EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

LOGO

ASM International N.V.

 

Contact :   Naud van der Ven,   + 31 30 229 85 40
  Mary Jo Dieckhaus,   + 1 212 986 29 00

ASM INTERNATIONAL REPORTS

2006 SECOND QUARTER OPERATING RESULTS

 

  Net sales of € 234.8 million in the second quarter of 2006, up 14% from the first quarter of 2006 and up 28% from the second quarter of 2005.

 

  Net earnings of € 17.4 million or € 0.30 diluted net earnings per share in the second quarter of 2006, as compared to net earnings of € 2.6 million or € 0.05 diluted net earnings per share (after charges for impairment and restructuring of € 5.4 million) in the first quarter of 2006 and net earnings of € 0.5 million or € 0.01 diluted net earnings per share for the second quarter of 2005.

 

  Second quarter bookings of € 256.9 million, up 6% from the first quarter of 2006.

 

  Quarter-end backlog of € 280.6 million, up 9% from the end of the first quarter of 2006.

BILTHOVEN, THE NETHERLANDS, July 31, 2006 - ASM International N.V. (NASDAQ: ASMI and Euronext Amsterdam: ASM) reports today its 2006 second quarter operating results. These operating results have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

“The second quarter of 2006 was a good quarter for ASMI with both Front-end and Back-end segments exceeding expectations,” commented Arthur del Prado, president and chief executive officer of ASMI. “We made considerable progress in the execution of our plan to bring ASMI’s Front-end segment to consistent profitability, as evidenced by its positive earnings from operations. Our Back-end segment again reported outstanding results and reached quarterly sales and operating profit record levels, expressed in Hong Kong dollar, exceeding the previous record set in 2000.”

 

- 1 -


Three months ended June 30, 2006.

The following table compares the operating performance for the second quarter of 2006 with the first quarter of 2006 and the second quarter of 2005:

 

(euro millions, except earnings per share)

   Q2 2005     Q1 2006     Q2 2006    

% Change
Q1 2006

to
Q2 2006

   

% Change
Q2 2005

to

Q2 2006

 

Net sales

   183.3     206.5     234.8     14 %   28 %

Gross profit

   63.7     78.6     93.3     19 %   46 %

Gross profit margin

   34.8 %   38.1 %   39.7 %   1.6 (1)   4.9 (1)

Selling, general and administrative expenses

   (24.1 )   (35.8 )   (30.6 )   (14 )%   27 %

Research and development expenses

   (23.8 )   (21.8 )   (21.9 )   0 %   (8 )%

Amortization of other intangible assets

   (0.4 )   (0.2 )   (0.8 )   328 %   96 %
                              

Earnings from operations

   15.4     20.8     40.0     92 %   159 %
                              

Net earnings

   0.5     2.6     17.4     577 %   3,259 %

Diluted net earnings per share

   0.01     0.05     0.30     500 %   2,900 %

New orders

   177.7     243.1     256.9     6 %   45 %

Backlog at end of period

   196.5     258.5     280.6     9 %   43 %

(1) Percentage points change.

Net Sales and Order Intake in the second quarter of 2006 were higher in both the Company’s Front-end and Back-end segments as compared to both the first quarter of 2006 and the second quarter of 2005.

Consolidated sales levels expressed in euro were negatively impacted by the weakened US dollar and US dollar related currencies against the euro. The decrease of exchange rates in the second quarter of 2006 as compared to the first quarter of 2006 impacted sales negatively by 3.9%.

The Gross Profit Margin for the second quarter of 2006 of 39.7% of net sales was 1.6 percentage points above the 38.1% gross profit margin realized in the first quarter of 2006. The increase is noticed in particular in the Company’s Front-end segment, primarily due to changes in the product mix, increased gross margins of most product lines, also due to higher utilization of our manufacturing and assembly facilities.

