-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nCD3Th4HzWqeFPPOD/i0SKQWTuNW4mq4Ha7vLAkdFsi8Qn+pxWvK/pXT7qp47BSi sifI6Aak5wGpsqT/H6NYnA== 0000891618-95-000279.txt : 19950516 0000891618-95-000279.hdr.sgml : 19950516 ACCESSION NUMBER: 0000891618-95-000279 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXIM INTEGRATED PRODUCTS INC CENTRAL INDEX KEY: 0000743316 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942896096 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-16538 FILM NUMBER: 95538480 BUSINESS ADDRESS: STREET 1: 120 SAN GABRIEL DR CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087377600 MAIL ADDRESS: STREET 1: 120 SAN GABRIEL DR CITY: SUNNYVALE STATE: CA ZIP: 94086 10-Q 1 QUARTERLY REPORT FOR PERIOD ENDING 3/31/95 1 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, 1995 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 NO. 0-16538 MAXIM INTEGRATED PRODUCTS, INC. (Exact name of registrant as specified in its charter) DELAWARE 94-2896096 - -------- ---------- (State or Other Jurisdiction of (I.R.S. Employer I.D. No.) Incorporation or Organization) 120 SAN GABRIEL DRIVE, 94086 SUNNYVALE, CA (Zip Code) (Address of Principal Executive Offices) Registrant's Telephone Number, Including Area Code: (408) 737-7600 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, and (2) has been subject to such filing requirements for the past 90 days: YES X NO -------- -------- CLASS: COMMON STOCK, OUTSTANDING AT MAY 1, 1995 $.001 PAR VALUE 29,861,718 SHARES 2 MAXIM INTEGRATED PRODUCTS, INC. INDEX
PART I. FINANCIAL INFORMATION PAGE ---- ITEM 1. Financial Statements Consolidated Balance Sheets 3 As of June 30, 1994 and March 31, 1995 Consolidated Statements of Income 4 for the three and nine months ended March 31, 1994 and 1995 Consolidated Statements of Cash Flows 5 for the nine months ended March 31, 1994 and 1995 Notes to Consolidated Financial Statements 6-8 ITEM 2. Management's Discussion and Analysis of Financial 9-10 Condition and Results of Operations PART II. OTHER INFORMATION ITEM 1. Legal Proceedings 11 ITEM 6. Exhibits and Reports on Form 8-k 11 SIGNATURES 12
2 3 CONSOLIDATED BALANCE SHEETS MAXIM INTEGRATED PRODUCTS, INC.
June 30, March 31, (In thousands) 1994 1995 ===================================================================================== (Audited) (Unaudited) ASSETS - ------------------------------------------------------------------------------------- Current assets: Cash and cash equivalents $ 28,033 $ 33,692 Short-term investments 20,397 44,571 - ------------------------------------------------------------------------------------- Total cash, cash equivalents and short-term investments 48,430 78,263 Accounts receivable, net 17,950 24,344 Inventories 18,330 17,544 Prepaid taxes and other current assets 14,770 22,728 - ------------------------------------------------------------------------------------- Total current assets 99,480 142,879 - ------------------------------------------------------------------------------------- Property, plant and equipment, at cost, less accumulated depreciation and amortization 77,696 74,933 Deposits and other assets 1,347 6,960 - ------------------------------------------------------------------------------------- $178,523 $224,772 ===================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------------------------------------------------------- Current liabilities: Current portion of capital lease obligations $ 134 $ 74 Accounts payable 10,695 14,765 Income taxes payable 5,175 10,243 Accrued salaries 6,203 8,340 Accrued expenses 14,182 21,197 Deferred income on shipments to distributors 7,046 7,808 - ------------------------------------------------------------------------------------- Total current liabilities 43,435 62,427 - ------------------------------------------------------------------------------------- Capital lease obligations, less current portion 40 - - - Deferred income taxes 4,856 1,650 - ------------------------------------------------------------------------------------- Stockholders' equity: Common stock 28 30 Additional paid-in capital 55,578 58,300 Retained earnings 74,545 101,903 Translation adjustment 41 462 - ------------------------------------------------------------------------------------- Total stockholders' equity 130,192 160,695 - ------------------------------------------------------------------------------------- $178,523 $224,772 =====================================================================================
See accompanying notes. 3 4 CONSOLIDATED STATEMENTS OF INCOME MAXIM INTEGRATED PRODUCTS, INC.
