UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to _______________ Commission File Number 0-9992 KLA-TENCOR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 04-2564110 -------- ---------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 160 Rio Robles San Jose, California 95134 (Address of principal executive offices) (Zip Code) (408) 875-3000 (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- 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 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 April 30, 1998 there were 86,873,016 shares of the registrant's Common Stock, $0.001 par value, outstanding. INDEX
第一部分财务信息项目1 1997年6月30日和1998年3月31日的财务报表（未经审计）浓缩的综合中期资产负债表...................................... 3截至1997年3月31日和1998年3月31日的三个和九个月期间的浓缩综合业务陈述............................................................ 4浓缩的综合临时陈述九个现金流量截至1997年3月31日的几个月.................第5条注释融合综合临时财务报表....... 6项目2管理的讨论和财务状况分析行动结果..............................................8第I部分 - 其他信息项目6表格8-K的展品和报告....................................... 12.
1998年6月30日,1997年3月31日 ----------- -----------见所附未经审188bet欧洲杯直播官网计的合并中期财务报表附注。3份精简合并未经审计的中期经营报表(以千计，除每股数据外)
资产流动资产:现金及现金等额$ 279,225 $ 191,692短期投资69,606 73,060应收账款净额269,291 31,173存货174,634 214,010递延所得税54,799 53,953其他流动资产12,452 18,040 ----------- -----------流动资产总额860,007 881,928土地、财产和设备，净117,595 138,425有价证券338,418 449,815其他资产27,287 34,671 ----------- -----------总资产$ 1,343,307 $ 1,504,839 =========== ===========负债和股东权益流动负债:应付票据$ 25,113 $ 19,012应付账款41,155 48,757其他流动负债262,426 262,436 ----------- -----------总流动负债328,694 330,205 ----------- -----------股东权益:超过票面价值的普通股和资本留存收益未实现投资净收益17,591 26,144累积折算调整(3,992)(8,641)----------- -----------股东权益总额1,014,613 1,174,634 ----------- -----------负债和股东权益总额$ 1,343,307 $1504839年 =========== ===========
收入252346美元274164美元755641美元912945美元 -------- -------- -------- -------- 成本和操作费用:销售成本117,105 134,224 347,343 425,223研发34,436 46,051 96,240 138,508销售，非经常性收购和重组费用——3127 8,500 3,127 -------- -------- -------- --------总成本和经营费用203,346 243,456 612,726 750,672 -------- -------- -------- --------经营收入49,000 30,708 142,915 162,273利息收入和其他，7683 11899 18693 30015 -------- -------- -------- -------- 收入所得税前为所得税提供56683 42607 161608 192288 19688 13636 56814 61537 -------- -------- -------- -------- 净利润36995美元28971美元104794美元130751美元 ======== ======== ======== ======== 每股收益:基本的$ 0.45 $ 0.34 $ 1.27 $ 1.55 ======== ======== ======== ======== 稀释0.43美元0.33美元1.23美元1.48美元 ======== ======== ======== ======== 加权平均股数:基本82682 84985 82303 84505 ======== ======== ======== ======== 稀释86480 87785 85188 88246 ======== ======== ======== ========
截至1998年3月31日止九年3月31日-------- -------见所附未经审188bet欧洲杯直播官网计的合并中期财务报表附注。5个未经审核的综合综合临时财务报表说明1.在KLA-Tencor Corporation（本公司）的意见中，未经审核的澄清综合的临时财务报表包括所有调整（仅由正常经常调整组成的展会188bet欧洲杯直播官网业务结果陈述。截至1998年3月31日截至3月31日截至3月31日的季度业务结果不一定表明全年期望的结果。本财务信息应与本公司于1997年6月30日止年度的全文10-K的年度报告联合。符合普遍接受的会计原则的财务报表的编制要求管理层估计和188bet欧洲杯直播官网假设会影响报告的金额财务报表和陪同笔记。188bet欧洲杯直播官网注2.库存（成千上万）：
经营活动现金流量:净收入$ 104 794 $ 130 751调整净收入与(用于)经营活动提供的净现金:折旧和摊销30 481 27 929资产和负债变动:应收账款，净额82,846(79,042)存货31,370(45,385)其他资产351(15,736)应付账款(14,765)8,706其他流动负债8,393 9,243 --------- ---------经营活动提供的现金净额243,470 36,466 --------- ---------投资活动现金流量:资产和设备购买量(40,766)(50,880)可供出售证券净购买量(92,018)(106309)--------- ---------投资活动使用的现金净额(132,784)(157,189)--------- ---------融资活动现金流量:发行普通股16,284 36554股票回购(2,900)(11,188)债务项下的净支付(5,735)(4,524)--------- ---------融资活动提供的净现金7,649 20,842 --------- ---------汇率变动对现金及现金等价物的影响(1,670)12,348 --------- ---------现金净增(减期末现金及现金等价物$ 318,369 $ 191,692 --------- ---------现金流量补充披露:支付的所得税$ 56,524 $ 54,251支付的利息$ 1,028 $ 790
1998年6月31日，1997年3月31日-------------------------------------------注3.在1998年3月31日止九个月内，本公司在其1997年雇员股票采购计划下颁发的公开市场酌情酌情酌情酌情回购，188bet欧洲杯直播官网享有高达20万股公开市场，并额外的150,000股常见的股票作为持续系统的抵消，部分地，员工股票期权和股票购买计划的稀释效应。截至1998年3月31日止的九个月期间，该公司以约1100万美元的成本购回228,000股普通股股份。188bet欧洲杯直播官网注4. 1997年12月，本公司通过了金融会计准则第128号188bet欧洲杯直播官网财务报表，“每股收益（EPS）。”根据本声明的规定，每股基本收益通过将净收入除以普通股在此期间未偿还的共同股票的加权平均股份的净收入来计算。通过使用期间期间未偿还的普遍股份的加权平均股份计算每股摊薄收益，并对本期突出的所有稀释性潜在普通股效应。为所有期间计算的基本和摊薄收益计算的差异是纳入雇员股票期权计划下雇用股票期权的稀释效应。在1998年3月31日止三月和九个月期间，分别从39.75美元到69.88美元的价格购买约5,026,000和1,058,000股的选择并不包括在稀释的EPS计算中，因为行使价格大于平均值普通股的市场价格。6注5.截至1998年3月31日止季度，该公司产生了约300万美元的非经常性收费，主要由与私人持有公司收购Na188bet欧洲杯直播官网nopro GmbH有关的流程技术淘汰。 