Selling, General and Administrative Expenses decreased 14% from € 35.8 million in the first quarter of 2006 to € 30.6 million in the second quarter of 2006 and increased 27% from € 24.1 million in the second quarter of 2005. Recorded in the first quarter of 2006 in our Front-end segment were impairment and restructuring charges of € 5.4 million with respect to the restructuring of ASM NuTool, explaining the decrease of selling, general and administrative expenses noticed.

The increase from the second quarter of 2005 was the result of increased sales and marketing activity, demo activity, and increased expenditures in preparing to meet requirements under section 404 of the Sarbanes-Oxley Act. In addition, the adoption of Statement of Financial Accounting Standards No. 123R “Share-Based Payment,” effective January 1, 2006, required us to recognize costs of employee stock options.

 

- 2 -


As a percentage of net sales, selling, general and administrative expenses in the second quarter of 2006 were 13%, as compared to 17% in the first quarter of 2006 and 13% in the second quarter of 2005.

Research and Development Expenses of € 21.9 million in the second quarter of 2006 is stable as compared to € 21.8 million in the first quarter of 2006. These expenses decreased 8% from € 23.8 million in the second quarter of 2005 as a result of increased selection and control of research and development expenses and the restructuring of ASM NuTool.

As a percentage of net sales, research and development costs in the second quarter of 2006 were 9%, as compared to 11% in the first quarter of 2006 and 13% in the second quarter of 2005.

Earnings from Operations amounted to € 40.0 million in the second quarter of 2006 compared to € 20.8 million in the first quarter of 2006 and € 15.4 million in the second quarter of 2005. When compared to the first quarter of 2006, earnings from operations increased in both the Front-end and Back-end segments. The increase is noticed in particular in the Front-end segment and caused primarily by increased sales and gross profit margin and decreased selling, general and administrative expenses. In addition, impairment and restructuring charges of € 5.4 million were recorded in the first quarter of 2006 in our Front-end segment.

Net Interest Expense was € 1.6 million in the second quarter of 2006, as compared to € 1.8 million in the first quarter of 2006 and € 2.8 million in the second quarter of 2005. When compared to the second quarter of 2005, interest expenses decreased due to decreased borrowings, mainly the result of the repayment of US$ 94.3 million in convertible subordinated notes which were due in November 2005.

Six months ended June 30, 2006.

The following table shows the operating performance and the percentage change for the six months ended June 30, 2006 compared to the same period in 2005:

 

     Six months ended June 30,     % Change  

(euro millions, except earnings per share)

   2005     2006    

Net sales

   318.0     441.2     39 %

Gross profit margin

   109.7     171.9     57 %

Gross profit margin %

   34.5 %   39.0 %   4.5 (1)

Selling, general and administrative expenses

   (47.8 )   (66.4 )   39 %

Research and development expenses

   (44.8 )   (43.7 )   (2 )%

Amortization of other intangible assets

   (0.8 )   (1.0 )   24 %
                  

Earnings from operations

   16.3     60.8     274 %

Net earnings (loss)

   (6.7 )   20.0     Na  

Diluted net earnings (loss) per share

   (0.13 )   0.37     Na  

New orders

   327.7     500.0     53 %

Backlog at the end of period

   196.5     280.6     43 %

(1) Percentage points change.

 

- 3 -


Net Sales. The following table shows net sales for the Front-end and Back-end segments and the percentage change for the six months ended June 30, 2006 compared to the same period in 2005:

 

     Six months ended June 30,    % Change  

(euro millions)

   2005    2006   

Front-end

   173.4    202.1    17 %

Back-end

   144.6    239.1    65 %
                

Consolidated net sales

   318.0    441.2    39 %
                

In the six months ended June 30, 2006, net sales of wafer processing equipment (Front-end segment) represented 45.8% of consolidated net sales. Net sales of assembly and packaging equipment and materials (Back-end segment) represented 54.2% of consolidated net sales.

Consolidated sales levels expressed in euro were positively impacted by the strengthened US dollar and US dollar related currencies against the euro. The increase in exchange rates in the six months ended June 30, 2006 compared to the six months ended June 30, 2005 impacted sales positively by 4.6%.

