10-Q 1 d10q.htm FORM 10-Q Form 10-Q

 

 

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 December 29, 2007

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: 000-10030

 

 

Apple Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

California   942404110
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

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  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x                Accelerated filer  ¨                Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨    No  x

878,875,671 shares of common stock issued and outstanding as of January 18, 2008

 

 

 


PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements

APPLE INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except share and per share amounts)

 

     Three Months Ended
     December 29,
2007
   December 30,
2006

Net sales

   $ 9,608    $ 7,115

Cost of sales (1)

     6,276      4,895
             

Gross margin

     3,332      2,220
             

Operating expenses:

     

Research and development (1)

     246      184

Selling, general, and administrative (1)

     960      714
             

Total operating expenses

     1,206      898
             

Operating income

     2,126      1,322

Other income and expense

     200      126
             

Income before provision for income taxes

     2,326      1,448

Provision for income taxes

     745      444
             

Net income

   $ 1,581    $ 1,004
             

Earnings per common share:

     

Basic

   $ 1.81    $ 1.17

Diluted

   $ 1.76    $ 1.14

Shares used in computing earnings per share (in thousands):

     

Basic

     875,860      857,691

Diluted

     900,054      883,297

(1) Includes stock-based compensation expense as follows:

     

Cost of sales

   $ 18    $ 6

Research and development

   $ 39    $ 16

Selling, general, and administrative

   $ 53    $ 24

See accompanying Notes to Condensed Consolidated Financial Statements.

 

2


APPLE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions, except share amounts)

 

     December 29,
2007
   September 29,
2007
ASSETS:      

Current assets:

     

Cash and cash equivalents

   $ 9,162    $ 9,352

Short-term investments

     9,286      6,034

Accounts receivable, less allowances of $45 and $47, respectively

     1,939      1,637

Inventories

     459      346

Deferred tax assets

     993      782

Other current assets

     4,350      3,805
             

Total current assets

     26,189      21,956

Property, plant and equipment, net

     1,870      1,832

Goodwill

     38      38

Acquired intangible assets, net

     311      299

Other assets

     1,631      1,222
             

Total assets

   $ 30,039    $ 25,347
             
LIABILITIES AND SHAREHOLDERS’ EQUITY:      

Current liabilities:

     

Accounts payable

   $ 5,366    $ 4,970

Accrued expenses

     5,169      4,329
             

Total current liabilities

     10,535      9,299

Non-current liabilities

     2,700      1,516
             

Total liabilities

     13,235      10,815
             

Commitments and contingencies

     

Shareholders’ equity:

     

Common stock, no par value; 1,800,000,000 shares authorized; 878,628,867 and 872,328,972 shares issued and outstanding, respectively

     6,046      5,368

Retained earnings

     10,684      9,101

Accumulated other comprehensive income

     74      63
             

Total shareholders’ equity

     16,804      14,532
             

Total liabilities and shareholders’ equity

   $ 30,039    $ 25,347
             

See accompanying Notes to Condensed Consolidated Financial Statements.

 

3


APPLE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

 

     Three Months Ended  
     December 29,
2007
    December 30,
2006
 

Cash and cash equivalents, beginning of the period

   $ 9,352     $ 6,392  
                

Operating Activities:

    

Net income

     1,581       1,004  

Adjustments to reconcile net income to cash generated by operating activities:

    

Depreciation, amortization, and accretion

     106       74  

Stock-based compensation expense

     110       46  

Provision for deferred income taxes

     22       73  

Loss on disposition of property, plant, and equipment

     14       5  

Changes in operating assets and liabilities:

    

Accounts receivable, net

     (302 )     (369 )

Inventories

     (113 )     (33 )

Other current assets

     (550 )     36  

Other assets

     (253 )     28  

Accounts payable

     484       495  

Deferred revenue

     1,048       199  

Other liabilities

     640       255  
                

Cash generated by operating activities

     2,787       1,813  
                

Investing Activities:

    

Purchases of short-term investments

     (6,127 )     (2,581 )

Proceeds from maturities of short-term investments

     2,129       934  

Proceeds from sales of investments

     758       655  

Purchases of long-term investments

     (9 )     —    

Payment for acquisition of property, plant, and equipment

     (224 )     (142 )

