DALLAS SEMICONDUCTOR CORP
10-Q, 1998-11-12
SEMICONDUCTORS & RELATED DEVICES
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<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934
              For the quarterly period ended September 27, 1998
                                             ------------------

                                       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   1-10464
                                       -------

                        DALLAS SEMICONDUCTOR CORPORATION
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


          DELAWARE                                            75-1935715
          --------                                            ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


              4401 SOUTH BELTWOOD PARKWAY, DALLAS, TEXAS 75244-3292
              -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (972) 371-4000
                                                           --------------

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
                                                   -------        -------

Number of shares outstanding of the registrant's Common Stock as of
  November 1, 1998:  28,210,493.
                     -----------



<PAGE>   2

                        DALLAS SEMICONDUCTOR CORPORATION

                               INDEX TO FORM 10-Q



PART I.  FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS                                           PAGE NO.

Condensed Consolidated Statements of Income (Unaudited)
  Three months and nine  months ended September 27, 1998               
  and September 28, 1997 .............................................       3
                                                                       
Condensed Consolidated Balance Sheets                                  
  September 27, 1998 (Unaudited) and December 28, 1997 ...............       4
                                                                       
Condensed Consolidated Statements of Cash Flows (Unaudited)            
  Nine months ended September 27, 1998 and September 28, 1997 ........       5
                                                                       
Notes to Condensed Consolidated Financial Statements .................       6
                                                                       
                                                                       
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION   
         AND RESULTS OF OPERATIONS....................................   7 - 9
                                                                       
                                                                       
                                                                       
PART II. OTHER INFORMATION                                             
                                                                       
ITEMS 1. THROUGH 4. ..................................................      10
                                                                       
ITEM 5.  OTHER INFORMATION ........................................... 10 - 12
                                                                       
ITEM 6. ..............................................................      12
                                                                       
                                                                       
SIGNATURE ............................................................      13
                                                                       
                                                                       
INDEX TO EXHIBIT 27.1 ................................................      14

                                       2

<PAGE>   3

PART I.     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS



                        DALLAS SEMICONDUCTOR CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                               (Unaudited)

                                                          Three months                  Nine months
                                                             ended                         ended
                                                   -------------------------     -------------------------
(In thousands, except                               Sept. 27,      Sept. 28,      Sept. 27,      Sept. 28,
  per share amounts)                                  1998           1997           1998           1997
- ----------------------------------------------     ----------     ----------     ----------     ----------

<S>                                                <C>            <C>            <C>            <C>       
Net sales                                          $   83,099     $   93,069     $  257,576     $  272,813

Operating costs and expenses:
 Cost of sales                                         39,433         44,710        122,269        134,104
 Research and development                              11,442         11,517         35,800         33,890
 Selling, general and administrative                   13,671         13,531         42,906         39,715
                                                   ----------     ----------     ----------     ----------

 Total costs and expenses                              64,546         69,758        200,975        207,709
                                                   ----------     ----------     ----------     ----------

Operating income                                       18,553         23,311         56,601         65,104
Interest income, net                                    1,129          1,287          3,563          3,326
                                                   ----------     ----------     ----------     ----------

Income before income taxes                             19,682         24,598         60,164         68,430
Provision for income taxes                              6,298          7,687         19,253         21,823
                                                   ----------     ----------     ----------     ----------

Net income                                         $   13,384     $   16,911     $   40,911     $   46,607
                                                   ==========     ==========     ==========     ==========


Net income per share, basic                        $     0.48     $     0.62     $     1.46     $     1.72
Net income per share, diluted                      $     0.45     $     0.57     $     1.37     $     1.59
                                                   ----------     ----------     ----------     ----------

Shares used to calculate 
 net income per share:
   Basic                                               27,998         27,325         27,930         27,113
   Diluted                                             29,756         29,659         29,868         29,300
                                                   ----------     ----------     ----------     ----------

Dividends declared per share                       $     0.04     $    0.035     $     0.12     $    0.105
                                                   ----------     ----------     ----------     ----------
</TABLE>


See accompanying notes.

