FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of October 2014
Commission File Number 000- 13355
ASM INTERNATIONAL N.V.
(Translation of registrant’s name into English)
VERSTERKERSTRAAT 8
1322 AP ALMERE
THE NETHERLANDS
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F  ý    Form 40-F  ¨
Indicate by check mark if the registrant is submitting the form 6-K in paper as permitted by Regulation S-T Rule 101(b)(l):  ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule l0l(b)(7):  ¨
Note: Regulation S-T Rule l0l(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and had not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule l2g3-2(b) under the Securities Exchange Act of 1934.    Yes  ¨    No  ý
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                    .






 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibits
  
 
 
 
Exhibit 99.1
  
ASM INTERNATIONAL N.V. REPORTS THIRD QUARTER 2014 RESULTS

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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dated: October 30, 2014
 
ASM INTERNATIONAL N.V.
 
 
 
 
 
 
 
/S/    HANS ZWEERS        
 
 
 
 
Hans Zweers
 
 
 
 
Director External Reporting and Treasury





ASM INTERNATIONAL N.V.
(THE “REGISTRANT”)
(COMMISSION FILE NO. 0-13355)
EXHIBIT INDEX
TO
FORM 6-K
DATED October 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit No.
 
Exhibit Description
 
Filed Herewith
99.1
 
ASM INTERNATIONAL N.V. REPORTS THIRD QUARTER 2014 RESULTS
 
 
X








Almere, The Netherlands
October 29, 2014
ASM INTERNATIONAL N.V. REPORTS
THIRD QUARTER 2014 RESULTS

ASM International N.V. (NASDAQ: ASMI and Euronext Amsterdam: ASM) reports today its third quarter 2014 operating results (unaudited) in accordance with US GAAP.

FINANCIAL HIGHLIGHTS
 
Quarter
EUR million
Q3 2013

Q2 2014

Q3 2014

New orders
112.2

119.5

156.2

Net sales
116.4

148.4

122.2

Gross profit margin %
39.1
%
42.3
%
43.2
%
Operating result
11.6

27.4

17.2

Result from investments (excl. amortization and fair value purchase price allocation)
10.8

15.8

30.7

Remeasurement gain, realized gain on sale of ASMPT shares, amortization and fair value adjustments1)
(17.2
)
(5.5
)
(5.7
)
Net earnings
(0.9
)
34.6

54.6

Normalized net earnings (excl. remeasurement gain realized gain on sale of ASMPT shares, amortization and fair value adjustments)
16.3

40.1

60.2


Net sales for the third quarter 2014 decreased with 18% compared to the second quarter. Year-on-year net sales increased with 5%.

New orders at €156 million were 31% above the Q2 level. The upward deviation with our guidance of stable order intake compared to Q2 was caused by specific orders for ALD and PEALD products which came in earlier than anticipated.

Normalized net earnings for the third quarter 2014 increased compared to the second quarter mainly due to a higher result from investments and positive currency effects on cash we hold in foreign currencies (especially US$) fully compensating for the lower operating result due to a lower activity level. Compared to the same quarter last year, besides the effect of higher results from investments and currencies, the improvement was mainly due to higher sales in combination with effects of changes in our manufacturing operations and supply chain.




1) 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%. 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 2013 a purchase price allocation took place, which was finalized in the fourth quarter, resulting in the recognition and subsequent amortization of certain intangible assets.



1 of 3



COMMENT
Commenting on the results, Chuck del Prado, President and Chief Executive Officer of ASM International said:
"The third quarter of 2014 showed the anticipated sales decrease as a result of the lower order intake in Q2. As shared in July this was caused by some customers absorbing the investments they made in the preceding quarters. In the third quarter our order book developed favorably, supported by orders coming in earlier than expected. Despite the lower sales level our gross profit margin remained strong at a 43% level. Our company performance in combination with a healthy cash situation has led to today’s announcement of a €100 million share buy back program."


OUTLOOK
For Q4 we expect a flat to single digit sales increase (on a currency comparable level), while our new orders are expected to be in the €130-150 million range. This would bring new orders for the second half of the year at approximately the same level as for the first half of the year.