Payment for acquisition of intangible assets

     (8 )     (115 )

Other

     19       15  
                

Cash used in investing activities

     (3,462 )     (1,234 )
                

Financing Activities:

    

Proceeds from issuance of common stock

     179       101  

Excess tax benefits from stock-based compensation

     315       87  

Cash used to net share settle equity awards

     (9 )     —    
                

Cash generated by financing activities

     485       188  
                

(Decrease) increase in cash and cash equivalents

     (190 )     767  
                

Cash and cash equivalents, end of the period

   $ 9,162     $ 7,159  
                

Supplemental cash flow disclosure:

    

Cash paid for income taxes, net

   $ 251     $ 114  

See accompanying Notes to Condensed Consolidated Financial Statements.

 

4


Apple Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 – Summary of Significant Accounting Policies

Apple Inc. and its wholly-owned subsidiaries (collectively “Apple” or the “Company”) design, manufacture, and market personal computers, portable digital music players, and mobile communication devices and sells a variety of related software, services, peripherals, and networking solutions. The Company sells its products worldwide through its online stores, its retail stores, its direct sales force, and third-party wholesalers, resellers, and value-added resellers. In addition, the Company sells a variety of third-party Mac, iPod and iPhone compatible products including application software, printers, storage devices, speakers, headphones, and various other accessories and supplies through its online and retail stores. The Company sells to education, consumer, creative professional, business, and government customers.

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. Certain prior year amounts in the 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 29, 2007, included in its Annual Report on Form 10-K (the “2007 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.

Earnings Per Common Share

Basic earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding options, shares to be purchased under the employee stock purchase plan, and unvested restricted stock units (“RSUs”). The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities.

 

5


The following table sets forth the computation of basic and diluted earnings per share (in thousands, except net income and per share amounts):

 

     Three Months Ended
     December 29, 2007    December 30, 2006

Numerator (in millions):

     

Net income

   $ 1,581    $ 1,004
             

Denominator:

     

Weighted-average shares outstanding

     875,860      857,691

Effect of dilutive securities

     24,194      25,606
             

Denominator for diluted earnings per share

     900,054      883,297
             

Basic earnings per share

   $ 1.81    $ 1.17
             

Diluted earnings per share

   $ 1.76    $ 1.14
             

Potentially dilutive securities representing approximately 7.6 million and 13.9 million shares of common stock for the quarter ended December 29, 2007 and December 30, 2006, respectively, were excluded from the computation of diluted earnings per share for these periods because their effect would have been antidilutive.

Income Taxes

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Financial Interpretation No. (“FIN”) 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109. FIN 48 changes the accounting for uncertainty in income taxes by creating a new framework for how companies should recognize, measure, present, and disclose uncertain tax positions in their financial statements. Under FIN 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on the reversal of previously recognized tax positions, balance sheet classification, accounting for interest and penalties associated with tax positions, and income tax disclosures. See Note 4, “Income Taxes” of this Form 10-Q for additional information, including the effects of adoption on the Company’s Condensed Consolidated Financial Statements.

 

6


Note 2 – Financial Instruments

Cash, Cash Equivalents and Short-Term Investments

The following table summarizes the fair value of the Company’s cash and available-for-sale securities held in its short-term investment portfolio, recorded as cash and cash equivalents or short-term investments (in millions):

 

     December 29, 2007    September 29, 2007

Cash

   $ 336    $ 256
             

U.S. Treasury and Agency Securities

     1,332      670

U.S. Corporate Securities

     4,788      5,597

Foreign Securities

     2,706      2,829
             

Total cash equivalents

     8,826      9,096
             

U.S. Treasury and Agency Securities

     981      358

U.S. Corporate Securities

     6,626      4,718

Foreign Securities

     1,679      958
             

Total short-term investments

     9,286      6,034
             

Total cash, cash equivalents, and short-term investments

   $ 18,448    $ 15,386
             

The Company’s U.S. corporate securities consist primarily of commercial paper, certificates of deposit, time deposits, and corporate debt securities. Foreign securities consist primarily of foreign commercial paper issued by foreign companies and certificates of deposit and time deposits with foreign institutions, most of which are denominated in U.S. dollars. As of December 29, 2007 and September 29, 2007, approximately $1.9 billion of the Company’s short-term investments had underlying maturities ranging from one to five years. The remaining short-term investments had maturities less than 12 months. The Company may sell its investments prior to their stated maturities for strategic purposes, in anticipation of credit deterioration, or for duration management. The Company recognized no material net gains or losses during the first quarter of 2008 or 2007 related to such sales.