Gross Profit Margin. The following table shows the gross profit margin for Front-end and Back-end segments and the percentage point change for the six months ended June 30, 2006 compared to the same period in 2005:

 

     Six months ended June 30,    

Increase or
(decrease)
percentage
points

(euro millions)

   2005    2006    2005     2006    

Front-end

   45.5    61.1    26.2 %   30.2 %   4.0

Back-end

   64.2    110.8    44.4 %   46.3 %   1.9
                          

Total gross profit

   109.7    171.9    34.5 %   39.0 %   4.5
                          

The increase was caused by an increase in the proportion of net sales accounted for by the higher margin Back-end segment and increased margins in the Front-end segment mainly due to changes in the Front-end segment product mix.

Selling, General and Administrative Expenses. The following table shows selling, general and administrative expenses for Front-end and Back-end segments and the percentage change for the six months ended June 30, 2006 compared to the same period in 2005:

 

     Six months ended June 30,    % Change  

(euro millions)

   2005    2006   

Front-end

   29.1    39.5    36 %

Back-end

   18.7    26.9    43 %
                

Total selling, general and administrative expenses

   47.8    66.4    39 %
                

Selling, general and administrative expenses are impacted by impairment and restructuring charges of € 5.4 million recorded in the first quarter of 2006 in our Front-end segment. Next, the increase is also due to increased sales and marketing activity, demo activity, and increased expenditures in preparing to meet requirements under section 404 of the Sarbanes-Oxley Act. In addition, the adoption of Statement of Financial Accounting Standards No. 123R “Share-Based Payment,” effective January 1, 2006, required us to recognize costs of employee stock options.

 

- 4 -


As a percentage of net sales, selling, general and administrative expenses are stable at 15% in both the first half of 2006 and the first half of 2005.

Research and Development Expenses. The following table shows research and development expenses for Front-end and Back-end segments and the percentage change for the six months ended June 30, 2006 compared to the same period in 2005:

 

     Six months ended June 30,   

% Change

 

(euro millions)

   2005    2006   

Front-end

   33.0    29.2    (12 )%

Back-end

   11.8    14.5    23 %
                

Total research and development expenses

   44.8    43.7    (2 )%
                

The decrease in the Front-end segment was the result of increased selection and control of research and development expenses and the restructuring of ASM NuTool. The increase in the Back-end segment was the result of increased staff expenses.

As a percentage of net sales, research and development expenses were 10% in the first half of 2006, compared to 14% in the first half of 2005.

Earnings from Operations amounted to € 60.8 million for the six months ended June 30, 2006 as compared to € 16.3 million for the six months ended June 30, 2005. Earnings from operations increased in both the Front-end and Back-end segments. Earnings from operations for the six months ended June 30, 2006 include impairment and restructuring charges of € 5.4 million recorded in our Front-end segment.

Net Interest Expense amounted to € 3.4 million for the six months ended June 30, 2006 as compared to € 5.6 million for the six months ended June 30, 2005. Interest expenses decreased due to decreased borrowings, mainly the result of the repayment of US$ 94.3 million in convertible subordinated notes which were due in November 2005.

Net Earnings for the six months ended June 30, 2006 amounted to € 20.0 million or € 0.37 diluted net earnings per share compared to a net loss of € 6.7 million or € 0.13 diluted net loss per share for the same period in 2005. Net earnings for the six months ended June 30, 2006 include impairment and restructuring charges of € 5.4 million recorded in our Front-end segment.

Bookings and backlog

New orders received increased 6% from € 243.1 million in the first quarter of 2006 to € 256.9 million in the second quarter of 2006, extending the quarter over quarter improvement in order intake experienced since the first quarter of 2005. Both Front-end and Back-end segments noticed increases, of 10% and 3% respectively.

