SOURCE: Novellus Systems, Inc.

Novellus Systems, Inc.

February 02, 2012 16:05 ET

Novellus Systems Reports Fourth Quarter and Year End Results

SAN JOSE, CA--(Marketwire - Feb 2, 2012) - Novellus Systems, Inc. (NASDAQ: NVLS) today reported operating results for its fourth quarter and year ended December 31, 2011. Net sales for the fourth quarter were $282.7 million, down $24.0 million or 7.8 percent from third quarter 2011 net sales of $306.7 million, and down $101.6 million or 26.4 percent from fourth quarter 2010 net sales of $384.4 million. Net income for the fourth quarter was $38.5 million, or $0.56 per diluted share, down $12.6 million from third quarter 2011 net income of $51.1 million, or $0.73 per diluted share, and down $43.0 million from fourth quarter 2010 net income of $81.5 million, or $0.89 per diluted share.

Net sales for fiscal year 2011 were $1.35 billion, unchanged from net sales for fiscal year 2010. Net income for the year was $250.7 million or $3.20 per diluted share compared with a net income of $262.3 million or $2.79 per diluted share for fiscal year 2010.

Bookings in the fourth quarter of 2011 were $286.9 million, up $60.0 million or 26.4 percent from third quarter 2011 bookings of $226.9 million. Fourth quarter shipments of $276.5 million were down $25.1 million or 8.3 percent from $301.6 million in the third quarter of 2011.(1)

Cash, cash equivalents, and short-term investments at the end of the fourth quarter were $918.7 million, an increase of $182.1 million or 24.7 percent from the third quarter 2011 ending balance of $736.6 million. Long-term investments and non-current restricted cash and cash equivalents at the end of the fourth quarter were $166.0 million, a decrease of $20.0 million or 10.8 percent from the third quarter 2011 ending balance of $186.0 million. There were no share repurchases during the fourth quarter of 2011. Cash flows from operations during the fourth quarter of 2011 were $84.7 million, down $15.0 million or 15.0 percent from $99.7 million in the third quarter of 2011, and down $3.7 million or 4.2 percent from $88.4 million in the fourth quarter of 2010.

Richard S. Hill, Chairman and Chief Executive Officer, said, "Despite the slowdown in the second half of 2011 we turned in solid performance for the year. Our intense focus on developing the right products at the right time has allowed us to continue to improve operating leverage and we believe positions us for the next wave of technology transitions in the semiconductor industry. As we previously announced, Novellus and Lam Research are combining companies, creating a semiconductor equipment company that is expected to lead the development of next-generation semiconductor manufacturing technology. We are very excited about this unique opportunity to join two outstanding organizations into one transformative company."

How to Find Further Information

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed merger, Lam Research Corporation ("Lam Research") has filed with the SEC a registration statement on Form S-4 (File No. 333-179267) that includes a preliminary joint proxy statement of Lam Research and Novellus Systems, Inc. ("Novellus" or "Novellus Systems") that also constitutes a preliminary prospectus of Lam Research. Lam Research and Novellus Systems will furnish the definitive version of the joint proxy statement/prospectus and other relevant documents to their respective security holders in connection with the proposed merger of Lam Research and Novellus Systems. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, WE URGE SECURITY HOLDERS AND INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT LAM RESEARCH AND NOVELLUS SYSTEMS AND THE PROPOSED MERGER. The proposals for the merger will be made solely through the definitive version of the joint proxy statement/prospectus. In addition, a copy of the joint proxy statement/prospectus may be obtained free of charge from Lam Research Corporation, Investor Relations, 4650 Cushing Parkway, Fremont, CA 94538-6401, or from Novellus Systems, Investor Relations, 4000 North First Street, San Jose, CA 95134. Security holders will be able to obtain, free of charge, copies of the joint proxy statement/prospectus and S-4 Registration Statement and any other documents filed by Lam Research or Novellus Systems with the SEC in connection with the proposed merger at the SEC's website at http://www.sec.gov, and at the companies' websites at www.LamResearch.com and www.Novellus.com, respectively.

