AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2004 | |
| OR | ||
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | |
Commission file number 001-16397
AGERE SYSTEMS INC.
| A Delaware Corporation |
I.R.S. Employer No. 22-3746606 |
1110 American Parkway NE, Allentown, PA 18109
Telephone: 610-712-1000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
At January 31, 2005, 826,379,995 shares of Class A common stock and 907,994,888 shares of Class B common stock were outstanding.
AGERE SYSTEMS INC. 1
AGERE SYSTEMS INC. AND SUBSIDIARIES Revenue Costs Gross profit Operating expenses: Selling, general and administrative Research and development Amortization of acquired intangible assets Purchased in-process research and development Restructuring and other charges—net Gain on sale of operating assets—net Total operating expenses Operating loss Other income (expense)—net Interest expense Loss before provision for income taxes Provision for income taxes Net loss Basic and diluted loss per share information: Net loss Weighted average shares outstanding—basic and diluted (in millions) See Notes to Condensed Consolidated Financial Statements. 2
AGERE SYSTEMS INC. AND SUBSIDIARIES ASSETS Current Assets Cash and cash equivalents Cash held in trust Trade receivables, less allowances of $3 as of December 31, 2004 and September 30, 2004 Inventories Other current assets Total current assets Property, plant and equipment—net of accumulated depreciation and amortization of $1,520 as of December 31, 2004 and $1,453 as of September 30, 2004 Goodwill Acquired intangible assets—net of accumulated amortization Other assets Total assets LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable Payroll and related benefits Short-term debt Income taxes payable Restructuring reserve Deferred income Other current liabilities Total current liabilities Pension and postretirement benefits Long-term debt Other liabilities Total liabilities Commitments and contingencies Stockholders' Equity Preferred stock, par value $1.00 per share, 250,000,000 shares authorized and no shares issued and outstanding Class A common stock, par value $0.01 per share, 5,000,000,000 shares authorized and 825,818,725 shares issued and outstanding as of December 31, 2004 after deducting 4,281 shares in treasury and 816,245,321 shares issued and outstanding as of September 30, 2004 after deducting 4,281 shares in treasury Class B common stock, par value $0.01 per share, 5,000,000,000 shares authorized and 907,994,888 shares issued and outstanding as of December 31, 2004 and September 30, 2004, after deducting 105,112 shares in treasury Additional paid-in capital Accumulated deficit Accumulated other comprehensive loss Total stockholders' equity Total liabilities and stockholders' equity See Notes to Condensed Consolidated Financial Statements. 3
AGERE SYSTEMS INC. AND SUBSIDIARIES OPERATING ACTIVITIES Net loss Adjustments to reconcile net loss to net cash provided by operating activities: Purchased in-process research and development Restructuring and other charges—net of cash payments Depreciation and amortization Provision for deferred income taxes Provision for inventory write-downs Equity loss from investments Dividends received from equity investments Decrease in receivables (Increase) decrease in inventories Decrease in accounts payable Decrease in payroll and benefit liabilities Increase in tax accruals Changes in other operating assets and liabilities Other adjustments for non-cash items—net NET CASH PROVIDED BY OPERATING ACTIVITIES INVESTING ACTIVITIES Capital expenditures Proceeds from the sale or disposal of property, plant and equipment Decrease in cash designated as held in trust NET CASH USED BY INVESTING ACTIVITIES FINANCING ACTIVITIES Proceeds from the issuance of stock—net of expense Principal repayments on short-term debt Principal repayments on long-term debt NET CASH USED BY FINANCING ACTIVITIES Effect of exchange rate changes on cash Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period See Notes to Condensed Consolidated Financial Statements. 