For the second quarter of 2006, the level of new orders divided by the net sales for the quarter (book-to-bill ratio) was 1.09, compared to a book-to-bill ratio of 1.18 and 0.99 in the first quarter of 2006 and fourth quarter of 2005, respectively. For the six months ended June 30, 2006 the book-to-bill ratio was 1.13, consisting of 1.12 for the Front-end segment and 1.14 for the Back-end segment.

The backlog at June 30, 2006 amounted to € 280.6 million, an increase of 9% compared to the backlog of € 258.5 million at March 31, 2006.

 

- 5 -


The following table shows the level of new orders during the six months ended June 30, 2005 and 2006 and the backlog at June 30, 2005 and 2006 and the percentage change:

 

     Six months ended June 30,    % Change  

(euro millions)

   2005    2006   

Front-end:

        

New orders

   160.4    226.9    42 %

Backlog at June 30

   127.9    160.2    25 %

Back-end:

        

New orders

   167.3    273.1    63 %

Backlog at June 30

   68.6    120.4    76 %

Total

        

New orders

   327.7    500.0    53 %

Backlog at June 30

   196.5    280.6    43 %

Liquidity and capital resources

Net cash provided by operations in the second quarter of 2006 was € 52.9 million as compared to net cash used in operations of € 3.9 million in the second quarter of 2005. For the six months ended June 30, 2006, net cash provided by operations was € 72.3 million compared to cash provided by operations of € 18.7 million for the same period in 2005. These developments result from increased net earnings and decreased working capital.

Net cash used in investing activities in the second quarter of 2006 was € 9.0 million, compared to € 6.9 million in the second quarter of 2005. For the six months ended June 30, 2006, net cash used in investing activities was € 17.7 million compared to € 18.8 million for the same period in 2005.

Net working capital, consisting of accounts receivable, inventories, other current assets, accounts payable, accrued expenses, advance payments from customers and deferred revenue, decreased from € 240.3 million at March 31, 2006 to € 229.9 million at June 30, 2006. The decrease is primarily the result of decreased levels of accounts receivable and inventory. The number of outstanding days of working capital, measured based on annual sales, decreased from 110 days at March 31, 2006 to 99 days at June 30, 2006.

At June 30, 2006, the Company’s principal sources of liquidity consisted of € 161.5 million in cash and cash equivalents, of which € 72.9 million was available for the Company’s Front-end operations and € 88.6 million was restricted for use in the Company’s Back-end operations. In addition, the Company also had € 109.1 million in undrawn bank facilities, of which € 31.5 million was available for its Back-end operations and € 27.3 million was available for the Front-end operations in Japan.

Outlook

The positive second quarter results show the continued strength of Back-end and the progress made by Front-end on its road to profitability, supported by a favorable customer and product mix.

Based on backlog and customer guidance, we expect Front-end sales for the second half of 2006 to be comparable to first half sales. We confirm that we expect to achieve for the full year 2006 the target of positive EBITDA (net of restructuring charges) as stated at the Annual General Meeting of Shareholders in May 2006.

For Back-end, based on the strong order intake in the past quarters, we expect solid sales and operating profit in the second half of 2006.

 

- 6 -


Change in Management Board and Supervisory Board

Mr Patrick Lam, Vice President of Asian Operations at ASMI and Managing Director and CEO of ASM Pacific Technology (ASMPT), will retire at year-end 2006. Mr Lam has served at ASMPT’s helm for 31 years, since the foundation of ASMPT in 1975. Mr Lam will be succeeded by an executive office of three seasoned ASMPT professionals. Effective January 1, 2007 the ASMPT executive office will be composed of Peter Lo, Vice Chairman of the Board; W.K. Lee, Chief Executive Officer; and James Chow, Chief Operating Officer. At the request of the ASMPT Board of Directors and ASMI, and in order to ensure an orderly transition of management responsibilities, Mr Lam will continue as Honorary Chairman of ASMPT through June 2007. The Company thanks Mr Lam for his enormous contribution to ASMI and ASMPT. In his 31 years at ASMPT, he has taken ASMPT to become the largest and most profitable company in the semiconductor assembly and packaging equipment industry sector. For further details on succession, we refer to the joint ASMI and ASMPT press release to be issued shortly after this press release.

