<PAGE> 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 JULY 29, 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 number 1-5609
UNITRODE CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 04-2271186
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7 CONTINENTAL BOULEVARD, MERRIMACK, NEW HAMPSHIRE 03054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 424-2410
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of 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
----- -----
There were 11,426,276 shares of common stock outstanding as of July 29, 1995.
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<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
Unitrode Corporation
Consolidated Balance Sheets
<CAPTION>
July 29, 1995 January 31, 1995
Assets (Unaudited)
--------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 25,814,404 $ 17,752,008
Short-term investments - 12,961,780
Accounts receivable, net of allowance
of $286,984 in July, 1995
and $296,510 in January, 1995 17,111,980 13,746,458
Notes receivable 875,086 865,762
Inventories:
Raw materials 1,337,762 687,083
Work in process 4,554,087 4,198,556
Finished goods 2,291,706 2,430,863
------------ ------------
Total inventory 8,183,555 7,316,502
------------ ------------
Deferred income taxes 4,810,000 4,383,000
Prepaid expenses and other
current assets 1,395,409 1,455,541
------------ ------------
Total current assets 58,190,434 58,481,051
------------ ------------
Property, plant and equipment, at cost 70,806,560 68,415,540
Less accumulated depreciation 39,549,270 36,396,265
------------ ------------
Property, plant and equipment, net 31,257,290 32,019,275
------------ ------------
Notes and other receivables, net of
unamortized discount of $89,524 in
July, 1995 and $100,952 in January, 1995 4,464,080 4,878,392
Deferred income taxes 27,000 102,000
Excess of cost over net assets acquired,
net of accumulated amortization of
$1,684,201 in July, 1995 and
$1,542,199 in January, 1995 2,406,128 2,548,130
Other assets 4,768,605 5,275,532
------------ ------------
Total assets $101,113,537 $103,304,380
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-2-
<PAGE> 3
<TABLE>
Unitrode Corporation
Consolidated Balance Sheets
<CAPTION>
July 29, 1995 January 31, 1995
Liabilities and Stockholders' Equity (Unaudited)
------------------------------------------------------------------------------
<S> <C> <C>
Current liabilities:
Current portion of long-term debt $ 184,312 $ 299,696
Accounts payable 5,779,599 6,993,697
Income taxes payable 2,475,043 2,194,151
Accrued employee compensation and benefits 5,171,989 4,881,653
Accrued disposal costs and unusual charges 488,880 528,480
Accruals for distributor returns 740,400 587,500
Accrued legal and settlement expenses 1,529,135 1,534,999
Other current liabilities 3,353,303 3,918,289
------------ ------------
Total current liabilities 19,722,661 20,938,465
------------ ------------
Deferred income taxes 752,000 615,000
Other long-term liabilities 220,670 160,000
------------ ------------
Total liabilities 20,695,331 21,713,465
------------ ------------
Stockholders' equity:
Common stock, $.20 par value;
Authorized - 30,000,000 shares
Issued - 11,426,276 in July, 1995 and
11,781,100 in January, 1995 2,285,255 2,356,220
Additional paid-in capital 23,229,450 25,670,178
Retained earnings 55,293,220 54,067,673
------------ ------------
80,807,925 82,094,071
Less:
Deferred compensation 389,719 503,156
------------ ------------
Total stockholders' equity 80,418,206 81,590,915
------------ ------------
Total liabilities and
stockholders' equity $101,113,537 $103,304,380
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE> 4
<TABLE>
Unitrode Corporation
Consolidated Statements of Operations
(Unaudited)
<CAPTION>
For the three months ended July 29, 1995 July 30, 1994
------------------------------------------------------------------------------
<S> <C> <C>
Net revenues $28,859,786 $23,957,584
Cost of revenues 13,508,239 12,548,693
----------- -----------
Gross profit 15,351,547 11,408,891
----------- -----------
Operating expenses:
Research and development 3,440,040 2,126,961
Selling, general and administrative 5,461,856 5,691,821
Unusual items - 2,853,213
----------- -----------
Total operating expenses 8,901,896 10,671,995
----------- -----------
Income from operations 6,449,651 736,896
----------- -----------
Other income (expense):
Non-operating expense, net (144,563) (9,566)
