UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 26, 2004
Commission file number: 0-21154
CREE, INC.
(Exact name of registrant as specified in its charter)
| North Carolina | 56-1572719 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 4600 Silicon Drive Durham, North Carolina |
27703 | |
| (Address of principal executive offices) | (Zip Code) | |
(919) 313-5300
(Registrants telephone number, including area code)
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. x Yes ¨ No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). x Yes ¨ No
The number of shares outstanding of the registrants common stock, par value $0.00125 per share; as of October 18, 2004 was 73,872,433.
FORM 10-Q
For the Quarter Ended September 26, 2004
INDEX
2
PART I - FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
| September 26, 2004 |
June 27, 2004 | |||||
| (Unaudited) | (Audited) | |||||
| ASSETS |
||||||
| Current assets: |
||||||
| Cash and cash equivalents |
$ | 98,546 | $ | 81,472 | ||
| Short-term investments held to maturity |
77,462 | 76,691 | ||||
| Accounts receivable, net |
46,110 | 47,766 | ||||
| Interest receivable |
1,695 | 1,752 | ||||
| Inventories, net |
22,813 | 19,428 | ||||
| Deferred income taxes |
2,560 | 2,560 | ||||
| Prepaid expenses and other current assets |
5,251 | 5,224 | ||||
| Total current assets |
254,437 | 234,893 | ||||
| Property and equipment, net |
293,918 | 273,342 | ||||
| Long-term investments held to maturity |
76,914 | 72,730 | ||||
| Marketable securities available for sale |
33,191 | 22,002 | ||||
| Patent and license rights, net |
20,491 | 19,831 | ||||
| Other assets |
4,073 | 5,202 | ||||
| Total assets |
$ | 683,024 | $ | 628,000 | ||
| LIABILITIES AND SHAREHOLDERS EQUITY |
||||||
| Current liabilities: |
||||||
| Accounts payable, trade |
$ | 31,097 | $ | 25,102 | ||
| Accrued salaries and wages |
7,746 | 8,125 | ||||
| Deferred revenue |
7,142 | 8,437 | ||||
| Income taxes payable |
11,504 | | ||||
| Other accrued expenses |
2,592 | 3,318 | ||||
| Total current liabilities |
60,081 | 44,982 | ||||
| Long-term liabilities: |
||||||
| Deferred income taxes |
8,305 | 3,886 | ||||
| Total long-term liabilities |
8,305 | 3,886 | ||||
| Shareholders equity: |
||||||
| Preferred stock, par value $0.01; 3,000 shares authorized at September 26, 2004 and June 27, 2004; none issued and outstanding |
| | ||||
| Common stock, par value $0.00125; 200,000 shares authorized at September 26, 2004 and June 27, 2004; 73,841 and 73,245 shares issued and outstanding at September 26, 2004 and June 27, 2004, respectively |
92 | 91 | ||||
| Additional paid-in-capital |
510,583 | 506,275 | ||||
| Other comprehensive income, net of taxes |
12,396 | 5,627 | ||||
| Retained earnings |
91,567 | 67,139 | ||||
| Total shareholders equity |
614,638 | 579,132 | ||||
| Total liabilities and shareholders equity |
$ | 683,024 | $ | 628,000 | ||
The accompanying notes are an integral part of the consolidated financial statements.
3
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
| Three Months Ended | ||||||
| September 26, 2004 |
September 28, 2003 | |||||
| Revenue: |
||||||
| Product revenue, net |
$ | 90,186 | $ | 59,163 | ||
| Contract revenue, net |
5,711 | 7,048 | ||||
| Total revenue |
95,897 | 66,211 | ||||
| Cost of revenue: |
||||||
| Product revenue, net |
37,936 | 32,503 | ||||
| Contract revenue, net |
4,291 | 5,492 | ||||
| Total cost of revenue |
42,227 | 37,995 | ||||
| Gross profit |
53,670 | 28,216 | ||||
| Operating expenses: |
||||||
| Research and development |
11,015 | 8,327 | ||||
| Sales, general and administrative |
7,660 | 7,912 | ||||
| Other expense |
78 | 3 | ||||
| Income from operations |
34,917 | 11,974 | ||||
| Non-operating income: |
||||||
| Gain on investments in marketable securities |
118 | | ||||
| Interest income, net |
1,149 | 892 | ||||
| Other income |
5 | 2 | ||||
| Income before income taxes |
36,189 | 12,868 | ||||
| Income tax expense |
11,761 | 3,989 | ||||
| Net income |
$ | 24,428 | $ | 8,879 | ||
| Earnings per share: |
||||||
| Basic |
$ | 0.33 | $ | 0.12 | ||
| Diluted |
$ | 0.32 | $ | 0.12 | ||
| Shares used in per share calculation: |
||||||
| Basic |
73,503 | 74,174 | ||||
| Diluted |
75,600 | 75,754 | ||||
The accompanying notes are an integral part of the consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF CASH FLOW
(In thousands)
(Unaudited)
| Three Months Ended |
||||||||
| September 26, 2004 |
September 28, 2003 |
|||||||
| Operating activities: |
||||||||
| Net income |
$ | 24,428 | $ | 8,879 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation of property and equipment |
15,210 | 12,465 | ||||||
| Loss on disposal of property, equipment and patents |
78 | 3 | ||||||
| Gain on marketable securities |
(118 | ) | | |||||
| Amortization of patent rights |
406 | 183 | ||||||
| Amortization of premium on securities held to maturity |
608 | 749 | ||||||
| Amortization of deferred compensation |
| 155 | ||||||
| Deferred income taxes |
| 3,881 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts and interest receivable |
1,713 | (13,870 | ) | |||||
| Inventories |
(3,385 | ) | 1,449 | |||||
| Prepaid expenses and other assets |
(27 | ) | 968 | |||||
| Accounts payable, trade |
5,738 | 357 | ||||||
| Accrued expenses and other liabilities |
9,105 | 3,288 | ||||||
| Net cash provided by operating activities |
53,756 | 18,507 | ||||||
| Investing activities: |
||||||||
| Purchase and deposits for property and equipment |