Much to his regret, Mr Jean den Hoed whose term will expire at the AGM 2007 has decided to resign from the Supervisory Board of ASM International, following medical advice to limit his activities in the coming months. In taking his decision, Mr den Hoed has taken into account that in the coming period a special effort will be required from the Supervisory Board. The Company regrets the decision and thanks Mr Jean den Hoed for his valuable contribution to the Supervisory Board and its Audit Committee over the past seven years.

Announcement of Extraordinary General Meeting of Shareholders

An Extraordinary General Meeting of Shareholders will be convened on Monday November 27, 2006. The agenda of this meeting will include, amongst others, the composition of the Supervisory Board, an amendment of the Company’s articles of association and a discussion on the continued review of the merits of the Company’s strategy and business model.

 

- 7 -


ASM INTERNATIONAL CONFERENCE CALL

ASM International will host an investor conference call and web cast on

MONDAY, JULY 31, 2006 at

9:00 a.m. US Eastern time

15:00 p.m Continental European time.

The teleconference dial-in numbers are as follows:

 

United States:   +1    800.638.5439
International:   +1    617.614.3945
Participation pass code is 673 18 131

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, through August 10, 2006. The replay dial-in numbers are:

 

United States:   +1    888.286.8010
International   +1    617.801.6888
Participation pass code is 805 68 509

About ASM International

ASM International N.V., headquartered in Bilthoven, the Netherlands, and its subsidiaries design and manufacture equipment and materials used to produce semiconductor devices. ASM International and its subsidiaries provide production solutions for wafer processing (Front-end segment) as well as assembly and packaging (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 http://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, 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.

 

- 8 -


ASM INTERNATIONAL N.V.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

     Three months ended June 30,     Six months ended June 30,  

(euro thousands except per share data)

   2005     2006     2005     2006  
     (unaudited)     (unaudited)     (unaudited)     (unaudited)  

Net sales

   183,256     234,759     317,983     441,247  

Cost of sales

   (119,513 )   (141,464 )   (208,316 )   (269,365 )
                        

Gross profit

   63,743     93,295     109,667     171,882  

Operating expenses:

        

Selling, general and administrative

   (24,052 )   (30,628 )   (47,824 )   (66,399 )

Research and development

   (23,846 )   (21,884 )   (44,806 )   (43,724 )

Amortization of other intangible assets

   (403 )   (788 )   (784 )   (972 )
                        

Total operating expenses

   (48,301 )   (53,300 )   (93,414 )   (111,095 )
                        

Earnings from operations

   15,442     39,995     16,253     60,787  

Net interest expense

   (2,780 )   (1,580 )   (5,563 )   (3,393 )

Foreign currency transaction losses

   (233 )   (1,040 )   (409 )   (879 )
                        

Earnings before income taxes and minority interest

   12,429     37,375     10,281     56,515  

Income tax expense

   (1,485 )   (3,609 )   (2,050 )   (6,043 )
                        

Earnings before minority interest

   10,944     33,766     8,231     50,472  

Minority interest

   (10,426 )   (16,365 )   (14,961 )   (30,502 )
                        

Net earnings (loss)

   518     17,401     (6,730 )   19,970  
                        

Net earnings (loss) per share:

        

Basic

   0.01     0.33     (0.13 )   0.37  

Diluted (1)

   0.01     0.30     (0.13 )   0.37  
                        

Weighted average number of common shares used in computing per share amounts (in thousands):

        

Basic

   52,633     53,446     52,627     53,260  

Diluted (1)

   52,760     65,424     52,627     53,366  
                        

(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 shares were exercised or converted into common shares or resulted in the issuance of common shares that would then share in earnings. 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. For the three months ended June 30, 2005, the effect of a potential conversion of convertible subordinated debt into 16,891,831 common shares was anti-dilutive and no adjustment has been reflected in the diluted weighted average number of common shares and net earnings for this period. Due to the loss reported in the six months ended June 30, 2005, the effect of securities and other contracts to issue common shares was anti-dilutive and no adjustment has been reflected in the diluted weighted average number of common shares and net loss for this period. For the six months ended June 30, 2006, the effect of a potential conversion of convertible subordinated debt into 11,886,738 common shares was anti-dilutive and no adjustment has been reflected in the diluted weighted average number of common shares and net earnings for this period.