SHARE BUYBACK PROGRAM
ASMI announced today that its Management Board authorized the repurchase of up to €100 million of the Company’s common shares within the 2014-2015 time frame. This buyback program will be executed by intermediaries through on-exchange purchases and will end as soon as the aggregate purchase price of the common shares acquired by ASMI has reached €100 million. The program does not include repurchases of ASMI’s American Depositary Receipts (ADRs).
On May 21, 2014 the General Meeting of Shareholders authorized ASMI to acquire shares for a period of 18 months.
The repurchase program is part of ASMI’s commitment to use excess cash for the benefit of its shareholders. It is ASMI’s intention to use part of the shares for commitments under employee share-based compensation.


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 Thursday, October 30, 2014 at 15:00 Continental European Time (10:00 a.m. - US Eastern Daylight Savings Time).

The teleconference dial-in numbers are as follows:
United States:         +1 212 444 0896
International:         +44 (0)20 3427 1912
The Netherlands:    +31 (0)20 716 8257
Access Code:         2301108

A simultaneous audio web cast will be accessible at www.asm.com.

2 of 3



CONTACT

Investor contact:

Victor Bareño
T: +31 88 100 8500
E: victor.bareno@asm.com

Mary Jo Dieckhaus
T: +1 212 986 2900
E: maryjo.dieckhaus@asm.com

Media contact:

Ian Bickerton
T: +31 625 018 512

3 of 3



ANNEX 1

OPERATING AND FINANCIAL REVIEW
THIRD QUARTER 2014



The following table shows the operating performance for the third quarter of 2014 as compared to the second quarter of 2014 and the third quarter of 2013:
EUR million
Q3 2013

Q2 2014

Q3 2014

Change
Q2 2014
to
Q3 2014

Change
Q3 2013
to
Q3 2014

New orders
112.2

119.5

156.2

31
 %
39
%
Backlog
111.4

109.1

146.9

35
 %
32
%
Book-to-bill
1.0

0.8

1.3

 
 
 
 
 
 
 
 
Net sales
116.4

148.4

122.2

(18
)%
5
%
Gross profit
45.6

62.8

52.9

(16
)%
16
%
Gross profit margin %
39.1
%
42.3
%
43.2
%
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
(18.2
)
(19.9
)
(19.9
)
 %
9
%
Research and development expenses
(14.8
)
(15.4
)
(15.7
)
2
 %
6
%
Restructuring expenses
(1.0
)
(0.1
)

n/a

n/a

 
 
 
 
 
 
Operating result
11.6

27.4

17.2

(10.2
)
5.6

Operating margin %
9.9
%
18.5
%
14.1
%
 
 
 
 
 
 
 
 
Financing costs
(4.0
)
2.5

16.1

13.6

20.1

Income tax
(2.0
)
(5.7
)
(3.9
)
1.8

(1.9
)
Result from investments
10.8

15.8

30.7

14.9

19.9

Remeasurement gain, realized gain on sale of ASMPT shares, amortization and fair value adjustments
(17.2
)
(5.5
)
(5.7
)
(0.2
)
11.5

 
 
 
 
 
 
Net earnings
(0.9
)
34.6

54.6

20.0

55.5

Normalized net earnings (excl. remeasurement gain, subsequent impairment charge, realized gain on sale of ASMPT shares, amortization and fair value adjustments)
16.3

40.1

60.2

20.1

43.9

 
 
 
 
 
 
Net earnings per share, diluted
(0.01
)
0.53

0.84

0.31

0.85

Normalized net earnings per share, diluted
0.26

0.62

0.93

0.31

0.67





1 of 16



Results

The backlog increased from €109 million at the end of the second quarter to €147 million as per September 30, 2014. The book-to-bill ratio increased to a level of 1.3.

