I, Paul B. Nolan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Nanometrics Incorporated;
2. Based on my knowledge, this quarterly 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
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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
quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures 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
quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant 's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 13, 2003 By: /s/ Paul B. Nolan
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Name: Paul B. Nolan
Title: Chief Financial Officer
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