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ASM International N.V. — Earnings Release 2013
Dec 3, 2013
3812_ir_2013-12-03-134400_73bed286-70e8-4516-8be8-4132d35f5986.pdf
Earnings Release
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Almere, The Netherlands October 31, 2013
ASM INTERNATIONAL N.V. REPORTS THIRD QUARTER 2013 RESULTS
ASM International N.V. (NASDAQ: ASMI and Euronext Amsterdam: ASM) reports today its third quarter 2013 operating results (unaudited) in accordance with US GAAP.
Following the close of the sale on March 15, 2013 of a 12% share in ASMPT, the entity in which the Back-end segment is organized, ASMI's shareholding is reduced to 40.08%. As a consequence, as from March 15, 2013 the results of ASMPT are deconsolidated. From that date onwards the net result of ASMPT is reported on the line 'result from investments'. In the second quarter of 2013 a purchase price allocation took place resulting in the recognition and subsequent amortization of certain intangible assets.
FINANCIAL HIGHLIGHTS
The pro-forma figures show ASMI numbers whereby ASMPT is deconsolidated.
| Pro-forma | |||
|---|---|---|---|
| EUR million | Q3 2012 | Q2 2013 | Q3 2013 |
| New orders | 64.3 | 128.4 | 112.2 |
| Net sales | 96.1 | 128.6 | 116.4 |
| Gross profit margin % | 31.4% | 39.3% | 39.1% |
| Operating results | (1.6) | 16.2 | 11.6 |
| Result from investments (excl. amortization and fair value purchase price allocation) |
13.3 | 9.2 | 10.8 |
| Remeasurement gain, realized gain on sale of ASMPT shares, amortization and fair value adjustments |
— | (40.8) | (17.2) |
| Net earnings | 4.9 | (23.4) | (0.9) |
| Normalized net earnings (excl. remeasurement gain, realized gain on sale of ASMPT shares, amortization and fair value adjustments) |
4.9 | 17.4 | 16.3 |
• Net sales for the third quarter 2013 decreased with 9% compared to the second quarter and increased with 21% year-on-year, mainly driven by (PE)ALD sales which were subsequently higher than in the comparable period last year, but below the Q2 level.
• Result from operations for the third quarter 2013 includes restructuring costs of €1.0 million compared to €0.7 million included in the second quarter.
COMMENT
Commenting on the results, Chuck del Prado, President and Chief Executive Officer of ASM International said: "Q3 was again a strong quarter for ASMI. Sales came in 9% lower than the very strong second quarter, slightly better than expected. Our book to bill ratio remained at 1.0. Both sales and order intake were driven by (PE)ALD demand in the most advanced technology nodes. Margins remained healthy, leading to a 10% operating result. We also saw strong improvement in our operational cash flow due to lower working capital requirements for the quarter. Our result from investments excluding 'PPA-effects' improved due to better results in ASMPT".
OUTLOOK
Our sales in Q4, on a currency comparable level, are expected to show a single digit increase compared to Q3. Q4 order intake, on a currency comparable level, is expected to show a low double digit increase as compared to Q3.
About ASM International
ASM International NV, headquartered in Almere, the Netherlands, its subsidiaries and participations design and manufacture equipment and materials used to produce semiconductor devices. ASM International, its subsidiaries and participations provide production solutions for wafer processing (Front-end segment) as well as for assembly & packaging and surface mount technology (Back-end segment) through facilities in the United States, Europe, Japan and Asia. ASM International's common stock trades on NASDAQ (symbol ASMI) and the Euronext Amsterdam Stock Exchange (symbol ASM). For more information, visit ASMI's website at www.asm.com.
Safe Harbor Statement under the U.S. Private Securities Litigation Reform Act of 1995: All matters discussed in this statement, except for any historical data, are forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These include, but are not limited to, economic conditions and trends in the semiconductor industry generally and the timing of the industry cycles specifically, currency fluctuations, corporate transactions, financing and liquidity matters, the success of restructurings, the timing of significant orders, market acceptance of new products, competitive factors, litigation involving intellectual property, shareholder and other issues, commercial and economic disruption due to natural disasters, terrorist activity, armed conflict or political instability, epidemics and other risks indicated in the Company's filings from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, the Company's reports on Form 20-F and Form 6-K. The Company assumes no obligation nor intends to update or revise any forward-looking statements to reflect future developments or circumstances.
ASM International will host an investor conference call and web cast on Friday, November 1, 2013 at 15:00
Continental European Time (10:00 a.m. - US Eastern Time).
The teleconference dial-in numbers are as follows:
- United States: +1 212 444 0412
- International: + 44 (0)20 3427 1919
- The Netherlands: + 31 (0)20 716 8295
- Access Code: 9228211
A simultaneous audio web cast will be accessible at www.asm.com.
The teleconference will be available for replay, beginning one hour after completion of the live broadcast, for a duration of 7 days starting on November 1, 2013.
The replay dial-in numbers are:
- United States: +1 347 366 9565
- England: + 44 (0)20 3427 0598
- The Netherlands: +31 (0)20 708 5013
- Access Code: 9228211
CONTACT
Investor contact:
Victor Bareño T: +31 88 100 8500 E: [email protected]
Mary Jo Dieckhaus T: +1 212 986 2900 E: [email protected]
Media contact:
Ian Bickerton T: +31 625 018 512
ANNEX 1
OPERATING AND FINANCIAL REVIEW THIRD QUARTER 2013
The pro-forma figures show ASMI numbers whereby ASMPT is deconsolidated. Result from investments reflects ASMI's share in the net earnings of ASMPT. In the pro-forma results for Q3, 2012 a share of 52% is presented. For Q3, 2013 the actual 40% shareholding is reflected.
