-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GI3+g9LZgRwUY/1/gSRg4hUCYaXPxmS+EOgxPaBkyrO01h1s4g8XIXCSNqEwCI7F XuKTvajkIfJFBJEXlLnl0w== 0000070530-04-000023.txt : 20040610 0000070530-04-000023.hdr.sgml : 20040610 20040610123058 ACCESSION NUMBER: 0000070530-04-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040530 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000070530 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952095071 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06453 FILM NUMBER: 04857666 BUSINESS ADDRESS: STREET 1: 2900 SEMICONDUCTOR DR STREET 2: PO BOX 58090 CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 BUSINESS PHONE: 4087215000 MAIL ADDRESS: STREET 1: 2900 SEMICONDUCTOR DR CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 8-K 1 form8k_61004.txt FORM 8K FOR NEWS RELEASE FOR Q4FY04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2004 NATIONAL SEMICONDUCTOR CORPORATION ---------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-6453 95-2095071 -------- ------ ---------- (State of Incorporation) (Commission (I.R.S. Employer File Number) Identification Number) 2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090 SANTA CLARA, CALIFORNIA 95052-8090 (Address of Principal Executive Offices) (408) 721-5000 (Registrant's telephone number, including area code) NATIONAL SEMICONDUCTOR CORPORATION Table of Contents Page Item 7. Financial Statements and Exhibits 3 Item 12. Results of Operations and Financial Condition 3 Signature 4 Exhibits: 99.1 News release dated June 10, 2004 (Earnings) NATIONAL SEMICONDUCTOR CORPORATION Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c ) Exhibits Exhibit No. Description of Exhibit - ----------- ---------------------- 99.1 News release dated June 10, 2004 issued by National Semiconductor Corporation* (Earnings) *This exhibit is intended to be furnished and shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended. Item 12. RESULTS OF OPERATION AND FINANCIAL CONDITION On June 10, 2004, National Semiconductor Corporation issued a news release announcing earnings for the quarter ended May 30, 2004. The earnings news release, which has been attached as Exhibit 99.1, contains unaudited Condensed Consolidated Statements of Operations, Balance Sheets, and Statements of Cash Flows that are presented in accordance with United States generally accepted accounting principles, or GAAP. The news release includes special non-GAAP information relating only to fiscal 2003 results. The release discusses special charges for prior cost reduction actions and license write-downs in fiscal 2003 that affected the fiscal 2003 results. We have provided this non-GAAP information to give investors additional information that will provide a better understanding of the underlying performance of our business. This non-GAAP results information should be considered supplemental to, and not a substitute for or superior to, the financial statements prepared in accordance with GAAP that are contained in the news release. The information in Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. 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. NATIONAL SEMICONDUCTOR CORPORATION //S// Robert E. DeBarr ----------------------- Dated: June 10, 2004 Robert E. DeBarr Controller Signing on behalf of the registrant and as principal accounting officer EX-99 2 form8k61004_ex991.txt EXHIBIT 99.1 NEWS RELEASE DATED 6-10-04 Exhibit 99.1 NATIONAL SEMICONDUCTOR REPORTS 34% YEAR-TO-YEAR REVENUE GROWTH AND RECORD GROSS MARGIN FOR FOURTH QUARTER OF FISCAL 2004 o Q4 profit is $126.4 million, yielding earnings of 32 cents per share compared to year-ago fourth quarter loss of 1 cent per share o Gross margin reached all-time high of 54.4%, a 10-point increase from Q4 of FY2003 o Revenues hit $571.2 million, a 34% increase year-to-year and 11% from Q3 o Fourth quarter bookings increased 45% year-to-year SANTA CLARA, Calif., June 10, 2004 - National Semiconductor Corporation (NYSE:NSM) today reported a GAAP profit of $126.4 million, or 32 cents per share, on revenues of $571.2 million for the fourth quarter of fiscal 2004, which ended May 30, 2004. National's fourth quarter sales were 34 percent higher than the fourth quarter of fiscal 2003 and 11 percent higher sequentially than the third quarter of fiscal 2004, when the company reported revenues of $513.6 million and earnings of 24 cents per share. (National's fourth quarter included 13 weeks, compared to 14 calendar weeks in the third quarter.) Gross margin rose to an all-time high of 54.4 percent in the fourth quarter, compared to gross margin of 44.6 percent for the fourth quarter of fiscal 2003 