Interest income 374,335 284,899
Interest expense (21,965) (24,192)
----------- -----------
Total other income 207,807 251,141
----------- -----------
Income before income tax provision (benefit) 6,657,458 988,037
Income tax provision (benefit) 2,483,000 (226,000)
----------- -----------
Net income $ 4,174,458 $ 1,214,037
=========== ===========
Earnings per common share:
Net income $ .35 $ .10
=========== ===========
Average common and common equivalent
shares outstanding 11,814,671 12,370,478
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE> 5
<TABLE>
Unitrode Corporation
Consolidated Statements of Operations
(Unaudited)
<CAPTION>
For the six months ended July 29, 1995 July 30, 1994
----------------------------------------------------------------------------
<S> <C> <C>
Net revenues $54,747,256 $46,225,968
Cost of revenues 25,610,117 24,258,123
----------- -----------
Gross profit 29,137,139 21,967,845
----------- -----------
Operating expenses:
Research and development 6,485,629 4,468,792
Selling, general and administrative 10,685,249 11,151,116
Unusual items - 2,853,213
----------- -----------
Total operating expenses 17,170,878 18,473,121
----------- -----------
Income from operations 11,966,261 3,494,724
----------- -----------
Other income (expense):
Non-operating expense, net (157,521) (136,874)
Interest income 828,720 567,040
Interest expense (44,168) (47,587)
----------- -----------
Total other income 627,031 382,579
----------- -----------
Income before income tax provision 12,593,292 3,877,303
Income tax provision 4,620,000 785,000
----------- -----------
Net income $ 7,973,292 $ 3,092,303
=========== ===========
Earnings per common share:
Net income $ .67 $ .25
=========== ===========
Average common and common equivalent
shares outstanding 11,932,624 12,605,830
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-5-
<PAGE> 6
<TABLE>
Unitrode Corporation
Consolidated Statements of Cash Flows (Unaudited)
<CAPTION>
For the six months ended July 29, 1995 July 30, 1994
---------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,973,292 $ 3,092,303
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 4,105,648 3,537,008
Writedowns and loss on sale of division - 2,853,213
Provision for losses on accounts receivable 10,200 37,479
Deferred compensation 113,437 123,315
Deferred income taxes (215,000) (37,000)
Other, net 149,728 31,985
(Increase) decrease in assets:
Accounts receivable (3,375,722) (1,877,306)
Inventories (867,053) (35,867)
Prepaid expenses and other current assets 19,779 338,331
Increase (decrease) in liabilities:
Accounts payable (1,214,098) 14,480
Income taxes payable 280,892 (1,222,902)
Accrued employee compensation and benefits 290,336 (395,523)
Accruals relating to unusual charges - (516,839)
Accruals for distributor returns 152,900 6,600
Accrued legal and settlement expenses (5,864) 358,492
Other current and long-term liabilities (504,316) 942,126
------------ ------------
Total adjustments (1,059,133) 4,157,592
------------ ------------
Net cash provided by operating activities 6,914,159 7,249,895
------------ ------------
Cash flows from investing activities:
Purchase of property, plant and equipment (3,099,199) (7,303,188)
Proceeds on sale of assets 419,449 22,247
Proceeds on sale of division and repayment of
notes receivable 470,579 2,861,377
Other investments (85,331) (20,356)
Accrued disposal costs (93,762) (251,127)
Maturities of short-term investments 14,200,750 499,697
Purchases of short-term investments (1,289,427) -
------------ ------------
Net cash provided (used) by investing activities 10,523,059 (4,191,350)
------------ ------------
Cash flows from financing activities:
Principal payments on debt (115,384) (115,385)
Proceeds from exercise of common stock options 765,837 670,003
Purchase of common stock (10,025,275) (14,420,394)
------------ ------------
Net cash used by financing activities (9,374,822) (13,865,776)
------------ ------------
Net increase (decrease) in cash and cash equivalents 8,062,396 (10,807,231)
Cash and cash equivalents at beginning of period 17,752,008 30,256,715
------------ ------------
Cash and cash equivalents at end of period $ 25,814,404 $ 19,449,484
============ ============
Supplemental information:
Interest paid $ 46,000 $ 48,000
Income taxes paid, net of tax refunds 4,554,000 2,106,000
</TABLE>
The accompanying notes are an integral part of the financial statements.