Forward-Looking Statements

This announcement contains, or may contain, "forward-looking statements" concerning Lam Research and Novellus Systems (together such companies and their subsidiaries being the "Merged Company"), which are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Generally, the words "believe," "anticipate," "expect," "may," "should," "could," and other future-oriented terms identify forward-looking statements. Forward-looking statements include, but are not limited to, (i) Novellus' belief that developing the right products at the right time positions Novellus for the next wave of technology transitions in the semiconductor industry; (ii) statements regarding the merger, including expected timing and benefit, (iii) Novellus' expectation that the merger will create a semiconductor equipment company that leads the development of next-generation semiconductor manufacturing technology; and (iv) statements relating to the expected impact for customers and their perceptions of the merger and any assumptions underlying any of the foregoing statements.

These forward-looking statements are based upon the current beliefs and expectations of the management of Novellus Systems and involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond Novellus Systems' ability to control or estimate precisely and include, without limitation: the ability to obtain governmental or stockholder approvals of the merger or to satisfy other conditions to the merger on the proposed terms and timeframe; the effects of litigation, or potential litigation in connection with the merger or otherwise; possibility that the merger does not close when expected or at all, or that the companies may be required to modify aspects of the merger to achieve regulatory approval; the ability to realize the expected synergies or other benefits from the transaction in the amounts or in the timeframe anticipated; the potential harm to customer, supplier, employee and other relationships caused by the announcement or closing of the merger; the ability to integrate Novellus Systems' and Lam Research's businesses in a timely and cost-efficient manner; uncertainties in the global economy and credit markets; unanticipated trends with respect to the cyclicality of the semiconductor industry; and rates of change in, future shipments, margins, market share, capital expenditures, revenue and operating expenses generally; volatility in quarterly results and in the stock price of the Merged Company; customer requirements and the ability to satisfy those requirements; customer capital spending and their demand for the Merged Company's products; the ability to defend the Merged Company's market share and to gain new market share; anticipated growth in the industry and the total market for wafer-fabrication and support equipment and the Merged Company's growth relative to such growth; levels of research and development expenditures; the estimates made, and the accruals recorded, in order to implement critical accounting policies (including but not limited to the adequacy of prior tax payments, future tax liabilities and the adequacy of the Merged Company's accruals relating to them); access to capital markets; the ability to manage and grow the Merged Company's cash position; the sufficiency of the Merged Company's financial resources to support future business activities (including but not limited to the repurchase program, operations, investments, debt service requirements and capital expenditures); inventory levels and inventory valuation adjustments; the impact of legal proceedings; unexpected shipment delays which adversely impact shipment volumes; inaccuracies related to the timing and satisfaction of remaining obligations related to vacated leases; the inability to recover the amortized cost of investments in auction-rate securities, market changes negatively affecting auction-rate securities and the government's inability to guarantee the underlying securities; the inability to enforce the Merged Company's patents and protect its trade secrets; and other risks and uncertainties, including those detailed in the registration statement on form S-4, and those additional risks and uncertainties detailed from time to time in Novellus Systems' periodic reports (whether under the caption Risk Factors or Forward Looking Statements or elsewhere). Novellus Systems cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Neither Novellus Systems nor any other person undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Novellus Systems or the Merged Company, following the implementation of the merger or otherwise. No statement in this announcement should be interpreted to mean that the earnings per share, profits, margins or cash flows of the Merged Company for the current or future financial years would necessarily match or exceed the historical published figures.

Participants in the Solicitation

The directors and executive officers of Lam Research and Novellus Systems may be deemed to be participants in the solicitation of proxies in connection with the approval of the proposed transaction. Lam Research has filed with the SEC a registration statement on Form S-4 (File No. 333-179267) that includes the preliminary version of the joint proxy statement/prospectus. Information regarding Lam Research's directors and executive officers and their respective interests in Lam Research by security holdings or otherwise is available in the joint proxy statement/ prospectus, its Annual Report on Form 10-K filed with the SEC on August 19, 2011 and its Proxy Statement on Schedule 14A filed with the SEC on September 19, 2011. Information regarding Novellus Systems' directors and executive officers and their respective interests in Novellus Systems by security holdings or otherwise is available in its Annual Report on Form 10-K filed with the SEC on February 25, 2011 and its Proxy Statement on Schedule 14A filed with the SEC on April 8, 2011. Additional information regarding the interests of such potential participants is or will be included in the joint proxy statement/prospectus and registration statement, and other relevant materials to be filed with the SEC, when they become available, including in connection with the solicitation of proxies to approve the proposed transaction.