                                       3

<PAGE>   4



                        DALLAS SEMICONDUCTOR CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                    Sept. 27,       Dec. 28,
(In thousands, except per share amounts)               1998           1997
- ----------------------------------------            ---------      ---------
                                                   (Unaudited)
<S>                                                 <C>            <C>      
Assets

Current assets:
 Cash and short-term investments                    $ 122,677      $ 114,608
 Accounts receivable, net                              48,133         62,337
 Inventories                                           69,810         59,131
 Deferred tax assets                                    9,473          9,689
 Other current assets                                   7,406          4,475
                                                    ---------      ---------

Total current assets                                  257,499        250,240

Property, plant and equipment, at cost:
 Land                                                   8,768          8,757
 Building and improvements                             70,014         52,067
 Machinery and equipment                              306,960        269,767
                                                    ---------      ---------
                                                      385,742        330,591
Less accumulated depreciation                        (194,547)      (168,836)
                                                    ---------      ---------
   Property, plant and equipment, net                 191,195        161,755

Other assets                                            5,531          5,147
                                                    ---------      ---------
                                                    $ 454,225      $ 417,142
                                                    =========      =========

Liabilities and Stockholders' Equity

Current liabilities:
 Accounts payable                                   $  20,950      $  29,711
 Accrued salaries and benefits                         11,019         19,979
 Accrued taxes other than income                        3,300          3,678
 Other accrued liabilities                             13,871         10,345
 Income taxes payable                                   6,116          2,372
                                                    ---------      ---------

 Total current liabilities                             55,256         66,085

Stockholders' equity:
 Preferred stock, $0.10 par value;
   5,000,000 shares authorized; no shares
   issued and outstanding                                  --             --
 Common stock, $0.02 par value; 40,000,000
   shares authorized; issued:
   28,121,165 shares at September 27, 1998, and
   27,639,784 shares at December 28, 1997                 562            553
 Additional paid-in capital                           116,506        106,161
 Retained earnings                                    283,519        245,961
 Treasury stock, shares at cost:
   91,525 shares at September 27, 1998
   and December 28, 1997                               (1,618)        (1,618)
                                                    ---------      ---------

 Total stockholders' equity                           398,969        351,057
                                                    ---------      ---------
                                                    $ 454,225      $ 417,142
                                                    =========      =========
</TABLE>


See accompanying notes.

                                       4

<PAGE>   5

                        DALLAS SEMICONDUCTOR CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                     (Unaudited)
                                                                Nine Months Ended
                                                             ------------------------
                                                             Sept. 27,      Sept. 28,
(In thousands)                                                 1998            1997
- --------------------------------------------------           ---------      ---------
<S>                                                          <C>            <C>      
Cash flows from operating activities:
Net income                                                   $  40,911      $  46,607
Adjustments to reconcile net income to net
 cash provided by operating activities
Depreciation                                                    32,457         26,104
Net change in working capital accounts                          (5,128)        (8,705)
                                                             ---------      ---------

Net cash provided by operating activities                       68,240         64,006
                                                             ---------      ---------

Cash flows from investing activities:
Additions to property, plant and equipment                     (62,147)       (28,189)
Proceeds from disposition of assets                                250             --
Increase in other assets                                          (384)          (236)
                                                             ---------      ---------

Net cash used in investing activities                          (62,281)       (28,425)
                                                             ---------      ---------
Cash flows from financing activities:
Proceeds from issuance of stock
 upon exercise of stock options                                  5,463          7,970
Dividends paid to shareholders                                  (3,353)        (2,851)
                                                             ---------      ---------

Net cash provided by financing activities                        2,110          5,119
                                                             ---------      ---------

Net change in cash and short-term investments                    8,069         40,700
Cash and short-term investments at
  beginning of period                                          114,608         70,274
                                                             ---------      ---------

Cash and short-term investments at end of period             $ 122,677      $ 110,974
                                                             =========      =========

Cash payments for income taxes                               $  10,401      $  22,087


Supplementary schedule of non-cash financing activities:
  Reduction of income tax payable and increase
  in paid-in capital resulting from the tax
  benefit of stock option exercises                          $   4,891      $   5,350

Disposition of assets                                        $     940      $     696
</TABLE>



See accompanying notes.