4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation Agere Systems Inc. (the “Company” or “Agere”) designs, develops, manufactures and sells integrated circuit solutions for applications such as high-density storage, mobile wireless communications and enterprise and telecommunications networks. These solutions form the building blocks for a broad range of computing and communications applications. Agere's customers include manufacturers of hard disk drives, mobile phones, high speed communications systems and personal computers. The Company also generates revenue from the licensing of intellectual property. Interim Financial Information These condensed financial statements have been prepared in accordance with the rules of the Securities and Exchange Commission for interim financial statements and do not include all annual disclosures required by accounting principles generally accepted in the United States. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the fiscal year ended September 30, 2004. The condensed financial information as of December 31, 2004 and for the three months ended December 31, 2004 and 2003 is unaudited, but includes all adjustments that management considers necessary for a fair presentation of the Company's consolidated results of operations, financial position and cash flows. Results for the
three months ended December 31, 2004 are not necessarily indicative of results to be expected for the full fiscal year 2005 or any other future periods. 2. Stock Compensation Plans The Company applies Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”) and related interpretations in accounting for its plans, as permitted under Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), as amended by SFAS No. 148 “Accounting for Stock-Based Compensation—Transition and Disclosure.” Stock compensation expense net of related tax recorded under APB No. 25, which uses the intrinsic value method, was $0 for the three
months ended December 31, 2004 and 2003. The following table illustrates the effect on net loss and net loss per share if Agere had applied the fair value recognition provisions of SFAS 123 to its stock option plans and employee stock purchase plan (“ESPP”): Net loss: As reported Deduct: Stock-based employee compensation expense determined under SFAS 123 fair value based method(1) Pro forma Basic and diluted loss per share: As reported Pro forma 5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Stock options outstanding as of December 31, 2004 were 271,970,472. The Company granted 49,083,298 stock options from its stock option plans during the three months ended December 31, 2004, primarily as part of its broad based annual grant program. As of December 31, 2004, 62,584,937 shares remained available for purchase under the ESPP. For the three months ended December 31, 2004, 5,463,466 shares were purchased under the ESPP. 3. Recent Pronouncements In November 2004, the Financial Accounting Standards Board (“FASB”) issued Statement No. 151, “Inventory Costs—an amendment of ARB No. 43, Chapter 4” (“SFAS 151”). SFAS 151 clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material. Among other provisions, the new rule requires that items such as idle facility expense, excessive spoilage, double freight, and rehandling costs be recognized as current period charges regardless of whether they meet the criterion of “so abnormal” contained in ARB No. 43. Additionally, SFAS 151 requires that the allocation of fixed production overhead to the costs of conversion be based on
the normal capacity of the production facilities. SFAS 151 is effective for fiscal years beginning after June 15, 2005 and is required to be adopted by Agere in the first quarter of fiscal 2006. The Company is in the process of evaluating the impact that adoption of SFAS 151 could have but does not anticipate that such impact will be significant to its financial position or results of operations. In December 2004, the FASB issued Statement No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”), which replaces SFAS 123 and supersedes APB No. 25. Under the new standard, companies will no longer be able to account for stock-based compensation transactions using the intrinsic value method in accordance with APB No. 25. Instead, companies will be required to account for such transactions using a fair-value method and to recognize the expense in the statements of income. The adoption of SFAS 123R will also require additional accounting related to the income tax effects of and additional disclosure regarding the cash flow impacts of share-based payment arrangements. SFAS 123R will be effective