About Novellus:

Novellus Systems, Inc. (NASDAQ: NVLS) is a leading provider of advanced process equipment for the global semiconductor industry. The Company's products deliver value to customers by providing innovative technology backed by trusted productivity. An S&P 500 company, Novellus is headquartered in San Jose, CA with subsidiary offices across the globe. For more information please visit www.novellus.com.

(1) Bookings and shipments are non-GAAP measures; they are not in accordance with or an alternative for U.S. GAAP (generally accepted accounting principles) and may be different from similar measures used by other companies. For more information regarding non-GAAP measures, please see footnote (2).
NOVELLUS SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Year Ended
(In thousands, except per share amounts)
(Unaudited)
December 31,
2011
September 24,
2011
December 31,
2010
December 31,
2011
December 31,
2010
Net sales $ 282,711 $ 306,731 $ 384,357 $ 1,352,850 $ 1,349,158
Cost of sales 150,481 158,824 190,357 688,125 683,824
Gross profit 132,230 147,907 194,000 664,725 665,334
% 46.8 % 48.2 % 50.5 % 49.1 % 49.3 %
Selling, general and administrative 36,556 44,364 54,974 177,638 189,483
Research and development 44,162 47,827 49,992 185,980 174,740
Restructuring charges (benefits), net 472 (1,258 ) 716 (464 ) 1,373
Total operating expenses 81,190 90,933 105,682 363,154 365,596
% 28.7 % 29.6 % 27.5 % 26.8 % 27.1 %
Income from operations 51,040 56,974 88,318 301,571 299,738
% 18.1 % 18.6 % 23.0 % 22.3 % 22.2 %
Interest income 1,414 1,340 1,528 5,735 7,153
Interest expense (6,218 ) (5,979 ) (488 ) (15,876 ) (1,525 )
Other income (expense) 524 2,785 290 1 ,719 (708 )
Income before income taxes 46,760 55,120 89,648 293,149 304,658
Provision for income taxes 8,254 4,038 8,145 42,470 42,326
Net income $ 38,506 $ 51,082 $ 81,503 $ 250,679 $ 262,332
Net income per share:
Basic $ 0.57 $ 0.74 $ 0.91 $ 3.29 $ 2.83
Diluted $ 0.56 $ 0.73 $ 0.89 $ 3.20 $ 2.79
Shares used in basic per share calculation 66,973 68,883 89,576 76,161 92,690
Shares used in diluted per share calculation 69,032 70,379 91,934 78,279 94,084
NOVELLUS SYSTEMS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (2)
Three Months Ended Year Ended
(In thousands, except per share amounts)
(Unaudited)
December 31,
2011
September 24,
2011
December 31,
2010
December 31,
2011
December 31,
2010
Gross profit - GAAP $ 132,230 $ 147,907 $ 194,000 $ 664,725 $ 665,334
% of sales 46.8 % 48.2 % 50.5 % 49.1 % 49.3 %
Adjustment for:
Consolidation of IAG manufacturing in Germany - - 1,403 - 3,877
Reductions in workforce - - - - 126
Consolidation of semiconductor manufacturing in Oregon - - - - 485
Accelerated stock vesting retirement plan adoption - - 809 - 809
Gross profit excluding certain charges and benefits $ 132,230 $ 147,907 $ 196,212 $ 664,725 $ 670,631
% of sales 46.8 % 48.2 % 51.0 % 49.1 % 49.7 %
Operating expenses - GAAP $ 81,190 $ 90,933 $ 105,682 $ 363,154 $ 365,596
% of sales 28.7 % 29.6 % 27.5 % 26.8 % 27.1 %
Adjustment for:
IAG building sale 6,662 - - 6,662 -
Merger related costs (3,736 ) - - (3,736 ) -
Supplier settlement - 2,350 - 2,350 -
Consolidation of IAG manufacturing in Germany - - (968 ) - (3,355 )
Reductions in workforce - (1,962 ) - (1,962 ) (385 )
Consolidation of semiconductor manufacturing in Oregon - - - - (390 )
Accelerated stock vesting retirement plan adoption - - (9,043 ) - (9,043 )
Restructuring charges (472 ) 1,258 (716 ) 464 (1,373 )
Benefit from (cost of) Linear trial 5,569 - - 5,569 (4,428 )
Operating expenses excluding certain charges and benefits $ 89,213 $ 92,579 $ 94,955 $ 372,501 $ 346,622
% of sales 31.6 % 30.2 % 24.7 % 27.5 % 25.7 %
Operating income - GAAP $ 51,040 $ 56,974 $ 88,318 $ 301,571 $ 299,738
% of sales 18.1 % 18.6 % 23.0 % 22.3 % 22.2 %
Adjustment for:
IAG building sale (6,662 ) - - (6,662 ) -
Merger related costs 3,736 - - 3,736 -
Supplier settlement - (2,350 ) - (2,350 ) -
Consolidation of IAG manufacturing in Germany - - 2,371 - 7,232
Reductions in workforce - 1,962 - 1,962 511
