10-QPeriod: Q1 FY2007

KLA CORP Quarterly Report for Q1 Ended Sep 30, 2006

Filed January 29, 2007For Securities:KLAC

Summary

KLA Corp.'s (KLAC) 10-Q filing for the period ending September 30, 2006, reveals significant restatements due to an investigation into historical stock option practices. The company discovered that certain stock options, primarily granted between July 1, 1997, and June 30, 2002, were "retroactively priced," meaning the exercise price was set at a lower market price from an earlier date than the actual grant date. This led to substantial restatements of non-cash, stock-based compensation expenses, amounting to $348 million under APB Opinion No. 25 for periods up to June 30, 2005, and $27 million under SFAS No. 123(R) for the period from July 1, 2005, to September 30, 2006. Financially, for the quarter ended September 30, 2006, KLA Corp. reported total revenues of $629.4 million, an increase from $484.3 million in the same period last year. Net income was $135.9 million, or $0.67 per diluted share, compared to $75.5 million, or $0.37 per diluted share, in the prior year's quarter. Despite the financial recovery and growth, the company faces ongoing government inquiries and shareholder litigation related to the stock option issues, which are expected to incur significant legal and administrative expenses.

Key Highlights

  • 1KLA Corp. is restating its financial statements due to the discovery of "retroactively priced" stock options, primarily granted between July 1, 1997, and June 30, 2002.
  • 2The company recorded substantial additional pre-tax, non-cash, stock-based compensation expenses: $348 million for periods up to June 30, 2005, and $27 million for the period July 1, 2005, to September 30, 2006.
  • 3For the quarter ended September 30, 2006, KLA Corp. reported total revenues of $629.4 million, an increase from $484.3 million in the prior year's quarter.
  • 4Net income for the quarter was $135.9 million ($0.67/share diluted), up from $75.5 million ($0.37/share diluted) in the comparable prior-year period.
  • 5The company is cooperating with ongoing government inquiries (SEC and USAO) and faces shareholder derivative and class action litigation related to stock option practices.
  • 6Despite the restatements and ongoing investigations, KLA Corp. maintained a strong cash and cash equivalents position of $1.2 billion as of September 30, 2006.

Frequently Asked Questions

KLA Corp. is restating its financial statements due to findings from a Special Committee investigation into its historical stock option practices. The investigation revealed that certain stock options, mainly those granted between July 1, 1997, and June 30, 2002, were "retroactively priced," meaning the exercise price was set based on an earlier, lower market price rather than the actual grant date's market price. This required the company to record significant additional non-cash stock-based compensation expenses.

The restatements resulted in additional pre-tax, non-cash, stock-based compensation expenses of $348 million for periods up to June 30, 2005, and $27 million for the period from July 1, 2005, to September 30, 2006. This correction affected previously issued financial statements and required a significant adjustment to net income and retained earnings over historical periods.

Despite the significant impact of the restatements, KLA Corp. showed strong operational performance in the quarter. Total revenues were $629.4 million, an increase from $484.3 million in the prior year's quarter. Net income was $135.9 million ($0.67 per diluted share), a substantial increase from $75.5 million ($0.37 per diluted share) in the same period last year. The company also maintained a healthy cash position of $1.2 billion.

KLA Corp. is facing significant ongoing risks, including government inquiries from the SEC and USAO, and numerous shareholder derivative and class action lawsuits related to the stock option practices. These investigations and legal proceedings are expected to incur substantial legal and administrative expenses and could potentially lead to fines or penalties. The company is also navigating the potential impact on its Nasdaq listing due to delayed filings and is working to ensure future compliance with reporting requirements.