-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FWCGhMDtCfyzj7cFiwZqKu/SS9eDvVIj11zo+KwntyyTdRCC2CMaUvAOoNDSp/9X gWr4aDsCdjRVLUJvALCcjA== 0000950134-04-014953.txt : 20041013 0000950134-04-014953.hdr.sgml : 20041013 20041013162526 ACCESSION NUMBER: 0000950134-04-014953 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041013 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041013 DATE AS OF CHANGE: 20041013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVELLUS SYSTEMS INC CENTRAL INDEX KEY: 0000836106 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 770024666 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17157 FILM NUMBER: 041077221 BUSINESS ADDRESS: STREET 1: 4000 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089439700 MAIL ADDRESS: STREET 1: 81 VISTA MONTANA STREET 2: 81 VISTA MONTANA CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 f02369e8vk.htm FORM 8-K e8vk
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): October 13, 2004

NOVELLUS SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

California
(State or Other Jurisdiction of Incorporation)

     
0-17157   77-0024666
(Commission File Number)   (I.R.S. Employer Identification No.)

4000 North First Street, San Jose, California 95134
(Address of Principal Executive Offices) (Zip Code)

(408) 943-9700
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 2.02. Results of Operations and Financial Condition
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

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Item 2.02. Results of Operations and Financial Condition.

On October 13, 2004, Novellus Systems, Inc. (the “Company”) announced via press release the Company’s results for its third quarter ended September 25, 2004. A copy of the Company’s press release is attached hereto as Exhibit 99.1. This Form 8-K and the attached exhibit are provided under Item 2.02 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(c)   Exhibits.

The exhibit listed below is being furnished with this Form 8-K.

     
Exhibit    
Number
   Description
99.1
  Third Quarter 2004 Financial Press Release dated October 13, 2004.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  NOVELLUS SYSTEMS, INC.
 		  
  By:   /s/ Kevin S. Royal    
    Kevin S. Royal   
    Vice President and Chief Financial Officer   
 

Date: October 13, 2004

 

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EXHIBIT INDEX

     
Exhibit    
Number
   Description
99.1
  Third Quarter 2004 Financial Press Release dated October 13, 2004.

 

