Fourth quarter Net Loss amounted to € 6.7 million or € 0.14 per share
Fourth quarter 2002 Net Sales € 137.3 million, up 30% compared to fourth quarter 2001 and 2 % down from previous quarter
€ 561.1 million for the year 2001. Net sales of wafer processing equipment (Front-end segment) amounted to € 266.9 million, a decrease of 20.7% compared to 2001 and represented 51.4% of total net sales. Net sales of assembly and packaging equipment and materials (Back-end segment) amounted to € 251.9 million, an increase of 12.2% compared to 2001 ( or 18.3% growth when calculated in HK$, the reporting currency of our Back-end operations ). Back-end represents 48.6% of consolidated ASMI net sales.
€ 10.4 million in 2002 compared to a net expense of € 1.0 million in 2001. For the fourth quarter of 2002 the net expense was € 3.6 million compared to a net expense of € 0.7 million in the fourth quarter of 2001. The increase in net expense in 2002 was the result of increased borrowings and the full impact of the Company's US$ 115.0 million 5% convertible notes, issued in November 2001, amortization of debt issuance costs related to these convertible notes, and a foreign exchange loss as a result of the changes in foreign exchanges rates between the Euro, the US dollar, the Hong Kong dollar and the Japanese yen in 2002, compared to a small foreign exchange gain in 2001.
€ 35.0 million with terms of 12 and 18 months, respectively. At December 31, 2002 ASMI had drawn € 10.0 million under this facility, which is available to support the Front End operations of our Group. At year-end ASMI had a total of € 94.5 million in undrawn bank facilities available for use in its Front-end operations and € 48.7 for use in the Back-end operations
| ASM INTERNATIONAL N.V. | ||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
| (thousands except per share data) | in Euro | |||
| Three months ended December 31, | Year ended December 31, | |||
| 2001 | 2002 | 2001 | 2002 | |
| (unaudited) | (unaudited) | |||
| Net sales | 105.279 | 137.334 | 561.064 | 518.802 |
| Cost of sales | 66.358- | 86.428- | 337.743- | 328.077- |
| Gross profit | 38.921 | 50.906 | 223.321 | 190.725 |
| Operating expenses: | ||||
| Selling, general and administrative | 26.006- | 28.799- | 111.851- | 108.393- |
| Research and development | 20.991- | 24.471- | 79.661- | 88.334- |
| Amortization of goodwill | 1.876- | - | 7.558- | - |
| Total operating expenses | 48.873- | 53.270- | 199.070- | 196.727- |
| Earnings (loss) from operations | 9.952- | 2.364- | 24.251 | 6.002- |
| Net interest and other financial income (expenses) | 696- | 3.591- | 984- | 10.416- |
| Earnings (loss) before income taxes and minority interest | 10.648- | 5.955- | 23.267 | 16.418- |
| Income taxes | 1.776 | 669 | 4.711- | 1.165 |
| Earnings (loss) before minority interest | 8.872- | 5.286- | 18.556 | 15.253- |
| Minority interest | 1.079- | 2.689- | 13.373- | 15.890- |
| Gain on dilution of investment in subsidiary | 915 | 1.281 | 915 | 1.281 |
| Net earnings (loss) | 9.036- | 6.694- | 6.098 | 29.862- |
| Basic net earnings (loss) per share | (0,18) | (0,14) | 0,12 | (0,61) |
| Diluted net earnings (loss) per share (1) | (0,18) | (0,14) | 0,12 | (0,61) |
| Weighted average number of shares used in | ||||
| computing per share amounts (in thousands): | ||||
| Basic | 49.063 | 49.270 | 48.944 | 49.170 |
| Diluted (1) | 49.063 | 49.270 | 49.958 | 49.170 |
| Adjusted amounts - Adoption of SFAS No. 142 (2): | ||||
| Reported net earnings (loss) | (9.036) | (6.694) | 6.098 | (29.862) |
| Add back: amortization of goodwill | 1.876 | - | 7.558 | - |
| Adjusted net earnings (loss) | (7.160) | (6.694) | 13.656 | (29.862) |
| Reported basic net earnings (loss) per share | (0,18) | (0,14) | 0,12 | (0,61) |