and 51.4 percent in the third quarter of fiscal 2004. "Nationals focus on analog is clearly paying off in the form of higher returns to our shareholders," said Brian L. Halla, National's chairman, president and CEO. "Gross margin increased to 54 percent and our return on invested capital exceeded 32 percent in the fourth quarter." For the entire 2004 fiscal year, National's gross margin was 51 percent. Last June, National reported gross margin of 43.4 percent for fiscal 2003. The consistent improvement in gross margin has been driven by National's focus on increasing sales and market share in its higher value, higher margin analog products. Similar to the prior quarter, National's wafer fab utilization rate was in the mid-90's. BOOKINGS HIGHER IN Q4 National's worldwide bookings increased 45 percent year-to-year and 2 percent sequentially from the third quarter (which had 14 calendar weeks compared to a normal 13-week quarter). On a weekly run-rate basis, fourth quarter bookings rose approximately 10 percent from the third quarter. Bookings for analog products grew more than 50 percent year-to-year, led by strong growth in National's power management, amplifiers, and data conversion products. New orders for portable power management products and data converters outperformed the company's average both year-to-year and sequentially from the third quarter. With respect to National's different geographies, the Asia Pacific region experienced the strongest fourth quarter bookings growth both year-to-year and quarter-to-quarter. Bookings for North America declined from the third quarter, primarily due to the distribution channel. Bookings in all regions grew substantially year-to-year. Total company bookings were well above billings in the fourth quarter. The Company's bookings strength in the fourth quarter was driven largely by National's top OEM customers. Bookings from distributors moderated during the quarter as National's delivery leadtimes returned to more normal levels. Distributors' resale rates of National products to their end customers increased sequentially in all regions. Two regions recorded double-digit percentage increases in resale rates in Q4 compared to Q3. GUIDANCE FOR Q1, FY2005 During the first quarter of FY2005, National anticipates revenues to be sequentially flat to up 3 percent from the fourth quarter. Based upon the revenue range, gross margins are expected to improve and operating expenses are expected to be comparable to fourth quarter expenses. "Heading into the typically seasonal August quarter, we are encouraged by the fact that this year National's bookings were strong and our backlog grew during the fourth quarter," Halla said. "We will continue to aggressively manage our business to further improve our gross margins by expanding our position in key analog areas such as power management, amplifiers and data converters." SUMMARY OF FISCAL 2004 For fiscal 2004, National reported a GAAP net profit of $315.0 million, or 81 cents per share, on revenues of $1.98 billion. This compares to a net loss of $33.3 million, or 9 cents per share, on revenues of $1.67 billion for fiscal 2003. National's fiscal 2003 net loss included $43.6 million of special charges for severances related to workforce reductions and impairments of specific assets, and $13.8 million in R & D expenses for write-downs of technology licenses. Without these charges, National would have reported net income of $24.1 million, or 6 cents per share, for fiscal 2003. SPECIAL NOTE This release contains forward-looking statements dependent on a number of risks and uncertainties pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These factors include, but are not restricted to, new orders received and shipped during the first quarter, the degree of factory utilization, the successful construction of our Suzhou assembly and test facility, the successful sale of inventories at existing prices, and the ramp up of recently introduced products. Other risk factors are included in the Company's 10-K for the year ended May 25, 2003 (see Outlook and Risk Factors sections of Management's Discussion and Analysis of Financial Conditions and Results of Operations) and the 10-Q for the quarter ended February 29, 2004. Summary of Results - --------------------------------------------------------------------------------------------- For 3 months ended For 12 months ended ------------------ ------------------- May 30, 2004 May 25, 2003 May 30, 2004 May 25, 2003 Net sales $571.2 $425.3 $1,983.1 $1,672.5 Net income (loss) $126.4 $ (4.4) $ 315.0 $ (33.3) Earnings (loss) per share $ 0.32 $ (0.01) $ 0.81 $ (0.09) - --------------------------------------------------------------------------------------------- All figures in millions of dollars, except for per share amounts