 


ASM INTERNATIONAL N.V.

CONSOLIDATED BALANCE SHEETS

 

(euro thousands except share data)

   December 31,
2005
    June 30,
2006
 
           (unaudited)  

Assets

    

Cash and cash equivalents

   135,000     161,476  

Accounts receivable, net

   209,314     206,692  

Inventories, net

   189,404     187,435  

Income taxes receivable

   22     53  

Deferred tax assets

   2,841     3,427  

Other current assets

   24,232     25,343  
            

Total current assets

   560,813     584,426  

Debt issuance costs

   5,430     4,559  

Deferred tax assets

   536     213  

Other intangible assets

   9,177     9,763  

Goodwill, net

   73,009     69,268  

Property, plant and equipment, net

   163,343     150,815  
            

Total Assets

   812,308     819,044  
            

Liabilities and Shareholders’ Equity

    

Notes payable to banks

   21,061     21,133  

Accounts payable

   93,669     90,869  

Accrued expenses

   76,899     75,810  

Advance payments from customers

   7,943     11,945  

Deferred revenue

   9,862     10,942  

Income taxes payable

   7,965     10,727  

Current portion of long-term debt

   7,150     7,010  
            

Total current liabilities

   224,549     228,436  

Deferred tax liabilities

   311     1,344  

Long-term debt

   25,741     21,482  

Convertible subordinated debt

   203,448     188,784  
            

Total Liabilities

   454,049     440,046  

Minority interest in subsidiary

   119,665     118,226  

Shareholders’ Equity:

    

Common shares

    

Authorized 110,000,000 shares, par value € 0.04, issued and outstanding 52,678,952 and 53,450,545 shares

   2,107     2,138  

Financing preferred shares, issued none

   —       —    

Preferred shares, issued none

   —       —    

Capital in excess of par value

   300,479     310,234  

Accumulated deficit

   (15,586 )   4,384  

Accumulated other comprehensive loss

   (48,406 )   (55,984 )
            

Total Shareholders’ Equity

   238,594     260,772  
            

Total Liabilities and Shareholders’ Equity

   812,308     819,044  
            


ASM INTERNATIONAL N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Three months ended June 30,     Six months ended June 30,  

(euro thousands)

   2005     2006     2005     2006  
     (unaudited)     (unaudited)     (unaudited)     (unaudited)  

Cash flows from operating activities:

        

Net earnings (loss)

   518     17,401     (6,730 )   19,970  

Adjustments to reconcile net earnings to net cash from operating activities:

        

Depreciation property, plant and equipment

   8,618     8,968     16,726     18,400  

Amortization of other intangible assets

   404     788     785     972  

Impairment of property, plant and equipment

   —       —       —       285  

Amortization of debt issuance costs

   455     243     929     499  

Deferred income taxes

   (365 )   608     (255 )   704  

Compensation expense employee stock option plan

   —       312     —       624  

Compensation expense employee share incentive scheme ASMPT

   —       2,273     —       3,298  

Non cash settlement charges

   —       —       —       3,048  

Minority interest

   10,426     16,365     14,961     30,502  

Changes in other assets and liabilities:

        

Accounts receivable

   (20,294 )   (902 )   3,882     (8,618 )

Inventories

   (5,716 )   4,520     (18,595 )   (9,426 )

Other current assets

   (3,259 )   (135 )   (611 )   (2,194 )

