<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 NOVEMBER 1, 1997
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 24,243,582 shares of common stock outstanding as of November 1, 1997.
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<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unitrode Corporation and Consolidated Subsidiaries
Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
November 1, 1997 January 31, 1997
Assets (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 61,169 $ 52,012
Accounts receivable, net of allowance
of $279 in November, 1997
and $383 in January, 1997 28,685 15,864
Notes receivable 703 905
Inventories:
Raw materials 712 1,282
Work in process 8,158 6,303
Finished goods 1,562 3,365
-------- --------
Total inventory 10,432 10,950
-------- --------
Deferred income taxes 5,259 3,322
Prepaid expenses and other
current assets 3,240 4,410
-------- --------
Total current assets 109,488 87,463
-------- --------
Property, plant and equipment, at cost 130,644 93,725
Less accumulated depreciation 59,921 52,037
-------- --------
Property, plant and equipment, net 70,723 41,688
-------- --------
Notes and other receivables, net
of discount 2,982 3,514
Deferred income taxes 372 1,191
Restricted cash and investments 1,152 812
Excess of cost over net assets acquired,
net of accumulated amortization of
$2,323 in November, 1997 and
$2,110 in January, 1997 1,767 1,980
Other investments and deferred charges 4,329 5,755
-------- --------
Total assets $190,813 $142,403
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE> 3
Unitrode Corporation and Consolidated Subsidiaries
Balance Sheets
(in thousands except per share data)
<TABLE>
<CAPTION>
November 1, 1997 January 31, 1997
Liabilities and Stockholders' Equity (Unaudited)
<S> <C> <C>
Current liabilities:
Accounts payable $ 10,887 $ 8,768
Income taxes payable 2,226 4,346
Accrued employee compensation and benefits 11,747 4,416
Accrued distributor liability 2,928 1,079
Other current liabilities 8,462 6,271
-------- --------
Total current liabilities 36,250 24,880
-------- --------
Deferred income taxes 1,113 1,151
Other long-term liabilities 1,087 819
-------- --------
Total liabilities 38,450 26,850
-------- --------
Stockholders' equity:
Common stock, $.01 par value at November, 1997
and $.20 par value at January, 1997;
Authorized - 60,000 shares
Issued - 24,244 in November, 1997 and
23,266 in January, 1997 242 2,327
Additional paid-in capital 43,699 28,102
Retained earnings 108,482 85,255
-------- --------
152,423 115,684
Less:
Deferred compensation 60 131
-------- --------
Total stockholders' equity 152,363 115,553
-------- --------
Total liabilities and
stockholders' equity $190,813 $142,403
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE> 4
Unitrode Corporation and Consolidated Subsidiaries
Statements of Operations
(Unaudited)
(in thousands except per share data)
<TABLE>
<CAPTION>
For the three months ended November 1, 1997 October 26, 1996
<S> <C> <C>
Net revenues $48,538 $ 32,075
Cost of revenues 22,818 15,230
------- --------
Gross profit 25,720 16,845
------- --------
Operating expenses:
Research and development 4,644 4,267
Selling, general and administrative 7,217 5,534
New fab pre-operating expenses 1,506 --
------- --------
Total operating expenses 13,367 9,801
------- --------
Income from operations 12,353 7,044
------- --------
Other income (expense):
Royalty income 715 832
Non-operating income (expense), net 107 (255)
Interest income, net 761 473
------- --------
Total other income 1,583 1,050
------- --------
Income before income tax provision 13,936 8,094
Income tax provision 5,086 3,109
------- --------
Net income $ 8,850 $ 4,985
======= ========
Earnings per common share:
Net income $ .35 $ .21
======= ========
Average common and common equivalent
shares outstanding 25,459 23,551
======= ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE> 5
Unitrode Corporation and Consolidated Subsidiaries
Statements of Operations
(Unaudited)
(in thousands except per share data)
<TABLE>
<CAPTION>
For the nine months ended November 1, 1997 October 26, 1996
<S> <C> <C>
Net revenues $ 137,556 $ 96,304
Cost of revenues 64,588 45,348
--------- --------
Gross profit 72,968 50,956
--------- --------
Operating expenses:
Research and development 13,375 12,747
Selling, general and administrative 21,807 17,170
New fab pre-operating expenses 4,651 --
--------- --------
Total operating expenses 39,833 29,917
--------- --------
Income from operations 33,135 21,039
--------- --------
Other income (expense):
Royalty income 2,365 2,087
Non-operating expense, net (190) (229)
Interest income, net 2,027 1,336
--------- --------
Total other income 4,202 3,194
--------- --------
Income before income tax provision 37,337 24,233
Income tax provision 13,783 9,279
--------- --------
Net income $ 23,554 $ 14,954
