-----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, NCU+k5xIY0FIqdIRmT2/SW6ZbH1vlaN4F3WiRI1ai2q1wHGqFizJEHamJkq/F2rT HmtYqsV1XBWhAmkathAQTQ== 0000950134-04-005236.txt : 20040414 0000950134-04-005236.hdr.sgml : 20040414 20040414162851 ACCESSION NUMBER: 0000950134-04-005236 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040414 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040414 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: 1934 Act SEC FILE NUMBER: 000-12933 FILM NUMBER: 04733390 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 f98053e8vk.htm FORM 8-K e8vk
Table of Contents

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): April 14, 2004

LAM RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State of Other Jurisdiction of Incorporation)

     
0-12933
(Commission File Number) 		  94-2634797
(IRS Employer Identification Number)

4650 Cushing Parkway
Fremont, California 94538
(Address of principal executive offices including zip code)

(510) 572-0200
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

 

TABLE OF CONTENTS

Item 9. Regulation FD Disclosure
Item 12. Results of Operations and Financial Condition
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Table of Contents

Item 9. Regulation FD Disclosure

On April 14, 2004, Lam Research Corporation announced plans to repay in full its 4% convertible subordinated notes in June 2004, two years prior to maturity. This will result in a cash outlay of approximately $303 million, plus any accrued and unpaid interest as of the redemption date. A copy of the press release issued by Lam Research Corporation on April 14, 2004 is attached as Exhibit 99.2.

Item 12. Results of Operations and Financial Condition

On April 14, 2004, Lam Research Corporation (the Company) issued a press release announcing its earnings for the fiscal quarter ended March 28, 2004, the text of which is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Items 9 and 12 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in the Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Exchange Act of 1933, as amended.

 

Table of Contents

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.

Date: April 14, 2004

       
 
LAM RESEARCH CORPORATION
 
By:
  /s/ Mercedes Johnson
 
  Mercedes Johnson
 
  Senior Vice President, Finance,
 
  Chief Financial Officer and
 
  Chief Accounting Officer

 

Table of Contents

EXHIBIT INDEX

         
  Exhibit No.   Description  
 
99.1
  Press Release dated April 14, 2004 announcing earnings for the quarter ended March 28, 2004  
 
99.2
  Press Release dated April 14, 2004 announcing planned repayment of its 4% convertible subordinated notes  

 