The acquisition has been accounted for as a purchase. Nanopro is now a wholly owned subsidiary of the Company. During the fourth quarter of fiscal 1997, the Company recorded charges totaling $61 million for merger, restructuring and other non-recurring events. Of this amount approximately $46 million was the result of the merger between KLA Instruments and Tencor Instruments on April 30, 1997, $6 million was a result of the write-off of a bad debt for shipments made to a Thailand company in fiscal 1997 and additional restructuring charges of $9 million primarily related to lease exit costs incurred by Tencor Instruments in fiscal 1997. During the nine month period ended March 31, 1998 approximately $16 million of the accrued balance was used. As of March 31, 1998, approximately $8 million of the accrued balance remains relating primarily to lease exit and other employee related costs, and is expected to be utilized ratably during the remainder of fiscal 1998. NOTE 6. On April 7, 1998, the Company completed its acquisition of Amray, Inc. (Amray), a privately owned provider of scanning electron microscope systems. Amray's historical operations, net assets, and cash flows are not material to the Company's consolidated financial results and, therefore, will not be reflected in the Company's consolidated financial results prior to the acquisition. Beginning in the fourth quarter of fiscal 1998, the book value of the acquired assets and assumed liabilities as well as the results of Amray's operations and cash flows will be combined with those of the Company and recorded under the pooling of interests method of accounting. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis may contain forward-looking statements that reflect the Company's current judgment regarding the matters addressed by such statements. Because such statements apply to future events, they are subject to risks and uncertainties that could cause actual results to differ. Important factors that could cause actual results to differ are described in the following discussion and under "Risk Factors" below. RESULTS OF OPERATIONS Revenues were $274 million and $913 million for the three and nine month periods ended March 31, 1998, compared to $252 million and $756 million for the same periods of the prior fiscal year, representing an increase of 9% and 21% for the respective periods. The increase in revenues is primarily attributable to continued increases in E-Beam Metrology divisional sales and growth in the Yield Management Systems Group revenues. Gross margins were 51% and 53% of revenues for the three and nine month periods ended March 31, 1998, compared to 54% of revenues for the same periods of the prior fiscal year. Gross margins decreased during the current quarter and the nine month period ended March 31, 1998, when compared to the same prior year periods primarily as a result of higher service and support costs and due to a shift in product mix from products which have relatively higher gross margins. These declines were offset in part by improved margins in the Company's E-Beam Metrology and Yield Management Systems Group divisions. Research and development (R&D) expenses were $46 million and $139 million for the three and nine month periods ended March 31, 1998 compared to $34 million and $96 million for the same periods of the prior fiscal year. As a percentage of revenues, R&D expenses increased to 17% and 15% for the three and nine month periods ended March 31, 1998, compared to 14% and 13% for the same periods of the prior fiscal year. The increase is associated with the Company's ongoing efforts for product development in new markets and enhancements to existing products including next generation 300mm products and inspection enhancements for .25-micron and below technology. Selling, general and administrative (SG&A) expenses were $60 million and $184 million for the three and nine month periods ended March 31, 1998, compared to $52 million and $161 million for the same periods of the prior fiscal year. As a percentage of revenues, SG&A expenses were 22% and 20% for the three and nine month periods ended March 31, 1998, compared to 21% for the same periods of the prior fiscal year. The dollar increase during the periods is due primarily to headcount additions within the sales and applications groups worldwide. During the three month period ended March 31, 1998 the Company incurred approximately $3 million in non-recurring acquisition costs primarily for in-process research and development costs associated with the purchase of Nanopro GmbH, a privately held developer of wafer measurement tools. Restructuring charges of approximately $9 million incurred in the first quarter of fiscal 1997 related to downsizing of Tencor's operations as well as exiting certain leased facilities. 