The following table shows the operating performance for the third quarter of 2013 as compared to the second quarter of 2013 and the third quarter of 2012 on a pro-forma basis:
| Change Q2 2013 |
Change Q3 2012 |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| EUR million | Pro-forma Q3 2012 |
Q2 2013 | Q3 2013 | to Q3 2013 |
to Q3 2013 |
||||
| New orders | 64.3 | 128.4 | 112.2 | (13)% | 74 % | ||||
| Backlog | 57.3 | 117.0 | 111.4 | (5)% | 94 % | ||||
| Book-to-bill | 0.7 | 1.0 | 1.0 | ||||||
| Net sales | 96.1 | 128.6 | 116.4 | (9)% | 21 % | ||||
| Gross profit | 30.1 | 50.5 | 45.6 | (10)% | 51 % | ||||
| Gross profit margin % | 31.4 % | 39.3% | 39.1% | ||||||
| Selling, general and administrative expenses | (16.3) | (18.6) | (18.2) | (2)% | 12 % | ||||
| Research and development expenses | (15.4) | (15.0) | (14.8) | (1)% | (4)% | ||||
| Restructuring expenses | — | (0.7) | (1.0) | 43 % | n/a | ||||
| Operating result | (1.6) | 16.2 | 11.6 | (4.6) | 13.2 | ||||
| Operating margin % | (1.7)% | 12.6% | 9.9% | ||||||
| Financing costs | (8.6) | (4.8) | (4.0) | 0.8 | 4.6 | ||||
| Income tax | 1.9 | (3.4) | (2.0) | 1.4 | (3.9) | ||||
| Result from investments | 13.3 | 9.2 | 10.8 | 1.6 | (2.5) | ||||
| Remeasurement gain, realized gain on sale of ASMPT shares, amortization and fair value adjustments |
— | (40.8) | (17.2) | 23.6 | (17.2) | ||||
| Net earnings | 4.9 | (23.4) | (0.9) | 22.5 | (5.8) | ||||
| Normalized net earnings (excl. remeasurement gain, realized gain on sale of ASMPT shares, amortization and fair value adjustments) |
4.9 | 17.4 | 16.3 | (1.1) | 11.4 | ||||
| Net earnings per share, diluted | € | 0.09 | € | (0.37) € |
(0.01) | € | 0.36 | € | (0.10) |
| Normalized net earnings per share, diluted | € | 0.09 | € | 0.28 € |
0.26 | € | (0.02) | € | 0.17 |
Results
The backlog decreased from €117 million at the end of the second quarter to €111 million (€113 million on a currency comparable level) as per September 30, 2013. The book-to-bill ratio remained at a level of 1.0.
The following table shows the level of new orders for the third quarter of 2013 and the backlog at the end of the third quarter of 2013, compared to the second quarter of 2013 and the third quarter of 2012:
| EUR million | Q3 2012 | Q2 2013 | Q3 2013 | % Change Q2 2013 to Q3 2013 |
% Change Q3 2012 to Q3 2013 |
|---|---|---|---|---|---|
| Backlog at the beginning of the quarter | 92.2 | 119.9 | 117.0 | (2)% | 27% |
| New orders for the quarter | 64.3 | 128.4 | 112.2 | (13)% | 74% |
| Net sales for the quarter | (96.1) | (128.6) | (116.4) | (9)% | 21% |
| FX-effect for the quarter | (3.1) | (2.7) | (1.3) | ||
| Backlog at the end of the quarter | 57.3 | 117.0 | 111.4 | (5)% | 94% |
| Book-to-bill ratio (new orders divided by net sales) |
0.7 | 1.0 | 1.0 |
Net sales for the third quarter 2013 decreased with 9% compared to the second quarter and increased with 21% year-on-year, mainly driven by (PE)ALD sales which were subsequently higher than in the comparable period last year, but below the Q2 level. The impact of currency changes was a decrease of 2% quarter to quarter and a decrease of 6% year-over-year.
The gross profit margin in the third quarter was stable at a 39% level (Q2 39.3%, Q3 39.1%). This resulted from continued positive mix effects and better loading of our factories. For Q3 2012 gross profit margin was 31.4%. The impact of currency changes on gross profit was a decrease of 2% quarter to quarter and a decrease of 9% year-over-year.
Selling, general and administrative expenses decreased with 2% compared to the previous quarter. As a percentage of sales SG&A expenses increased to 16%, compared to 15% for the previous quarter. For the third quarter of 2012 this was 17%. The impact of currency changes on SG&A expenses was a decrease of 1% quarter to quarter and a decrease of 4% year-over-year.
Research and development expenses decreased with 1% compared to the previous quarter. As a percentage of sales R&D expenses increased to 13%, compared to 12% for previous quarter. For the third quarter of 2012 this was 16%.The impact of currency changes on R&D expenses was a decrease of 2% quarter to quarter and a decrease of 10% year-over-year.
Operating result was affected by currency changes with a decrease of 3% quarter to quarter.
Result from investments include our 40.08% share in net earnings of ASMPT. In Q3 ASMPTshowed a sales increase of 7% compared to Q2, from €283 million to €302 million, 4% below the level of Q3, 2012 of €313 million. Net earnings increased from €23.0 million in Q2 to €26.8 million (on a 100% basis) in Q3. Q3 last year, also on a 100% basis, showed net earnings at €25.6million.
The sale of the 11.88% stake caused ASMI's cease of control on ASMPT and required deconsolidation of ASMPT. According to general accepted accounting principles (both US GAAP and IFRS) the accounting of this sale consists of two separate transactions.
- a sale of a 51.96% subsidiary
- a purchase of a 40.08% associate.
The sale transaction resulted in a substantial gain. This gain consists of two elements, the realized gain on the sale of the 11.88% stake of €245 million and an unrealized remeasurement gain on the remaining 40.08% of the shares of approximately €1.1 billion.
The purchase of the associate has been recognized at fair value, being the value of the ASMPT shares on the day of closing of the purchase transaction. Both US GAAP and IFRS require that the composition of such a fair value needs to be determined through a purchase price allocation process ('PPA'). This process took place in the second quarter of 2013. The PPAresulted in the recognition of intangible assets for customer relationship, technology, trade name and product names. For inventories and property, plant & equipment a fair value adjustment was recognized.
The amortization of the recognized intangible assets and the depreciation of the fair value adjustment for property, plant & equipment negatively impacted net earnings with €5.6 million in Q3. For 2013 a total amortization and depreciation amount is to be expected of €17 million. The annualized amount of this amortization will remain on a level of approximately €23 million until 2017 and then decreases.
The fair value adjustments for inventories and tax related issues will have a non-recurring negative impact on net earnings in 2013 of €39 million, of which €28 million in the second quarter and €11 million in the third quarter.