EX-99.1 3 f98053exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE LAM RESEARCH CORPORATION CONTACT: Kathleen Bela, Investor Relations, phone: 510/572-4566, e-mail: kathleen.bela@lamrc.com LAM RESEARCH CORPORATION ANNOUNCES EARNINGS FOR THE QUARTER ENDED MARCH 28, 2004 FREMONT, Calif., April 14, 2004 -- Lam Research Corporation (Nasdaq: LRCX) today announced earnings for the quarter ended March 28, 2004. Revenue for the period was $231.1 million, and net income was $19.2 million, or $0.13 per diluted share, compared to revenue of $191.5 million and net income of $6.4 million, or $0.05 per diluted share, for the December 2003 quarter. Gross margin and operating expenses for the March 2004 quarter were $106.1 million and $81.4 million, respectively. The Company believes the presentation of ongoing results, which excludes certain special items, is useful for analyzing the ongoing business trends by removing the effects of expense recognition connected with its outsourcing strategy and consolidation. Tables that provide reconciliations of ongoing performance to results under U.S. Generally Accepted Accounting Principles (GAAP) are included at the end of this press release. Sequentially, revenue growth in excess of 20 percent combined with the leverage from the Company's business model almost doubled ongoing net income. Ongoing gross margin for the March 2004 quarter was 45.8 percent of revenue as expense control and improved utilization of factory and field resources more than offset the impact of planned compensation increases. Ongoing operating expenses increased in line with expectations to approximately $80 million for the period. Ongoing net income of $19.9 million, or $0.14 per diluted share, in the March 2004 quarter compares with ongoing net income of $10.0 million, or $0.07 per diluted share, for the previous quarter. ~MORE~ LAM ANNOUNCES EARNINGS FOR THE MARCH 2004 QUARTER...................PAGE 2 OF 6 Consistent with the recent acceleration in capital investment by semiconductor manufacturers, new orders of $350 million represent 29 percent growth over the prior period. The geographic distribution of new orders as well as revenue is shown in the following table:
REGION NEW ORDERS REVENUE North America 17% 15% Europe 11% 19% Japan 12% 13% Asia Pacific 60% 53%
Total cash (cash equivalents, short-term investments, and restricted cash) rose by $47.1 million to $751.5 million at the end of March. Continued emphasis on working capital management and increased profits were the primary sources of cash generation. Deferred revenue and profit balances were $101.4 million and $56.6 million, respectively, and backlog reached $423 million at the end of the quarter. "We are pleased with the results for the March quarter. Our continuing focus on cost management, coupled with our revenue growth, resulted in improved profitability. Our operations excellence initiative, which includes management of receivables and inventory control, is enhancing our cash generation. As a result, we will retire our 4% convertible notes early by repaying them in full during the June 2004 quarter," stated James W. Bagley, Lam's chairman and chief executive officer. "The wafer fabrication equipment industry is in the early stages of a cyclical recovery. We expect demand to be robust over the next several quarters as semiconductor customers purchase equipment to produce their newest, most complex devices. We are winning next-generation applications with our etch product portfolio and believe our market position will continue to strengthen," Bagley concluded. 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 the benefits of the Company's business model, future market conditions (including the strength of the Company's market position, the business environment and industry fundamentals), revenue growth, cash generation, early retirement of the Company's 4% convertible notes, and the Company's demand expectations. ~MORE~ LAM ANNOUNCES EARNINGS FOR THE MARCH 2004 QUARTER....................PAGE 3 OF 6 Such statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including specifically the reports on Form 10-K for the year ended June 29, 2003, and the Form 10-Q for the quarter ended December 28, 2003, which could cause actual results to vary from expectations. The Company undertakes no obligation to update the information or statements made in this press release. Lam Research Corporation is a major 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. Consolidated Financial Tables Follow ### LAM ANNOUNCES EARNINGS FOR THE MARCH 2004 QUARTER....................PAGE 4 OF 6 LAM RESEARCH CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA AND PERCENTAGES) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED ------------------------------------- ---------------------- MARCH 28, DECEMBER 28, MARCH 30, MARCH 28, MARCH 30, 2004 2003 2003 2004 2003 --------- ------------ --------- --------- --------- Total revenue $ 231,128 $ 191,508 $ 187,059 $ 606,374 $ 569,148 Cost of goods sold 125,337 105,372 111,838 336,179 342,744 Cost of goods sold - restructuring recoveries (322) (1,079) - (1,651) (301) --------- ---------- --------- --------- --------- Total cost of goods sold 125,015 104,293 111,838 334,528 342,443 Gross margin 106,113 87,215 75,221 271,846 226,705 Gross margin as a percent of revenue 45.9% 45.5% 40.2% 44.8% 39.8% Research and development 42,914 39,078 38,981 120,518 120,102 Selling, general and administrative 37,218 34,141 33,245 105,352 98,319 Restructuring charges, net 1,317 5,948 4,043 8,327 6,096 --------- ---------- --------- --------- --------- Total operating expenses 81,449 79,167 76,269 234,197 224,517 Operating income (loss) 24,664 8,048 (1,048) 37,649 2,188 Other income (expense): Loss on equity derivative contracts in Company stock - - - - (16,407) Other income, net 877 473 2,110 2,794 4,437 --------- ---------- --------- --------- --------- Income (loss) before income taxes 25,541 8,521 1,062 40,443 (9,782) Income tax expense 6,385 2,130 265 10,110 1,656 --------- ---------- --------- --------- --------- Net income (loss) $ 19,156 $ 6,391 $ 797 $ 30,333 $ (11,438) ========= ========= ========= ========= ========= Net income (loss) per share: Basic $ 0.14 $ 0.05 $ 0.01 $ 0.23 $ (0.09) ========= ========= ========= ========= ========= Diluted (1) $ 0.13 $ 0.05 $ 0.01 $ 0.22 $ (0.09) ========= ========= ========= ========= ========= Number of shares used in per share calculations: Basic 133,251 131,020 125,988 130,893 126,110 ========= ========= ========= ========= ========= Diluted (1) 147,365 139,658 129,550 138,527 126,110 ========= ========= ========= ========= =========