for periods beginning after June 15, 2005 and allows, but does not require, companies to restate prior periods. The Company is evaluating the impact of adopting SFAS 123R. The adoption of SFAS 123R is not expected to have a significant effect on the Company's financial condition or cash flows; however, following adoption, the Company expects to record substantial non-cash stock compensation expenses that will have a significant, adverse effect on its results of operations. In October 2004, President Bush signed into law the American Jobs Creation Act of 2004 (“AJCA”). In response to the AJCA, in December 2004 the FASB issued Staff Position No. FAS 109-1, “Application of FASB Statement No. 109 (“SFAS 109”), Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004” (“FSP 109-1”) and Staff Position No. FAS 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004” (“FSP 109-2”). FSP 109-1 clarifies that the manufacturer's
deduction provided for under the AJCA should be accounted for as a special deduction in accordance with SFAS 109 and not as a tax rate reduction. The Company currently does not expect to realize any benefit related to this provision. FSP 109-2 provides guidance under SFAS 109 with respect to recording the potential impact of the repatriation provisions of the AJCA on companies' income tax expense and deferred tax liability. FSP 109-2 states that an enterprise is allowed time beyond the financial reporting period of enactment to evaluate the effect of the AJCA on its plan for reinvestment or repatriation of foreign earnings for purposes of applying SFAS 109. Agere has not yet completed its evaluation of the impact of the repatriation provisions nor has it determined the related range of income tax effects of such repatriation. That evaluation is expected to be completed
by the end of fiscal 2005. Accordingly, as provided for in FSP 109-2, the Company has not adjusted its tax expense or deferred tax liability to reflect the repatriation provisions of the AJCA. 6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 4. Restructuring and Other Charges—Net The Company has implemented restructuring and consolidation actions to improve gross profit, reduce expenses and streamline operations. These actions include workforce reductions, rationalization and consolidation of manufacturing capacity and the exit of certain businesses, including the optoelectronic components business. At December 31, 2004, the Company was engaged in three separate restructuring programs. The first restructuring program was a resizing and consolidation of the business which began in fiscal 2001 and includes actions to improve gross profit, reduce expenses and streamline operations. This program was substantially complete as of December 31, 2004. The second restructuring program was announced on September 23, 2004 and consists of a further resizing of the business to align the cost structure
with revenue expectations and improve profitability. The third restructuring program was announced on September 29, 2004 and relates to the planned sale or closure of the Company's manufacturing facility in Orlando, Florida, by December 31, 2005. For the three months ended December 31, 2004, restructuring and other charges—net was $14 and includes restructuring and related expenses of $13 and expenses associated with the proposed combination of classes of common stock of $1. For the three months ended December 31, 2003, restructuring and other charges—net was $47 and includes asset retirement obligation charges of $31 and restructuring and related expenses of $16. Asset Retirement Obligation In the first quarter of fiscal 2004, the Company recorded charges for asset retirement obligations of $31 within restructuring and other charges—net. These charges relate to the decommissioning of the Company's former manufacturing facilities in Allentown and Reading, Pennsylvania that is expected to be substantially complete by the middle of fiscal 2005. The Company made cash payments of $4 and $5 towards this obligation in the first quarter of fiscal 2005 and 2004, respectively. The remaining balance in the reserve is $4 and $26 as of December 31, 2004 and 2003, respectively, and is recorded in other current liabilities. Restructuring Actions 2001 Manufacturing Rationalization and Resizing Beginning in fiscal 2001, the Company implemented a restructuring and consolidation program in response to significant declines in revenue, particularly from telecommunications network equipment manufacturing customers. These customers were themselves experiencing significant declines in demand from their customers. The actions taken were designed to permit the Company to achieve breakeven at a significantly lower level of quarterly revenue. This program, which is substantially complete, included actions to improve gross profit, reduce expenses, eliminate excess manufacturing capacity and streamline operations. As part of this restructuring program, the Company: Substantially all of the product lines eliminated by this restructuring program were part of the optoelectronic components business, which was sold and reported as discontinued operations. 