-----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, PxDsl7zocCQscWBGaSQ9G+Yx+qWpLcW54esyGM3qq0zXJEcNUKbx8WvWACMAHFgY p4H6gqLWnaN/3lIxOT3VBw== 0000891618-01-501659.txt : 20010726 0000891618-01-501659.hdr.sgml : 20010726 ACCESSION NUMBER: 0000891618-01-501659 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010724 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAM RESEARCH CORP CENTRAL INDEX KEY: 0000707549 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 942634797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-12933 FILM NUMBER: 1689118 BUSINESS ADDRESS: STREET 1: 4650 CUSHING BLVD CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5106590200 MAIL ADDRESS: STREET 1: 4650 CUSHING PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 8-K 1 f74352e8-k.htm FORM 8-K Lam Research Corporation Form 8-K July 24, 2001
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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


July 24, 2001

Date of Report (Date of earliest event reported)


LAM RESEARCH CORPORATION

(Exact Name of Registrant, as Specified in its Charter)


         
Delaware
(State or other
Jurisdiction of Incorporation)
  000-12933
(Commission File Number)
  94-2634797
(I.R.S. Employer
Identification No.)


4650 Cushing Parkway
Fremont, CA 94538

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (510) 659-0200


 


Item 5. Other Events.
Item 7. Financial Statements, pro Forma Financial Information and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1


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Item 5. Other Events.

     Release of Fiscal 2000 Fourth Quarter and Year-End Results

     On July 24, 2001, Lam Research Corporation (the “Company”) issued a press release announcing its fiscal 2001 fourth quarter and year-end results.

     Attached hereto as Exhibit 99.1 is the Company’s press release dated July 24, 2001.

Item 7. Financial Statements, pro Forma Financial Information and Exhibits

     (c)  Exhibits

99.1   Lam Research Corporation Press Release, dated July 24, 2001.

 


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SIGNATURE

     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.

  LAM RESEARCH CORPORATION

     /s/   Craig Garber
  By:   Craig Garber
Title:   Vice President,
Corporate Finance and Treasurer

Date: July 25, 2001

 


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EXHIBIT INDEX

             
Exhibit No.   Description

 
99.1
 
Lam Research Corporation Press Release dated July 24, 2001.