Three Months Ended Nine Months Ended (Amounts in thousands, except per share data) March 31, March 31, ------------------- -------------------- (Unaudited) 1994 1995 1994 1995 ========================================================================================================= Net revenues $40,572 $66,628 $109,809 $174,816 Cost of goods sold 16,885 27,651 45,892 72,600 - --------------------------------------------------------------------------------------------------------- Gross margin 23,687 38,977 63,917 102,216 - --------------------------------------------------------------------------------------------------------- Operating expenses: Research and development 5,735 13,129 15,746 31,042 Selling, general and administrative 8,478 10,958 22,778 30,761 - --------------------------------------------------------------------------------------------------------- 14,213 24,087 38,524 61,803 - --------------------------------------------------------------------------------------------------------- Operating income 9,474 14,890 25,393 40,413 Interest income, net 398 686 1,649 1,676 - --------------------------------------------------------------------------------------------------------- Income before provision for income taxes 9,872 15,576 27,042 42,089 Provision for income taxes 3,554 5,452 9,735 14,731 - --------------------------------------------------------------------------------------------------------- Net income $ 6,318 $10,124 $ 17,307 $ 27,358 - --------------------------------------------------------------------------------------------------------- Income per share $ 0.20 $ 0.30 $ 0.55 $ 0.83 - --------------------------------------------------------------------------------------------------------- Common and common equivalent shares 32,154 33,251 31,657 32,951 =========================================================================================================
See accompanying notes. 4 5 CONSOLIDATED STATEMENTS OF CASH FLOWS MAXIM INTEGRATED PRODUCTS, INC.
- ----------------------------------------------------------------------------------------- For the nine months ended March 31, Increase (decrease) in cash and cash equivalents (Amounts in thousands) (Unaudited) 1994 1995 ========================================================================================= Cash flows from operating activities: Net income $ 17,307 $ 27,358 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,429 8,141 Reduction in carrying value of equipment - - - 16,573 Changes in assets and liabilities: Accounts receivable 4,487 (6,394) Inventories, prepaid taxes and other current assets (2,605) (7,172) Accounts payable (529) 4,070 Income taxes payable 1,794 10,428 Deferred income tax payable - - - (3,206) Deferred income on shipments to distributors 1,372 762 All other accrued liabilities 5,536 9,152 - ----------------------------------------------------------------------------------------- Net cash provided by operating activities 32,791 59,712 - ----------------------------------------------------------------------------------------- Cash flows from investing activities: Additions to property, plant and equipment (18,998) (21,379) Deposits and other non-current assets (259) (5,764) Short-term investments 2,402 (24,174) - ----------------------------------------------------------------------------------------- Net cash used in investing activities (16,855) (51,317) - ----------------------------------------------------------------------------------------- Cash flows from financing activities: Issuance of common stock 5,142 6,389 Principal payments on capital lease obligations (439) (100) Repurchase of Common Stock (3,570) (9,025) - ----------------------------------------------------------------------------------------- Net cash provided by (used in) financing activities 1,133 (2,736) - ----------------------------------------------------------------------------------------- Net increase in cash and cash equivalents 17,069 5,659 Cash and cash equivalents: Beginning of year 28,566 28,033 - ----------------------------------------------------------------------------------------- End of period $ 45,635 $ 33,692 =========================================================================================
See accompanying notes. 5 6 MAXIM INTEGRATED PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: BASIS OF PRESENTATION The unaudited consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. The results of operations for the nine months ended March 31, 1995 are not necessarily indicative of the results to be expected for the entire year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended June 30, 1994. NOTE 2: INVENTORIES
