UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED SEPTEMBER 30, 1995
Commission File No. 0-12933
LAM RESEARCH CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2634797
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4650 CUSHING PARKWAY, FREMONT, CALIFORNIA 94538
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 659-0200
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.
YES __X__ NO ____
As of September 30, 1995 there were 27,380,498 shares of Registrant's Common
Stock outstanding.
INDEX
Page
No.
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PART I. FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . 1
Item 1. Financial Statements (unaudited) . . . . . . . . . . . . . . . . . 1
Condensed Consolidated Balance Sheets . . . . . . . . . . . . 1
Condensed Consolidated Statements of Income . . . . . . . . . 2
Condensed Consolidated Statements of Cash Flows . . . . . . . 3
Notes to Condensed Consolidated Financial
Statements . . . . . . . . . . . . . . . . . . . . . . . 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . . . 6
Results of Operations . . . . . . . . . . . . . . . . . . . . 6
Liquidity and Capital Resources . . . . . . . . . . . . . . . 8
PART II. OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . 9
ITEM 1. FINANCIAL STATEMENTS
LAM RESEARCH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except per share data)
September 30, June 30,
1995 1995
(Unaudited) (Note)
------------ ----------
Assets
Cash and cash equivalents $12,532 $43,675
Short-term investments 98,970 57,334
Accounts receivable, net 207,029 195,682
Inventories 185,609 171,401
Prepaid expenses and other assets 11,933 25,263
Deferred income taxes 32,778 32,778
------------ ----------
Total Current Assets 548,851 526,133
Equipment and leasehold improvements, net 128,686 117,571
Restricted cash 25,024 25,024
Other assets 16,328 13,921
------------ ----------
Total Assets $718,889 $682,649
------------ ----------
------------ ----------
Liabilities and Stockholders' Equity
Trade accounts payable $84,784 $82,542
Accrued expenses and other
current liabilities 108,087 98,633
Current portion of long-term debt and
capital lease obligations 4,964 7,572
------------ ----------
Total Current Liabilities 197,835 188,747
Long-term debt and capital lease
obligations, less current portion 91,995 95,928
Deferred income taxes 2,712 2,712
------------ ----------
Total Liabilities 292,542 287,387
Preferred stock: 5,000 shares authorized;
none outstanding
Common Stock at par value of $.001 per share
Authorized -- 90,000 shares; issued and
outstanding 27,380 shares at September 30,
1995 and 27,275 shares at June 30, 1995 27 27
Additional paid-in capital 225,348 224,730
Retained earnings 200,972 170,505
------------ ----------
Total Stockholders' Equity 426,347 395,262
------------ ----------
$718,889 $682,649
------------ ----------
------------ ----------
Note -- The Condensed Consolidated Balance Sheet at June 30, 1995 has
been derived from the audited financial statements at that
date.
See Notes to condensed consolidated financial statements.
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LAM RESEARCH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)
(Unaudited)
Three Months Ended
-------------------------
September 30,
-------------------------
1995 1994
---------- ----------
Net sales $257,747 $158,920
Royalty income 5,497 2,593
---------- ----------
Total revenue 263,244 161,513
Costs and expenses:
Cost of goods sold 134,707 84,690
Research and development 35,983 25,324
Selling, general and
administrative 47,584 29,119
---------- ----------
Operating income 44,970 22,380
Other expense, net 172 876
---------- ----------
Income before income taxes 44,798 21,504
Income taxes 14,331 6,451
---------- ----------
Net income $30,467 $15,053
---------- ----------
---------- ----------
Net income per share
Primary $1.07 $0.61
---------- ----------
---------- ----------
Fully diluted $1.00 $0.58
---------- ----------
---------- ----------
Number of shares used in
per share calculations
Primary 28,400 24,500
---------- ----------
---------- ----------
Fully diluted 31,125 27,275
---------- ----------
---------- ----------
See Notes to condensed consolidated financial statements.
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LAM RESEARCH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended
------------------------------
September 30, September 30,
1995 1994
--------------- --------------
Cash flows from operating activities:
Net income $30,467 $15,053
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 7,153 4,877
Change in certain working capital
accounts (12,566) (18,607)
--------------- --------------
Net cash provided by operating
activities 25,054 1,323
Cash flows from investing activites:
Capital expenditures (18,206) (12,581)
Purchase of short-term investments (95,759) --
Sale of short-term investments 54,123 --
Restricted cash -- (2,618)
Proceeds from sales of securities 12,038 --
Other (2,470) (69)
--------------- --------------
Net cash used in investing activities (50,274) (15,268)
--------------- --------------
Cash flows from financing activities:
Sale of stock, net of issuance
costs 618 105,283
Principal payments on long-term debt
and capital lease obligations (6,541) (2,912)
--------------- --------------
Net cash provided by (used in)
financing activities (5,923) 102,371
--------------- --------------
Net increase (decrease) in cash and
cash equivalents (31,143) 88,426
Cash and cash equivalents at beginning
of period 43,675 24,092
--------------- --------------
Cash and cash equivalents at end of
period $12,532 $112,518
--------------- --------------
--------------- --------------
See Notes to condensed consolidated financial statements.