-6-
<PAGE> 7
Unitrode Corporation
Notes to Consolidated Financial Statements
July 29, 1995
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
------------------------------
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. For further information, refer to the
consolidated financial statements and footnotes included in the annual report on
Form 10-K of Unitrode Corporation (the "Company") for the year ended January 31,
1995.
In the opinion of management, all adjustments considered necessary for a fair
presentation have been included. Operating results for the six month period
ended July 29, 1995 are not necessarily indicative of the results that may
be expected for the year ended January 31, 1996. Certain amounts for fiscal year
1995 have been reclassified to conform with presentation of similar amounts in
fiscal year 1996.
NOTE 2 - ACQUISITIONS AND DISPOSITIONS OF ASSETS
------------------------------------------------
On June 23, 1994, the Company sold substantially all of the assets of its wholly
owned subsidiary, Powercube Corporation, ("Powercube"), to Natel Engineering
Company, Inc. (the "Buyer") pursuant to an Asset Purchase Agreement. The Buyer
also assumed certain of the liabilities of Powercube. The assets sold consist
principally of accounts receivable, inventory, and machinery and equipment. The
liabilities assumed by the Buyer consist principally of accounts payable,
accrued commissions and accrued warranty. Under the agreement, the Buyer paid
approximately $2.7 million in cash on June 23, 1994 for substantially all of the
assets of Powercube, except for the land and building which the Company has
available for sale. In addition, the Company has taken a charge of
approximately $1.3 million for writedowns of certain assets and $0.5 million for
disposal costs. The writedown of assets included $0.8 million for the building
and $0.5 million for goodwill. The following schedule summarizes the basis for
the unusual item charge:
<TABLE>
<S> <C>
Total book value of Powercube assets sold $4,121,128
Total book value of Powercube liabilities
assumed by Buyer 355,915
----------
Net book value of Powercube sold 3,765,213
Less:
Proceeds on sale 2,688,000
----------
Loss on sale 1,077,213
Writedowns and disposal costs 1,776,000
----------
Unusual item charge $2,853,213
==========
</TABLE>
-7-
<PAGE> 8
Unitrode Corporation
Notes to Consolidated Financial Statements
July 29, 1995
(Unaudited)
<TABLE>
NOTE 3 - NON-OPERATING EXPENSE, NET
------------------------------------
<CAPTION>
Three months ended July 29, 1995 July 30, 1994
---------------------------------------------------------------------------
<S> <C> <C>
Gain (loss) on investments $ (78,500) $ 19,597
Foreign exchange gain (loss) 8,327 (22,703)
Loss on sale of fixed assets - (49,753)
Net rental asset income (expense) (74,390) 43,293
--------- --------
Non-operating expense, net $(144,563) $ (9,566)
========= ========
</TABLE>
<TABLE>
<CAPTION>
Six months ended July 29, 1995 July 30, 1994
---------------------------------------------------------------------------
<S> <C> <C>
Loss on investments $(106,193) $ (56,936)
Foreign exchange loss (43,608) (63,937)
Loss on sale of fixed assets (1,252) (92,488)
Net rental assets income (expense) (6,468) 76,487
--------- ---------
Non-operating expense, net $(157,521) $(136,874)
========= =========
</TABLE>
NOTE 4 - COMMITMENTS AND CONTINGENT LIABILITIES
-----------------------------------------------
On August 18, 1994 the U.S. District Court for the District of Massachusetts
entered an order preliminarily approving a settlement and certifying a class for
settlement purposes only in the lawsuit entitled WILLIAM STEINER v. UNITRODE
CORP., ET.AL., Civil Action No. 90-11443-MLW. In the suit, the plaintiff,
representing a settlement class of purchasers of the Company's common stock
between March 2, 1988 and March 16, 1990, alleged violation of the antifraud
provisions of the federal securities laws by the Company and certain of its
former officers and directors. The settlement amount is $3 million consisting
of $1.5 million in cash and $1.5 million in stock warrants to purchase the
Company's common stock. An order giving final approval to the settlement was
entered by the court on December 7, 1994. The Company paid the $1.5 million cash
settlement in the fourth quarter of fiscal year 1995 and expects to issue
242,719 stock warrants with an appraised fair market value of $6.18 or a total
of $1.5 million in September 1995. The settlement amount has been provided for
and did not have a material adverse effect on the Company.