Inventories consist of: June 30, March 31, -------- --------- 1994 1995 ---- ---- (audited) (unaudited) (In thousands) Raw Materials $ 1,293 $ 1,732 Work in Process 8,236 7,841 Finished Goods 8,801 7,971 ------- ------- $18,330 $17,544 ======= =======
NOTE 3: INCOME PER SHARE Income per share is calculated based on the weighted average number of common and dilutive common equivalent shares outstanding during each respective period. The number of common equivalent shares which became issuable pursuant to the grant of stock options has been calculated using the treasury stock method. Fully diluted income per share is substantially the same as reported income per share. On December 7, 1994, the Company effected a two-for-one stock split in the form of a stock dividend, thereby doubling the number of outstanding shares of common stock. All share and per share amounts for the prior periods have been adjusted to reflect the split. 6 7 MAXIM INTEGRATED PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) NOTE 4: INVESTMENT SECURITIES On July 1, 1994, the Company adopted Statement of Financial Accounting Standard No. 115 (FAS 115) "Accounting for Certain Investments in Debt and Equity Securities." There was no cumulative effect of adopting FAS 115. FAS 115 requires that all investment securities be classified into one of three categories: held-to-maturity, available-for-sale, or trading. Management determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. At March 31, 1995, all debt securities which, consist of U.S. Treasury securities and various municipal bonds all maturing within one year, are designated as held-to-maturity and carried at amortized cost which approximates market value. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in investment income. Realized gains and losses and declines in value judged to be other-than-temporary on held-to-maturity securities are included in investment income. The cost of securities sold is based on the specific identification method. Interest on securities classified as held-to-maturity is included in investment income. The following is a summary of held-to-maturity securities at March 31, 1995:
(Amounts in thousands) Cost ---------------------- ---- U.S. Treasury securities $ 6,754 Municipal bonds 40,117 ------- $46,871 ======= Amounts included in short-term investments $44,571 Amounts included in cash and cash equivalents 2,300 ------- $46,871 =======
7 8 MAXIM INTEGRATED PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) NOTE 5: PROPERTY, PLANT AND EQUIPMENT In the three months and the nine months ended March 31, 1995, the Company recorded a $10.9 million and $16.6 million charge to operating income, respectively, relating to the Company's program announced in the fiscal quarter ended December 31, 1995 to modernize its current equipment and manufacturing facilities. The charge relates to a cumulative adjustment for depreciation as a result of changing estimates of useful lives associated with equipment that management estimates will be replaced or substantially upgraded over the next three years. In the three months ended March 31, 1995, approximately $6.9 million and $4.0 million of the charge was allocated to cost of goods sold and research and development, respectively, based on the nature of the equipment affected. 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net revenues increased 64.2% and 59.2% in the three and nine months ended March 31, 1995 compared to the same periods a year ago. The increase was the result of continued introduction of new proprietary products and increased market acceptance of the Company's proprietary and second source products. In addition, revenues were also positively impacted in fiscal 1995 by the inclusion of the revenues associated with Integrated Circuit Operations acquired from Tektronix on May 27, 1994. Gross margin increased to 58.5% in the three months ended March 31, 1995 compared to 58.4% for the three months ended March 31, 1994. For the nine month period ended March 31, 1995, gross margins increased to 58.5%, compared to 58.2% for the nine months ended March 31, 1994. During the three and nine month periods, the Company experienced continued improvement in production yields, economies of scale and also experienced a higher percentage of proprietary products in the mix of products sold, which generally yield a somewhat higher gross margin than a second source products. These factors were partially offset by the changes discussed below. Research and development expenses were 19.7% and 17.8% of net revenues in the three and nine months ended March 31, 1995, compared to 14.1% and 14.3% in the three and