(1) The following table provides a reconciliation of the denominator of the basic and diluted computations for net income (loss) per share:
(IN THOUSANDS) Basic average shares outstanding 133,251 131,020 125,988 130,893 126,110 Employee stock plans 6,958 8,107 3,562 7,238 - Warrant 479 531 - 396 - Assumed conversion of convertible subordinated 4% notes 6,677 - - - - ------- ------- ------- ------- ------- Diluted average shares outstanding 147,365 139,658 129,550 138,527 126,110 ======= ======= ======= ======= =======
Employee stock options, warrant and assumed conversion of convertible 4% and 5% notes were excluded from diluted net income per share calculations for the nine months ended March 30, 2003, because the effect was antidilutive due to the net loss for the period. Employee stock options, warrant and assumed conversion of convertible 4% notes were excluded from diluted net income per share calculations in other periods because the effect would have been antidilutive. Diluted net income per share for the three months ended March 28, 2004, includes the assumed conversion of the convertible 4% notes. Accordingly, interest expense, net of taxes, of $0.4 million must be added back to net income for computing diluted earnings per share. LAM ANNOUNCES EARNINGS FOR THE MARCH 2004 QUARTER....................PAGE 5 OF 6 LAM RESEARCH CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
MARCH 28, DECEMBER 28, JUNE 29, 2004 2003 2003 (UNAUDITED) (UNAUDITED) (1) ---------- ---------- ---------- Assets: Cash, cash equivalents and short-term investments $ 633,070 $ 586,009 $ 507,413 Accounts receivable, net 179,606 114,811 107,602 Inventories 110,746 98,836 112,016 Other current assets 147,440 142,817 145,745 ---------- ---------- ---------- Total current assets 1,070,862 942,473 872,776 Property and equipment, net 37,477 40,067 48,771 Restricted cash 118,468 118,468 118,468 Other assets 143,887 146,896 158,260 ---------- ---------- ---------- Total assets $1,370,694 $1,247,904 $1,198,275 ========== ========== ========== Liabilities and stockholders' equity: Current liabilities $ 300,069 $ 209,093 $ 216,982 ---------- ---------- ---------- Long-term debt and other liabilities $ 322,944 $ 322,555 $ 332,209 Stockholders' equity 747,681 716,256 649,084 ---------- ---------- ---------- Total liabilities and stockholders' equity $1,370,694 $1,247,904 $1,198,275 ========== ========== ==========
(1) Derived from audited financial statements LAM ANNOUNCES EARNINGS FOR THE MARCH 2004 QUARTER....................PAGE 6 OF 6 RECONCILIATION OF U.S. GAAP NET INCOME TO ONGOING NET INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA AND PERCENTAGES)
THREE MONTHS ENDED ------------------------------ MARCH 28, DECEMBER 28, 2004 2003 --------- ------------ U.S. GAAP net income $ 19,156 $ 6,391 Pre-tax restructuring recoveries - cost of goods sold (322) (1,079) Pre-tax net restructuring charges - operating expenses 1,317 5,948 Tax benefit on net restructuring charges (249) (1,217) --------- --------- Ongoing net income $ 19,902 $ 10,043 ========= ========= Ongoing net income per diluted share $ 0.14 $ 0.07 ========= ========= Number of shares used for diluted per share calculation 147,365 139,658 Income tax rate 25% 25%
RECONCILIATION OF U.S. GAAP GROSS MARGIN, OPERATING EXPENSES AND OPERATING INCOME TO ONGOING GROSS MARGIN, OPERATING EXPENSES AND OPERATING INCOME (IN THOUSANDS)
THREE MONTHS ENDED ----------------------------- MARCH 28, DECEMBER 28, 2004 2003 --------- ------------ U.S. GAAP gross margin $ 106,113 $ 87,215 Restructuring recoveries - cost of goods sold (322) (1,079) --------- --------- Ongoing gross margin $ 105,791 $ 86,136 U.S. GAAP operating expenses $ 81,449 $ 79,167 Net restructuring charges - operating expenses (1,317) (5,948) --------- --------- Ongoing operating expenses $ 80,132 $ 73,219 --------- --------- Ongoing operating income $ 25,659 $ 12,917 ========= =========
EX-99.2 4 f98053exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 FOR IMMEDIATE RELEASE LAM RESEARCH CORPORATION CONTACT: Kathleen Bela, Investor Relations, phone: 510/572-4566, e-mail: kathleen.bela@lamrc.com LAM RESEARCH CORPORATION ANNOUNCES PLANNED REPAYMENT OF ITS 4% CONVERTIBLE SUBORDINATED NOTES FREMONT, Calif., April 14, 2004 - Lam Research Corporation (Nasdaq: LRCX) announced plans to repay in full its 4% convertible subordinated notes in June 2004, two years prior to maturity. This will result in a cash outlay of approximately $303 million, plus any accrued and unpaid interest as of the redemption date. In addition, the Company announced that in April 2004, it has settled its related interest rate swap agreement, resulting in an increase in cash of $11 million and a transfer of $6 million from restricted cash to cash balances. 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 the Company's plans to repay its 4% convertible subordinated notes. Such statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including specifically the reports on Form 10-K for the year ended June 29, 2003, and the Form 10-Q for the quarter ended December 28, 2003, which could cause actual results to vary from expectations. The Company undertakes no obligation to update the information or statements made in this press release. Lam Research Corporation is a major 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. -----END PRIVACY-ENHANCED MESSAGE-----