                                       5

<PAGE>   6

                        DALLAS SEMICONDUCTOR CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.  INTERIM ACCOUNTING POLICY

The accompanying condensed consolidated financial statements have not been
audited by independent auditors, except for the balance sheet as of December 28,
1997. In the opinion of the Company's management, the accompanying financial
statements reflect all adjustments (consisting only of normal recurring
accruals) necessary to present fairly the Company's financial position at
September 27, 1998 and December 28, 1997, and results of operations and cash
flows for the periods presented.

Certain footnote information has been condensed or omitted from these financial
statements. Therefore, these financial statements should be read in conjunction
with the financial statements and related notes included in the Company's Annual
Report on Form 10-K for the year ended December 28, 1997. Results of operations
for the three and nine month periods ended September 27, 1998 are not
necessarily indicative of results to be expected for the full year.

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS 131 establishes standards for
reporting information about operating segments in interim and annual financial
statements, however SFAS 131 need not be applied to interim financial statements
in the initial year of its application. SFAS 131 is effective for fiscal years
beginning after December 15, 1997. As the Company operates predominantly in one
industry segment, management believes its existing disclosures regarding
segments comply with the standards established by SFAS 131.

2.     INVENTORIES (In thousands)

<TABLE>
<CAPTION>
                                   Sept. 27,            Dec. 28,
                                     1998                1997
                                   ---------            --------
<S>                                <C>                  <C>     
Raw materials                      $   7,974            $  8,761
Work-in-process                       45,683              31,187
Finished goods                        16,153              19,183
                                   ---------            --------
                                   $  69,810            $ 59,131
                                   =========            ========
</TABLE>

Inventories are stated at the lower of standard cost, which approximates actual
cost (first-in, first-out), or market.

3.    INCOME TAXES

The provision for income taxes includes estimated federal and state income taxes
at statutory rates and a deferred tax benefit of $296,000 for the three month
period ended September 27, 1998 and a deferred tax expense of $216,000 for the
nine month period ended September 27, 1998. The Company's effective tax rate
increased to 32.0% in the third quarter and first nine months of 1998 from 31.3%
and 31.9%, respectively for the same periods in 1997. This increase was a result
of changes in anticipated differences between income for financial statement
purposes and taxable income for the periods.

                                       6

<PAGE>   7

                        DALLAS SEMICONDUCTOR CORPORATION


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Actual results could differ materially from those projected in the
forward-looking statements as a result of the factors set forth elsewhere in
this report. Although the Company believes that the expectations reflected in
such forward-looking statements are based on reasonable assumptions, there can
be no assurance that such expectations will be achieved.


RESULTS OF OPERATIONS
Net sales for the third quarter of 1998 were $83,099,000, a decrease of 11% over
the third quarter of 1997. The Company's revenue by product category is shown in
the table below.

<TABLE>
<CAPTION>
NET SALES
(In millions)
- -------------------------------------------------------------------------------------
                                                                             Change
Product Categories          Q397      Q497      Q198      Q298     Q398     Q398-Q397
- -------------------------------------------------------------------------------------
<S>                       <C>       <C>       <C>       <C>       <C>         <C>
Communications            $  20.7   $  21.9   $  20.5   $  21.1   $  23.1      12%
Timekeeping                  18.0      18.4      16.9      13.2      13.2     -27%
System Extension             16.2      16.2      13.2      14.8      12.7     -22%
Automatic Information        10.5      12.7      12.4      12.0      11.7      11%
Nonvolatile RAM              10.4      10.5       9.6      11.5       8.6     -17%
Others                        7.7       8.6       8.0       7.1       7.4      -4%
Microcontrollers              9.6       7.1       6.8       7.3       6.4     -33%
- -------------------------------------------------------------------------------------
Company Total             $  93.1   $  95.4   $  87.4   $  87.0   $  83.1     -11%
- -------------------------------------------------------------------------------------
</TABLE>