========= ========
Earnings per common share:
Net income $ .95 $ .63
========= ========
Average common and common equivalent
shares outstanding 24,920 23,645
========= ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE> 6
Unitrode Corporation and Consolidated Subsidiaries
Statements of Cash Flows
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
For the nine months ended November 1, 1997 October 26, 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $ 23,554 $ 14,954
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 8,401 8,403
Deferred compensation 71 102
Writedown of assets 1,105 504
Deferred income taxes (1,156) 352
Other, net 3 (168)
(Increase) decrease in assets:
Accounts receivable (12,821) 1,969
Inventories 518 (1,815)
Other current and long-term assets (250) 104
Increase (decrease) in liabilities:
Accounts payable 2,119 (1,986)
Income taxes payable 1,151 1,020
Accrued employee compensation and benefits 7,331 (3,680)
Accrued distributor liability 1,849 (106)
Other current and long-term liabilities 2,459 800
-------- --------
Total adjustments 10,780 5,499
-------- --------
Net cash provided by operating activities 34,334 20,453
-------- --------
Cash flows from investing activities:
Property, plant and equipment and deposits (35,568) (13,789)
Proceeds on sale of assets 95 262
Repayment of notes receivable 751 682
Restricted cash and investments (369) (1,710)
Maturities of short-term investments -- 4,345
Purchases of short-term investments -- (4,370)
-------- --------
Net cash used by investing activities (35,091) (14,580)
-------- --------
Cash flows from financing activities:
Proceeds from exercise of stock options and warrants 10,188 907
Purchase of common stock (274) (350)
-------- --------
Net cash provided by financing activities 9,914 557
-------- --------
Net increase in cash and cash equivalents 9,157 6,430
Cash and cash equivalents at beginning of period 52,012 36,228
-------- --------
Cash and cash equivalents at end of period $ 61,169 $ 42,658
======== ========
Supplemental information:
Interest paid $ 71 $ 67
Income taxes paid, net of tax refunds 13,821 7,904
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE> 7
Unitrode Corporation and Consolidated Subsidiaries
Notes to Consolidated Financial Statements
November 1, 1997
(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,
1997.
In the opinion of management, all adjustments considered necessary for a fair
presentation have been included. Operating results for the nine-month period
ended November 1, 1997 are not necessarily indicative of the results that may be
expected for the year ending January 31, 1998. Certain amounts for fiscal year
1997 have been reclassified to conform with presentation of similar amounts in
fiscal year 1998.
NOTE 2 - NEW ACCOUNTING STANDARDS
In February, 1997, the Financial Accounting Standards Board issued SFAS No. 128,
"Earnings per Share", which requires the presentation of basic and diluted
earnings per share. Basic earnings per share excludes dilutive securities such
as stock options and is computed by dividing net income by the weighted-average
number of common shares outstanding for the period. Diluted earnings per share
is computed similarly to the existing rules for fully diluted earnings per
share. The Company will adopt SFAS No. 128 as of January 31, 1998 and will
restate all prior period earnings per share data presented. Basic earnings per
share calculated under the provisions of SFAS No. 128 for the three months ended
November 1, 1997 and October 26, 1996 would have been $.37 and $.22,
respectively, and for the nine months ended November 1, 1997 and October 26,
1996 would have been $1.00 and $.65, respectively.
NOTE 3 - STOCK SPLIT
On September 29, 1997, the stockholders approved an increase in the authorized
common stock to 60,000,000 shares in order to permit, among other things, a
two-for-one stock split of the Company's common stock. The record date of the
stock split was October 6, 1997 with a distribution date of October 14, 1997.
All share and per share information (including share repurchases) in the
consolidated financial statements have been restated to reflect the stock split.
NOTE 4 - COMMITMENTS AND CONTINGENT LIABILITIES
Legal Proceedings
In June, 1997, Linear Technology Corporation ("LTC") filed a complaint in the
U.S. District Court for the Northern District of California (San Jose Division)
alleging that certain products of the Company and products of four other
defendants infringe an LTC patent. The complaint seeks damages and an injunction
against infringement of the patent. The Company has denied any infringement and
has filed a counterclaim seeking that the patent be declared invalid. The
Company believes that the resolution of this action will not have a materially
adverse effect on the Company's financial condition or results of operations.