Cash flow, balance sheet, liquidity and capital resources
Cash flow. The following table shows the cash flow statement on a comparable basis. The ASMPT numbers have been deconsolidated:
| Pro-forma | |||
|---|---|---|---|
| EUR million | Q3 2012 | Q2 2013 | Q3 2013 |
| Net earnings | (8.4) | (23.4) | (0.9) |
| Adjustments to cash from operating activities | |||
| Depreciation and amortization | 5.0 | 5.1 | 5.1 |
| Income tax | (2.5) | 3.0 | 0.7 |
| Amortization PPA intangibles and fair value adjustments | — | 40.7 | 17.2 |
| Result from investments | — | (9.2) | (10.8) |
| Other adjustments | 2.0 | 1.2 | 1.2 |
| Changes in other assets and liabilities | |||
| Accounts receivable | 0.2 | (25.4) | 19.7 |
| Inventories | 0.5 | 0.1 | 3.3 |
| Accounts payable | (7.3) | (1.3) | (1.1) |
| Other assets and liabilities | (13.5) | 9.8 | (0.1) |
| Net cash provided (used) by operating activities | (24.0) | 0.6 | 34.4 |
| Capital expenditures | (2.0) | (0.2) | (2.0) |
| Divestment subsidiaries | — | — | — |
| Other | (0.3) | 0.3 | 1.6 |
| Net cash provided (used) in investing activities | (2.3) | 0.1 | (0.4) |
| Bank positions | (0.1) | — | — |
| Loans | (12.0) | — | — |
| Purchase treasury shares | — | — | — |
| Shares issued | 0.4 | 0.1 | 0.2 |
| Dividend paid and capital repaid to shareholders ASMI | (0.1) | (31.7) | (269.7) |
| Dividend received from investments | 13.4 | 4.7 | 5.6 |
| Net cash provided (used) in financing activities | 1.6 | (26.9) | (263.9) |
| Pro-forma | Pro-forma | ||
|---|---|---|---|
| EUR million | September 30, 2012 |
December 31, 2012 |
September 30, 2013 |
| Cash and cash equivalents | 184.9 | 145.1 | 303.6 |
| Accounts receivable | 58.3 | 62.6 | 64.4 |
| Inventories | 123.1 | 122.1 | 117.2 |
| Other current assets | 22.8 | 20.3 | 19.9 |
| Total current assets | 389.1 | 350.0 | 505.1 |
| Investments and associates | 384.6 | 373.7 | 1,339.4 |
| Property, plant and equipment | 59.7 | 63.8 | 51.4 |
| Goodwill | 11.4 | 11.6 | 11.4 |
| Other non-current assets | 50.4 | 34.2 | 27.6 |
| Total non-current assets | 506.1 | 483.3 | 1,429.8 |
| Total assets | 895.2 | 833.4 | 1,934.9 |
| Accounts payable | 34.6 | 45.2 | 39.0 |
| Short-term debt | 0.7 | — | — |
| Other current liabilities | 43.4 | 42.7 | 54.9 |
| Total current liabilities | 78.7 | 87.9 | 93.9 |
| Long-term debt | 5.0 | — | — |
| Convertible subordinated debt | 138.6 | — | — |
| Pension liabilities | 5.4 | 3.6 | 3.1 |
| Total non-current liabilities | 149.0 | 3.6 | 3.1 |
| Shareholders' equity | 667.5 | 741.9 | 1,837.9 |
| Total liabilities and shareholders' equity | 895.2 | 833.4 | 1,934.9 |
Balance sheet. The following table shows the balance sheet on a comparable basis. The ASMPT numbers have been deconsolidated and ASMI's share in the net assets of ASMPT is reported as investment:
Net working capital consisting of accounts receivable, inventories, other current assets, accounts payable, accrued expenses, advance payments from customers and deferred revenue, decreased from €134 million on June 30, 2013 to €108 million at September 30, 2013. The number of outstanding days of working capital, measured against quarterly sales, decreased from 94 days at June 30, 2013 to 84 days on September 30, 2013.
Sources of liquidity. On September 30, 2013, the Company's principal sources of liquidity consisted of €304 million in cash and cash equivalents and €150 million in undrawn bank lines.
OPERATING AND FINANCIAL REVIEW NINE MONTHS ENDED SEPTEMBER 30, 2013
The following table shows the operating performance for the nine months ended September 30, 2013, compared to the same period of the previous year on a pro-forma basis:
| EUR million | Pro-forma Nine months ended September 30, 2012 |
Pro-forma Nine months ended September 30, 2013 |
Change |
|---|---|---|---|
| New orders | 230.6 | 346.5 | 50 % |
| Backlog | 57.3 | 111.4 | 94 % |
| Book-to-bill | 0.8 | 1.1 | |
| Net sales | 277.3 | 325.0 | 17 % |
| Gross profit | 90.0 | 126.2 | 40 % |
| Gross profit margin % | 32.4 % | 38.8% | |
| Selling, general and administrative expenses | (46.3) | (52.1) | 13 % |
| Research and development expenses | (44.4) | (43.3) | (2)% |
| Restructuring expenses | — | (1.9) | n/a |
| Operating result | (0.7) | 28.9 | 29.6 |
| Operating margin % | (0.3)% | 8.9% | |
| Financing costs | (13.2) | (6.2) | 7.0 |
| Income tax | 4.3 | (5.9) | (10.2) |
| Result from investments | 38.5 | 19.4 | (19.1) |
| Remeasurement gain, realized gain on sale of ASMPT shares, amortization and fair value adjustments |
— | 1,349.6 | 1,349.6 |
| Net earnings | 28.9 | 1,385.9 | 1,357.0 |
| Normalized net earnings (excl. remeasurement gain, realized gain on sale of ASMPT shares, amortization and fair value adjustments) |
28.9 | 36.3 | 7.4 |
| Net earnings per share | €0.52 | €21.71 | €21.19 |
| Normalized net earnings per share | €0.52 | €0.57 | €0.05 |
Results
The backlog at the end of September increased with 94% to a level of €111 million, compared to September 30 last year. The bookto-bill was 1.1.