ABOUT NATIONAL SEMICONDUCTOR National Semiconductor, the industry's premier analog company, creates high performance analog devices and subsystems. National's leading-edge products include power management circuits, display drivers, audio and operational amplifiers, communication interface products and data conversion solutions. National's key markets include wireless handsets, displays, PCs and laptops. The company's analog products are also optimized for numerous applications in a variety of electronics markets, including medical, automotive, industrial and test and measurement. Headquartered in Santa Clara, California, National reported sales of $1.98 billion for fiscal 2004, which ended May 30, 2004. Additional company and product information is available at www.national.com. National Semiconductor is a registered trademark. NATIONAL SEMICONDUCTOR CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in millions, except per share amounts) Three Months Ended Twelve Months Ended -------------------------- ------------------------- May 30, May 25, May 30, May 25, 2004 2003 2004 2003 ------------ ------------- ------------ ------------
Net sales $ 571.2 $ 425.3 $1,983.1 $1,672.5 Operating costs and expenses: Cost of sales 260.4 235.5 970.8 946.8 Research and development 91.0 98.1 352.8 435.6 Selling, general and administrative 74.4 65.3 287.7 270.3 Special items 2.9 26.6 19.6 44.3 ------------ ------------- ------------ ------------ Total operating costs and expenses 428.7 425.5 1,630.9 1,697.0 ------------ ------------- ------------ ------------ Operating income (loss) 142.5 (0.2) 352.2 (24.5) Interest income, net 2.7 3.2 10.4 14.8 Other income (expense), net 1.7 (4.9) 3.3 (13.6) ------------ ------------- ------------ ------------ Income (loss) before taxes and cumulative effect of a change in accounting principle 146.9 (1.9) 365.9 (23.3) Income tax expense 20.5 2.5 49.0 10.0 ------------ ------------- ------------ ------------ Income (loss) before cumulative effect of a change in accounting principle 126.4 (4.4) 316.9 (33.3) Cumulative effect of a change in accounting principle including tax effect of $0.2 million - - (1.9) - ------------ ------------- ------------ ------------ Net income (loss) $ 126.4 $ (4.4) $ 315.0 $ (33.3) ============ ============= ============ ============ Earnings (loss) per share: Income before cumulative effect of a change in accounting principle: Basic $ 0.35 $ (0.01) $ 0.88 $ (0.09) Diluted $ 0.32 $ (0.01) $ 0.82 $ (0.09) Net income (loss): Basic $ 0.35 $ (0.01) $ 0.87 $ (0.09) Diluted $ 0.32 $ (0.01) $ 0.81 $ (0.09) Selected income statement ratios as a percentage of sales: Gross margin 54.4% 44.6% 51.0% 43.4% Research and development 15.9% 23.1% 17.8% 26.0% Selling, general and administrative 13.0% 15.4% 14.5% 16.2% Net income (loss) 22.1% (1.0)% 15.9% (2.0)% Effective tax rate 14.0% N/A 13.4% N/A
NATIONAL SEMICONDUCTOR CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in millions) May 30, May 25, 2004 2003 -------------------- -------------------
ASSETS Current assets: Cash and cash equivalents $ 642.9 $ 802.2 Short-term marketable investments 139.3 113.2 Receivables 198.9 140.9 Inventories 200.1 142.2 Deferred tax assets 54.9 66.0 Other current assets 52.3 20.5 -------------------- ------------------- Total current assets 1,288.4 1,285.0 Net property, plant and equipment 699.6 680.7 Goodwill 173.3 173.3 Other assets 117.4 109.4 -------------------- ------------------- Total assets $2,278.7 $2,248.4 ==================== =================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 22.1 $ 2.3 Accounts payable 141.0 107.0 Accrued expenses 202.6 196.1 Income taxes payable 63.4 49.6 -------------------- ------------------- Total current liabilities 429.1 355.0 Long-term debt - 19.9 Other noncurrent liabilities 141.7 167.5 -------------------- ------------------- Total liabilities 570.8 542.4 -------------------- ------------------- Commitments and contingencies Shareholders' equity: Common stock 178.8 183.6 Additional paid-in capital 1,030.1 1,359.5 Retained earnings 592.2 277.2 Accumulated other comprehensive loss (93.2) (114.3) -------------------- ------------------- Total shareholders' equity 1,707.9 1,706.0 -------------------- ------------------- Total liabilities and shareholders' equity $2,278.7 $2,248.4 ==================== ===================
NATIONAL SEMICONDUCTOR CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in millions) Twelve Months Ended -------------------------------------- May 30, May 25, 2004 2003 ---------------- ---------------