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LAM RESEARCH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Unaudited)
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring adjustments) considered necessary for a fair
presentation have been included. The accompanying unaudited condensed
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements of Lam Research Corporation (the "Company")
for the year ended June 30, 1995, which are included in the Annual Report on
Form 10-K, File number 0-12933.
The results of operations for the three months ended September 30, 1995 are
not necessarily indicative of the results that may be expected for the entire
fiscal year ending June 30, 1996.
NOTE B -- INVENTORIES
Inventories consist of the following:
September 30, June 30,
1995 1995
------------- ----------
(in thousands)
Raw materials $86,799 $80,910
Work-in-process 77,445 73,183
Finished goods 21,365 17,308
---------- ----------
$185,609 $171,401
---------- ----------
---------- ----------
NOTE C -- EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements consist of the following:
September 30, June 30,
1995 1995
------------- ----------
(in thousands)
Equipment $80,986 $80,910
Furniture & fixtures 27,968 25,372
Leasehold improvements 79,477 64,707
---------- ----------
188,431 170,989
Accumulated depreciation and
amortization (59,745) (53,418)
---------- ----------
$128,686 $117,571
---------- ----------
---------- ----------
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NOTE D -- OTHER EXPENSE, NET
The significant components of other expense, net are as follows (in
thousands):
Three Months Ended
September 30,
1995 1994
------------- ----------
Interest Expense $1,968 $1,436
Interest Income (1,375) (497)
Other (421) (63)
---------- ----------
$172 $876
---------- ----------
---------- ----------
NOTE E -- NET INCOME PER SHARE
For the three month periods ended September 30, 1995 and 1994, primary net
income per share is calculated using the weighted average number of shares of
common stock and common stock equivalents outstanding during the period. The
common stock equivalents include shares issuable upon the assumed exercise of
stock options reflected under the treasury stock method. In addition, fully
diluted net income per share reflects the assumed conversion of the Company's
convertible subordinated debentures at the beginning of each period, and also
adds the interest expense incurred on the debentures, net of income tax effect,
to the net income amount for use in the fully diluted calculation.
NOTE F -- LITIGATION
See Part II, item 1 for discussion of litigation
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The components of the Company's statements of income, expressed as a percentage
of total revenue, are as follows:
Three Months Ended
September 30,
1995 1994
------- -------
Net Sales 97.9% 98.4%
Royalty income 2.1 1.6
------- -------
100.0 100.0
Cost of goods sold 51.2 52.4
Research and development 13.6 15.7
Selling, general
& administrative 18.1 18.0
------- -------
Operating income 17.1 13.9
Other expense, net 0.1 0.6
------- -------
Income before taxes 17.0 13.3
Income taxes 5.4 4.0
------- -------
Net income 11.6% 9.3%
------- -------
------- -------
RESULTS OF OPERATIONS
Net sales for the three month period ended September 30, 1995 increased by
62% over the comparable prior year period. Increased unit sales of
Transformer Coupled Plasma-trademark- (TCP-trademark-) and Rainbow-trademark-
systems accounted for approximately 65% of the sales increase for the first
quarter of fiscal year 1996 as compared to the comparable prior year period.
The semiconductor manufacturing industry's continued acceptance of the TCP
family of products has made it the fastest growing (in terms of revenue)
product line in the Company's history. Export sales increased to 61% of net
sales, for the three months ended September 30, 1995, from 52% of net sales
for the same period of the prior year. Increased sales of all Lam product
lines in Korea accounted for 29% of the overall net sales increase; net sales
in Europe were also much stronger than in the year-ago period. In addition,
service and spares revenue which represented approximately 22% of total
revenue, increased 72% as compared to the same period of the prior fiscal
year, as a result of increases in the Company's installed machine base.
Royalty income increased by 112% from the year-ago quarter due to continued
improvement in the Japanese semiconductor market which resulted in increased
sales of products incorporating the Company's technology being licensed by Tokyo
Electron Limited (TEL) and Sumitomo Metal Industries, Ltd. (SMI).
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The Company's gross margin percentage improved to 48.8% in the first quarter of
fiscal 1996 as compared to 47.6% in the comparable quarter of fiscal 1995. The
improvement in gross margin percentage resulted from increased shipments of
Rainbow machines with a higher margin during the quarter ended September 30,
1995 as compared to the comparable period in the prior year. Partially
offsetting the increase in margin from Rainbow sales were increased shipments
of Alliance machines at lower margins during the quarter ended September 30,
1995 as compared to the prior year period.