The following table shows the level of new orders for the nine months ended September 30, 2013 and the backlog for the same period of 2012:
| Nine months ended September 30, |
||||||
|---|---|---|---|---|---|---|
| EUR million | 2012 | 2013 | % Change | |||
| Backlog at the beginning of the year | 105.1 | 91.7 | (13)% | |||
| New orders | 230.6 | 346.5 | 50 % | |||
| Net sales | (277.3) | (325.0) | 17 % | |||
| FX-effect | (1.1) | (1.7) | ||||
| Backlog as per reporting date | 57.3 | 111.4 | 94 % | |||
| Book-to-bill ratio (new orders divided by net sales) |
0.8 | 1.1 |
Net sales for the nine months ended September 30, 2013 increased with 17% year on-year, mainly driven by higher (PE)ALD sales.The impact of currency changes was a decrease of 3%.
The gross profit margin for the nine months ended September 30, 2013 increased 6%. This increase resulted from positive mix effects and improved efficiency. The impact of currency changes on gross profit was a decrease of 5% year-over-year.
Selling, general and administrative expenses for the nine months ended September 30, 2013 increased with 13% compared to the previous year. As a percentage of sales SG&A was 16%. For the comparable period of 2012 this was 17%. The impact of currency changes on SG&A expenses was a decrease of 2% year-over-year.
Research and development expenses for the nine months ended September 30, 2013 decreased with 2% compared to the previous year. As a percentage of sales R&D was 13%. For the comparable period of 2012 this was 16%. The impact of currency changes on R&D expenses was a decrease of 6% year-over-year.
Operating result was affected by currency changes with a decrease of 8% year-over-year.
The sale of the 11.88% stake caused ASMI's cease of control on ASMPT and required deconsolidation of ASMPT. According to general accepted accounting principles (both US GAAP and IFRS) the accounting of this sale consists of two separate transactions.
- a sale of a 51.96% subsidiary
- a purchase of a 40.08% associate
The sale transaction resulted in a substantial gain. This gain consists of two elements, the realized gain on the sale of the 11.88% stake of €245 million and an unrealized remeasurement gain on the remaining 40.08% of the shares of approximately €1.1 billion.
The purchase of the associate has been recognized at fair value, being the value of the ASMPT shares on the day of closing of the purchase transaction. Both US GAAP and IFRS require that the composition of such a fair value needs to be determined through a purchase price allocation process ('PPA'). This process took place in the second quarter of 2013. The PPAresulted in the recognition of intangible assets for customer relationship, technology, trade name and product names. For inventories and property, plant & equipment a fair value adjustment was recognized.
The amortization of the recognized intangible assets and the depreciation of the fair value adjustment for property, plant & equipment negatively impacted net earnings with €11 million. For 2013 a total amortization and depreciation amount is to be expected of €17 million. The annualized amount of this amortization will remain on a level of approximately €23 million until 2017 and then decreases.
The fair value adjustments for inventories and tax related issues will have a non-recurring negative impact on net earnings in 2013 of €39 million, of which €28 million in the second quarter and €11 million in the third quarter.
ANNEX 2
RECONCILIATION RESULTS TO ASMI CONSOLIDATED
The results of Back-end were consolidated until March 15, 2013. From that date on the net result of ASMPT is reported on the line "result from investments".
THIRD QUARTER
| % Change Q2 2013 |
% Change Q3 2012 |
||||
|---|---|---|---|---|---|
| EUR million, except earnings per share | Q3 2012 | Q2 2013 | Q3 2013 | to Q3 2013 |
to Q3 2013 |
| Net sales | 409.3 | 128.6 | 116.4 | (9)% | (72)% |
| Gross profit | 125.4 | 50.5 | 45.6 | (10)% | (64)% |
| Gross profit margin % | 30.6% | 39.3% | 39.1% | ||
| Selling, general and administrative expenses | (53.6 ) | (18.6 ) | (18.2 ) | (2)% | (66)% |
| Research and development expenses | (40.0 ) | (15.0 ) | (14.8 ) | (1)% | (63)% |
| Restructuring expenses | — | (0.7 ) | (1.0 ) | 43 % | n.a |
| Result from operations | 31.9 | 16.2 | 11.6 | n/a | n.a |
| Net earnings 1) | 4.9 | (23.4 ) | (0.9 ) | 2,250 % | (580)% |
| Net earnings per share, diluted in euro 1) | €0.09 | €(0.37) | €(0.01) | 36 % | (10)% |
1) allocated to the shareholders of the parent
Net Sales
| EUR million | Q3 2012 | Q2 2013 | Q3 2013 | % Change Q2 2013 to Q3 2013 |
% Change Q3 2012 to Q3 2013 |
|---|---|---|---|---|---|
| Front-end | 96.1 | 128.6 | 116.4 | (9)% | 21 % |
| Back-end | 313.2 | — | — | n/a | n/a |
| ASMI consolidated | 409.3 | 128.6 | 116.4 | (9)% | (72)% |
Gross Profit (Margin)
| EUR million | Gross profit | Gross profit margin |
Increase or (decrease) percentage points |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Q3 2012 | Q2 2013 | Q3 2013 | Q3 2012 | Q2 2013 | Q3 2013 | Q2 2013 to Q3 2013 |
Q3 2012 to Q3 2013 |
||||
| Front-end | 30.1 | 50.5 | 45.6 | 31.4% | 39.3% | 39.1% | (0.2)ppt | 7.7ppt | |||
| Back-end | 95.3 | — | — | 30.4% | —% | —% | n/a | n/a | |||
| ASMI consolidated | 125.4 | 50.5 | 45.6 | 30.6% | 39.3% | 39.1% | (0.2)ppt | 8.5ppt |
Selling, General and Administrative Expenses
| % Change Q2 2013 to |
% Change Q3 2012 to |
||||
|---|---|---|---|---|---|