(34,657 | ) | (18,144 | ) | ||||
| Purchase of securities held to maturity |
(42,132 | ) | (26,785 | ) | ||||
| Proceeds from maturities of securities held to maturity |
36,687 | 20,692 | ||||||
| Proceeds from sale of property and equipment |
25 | 5 | ||||||
| Increase in other long-term assets |
7 | | ||||||
| Capitalized patent costs |
(921 | ) | (3,590 | ) | ||||
| Net cash used in investing activities |
(40,991 | ) | (27,822 | ) | ||||
| Financing activities: |
||||||||
| Net proceeds from issuance of common stock |
4,309 | 259 | ||||||
| Net cash provided by financing activities |
4,309 | 259 | ||||||
| Net increase (decrease) in cash and cash equivalents |
17,074 | (9,056 | ) | |||||
| Cash and cash equivalents: |
||||||||
| Beginning of period |
$ | 81,472 | $ | 64,795 | ||||
| End of period |
$ | 98,546 | $ | 55,739 | ||||
| Supplemental disclosure of cash flow information: |
||||||||
| Cash paid for income taxes |
$ | 257 | $ | 750 | ||||
The accompanying notes are an integral part of the consolidated financial statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Basis of Presentation
The consolidated balance sheet as of September 26, 2004, the consolidated statements of income for the three months ended September 26, 2004 and September 28, 2003, and the consolidated statements of cash flow for the three months ended September 26, 2004 and September 28, 2003 have been prepared by the Company and have not been audited. In the opinion of management, all normal and recurring adjustments necessary to present fairly the consolidated financial position, results of operations and cash flow at September 26, 2004, and for all periods presented, have been made. The consolidated balance sheet at June 27, 2004 has been derived from the audited financial statements as of that date.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Companys fiscal 2004 Annual Report on Form 10-K. The results of operations for the period ended September 26, 2004 are not necessarily indicative of the operating results that may be attained for the entire fiscal year.
Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Cree, Inc., and its wholly-owned subsidiaries, Cree Microwave, Inc. (Cree Microwave), Cree Funding, LLC (Cree Funding), Cree Employee Services Corporation, Cree Technologies, Inc., CI Holdings, Limited, Cree Asia-Pacific, Inc., Cree Japan, Inc, Cree International Holdings Inc. and Cree Asia-Pacific Limited. Cree Funding was merged into the Company effective June 27, 2004. All material intercompany accounts and transactions have been eliminated in consolidation.
Business Segments
The Company operates in two business segments, Cree and Cree Microwave. The Cree segment incorporates its proprietary technology to produce wide bandgap compound semiconductors using silicon carbide, or SiC, and group III nitrides, or GaN, technology. Products from this segment are used in mobile appliances, automotive backlighting, indicator lamps, full color light emitting diode (LED) displays and other lighting applications as well as microwave and power applications. The Cree segment also sells SiC and GaN material products to corporate, government and university research laboratories and generates revenue from contracts with agencies of the U.S. Federal government and other parties.
The Cree Microwave segment designs, manufactures and markets a line of silicon-based laterally diffused metal oxide semiconductors (LDMOS) and bipolar radio frequency power semiconductors and modules, a critical component utilized in building power amplifiers for wireless infrastructure applications as well as products serving military and aeronautics markets.
6
Summarized financial information concerning the reportable segments as of and for the three months ended September 26, 2004 and September 28, 2003 is shown in the following table. There were no intercompany sales between the Cree segment and the Cree Microwave segment during the comparative periods. The Other column represents amounts excluded from specific segments such as interest income and gains or losses on the sale of marketable securities. In addition, the Other column also includes corporate assets such as cash and cash equivalents, short-term investments held to maturity, marketable securities, interest receivable and long-term investments held to maturity which have not been allocated to a specific segment.
| As of and for the three months ended September 26, 2004 (in thousands) |
Cree |
Cree Microwave |
Other |
Total | |||||||||
| Highlights from the Consolidated Statement of Income: |
|||||||||||||
| Product revenue, net |
$ | 88,751 | $ | 1,435 | $ | | $ | 90,186 | |||||
| Contract revenue, net |
5,711 | | | 5,711 | |||||||||
| Total revenue |
94,462 | 1,435 | | 95,897 | |||||||||
| Cost of revenue |
39,465 | 2,762 | | 42,227 | |||||||||
| Gross profit (loss) |
54,997 | (1,327 | ) | | 53,670 | ||||||||
| Research and development |
9,992 | 1,023 | | 11,015 | |||||||||
| Selling, general and administrative |
6,839 | 821 | | 7,660 | |||||||||
| Other expense |
78 | | | 78 | |||||||||
| Other non-operating income |
5 | | | 5 | |||||||||
| Income (loss) before income taxes |
38,093 | (3,171 | ) | 1,267 | 36,189 | ||||||||
| Depreciation and amortization |
$ | 14,961 | $ | 655 | | $ | 15,616 | ||||||
| Other Consolidated Financial Information: |
|||||||||||||
| Inventories, net |
$ | 20,868 | $ | 1,945 | $ | | $ | 22,813 | |||||
| Property and equipment, net |
284,515 | 9,403 | | ||||||||||