UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
(Mark One)
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 26, 2004 or
o 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 0-12933
LAM RESEARCH CORPORATION
| Delaware | 94-2634797 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
4650 Cushing Parkway
Fremont, California 94538
(510) 572-0200
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 þ NO o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES þ NO o
As of January 27, 2005, there were 139,658,906 shares of Registrants Common Stock outstanding.
LAM RESEARCH CORPORATION
TABLE OF CONTENTS
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| EXHIBIT 31.1 | ||||||||
| EXHIBIT 31.2 | ||||||||
| EXHIBIT 32.1 | ||||||||
| EXHIBIT 32.2 | ||||||||
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LAM RESEARCH CORPORATION
| December 26, | June 27, | |||||||
| 2004 | 2004 | |||||||
| (unaudited) | (1) | |||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 326,173 | $ | 163,403 | ||||
Short-term investments |
323,227 | 266,069 | ||||||
Accounts receivable, net |
248,498 | 245,508 | ||||||
Inventories |
129,302 | 108,249 | ||||||
Deferred income taxes |
59,725 | 102,731 | ||||||
Prepaid expenses and other current assets |
10,300 | 10,428 | ||||||
Total current assets |
1,097,225 | 896,388 | ||||||
Property and equipment, net |
45,154 | 42,444 | ||||||
Restricted cash |
112,468 | 112,468 | ||||||
Deferred income taxes |
97,933 | 106,505 | ||||||
Other assets |
41,221 | 40,821 | ||||||
Total assets |
$ | 1,394,001 | $ | 1,198,626 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Trade accounts payable |
$ | 62,373 | $ | 93,394 | ||||
Accrued expenses and other current liabilities |
220,325 | 172,343 | ||||||
Deferred profit |
73,886 | 108,369 | ||||||
Current portion of long-term liabilities |
| 2,500 | ||||||
Total current liabilities |
356,584 | 376,606 | ||||||
Long-term liabilities less current portion |
7,268 | 9,554 | ||||||
Total liabilities |
363,852 | 386,160 | ||||||
Commitments and contingencies |
||||||||
Preferred stock, at par value of $0.001 per share; authorized -
5,000 shares, none outstanding |
| | ||||||
Common stock, at par value of $0.001 per share; authorized -
400,000 shares; issued and outstanding 138,844 shares at
December 26, 2004 and 134,988 shares at June 27, 2004 |
139 | 135 | ||||||
Additional paid-in capital |
669,913 | 628,076 | ||||||
Deferred stock-based compensation |
(1,461 | ) | (1,839 | ) | ||||
Treasury stock, at cost, 1,385 shares at December 26, 2004 and June 27, 2004 |
(19,742 | ) | (19,742 | ) | ||||
Accumulated other comprehensive loss |
(13,183 | ) | (15,283 | ) | ||||
Retained earnings |
394,483 | 221,119 | ||||||
Total stockholders equity |
1,030,149 | 812,466 | ||||||
Total liabilities and stockholders equity |
$ | 1,394,001 | $ | 1,198,626 | ||||
(1) Derived from June 27, 2004 audited financial statements.