| EUR million | Q3 2012 | Q2 2013 | Q3 2013 | Q3 2013 | Q3 2013 |
| Front-end | 16.3 | 18.6 | 18.2 | (2)% | 12 % |
| Back-end | 37.2 | — | — | n/a | n/a |
| ASMI consolidated | 53.6 | 18.6 | 18.2 | (2)% | (66)% |
Research and Development Expenses
| % Change Q2 2013 |
% Change Q3 2012 |
||||
|---|---|---|---|---|---|
| EUR million | Q3 2012 | Q2 2013 | Q3 2013 | to Q3 2013 |
to Q3 2013 |
| Front-end | 15.4 | 15.0 | 14.8 | (1)% | (4)% |
| Back-end | 24.5 | — | — | n/a | n/a |
| ASMI consolidated | 40.0 | 15.0 | 14.8 | (1)% | (63)% |
Result from Operations
| EUR million | Q3 2012 | Q2 2013 | Q3 2013 | Change Q2 2013 to Q3 2013 |
Change Q3 2012 to Q3 2013 |
|---|---|---|---|---|---|
| Front-end | |||||
| Before special items | (1.6) | 16.9 | 12.6 | (4.3) | 14.2 |
| Restructuring expenses | — | (0.7) | (1.0) | (0.3) | (1.0) |
| After special items | (1.6) | 16.2 | 11.6 | (4.6) | 13.2 |
| Back-end | 33.6 | — | — | — | (33.6) |
| ASMI consolidated | 31.9 | 16.2 | 11.6 | (4.6) | (20.3) |
Net Earnings allocated to the shareholders of the parent
| Change Q2 2013 |
Change Q3 2012 |
||||
|---|---|---|---|---|---|
| EUR million | Q3 2012 | Q2 2013 | Q3 2013 | to Q3 2013 |
to Q3 2013 |
| Front-end | |||||
| Before special items | (8.4) | 8.8 | 6.6 | (2.2) | 15.0 |
| Restructuring expenses | — | (0.7) | (1.0) | (0.3) | (1.0) |
| After special items | (8.4) | 8.1 | 5.6 | (2.5) | 14.0 |
| Back-end | |||||
| Until March 15, 2013 consolidated | 13.3 | — | — | — | (13.3) |
| As from March 15, 2013 as a 40% investment | — | 9.2 | 10.8 | 1.6 | 10.8 |
| Total | 13.3 | 9.2 | 10.8 | 1.6 | (2.5) |
| Realized gain on the sale of 11.88% of the ASMPT shares | — | (78.4) | — | 78.4 | — |
| Unrealized remeasurement gain on the remaining 40.08% of the ASMPT shares |
— | 71.6 | — | (71.6) | — |
| Amortization intangibles recognized in purchase price allocation |
— | (34.0) | (17.2) | 16.8 | (17.2) |
| Total net earnings allocated to the shareholders of the parent |
4.9 | (23.4) | (0.9) | 22.5 | (5.8) |
NINE MONTHS ENDED SEPTEMBER 30, 2013
| Nine months ended September 30, | |||||
|---|---|---|---|---|---|
| EUR million, except earnings per share | 2012 | 2013 | % Change | ||
| Net sales | 1,098.2 | 485.3 | (56)% | ||
| Gross profit | 352.6 | 164.6 | (53)% | ||
| Gross profit margin % | 32.1% | 33.9% | |||
| Selling, general and administrative expenses | (148.6 ) | (77.7 ) | (48)% | ||
| Research and development expenses | (111.7 ) | (60.4 ) | (46)% | ||
| Restructuring expenses | — | (1.9 ) | n/a | ||
| Result from operations | 92.3 | 24.6 | (73)% | ||
| Net earnings 1) | 28.9 | 1,385.9 | n/a | ||
| Net earnings per share, diluted in euro 1) | €0.52 | €21.61 | n/a |
1) allocated to the shareholders of the parent
Net Sales
| Nine months ended September 30, | |||
|---|---|---|---|
| EUR million | 2012 | 2013 | % Change |
| Front-end | 277.3 | 325.0 | 17 % |
| Back-end | 820.9 | 160.3 | (80)% |
| ASMI consolidated | 1,098.2 | 485.3 | (56)% |
Gross Profit (Margin)
| Nine months ended September 30, | |||||
|---|---|---|---|---|---|
| Gross profit | Gross profit margin | Increase or (decrease) percentage |
|||
| EUR million | 2012 | 2013 | 2012 | 2013 | points |
| Front-end | 90.0 | 126.2 | 32.4% | 38.8% | 6.4ppt |
| Back-end | 262.6 | 38.4 | 32.0% | 24.0% | (8.0)ppt |
| ASMI consolidated | 352.6 | 164.6 | 32.1% | 33.9% | 1.8ppt |
Selling, General and Administrative Expenses
| Nine months ended September 30, | ||||
|---|---|---|---|---|
| EUR million | 2012 | 2013 | % Change | |
| Front-end | 46.3 | 52.1 | 13 % | |
| Back-end | 102.3 | 25.6 | (75)% | |
| ASMI consolidated | 148.6 | 77.7 | (48)% |
Research and Development Expenses
| Nine months ended September 30, | |||
|---|---|---|---|
| EUR million | 2012 | 2013 | % Change |
| Front-end | 44.4 | 43.3 | (2)% |
| Back-end | 67.3 | 17.1 | (75)% |
| ASMI consolidated | 111.7 | 60.4 | (46)% |
Result from Operations
| Nine months ended September 30, | ||||
|---|---|---|---|---|
| EUR million | 2012 | 2013 | Change | |
| Front-end | ||||
| -Before special items | (0.7) | 30.8 | 31.5 | |
| -Restructuring expenses | — | (1.9) | (1.9) | |
| -After special items | (0.7) | 28.9 | 29.6 | |
| Back-end | 93.0 | (4.3) | (97.3) | |
| ASMI consolidated | 92.3 | 24.6 | (67.7) |
Net Earnings allocated to the shareholders of the parent
| Nine months ended September 30, | |||
|---|---|---|---|
| EUR million | 2012 | 2013 | Change |
| Front-end | |||
| Before special items | (9.7) | 18.7 | 28.4 |
| Restructuring expenses | — | (1.9) | (1.9) |
| After special items | (9.7) | 16.8 | 26.5 |
| Back-end | |||
| Until March 15, 2013 consolidated | 38.5 | (2.8) | (41.3) |
| As from March 15, 2013 as a 40% investment | — | 22.2 | — |
| Total | 38.5 | 19.4 | (19.1) |
| Realized gain on the sale of 11.88% of the ASMPT shares | — | 245.2 | 245.2 |
| Unrealized remeasurement gain on the remaining 40.08% of the ASMPT shares |
— | 1,104.5 | 1,104.5 |
| Total net earnings allocated to the shareholders of the parent | 28.9 | 1,385.9 | 1,357.0 |
ANNEX 3
ASM INTERNATIONAL N.V. CONSOLIDATED STATEMENTS OPERATIONS
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2012 | 2013 | 2012 | 2013 | |
| EUR thousand, except earnings per share | (unaudited) | (unaudited) | (unaudited) | (unaudited) |
| Net sales | 409,284 | 116,429 | 1,098,165 | 485,329 |
| Cost of sales | (283,857) | (70,878) | (745,564) | (320,712) |
| Gross profit | 125,428 | 45,551 | 352,600 | 164,617 |
| Operating expenses: | ||||