  EX-99.1 2 f74352ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 LAM RESEARCH CORPORATION ANNOUNCES FISCAL 2001 FOURTH QUARTER AND YEAR-END RESULTS FREMONT, Calif.--(BUSINESS WIRE)--July 24, 2001--Lam Research Corporation (Nasdaq: LRCX) today announced financial results for the fiscal fourth quarter and year ended June 24, 2001. Revenues of $365.5 million were 21.4 percent lower than the March 2001 quarter. Net income for the period, including the net effect of two one-time items totaling $16.3 million (a $16.8 million restructuring charge and a $33.1 million gain from the Company's derivative financial instruments), was $58.3 million, or $0.44 per diluted share. Excluding the effect of these one-time items, net income was $36.9 million, or $0.28 per diluted share, compared to net income of $65.1 million, or $0.48 per diluted share, in the March 2001 quarter. Both quarters reflect the effect of the adoption of Securities and Exchange Commission Staff Accounting Bulletin (SAB) 101 that sets forth new guidelines on revenue recognition. The impact of this new guideline is generally to delay equipment revenue recognition from shipment to customer acceptance. New orders for the period decreased when compared to the previous quarter. Regional distribution of new orders for the quarter ended June 24, 2001 was as follows: North America, 33 percent; Europe, 20 percent; Japan, 3 percent; and Asia Pacific, 44 percent. Revenues for the quarter ended June 24, 2001 decreased sequentially in all geographies except Japan and were distributed as follows: North America, 27 percent; Europe, 23 percent; Japan, 11 percent; and Asia Pacific, 39 percent. Shipments for the quarter were approximately $259 million. Gross margins of 40.4 percent of revenues compared with 43.6 percent in the March 2001 quarter as declining manufacturing output resulted in excess factory capacity. Operating expenses, excluding restructuring charges, decreased by $12.3 million to $102.1 million, reflecting the initial impact of downsizing activities. Cash, short-term investments and restricted cash increased to $925.4 million, driven by $88.3 million positive cash flow from operations and proceeds of $350 million from long-term debt transactions. Other long-term assets include the market value ($33.1 million) at fiscal year end of the Company's equity derivatives, as required by EITF 00-19. The adoption of SAB 101 increased current liabilities by $250.8 million, the amount of deferred profit as of June 24, 2001. "Business fundamentals reflect the continued weakness in semiconductor market conditions," stated James W. Bagley, chairman and chief executive officer. "Despite the industry-wide slowdown, Lam is well positioned with a major new product introduction in dielectric etch and strong customer acceptance of our full suite of 300 mm etch and CMP products." "During SEMICON(R) West, held in San Francisco, July 16-18, 2001, Lam introduced its newest dielectric etch system, the Exelan High Performance. The Exelan(R) High Performance addresses critical, next-generation dielectric etch applications and began shipping into production during the June quarter." "Our focus and efforts during the current slowdown will be on introducing new products and strengthening our customer positions to grow our market share when the industry recovers," Bagley concluded. 2 Explanations of the impact of certain accounting changes required by SAB 101 and EITF 00-19 are attached to this press release as the following exhibits: - "Explanation of Revenue Recognition Under SAB 101" - "Unaudited Quarterly Income Statements Using SAB 101 Accounting Guidelines" - "Accounting for the Company's Equity Derivatives Under EITF 00-19" Statements made in this press release which are not statements of historical fact are forward-looking statements and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate, but are not limited, to future market conditions, the prospective demand for the company's products, future market share projections, the company's plans and objectives for future operations, market opportunities and market and competitive conditions. Such statements are based on current expectations and are subject to risks, uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, which could cause actual results to vary from expectations. The company undertakes no obligation to update the information in this press release. Lam Research Corporation is a leading supplier of wafer processing equipment and services to the worldwide semiconductor manufacturing industry. The company's common stock trades on the Nasdaq National Market under the symbol "LRCX." Lam's World Wide Web address is http://www.lamrc.com. LAM RESEARCH CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME UNDER SAB 101 (In thousands, except per share data)
Three Months Three Months Twelve Months Ended Ended Ended June 24, March 25, June 24, 2001 2001 2001 (unaudited) (unaudited/restated) ----------- ----------- ----------- Total revenue $ 365,536 $ 465,125 $ 1,519,789 Cost and expenses: Cost of goods sold 213,790 262,102 862,321 Cost of goods sold - restructuring charges 3,989 -- 3,989 ----------- ----------- ----------- Gross margin 147,757 203,023 653,479 Research and development 53,204 58,791 227,248 Selling, general and administrative 48,872 55,615 218,919 Restructuring charge 12,780 -- 12,780 Purchased technology for research and development -- -- 8,000 ----------- ----------- ----------- Operating income 32,901 88,617 186,532 Other income, net 3,107 4,429 15,102 ----------- ----------- -----------
3
Three Months Three Months Twelve Months Ended Ended Ended June 24, March 25, June 24, 2001 2001 2001 (unaudited) (unaudited/restated) ----------- ----------- ----------- Income before income tax expense 36,008 93,046 201,634 Income tax expense 10,802 27,924 60,497 ----------- ----------- ----------- Income before cumulative effect of changes in accounting principles 25,206 65,122 141,137 Cumulative effect of the application of EITF 00-19, Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, no related tax 33,074 -- 33,074 Cumulative effect of the application of SAB 101, Revenue Recognition in Financial Statements, net of $81,441 related tax benefit -- -- (122,105) ----------- ----------- ----------- Net Income $ 58,280 $ 65,122 $ 52,106 =========== =========== =========== Net income per share - diluted (1): Income before cumulative effect of change in accounting principles $ 0.19 $ 0.48 $ 1.07 Cumulative effect of change in accounting principle, application of EITF 00-19 $ 0.25 $ -- $ 0.25 Cumulative effect of change in accounting principle, application of SAB 101 $ -- $ -- $ (0.92) ----------- ----------- ----------- Diluted net income per share $ 0.44 $ 0.48 $ 0.39 =========== =========== =========== Number of shares used in per share calculation - diluted 133,531 141,901 132,243 =========== =========== ===========