Gross margins increased for the first nine months of 1998 to 53% from 51% during
the same period in 1997. Gross margins increased in the third quarter of 1998 to
53% from 52% in the third quarter of 1997. The increase in gross margins for
both periods was caused primarily by increased efficiency in factory operations
and a sales-mix shift toward higher margin products.

Research and development ("R&D") expenses for the third quarter of 1998
decreased 1% from the third quarter of 1997. R&D expenses increased 6% for the
first nine months of 1998 over the same period in 1997, primarily a result of
increased personnel costs due to increased headcount. R&D expenses as a percent
of sales increased to 14% from 12% for the third quarter of 1998 and 1997,
respectively. R&D expenses as a percent of net sales increased to 14% for the
first nine months of 1998 from 12% during the same period in 1997 due to lower
sales volume and higher R&D expenditures.

Selling, general, and administrative ("SG&A") expenses increased 1% and 8% for
the third quarter of 1998 and the first nine months of 1998 over the same
periods in 1997, respectively. The increase in SG&A expenses resulted primarily
from increases in personnel costs due to increased headcount. SG&A expenses as a
percent of net sales was 17% for the three and nine month periods ended
September 27, 1998 as compared to 15% for the same periods ended September 28,
1997.

                                       7

<PAGE>   8

                        DALLAS SEMICONDUCTOR CORPORATION


RESULTS OF OPERATIONS (CONTINUED)

Operating income decreased 20% and 13% for the third quarter of 1998 and the
first nine months of 1998 over the same periods in 1997, respectively. The
decrease for both periods was due primarily to higher operating expenses and
lower sales volumes. Operating income as a percent of sales decreased to 22%
from 24% for the first nine months of 1998 and 1997, respectively.

Net interest income for the third quarter of 1998 decreased by $158,000 or 12%
over the third quarter of 1997. Net interest income increased by $237,000 or 7%
for the first nine months of 1998 over the same period in 1997. Changes in net
interest income are due primarily to changes in the average cash balances for
the three and nine month periods. Any substantial change in the Company's cash
and short-term investments and changes in interest rates will continue to
effect net interest income.

The provision for income taxes includes estimated federal and state income taxes
at statutory rates and a deferred tax benefit of $296,000 for the three period
ended September 27, 1998 and a deferred tax expense of $216,000 for the nine
month period ended September 27, 1998. The Company's effective tax rate
increased to 32.0% in the third quarter and first nine months of 1998 from 31.3%
and 31.9%, respectively for the same periods in 1997. This increase was a result
of changes in anticipated differences between income for financial statement
purposes and taxable income for the periods.

A number of uncertainties exist that may influence the Company's future
operating results, including general economic conditions, changes in conditions
affecting original equipment manufacturers, competition, alternative
technologies, the Company's success in developing new products and process
technologies, accelerated declines in the average selling price of the Company's
existing products, changes in customer order patterns, market acceptance of the
Company's new products, distributor and sales representative performance, the
ability of the Company to continue diversifying its product line, accelerated
growth of inventory leading to excess inventory and salability and/or
obsolescence write-downs, excess production capacity, manufacturing performance,
subcontractor performance, availability and price fluctuations of raw materials,
and other factors. Any of these uncertainties could cause a severe near-term
impact on the Company's order growth, net sales growth, or results of
operations.