-8-
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
---------------------
Three Months Ended July 29, 1995 versus Three Months Ended July 30, 1994
Net revenues of $28.9 million for the quarter ended July 29, 1995 increased by
20% compared with $24.0 million in the previous year's second quarter. Excluding
the Micro Networks Division ("Micro Networks") and Powercube Corporation
("Powercube")which were sold on October 12, 1994 and June 23, 1994,
respectively, net revenues were $28.9 million for the quarter ended July 29,
1995 compared with $20.8 million in the previous year's comparable quarter, an
increase of 39%. Integrated circuit sales, which now represent the total
business, increased due to strong demand from the electronic data processing
markets, as well as sales of new products. In addition, royalty income
increased to $0.6 million in the second quarter of fiscal year 1996 compared to
$0.2 million in the previous year's second quarter, primarily due to additional
licensees. Revenues from product sales to one of the Company's customers
represented approximately 22% and 23% of integrated circuit sales for the second
quarter of fiscal years 1996 and 1995, respectively. Approximately 60% of
integrated circuit sales for the second quarter of fiscal year 1996 and fiscal
year 1995 were international.
Gross profit as a percentage of net sales, excluding Micro Networks and
Powercube, increased to 52.3% compared to 50.9% for the same quarter in the
prior year. This improvement was primarily due to a lower average cost per
unit as a result of manufacturing efficiencies and higher production volumes.
Selling, general and administrative expenses as a percentage of net sales,
excluding the disposed operations, decreased by almost 5 percentage points to
19% as compared to the previous year's second quarter. This percentage decrease
was primarily due to the higher volume of sales. Research and development
expenses, excluding the disposed operations, were approximately 12% of net sales
in the second quarter of fiscal year 1996 compared with 9% in the prior fiscal
year. This increase of approximately $1.6 million related primarily to increased
employment in engineering and related product development efforts to support
opportunities in the Company's markets.
In the second quarter of fiscal year 1995, the Company sold Powercube
Corporation and recorded an unusual items charge of $2.9 million as a result
of this disposal. (For further information, see Note 2 to the Company's
consolidated financial statements.)
The consolidated effective tax rate for the quarter ended July 29, 1995 was
37.3% compared with an effective tax benefit rate of 22.9% in the prior year's
second quarter. The effective tax rate in last year's second quarter was
favorably impacted by the sale of Powercube and a reduction in the valuation
allowance for tax credit carryforwards.
Excluding disposed operations, net income was $4.2 million, or $.35 per share,
for the second quarter of fiscal year 1996 compared to $2.7 million, or $ .22
per share, for the second quarter of fiscal year 1995, an increase of 54%.
Integrated circuit bookings for the second quarter have increased 11% or
approximately $3.2 million to $31.2 million when compared with the prior year's
second quarter. The improvement was due to strong demand from the
electronic data processing markets as well as orders for new products. In
addition, bookings have improved approximately $3.8 million or 14% when compared
to the previous quarter. The book-to-bill ratio for the second quarter was 1.10
compared to 1.36 in the prior year's second quarter, excluding disposed
operations. This decrease in the book-to-bill ratio was primarily due to
increased sales in fiscal year 1996 to satisfy backlog requirements as
additional manufacturing capacity increased production levels.
-9-
<PAGE> 10
RESULTS OF OPERATIONS (CONTINUED)
---------------------
Integrated circuit backlog at July 29, 1995 was approximately $32.9 million
compared with $30.2 million at July 30, 1994, and $29.9 million at the end of
the previous quarter. In comparison to the second quarter ended July 30, 1994,
backlog increased by approximately $2.7 million or 9% principally due to strong
demand from the electronic data processing markets, as well as orders for new
products.
