APPLE COMPUTER, INC. (Exact Name of Registrant As Specified in Its Charter)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) : QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 26, 2004 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 0-10030 APPLE COMPUTER, INC. (Exact name of Registrant as specified in its charter) CALIFORNIA 942404110 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1 Infinite Loop Cupertino, California 95014 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (408) 996-1010 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 : No Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes : No 387,925,078 shares of common stock issued and outstanding as of July 30, 2004 PART I. FINANCIAL INFORMATION Item 1. Financial Statements APPLE COMPUTER, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in millions, except share and per share amounts) Three Months Ended Nine Months Ended June 26, 2004 June 28, 2003 June 26, 2004 June 28, 2003 Net sales $ 2,014 $ 1,545 $ 5,929 $ 4,492 Cost of sales 1,455 1,117 4,304 3,240 Gross margin 559 428 1,625 1,252 Operating expenses: Research and development 125 120 367 360 Selling, general, and administrative 354 299 1,042 898 Restructuring costs 8 — 18 26 Total operating expenses 487 419 1,427 1,284 Operating income (loss) 72 9 198 (32) Other income and expense: Gain on sales of non-current investments — 2 4 2 Interest and other income, net 13 15 34 67 Total other income and expense 13 17 38 69 Income before provision for income taxes 85 26 236 37 Provision for income taxes 24 7 66 10 Income before accounting change 61 19 170 27 Cumulative effect of accounting change, net — — — (2) Net income $ 61 $ 19 $ 170 $ 25 Earnings per common share before accounting change: Basic $ 0.16 $ 0.05 $ 0.46 $ 0.07 Diluted $ 0.16 $ 0.05 $ 0.45 $ 0.07 Earnings per common share: Basic $ 0.16 $ 0.05 $ 0.46 $ 0.07 Diluted $ 0.16 $ 0.05 $ 0.45 $ 0.07 Shares used in computing earnings per share (in thousands): Basic 375,023 360,793 367,606 360,113 Diluted 392,621 363,777 381,259 362,421 See accompanying notes to condensed consolidated financial statements. 2 APPLE COMPUTER, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in millions, except share amounts) June 26, 2004 September 27, 2003 ASSETS: Current assets: Cash and cash equivalents $ 3,120 $ 3,396 Short-term investments 1,846 1,170 Accounts receivable, less allowances of $47 and $49, respectively 629 766 Inventories 72 56 Deferred tax assets 227 190 Other current assets 392 309 Total current assets 6,286 5,887 Property, plant and equipment, net 684 669 Goodwill 80 85 Acquired intangible assets 19 24 Other assets 154 150 Total assets $ 7,223 $ 6,815 LIABILITIES AND SHAREHOLDERS’ EQUITY: Current liabilities: Accounts payable $ 1,061 $ 1,154 Accrued expenses 1,094 899 Current debt — 304 Total current liabilities 2,155 2,357 Deferred tax liabilities and other non-current liabilities 256 235 Total liabilities 2,411 2,592 Commitments and contingencies Shareholders’ equity: Common stock, no par value; 900,000,000 shares authorized; 385,192,286 and 366,726,584 shares issued and outstanding, respectively 2,369 1,926 Deferred stock compensation (103) (62) Retained earnings 2,564 2,394 Accumulated other comprehensive income (loss) (18) (35) Total shareholders’ equity 4,812 4,223 Total liabilities and shareholders’ equity $ 7,223 $ 6,815 See accompanying notes to condensed consolidated financial statements. 3 APPLE COMPUTER, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in millions) Nine Months Ended June 26, 2004 June 28, 2003 Cash and cash equivalents, beginning of the period $ 3,396 $ 2,252 Operating Activities: Net income 170 25 Cumulative effect of accounting change, net of taxes — 2 Adjustments to reconcile net income to cash generated by operating activities: Depreciation, amortization and accretion 110 84 Stock-based compensation expense 23 9 Non-cash restructuring 5 12 Benefit from deferred income taxes (5) (16) Loss on disposition of property, plant, and equipment 3 2 Gain on sales of short-term investments, net (1) (21) Gain on sales of non-current investments (4) (2) Changes in operating assets and liabilities: Accounts receivable 137 (3) Inventories (16) 7 Other current assets (83) 56 Other assets (31) (15) Accounts payable (93) (31) Other liabilities 276 107 Cash generated by operating activities 491 216 Investing Activities: Purchases of