The gross unrealized losses on the Company’s investment portfolio were $18 million and $13 million as of December 29, 2007 and September 29, 2007, respectively. The Company considers the declines in market value of its investment portfolio to be temporary in nature. The unrealized losses on the Company’s investments in U.S. Treasury and Agency securities, U.S. corporate securities, and foreign securities were caused primarily by changes in interest rates, specifically, widening credit spreads. The Company typically invests in highly-rated securities and its policy generally limits the amount of credit exposure to any one issuer. The Company’s investment policy requires investments to be rated single-A or better with the objective of minimizing the potential risk of principal loss. Fair values were determined for each individual security in the investment portfolio. When evaluating the investments for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer, and the Company’s ability and intent to hold the investment for a period of time, which may be sufficient for anticipated recovery in market value. During the three-month periods ended December 29, 2007 and December 30, 2006, the Company did not recognize any material impairment charges on outstanding securities.

Derivative Financial Instruments

The Company uses derivatives to partially offset its business exposure to foreign exchange risk. Foreign currency forward and option contracts are used to offset the foreign exchange risk on certain existing assets and liabilities and to hedge the foreign exchange risk on expected future cash flows on certain forecasted revenue and cost of sales. Generally, the Company’s practice is to hedge a majority of its existing material foreign exchange transaction exposures. However, the Company may not hedge certain foreign exchange transaction exposures due to immateriality, prohibitive economic cost of hedging particular exposures, or limited availability of appropriate hedging instruments. The Company’s accounting policies for these instruments are based on whether the instruments are designated as hedge or non-hedge instruments. The Company records all derivatives on the balance sheet at fair value. Derivatives that are not designated as hedges and the ineffective portions of cash flow hedges are adjusted to fair value through earnings. The effective portions of cash flow hedges are recorded in other comprehensive income until the hedged item is recognized in earnings. Changes in value of fair value hedges are offset against the changes in fair value of the hedged assets, liabilities, or firm commitments through earnings.

 

7


As of December 29, 2007, the Company had a net deferred gain associated with cash flow hedges of approximately $4 million, net of taxes, all of which is expected to be reclassified to earnings by the end of the third quarter of 2008. As of the end of the first quarter of 2008, the general nature of the Company’s risk management activities and the general nature and mix of the Company’s derivative financial instruments have not changed materially from the end of 2007.

Note 3 – Condensed Consolidated Financial Statement Details (in millions)

Other Current Assets

 

     December 29, 2007    September 29, 2007

Vendor non-trade receivables

   $ 2,483    $ 2,392

NAND flash memory prepayments

     417      417

Other current assets

     1,450      996
             

Total other current assets

   $ 4,350    $ 3,805
             

Property, Plant, and Equipment

 

     December 29, 2007     September 29, 2007  

Land and buildings

   $ 774     $ 762  

Machinery, equipment, and internal-use software

     1,003       954  

Office furniture and equipment

     110       106  

Leasehold improvements

     1,044       1,019  
                
     2,931       2,841  

Accumulated depreciation and amortization

     (1,061 )     (1,009 )
                

Net property, plant, and equipment

   $ 1,870     $ 1,832  
                

Other Assets

 

     December 29, 2007    September 29, 2007

Long-term NAND flash memory prepayments

   $ 583    $ 625

Non-current deferred tax assets

     190      88

Capitalized software development costs, net

     77      83

Other assets

     781      426
             

Total other assets

   $ 1,631    $ 1,222
             

Accrued Expenses

 

     December 29, 2007    September 29, 2007

Deferred revenue - current

   $ 2,095    $