| Selling, general and administrative | (53,556) | (18,211) | (148,592) | (77,708) |
| Research and development | (39,951) | (14,821) | (111,684) | (60,358) |
| Restructuring expenses | — | (964) | — | (1,949) |
| Total operating expenses | (93,506) | (33,996) | (260,275) | (140,015) |
| Earnings from operations | 31,922 | 11,555 | 92,326 | 24,602 |
| Net interest expense | (3,112) | (303) | (8,314) | (1,353) |
| Accretion of interest | (1,221) | — | (3,724) | (10) |
| Foreign currency exchange losses | (5,835) | (3,705) | (2,518) | (4,308) |
| Result from investments | — | (6,464) | — | 1,371,895 |
| Earnings before income taxes | 21,754 | 1,082 | 77,769 | 1,390,826 |
| Income tax expense | (4,631) | (1,957) | (13,542) | (7,552) |
| Net earnings | 17,123 | (875) | 64,227 | 1,383,275 |
| Allocation of net earnings: | ||||
| Shareholders of the parent | 4,908 | (875) | 28,882 | 1,385,868 |
| Minority interest | 12,215 | — | 35,345 | (2,593) |
| Net earnings per share, allocated to the | ||||
| shareholders of the parent: | ||||
| Basic net earnings | 0.09 | (0.01) | 0.52 | 21.94 |
| Diluted net earnings (1) | 0.09 | (0.01) | 0.52 | 21.61 |
| Weighted average number of shares used in | ||||
| computing per share amounts (in thousands): | ||||
| Basic | 54,989 | 63,171 | 55,175 | 63,171 |
| Diluted (1) | 55,433 | 63,171 | 55,545 | 64,144 |
| Outstanding shares: | 54,992 | 63,195 | 54,992 | 63,195 |
(1) The calculation of diluted net earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in earnings of the Company. Only instruments that have a dilutive effect on net earnings are included in the calculation. The assumed conversion results in adjustment in the weighted average number of common shares and net earnings due to the related impact on interest expense. The calculation is done for each reporting period individually. The possible increase of common shares caused by employee stock options for the three month ended September 30, 2013 with 845,138 common shares and for the nine month ended September 30, 2013 with 972,776 common shares, adjustments have been reflected in the diluted weighted average number of shares and net earnings per share for this period.
ASM INTERNATIONAL N.V. CONSOLIDATED BALANCE SHEETS
| December 31, | September 30, | |
|---|---|---|
| 2012 | 2013 | |
| EUR thousand | (unaudited) | |
| Assets | ||
| Cash and cash equivalents | 290,475 | 303,611 |
| Accounts receivable, net | 304,840 | 64,357 |
| Inventories, net | 403,400 | 117,226 |
| Income taxes receivable | 890 | 1,173 |
| Deferred tax assets | 17,967 | 4,919 |
| Other current assets | 79,979 | 13,203 |
| Total current assets | 1,097,551 | 504,489 |
| Pledged cash | 20,000 | — |
| Debt issuance costs | 735 | 394 |
| Deferred tax assets | 5,955 | 1,330 |
| Other intangible assets | 13,915 | 6,569 |
| Goodwill, net | 51,888 | 11,421 |
| Investments | 278 | 278 |
| Associates | — | 1,339,090 |
| Other non current assets | 10,828 | 639 |
| Assets held for sale | 5,998 | 5,212 |
| Evaluation tools at customers | 16,922 | 14,085 |
| Property, plant and equipment, net | 275,436 | 51,424 |
| Total Assets | 1,499,506 | 1,934,930 |
| Liabilities and Shareholders' Equity | ||
| Notes payable to banks | 61,675 | — |
| Accounts payable | 151,761 | 39,022 |
| Other current payables | 170,683 | 47,787 |
| Income taxes payable | 27,625 | 7,139 |
| Deferred tax liability - current | 36 | — |
| Current portion of long-term debt | 6,316 | — |
| Total current liabilities | 418,096 | 93,948 |
| Pension liabilities | 12,540 | 3,111 |
| Deferred tax liabilities | 952 | — |
| Provision for warranty | 5,298 | — |
| Long-term debt | 12,632 | — |
| Total Liabilities | 449,518 | 97,059 |
| Total Shareholders' Equity | 741,876 | 1,837,871 |
| Non-controlling interest | 308,112 | — |
| Total Equity | 1,049,988 | 1,837,871 |
| Total Liabilities and Equity | 1,499,506 | 1,934,930 |
ASM INTERNATIONAL N.V. CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2012 | 2013 | 2012 | 2013 | |
| EUR thousand | (unaudited) | (unaudited) | (unaudited) | (unaudited) |
| Cash flows from operating activities: | ||||
| Net earnings | 17,123 | (875) | 64,227 | 1,383,276 |
| Adjustments to reconcile net earnings to net cash from operating activities: |
||||
| Depreciation and amortization | 15,099 | 4,966 | 41,996 | 23,274 |
| Amortization of debt issuance costs | 380 | 109 | 1,153 | 341 |
| Compensation expense employee stock option plan | 7,862 | 1,197 | 16,919 | 4,001 |
| Additional non-cash interest | 1,221 | — | 3,724 | 10 |
| Associates | — | 6,464 | — | (1,371,895) |
| Income taxes | 724 | 738 | (20,914) | 1,847 |
| Deferred income taxes | (2,514) | (38) | (12,159) | (1,171) |
| Changes in other assets and liabilities: | ||||
| Inventories | 10,780 | 3,289 | (53,104) | (27,813) |
| Accounts receivable | (20,880) | 19,741 | (29,032) | 12,669 |
| Accounts payable | (33,497) | (1,082) | 17,443 | 4,761 |
| Other current assets | (16,108) | (137) | (37,858) | 7,228 |
| Net cash provided (used) by operating activities | (19,810) | 34,373 | (7,605) | 36,526 |
| Cash flows from investing activities: | ||||
| Capital expenditures | (14,100) | (2,026) | (48,506) | (8,970) |
| Purchase of intangible assets | (700) | — | (2,982) | (433) |
| Disposal of investments | — | — | — | 298,307 |
| Proceeds from sale of property, plant and equipment |
252 | 1,611 | 629 | 2,663 |
| Net cash used in investing activities | (14,548) | (414) | (50,859) | 291,568 |
