SAN JOSE, Calif., April 18, 2012-Novellus Systems, Inc.
(NASDAQ: NVLS) today reported operating results for its first
quarter ended March 31, 2012. Net sales for the first quarter
were $326.7 million, up $44.0 million or 15.6 percent from
fourth quarter
2011 net sales of $282.7 million, and down $86.5 million or
20.9 percent from first quarter 2011 net sales of $413.2
million. Net income for the first quarter was $44.4 million,
or $0.59 per diluted share, up $5.9 million from fourth
quarter 2011 net income of
$38.5 million, or $0.56 per diluted share, and down $51.9
million from first quarter 2011 net income of $96.4 million,
or $1.04 per diluted share.
First quarter 2012 results of operations include $2.3 million
of costs incurred for the proposed merger with Lam
Research
Corporation and $0.2 million in restructuring charges. First
quarter 2012 net income without those items was $46.0
million, or
$0.61 per diluted share. Excluding certain charges, fourth
quarter 2011 net income was $30.8 million, or $0.45 per
diluted share, and first quarter 2011 net income was $96.5
million, or $1.04 per diluted share. A reconciliation to U.S.
generally accepted accounting principles ("GAAP")
of our non-GAAP operating results is included below.
Bookings in the first quarter of 2012 were $361.7 million, up
$74.6 million or 26.0 percent from fourth quarter 2011
bookings of
$287.1 million. First quarter shipments of $319.2 million
were up $42.7 million or 15.4 percent from $276.5 million in
the fourth quarter of 2011.(1)
Cash, cash equivalents, and short-term investments at the end
of the first quarter were $1.0 billion, an increase of $95.2
million or 10.4 percent from the fourth quarter 2011 ending
balance of $918.7 million. Long-term investments and
non-current restricted cash and cash equivalents at the end
of the first quarter were $168.8 million, an increase of $2.7
million or 1.6 percent from the fourth quarter 2011 ending
balance of $166.0 million. There were no share repurchases
during the first quarter of 2012. Cash flows from operations
during the first quarter of 2012 were $32.8 million, down
$51.9 million or 61.3 percent from $84.7 million in the
fourth quarter of 2011, and down $51.0 million or 60.9
percent from $83.8 million in the first quarter of 2011.
During the fourth quarter of 2011, we reached an agreement
with the IRS regarding income tax refunds due to Novellus
related to the 2006 and 2007 tax years. Due to the magnitude
of the refunds, they are subject to approval by
Congress' Joint Committee on Taxation. If the Joint
Committee were to approve the refunds, it would result in a
tax benefit of approximately
$16.0 million. As of March 31, 2012, the refunds are still
under review by the Joint Committee. As a result, the $16.0
million benefit recognition has been deferred pending the
Joint Committee's final decision.
In accordance with the indenture governing our senior
convertible notes, we have notified the holders of our senior
convertible notes of the opening of the conversion window and
their conversion rights in connection with the proposed
merger with Lam Research Corporation. Accordingly, the
carrying amount of senior convertible notes has been
reclassified from noncurrent to current liabilities in our
balance sheet. The excess of the amount of cash payable, if
converted, over the carrying amount of the notes has been
reclassified from permanent to temporary equity. Should the
proposed merger not be completed or when the conversion
period closes, 35 days after the completion of the proposed
merger, all notes not converted will be reclassified back to
noncurrent liabilities and the temporary equity will be
reclassified back to permanent equity.
Richard S. Hill, Chairman and Chief Executive Officer, said
" Our track record for delivering strong financial
performance remained on course with another solid quarter of
earnings, thanks to the hard work and dedication of our
employees and a culture driven by excellence." Hill
added, "With the integration planning between Novellus
and Lam Research well underway, I've never been more
confident that the combination of these two companies will
create the most technologically and financially successful
semiconductor capital equipment company in the industry,
especially under the leadership team of Martin Anstice and
Tim Archer."
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 joint proxy statement of Lam
Research and Novellus Systems, Inc. ("Novellus" or
"Novellus Systems") that also constitutes a
prospectus of Lam Research. Lam Research and Novellus Systems
have furnished 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 are
being 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.
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) statements regarding the merger, including expected
timing and benefits, and (ii) Novellus' expectation
that the merger will create the most technologically and
financially successful semiconductor equipment company in the
industry.
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.
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 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 24, 2012, as amended on March
23, 2012. 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.
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).
(2) The discussion of bookings and shipments and the presentation of 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. These measures 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) restructuring charges, and (iv) certain legal
expenses and benefits. These certain charges and benefits may
not be indicative of our ongoing operations or economic
performance.
distributed by |