Komag, Inc. Form 8-K Dated 1/20/04

Attached hereto as Exhibit 99 and incorporated by reference herein is financial information for Komag, Incorporated for the quarter ended December 28, 2003 and forward-looking statements relating to the first quarter of 2004 as presented in a press release of January 20, 2004. The information in this report shall not be incorporated by reference into any registration statement heretofore or hereafter filed under the Securities Act of 1933, as amended. The information in this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

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.

Investors and Press Contact:
Kathy Bayless
Chief Financial Officer
(408) 576-2000
ir_web@komag.com

SAN JOSE, Calif., January 20, 2004 — Komag, Incorporated (Nasdaq: KOMG), the largest independent supplier of thin-film media for disk drives, today announced earnings of $16.4 million, or $0.65 per share on a fully diluted basis, for the fourth quarter of 2003.

The Company reported revenue of $118.2 million in the fourth quarter of 2003, compared to $109.2 million in the third quarter of 2003. Finished disk shipments increased 10% to 19.3 million in the fourth quarter of 2003 compared to 17.5 million disks in the third quarter of 2003, which represents the highest quarterly finished disk shipment volume the Company has achieved to date. Other disk revenue was $8.4 million in the fourth quarter of 2003 compared to $10.1 million in the third quarter of 2003.

Operating income was $21.0 million in the fourth quarter of 2003 compared to $10.7 million in the third quarter of 2003. Net income was $16.4 million, or $0.65 per share in the fourth quarter of 2003 compared to $9.9 million or $0.40 per share in the third quarter of 2003. Earnings per share in the fourth quarter and third quarter of 2003 were based on 25.2 million and 24.9 million fully diluted shares outstanding, respectively.

In the fourth quarter of 2003, the Company sold idle properties in Fremont, California and received approximately $24 million in net proceeds. The gain on sale of these properties added $1.0 million to operating and net income in the fourth quarter of 2003.

Net income for the third quarter of 2003 included a tax benefit of $2.5 million for foreign withholding taxes accrued prior to the third quarter that are no longer payable due to an exemption received in the third quarter. Gain on the sale of idle equipment also added $0.8 million to operating and net income in the third quarter of 2003.

In October of 2003, the Company made a $5.0 million quarterly principal payment and a partial mandatory redemption payment (from the proceeds of the sale of the Fremont properties) of $12.1 million on the Senior Secured Notes. In addition, the Company fully redeemed the Junior Secured Notes plus accrued interest in December 2003 for $8.3 million. As a result, the Company’s total outstanding debt at the end of the fourth quarter of 2003 was approximately $116.0 million.

The Company was cash flow positive in the fourth quarter of 2003 and ended the fourth quarter with $70.1 million of cash.

Total revenue increased $9.0 million (8%) compared to the third quarter of 2003. Finished disk shipments increased 1.8 million disks (10%) from the third quarter of 2003. Other revenue decreased by $1.7 million (17%) from the prior quarter.

Sales to Maxtor, Western Digital, and Hitachi Global Storage Technologies accounted for 39%, 31%, and 23%, respectively, of total revenue in the fourth quarter of 2003. Finished disk shipments for desktop and consumer applications together represented 91% of Komag’s fourth quarter 2003 unit shipment volume. The remaining finished disk shipments in the fourth quarter of 2003 were disks for high-end server (enterprise) drives.

The Company produced a record 20.5 million finished disks in the fourth quarter of 2003 and began a capacity expansion within its current manufacturing facilities to increase finished disk capacity by 20%. Capital spending for this capacity expansion will approximate $30 million. The additional production capacity will be available incrementally during the first half of 2004 as the equipment installation is completed.

The Company expects finished unit capacity to approximate 24 million by the end of the first half of 2004. Current equipment upgrade and productivity projects could increase quarterly capacity to 25 million in the second half of 2004. Further, additional space is available within current facilities for some additional incremental capacity beyond the expansion currently in process.

Also as announced in December 2003, the Company is in the process of purchasing a substrate manufacturing facility in Malaysia from Trace Storage Technology Corporation (Trace) for $10 million to support the increasing finished disk capacity and allow the Company to become a substrate supplier to Trace. The Company expects the purchase to be completed in the first quarter of 2004, upon completion of various governmental, lender approvals and satisfaction of certain other conditions to closing.

Total capital spending in the fourth quarter of 2003 was $11.2 million, which included a portion of the capital expenditures for capacity expansion. With the capital spending for the finished disk capacity expansion and the purchase price of the substrate facility, capital spending could exceed $20 million in the first quarter of 2004.