EX-99.1 2 f02369exv99w1.txt EXHIBIT 99.1 . . . EXHIBIT 99.1 CONTACTS: Kevin S. Royal Matthew Grech Vice President and Chief Financial Officer Vice President, Investment and Investor Relations Novellus Systems, Inc. Novellus Systems, Inc. Phone: (408) 943-9700 Phone: (408) 943-9700
FOR IMMEDIATE RELEASE NOVELLUS SYSTEMS REPORTS THIRD QUARTER 2004 RESULTS SAN JOSE, Calif., October 13, 2004--Novellus Systems, Inc. (Nasdaq: NVLS) today reported net sales and results of operations for its third quarter ended September 25, 2004. Net sales for the quarter were $415.9 million, up 23.0 percent from $338.2 million in the second quarter of 2004 and up 88.1 percent from the third quarter 2003 net sales of $221.1 million. Net income for the quarter was $64.7 million or $0.45 per diluted share, up $26.9 million or 71.0 percent from the second quarter 2004 net income of $37.8 million or $0.25 per diluted share compared with a third quarter 2003 net loss of $97.6 million or ($0.64) per diluted share. The current quarter results include, in other income, net, a cash receipt of $8.0 million and, in selling, general and administrative, the reversal of $8.1 million previously accrued as a result of the settlement of litigation with Applied Materials, Inc. The quarter results also include a pre-tax charge of $2.9 million related to the settlement of litigation with Semitool, Inc. and the reversal of a previously recorded restructuring accrual of $0.9 million. Without these net benefits, third quarter net income would have been $54.7 million, or $0.38 per diluted share. In comparison, results for the second quarter of 2004 included a $6.1 million charge for acquired in-process research and development associated with the acquisition of Angstron Systems, Inc. Without this charge, second quarter net income would have been $43.9 million, or $0.29 per diluted share. Last year's third quarter results included an after-tax charge of $62.8 million for a cumulative effect of a change in accounting principle related to the consolidation of certain properties previously accounted for as synthetic leases, a $59.8 million charge for restructuring and inventory write-down and a litigation settlement of $2.7 million. Without these charges, net income for the third quarter of 2003 would have been $6.1 million, or $0.04 per diluted share. Shipments of $382.2 million in the current quarter represent an increase of $16.2 million or 4.4 percent from $366.1 million reported in the second quarter of 2004. Deferred revenue at the end of the quarter was $147.4 million, a decrease of $33.7 million or 18.6 percent from $181.1 million at the end of the second quarter of 2004. The financial measures set forth above, which present net income excluding unusual charges and benefits and revenue on a shipments basis, are not in accordance with U.S. generally accepted accounting principles (GAAP). The Company believes that these non-GAAP financial measures provide further insight into the results of ongoing operations and enhance the comparability of those results to results in prior periods because they assist shareholder understanding of the effects of unusual charges and benefits on the quarter's results and allow comparability to revenue recognition on a shipments basis. Cash, cash equivalents, restricted cash and short-term investments as of September 25, 2004 were $688.0 million, a decrease of $194.3 million or 22.0 percent from the second quarter 2004 ending balance of $882.3 million. During the third quarter of 2004, approximately $219.2 million was used to repurchase common shares. "We saw a significant weakening in our bookings outlook in the month of September. We believe this is a direct result of customer cautiousness stemming from the well-discussed inventory correction that is occurring in the semiconductor industry," said Richard S. Hill, chairman and chief executive officer of Novellus Systems, Inc. "Despite this near term choppiness, we remain confident in our relative product positioning within the semiconductor equipment industry as well as in the longer term prospects for our industry." "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: The statements regarding the Company's (i) belief that its weakening bookings outlook results from customer cautiousness related to the semiconductor industry inventory correction, (ii) confidence in its product positioning relative to that of its competitors, and (iii) confidence in the longer term prospects of the semiconductor equipment industry, as well as other matters discussed in this news release that are not purely historical data, are forward-looking statements. The forward-looking statements involve risks and uncertainties, including, but not limited to, misattribution of the Company's weakening bookings outlook to an industry inventory correction, inaccurate assessment of the product needs of semiconductor