| Cash flows from financing activities: | ||||
| Notes payable to banks, net | 18,567 | — | 45,441 | (39,349) |
| Net proceeds from long-term debt | — | — | — | 18,980 |
| Repayments of long-term debt and subordinated debt |
(11,956) | — | (14,130) | (1,538) |
| Sale (Purchase) of treasury shares | — | — | (13,361) | — |
| Purchase of treasury shares ASMPT | — | — | (3,552) | — |
| Proceeds from issuance of common shares | 422 | 211 | 1,760 | 1,236 |
| Proceeds from non consolidated investments | — | 5,551 | — | 10,277 |
| Dividend to minority shareholders ASMPT | (12,182) | — | (27,024) | — |
| Dividend to shareholders ASMI | (97) | — | (27,519) | (31,681) |
| Capital distribution | — | (269,667) | — | (269,667) |
| Net cash provided (used) in financing activities | (5,246) | (263,906) | (38,385) | (311,742) |
| Exchange rate effects | 3,192 | (1,884) | 3,918 | (3,215) |
| Net increase (decrease) in cash and cash equivalents |
(36,412) | (231,831) | (92,931) | 13,137 |
| Cash and cash equivalents at beginning of period | 333,732 | 535,442 | 390,250 | 290,475 |
| Cash and cash equivalents at end of period | 297,317 | 303,611 | 297,317 | 303,611 |
ASM INTERNATIONAL N.V. DISCLOSURE ABOUT SEGMENTS AND RELATED INFORMATION (1/3)
The Company organizes its activities in two operating segments, Front-end and Back-end.
The Front-end segment manufactures and sells equipment used in wafer processing, encompassing the fabrication steps in which silicon wafers are layered with semiconductor devices. The segment is a product driven organizational unit comprised of manufacturing, service, and sales operations in Europe, the United States, Japan and Southeast Asia.
The Back-end segment manufactures and sells equipment and materials used in assembly and packaging, encompassing the processes in which silicon wafers are separated into individual circuits and subsequently assembled, packaged and tested. The segment is organized in ASM Pacific Technology Ltd., in which the Company held a majority interest until March 15, 2013. As per March 15, 2013 the Company holds a 40.08% share in ASMPT. Per the same date control on ASMPT ceased and the numbers are deconsolidated. The remaining shares are listed on the Stock Exchange of Hong Kong. The segment's main operations are located in Hong Kong, Singapore, the People's Republic of China, Malaysia and Germany.
| Three months ended September 30, 2012 | |||
|---|---|---|---|
| Front-end | Back-end | Total | |
| EUR thousand | (unaudited) | (unaudited) | (unaudited) |
| Net sales to unaffiliated customers | 96,072 | 313,212 | 409,284 |
| Gross profit | 30,135 | 95,292 | 125,428 |
| Earnings (loss) from operations | (1,648) | 33,569 | 31,922 |
| Net interest income (expense) | (3,163) | 52 | (3,112) |
| Accretion of interest | (1,201) | (20) | (1,221) |
| Foreign currency exchange losses | (4,279) | (1,556) | (5,835) |
| Income tax income (expense) | 1,877 | (6,508) | (4,631) |
| Net earnings | (8,414) | 25,537 | 17,123 |
| Net earnings allocated to: | |||
| Shareholders of the parent | 4,908 | ||
| Minority interest | 12,215 | ||
| Capital expenditures and purchase of intangible assets | 2,296 | 12,504 | 14,801 |
| Depreciation and amortization | 4,597 | 10,501 | 15,099 |
| Three months ended September 30, 2013 | |||
|---|---|---|---|
| (unaudited) | (unaudited) | (unaudited) | |
| Net sales to unaffiliated customers | 116,429 | — | 116,429 |
| Gross profit | 45,551 | — | 45,551 |
| Earnings from operations | 11,555 | — | 11,555 |
| Net interest expense | (303) | — | (303) |
| Foreign currency exchange losses | (3,705) | — | (3,705) |
| Result from investments | — | (6,464) | (6,464) |
| Income tax expense | (1,957) | — | (1,957) |
| Net earnings (loss) | 5,589 | (6,464) | (875) |
| Net earnings allocated to: | |||
| Shareholders of the parent | (875) | ||
| Minority interest | — | ||
| Capital expenditures and purchase of intangible assets | 2,026 | — | 2,026 |
| Depreciation and amortization | 4,966 | — | 4,966 |
ASM INTERNATIONAL N.V. DISCLOSURE ABOUT SEGMENTS AND RELATED INFORMATION (2/3)
| Nine months ended September 30, 2012 | |||
|---|---|---|---|
| Front-end | Back-end | Total | |
| EUR thousand | (unaudited) | (unaudited) | (unaudited) |
| Net sales to unaffiliated customers | 277,305 | 820,859 | 1,098,165 |
| Gross profit | 89,980 | 262,620 | 352,600 |
| Earnings from operations | (702) | 93,028 | 92,326 |
| Net interest income (expense) | (8,778) | 463 | (8,314) |
| Accretion of interest | (3,511) | (213) | (3,724) |
| Foreign currency exchange losses | (947) | (1,570) | (2,518) |
| Income tax income (expense) | 4,276 | (17,818) | (13,542) |
| Net earnings (loss) | (9,663) | 73,890 | 64,227 |
| Net earnings allocated to: | |||
| Shareholders of the parent | 28,882 | ||
| Minority interest | 35,345 | ||
| Capital expenditures and purchase of intangible assets | 13,795 | 37,694 | 51,489 |
| Depreciation and amortization | 12,810 | 29,186 | 41,996 |
| Cash and cash equivalents | 184,902 | 112,416 | 297,317 |
| Pledged cash | — | 20,000 | 20,000 |
| Capitalized goodwill | 11,421 | 41,042 | 52,462 |
| Other intangible assets | 9,483 | 4,215 | 13,698 |
| Other identifiable assets | 346,823 | 884,247 | 1,231,070 |
| Total assets | 552,628 | 1,061,920 | 1,614,548 |
| Total debt | 144,293 | 85,060 | 229,353 |
| Headcount in full-time equivalents ¹ | 1,702 | 16,681 | 18,383 |
(1) Headcount includes those employees with a fixed contract, and is exclusive of temporary workers.