7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 2004 Business Resizing On September 23, 2004, the Company announced a restructuring program to resize the business and improve profitability. As part of this program, the Company is reducing its workforce by approximately 550 employees across the business, including administrative functions, sales, marketing and product development, and is exiting the standalone wireless local area networking chipset business, the radio-frequency power transistor business, and all operations in the Netherlands. Closure of the Orlando Manufacturing Facility On September 29, 2004, the Company announced that it will cease operations in its wafer manufacturing facility in Orlando by the end of December 2005, if the Company is unable to find an acceptable buyer for the facility prior to that date. Approximately 600 people are employed at the facility, the majority of which are expected to be taken off roll no later than March 31, 2006. Three Months Ended December 31, 2004 The following table sets forth the Company's restructuring reserve as of December 31, 2004, and the activity affecting the reserve for the three months ended December 31, 2004: 2001 Manufacturing Workforce reductions Facility lease terminations Other charges Asset impairments Total 2004 Business Resizing Workforce reductions Other charges Total Closure of the Orlando Workforce reductions
FORM 10-Q
For the quarterly period ended December 31, 2004
TABLE OF CONTENTS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Millions Except Per Share Amounts)
(Unaudited)
Three Months
Ended
December 31,
2004
2003
$
410
$
516
274
285
136
231
55
76
119
119
1
2
—
13
14
47
(2
)
(1
)
187
256
(51
)
(25
)
(2
)
1
8
12
(61
)
(36
)
6
3
$
(67
)
$
(39
)
$
(0.04
)
$
(0.02
)
1,731
1,697
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Millions Except Per Share Amounts)
(Unaudited)
December 31,
2004
September 30,
2004
$
686
$
778
6
19
205
285
147
150
50
41
1,094
1,273
621
682
119
119
5
6
153
192
$
1,992
$
2,272
$
167
$
195
78
101
19
147
223
218
43
60
72
78
56
67
658
866
474
485
417
420
78
80
1,627
1,851
—
—
8
8
9
9
7,420
7,409
(6,848
)
(6,781
)
(224
)
(224
)
365
421
$
1,992
$
2,272
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)
(Unaudited)
Three Months
Ended
December 31,
2004
2003
$
(67
)
$
(39
)
—
13
(15
)
22
83
60
1
3
4
—
5
3
30
20
82
34
(1
)
2
(28
)
(42
)
(21
)
(15
)
4
—
(36
)
(19
)
(1
)
(2
)
40
40
(30
)
(20
)
2
1
13
5
(15
)
(14
)
8
13
(122
)
(19
)
(4
)
(8
)
(118
)
(14
)
1
—
(92
)
12
778
744
$
686
$
756
(Dollars in Millions Except Per Share Amounts)
(Unaudited)
Three Months
Ended
December 31,
2004
2003
$
(67
)
$
(39
)
(29
)
(37
)
$
(96
)
$
(76
)
$
(0.04
)
$
(0.02
)
$
(0.06
)
$
(0.04
)
(1)
The pro forma stock-based employee compensation expense has not been tax-effected due to the recording of a full valuation allowance against U.S. net deferred tax assets.
(Dollars in Millions Except Per Share Amounts)
(Unaudited)
(Dollars in Millions Except Per Share Amounts)
(Unaudited)
•
Sold its optoelectronic components business, including the manufacturing facilities associated with that business;
•
Reduced total headcount by approximately 9,700 employees;
•
Consolidated operations into fewer facilities, resulting in the closure of over 25 smaller manufacturing, administrative, support and warehouse facilities; and
•
Closed integrated circuit wafer manufacturing facilities in Allentown and Reading, Pennsylvania and Madrid, Spain.
(Dollars in Millions Except Per Share Amounts)
(Unaudited)
September 30,
2004
Three Months Ended
December 31, 2004
December 31,
2004
Restructuring
Reserve
Add
Charges
Deduct
Non-Cash
Charges
Deduct
Cash
Payments
Restructuring
Reserve
Rationalization and Resizing
$
5
$
—
$
—
$
3
$
2
20
—
—
2
18
6
4
—
4
6
—
4
4
—
—
$
31
$
8
$
4
$
9
$
26
$
21
$
4
$
2
$
14
$
9
2
1
1
1
1
$
23
$
5
$
3
$
15
$
10
Manufacturing Facility
$
6
$
—
$