Research and development (R&D) expense increased for the three month period
ended September 30, 1995 by 42% over the prior year period but as a
percentage of total revenue was lower than the comparable prior year period.
The increased expense was due to continued expenditures on advanced etch
applications, continued development of CVD technologies including
Epic-trademark- and Integrity-Registered Trademark- and further enhancements
of the TCP and Rainbow products. Although the Company has significantly
increased engineering headcount and spending, these expenditures have
increased at a slightly slower rate than the Company's revenue. The Company
believes it is critical to continue to make investments in R&D programs in
order to maintain its position as a technology leader. The Company's new
research and development facility at its Fremont campus, which the Company
began occupying in the first quarter of fiscal 1995 is now complete and fully
operational. The Company is currently planning to lease another engineering
facility to be constructed at its Fremont campus which is expected to be
operational by the end of the current fiscal year.
Selling, general and administrative (S,G&A) expenses for the three month period
ended September 30, 1995 increased by 63% over the prior year period but were
almost equal to the prior year period as a percentage of revenue. The Company
has added employees in all customer support, sales and administration areas to
accommodate the increased sales volume. SG&A expenditures by the Company's
foreign subsidiaries increased at a rate higher than that in the United States.
The increase in the foreign expenditures for SG&A was needed to accommodate the
increase in sales in foreign regions, particularly Asia Pacific. The Company
opened a new manufacturing facility in Korea in July 1995 and is expanding its
facilities in Japan and Taiwan. The Company therefore expects that SG&A expenses
in Asia Pacific and Japan will continue to increase over the remainder of the
fiscal year.
The effective tax rate for the fiscal 1996 period is 32% compared to 30% for the
prior year period due primarily to the expiration of the federal research and
development credit.
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LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $25.1 million for the three months
ended September 30, 1995, derived from income before depreciation and
amortization expenses totaling $37.6 million, offset by the increases in
inventories and accounts receivable related to the sales volume increase. Cash
receipts from investing activities of $12.1 million were provided from the
sale of Brooks Automation, Inc. securities. In addition, $24.9 million was
provided from the sale of yen-denominated Japanese receivables to a bank
(under an agreement entered into during fiscal 1995 whereby the Company may
sell up to $50.0 million of yen-denominated Japanese receivables to the
bank). Capital expenditures for the current three month period were $18.2
million, primarily for new facility leasehold improvements, and furnishings
at both the Fremont campus and the new manufacturing facility in Korea. The
Company had net purchases of short-term investments of $41.6 million. In
addition, contributing to the overall use of cash were payments of $6.5
million relating to long-term debt and capital lease obligations.
As of September 30, 1995, the Company had $111.5 million in cash, cash
equivalents and short-term investments compared with $101.0 million at June 30,
1995. The Company has a total of $50.0 million available under four bank lines
of credit which expire between March and June 1996. There were no borrowings
on any of the lines at September 30, 1995. The Company is currently
renegotiating its pledge agreement to reduce the amount of restricted
investments.
The Company's cash, cash equivalents, short-term investments and available lines
of credit at the end of the first quarter of fiscal 1996 are considered adequate
to support current levels of operations for at least the next twelve months.
-8-
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In October 1993, Varian Associates, Inc. ("Varian") brought suit against
the Company in the United States District Court, Northern District of
California, seeking monetary damages and injunctive relief based on the
Company's alleged infringement of certain patents held by Varian. The lawsuit is
in the late stages of discovery. The Company has asserted defenses of
invalidity and unenforceability of the patents that are the subject of the
lawsuit, as well as noninfringement of such patents by the Company's products.
While litigation is subject to inherent uncertainties and no assurance can be
given that the Company will prevail in such litigation or will obtain a license
under such patents on commercially reasonable terms or at all if such patents
are held valid and infringement by the Company's products, the Company believes
that the Varian lawsuit will not have a material adverse effect on the Company's
consolidated financial statements.
In addition, the Company is from time to time notified by various parties
that it may be in violation of certain patents. In such cases, it is the
Company's intention to seek negotiated licenses where it is considered
appropriate. The outcome of these matters will not, in management's opinion,
have a material impact on the Company's consolidated financial position,
operating results or cash flow statements.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 11.1 Statement Re: Computation of Earnings Per
Share
Exhibit 27 Financial Data Schedule
(b) No reports on Form 8-K were filed by the Registrant during
the quarter ended September 30, 1995.
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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 thereunto duly authorized.
Date: November 13, 1995
LAM RESEARCH CORPORATION
By:
--------------------------------
Henk J. Evenhuis, Executive Vice
President, Finance & Chief
Financial Officer
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