T.H. Tan, Komag’s chief executive officer announced, “We are very pleased with the strength of our operating performance in the fourth quarter as well as for the entire 2003 year. Total revenue increased 53% in 2003 to $438.3 million compared to $286.7 million in 2002. In 2003, we completed the transition to advanced 80 GB per platter desktop products, began shipping advanced products for the high-end server/enterprise market and added a fourth major disk drive customer. Further, we were profitable and cash flow positive in each quarter of 2003 and ended the year with positive momentum.”

With our finished unit manufacturing expansion in our current Malaysian facilities and the planned purchase of Trace’s Malaysian substrate facility supporting our finished unit expansion, we are looking forward to an even better year in 2004,” added Tan.

Based on current customer demand, the Company expects total revenue for the first quarter of 2004 to be similar to the fourth quarter of 2003. Further, based on the commencement of the capacity expansion activities and initial operation of the acquired substrate facility, the Company expects operating margins for the first quarter of 2004 to be somewhere between the third and fourth quarter of 2003 levels. The Company expects to update its operating model based on the expanded capacity above 20 million per quarter later in the quarter.

The Company uses a 52-53 week fiscal year ending on the Sunday closest to December 31. The Company’s 2004 fiscal year will contain 53 weeks. The additional week will be included in the Company’s first quarter of 2004. As such, the first quarter of 2004 will be comprised of 14 weeks and all other quarters in 2004 will include 13 weeks.

Founded in 1983, Komag is the world’s largest independent supplier of thin-film disks, the primary high-capacity storage medium for digital data. Komag leverages the combination of its world-class U.S. research and development center and Malaysian manufacturing operations to produce disks that meet the high-volume, stringent quality, low cost and demanding technology needs of its customers. By enabling rapidly improving storage density at ever-lower cost per gigabyte, Komag seeks to create extraordinary value for consumers of computers, enterprise storage systems and electronic appliances such as digital video recorders, game boxes and consumer electronic storage systems.

For more information about Komag, visit Komag’s Internet home page at http://www.komag.com. The Investors section of the website provides a variety of financial and investor information, including an investor presentation. To request an investor packet, call Komag’s Investor Relations at 408-576-2901.

This press release contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. These statements represent the Company’s current judgment and include, but are not limited to the belief that finished unit capacity will increase to approximately 24 million in the first half of 2004, and 25 million in the second half of 2004, that the Trace acquisition will be completed, that capital spending could exceed $20 million, that revenue in the first quarter of 2004 will be similar to revenue in the fourth quarter of 2003 and that operating margins in the first quarter of 2004 will be between third and fourth quarter of 2003 levels. The Company’s actual results for future periods could differ materially from those projected in such forward-looking information. Factors that could cause actual results to differ include, but are not limited to, the Company’s ability to complete its capacity building projects, including satisfying all conditions to closing the Trace acquisition, increasing productivity, continued variability in demand for and average selling price of disks, continued customer demand and the impact of demand variation on factory utilization, customers’ decisions to move to a mix-shift towards finished disks, the Company’s ability to achieve its operating yield, cost and profitability targets, the Company’s ability to satisfy customer qualification requirements and meet shipping demands, the Company’s ability to produce new generation disks in volume and the other factors described in the Company’s reports filed with the Securities and Exchange Commission, including, but not limited to, its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Komag undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

KOMAG, INCORPORATED
Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)


			Successor			Successor			Successor			Successor			Successor			Predecessor
			Company			Company			Company			Company			Company			Company

			Three Months			Three Months			Three Months			Twelve Months			Six Months			Six Months
			Ended			Ended			Ended			Ended			Ended			Ended
			Dec 28, 2003			Sep 28, 2003			Dec 29, 2002			Dec 28, 2003			Dec 29, 2002			Jun 30, 2002

Net Sales			$	118,231		$	109,199		$	104,508		$	438,292		$	174,749		$	111,955
Cost of Sales				81,780			83,840			80,156			330,870			143,009			110,397

	Gross Profit			36,451			25,359			24,352			107,422			31,740			1,558
		Gross Profit %		30.8	%		23.2	%		23.3	%		24.5	%		18.2	%		1.4	%
Research, Development, and Engineering Expense				10,996			10,778			9,692			42,085			18,400			18,796
Selling, General, and Administrative Expense				5,622			4,717			5,248			18,939			9,483			8,256
Gain on Disposal of Assets				(1,151	)		(792	)		(1,240	)		(3,021	)		(1,310	)		(2,138	)
Restructuring/Impairment Charges				—			—			34,023			—			34,763			4,318
In-process Research and Development				—			—			—			—			6,784			-