Accounts payable and accrued expenses

   6,094     (2,533 )   8,889     4,669  

Advance payments from customers

   (665 )   1,425     3,177     4,846  

Deferred revenue

   (1,310 )   (879 )   (1,710 )   1,366  

Income taxes

   1,231     4,489     (2,792 )   3,305  
                        

Net cash provided by (used in) operating activities

   (3,863 )   52,943     18,656     72,250  
                        

Cash flows from investing activities:

        

Capital expenditures

   (6,937 )   (8,694 )   (18,860 )   (15,901 )

Purchase of other intangible assets

   —       (458 )   —       (2,085 )

Acquisition of business

   —       (656 )   —       (656 )

Proceeds from sale of property, plant and equipment

   19     836     29     973  
                        

Net cash used in investing activities

   (6,918 )   (8,972 )   (18,831 )   (17,669 )
                        

Cash flows from financing activities:

        

Notes payable to banks, net

   3,830     (611 )   3,610     1,009  

Proceeds from long-term debt and subordinated debt

   —       —       589     —    

Repayments of long-term debt and subordinated debt

   (2,002 )   (2,338 )   (6,128 )   (3,296 )

Proceeds from issuance of common shares

   127     141     237     6,738  

Dividend to minority shareholders

   (18,468 )   (24,870 )   (18,468 )   (24,870 )
                        

Net cash used in financing activities

   (16,513 )   (27,678 )   (20,160 )   (20,419 )

Exchange rate effects

   12,280     (3,944 )   19,571     (7,686 )
                        

Net increase (decrease) in cash and cash equivalents

   (15,014 )   12,349     (764 )   26,476  

Cash and cash equivalents at beginning of period

   232,864     149,127     218,614     135,000  
                        

Cash and cash equivalents at end of period

   217,850     161,476     217,850     161,476  
                        

Supplemental disclosures of cash flow information

        

Cash paid during the period for:

        

Interest, net

   5,523     3,975     4,891     3,580  

Income taxes, net

   619     (1,488 )   5,097     2,034  
                        


ASM INTERNATIONAL N.V.

DISCLOSURE ABOUT SEGMENTS AND RELATED INFORMATION

 

ASMI 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 holds a majority of 53.59 % interest, whilst the remaining shares are listed on the Stock Exchange of Hong Kong. The segment's main operations are located in Hong Kong, the People's Republic of China, Singapore and Malaysia.

 

(euro thousands, except headcount)

Six months ended June 30, 2005

   Front-end     Back-end     Total  
   (unaudited)     (unaudited)     (unaudited)  

Net sales to unaffiliated customers

   173,422     144,561     317,983  

Gross profit

   45,467     64,200     109,667  

Earnings (loss) from operations

   (17,429 )   33,682     16,253  

Net interest and other financial (expense) income

   (6,828 )   856     (5,972 )

Income taxes

   78     (2,128 )   (2,050 )

Minority interest

   —       (14,961 )   (14,961 )

Net earnings (loss)

   (24,179 )   17,449     (6,730 )

Net capital expenditure

   9,458     9,373     18,831  

Depreciation property, plant and equipment

   9,358     7,368     16,726  

Cash and cash equivalents

   162,471     55,379     217,850  

Capitalized goodwill

   54,462     45,857     100,319  

Other identifiable assets

   332,581     245,731     578,312  

Total assets

   549,514     346,967     896,481  

Total debt

   328,689     —       328,689  

Headcount in full-time equivalents (1)

   1,587     7,503     9,090  

Six months ended June 30, 2006

   (unaudited)     (unaudited)     (unaudited)  

Net sales to unaffiliated customers

   202,083     239,164     441,247  

Gross profit

   61,107     110,775     171,882  

Earnings (loss) from operations

   (8,580 )   69,367     60,787  

Net interest and other financial (expense) income

   (5,924 )   1,652     (4,272 )

Income taxes

   (747 )   (5,296 )   (6,043 )

Minority interest

   —       (30,502 )   (30,502 )

Net earnings (loss)