-7-
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
Three Months Ended November 1, 1997 versus Three Months Ended October 26, 1996
Net sales for the quarter ended November 1, 1997 were $48.5 million compared
with $32.1 million in the previous year's third quarter, an increase of $16.5
million or 51%. This sales increase was due primarily to a higher level of
demand for the Company's power management and interface products. Approximately
67% of sales in the third quarter were international compared with 74% in the
prior year.
Sales in the Company's third quarter were approximately level with those of the
second quarter primarily due to manufacturing constraint, particularly in the
capacity to fabricate BiCMOS wafers. GMT Microelectronics Corp. ("GMT"), an
outside foundry, is the Company's source of BiCMOS wafers which supported about
50% of the third quarter's revenues. This dependence is expected to continue
until either the Company's new 6" BiCMOS wafer fabrication facility becomes
operational, expected to occur in the first half of the next fiscal year, or
until the qualification of a second foundry source is completed.
Near the end of the third quarter and continuing to date, several of the
Company's customers in the disk drive market announced production cutbacks,
severe price cutting, or excess inventories on hand or in distribution channels.
Weakness in this market will affect the Company's short-term bookings and has
affected the schedule of existing backlog.
Gross profit as a percentage of net sales was 53.0% in the third quarter of
fiscal year 1998 compared to 52.5% in the same quarter of the prior year. Lower
unit costs resulting from greater capacity utilization at the Company's wafer
fabrication facilities were substantially offset by increased sales of new
products having fixed unit costs manufactured by an outside foundry. Gross
profit percentage in future quarters will be impacted if sales decline, or
process mix or wafer fabrication source requirements change.
Research and development expenses were approximately 10% of net sales, or $4.6
million, compared with 13%, or $4.3 million, in the prior year. The percentage
decrease for research and development expenses was principally due to the
increased sales volume. Selling, general and administrative expenses were 15% of
net sales, or $7.2 million, compared with 17%, or $5.5 million, in the previous
year's third quarter. The increase of $1.7 million was primarily due to
incentive compensation accruals and sales commissions.
The Company estimates spending approximately $6.0 to $7.5 million in
pre-operating expenses associated with the new 6" BiCMOS wafer fabrication
facility in Merrimack, New Hampshire. Pre-operating costs, which are incurred
prior to the commencement of production, relate primarily to the recruitment and
training of personnel as well as the qualification of equipment and
manufacturing processes to meet design, test, and reliability specifications for
production. In fiscal year 1998, the Company incurred $1.5 million in
pre-operating expenses in the third quarter and $4.7 million year-to-date. The
balance of these expenses are expected to be incurred during the remaining
pre-operating period.
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<PAGE> 9
RESULTS OF OPERATIONS (CONTINUED)
The consolidated effective tax rate for the quarter ended November 1, 1997 was
36.5% compared with 38.4% for the quarter ended October 26, 1996. This decrease
was due primarily to a reduction in the Company's state income tax rate and the
tax rate applicable to the Company's foreign operations.
Net income increased 78% from $5.0 million, or $.21 per share, in the third
quarter of fiscal year 1997 compared to $8.9 million, or $.35 per share, in the
third quarter of fiscal year 1998. The per share amounts are based on the
average common and common equivalent shares outstanding which were adjusted for
a two-for-one stock split that was effective October 6, 1997.
Nine Months Ended November 1, 1997 versus Nine Months Ended October 26, 1996
Net sales for the nine months ended November 1, 1997 were $137.6 million
compared with $96.3 million in the previous year's nine-month period, an
increase of $41.3 million or 43%. This sales increase was due primarily to a
higher level of demand for the Company's power management and interface
products. International sales accounted for approximately 66% of total sales for
the nine months ended November 1, 1997 compared to 68% for the nine months ended
October 26, 1996.
Gross profit as a percentage of net sales was 53.0% for the first nine months of
fiscal year 1998 compared with 52.9% for the same period in the prior year.
Lower unit costs resulting from greater capacity utilization at the Company's
wafer fabrication facilities were substantially offset by increased sales of new
products having fixed unit costs manufactured by an outside foundry.