	Operating Income (Loss)			20,984			10,656			(23,371	)		49,419			(36,380	)		(27,674	)
Interest Income				181			103			66			524			132			193
Interest Expense				(3,058	)		(3,351	)		(3,327	)		(13,153	)		(6,553	)		—
Other Income (Expense), Net				(57	)		83			82			250			2,150			397,009

	Income (Loss) Before Reorganization Costs, Income Taxes, Minority Interest/Equity Interest in Net Loss of Related Companies, and Cumulative Effect of Change in Accounting Principle			18,050			7,491			(26,550	)		37,040			(40,651	)		369,528
Reorganization Costs, Net				—			—			—			—			—			6,511
Provision for (Benefit from) Income Taxes				1,607			(2,452	)		964			1,000			1,268			719
Minority Interest/Equity Interest in Net Loss of Related Companies				—			—			—			—			—			2,374

	Income (Loss) Before Cumulative Effect of Change in Accounting Principle			16,443			9,943			(27,514	)		36,040			(41,919	)		359,924
Cumulative Effect of Change in Accounting Principle				—			—			—			—			—			(47,509	)

	Net Income (Loss)		$	16,443		$	9,943		$	(27,514	)	$	36,040		$	(41,919	)	$	312,415

		Net Income (Loss) %		13.9	%		9.1	%		(26.3	%)		8.2	%		(24.0	%)		279.1	%
Basic Net Income (Loss) Per Share			$	0.70		$	0.42		$	(1.20	)	$	1.53		$	(1.84	)

Diluted Net Income (Loss) Per Share			$	0.65		$	0.40		$	(1.20	)	$	1.47		$	(1.84	)

Basic Shares Outstanding				23,643			23,558			22,853			23,504			22,840

Diluted Shares Outstanding				25,150			24,860			22,853			24,518			22,840

NOTE: As a result of the adoption of fresh-start reporting on June 30, 2002, the financial statements for periods ending on or prior to June 30, 2002, (“predecessor company”) are not comparable to the financial statements for periods ending after this date (“successor company”), primarily with regard to interest expense and other income.

NOTE: Upon emergence from chapter 11 on June 30, 2002, the Company had a significant change in the structure of stockholders’ equity. Accordingly, earnings per share of the Predecessor Company are not presented, as the amounts are not meaningful.

NOTE: Certain reclassifications have been made to prior period balances in order to conform to the current period presentation.


		Successor Company

		Dec 28, 2003			Dec 29, 2002

		(Unaudited)			(Note 1)
ASSETS
	Cash and Cash Equivalents	$	70,058		$	23,520
	Net Receivables		60,628			46,241
	Inventories		25,501			14,925
	Prepaid Expenses and Deposits		2,756			2,288

	Total Current Assets		158,943			86,974
	Property, Plant and Equipment, Net		184,536			196,414
	Land and Buildings Held for Sale		—			24,600
	Other Intangible Assets, Net		4,257			9,142
	Other Assets		71			70

	TOTAL ASSETS	$	347,807		$	317,200

LIABILITIES AND STOCKHOLDERS’ EQUITY
	Current Portion of Long-Term Debt	$	20,247		$	10,229
	Trade Accounts Payable		40,117			35,371
	Other Liabilities		25,054			13,717

	Total Current Liabilities		85,418			59,317
	Long-Term Debt		95,801			129,923
	Common Stock		172,695			172,108
	Deferred Stock-Based Compensation		(228	)		(2,229	)
	Accumulated Deficit		(5,879	)		(41,919	)

	TOTAL STOCKHOLDERS’ EQUITY		166,588			127,960

	TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	347,807		$	317,200

NOTE 1: The Consolidated Balance Sheet at December 29, 2002 was derived from the audited financial statements.


Delaware	0-16852	94-2914864

(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


	Komag, Incorporated,
	a Delaware corporation

Dated: January 20, 2004	By:	/s/ Kathleen A. Bayless

		Kathleen A. Bayless
		Vice President, Chief Financial Officer


Exhibit Number		Description

99		Registrant’s Earnings Release Dated January 20, 2004.

Table of Contents

Table of Contents

Table of Contents


	Item 7. Financial Statements and Exhibits.
	Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
EXHIBIT 99