See Notes to Condensed Consolidated Financial Statements
3
LAM RESEARCH CORPORATION
| Three Months Ended | Six Months Ended | |||||||||||||||
| December 26, | December 28, | December 26, | December 28, | |||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||
Total revenue |
$ | 379,800 | $ | 191,508 | $ | 799,349 | $ | 375,246 | ||||||||
Cost of goods sold |
180,898 | 105,372 | 385,686 | 210,842 | ||||||||||||
Cost of goods sold - restructuring recoveries |
| (1,079 | ) | | (1,329 | ) | ||||||||||
Total cost of goods sold |
180,898 | 104,293 | 385,686 | 209,513 | ||||||||||||
Gross margin |
198,902 | 87,215 | 413,663 | 165,733 | ||||||||||||
Research and development |
47,057 | 39,078 | 97,415 | 77,604 | ||||||||||||
Selling, general and administrative |
43,275 | 34,141 | 86,402 | 68,134 | ||||||||||||
Restructuring charges, net |
| 5,948 | | 7,010 | ||||||||||||
Total operating expenses |
90,332 | 79,167 | 183,817 | 152,748 | ||||||||||||
Operating income |
108,570 | 8,048 | 229,846 | 12,985 | ||||||||||||
Other income, net |
1,298 | 473 | 1,306 | 1,917 | ||||||||||||
Income before income taxes |
109,868 | 8,521 | 231,152 | 14,902 | ||||||||||||
Income tax expense |
26,254 | 2,130 | 57,788 | 3,725 | ||||||||||||
Net income |
$ | 83,614 | $ | 6,391 | $ | 173,364 | $ | 11,177 | ||||||||
Net income per share: |
||||||||||||||||
Basic net income per share |
$ | 0.61 | $ | 0.05 | $ | 1.27 | $ | 0.09 | ||||||||
Diluted net income per share |
$ | 0.59 | $ | 0.05 | $ | 1.23 | $ | 0.08 | ||||||||
Number of shares used in per share calculations: |
||||||||||||||||
Basic |
137,255 | 131,020 | 136,366 | 129,688 | ||||||||||||
Diluted |
142,268 | 139,658 | 141,108 | 137,502 | ||||||||||||
See Notes to Condensed Consolidated Financial Statements
4
LAM RESEARCH CORPORATION
| Six Months Ended | ||||||||
| December 26, | December 28, | |||||||
| 2004 | 2003 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net income |
$ | 173,364 | $ | 11,177 | ||||
Adjustments to reconcile net income to net cash provided
by operating activities: |
||||||||
Depreciation |
11,878 | 12,825 | ||||||
Amortization |
1,010 | 3,115 | ||||||
Deferred income taxes |
51,578 | 776 | ||||||
Restructuring charges, net |
| 5,681 | ||||||
Amortization of premiums on securities |
1,853 | 1,973 | ||||||
Amortization of deferred stock-based compensation |
293 | 2,769 | ||||||
Other, net |
(530 | ) | 804 | |||||
Change in working capital accounts |
(48,699 | ) | (4,954 | ) | ||||
Net cash provided by operating activities |
190,747 | 34,166 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Capital expenditures |
(13,983 | ) | (6,212 | ) | ||||
Purchases of available-for-sale securities |
(133,892 | ) | (310,785 | ) | ||||
Sales and maturities of available-for-sale securities |
75,172 | 191,317 | ||||||
Other, net |
| (232 | ) | |||||
Net cash used for investing activities |
(72,703 | ) | (125,912 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Principal payments and redemptions on long-term debt and
capital lease obligations |
| (12 | ) | |||||
Reissuances of treasury stock |
| 4,426 | ||||||
Proceeds from issuance of common stock |
41,925 | 48,204 | ||||||
Net cash provided by financing activities |
41,925 | 52,618 | ||||||
Effect of exchange rate changes on cash |
2,801 | 996 | ||||||
Net increase (decrease) in cash and cash equivalents |
162,770 | (38,132 | ) | |||||
Cash and cash equivalents at beginning of period |
163,403 | 167,343 | ||||||
Cash and cash equivalents at end of period |
$ | 326,173 | $ | 129,211 | ||||
See Notes to Condensed Consolidated Financial Statements
5
LAM RESEARCH CORPORATION
NOTE 1 BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of Lam Research Corporation (the Company or Lam) for the fiscal year ended June 27, 2004, which are included in the Annual Report on Form 10-K, File Number 0-12933. The Companys Form 10-K, Forms 10-Q and Forms 8-K are available online at the Securities and Exchange Commission website on the Internet. The address of that site is http://www.sec.gov. The Company also posts the Form 10-K, Forms 10-Q and Forms 8-K on the corporate website at http://www.lamrc.com.