Research and development expenses were approximately 10% of net sales, or $13.4
million, compared with 13%, or $12.7 million, in the prior year. The percentage
decrease for research and development expenses was principally due to the
increased sales volume. Selling, general and administrative expenses were
approximately 16% of net sales, or $21.8 million, compared with 18%, or $17.2
million, in the previous year. This increase of $4.6 million was due primarily
to incentive compensation accruals and sales commissions.
During the first nine months of fiscal year 1998, the Company incurred $4.7
million in pre-operating expenses associated with the new 6" BiCMOS wafer
fabrication facility in Merrimack, New Hampshire.
Interest income increased by $691,000 primarily due to the increase in the
Company's cash and cash equivalents.
The consolidated effective tax rate for the nine months ended November 1, 1997
was 36.9% compared with 38.3% for the nine months ended October 26, 1996. This
decrease was due primarily to a reduction in the Company's state income tax rate
and the tax rate applicable to the Company's foreign operations.
Net income increased 58% from $15.0 million, or $.63 per share, in the nine
months ended October 26, 1996 compared to $23.6 million, or $.95 per share, in
the nine months ended November 1, 1997.
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<PAGE> 10
FINANCIAL CONDITION
Cash and short-term investments at November 1, 1997 increased by $9.2 million to
$61.2 million since the beginning of fiscal year 1998. The principal sources of
cash were $34.3 million from operating activities and $10.2 million in proceeds
from exercises of warrants and employee stock options, offset by $35.6 million
in capital expenditures.
In fiscal year 1998, the Company expects to spend a total of approximately $43
million in capital expenditures consisting of $26 million for the new wafer
fabrication facility and $17 million to support ongoing operations, primarily
for increased testing capacity. It is anticipated that the Company's operating
cash needs for fiscal year 1998, including planned capital expenditures, will be
met by internally generated funds and available cash.
On November 21, 1995, the Company issued 247,883 warrants to purchase the
Company's common stock as part of the final settlement of a class action
lawsuit. Each warrant entitled the holder to purchase one share of the Company's
common stock at $28.467 per share. These warrants expired on August 21, 1997.
Upon expiration, the Company received $6.2 million in proceeds from the exercise
of 219,034 warrants.
The ratio of current assets to current liabilities was 3.02:1 at November 1,
1997 compared with 3.52:1 at January 31, 1997. Working capital of $73.2 million
at November 1, 1997 increased by $10.7 million from January 31, 1997. Accounts
receivable at November 1, 1997 increased by $12.8 million from January 31, 1997
primarily due to the higher level of sales. Receivable day sales outstanding
were 51 days at November 1, 1997 compared to 44 days at January 31, 1997 and 49
days at October 26, 1996. Accounts payable and other current liabilities at
November 1, 1997 increased by a total of $4.3 million from January 31, 1997,
primarily due to obligations for capital assets and pre-operating costs related
to the new 6" wafer fab. Accrued distributor liabilities increased by $1.8
million since January 31, 1997, primarily due to increased inventory at
distributors, as well as an increase in the incentive programs for these
distributors. Accrued employee compensation and benefits have increased by $7.3
million since year-end primarily due to incentive compensation accruals.
On November 17, 1997, the Board of Directors of the Company authorized the
repurchase of up to 1,000,000 shares of its common stock. It is anticipated that
the Company will repurchase the shares from time to time in the open market.
NEW ACCOUNTING STANDARDS
See Note 2 in the Company's consolidated financial statements for a discussion
of recently issued accounting standards.
FACTORS AFFECTING FUTURE RESULTS
The Company's future operating results are difficult to predict and may be
affected by a number of factors including the timely ability to develop and
market new products, competitive pricing pressures, fluctuations in
manufacturing yields, adequate availability of wafers and manufacturing and
testing capacity, changes in product mix and economic conditions in the United
States and international markets.
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<PAGE> 11
FACTORS AFFECTING FUTURE RESULTS (CONTINUED)
Two customers, Western Digital Corporation and IBM Corporation, represented
approximately 21% and 13%, respectively, of sales in the third quarter of fiscal
year 1998 compared with 34% and 6% of sales in the third quarter of fiscal year
1997. For the nine months ended November 1, 1997, Western Digital Corporation
and IBM Corporation, represented approximately 23% and 11%, respectively,
compared to 30% and 9% in the nine month period of the prior year. The loss or a
substantial reduction in sales from either of these customers would have a
material adverse effect upon the Company's business.