manufacturers, a long-term downturn in the semiconductor industry, and other risks indicated in our filings with the Securities and Exchange Commission (SEC). Actual results could differ materially. We assume no obligation to update this information. For more details, please refer to our SEC filings, including our Annual Report on Form 10-K for the year ended December 31, 2003, our Quarterly Reports on Form 10-Q for the quarters ended March 27, 2004 and June 26, 2004, and our Current Reports on Form 8-K filed July 12, 2004, September 10, 2004 and September 24, 2004. ABOUT NOVELLUS: Novellus Systems, Inc., an S&P 500 company, manufactures, markets and services advanced deposition, surface preparation and chemical mechanical planarization equipment for today's advanced integrated circuits. Our products are designed for high-volume production of advanced, leading-edge semiconductor devices at the lowest possible cost. Headquartered in San Jose, Calif., with subsidiaries throughout the United States, as well as in the United Kingdom, France, Germany, the Netherlands, Ireland, Italy, Israel, India, China, Japan, Korea, Malaysia, Singapore and Taiwan, we are a publicly traded company on the Nasdaq stock exchange (Nasdaq: NVLS) and a component of the Nasdaq-100 Index(R). Additional information about Novellus is available on our home page at www.novellus.com. NOVELLUS SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED NINE MONTHS ENDED --------------------------------------- -------------------------- (In thousands, except per share amounts) SEPTEMBER 25 JUNE 26 SEPTEMBER 27 SEPTEMBER 25 SEPTEMBER 27 (Unaudited) 2004 2004 2003 2004 2003 - --------------------------------------------------------------- ------------- ---------- ------------ ------------ ------------- Net sales $ 415,935 $ 338,219 $ 221,099 $1,017,016 $ 698,559 Cost of sales 214,824 168,539 162,323 521,620 424,647 ------------ --------- ----------- ---------- ----------- Gross profit 201,111 169,680 58,776 495,396 273,912 % 48.4% 50.2% 26.6% 48.7% 39.2% Operating expenses: Selling, general and administrative 49,585 47,225 40,123 139,213 127,197 Research and development 68,202 63,471 59,858 190,630 173,374 Restructuring and other charges (benefits) (923) - 15,838 (923) 15,838 Acquired in-process research and development - 6,124 - 6,124 - Legal settlement 2,900 - 2,691 5,400 2,691 ------------ --------- ----------- ---------- ----------- Total operating expenses 119,764 116,820 118,510 340,444 319,100 % 28.8% 34.5% 53.6% 33.5% 45.7% Income (loss) from operations 81,347 52,860 (59,734) 154,952 (45,188) % 19.6% 15.6% -27.0% 15.2% -6.5% Other income, net 9,726 2,896 2,722 15,371 13,911 ------------ --------- ----------- ---------- ----------- Income (loss) before income taxes 91,073 55,756 (57,012) 170,323 (31,277) Provision (benefit) for income taxes 26,411 17,945 (22,224) 51,169 (15,791) ------------ --------- ----------- ---------- ----------- Income (loss) before cumulative effect of a change in accounting principle 64,662 37,811 (34,788) 119,154 (15,486) Cumulative effect of a change in accounting principle, net of tax - - (62,780) - (62,780) ------------ --------- ----------- ---------- ----------- Net income (loss) 64,662 37,811 (97,568) 119,154 (78,266) ============ ========= =========== ========== =========== Net income (loss) per share: Basic Income (loss) before cumulative effect of a change in accounting principle $ 0.45 $ 0.25 $ (0.23) $ 0.80 $ (0.10) Cumulative effect of a change in accounting principle, net of tax - - (0.41) - (0.42) ------------ --------- ----------- ---------- ----------- Basic net income (loss) per share $ 0.45 $ 0.25 $ (0.64) $ 0.80 $ (0.52) ============ ========= =========== ========== =========== Diluted Income (loss) before cumulative effect of a change in accounting principle $ 0.45 $ 0.25 $ (0.23) $ 0.79 $ (0.10) Cumulative effect of a change in accounting principle, net of tax - - (0.41) - (0.42) ------------ --------- ----------- ---------- ----------- Diluted net income (loss) per share $ 0.45 $ 0.25 $ (0.64) $ 0.79 $ (0.52) ============ ========= =========== ========== =========== Shares used in basic per share calculation 142,333 149,112 151,280 148,119 150,221 ============ ========= =========== ========== =========== Shares used in diluted per share calculation 143,574 151,386 151,280 150,353 150,221 ============ ========= =========== ========== ===========
NOVELLUS SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (EXCLUDING CERTAIN UNUSUAL (CHARGES) BENEFITS)(1)