short-term investments (2,294) (1,981) Proceeds from maturities of short-term investments 821 1,954 Proceeds from sales of short-term investments 790 1,072 Proceeds from sales of non-current investments 5 36 Purchases of property, plant, and equipment (117) (106) Other 9 33 Cash (used for) generated by investing activities (786) 1,008 Financing Activities: Payment of long-term debt (300) — Proceeds from issuance of common stock 319 31 Cash generated by financing activities 19 31 (Decrease) increase in cash and cash equivalents (276) 1,255 Cash and cash equivalents, end of the period $ 3,120 $ 3,507 Supplemental cash flow disclosures: Cash paid for interest $ 10 $ 10 Cash paid for income taxes, net $ — $ 35 See accompanying notes to condensed consolidated financial statements. 4 APPLE COMPUTER, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1 - Summary of Significant Accounting Policies Apple Computer, Inc. and its subsidiaries (the Company) designs, manufactures and markets personal computers and related software, peripherals and personal computing and communicating solutions. The Company’s products include the Macintosh line of desktop and notebook computers, the Mac OS X operating system, the iPod digital music player, and a portfolio of software products and peripherals for education, creative, consumer and business customers. The Company sells its products through its online stores, direct sales force, third-party wholesalers and resellers, and its own retail stores. Basis of Presentation and Preparation The accompanying condensed consolidated financial statements include the accounts of the Company. Intercompany accounts and transactions have been eliminated. The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Interim information is unaudited; however, in the opinion of the Company’s management, all adjustments of a normal recurring nature necessary for a fair statement of interim periods presented have been included. The results for interim periods are not necessarily indicative of results to be expected for the entire year. Certain prior year amounts in these condensed consolidated financial statements and notes thereto have been reclassified to conform to the current year presentation. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and the notes thereto for the fiscal year ended September 27, 2003, included in its Annual Report on Form 10-K for the year ended September 27, 2003 (the 2003 Form 10-K). Unless otherwise stated, references to particular years or quarters refer to the Company’s fiscal years ended in September and the associated quarters of those fiscal years. Research and Development Research and development costs are expensed as incurred. Development costs of computer software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers pursuant to Statement of Financial Accounting Standards (SFAS) No. 86, Computer Software to be Sold, Leased, or Otherwise Marketed. In most instances, the Company’s products are released soon after technological feasibility has been established. Therefore, costs incurred subsequent to achievement of technological feasibility are usually not significant, and generally all software development costs have been expensed. During the second quarter of 2004, the Company incurred substantial development costs associated with FileMaker Pro 7 subsequent to achievement of technological feasibility as evidenced by public demonstration and release of a developer beta version, and prior to the release of the final version of the product in March 2004. Therefore, during the second quarter of 2004, the Company capitalized approximately $2.3 million of costs associated with the development of FileMaker Pro 7. In accordance with SFAS No. 86, amortization of this asset began in March 2004 when FileMaker Pro 7 was shipped and is being recognized on a straight-line basis over a 3 year estimated useful life. Stock-Based Compensation The Company measures compensation expense for its employee stock-based compensation plans using the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. The Company applies the disclosure provisions of SFAS No. 123, Accounting for Stock-based Compensation, as amended by SFAS No. 148, Accounting for Stock-based Compensation – Transition and Disclosure as if the fair value-based method had been applied in measuring compensation expense. The Company has elected to follow APB Opinion No.