During the second quarter, the Company's Merrimack wafer fabrication facility
was operating close to full capacity. Sales growth in future quarters will
be satisfied using wafers sourced from foundry suppliers.
Six Months Ended July 29, 1995 versus Six Months Ended July 30, 1994
Net revenues for the six months ended July 29, 1995 were $54.7 million, an
increase of 18%, compared with $46.2 million in the prior year's first six
months. Excluding disposed operations, net revenues for the first six months
increased by approximately 40% or $15.6 million from the comparable period in
the prior year. The sales increase was primarily due to strong demand in the
electronic data processing markets coupled with new product sales. In addition,
royalty income increased by $0.7 million to $1.1 million for the six months
ended July 29, 1995 compared to the previous fiscal year, primarily due to
additional licensees. Revenues from product sales to one of the Company's
customers represented approximately 21% and 24% of integrated circuit sales for
the six months ended July 29, 1995 and July 30, 1994, respectively.
International sales accounted for approximately 61% of integrated circuit sales
for the six months ended July 29, 1995 compared to 62% for the six months ended
July 30, 1994.
Excluding the disposed operations, gross profit as a percentage of net sales
increased by slightly more than one percentage point to 52.2%, compared with
the prior year. This improvement was primarily due to a lower average cost per
unit as a result of manufacturing efficiencies and higher production volumes.
Selling, general and administrative expenses as a percentage of net sales,
excluding disposed operations, decreased to 20% for the six months ended July
29, 1995 compared to 24% for the six months ended July 30, 1994. This decrease
was primarily due to the higher volume of sales. Excluding the disposed
operations, research and development expenses were approximately 12% of net
sales for the first six months of fiscal year 1996 compared with 10% in fiscal
year 1995. This increase of approximately $2.6 million relates primarily to
increased product development efforts and employment to support opportunities in
the Company's markets.
In the second quarter of fiscal year 1995, the Company sold Powercube
Corporation and recorded an unusual items charge of $2.9 million as a result
of this disposal. (For further information, see Note 2 to the Company's
consolidated financial statements.)
Interest income increased by $262,000 principally due to an increase in the
weighted average interest rate earned on cash and short-term investments.
The consolidated effective tax rate for the six months ended July 29, 1995 was
36.7% compared with 20.2% for the six months ended July 30, 1994. The effective
tax rate for the six months ended July 30, 1994 was favorably impacted by the
sale of Powercube and a reduction in the valuation allowance for tax credit
carryforwards.
Net income, excluding disposed operations, for the six months ended July 29,
1995 was $8.0 million, or $.67 per share, compared with $4.8 million, or $.38
per share, in the prior fiscal year, an increase of 66%.
-10-
<PAGE> 11
RESULTS OF OPERATIONS (CONTINUED)
---------------------
Integrated circuit bookings for the first six months of fiscal year 1996 were
approximately $58.6 million which represents an increase of 9% from the
comparable period in the prior year. New orders increased primarily due to
the strong demand in the electronic data processing markets, as well as demand
for new products. The integrated circuit book-to-bill ratio for the six months
ended was 1.09 in fiscal year 1996 compared to 1.39 in the prior year. This
decrease in the book-to-bill ratio was primarily due to increased sales in
fiscal year 1996 to satisfy backlog requirements as additional manufacturing
capacity increased production levels.
FINANCIAL CONDITION
-------------------
Cash and short-term investments have decreased by $4.9 million since year-end to
$25.8 million at July 29, 1995. The principal uses of cash were $10.0 million
for the repurchase of the Company's common stock and $3.1 million for capital
expenditures. The principal sources of cash were an increase in net cash of
$6.9 million provided by operating activities and $0.8 million in proceeds from
exercises of stock options under the Company's Stock Option Plans.
It is anticipated that the Company's operating cash needs for the remainder of
fiscal year 1996, including additional planned capital expenditures of
approximately $9 million, will be met by internally generated funds and
available cash. The Company also has available an unused $15.0 million
revolving credit agreement.
The ratio of current assets to current liabilities was 2.95:1 at July 29, 1995
compared with 2.79:1 at January 31, 1995. Working capital of $38.5 million
at July 29, 1995 has increased by $0.9 million from January 31, 1995.