| Amortization of goodwill per share | 0,04 | - | 0,16 | - |
| Adjusted basic net earnings (loss) per share | (0,14) | (0,14) | 0,28 | (0,61) |
| Reported diluted net earnings (loss) per share | (0,18) | (0,14) | 0,12 | (0,61) |
| Amortization of goodwill per share | 0,04 | - | 0,15 | - |
| Adjusted diluted net earnings (loss) per share | (0,14) | (0,14) | 0,27 | (0,61) |
| (1) The calculation of diluted net earnings (loss) 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 (loss) are included in the calculation. The assumed conversion results | ||||
| in adjustment in the weighted average number of common shares and net earnings (loss) due to the related impact on interest expense. | ||||
| The calculation is done for each reporting period individually. Due to the loss reported in the three months ended December 31, 2001 and 2002 | ||||
| and the year ended December 31, 2002, the effect of securities and other contracts to issue common stock were anti-dilutive and no | ||||
| adjustments have been reflected in the diluted weighted average number of shares and net earnings (loss) for that period. | ||||
| (2) The adjusted amounts reflect the adoption of SFAS No. 142, " Goodwill and Other Intangible Assets" for all periods presented. The Company | ||||
| adopted SFAS No. 142 as of January 1, 2002. SFAS No. 142 requires that goodwill not be amortized, but, rather be tested at least annually | ||||
|
for impairment. Consequently the Company stopped amortizing goodwill as of January 1, 2002. The Company did not record an impairment | ||||
| loss upon adoption of this standard nor at December 31, 2002. | ||||
| ASM INTERNATIONAL N.V. | ||
| CONSOLIDATED BALANCE SHEETS | ||
| (thousands except share data) | In Euro | |
| December 31, | December 31, | |
| Assets | 2001 | 2002 |
| Cash and cash equivalents | 107.577 | 70.991 |
| Marketable securities | 5 | 11 |
| Accounts receivable, net | 136.615 | 132.818 |
| Inventories, net | 206.027 | 185.752 |
| Income taxes receivable | 4.103 | 1.840 |
| Deferred tax assets | - | 1.843 |
| Other current assets | 21.110 | 18.786 |
| Total current assets | 475.437 | 412.041 |
| Property, plant and equipment, net | 191.081 | 160.501 |
| Goodwill, net | 64.306 | 54.529 |
| Deferred tax assets | - | 2.781 |
| Other assets | 26.241 | 23.989 |
| Total Assets | 757.065 | 653.841 |
| Liabilities and Shareholders' Equity | ||
| Notes payable to banks | 16.231 | 26.548 |
| Accounts payable | 61.737 | 67.029 |
| Accrued expenses | 69.544 | 55.414 |
| Advance payments from customers | 6.309 | 6.290 |
| Deferred revenue | 11.562 | 8.851 |
| Income taxes payable | 4.227 | 5.560 |
| Current portion of long-term debt | 2.179 | 2.669 |
| Total current liabilities | 171.789 | 172.361 |
| Deferred tax liabilities | 1.977 | 1.050 |
| Long-term debt | 11.720 | 8.175 |
| Convertible subordinated debt | 130.728 | 109.665 |
| Total Liabilities | 316.214 | 291.251 |
| Minority interest in subsidiary | 119.941 | 97.048 |
| Shareholders' Equity: | ||
| Common shares | ||
| Authorized 110,000,000 shares, par value € 0.04, | ||
| issued and outstanding 49,070,296 and 49,370,308 shares | 1.963 | 1.975 |
| Financing preferred shares, issued none | - | - |
| Preferred shares, issued none | - | - |
| Capital in excess of par value | 252.892 | 254.999 |
| Retained earnings | 64.916 | 35.054 |
| Accumulated other comprehensive income (loss) | 1.139 | (26.486) |
| Total Shareholders' Equity | 320.910 | 265.542 |
| Total Liabilities and Shareholders' Equity | 757.065 | 653.841 |
| ASM INTERNATIONAL N.V. | ||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||
| (thousands) | in Euro | |||
| Three months ended December 31, | Year ended December 31, | |||
| 2001 | 2002 | 2001 | 2002 | |