The following table shows the level of new orders for the third quarter of 2014 and the backlog at the end of the third quarter of 2014, compared to the previous quarter and the comparable quarter previous year:
EUR million
Q3 2013

Q2 2014

Q3 2014

Change
Q2 2014
to
Q3 2014

Change
Q3 2013
to
Q3 2014

Backlog at the beginning of the quarter
117.0

135.9

109.1

(20
)%
(7
)%
New orders for the quarter
112.2

119.5

156.2

31
 %
39
 %
Net sales for the quarter
(116.4
)
(148.4
)
(122.2
)
(18
)%
5
 %
FX-effect for the quarter
(1.3
)
2.1

3.8

 
 
 
 
 
 
 
 
Backlog at the end of the quarter
111.4

109.1

146.9

35
 %
32
 %
 
 
 
 
 
 
Book-to-bill ratio
(new orders divided by net sales)
1.0

0.8

1.3

 
 

Net sales for the third quarter 2014 decreased with 18% compared to the previous quarter and increased with 5% year-on-year, mainly driven by lower ALD and PEALD, as customers are absorbing the investments made in the last quarters. The impact of currency changes was an increase of 2% quarter to quarter and was flat year-on-year.

The gross profit margin in the third quarter increased strongly to 43.2% (Q2 2014: 42.3%), mainly caused by mix effects. For Q3 2013 gross profit margin as a percentage of sales was 39.1%. The improvement year- on-year is caused by higher sales in combination with effect of changes in our manufacturing operations and supply chain. The impact of currency changes on gross profit was an increase of 3% quarter to quarter and an increase of 1% year-on-year.

Selling, general and administrative expenses were on the same level compared to the previous quarter. As a percentage of sales SG&A expenses were16% (Q2 2014: 13%, Q3 2013: 16%). The impact of currency changes on SG&A expenses was an increase of 2% quarter to quarter and flat year-on-year.

Research and development expenses increased with 2% compared to the previous quarter. As a percentage of sales R&D expenses were 13%, compared to 9% for the previous quarter. For the third quarter of 2013 this was 13%. The impact of currency changes on R&D expenses was an increase of 2% quarter to quarter and a decrease of 2% year-on-year.

Operating result was affected by currency changes with an increase of 5% quarter to quarter and an increase of 6% year-on-year.

Financing costs are mainly related to translation results. A substantial part of ASMI's cash position is denominated in US dollar. Currency changes, mainly between US dollar and Euro during Q3 resulted in a translation gain of €16.6 million compared to a gain of €2.5 million in the previous quarter.

Result from investments includes our 40% share in net earnings of ASMPT. In Q3 ASMPT showed a sales increase of 41% compared to the previous quarter, from HK$3,438 million to HK$4,852 million. Sales were 56% above the level of Q3, 2013 of HK$3,102 million. Net earnings increased from €39.5 million in Q2 to €77.0 million (on a 100% basis). Q3 last year, also on a 100% basis, showed net profit at €26.8 million.

The amortization of the recognized intangible assets and the depreciation of the fair value adjustment for property, plant & equipment negatively impacted net earnings with €5.7 million in Q3. For 2014 this amortization and depreciation amount is expected to be approximately €22 million.


2 of 16



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:
 
 
 
 
EUR million
Q3 2013

Q2 2014

Q3 2014

Net earnings
(0.9
)
34.6

54.6

Adjustments to cash from operating activities
 
 
 
Depreciation and amortization
5.1

5.0

5.3

Income tax
0.7

1.9

(1.6
)
Amortization PPA intangibles and fair value adjustments
17.2

5.5

5.7

Result from investments
(10.8
)
(15.8
)
(30.7
)
Other adjustments
1.2

1.6

(13.5
)
 
 
 
 
Changes in other assets and liabilities
 
 
 
Accounts receivable
19.7

4.5

0.6

Inventories
3.3

11.5

(4.6
)
Accounts payable
(1.1
)
(14.7
)
3.5

Other assets and liabilities
(0.1
)
(15.8
)
3.1

Net cash provided (used) by operating activities
34.4

18.3

22.4

 
 
 
 
Capital expenditures
(2.0
)
(6.5
)
(9.6
)
Other
1.6

(0.2
)

Net cash provided (used) in investing activities
(0.4
)
(6.7
)
(9.6
)
 
 
 
 
Loans proceeds and debt issuance fees (paid)

(1.3
)
(0.1
)
Shares issued
0.2

2.1

0.2

Dividend paid and capital repaid to shareholders ASMI
(269.7
)
(27.7
)
(4.1
)
Dividend received from investments
5.6

7.5

12.5

Net cash provided (used) in financing activities
(263.9
)
(19.4
)
8.5

 
 
 
 
Net cash (used) provided
(229.9
)
(7.8
)
21.3





3 of 16



Balance sheet.
 