The semiconductor market historically has been cyclical and subject to
significant economic fluctuations at various times. As a result, orders and
backlog may fluctuate widely from time to time. Because of this and other
factors, there can be no assurance that the Company will not experience material
fluctuations in future operating results on a quarterly or annual basis as a
result of its inability to adjust its manufacturing capacity or its cost
structure to increased or reduced customer demand.
GMT is the Company's predominant source for wafers requiring BiCMOS processing
accounting for approximately 44% of wafers produced in the first nine months of
fiscal year 1998 compared to 18% of wafers in fiscal year 1997. Currently, GMT
is operating near capacity and the Company is in the process of qualifying
another foundry. There can be no assurance that third-party foundries will be
able to meet the Company's future production requirements.
Construction of the Company's new 6" BiCMOS wafer fabrication facility has been
completed. Qualification of equipment and manufacturing processes has begun and
is expected to be completed at some time in the first half of the next fiscal
year. There can be no assurance that the new facility will become operational on
time or that the added capacity will match demand for its products. Delays in
equipment installation or the qualification of manufacturing processes to make
the wafer fabrication facility operational could significantly increase
pre-operating costs. In addition, any constraints in manufacturing and testing
capacity could adversely affect the business of the Company's customers and
cause them to seek alternative sources for the products currently obtained from
the Company. Once operational, the Company's additional capacity will also
result in a significant increase in operating expenses, such as depreciation,
and if revenues do not increase to offset these additional expenses, the
Company's future operating results could be adversely affected. Meanwhile, other
semiconductor manufacturers are also expanding or planning to expand their
production capacity over the next several years. There can be no assurance that
the expansion by the Company and its competitors will not lead to overcapacity
in the industry, which could lead to price erosion that could adversely affect
the Company's operating results.
FORWARD-LOOKING INFORMATION
The Private Securities Litigation Reform Act of 1995 ("the Act") provides a new
"safe harbor" for forward-looking statements so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those discussed in the statement. The Company desires to
take advantage of the new "safe harbor" provisions of the Act. Certain
information contained herein, particularly the information appearing under the
headings "Results of Operations," "Financial Condition," and "Factors Affecting
Future Results" is forward-looking.
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<PAGE> 12
FORWARD-LOOKING INFORMATION (CONTINUED)
Information regarding certain important factors that could cause actual results
of operations or outcomes of other events to differ materially from any such
forward-looking statement appears together with such statement, and/or elsewhere
herein. This information should be read in conjunction with the Company's annual
report on Form 10-K for the year ended January 31, 1997.
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<PAGE> 13
PART II. OTHER INFORMATION
Unitrode Corporation and Consolidated Subsidiaries
November 1, 1997
Item 1. Legal Proceedings
Not Applicable.
Item 2. Changes in the Rights of the Company's Security Holders
None.
Item 3. Defaults upon Senior Securities
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
The Registrant held a special meeting of stockholders on September 29, 1997, at
which two matters were submitted to a vote of security holders:
(1) A proposal to amend the charter of the Registrant to increase
the total number of shares that the Registrant has authority
to issue from 31,000,000 share to 61,000,000 shares and the
number of authorized shares of Common Stock, $.20 par value
per share ("Common Stock"), from 30,000,000 shares to
60,000,000 shares in order to permit, among other things, a
two-for-one stock split in the form of a dividend of one
additional share of Common Stock for each outstanding share of
Common Stock; and
(2) A proposal to decrease the par value of the Common Stock from
$.20 per share to $.01 per share and of the Preferred Stock
from $1.00 per share to $.01 per share.
As of August 25, 1997, the record date for said meeting, there were outstanding
12,038,424 shares of the Registrant's Common Stock entitled to vote at the
meeting. At the meeting, the holders of 11,097,753 shares were represented in
person or by proxy, constituting a quorum. At the meeting, the vote with respect
to the matters proposed to the stockholders was as follows:
Increase in authorized shares:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
10,886,878 193,200 17,675
</TABLE>
Decrease in par value:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
10,926,260 26,543 25,271
</TABLE>
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<PAGE> 14
PART II. OTHER INFORMATION
Unitrode Corporation and Consolidated Subsidiaries
November 1, 1997
Item 5. Other Information
On October 14, 1997, a two-for-one stock split in the form of a dividend of one
additional share of Common Stock for each outstanding share of Common Stock was
issued to stockholders of record as of the close of business on October 6, 1997.