Consolidation of semiconductor manufacturing in Oregon - - - - 875
Accelerated stock vesting retirement plan adoption - - 9,852 - 9,852
Restructuring charges 472 (1,258 ) 716 (464 ) 1,373
Cost of (benefit from) Linear trial (5,569 ) - - (5,569 ) 4,428
Operating income excluding certain charges and benefits $ 43,017 $ 55,328 $ 101,257 $ 292,224 $ 324,009
% of sales 15.2 % 18.0 % 26.3 % 21.6 % 24.0 %
Income before income taxes - GAAP $ 46,760 $ 55,120 $ 89,648 $ 293,149 $ 304,658
Adjustment for:
IAG building sale (6,662 ) - - (6,662 ) -
Merger related costs 3,736 - - 3,736 -
Supplier settlement - (2,350 ) - (2,350 ) -
Consolidation of IAG manufacturing in Germany - - 2,371 - 7,232
Reductions in workforce - 1,962 - 1,962 511
Consolidation of semiconductor manufacturing in Oregon - - - - 875
Accelerated stock vesting retirement plan adoption - - 9,852 - 9,852
Restructuring charges 472 (1,258 ) 716 (464 ) 1,373
Cost of (benefit from) Linear trial (5,569 ) - - (5,569 ) 4,428
Income before income taxes excluding certain charges and benefits $ 38,737 $ 53,474 $ 102,587 $ 283,802 $ 328,929
Provision for income taxes - GAAP $ 8,254 $ 4,038 $ 8,145 $ 42,470 $ 42,326
Income tax effect of non-GAAP adjustments (279 ) (1,081 ) 94 (1,239 ) 1,790
Provision for income taxes excluding certain charges and benefits $ 7,975 $ 2,957 $ 8,239 $ 41,231 $ 44,116
Net income - GAAP $ 38,506 $ 51,082 $ 81,503 $ 250,679 $ 262,332
Adjustment for:
IAG building sale (6,662 ) - - (6,662 ) -
Merger related costs 3,736 - - 3,736 -
Supplier settlement - (2,350 ) - (2,350 ) -
Consolidation of IAG manufacturing in Germany - - 2,371 - 7,232
Reductions in workforce - 1,962 - 1,962 511
Consolidation of semiconductor manufacturing in Oregon - - - - 875
Accelerated stock vesting retirement plan adoption - - 9,852 - 9,852
Restructuring charges 472 (1,258 ) 716 (464 ) 1,373
Cost of (benefit from) Linear trial (5,569 ) - - (5,569 ) 4,428
Income tax effect of non-GAAP adjustments 279 1,081 (94 ) 1,239 (1,790 )
Net income excluding certain charges and benefits $ 30,762 $ 50,517 $ 94,348 $ 242,571 $ 284,813
Net income per diluted share - GAAP $ 0.56 $ 0.73 $ 0.89 $ 3.20 $ 2.79
Adjustment for certain charges and benefits (0.11 ) (0.01 ) 0.14 (0.10 ) 0.24
Net income per diluted share excluding certain charges and benefits $ 0.45 $ 0.72 $ 1.03 $ 3.10 $ 3.03
(2) The discussion of bookings and shipments and the presentation of gross profit, operating expenses, operating income, income before taxes, provision for income taxes, net income, and net income per diluted share, set forth in the table above, each excludes certain charges and benefits and are not in accordance with U.S. GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies. The non-GAAP financial measures we provide have certain limitations because they do not reflect all of the costs associated with the operation of our business as determined in accordance with GAAP. The non-GAAP measures are in addition to, and not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. We endeavor to compensate for the limitations of these non-GAAP measures by providing GAAP financial statements, descriptions of the reconciling items, and a reconciliation of the non-GAAP measures to the most directly comparable GAAP measures so that investors can appropriately incorporate the non-GAAP measures and their limitations into their analyses.
Management uses certain non-GAAP measures to evaluate operating performance. We discuss these non-GAAP measures because we believe they provide additional insight into underlying operating results and prospects for the future, allowing investors to assess certain business trends in the same way that these trends are utilized by management in its financial and operational decision making. Shipments consist of products shipped to customers, without regard to net sales adjustments such as deferrals associated with customer acceptance. Bookings consist of current period orders less current period cancellations and other adjustments. We do not