| Nine months ended September 30, 2013 | ||||
|---|---|---|---|---|
| Front-end | Back-end | Total | ||
| EUR thousand | (unaudited) | (unaudited)² | (unaudited) | |
| Net sales to unaffiliated customers | 325,043 | 160,286 | 485,329 | |
| Gross profit | 126,227 | 38,390 | 164,617 | |
| Earnings from operations | 28,889 | (4,287) | 24,602 | |
| Net interest expense | (1,041) | (312) | (1,353) | |
| Accretion of interest | — | (10) | (10) | |
| Foreign currency exchange gains (losses) | (5,156) | 847 | (4,308) | |
| Result from investments | — | 1,371,895 | 1,371,895 | |
| Income tax expense | (5,915) | (1,637) | (7,552) | |
| Net earnings | 16,778 | 1,366,497 | 1,383,275 | |
| Net earnings allocated to: | ||||
| Shareholders of the parent | 1,385,868 | |||
| Minority interest | (2,593) | |||
| Capital expenditures and purchase of intangible assets | 2,942 | 6,460 | 9,402 |
Depreciation and amortization 14,682 8,591 23,274
Cash and cash equivalents 303,611 — 303,611 Capitalized goodwill 11,421 — 11,421 Other intangible assets 6,569 — 6,569 Investments & Associates 278 1,339,090 1,339,368 Other identifiable assets 273,961 — 273,961 Total assets 595,840 1,339,090 1,934,930 Total debt — — — Headcount in full-time equivalents ¹ 1,503 — 1,503
ASM INTERNATIONAL N.V. DISCLOSURE ABOUT SEGMENTS AND RELATED INFORMATION (3/3)
(1) Headcount includes those employees with a fixed contract, and is exclusive of temporary workers.
(2) Operational results and cash flow numbers relate to the period January 1, 2013 - March 15, 2013.
ASM INTERNATIONAL N.V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Basis of Presentation
ASM International N.V, ("ASMI") follows accounting principles generally accepted in the United States of America ("US GAAP").
Amounts are rounded to the nearest thousand euro; therefore amounts may not equal (sub) totals due to rounding.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of ASMI and its subsidiaries, where ASMI holds a controlling interest. The non-controlling interest of third parties is disclosed separately in the Consolidated Financial Statements. All intercompany profits, transactions and balances have been eliminated in consolidation.
Change in accounting policies
No significant changes in accounting policies incurred during the third quarter of 2013.
ASM INTERNATIONAL N.V. RECONCILIATION US GAAP - IFRS
Accounting principles under IFRS
ASMI's primary consolidated financial statements are and will continue to be prepared in accordance with US GAAP. However, ASMI is required under Dutch law to report its Consolidated Financial Statements in accordance with International Financial Reporting Standards ("IFRS"). As a result of the differences between IFRS and US GAAP that are applicable to ASMI, the Consolidated Statement of Operations and Consolidated Balance Sheet reported in accordance with IFRS differ from those reported in accordance with US GAAP. The major differences relate to development costs, goodwill, pensions and inventory obsolescence reserve.
The reconciliation between IFRS and US GAAP is as follows:
| Net earnings | ||||
|---|---|---|---|---|
| Three months ended September 30, | Six months ended September 30, | |||
| EUR million, except per share | 2012 (unaudited) | 2013 (unaudited) | 2012 (unaudited) | 2013 (unaudited) |
| US GAAP, net earnings allocated to common shares |
4.9 | (0.9) | 28.9 | 1,385.9 |
| Adjustments for IFRS | ||||
| Reversal inventory write downs | 0.1 | — | 0.1 | 0.4 |
| Tax rate difference on eliminated intercompany profit |
— | — | (0.6) | 0.2 |
| Goodwill | — | — | — | 9.5 |
| Development expenses | 2.2 | 0.3 | 8.5 | 1.3 |
| Debt issuance fees | 0.1 | 0.1 | 0.3 | 0.3 |
| Total adjustments | 2.4 | 0.4 | 8.3 | 11.7 |
| IFRS | 7.3 | (0.5) | 37.2 | 1,397.6 |
| IFRS allocation of net earnings for common shares: |
||||
| Continued operations | (6.0) | (0.5) | (0.8) | (10.1) |
| Discontinued operations 1) | 13.3 | — | 38.0 | 1,407.7 |
1) Discontinued operations include the ASMI share in net earnings of ASMPT until March 15, 2013, net result on the sale of ASMI's 12% share and the remeasurement gain on the remaining ASMI share.
Net earnings per share, diluted:
| Continued operations | €(0.11) | €(0.01) | €(0.01) | €(0.16) |
|---|---|---|---|---|
| Discontinued operations | €0.24 | €0.00 | €0.68 | €21.95 |
| Total operations | €0.13 | €(0.01) | €0.67 | €21.79 |
| Shareholders' equity | |||
|---|---|---|---|
| September 30, | September 30, | ||
| 2012 | 2013 | ||
| EUR million | (unaudited) | (unaudited) | |
| US GAAP | 978.0 | 1,837.9 | |
| Adjustments for IFRS: | |||
| Goodwill | (10.7) | (0.9) | |
| Debt issuance fees | (0.8) | (0.4) | |
| Reversal inventory write downs | 1.7 | 2.3 | |
| Development expenses | 53.6 | 49.9 | |
| Tax rate difference on eliminated intercompany profit |
(0.4) | — | |
| Pension plans | (0.2) | (0.3) | |
| Total adjustments | 43.2 | 50.6 | |
| IFRS | 1,021.2 | 1,888.5 |