8 Interest income and other, net, increased approximately $4 million and $11 million for the three and nine month periods ended March 31, 1998, compared to the same periods of the prior fiscal year. The increase is due to income recognized upon settlement of certain foreign currency contracts and higher average investment balances when compared to the same periods a year ago. The Company's effective tax rate decreased to 32% for the three and nine month periods ended March 31, 1998, compared to 35% for the same periods of the prior fiscal year. This decrease is due primarily to the realization of tax attributes related to a prior acquisition and benefits from R&D tax credits. The IRS is currently auditing the Company's federal income tax returns for fiscal years 1985 through 1992. The Company has received a notice of proposed tax deficiency for such years and filed a tax protest letter with the IRS on June 10, 1996, in response to that IRS notice. Management believes sufficient taxes have been provided in prior years and that the ultimate outcome of the IRS audit will not have a material adverse impact on the Company's financial position or results of operations. LIQUIDITY AND CAPITAL RESOURCES During the nine month period ended March 31, 1998, cash, cash equivalents, short-term investments and marketable securities balances increased $27 million to $715 million. Cash provided by operations for the nine month period was $37 million, resulting primarily from net income offset by increases in accounts receivable and inventory. During the nine months ended March 31, 1998, approximately $129 million of the Company's accounts receivable were sold and approximately $59 million remains uncollected at the end of the period. Capital expenditures of approximately $51 million during the first nine months of fiscal 1998 were primarily for software licenses, computer equipment and facilities improvements to support the Company's growth. Cash and cash equivalents provided by financing activities during the first nine months of fiscal 1998 were $21 million compared to $8 million provided in the same period of the prior year. The increase is primarily attributed to issuance of the Company's stock in connection with employee benefit plans offset by stock repurchases. Working capital was $552 million at March 31, 1998 compared to $531 million at the end of fiscal 1997. A major component of working capital continues to be cash and short-term investments. The Company believes that existing liquid resources and funds generated from operations combined with its ability to borrow funds will be adequate to meet its operating and capital requirements and obligations through the foreseeable future. The Company believes that success in its industry requires substantial capital in order to maintain the flexibility to take advantage of opportunities as they may arise and sustain its operations during downturns in the market. Accordingly, the Company may, from time to time, as market and business conditions warrant, invest in or acquire businesses, products, or technologies which it believes complement its overall business strategy. Borrowings under the Company's credit facilities, or public offerings of equity or debt securities, are available if the need arises. The sale of additional equity securities could result in additional dilution to the Company's stockholders. 9 RISK FACTORS The Company's quarterly operating results have fluctuated in the past and may fluctuate in the future. During the last three months results have been adversely affected as the Company experienced declines in revenues and margins during this period due to the semiconductor industry's reaction to the Asian financial crisis, low DRAM pricing and DRAM overcapacity. The Company's operating results are dependent on many factors, including the economic conditions in the semiconductor and related industries, both in the US and abroad, the size and timing of the receipt of orders from customers, customer cancellations or delays of shipments, the Company's ability to develop, introduce, and market new and enhanced products on a timely basis, among others. The Company has experienced reductions in orders, cancellations and delays in shipments which may continue to adversely affect sales and margins in future periods. The Company expects unfavorable effects on orders, sales and margins to persist at least through the remainder of the fiscal year and possibly beyond. The Company's expense levels are based, in part, on expectations of future revenues. If revenue levels in a particular period do not meet expectations of increased revenues, operating results will be adversely affected. The Company's business depends and will continue to depend in the future upon the capital equipment expenditures of semiconductor manufacturers, which in turn depend on the current and anticipated market demand for integrated circuits and products utilizing integrated circuits. The current industry downturn has had an adverse effect on the semiconductor industry's level of capital expenditures. The Company believes that it is relatively well positioned for this downturn because of its array of products, its focus on yield improvement and process development rather than pure capacity, its sales of metrology products to non-semiconductor industries and its strong balance sheet. Nevertheless, there can be no assurance that the Company's current position will be able to withstand the effects of a industry downturn. Rapid technological changes in semiconductor manufacturing