nine months ended March 31, 1994. Spending on research and development in absolute dollars reflect the Company's continuing commitment to new product development and the changes discussed below. Selling, general and administrative expenses were 16.4% and 17.6% of net revenues in the three and nine months ended March 31, 1995, compared to 20.9% and 20.7% in the three and nine months ended March 31, 1994, although such expenses increased in absolute dollars, the decrease in percentages resulted from the growth in net revenues. In the three and nine months ended March 31, 1995, the Company recorded a $10.9 million and $16.6 million charge to operating income, respectively, relating to the Company's program announced in the fiscal quarter ended December 31, 1995 to modernize its current equipment and manufacturing facilities. The charge relates to a cumulative adjustment for depreciation as a result of changing estimates of useful lives associated with equipment that management estimates will be replaced or substantially upgraded over the next three years. In the three months ended March 31, 1995, approximately $6.9 million and $4.0 million of the charge was allocated to cost of goods sold and research and development, respectively, based on the nature of the equipment affected. The Company's operating income was 22.3% of net revenues in the three months ended March 31, 1995 and 23.1% of net revenues in the nine months ended March 31, 1995. 9 10 LIQUIDITY AND CAPITAL RESOURCES The Company's primary sources of funds for the first nine months of fiscal year 1995 have been the net cash generated from operating activities of $59,712,000 and the issuance of common stock of $6,389,000. The principal uses of funds have been purchases of $21,379,000 in property, plant and equipment and repurchase of $9,025,000 in common stock. The Company believes it possesses sufficient liquidity and capital resources to fund its operations. STOCK SPLIT On December 7, 1994, the Company effected a two-for-one stock split in the form of a stock dividend, thereby doubling the number of outstanding shares of common stock. All share and per share amounts for the prior periods have been adjusted to reflect the split. 10 11 PART II: OTHER INFORMATION ITEM 1: LEGAL PROCEEDINGS See the Form 10Q of the Company for the fiscal quarter ended September 30, 1994 for a discussion of material developments in the Analog Devices, Inc. and A2M matters. ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibit has been filed with this report: 11.1 Computation of Income per Share (b) No reports on Form 8-k were filed during the quarter ended March 31, 1995. ITEMS 2, 3, 4 AND 5 HAVE BEEN OMITTED AS THEY ARE NOT APPLICABLE. 11 12 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. MAY 12, 1995 MAXIM INTEGRATED PRODUCTS, INC. (Date) (Registrant) /s/ Michael J. Byrd -------------------------------------------- Michael J. Byrd Vice President and Chief Financial Officer (For the Registrant and as Principal Financial Officer) /s/ Richard E. Slater -------------------------------------------- Richard E. Slater Vice President and Chief Accounting Officer (Principal Accounting Officer) 12 EX-11.1 2 COMPUTATION OF INCOME PER SHARE 1 Exhibit 11.1 Maxim Integrated Products, Inc. Computation of income per share (amounts in thousands, except per share amounts)
Three Months Nine Months Ended Ended March 31, March 31, ------------------------ ------------------------ 1994 1995 1994 1995 -------- -------- -------- -------- Weighted average shares outstanding 28,431 28,939 28,177 28,818 Add weighted average shares from assumed exercise of options and warrants when treasury shares are reacquired at average stock market price 5,693 6,542 5,318 6,282 Less weighted average shares assumed repurchased from tax benefit from the assumed exercise of non-qualified stock options (1,970) (2,230) (1,838) (2,149) -------- -------- -------- -------- Common and common equivalent shares used in computing income per share 32,154 33,251 31,657 32,951 ======== ======== ======== ======== Net income applicable to computation of income per share $ 6,318 $ 10,124 $ 17,307 $ 27,358 ======== ======== ======== ======== Income per share $ 0.20 $ 0.30 $ 0.55 $ 0.83 ======== ======== ======== ========
Note: All shares are adjusted to reflect the two for one stock split effective on December 7, 1994. EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS JUN-30-1995 JUL-01-1994 MAR-31-1995 78,263 0 25,528 (1,184) 17,544 142,879 116,236 (41,303) 224,772 62,427 0 58,300 0 0 0 224,772 0 174,816 0 72,600 61,803 0 (22) 42,089 14,731 0 0 0 0 27,358 .83 .83
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