(1) For the three and twelve month periods ending June 24, 2001, conversion of the convertible subordinated notes was antidilutive and therefore excluded from the calculation of diluted earnings per share. Diluted earnings per share for the three month period ended March 25, 2001 assumes conversion of the convertible subordinated notes and accordingly, interest expense net of taxes of $3,025 must be added to net income for computing diluted earnings per share. 4 LAM RESEARCH CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
June 24, June 25, 2001 2000 ---------- ---------- Assets: Cash and short-term investments $ 864,559 $ 371,722 Accounts receivable, net 248,910 323,935 Inventories 284,757 227,169 Other current assets 178,380 98,509 ---------- ---------- Total current assets 1,576,606 1,021,335 Property and equipment, net 126,533 119,192 Restricted cash 60,800 60,348 Other assets 107,836 43,962 ---------- ---------- Total assets $1,871,775 $1,244,837 ========== ========== Liabilities and stockholders' equity: Total current liabilities $ 499,684 $ 287,756 Long-term debt and other 659,718 321,657 Stockholders' equity 712,373 635,424 ---------- ---------- Total liabilities and stockholders' equity $1,871,775 $1,244,837 ========== ==========
Lam Research Corporation Explanation of Revenue Recognition under SAB 101 Summary of SAB 101 In December 1999 the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") No. 101 "Revenue Recognition in Financial Statements." SAB 101 provides guidance on the recognition of revenue for sales that involve contractual customer acceptance provisions and product installation commitments. In October 2000 the SEC issued implementation guidance for SAB 101 in the form of "Frequently Asked Questions and Answers." Impact of SAB 101 on the Company's Revenue Recognition Policy Lam Research derives revenue from three sources - equipment sales, spare parts sales and service contracts. SAB 101 had no impact on the Company's revenue recognition policy for spare parts and service activities. Based on the guidance provided by SAB 101, the Company changed its revenue recognition policy for equipment sales effective June 26, 2000. Prior to SAB 101 the Company generally recognized revenue on equipment sales on the date the equipment was shipped to customers. Under SAB 101 the Company now recognizes revenue on the date of customer acceptance. The new policy has the effect of delaying revenue recognition. The new policy has no impact on cash collections from customers. 5 The Company is providing on its Website the unaudited Income Statements showing quarterly financial results for all four quarters of FY01, assuming the Company had applied SAB 101 revenue recognition guidelines during those periods. The information is presented in an exhibit titled "Unaudited Quarterly Income Statements Using SAB 101 Accounting Guidelines." Cumulative Effect of the Change in Accounting Principle As a result of the change in accounting to SAB 101, Lam has reported a change in accounting principle in accordance with APB 20, Accounting Changes, by a cumulative effect adjustment. The Company adopted SAB 101 in the fourth fiscal quarter, but the change is effective as of the beginning of the fiscal year (June 26, 2000). Therefore, no cumulative effect of the change is included in net income in the fourth quarter (June 2001). Instead, the change is made as of the beginning of the year, financial information for the first three quarters of FY01 are revised to reflect the new policy, and the cumulative effect is reported in the September 2000 quarter. Lam Research Corporation Unaudited Quarterly Income Statements Using SAB 101 Accounting Guidelines (In Millions)
For the quarter ended: Sept. 24, Dec. 24, March 25, June 24, 2000 2000 2001 2001 (Revised) (Revised) (Revised) (Actual) ------- ------- ------- ------- Excluding one-time items: Total revenue $ 305.0 $ 384.1 $ 465.1 $ 365.5 Gross margin 132.7 170.0 203.0 151.8 Research and development 56.5 58.7 58.8 53.2 Selling, general and administrative 52.5 62.0 55.6 48.9 Operating income 23.7 49.3 88.6 49.7 Other income, net 4.6 2.9 4.4 3.1 Income before income tax expense 28.3 52.2 93.0 52.8 Income tax expense 8.5 15.6 27.9 15.9 ------- ------- ------- ------- Net income excluding one time items $ 19.8 $ 36.6 $ 65.1 $ 36.9 ======= ======= ======= ======= Diluted net income per share excluding one time items $ 0.15 $ 0.28 $ 0.48 $ 0.28 ======= ======= ======= =======
6
For the quarter ended: Sept. 24, Dec. 24, March 25, June 24, 2000 2000 2001 2001 (Revised) (Revised) (Revised) (Actual) ------- ------- ------- ------- One time items (net of tax effect): Restructuring (charges) / recoveries (11.7) Purchased technology for R&D (5.6) Cumulative effect of changes in accounting principles: SAB 101 (revenue recognition) (122.1) EITF 00-19 (equity derivatives) 33.1 ------- ------- ------- ------- Net income including one time items ($102.3) $ 31.0 $ 65.1 $ 58.3 ======= ======= ======= ======= Diluted net income per share including one time items ($ 0.76) $ 0.24 $ 0.48 $ 0.44
Lam Research Corporation Accounting for the Company's Equity Derivatives Under EITF 00-19 In November 2000 the Financial Accounting Standards Board finalized the rules for accounting for derivative financial instruments indexed to and potentially settled in a company's own stock. Under the revised rules Lam must record the fair value of its put and call options on the Balance Sheet. As of June 2001 their value was $33.1 million, which is recorded as a cumulative effect adjustment in the June 2001 Income Statement. It is carried as a long-term asset. The cumulative change does not net out taxes because we believe the option settlement will be non-taxable. For future quarters, the value of these derivatives will be re-calculated based on their market value at quarter end and the change in value will be reported as a gain or loss in Other Income and Expense. CONTACT: Lam Research Corporation Shawn Lynch, 510/572-1726 (Media) shawn.lynch@lamrc.com Kathleen Bela, 510/572-4566 (Investor Relations) kathleen.bela@lamrc.com
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