processes subject the semiconductor manufacturing equipment industry to increased pressure to maintain technological parity with deep submicron process technology. While focused on controlling expenses to address the downturn in the semiconductor industry, the Company continues to believe that its future success will depend in part upon its ability to develop, manufacture and successfully introduce new products with improved capabilities including those for 300mm wafers and devices with critical dimensions at .25-micron and below and to continue to enhance existing products. Due to the risks inherent in transitioning to new products, the Company will be required to forecast demand for new products while managing the transition from older products. There can be no assurance that the Company will successfully and timely develop and manufacture new hardware and software products or that new hardware and software products introduced by the Company will be accepted in the marketplace. If new products have reliability or quality problems then reduced orders, higher manufacturing costs, delays in collecting accounts receivable and additional service and warranty expense may result. Additionally, there can be no assurance that future technologies, processes or product developments will not render the Company's current product offerings obsolete. However, if the Company does not continue to successfully introduce new products, its results of operations will be adversely affected. The Company expects to continue to make significant investments in research and development and to sustain its current spending levels for customer support in fiscal year 1998 to meet current customer requirements and effectively position the Company for growth when the business cycle turns favorable. 10 The semiconductor equipment industry is highly competitive. The Company has experienced and expects to continue to face substantial competition throughout the world. The Company believes that to remain competitive, it will require significant financial resources in order to offer a broad range of products, to maintain customer service and support centers worldwide, and to invest in product and process research and development. The Company believes that the semiconductor equipment industry is becoming increasingly dominated by large manufacturers, who have the resources to support customers on a worldwide basis. Many of these competitors have substantially greater financial resources and more extensive engineering, manufacturing, marketing and customer service and support capabilities than the Company. In addition, there are smaller emerging semiconductor equipment companies which provide innovative technology. No assurance can be given that the Company will be able to compete successfully worldwide. International sales were 55% and 54% for the three and nine month periods ended March 31, 1998. The Company expects that international revenues will continue to represent a significant percentage of its net revenues. International revenues and operations may be adversely affected by imposition of governmental controls, restrictions on export technology, political instability, trade restrictions, changes in tariffs and the difficulties associated with staffing and managing international operations. In addition, international sales may be adversely affected by economic conditions in each country. The future performance of the Company will be dependent, in part, upon its ability to continue to compete successfully in Asia, one of the largest areas for the sale of yield management and process monitoring equipment. Countries in the Asia Pacific region, including Japan, Korea and Taiwan, have experienced weaknesses in their currency, banking and equity markets in recent periods. These weaknesses may continue to adversely affect demand for the Company's products, the U.S. dollar value of the Company's foreign currency denominated sales, the availability and supply of resources, and the Company's consolidated results of operations. Although the Company attempts to manage near term currency risks through "hedging," there can be no assurance that such efforts will be adequate. These factors may have a material adverse effect on the Company's future business and financial results. 11 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27.1 Financial Data Schedule. 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. KLA-TENCOR CORPORATION (Registrant) May 11, 1998 Robert J. Boehlke - ---------------------- ---------------------------------------- (Date) Robert J. Boehlke Executive Vice President and Chief Financial Officer 12 INDEX TO EXHIBITS Exhibit Number Description - ------ ----------- 27.1 Financial Data Schedule
客户服务零件$ 31,387 $ 35,095原材料36,829 40,201工作流程71,998 84,598示范设备20,580 40,977成品13,840 13,139 ----------- $ 174,634 $ 214,010 ======== ========.