| (unaudited) | (unaudited) | |||
| Cash flows from operating activities: | ||||
| Net earnings (loss) | (9.036) | (6.694) | 6.098 | (29.862) |
| Depreciation and amortization | 11.741 | 10.240 | 42.763 | 40.091 |
| Amortization of debt issuance costs | 173 | 342 | 173 | 1.448 |
| Deferred income taxes | 1.788 | (5.209) | 1.139 | (5.369) |
| Minority interest | 1.079 | 2.689 | 13.373 | 15.890 |
| Gain on dilution of investment in subsidiary | (915) | (1.281) | (915) | (1.281) |
| Compensation expenses Employee Incentive Scheme | 3.995 | 3.417 | 3.995 | 3.417 |
| Changes in other assets and liabilities | (21.912) | 1.404 | (26.256) | (7.944) |
| Net cash provided by (used in) operating activities | (13.087) | 4.908 | 40.370 | 16.390 |
| Cash flows from investing activities: | ||||
| Net capital expenditures | (17.106) | (10.928) | (70.942) | (31.668) |
| Acquisition of business | (20.278) | - | (20.278) | - |
| Purchase of marketable securities | - | - | - | (6) |
| Net cash (used in) investing activities | (37.384) | (10.928) | (91.220) | (31.674) |
| Cash flows from financing activities: | ||||
| Notes payable to banks, net | (64.049) | 10.063 | 3.095 | 11.409 |
| Proceeds from issuance of shares | 472 | 1.347 | 1.850 | 2.119 |
| Proceeds from long-term debt and subordinated debt | 125.773 | - | 127.849 | 595 |
| Repayments of long-term debt | (459) | (494) | (55.387) | (3.139) |
| Dividend to minority shareholders | - | - | (29.838) | (24.459) |
| Net cash provided by (used in) financing activities | 61.737 | 10.916 | 47.569 | (13.475) |
| Exchange rate effects | 293 | (1.731) | 4.053 | (7.827) |
| Net increase (decrease) in cash and cash equivalents | 11.559 | 3.165 | 772 | (36.586) |
| ASM INTERNATIONAL N.V. | ||||
| DISCLOSURE ABOUT SEGMENTS AND RELATED INFORMATION | ||||
| 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 South East 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 holds a majority of 54.11% interest, whilst the remaining shares are listed on the Stock Exchange of Hong Kong. The segment's main operations are located in Hong Kong, Singapore and the People's Republic of China. | ||||
| (thousands, except headcount) | In Euro | |||
| Front-end | Back-end | Total | ||
| Year ended December 31, 2001 | ||||
| Net sales to unaffiliated customers | 336.625 | 224.439 | 561.064 | |
| Gross profit | 131.788 | 91.533 | 223.321 | |
| Earnings (loss) from operations | (3.771) | 28.022 | 24.251 | |
| Net interest and other financial (expense) income | (4.983) | 3.999 | (984) | |
| Income taxes | (2.156) | (2.555) | (4.711) | |
| Minority interest | - | (13.373) | (13.373) | |
| Gain on dilution of investment in subsidiary | 915 | - | 915 | |
| Net earnings (loss) | (9.995) | 16.093 | 6.098 | |
| Net capital expenditure | 49.145 | 21.797 | 70.942 | |
| Capitalized goodwill | 3.888 | 60.418 | 64.306 | |
| Other identifiable assets | 376.859 | 315.900 | 692.759 | |
| Headcount in full-time equivalents (1) | 1.125 | 4.830 | 5.955 | |
| Year ended December 31, 2002 | ||||
| Net sales to unaffiliated customers | 266.915 | 251.887 | 518.802 | |
| Gross profit | 85.819 | 104.906 | 190.725 | |
| Earnings (loss) from operations | (42.659) | 36.657 | (6.002) | |
| Net interest and other financial (expense) income | (10.910) | 494 | (10.416) | |
| Income taxes | 3.499 | (2.334) | 1.165 | |
| Minority interest | - | (15.890) | (15.890) | |
| Gain on dilution of investment in subsidiary | 1.281 | - | 1.281 | |
| Net earnings (loss) | (48.789) | 18.927 | (29.862) | |
| Net capital expenditure | 18.153 | 13.515 | 31.668 | |
| Capitalized goodwill | 3.888 | 50.641 | 54.529 | |
| Other identifiable assets | 339.703 | 259.609 | 599.312 | |
| Headcount in full-time equivalents (1) | 1.226 | 5.328 | 6.554 | |