                                       8

<PAGE>   9

                        DALLAS SEMICONDUCTOR CORPORATION


FINANCIAL CONDITION

Cash and short-term investments were $122.7 million at the end of the third
quarter of 1998, compared with $114.6 million at the end of fiscal year 1997.
The increase in cash and short-term investments was primarily the result of net
cash provided by operations during the first nine months of 1998 of $68.2
million being offset by investments in property, plant and equipment of $62.1
million. The Company continues to invest in financial instruments having
maturities in excess of one year in order to obtain yields higher than those
available in the short-term market.

Capital additions were $21 million in the third quarter of 1998, compared to $10
million for the same period of 1997. Capital expenditures for the third quarter
of 1998 related primarily to wafer fabrication and test equipment. Capital
expenditures for 1998 are estimated to total approximately $80 million and will
be used primarily for wafer fabrication, manufacturing and test equipment, and
computer hardware and software.

On September 14, 1998, all claims and causes of action in the respective
lawsuits instituted by the Company and Benchmarq Microelectronics, Inc.
(Benchmarq) against the other were settled. The settlement involved a cash
payment by Benchmarq and provision for a limited cross-license agreement between
the parties.

In 1994 the board of directors authorized the purchase from time-to-time,
depending on market conditions, of up to 500,000 shares of the Company's common
stock. As of September 27, 1998, a total of 215,900 shares, totaling $3,446,000
have been purchased pursuant to this stock repurchase program.

On September 1, 1998, a $0.04 dividend was paid on each outstanding share of
common stock, to shareholders of record on August 14, 1998. On October 20, 1998,
a $0.04 dividend was declared on each outstanding share of common stock, payable
on December 1, 1998, to shareholders of record on November 13, 1998.

The Company had no long-term debt at the end of the third quarter of 1998 or at
the end of fiscal year 1997.

                                       9

<PAGE>   10

                        DALLAS SEMICONDUCTOR CORPORATION


PART II. OTHER INFORMATION

ITEMS 1.- 4.

ITEM 5.  OTHER INFORMATION

    YEAR 2000 READINESS DISCLOSURE

    In response to the "Year 2000 Information and Readiness Disclosure Act"
    signed into law October 19, 1998 and the statement issued by the Securities
    and Exchange Commission regarding "Disclosure of Year 2000 Issues and
    Consequences by Public Companies, Investment Advisers, Investment Companies,
    and Municipal Security Holders" in August 1998, the Company is making the
    following Year 2000 Readiness Disclosure.

    The Company has undertaken an assessment of all mission critical systems,
    including information systems as well as production and manufacturing
    systems, which could be significantly affected by Year 2000 issues. The
    Company has initiated various Year 2000 remediation projects and expects to
    complete software reprogramming and replacement by December 31, 1998. These
    projects were initiated and will be completed by the Company's employees and
    will include the use of some software purchased from third parties. Some of
    this third party provided software will be modified by the Company to be
    compatible with its internal systems. The Company has already begun testing
    and implementing these remediation projects and anticipates substantial
    completion by March 31, 1999. Similarly, certain hardware, primarily used in
    production and manufacturing systems, is being replaced in a systematic
    manner. Replacement of this hardware was originally scheduled due to
    anticipated obsolescence and is expected to be substantially complete by
    June 30, 1999. As of September 27, 1998, the Company has incurred
    approximately $100,000 in Year 2000 remediation costs and expects
    approximately $100,000 in remaining costs to ensure functionality for Year
    2000 issues. The Company has not specifically set aside funds to cover the
    remaining Year 2000 costs, but has adequate resources to cover these needs
    as they arise.

    None of the Company's systems interface directly with its third party
    vendors. Also, the Company does not currently utilize electronic data
    interchange (EDI) with any date sensitivity. In addition, the Company is
    formally communicating by mailing letters to all of its significant third
    party vendors (both domestic and international), requesting certifications
    and test results to confirm their Year 2000 compliance. Where responses are
    not obtained by letter, the Company is in the process of or shall follow up
    to obtain this information in an effort to limit the extent to which the
    Company may be vulnerable to the failure of third parties to remediate their
    own Year 2000 issues. The Company also intends to mitigate this risk by
    ceasing to do business with such companies as soon as feasible after it
    becomes aware of any significant problems.