 
 
EUR million
December 31,
2013

September 30,
2014

Cash and cash equivalents
312.4

409.6

Accounts receivable
83.0

78.0

Inventories
104.5

110.6

Other current assets
18.1

22.6

Total current assets
517.9

620.9

 
 
 
Investments and associates
944.0

1,055.5

Property, plant and equipment
56.5

72.4

Goodwill
11.4

12.1

Other non-current assets
21.3

22.5

Total non-current assets
1,033.2

1,162.6

 
 
 
Total assets
1,551.2

1,783.4

 
 
 
Accounts payable
44.8

53.1

Other current liabilities
56.6

66.8

Total current liabilities
101.5

120.0

 
 
 
Pension liabilities
2.5

2.6

Total non-current liabilities
2.5

2.6

 
 
 
Shareholders' equity
1,447.2

1,660.8

 
 
 
Total liabilities and shareholders' equity
1,551.2

1,783.4


Net working capital, consisting of accounts receivable, inventories, other current assets, accounts payable, accrued expenses, advance payments from customers and deferred revenue, increased to €100 million compared to €95 million per June 30, 2014. Mainly due to currency translations, excluding this, net working capital would have been €92 million. The number of outstanding days of working capital, measured against quarterly sales, increased from 57 days at June 30, 2014 to 73 days on September 30, 2014.

Sources of liquidity. On September 30, 2014, the Company’s principal sources of liquidity consisted of €410 million in cash and cash equivalents and €150 million in undrawn bank lines.


4 of 16



OPERATING AND FINANCIAL REVIEW
NINE MONTHS ENDED SEPTEMBER 30, 2014


The following table shows the operating performance for the nine months ended September 30, 2014 as compared to the same period of the previous year on a pro-forma basis:
 
Nine months ended September 30,
 
EUR million
2013, Pro-Forma

2014

Change

New orders
346.5

447.7

29
%
Backlog
111.4

146.9

32
%
Book-to-bill
1.1

1.1

 
 
 
 
 
Net sales
325.0

421.3

30
%
Gross profit
126.2

181.5

44
%
Gross profit margin %
38.8
%
43.1
%
 
 
 
 
 
Selling, general and administrative expenses
(52.1
)
(59.0
)
13
%
Research and development expenses
(43.3
)
(45.3
)
5
%
Restructuring expenses
(1.9
)
(0.1
)
n/a

 
 
 
 
Operating result
28.9

77.1

48.2

Operating margin %
8.9
%
18.3
%
 
 
 
 
 
Financing costs
(6.2
)
17.4

23.6

Income tax
(5.9
)
(14.0
)
(8.1
)
Result from investments
19.4

52.3

32.9

Remeasurement gain, realized gain on sale of ASMPT shares, amortization and fair value adjustments
1,349.6

(16.5
)
(1,366.1
)
 
 
 
 
Net earnings
1,385.9

116.3

(1,269.6
)
Normalized net earnings (excl. remeasurement gain, subsequent impairment charge, realized gain on sale of ASMPT shares, amortization and fair value adjustments)
36.3

132.8

96.5

 
 
 
 
Net earnings per share, diluted
21.71

1.80

(19.91
)
Normalized net earnings per share, diluted
0.57

2.05

1.48


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 Q1, 2013 a share of 52% in ASMPT's net earnings is presented for the period January 1- March 15. For the period March 16 - March 31 the actual 40% shareholding is reflected.


5 of 16



Results

The backlog increased with 32% compared to September 30 last year. The book-to-bill ratio was 1.1.