Accounts receivable at July 29, 1995 increased by $3.4 million from January 31,
1995 primarily due to increased sales. Receivable day sales outstanding
were 50 days at July 29, 1995 compared to 53 days at the end of the previous
quarter and 47 days at January 31, 1995. Inventories increased by $0.9 million
since January 31, 1995 primarily to support the increased level of new orders.
On February 21, 1995, the Company's Board of Directors authorized the repurchase
of up to 1,000,000 additional shares of its common stock. During the first six
months of fiscal year 1996, the Company repurchased 500,000 shares of the
Company's common stock at an average price per share of $19.63 or a total of
approximately $9.8 million, excluding stock swaps. As of July 29, 1995, there
were 578,700 shares remaining to be repurchased under the authorizations.
-11-
<PAGE> 12
PART II. OTHER INFORMATION
Unitrode Corporation
July 29, 1995
Item 1. Legal Proceedings
--------------------------
On August 18, 1994 the U.S. District Court for the District of Massachusetts
entered an order preliminarily approving a settlement and certifying a class for
settlement purposes only in the lawsuit entitled WILLIAM STEINER v. UNITRODE
CORP., ET.AL., Civil Action No. 90-11443-MLW. In the suit, the plaintiff,
representing a settlement class of purchasers of the Company's common stock
between March 2, 1988 and March 16, 1990, alleged violation of the antifraud
provisions of the federal securities laws by the Company and certain of its
former officers and directors. The settlement amount is $3 million consisting
of $1.5 million in cash and $1.5 million in stock warrants to purchase the
Company's common stock. An order giving final approval to the settlement was
entered by the court on December 7, 1994. The Company paid the $1.5 million cash
settlement in the fourth quarter of fiscal year 1995 and expects to issue
242,719 stock warrants with an appraised fair market value of $6.18 or a total
of $1.5 million in September 1995. The settlement amount has been provided for
and did not have a material adverse effect on the Company.
Item 2. Changes in the Rights of the Company's Security Holders
----------------------------------------------------------------
None.
Item 3. Defaults upon Senior Securities
----------------------------------------
Not Applicable.
<TABLE>
Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
The Registrant's annual meeting of stockholders was held on June 12, 1995, at
which two matters were submitted to a vote of security holders: the election of
Robert L. Gable and Peter A. Brooke as directors of the Registrant each for a
three-year term ending in 1998; and the approval of amendments to the Unitrode
1992 Employee Stock Option Plan to (i) increase the number of shares of Common
Stock available for issuance from 1,000,000 shares to 2,000,000 and (ii) limit
the number of stock options and SARs that may be granted to any employee during
any fiscal year to 100,000 in order to comply with new Section 162(m) of the
Internal Revenue Code. As of April 14, 1995, the record date for said
meeting, there were outstanding 11,856,700 shares of the Registrant's common
stock entitled to vote at the meeting. At such meeting, the holders of
11,151,732 shares were represented in person or by proxy, constituting a quorum.
At such meeting, the votes with respect to each of the matters proposed to the
stockholders were as follows:
<CAPTION>
For Withheld
--- --------
<S> <C> <C> <C>
(a) Election of Directors:
Mr. Gable 10,964,086 187,646
Mr. Brooke 10,963,586 188,146
<CAPTION>
For Against Abstain
--- ------- -------
(b) Approval and Ratification of
Amendment to 1992 Employee
Stock Option Plan: 8,270,590 1,296,355 147,189
</TABLE>
-12-
<PAGE> 13
Item 5. Other Information
--------------------------
None
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------
(a) Exhibits
--------
Exhibit 11 - Computation of Earnings per Share
(b) REPORTS ON FORM 8-K: No reports on Form 8-K were filed by the
Registrant during the second quarter of the fiscal year ended
January 31, 1996.
-13-
<PAGE> 14
Unitrode Corporation
July 29, 1995
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.