Cash flows from operating activities: Net income (loss) $ 315.0 $ (33.3) Adjustments to reconcile net income with net cash provided by operating activities: Cumulative effect of a change in accounting principle 1.9 - Depreciation, amortization, and accretion 209.9 228.5 Gain on investments (4.5) 3.9 Share in net losses of equity-method investments 14.1 15.9 Loss on disposal of equipment 6.2 2.9 Tax benefit associated with stock options 22.2 - Impairment of technology licenses - 13.8 Noncash special items 1.4 12.8 Other, net 3.6 0.8 Changes in certain assets and liabilities, net: Receivables (50.4) (9.1) Inventories (62.5) 2.8 Other current assets (31.6) 3.4 Accounts payable and accrued expenses 46.3 (32.9) Income taxes payable 12.1 5.3 Other noncurrent liabilities (3.5) 6.8 ---------------- --------------- Net cash provided by operating activities 480.2 221.6 ---------------- --------------- Cash flows from investing activities: Purchase of property, plant and equipment (215.3) (154.9) Sale and maturity of available-for-sale securities 359.0 892.6 Purchase of available-for-sale securities (386.7) (843.4) Sale of investments 9.6 18.0 Sale of equipment - 2.3 Business acquisition, net of cash aquired - (11.0) Investment in nonpublicly traded companies (1.8) (21.8) Funding of benefit plan (4.6) (3.6) Security deposits on leased equipment (20.1) - Other, net 5.2 (1.6) ---------------- --------------- Net cash used by investing activities (254.7) (123.4) ---------------- --------------- Cash flows from financing activities: Repayment of debt (2.1) (5.4) Payment on CAD license obligations (22.7) (14.6) Issuance of common stock 211.9 42.7 Net advances s to acquire treasury stock (29.4) - Purchase and retirement of treasury stock (542.5) - ---------------- --------------- Net cash (used by) provided by financing activities (384.8) 22.7 ---------------- --------------- Net change in cash and cash equivalents (159.3) 120.9 Cash and cash equivalents at beginning of period 802.2 681.3 ---------------- --------------- Cash and cash equivalents at end of period $ 642.9 $ 802.2 ================ ===============
PART I. FINANCIAL INFORMATION EARNINGS PER SHARE (Unaudited) (in millions, except per share amounts) Three Months Ended Twelve Months Ended --------------------------- ------------------------- May 30, May 25, May 30, May 25, 2004 2003 2004 2003 -------------- ------------ ------------ ------------
Earnings (loss) per share: Basic $ 0.35 $ (0.01) $ 0.87 $ (0.09) Diluted $ 0.32 $ (0.01) $ 0.81 $ (0.09) Net income (loss) used in basic and diluted earnings per share calculation $126.4 $ (4.4) $315.0 $(33.3) Weighted-average shares: Basic 357.3 366.0 361.0 363.6 Diluted 389.6 366.0 388.5 363.6
NOTES TO FINANCIAL STATEMENTS (in millions, except per share amounts) The following table provides a reconciliation of net loss as reported to net income excluding special items and license write-downs for fiscal 2003. Only GAAP amounts are discussed and presented for fiscal 2004: Twelve Months Ended --------------------- May 25, 2003 --------------------- Net loss as reported $(33.3) Add back: Special item - Cost reduction charge 43.6 Write-downs of technology licenses 13.8 --------------------- Net income excluding special items and licenses write-downs in fiscal 2003 $ 24.1 ===================== Earnings per share: Basic $ 0.07 Diluted $ 0.06 Weighted-average shares: Basic 363.6 Diluted 370.8 Three Months Ended Twelve Months Ended --------------------------- ------------------------- May 30, May 25, May 30, May 25, Special items 2004 2003 2004 2003 -------------- ------------ ------------ ------------
Cost reduction items $ 2.9 $ 26.6 $ 19.6 $ 43.6 In-process research and development charges - - - 0.7 -------------- ------------ ------------ ------------ Total special items $ 2.9 $ 26.6 $ 19.6 $ 44.3 ============== ============ ============ ============ Interest income, net Interest income $ 3.1 $ 3.4 $ 11.6 $ 16.3 Interest expense (0.4) (0.2) (1.2) (1.5) -------------- ------------ ------------ ------------ Interest income, net $ 2.7 $ 3.2 $ 10.4 $ 14.8 ============== ============ ============ ============ Other income (expense), net Net intellectual property income $ 2.4 $ 2.5 $ 11.1 $ 6.1 Gain(loss) on investments 2.8 (1.6) 7.0 (1.6) Share in net losses of equity-method investments (3.3) (5.4) (14.1) (15.9) Other (0.2) (0.4) (0.7) (2.2) -------------- ------------ ------------ ------------ Total other income (expense), net $ 1.7 $ (4.9) $ 3.3 $ (13.6) ============== ============ ============ ============
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