The following table shows the level of new orders for the nine months ended September 30, 2014, the backlog at the end of the third quarter of 2014, compared to the comparable period of 2013:
 
Nine months ended September 30,
 
EUR million
2013

2014

% Change

Backlog at the beginning of the year
91.7

114.8

25
%
New orders
346.5

447.7

29
%
Net sales
(325.0
)
(421.3
)
30
%
FX-effect
(1.7
)
5.6

 
 
 
 
 
Backlog as per reporting date
111.4

146.9

32
%
 
 
 
 
Book-to-bill ratio
(new orders divided by net sales)
1.1

1.1

 

Net sales for the nine months ended September 30, 2014 increased with 30% year-on-year, mainly driven by ALD and PEALD sales, which were subsequently higher than in the comparable period last year. The impact of currency changes was a decrease of 3%.

The gross profit margin for the nine months ended September 30, 2014 increased to 43.1% (2013: 38.8%). This resulted from continued positive mix effects and a high utilization in combination with effects of changes in our manufacturing operations and supply chain. The impact of currency changes was a decrease of 3%.

Selling, general and administrative expenses increased with 13% compared to the comparable period previous year. As a percentage of sales SG&A expenses were 14% compared to 16% for the same period previous year. The impact of currency changes was a decrease of 2%.

Research and development expenses increased with 5% compared to the comparable period previous year. As a percentage of sales R&D expenses decreased to 11%, compared to 13% for the same period previous year. The impact of currency changes was a decrease of 4%.

Operating result was affected by the translation effect of currency changes with a decrease of 4% year-over-year.

 


6 of 16



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".

NINE MONTHS ENDED SEPTEMBER 30, 2014
 
Nine months ended September 30,
EUR million, except earnings per share
2013

2014

% Change

Net sales
485.3

421.3

(13
)%
Gross profit
164.6

181.5

10
 %
Gross profit margin %
33.9
%
43.1
%
 
 
 
 
 
Selling, general and administrative expenses
(77.7
)
(59.0
)
(24
)%
Research and development expenses
(60.4
)
(45.3
)
(25
)%
Restructuring expenses
(1.9
)
(0.1
)
n/a

Result from operations
24.6

77.1

n/a

 
 
 
 
Net earnings -1-
1,385.9

116.3

n/a

Net earnings per share, diluted in euro -1-
€21.61
€1.79
n/a
1) Allocated to the shareholders of the parent

Net Sales
 
Nine months ended September 30,
EUR million
2013

2014

% Change

Front-end
325.0

421.3

30
 %
Back-end
160.3


n/a

ASMI consolidated
485.3

421.3

(13
)%

Gross Profit (Margin)
 
Nine months ended September 30,
EUR million
Gross profit
Gross profit margin
 
 
2013

2014

2013

2014

Increase or
(decrease)
percentage points
Front-end
126.2

181.5

38.8
%
43.1
%
4.3
ppt
Back-end
38.4


24.0
%
%
(24.0
)ppt
ASMI consolidated
164.6

181.5

33.9
%
43.1
%
9.2
ppt


7 of 16



Selling, General and Administrative Expenses
 
Nine months ended September 30,
EUR million
2013

2014

% Change

Front-end
52.1

59.0

13
 %
Back-end
25.6


n/a

ASMI consolidated
77.7

59.0

(24
)%

Research and Development Expenses
 
Nine months ended September 30,
 
EUR million
2013

2014

% Change

Front-end
43.3

45.3

5
 %
Back-end
17.1


n/a

ASMI consolidated
60.4

45.3

(25
)%

Result from Operations
 
Nine months ended September 30,
 
EUR million
2013

2014

Change

Front-end
 
 
 
Before special items
30.8

77.2

46.4

Restructuring expenses
(1.9
)
(0.1
)
1.8

After special items
28.9

77.1

48.2

 
 
 
 
Back-end
(4.3
)

4.3

ASMI consolidated
24.6

77.1

52.5


Net Earnings allocated to the shareholders of the parent
 
Nine months ended September 30,
 
EUR million
2013

2014

Change

Front-end
 
 
 
Before special items
18.7

80.7

62.0

Restructuring expenses
(1.9
)
(0.1
)
1.8

After special items
16.8

80.6

63.8

 
 
 
 
Back-end
 
 
 
Until March 15, 2013 consolidated
(2.8
)

2.8

As from March 15, 2013 as a 40% investment
22.2

52.3

30.1

Total
19.4

52.3

32.9

 
 
 
 