On November 10, 1997, the Registrant announced that effective November 11, 1997,
Robert J. Richardson had been named President and Chief Executive Officer and a
director of the Registrant, succeeding Robert L. Gable, who would continue as
Chairman of the Board of Directors of the Registrant, and also succeeding Edward
H. Browder, who resigned as President and a director.
On November 17, 1997, the Registrant announced that its Board of Directors had
authorized the repurchase of up to one million shares of its Common Stock on the
open market, with the timing and number of shares to be repurchased dependent
upon the availability of shares at acceptable prices.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 11 - Computation of Primary and Fully Diluted Earnings
per Share
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K: No reports on Form 8-K were filed by the
Registrant during the third quarter of the fiscal year ended
January 31, 1998. On November 18, 1997, the Registrant filed a
report on Form 8-K reporting the appointment of Robert J.
Richardson and the authorization to repurchase the Common
Stock of the Registrant, both as described in more detail in
Item 5, above.
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<PAGE> 15
Unitrode Corporation and Consolidated Subsidiaries
November 1, 1997
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
December 15, 1997 /s/ Robert J. Richardson
- ----------------------------- ----------------------------------------
Date Robert J. Richardson
President and Chief Executive Officer
December 15, 1997 /s/ Cosmo S. Trapani
- ----------------------------- ----------------------------------------
Date Cosmo S. Trapani
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
-15-
<PAGE> 1
Exhibit 11
Unitrode Corporation and Consolidated Subsidiaries
Computation of Primary and Fully Diluted Earnings per Share
(in thousands except per share data)
<TABLE>
<CAPTION>
Three months ended November 1, 1997 October 26, 1996
<S> <C> <C>
Net income $ 8,850 $ 4,985
======= =======
Primary earnings per share:
Weighted average of common shares outstanding 24,053 23,094
Equivalent shares arising from the assumed
exercise of stock options 1,406 457
------- -------
Weighted average of common and common
equivalent shares outstanding 25,459 23,551
======= =======
Net income $ .35 $ .21
======= =======
Fully diluted earnings per share:
Weighted average of common and common
equivalent shares outstanding
(as determined for Primary earnings
per share above) 25,459 23,551
Incremental shares to reflect full
dilution 1(1) 99(1)
------- -------
Weighted average of common and common
equivalent shares outstanding, as
adjusted 25,460 23,650
======= =======
Net income $ .35 $ .21
======= =======
</TABLE>
(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%.
<PAGE> 2
Exhibit 11
Unitrode Corporation and Consolidated Subsidiaries
Computation of Primary and Fully Diluted Earnings per Share
(in thousands except per share data)
<TABLE>
<CAPTION>
Nine months ended November 1, 1997 October 26, 1996
<S> <C> <C>
Net income $23,554 $14,954
======= =======
Primary earnings per share:
Weighted average of common shares outstanding 23,645 23,024
Equivalent shares arising from the assumed
exercise of stock options 1,275 621
------- -------
Weighted average of common and common
equivalent shares outstanding 24,920 23,645
======= =======
Net income $ .95 $ .63
======= =======
Fully diluted earnings per share:
Weighted average of common and common
equivalent shares outstanding
(as determined for Primary earnings
per share above) 24,920 23,645
Incremental shares to reflect full
dilution 117(1) 34(1)
------- -------
Weighted average of common and common
equivalent shares outstanding, as
adjusted 25,037 23,679
======= =======
Net income $ .94 $ .63
======= =======
</TABLE>
(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> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-01-1997
<PERIOD-END> NOV-01-1997
<EXCHANGE-RATE> 1
<CASH> 61,169
<SECURITIES> 0
<RECEIVABLES> 28,964
<ALLOWANCES> 279
<INVENTORY> 10,432
<CURRENT-ASSETS> 109,488
<PP&E> 130,644
<DEPRECIATION> 59,921
<TOTAL-ASSETS> 190,813
<CURRENT-LIABILITIES> 36,250
<BONDS> 0
0
0
<COMMON> 242
<OTHER-SE> 152,121
<TOTAL-LIABILITY-AND-EQUITY> 190,813
<SALES> 137,556
<TOTAL-REVENUES> 137,556
<CGS> 64,588
<TOTAL-COSTS> 64,588
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 37,337
<INCOME-TAX> 13,783
<INCOME-CONTINUING> 23,554
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,554
<EPS-PRIMARY> .95
<EPS-DILUTED> .94
</TABLE>