UNITRODE CORPORATION
September 11, 1995 /s/ Robert L. Gable
----------------------------- ---------------------------------------
Date Robert L. Gable
Chairman, President and Chief
Executive Officer
September 11, 1995 /s/ Cosmo S. Trapani
----------------------------- ---------------------------------------
Date Cosmo S. Trapani
Executive Vice President and Chief
Financial Officer
(Principal Financial and Accounting
Officer)
-14-
<PAGE> 1
<TABLE>
Exhibit 11
Unitrode Corporation
Computation of Primary and Fully Diluted Earnings per Share
<CAPTION>
Three months ended July 29, 1995 July 30, 1994
-----------------------------------------------------------------------------------
<S> <C> <C>
Net income $ 4,174,458 $ 1,214,037
=========== ===========
Primary earnings per share:
---------------------------
Weighted average of common shares outstanding 11,414,307 12,005,346
Equivalent shares arising from the assumed
exercise of stock options 400,364 365,132
----------- -----------
Weighted average of common and common
equivalent shares outstanding 11,814,671 12,370,478
=========== ===========
Net income $ .35 $ .10
=========== ===========
Fully diluted earnings per share:
---------------------------------
Weighted average of common and common
equivalent shares outstanding
(as determined for Primary earnings
per share above) 11,814,671 12,370,478
Incremental shares to reflect full
dilution 65,317(1) 88(1)
----------- -----------
Weighted average of common and common
equivalent shares outstanding, as
adjusted 11,879,988 12,370,566
=========== ===========
Net income $ .35 $ .10
=========== ===========
<FN>
(1) This calculation is submitted in accordance with Regulation S-K
item 601(b)(11) although not required by footnote 2 to paragraph
14 of APB Opinion No. 15 because it results in dilution of less
than 3%.
</TABLE>
<PAGE> 2
<TABLE>
Exhibit 11
Unitrode Corporation
Computation of Primary and Fully Diluted Earnings per Share
<CAPTION>
Six months ended July 29, 1995 July 30, 1994
-----------------------------------------------------------------------------------
<S> <C> <C>
Net income $ 7,973,292 $ 3,092,303
=========== ===========
Primary earnings per share:
---------------------------
Weighted average of common shares outstanding 11,552,078 12,226,253
Equivalent shares arising from the assumed
exercise of stock options 380,546 379,577
----------- -----------
Weighted average of common and common
equivalent shares outstanding 11,932,624 12,605,830
=========== ===========
Net income $ .67 $ .25
=========== ===========
Fully diluted earnings per share:
---------------------------------
Weighted average of common and common
equivalent shares outstanding
(as determined for Primary earnings
per share above) 11,932,624 12,605,830
Incremental shares to reflect full
dilution 53,375(1) 7,835(1)
----------- -----------
Weighted average of common and common
equivalent shares outstanding, as
adjusted 11,985,999 12,613,665
=========== ===========
Net income $ .67 $ .25
=========== ===========
<FN>
(1) This calculation is submitted in accordance with Regulation S-K
item 601(b)(11) although not required by footnote 2 to paragraph 14
of APB Opinion No. 15 because it results in dilution of less than 3%.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF UNITRODE CORPORATION FOR THE SECOND
QUARTER AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-END> JUL-29-1995
<EXCHANGE-RATE> 1
<CASH> 25,814,404
<SECURITIES> 0
<RECEIVABLES> 17,398,964
<ALLOWANCES> 286,984
<INVENTORY> 8,183,555
<CURRENT-ASSETS> 58,190,434
<PP&E> 70,806,560
<DEPRECIATION> 39,549,270
<TOTAL-ASSETS> 101,113,537
<CURRENT-LIABILITIES> 19,722,661
<BONDS> 0
<COMMON> 2,285,255
0
0
<OTHER-SE> 78,132,951
<TOTAL-LIABILITY-AND-EQUITY> 101,113,537
<SALES> 53,624,528
<TOTAL-REVENUES> 54,747,256
<CGS> 25,610,117
<TOTAL-COSTS> 25,610,117
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 10,200
<INTEREST-EXPENSE> 44,168
<INCOME-PRETAX> 12,593,292
<INCOME-TAX> 4,620,000
<INCOME-CONTINUING> 7,973,292
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,973,292
<EPS-PRIMARY> .67
<EPS-DILUTED> .67
</TABLE>