Realized gain on the sale of 11.88% of the ASMPT shares
245.2


(245.2
)
Unrealized remeasurement gain on the remaining 40% of the ASMPT shares and amortization intangibles recognized in purchase price allocation
1,104.5

(16.5
)
(1,121.0
)
 
 
 
 
Total net earnings allocated to the shareholders of the parent
1,385.9

116.3

(1,269.6
)

8 of 16



ANNEX 3

ASM INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OPERATIONS

 
Three months ended September 30,
Nine months ended September 30,
 
2013

2014

2013

2014

EUR thousand, except earnings per share
(unaudited)

(unaudited)

(unaudited)

(unaudited)

 
 
 
 
 
Net sales
116,429

122,201

485,329

421,304

Cost of sales
(70,878
)
(69,349
)
(320,712
)
(239,796
)
Gross profit
45,551

52,851

164,617

181,508

 
 
 
 
 
Operating expenses:
 
 
 
 
Selling, general and administrative
(18,211
)
(19,907
)
(77,708
)
(58,995
)
Research and development
(14,821
)
(15,744
)
(60,358
)
(45,324
)
Restructuring expenses
(964
)

(1,949
)
(80
)
Total operating expenses
(33,996
)
(35,651
)
(140,015
)
(104,398
)
Operating result
11,555

17,200

24,602

77,109

Net interest expense
(303
)
(468
)
(1,353
)
(855
)
Accretion of interest


(10
)

Foreign currency exchange gains (losses)
(3,705
)
16,613

(4,308
)
18,274

Result from investments
(6,464
)
25,082

1,371,895

35,731

Earnings before income taxes
1,082

58,428

1,390,826

130,260

Income tax expense
(1,957
)
(3,864
)
(7,552
)
(13,961
)
Net earnings
(875
)
54,564

1,383,275

116,299

 
 
 
 
 
Allocation of net earnings:
 
 
 
 
    Shareholders of the parent
(875
)
54,564

1,385,868

116,299

    Minority interest


(2,593
)

 
 
 
 
 
Net earnings per share, allocated to the shareholders of the parent:
 
 
 
 
    Basic net earnings
(0.01
)
0.86

21.94

1.83

    Diluted net earnings (1)
(0.01
)
0.84

21.61

1.80

 
 
 
 
 
Weighted average number of shares used in
 
 
 
 
computing per share amounts (in thousand):
 
 
 
 
    Basic
63,171

63,658

63,171

63,592

    Diluted (1)
63,171

64,840

64,144

64,748

 
 
 
 
 
Outstanding shares:
63,195

63,659

63,195

63,659

 
 
 
 
 
(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, 2014 with 1,182,223 common shares and for the nine month ended September 30, 2014 with 1,156,382 common shares, adjustments have been reflected in the diluted weighted average number of shares and net earnings per share for this period.
 
 
 
 
 
Amounts are rounded to the nearest thousand euro; therefore amounts may not equal (sub) totals due to rounding.

9 of 16




ASM INTERNATIONAL N.V.
CONSOLIDATED BALANCE SHEETS
 
 
December 31,

September 30,

 
2013

2014

EUR thousand
 
(unaudited)

Assets
 
 
 
 
 
Cash and cash equivalents
312,437

409,585

Accounts receivable, net
83,017

78,045

Inventories, net
104,467

110,640

Income taxes receivable
1,226

2,851

Deferred tax assets
3,739

2,122

Other current assets
12,521

17,615

Total current assets
517,408

620,858

 
 
 
Debt issuance costs
276

1,313

Deferred tax assets
1,320

1,456

Other intangible assets
5,637

3,746

Goodwill, net
11,421

12,104

Investments
278

278

Associates
943,676

1,055,268

Other non current assets
634

708

Assets held for sale
738

760

Evaluation tools at customers
13,332

14,548

Property, plant and equipment, net
56,531

72,368

Total Assets
1,551,249

1,783,407

 
 
 
Liabilities and Shareholders' Equity
 
 
 
 
 
Accounts payable
44,837

53,118

Other current payables
46,526

54,074

Income taxes payable
10,087

12,723

Total current liabilities
101,450

119,915

 
 
 
Pension liabilities
2,514

2,632

Deferred tax liabilities
35

38

Total Liabilities
103,999

122,585

 
 
 
Total Shareholders' Equity
1,447,249

1,660,822

 
 
 
Total Liabilities and Equity
1,551,249

1,783,407

 
 
 
Amounts are rounded to the nearest thousand euro; therefore amounts may not equal (sub) totals due to rounding.

