SAN JOSE, Calif., February 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."
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.comand 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) 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.
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).
(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.
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