   (15,251 )   35,221     19,970  

Net capital expenditure

   8,707     7,194     15,901  

Depreciation property, plant and equipment

   9,675     8,725     18,400  

Cash and cash equivalents

   72,896     88,580     161,476  

Capitalized goodwill

   25,651     43,617     69,268  

Other identifiable assets

   332,672     255,628     588,300  

Total assets

   431,219     387,825     819,044  

Total debt

   238,253     156     238,409  

Headcount in full-time equivalents (1)

   1,733     8,384     10,117  

(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 2005, except for the adoption of Statement of Financial Accounting Standard No. 123R “Share-based Payment” (“SFAS 123R”) effective January 1, 2006.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of ASMI and its subsidiaries, where ASMI holds a controlling interest. The minority interest in subsidiaries is disclosed separately in the Consolidated Financial Statements. All intercompany profits, transactions and balances have been eliminated in consolidation. Intercompany profits included in inventory are recognized in the Consolidated Statements of Operations upon the sale of the respective inventory to a third party.

Option plans

ASMI adopted SFAS 123R effective January 1, 2006 and applies the provisions of SFAS 123R to all share-based payments, including employee stock options, granted, vested, modified or settled subsequent to January 1, 2006. SFAS 123R requires that the cost of all share-based compensation arrangements, be reflected in the financial statements based on the fair value of the awards. The cost is measured at fair value on the grant date and is recognized over the requisite service period.

Prior to January 1, 2006, ASMI applied the intrinsic-value method prescribed in APB No. 25, “Accounting for Stock Issued to Employees.” All stock options granted to employees had an exercise price equal to the market value of the underlying common shares on the date of grant and accordingly for these plans no stock-based compensation expense was reflected in financial statements.


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”).

The first consolidated financial statements prepared by ASMI in accordance with IFRS have been included in its Dutch Statutory Annual Report for 2005, including the consolidated financial statements of 2004 for comparison purposes. These consolidated financial statements replaced the consolidated financial statements ASMI prepared through 2004 in accordance with accounting principles generally accepted in the Netherlands (“Dutch GAAP”), included in its Dutch Statutory Annual Reports through 2004. 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 differs from those reported in accordance with US GAAP. The major differences relate to accounting for goodwill, accounting for minority interest, accounting for convertible subordinated notes, accounting for development expenses and accounting for option plans.

The reconciliation between IFRS and US GAAP is as follows:

 

     Net earnings     Net earnings (loss)  
     Three months ended June 30,     Six months ended June 30,  

(thousands)

   2005     2006     2005     2006  
     (unaudited)     (unaudited)     (unaudited)     (unaudited)  
US GAAP    518     17,401     (6,730 )   19,970  

Adjustments for IFRS:

        

Goodwill

   —       —       —       —    

Classification of minority interest

   10,426     16,365     14,961     30,502  

Convertible subordinated notes

   (254 )   (3,236 )   (1,367 )   (5,760 )

Development expenses

   2,392     2,249     4,576     4,979  

Option plans

   (342 )   124     (596 )   158  
                        

Total adjustments

   12,222     15,502     17,574     29,879  

IFRS

   12,740     32,903     10,844     49,849  
                        

IFRS allocation of net earnings:

        

Shareholders

   2,314     16,538     (4,117 )   19,347  

Minority interest

   10,426     16,365     14,961     30,502  

Net earnings (loss) per share:

        

Basic

   0.04     0.31     (0.08 )   0.36  

Diluted (1)

   0.04     0.31     (0.08 )   0.36  

 

     Equity     Equity  

(thousands)

   December 31,
2005
    June 30,
2006
 
           (unaudited)  
US GAAP    238,594     260,772  

Adjustments for IFRS:

    

Goodwill

   (11,686 )   (10,918 )

Classification of minority interest

   119,665     118,226  

Convertible subordinated notes

   38,229     32,469  

Development expenses

   9,366     13,538  

Option plans

   —       —    
            

Total adjustments

   155,574     153,315  

IFRS

   394,168     414,087