| (1) Headcount includes those employees with a fixed contract, and is exclusive of temporary workers. | ||||
| ASM INTERNATIONAL N.V. |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| Basis of Presentation |
| ASM International N.V, ("ASMI") follows accounting principles in the United States of America ("US GAAP"). Accounting principles applied are unchanged compared to the year 2001, except for the accounting of goodwill. In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 addresses the initial recognition and measurement of intangible assets acquired outside of a business combination and the accounting for goodwill and other intangible assets subsequent to their acquisition. SFAS No. 142 provides that intangible assets with finite useful lives be amortized and that goodwill and intangible assets with indefinite lives not be amortized, but instead tested at least annually for impairment. ASMI adopted SFAS No. 142 as of January 1, 2002, and as of that date stopped amortizing goodwill that resulted from business combinations completed prior to the adoption of SFAS No. 141. ASMI did not record an impairment loss upon adoption of this standard. |
| Under accounting principles generally accepted in the Netherlands ('Dutch GAAP') the statement of operations, the balance sheet and statement of cash flows would not differ significantly from those presented under US GAAP, except for the amortization of goodwill. Under the new adopted accounting standard SFAS 142, ASMI stopped amortizing goodwill as of January 1, 2002, which is not allowed under Dutch GAAP. Under Dutch GAAP goodwill should be capitalized and amortized over a period not to exceed 20 years. Had ASMI continued to amortize goodwill, the net loss for the year 2002 would have been € 7.2 million higher at a net loss of € 37.1 million or € 0.75 diluted loss per share and Shareholders' Equity at December 31, 2002 would have been € 6.5 million lower at € 259.0 million. |
| Principles of Consolidation |
| The Consolidated Financial Statements include the accounts of ASMI and its subsidiaries, where ASMI holds a controlling interest. The minority interest of third parties is disclosed separately in the Financial Statements. All intercompany profits, transactions and balances have been eliminated in consolidation. Intercompany profits included in inventory are recognized in the Statement of Operations upon the sale of the respective inventory to a third party. |
| Change in Presentation of Dividend Payable to Minority Shareholders |
| In 2002 ASMI changed its accounting of the proposed dividend payable of its 54.11% subsidiary ASM Pacific Technology Limited ("ASMPT), following the adoption of such change in the principle financial statements of the subsidiary ASMPT. The proposed dividend to minority shareholders, previously recognized as a liability at the balance sheet date, is now recorded as part of "minority interest in subsidiary" instead of "accrued expenses", and is recognized as a liability when such dividend is declared by the general meeting of shareholders of ASMPT. The comparative amounts for prior years in the Balance Sheet and the Statement of Cash Flows have been restated retroactively to reflect a consistent representation. The change in presentation did not have an impact on the Company's financial position or result of operations. |
| Reclassifications |
| Certain other reclassifications have been made to the prior year Consolidated Financial Statements to conform to the current year presentation. |
| At December 31, 2002: 1 Euro = 1.04866 US$. |
| Auditors: Deloitte & Touche, Accountants |
| Stock: Traded on the NASDAQ National Market System under the symbol 'ASMI' and |
| on the Euronext Amsterdam Stock Exchange under the symbol 'ASM' |