The Companys reporting period is a 52/53-week fiscal year. The Companys current fiscal year will end June 26, 2005 and includes 52 weeks. The quarter ended December 26, 2004 and the quarter ended December 28, 2003 both included 13 weeks.
Reclassifications: Certain amounts presented in the comparative financial statements for prior years have been reclassified to conform to the fiscal 2005 presentation.
NOTE 2 RECENT ACCOUNTING PRONOUNCEMENTS
In March 2004, the Emerging Issues Task Force (EITF) reached a consensus on recognition and measurement guidance previously discussed under EITF 03-01. The consensus clarifies the meaning of other-than-temporary impairment and its application to investments classified as either available-for-sale or held-to-maturity under Statement of Financial Accounting Standards (SFAS) 115, Accounting for Certain Investments in Debt and Equity Securities, and investments accounted for under the cost method or the equity method. In September 2004, the Financial Accounting Standards Board (FASB) issued a final FASB Staff Position, (FSP) EITF Issue 03-01-1, which indefinitely delays the effective date for the measurement and recognition guidance of EITF 03-01. The Company is currently evaluating the impact, if any, of adopting EITF 03-01.
In November 2004, the FASB issued SFAS No. 151, Inventory Costs An Amendment of ARB No. 43, Chapter 4, which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage). The Company is required to adopt SFAS No. 151 in fiscal year 2006 and its adoption is not expected to have a significant impact on the Companys results of operations or financial position.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment. This Statement is a revision of SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS No. 123(R) requires that compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. This statement is effective beginning with the first interim or annual period after June 15, 2005, with early adoption permitted. The Company has no plans for early adoption.
The effects of the adoption of SFAS No. 123(R) on the Companys results of operations and financial position are dependent upon a number of factors, including the number of employee stock options outstanding and unvested, the number of employee stock options which may be granted in the future, the future market value and volatility of the Companys stock price, movements in the risk free rate of interest, stock option exercise and forfeiture patterns, and the stock option valuation model used to estimate the fair value of each option. As a result of these variables it is not yet possible to reliably estimate the effect of the adoption of SFAS No. 123(R) on the Companys results of operations and financial position. Note 3 herein provides an indication of the effects of adoption assuming the use of the Black Scholes option pricing model and the assumptions detailed therein to estimate the fair value of employee stock options and employee stock purchase plan awards upon the results of operations for the three and six months ended December 26, 2004 and December 28, 2003.
6
In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29. The amendments made by SFAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. SFAS No. 153 also eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS No. 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company will apply its provisions prospectively upon adoption and its adoption is not expected to have a significant impact on the Companys results of operations or financial position.
NOTE 3 STOCK-BASED COMPENSATION PLANS
The Company has adopted stock option plans that provide for the grant to employees of various equity incentive awards, including options to purchase shares of Lam common stock. In addition, the plans permit the grant of nonstatutory stock options to paid consultants and provide for the automatic grant of nonstatutory stock options to outside directors. The Company also has an employee stock purchase plan (ESPP) that allows employees to purchase its common stock.