10 of 16




ASM INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS 
 
Three months ended September 30,
Nine months ended September 30,
 
2013

2014

2013

2014

EUR thousand
(unaudited)

(unaudited)

(unaudited)

(unaudited)

Cash flows from operating activities:
 
 
 
 
Net earnings
(875
)
54,564

1,383,275

116,299

Adjustments to reconcile net earnings to net cash from operating activities:
 
 
 
 
  Depreciation and amortization
5,075

5,336

23,615

15,387

  Other
1,197

(13,469
)
4,011

(10,251
)
  Result investments
6,464

(25,082
)
(1,371,895
)
(35,731
)
  Income taxes
700

(1,570
)
675

2,386

Changes in other assets and liabilities:
 
 
 
 
  Inventories
3,289

(4,608
)
(27,813
)
1,226

  Accounts receivable
19,741

561

12,669

10,053

  Accounts payable
(1,082
)
3,528

4,761

4,748

  Other current assets
(137
)
3,144

7,229

(833
)
Net cash provided (used) by operating activities
34,373

22,404

36,526

103,285

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Capital expenditures
(2,026
)
(9,745
)
(8,970
)
(20,322
)
Purchase of intangible assets

(6
)
(433
)
(187
)
Disposal of investments


298,307


Proceeds from sale of property, plant and equipment
1,611

123

2,663

254

Net cash used in investing activities
(414
)
(9,627
)
291,568

(20,255
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Debt redemption, net


(21,908
)

Debt issuance fees paid

(54
)

(1,416
)
Proceeds from issuance of common shares
211

151

1,236

3,044

Proceeds from non consolidated investments
5,551

12,524

10,277

19,974

Dividend to shareholders ASMI

(4,128
)
(31,681
)
(31,828
)
Capital distribution
(269,667
)

(269,667
)

Net cash provided (used) in financing activities
(263,906
)
8,494

(311,742
)
(10,226
)
Exchange rate effects
(1,884
)
19,977

(3,215
)
24,344

Net increase (decrease) in cash and cash equivalents
(231,831
)
41,248

13,137

97,148

Cash and cash equivalents at beginning of period
535,442

368,337

290,475

312,437

Cash and cash equivalents at end of period
303,611

409,585

303,611

409,585

 
 
 
 
 
Amounts are rounded to the nearest thousand euro; therefore amounts may not equal (sub) totals due to rounding.

11 of 16




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. As per September 30, 2014 the interest in ASMPT amounts to 40%.
 
 
 
 
 
Three months ended September 30, 2013
 
Front-end

Back-end

Total

EUR thousand
(unaudited)

(unaudited)

(unaudited)

Net sales to unaffiliated customers
116,429


116,429

Gross profit
45,551


45,551

Operating result
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
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
5,075


5,075

 
Three months ended September 30, 2014
 
Front-end

Back-end

Total

 
(unaudited)

(unaudited)

(unaudited)

Net sales to unaffiliated customers
122,201


122,201

Gross profit
52,851


52,851

Operating result
17,200


17,200

Net interest expense
(468
)

(468
)
Foreign currency exchange gains
16,613


16,613

Result from investments

25,082

25,082

Income tax expense
(3,864
)

(3,864
)
Net earnings
29,482

25,082

54,564

 
 
 
 
Net earnings allocated to:
 
 
 
  Shareholders of the parent
 
 
54,564

  Minority interest
 
 

 
 
 
 
Capital expenditures and purchase of intangible assets
9,750


9,750

Depreciation and amortization
5,336


5,336

 
 
 
 
Amounts are rounded to the nearest thousand euro; therefore amounts may not equal (sub) totals due to rounding.