THREE MONTHS ENDED NINE MONTHS ENDED --------------------------------------- --------------------------- (In thousands, except per share amounts) SEPTEMBER 25 JUNE 26 SEPTEMBER 27 SEPTEMBER 25 SEPTEMBER 27 (Unaudited) 2004 2004 2003 2004 2003 - ----------------------------------------------------- ------------ ----------- ------------ ------------- ------------ Net sales $ 415,935 $ 338,219 $ 221,099 $ 1,017,016 $ 698,559 Cost of sales 214,824 168,539 118,371 521,620 380,695 ----------- ---------- ----------- ------------ ----------- Gross profit 201,111 169,680 102,728 495,396 317,864 % 48.4% 50.2% 46.5% 48.7% 45.5% Operating expenses: Selling, general and administrative 57,661 47,225 40,123 147,289 127,197 Research and development 68,202 63,471 59,858 190,630 173,374 ----------- ---------- ----------- ------------ ----------- Total operating expenses 125,863 110,696 99,981 337,919 300,571 % 30.3% 32.7% 45.2% 33.2% 43.0% Income from operations 75,248 58,984 2,747 157,477 17,293 % 18.1% 17.4% 1.2% 15.5% 2.5% Other income, net 1,726 2,896 2,722 7,371 13,911 ----------- ---------- ----------- ------------ ----------- Income before income taxes 76,974 61,880 5,469 164,848 31,204 Provision (benefit) for income taxes 22,322 17,945 (668) 47,805 5,765 ----------- ---------- ----------- ------------ ----------- Net income 54,652 43,935 6,137 117,043 25,439 =========== ========== =========== ============ =========== Net income per share: Basic net income per share $ 0.38 $ 0.29 $ 0.04 $ 0.79 $ 0.17 =========== ========== =========== ============ =========== Diluted net income per share $ 0.38 $ 0.29 $ 0.04 $ 0.78 $ 0.17 =========== ========== =========== ============ =========== Shares used in basic per share calculation 142,333 149,112 151,280 148,119 150,221 =========== ========== =========== ============ =========== Shares used in diluted per share calculation 143,574 151,386 155,452 150,353 153,572 =========== ========== =========== ============ ===========
A reconciliation of our net income excluding certain unusual charges and benefits to our net income (loss) under accounting principles generally accepted in the United States of America is presented below: NET INCOME EXCLUDING UNUSUAL (CHARGES) AND BENEFITS $ 54,652 $ 43,935 $ 6,137 $ 117,043 $ 25,439 UNUSUAL (CHARGES) AND BENEFITS: Acquired in-process research and development - (6,124) - (6,124) - Cumulative effect of a change in accounting principle - - (62,780) - (62,780) Inventory write-down - - (43,952) - (43,952) Restructuring and other (charges) benefits 923 - (15,838) 923 (15,838) Legal settlement (2,900) - (2,691) (5,400) (2,691) Reversal of liability in connection with Applied Materials settlement (included in SG&A) 8,076 - - 8,076 - Cash receipt from Applied Materials settlement (included in Other income, net) 8,000 - - 8,000 - ----------- ---------- ----------- ------------ ----------- Total (charges) and benefits 14,099 (6,124) (125,261) 5,475 (125,261) Adjustments to provision (benefit) for income taxes (4,089) - 21,556 (3,364) 21,556 ----------- ---------- ----------- ------------ ----------- NET INCOME (LOSS) $ 64,662 $ 37,811 $ (97,568) $ 119,154 $ (78,266) =========== ========== =========== ============ ===========
(1) The condensed consolidated statements of operations (excluding certain unusual charges and benefits) are intended to present our operating results, excluding certain unusual charges, benefits and related adjustments to provision (benefit) for income taxes. These condensed consolidated statements of operations are not in accordance with or an alternative for accounting principles generally accepted in the United States of America and may be different from similar measures by other companies. NOVELLUS SYSTEMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 25 DECEMBER 31 2004 2003 (In thousands) (Unaudited) * - ---------------------------------------------- ------------ ----------- ASSETS Current assets: Cash and short-term investments $ 510,386 $1,002,132 Accounts receivable, net 426,658 231,760 Inventories 250,161 199,100 Deferred taxes and other current assets 155,859 138,996 ---------- ---------- Total current assets 1,343,064 1,571,988 Property and equipment, net 486,229 506,567 Restricted cash 177,637 2,861 Goodwill 277,922 173,267 Intangible and other assets 113,581 84,217 ---------- ---------- TOTAL ASSETS $2,398,433 $2,338,900 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 244,639 $ 150,945 Deferred profit 71,998 46,821 Income taxes payable 54,378 10,293 Current obligations under lines of credit 5,399 13,023 ---------- ---------- Total current liabilities 376,414 221,082 Long-term debt 154,925 - Other liabilities 50,895 45,958 ---------- ---------- Total liabilities 582,234 267,040 ---------- ---------- Shareholders' equity: Common stock 1,445,797 1,565,926 Retained earnings and accumulated other comprehensive income 370,402 505,934 ---------- ---------- Total shareholders' equity 1,816,199 2,071,860 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $2,398,433 $2,338,900 ========== ==========
* The December 31, 2003 condensed consolidated balance sheet was derived from our audited consolidated financial statements. -----END PRIVACY-ENHANCED MESSAGE-----