The Company accounts for its stock option plans and stock purchase plan under the provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and FASB Interpretation (FIN) 44, Accounting for Certain Transactions Involving Stock Compensation an Interpretation of APB Opinion No. 25 (FIN 44). Pro forma information regarding net income (loss) and net income (loss) per share is required by SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure as if the Company had accounted for its stock option and stock purchase plans under the fair value method of SFAS No. 123 and SFAS No. 148. The following table illustrates the effect on net income and net income per share if the Company had accounted for its stock option and stock purchase plans under the fair value method of accounting under SFAS No. 123 and SFAS No. 148:
| Three Months Ended | Six Months Ended | |||||||||||||||
| December 26, | December 28, | December 26, | December 28, | |||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||
| (in thousands, except per share data) | ||||||||||||||||
Net income - as reported |
$ | 83,614 | $ | 6,391 | $ | 173,364 | $ | 11,177 | ||||||||
Add: compensation expense recorded under APB 25, net
of tax |
202 | | 222 | 2,077 | ||||||||||||
Deduct: SFAS No. 123 compensation expense, net of tax |
4,180 | 5,283 | 10,199 | 14,390 | ||||||||||||
Net income (loss) - pro forma |
$ | 79,636 | $ | 1,108 | $ | 163,387 | $ | (1,136 | ) | |||||||
Basic net income per share - as reported |
$ | 0.61 | $ | 0.05 | $ | 1.27 | $ | 0.09 | ||||||||
Basic net income (loss) per share - pro forma |
0.58 | 0.01 | 1.20 | (0.01 | ) | |||||||||||
Diluted net income per share - as reported |
0.59 | 0.05 | 1.23 | 0.08 | ||||||||||||
Diluted net income (loss) per share - pro forma |
$ | 0.56 | $ | 0.01 | $ | 1.16 | $ | (0.01 | ) | |||||||
For pro forma purposes, the estimated fair value of the Companys stock-based awards is amortized over the options vesting period (for options) and the respective four, eight, twelve, or sixteen-month purchase periods (for stock purchases under the employee stock purchase plan). The fair value of the Companys stock options and stock purchase plan awards were estimated using a Black-Scholes option valuation model, which was developed for use in estimating the fair value of traded options which have no vesting restrictions and which are fully transferable. The model requires the input of highly subjective assumptions, including expected stock price volatility and the estimated life of each option. The fair value of all of the Companys stock-based awards was estimated assuming no expected dividends and estimates of expected life, volatility and risk-free interest rate at the time of grant. The fair value of the Companys stock-based awards granted in the three and six-month periods of fiscal 2005 and fiscal 2004 was estimated using the following weighted-average assumptions:
| Options | ESPP | |||||||||||||||||||||||||||||||
| Three Months Ended | Six Months Ended | Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||
| December 26, | December 28, | December 26, | December 28, | December 26, | December 28, | December 26, | December 28, | |||||||||||||||||||||||||
| 2004 | 2003 | 2004 | 2003 | 2004 | 2003 | 2004 | 2003 | |||||||||||||||||||||||||
Expected life (years) |
4.6 | 3.5 | 3.6 | 3.4 | 0.7 | 0.7 | 0.6 | 0.5 | ||||||||||||||||||||||||
Expected stock price volatility |
74 | % | 74 | % | 74 | % | 74 | % | 74 | % | 74 | % | 74 | % | 74 | % | ||||||||||||||||
Risk-free interest rate |
3.4 | % | 2.1 | % | 2.9 | % | 2.0 | % | 3.4 | % | 2.1 | % | 2.9 | % | 2.0 | % | ||||||||||||||||
7
NOTE 4 INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out method) or market. Inventories consist of the following:
| December 26, | June 27, | |||||||
| 2004 | 2004 | |||||||
| (in thousands) | ||||||||
Raw materials |
$ | 55,192 | $ | 45,070 | ||||
Work-in-process |
36,160 | 41,353 | ||||||
Finished goods |
37,950 | 21,826 | ||||||
| $ | 129,302 | $ | 108,249 | |||||
NOTE 5 PROPERTY AND EQUIPMENT