12 of 16




ASM INTERNATIONAL N.V.
DISCLOSURE ABOUT SEGMENTS AND RELATED INFORMATION (2/3)

 
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

Operating result
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
15,023

8,591

23,615

 
 
 
 
Cash and cash equivalents
303,611


303,611

Capitalized goodwill
11,421


11,421

Other intangible assets
6,569


6,569

Investments and 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

Headcount in full-time equivalents -1-
1,503


1,503

 
 
 
 
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.
 
Amounts are rounded to the nearest thousand euro; therefore amounts may not equal (sub) totals due to rounding.
 


13 of 16



ASM INTERNATIONAL N.V.
DISCLOSURE ABOUT SEGMENTS AND RELATED INFORMATION (3/3)

 
Nine months ended September 30, 2014
 
Front-end

Back-end

Total

EUR thousand
(unaudited)

(unaudited)

(unaudited)

Net sales to unaffiliated customers
421,304


421,304

Gross profit
181,508


181,508

Operating result
77,109


77,109

Net interest expense
(855
)

(855
)
Foreign currency exchange gains
18,274


18,274

Result from investments

35,731

35,731

Income tax expense
(13,961
)

(13,961
)
Net earnings
80,568

35,731

116,299

 
 
 
 
Net earnings allocated to:
 
 
 
  Shareholders of the parent
 
 
116,299

  Minority interest
 
 

 
 
 
 
Capital expenditures and purchase of intangible assets
20,509


20,509

Depreciation and amortization
15,387


15,387

 
 
 
 
Cash and cash equivalents
409,585


409,585

Capitalized goodwill
12,104


12,104

Other intangible assets
3,746


3,746

Investments & Associates
278

1,055,268

1,055,546

Other identifiable assets
302,426


302,426

Total assets
728,139

1,055,268

1,783,407

Headcount in full-time equivalents ¹
1,614


1,614

 
 
 
 
1) Headcount includes those employees with a fixed contract, and is exclusive of temporary workers.
 
Amounts are rounded to the nearest thousand euro; therefore amounts may not equal (sub) totals due to rounding.

14 of 16




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 2014.

15 of 16



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, inventory obsolescence reserve, debt issuance fees and pension plans.
The reconciliation between IFRS and US GAAP is as follows:
 
 
 
 
Three months ended September 30,
Nine months ended September 30,
Net earnings
2013

2014

2013

2014

EUR million, except per share date
(unaudited)

(unaudited)

(unaudited)

(unaudited)

US GAAP, net earnings allocated to common shares
(0.9
)
54.6

1,385.9

116.3

Adjustments for IFRS:
 
 
 
 
Reversal inventory write downs

(0.4
)
0.4

(0.2
)
GAAP differences investments

(0.2
)
0.2

0.1

Goodwill


9.5


Development expenses
0.3

0.9

1.3

0.1

Debt issuance fees
0.1

0.1

0.3

(1.0
)
Total adjustments
0.4

0.4

11.7

(1.0
)
IFRS
(0.5
)
54.9

1,397.6

115.3

 
 
 
 
 
IFRS allocation of net earnings for common shares:
 
 
 
 
Continued operations
(0.5
)
54.9

(10.1
)
115.3

Discontinued operations 1)


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
(0.01
)
0.85

(0.16
)
1.78

Discontinued operations


21.95


Total operations
(0.01
)
0.85

21.79

1.78

 
 
 
 
 
 
 
 
Shareholders' equity
 
 
 
December 31,

September 30,

 
 
 
2013

2014

EUR million
 
 


 (unaudited)

 
 
 
 
 
US GAAP
 
 
1,447.2

1,660.8

Adjustments for IFRS:
 
 
 
 
Goodwill
 
 
(0.9
)
(0.9
)
Debt issuance fees
 
 
(0.3
)
(1.3
)
Reversal inventory write downs
 
 
1.8

2.1

Development expenses
 
 
47.5

50.6

GAAP differences investments
 
 

0.1

Pension plans
 
 
0.2

0.2

Total adjustments
 
 
48.4

50.7

IFRS
 
 
1,495.6

1,711.6

 
 
 
 
 
Amounts are rounded to the nearest million euro; therefore amounts may not equal (sub) totals due to rounding.

16 of 16
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