report bookings for systems with delivery dates more than 12 months from the latest balance sheet date. Shipments and bookings are used to forecast and plan future operations. Further, we believe the presentation of non-GAAP measures provides investors with additional insight into underlying operating results by excluding certain charges and benefits related to (i) the IAG building sale, (ii) merger related costs, (iii) supplier settlements, (iv) consolidation of IAG manufacturing in Germany, (v) reductions in workforce, (vi) consolidation of semiconductor manufacturing in Oregon, (vii) accelerated stock vesting retirement plan adoption, (viii) restructuring charges, and (ix) certain legal expenses and benefits. These certain charges and benefits may not be indicative of our ongoing operations or economic performance.
NOVELLUS SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands) December 31,
2011
December 31,
2010
(Unaudited) *
ASSETS
Current assets:
Cash and cash equivalents and short-term investments $ 918,738 $ 671,251
Accounts receivable, net 188,422 256,731
Inventories 213,869 208,894
Deferred taxes and other current assets 88,110 65,525
Total current assets 1,409,139 1,202,401
Property and equipment, net 208,764 218,569
Non-current restricted cash and cash equivalents 123,150 121,226
Long-term investments 42,891 68,645
Goodwill 124,685 125,043
Intangible and other assets 28,006 96,513
Total assets $ 1,936,635 $ 1,832,397
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 216,235 $ 261,318
Deferred profit 15,996 29,693
Total current liabilities 232,231 291,011
Senior convertible notes 272,172 -
Other long-term debt obligations 103,189 105,592
Long-term income taxes payable 66,425 61,381
Long-term deferred tax liabilities 123,088 3,815
Other liabilities 39,000 42,460
Total liabilities 836,105 504,259
Shareholders' equity:
Common stock 1,293,811 1,206,887
Retained earnings (accumulated deficit) and accumulated other comprehensive income (loss) (193,281 ) 121,251
Total shareholders' equity 1,100,530 1,328,138
Total liabilities and shareholders' equity $ 1,936,635 $ 1,832,397
* The December 31, 2011 condensed consolidated balance sheet was derived from our audited consolidated financial statements.
NOVELLUS SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Year Ended
December 31,
2011
December 31,
2010
(In thousands)
Cash flows from operating activities:
Net income $ 250,679 $ 262,332
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 35,021 39,952
Deferred income taxes 26,306 (5,147 )
Stock-based compensation 42,659 48,165
Excess tax benefit from stock-based compensation (1,892 ) (3,343 )
Changes in operating assets and liabilities, net 9,580 (13,079 )
Other 951 7,540
Net cash provided by operating activities 363,304 336,420
Cash flows from investing activities:
Net sales, maturities and purchases of investments 41,036 (54,455 )
Capital expenditures (25,501 ) (19,908 )
Proceeds from sale of property and equipment 6,742 -
Decrease (increase) in restricted cash and cash equivalents (2,002 ) 6,602
Net cash provided by (used in) investing activities 20,275 (67,761 )
Cash flows from financing activities:
Proceeds from employee stock compensation plans 197,700 106,194
Proceeds from senior convertible notes, net of issuance costs 684,250 -
Net proceeds from (repayments of) other debt obligations (98 ) (72 )
Repurchases of common stock (987,037 ) (273,067 )
Excess tax benefit from stock-based compensation 1,892 3,343
Net cash used in financing activities (103,293 ) (163,602 )
Effects of exchange rate changes on cash and cash equivalents (2,440 ) (49 )
Net increase in cash and cash equivalents 277,846 105,008
Cash and cash equivalents at the beginning of the period 247,055 142,047
Cash and cash equivalents at the end of the period $ 524,901 $ 247,055

Contact Information

  • Contacts:

    John Hertz
    Chief Financial Officer
    Novellus Systems, Inc.
    Phone: (408) 943-9700

    Robin Yim
    Investor Relations
    Novellus Systems, Inc.
    Phone: (408) 943-9700