Property and equipment, net, consist of the following:
| December 26, | June 27, | |||||||
| 2004 | 2004 | |||||||
| (in thousands) | ||||||||
Manufacturing, engineering and office equipment |
$ | 102,212 | $ | 98,046 | ||||
Computer equipment and software |
61,698 | 59,062 | ||||||
Leasehold improvements |
39,579 | 41,256 | ||||||
Furniture and fixtures |
4,633 | 3,204 | ||||||
| 208,122 | 201,568 | |||||||
Less: accumulated depreciation and amortization |
(162,968 | ) | (159,124 | ) | ||||
| $ | 45,154 | $ | 42,444 | |||||
NOTE 6 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following:
| December 26, | June 27, | |||||||
| 2004 | 2004 | |||||||
| (in thousands) | ||||||||
Accrued compensation |
$ | 102,975 | $ | 76,896 | ||||
Warranty reserves |
38,352 | 28,401 | ||||||
Income and other taxes payable |
35,050 | 33,972 | ||||||
Restructuring reserves |
4,885 | 5,093 | ||||||
Other |
39,063 | 27,981 | ||||||
| $ | 220,325 | $ | 172,343 | |||||
NOTE 7 OTHER INCOME, NET
The significant components of other income, net, are as follow:
| Three Months Ended | Six Months Ended | |||||||||||||||
| December 26, | December 28, | December 26, | December 28, | |||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||
| (in thousands) | ||||||||||||||||
Interest income |
$ | 3,189 | $ | 2,238 | $ | 5,582 | $ | 4,950 | ||||||||
Interest expense |
(444 | ) | (783 | ) | (987 | ) | (1,369 | ) | ||||||||
Foreign exchange gain (loss) |
(117 | ) | (185 | ) | 306 | (307 | ) | |||||||||
Debt issue cost amortization |
| (425 | ) | | (850 | ) | ||||||||||
Charitable contributions |
(1,250 | ) | | (3,250 | ) | | ||||||||||
Other, net |
(80 | ) | (372 | ) | (345 | ) | (507 | ) | ||||||||
| $ | 1,298 | $ | 473 | $ | 1,306 | $ | 1,917 | |||||||||
8
NOTE 8 NET INCOME PER SHARE
Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed, using the treasury stock method, as though all potential common shares that are dilutive were outstanding during the period. The following table provides a reconciliation of the numerators and denominators of the basic and diluted computations for net income per share.
| Three Months Ended | Six Months Ended | |||||||||||||||
| December 26, | December 28, | December 26, | December 28, | |||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||
| (in thousands, except per share data) | ||||||||||||||||
Numerator: |
||||||||||||||||
Net income |
$ | 83,614 | $ | 6,391 | $ | 173,364 | $ | 11,177 | ||||||||
Denominator: |
||||||||||||||||
Basic average shares outstanding |
137,255 | 131,020 | 136,366 | 129,688 | ||||||||||||
Effect of potential dilutive securities: |
||||||||||||||||
Employee stock plans and warrant |
5,013 | 8,638 | 4,742 | 7,814 | ||||||||||||
Diluted average shares outstanding |
142,268 | 139,658 | 141,108 | 137,502 | ||||||||||||
Net income per share Basic |
$ | 0.61 | $ | 0.05 | $ | 1.27 | $ | 0.09 | ||||||||
Net income per share Diluted |
$ | 0.59 | $ | 0.05 | $ | 1.23 | $ | 0.08 | ||||||||
For purposes of computing diluted net income per share, weighted-average common shares do not include potential dilutive securities whose exercise prices exceed the average market value of the Companys common stock for the period. The following potential dilutive securities were excluded:
| Three Months Ended | Six Months Ended | |||||||||||||||
| December 26, | December 28, | December 26, | December 28, | |||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||
| (in thousands) | ||||||||||||||||
Number of potential
dilutive securities
excluded |
3,800 | 946 | 4,319 | 3,423 | ||||||||||||
In addition, during the three and six months ended December 28, 2003, 6.7 million potential dilutive securities related to the Companys convertible subordinated 4% notes (4% Notes) were excluded for purposes of computing diluted net income per share because the effect would have been antidilutive. The Companys 4% Notes were repaid in June, 2004, two years prior to maturity.
9
NOTE 9 COMPREHENSIVE INCOME
The components of comprehensive income are as follows:
| Thr | ||||||||||||||||