                                       10

<PAGE>   11

                        DALLAS SEMICONDUCTOR CORPORATION


    The Company has two principal product lines containing products that are
    date sensitive, Timekeeping and Microcontrollers.

    Timekeeping Products (Clocks) made by the Company fall into two categories:
         o         Clocks that are Year 2000 compatible
         o         Clocks that are Year 2000 compliant.

    Clocks that are Year 2000 compatible have a two-digit year counter. They
    will maintain the correct time, date of the month, day of the week, month
    and two-digit year with correct leap year compensation up to year 2099. The
    two-digit year counter does not provide the century information; therefore
    software intervention is required to determine if the century value is 19 or
    20.

    The following Clocks are Year 2000 compatible, requiring software
    intervention to calculate the century: DS1202, DS1215, DS1216, DS1243,
    DS1244, DS1248, DS1251, DS1283, DS1284, DS1285, DS1286, DS1287, DS12885,
    DS12887, DS12887A, DS12B887, DS1302, DS1305, DS1306, DS1307, DS1308, DS1315,
    DS1384, DS1385, DS1386, DS1387, DS1395, DS1397, DS14285, DS14287, DS1485,
    DS1486, DS1488, DS1495, DS1497, DS1543, DS1544, DS1546, DS1547, DS1615,
    DS1642, DS1643, DS1644, DS1646, DS1647, DS1670, and DS1673.

    The Clocks that are Year 2000 compliant have a four-digit year counter. The
    fully compliant clocks will maintain the correct time, date of the month,
    day of the week, month and four-digit year with correct leap year
    compensation up to year 2099.

    The following Clocks are fully Year 2000 compliant: DS12C887, DS1501,
    DS1511, DS1553, DS1554, DS1546, DS1557, DS1585, DS1587, DS1589, DS1685,
    DS1687, DS1688, DS1689, DS1691, DS1693, Ds17285, DS17287, DS1742, DS1743,
    DS1744, DS1746, DS1747, DS17485, DS17487, DS17885, and DS17887.

    Microcontroller Products use one of three real-time clock circuits and fall
    into one of two categories, compatible or compliant, as described above.

       DS 1215-based Soft Microcontroller Modules: DS5000T and DS2250T.
       The DS1215 is Year 2000 compatible, as it stores the year as a two-digit
       value. The two-digit year counter does not provide the century
       information; therefore software intervention is required to determine if
       the century value is 19 or 20.

       DS1283-based Soft Microcontroller Modules: DS2251T and DS22522T.
       The DS1283 is Year 2000 compatible, as it stores the year as a two-digit
       value. The two-digit year counter does not provide the century
       information; therefore software intervention is required to determine if
       the century value is 19 or 20.

       DS87C530 High Speed Microcontroller with Real Time Clock.
       The Clock in the DS87C530 incorporates a 16 bit day counter, rather than
       a traditional day/month/year calendar, for maximum flexibility. As a
       result, the device can be totally Year 2000 compatible via application
       software.

    The following are other Dallas Semiconductor products that are date
    sensitive:

       The DS2404, DS1994, and DS1427, members of the Company's Automatic
       Identification product category, contain simple binary counters and
       require software intervention to interpret this raw data to be Year 2000
       compliant.

                                       11

<PAGE>   12



                        DALLAS SEMICONDUCTOR CORPORATION


       The DS1629, a member of the Company's System Extension product category,
       incorporates a DS1307 real-time clock that has a two-digit year counter.
       The two-digit year counter does not provide the century information;
       therefore software intervention is required to determine if the century
       value is 19 or 20.

    All of the Company's products require the utilization of software programs
    for the products to be of use to the end user. The Company does not
    recommend or provide software for use in conjunction with any application
    for the products it manufactures, including software solutions to Year 2000
    issues. However, to the extent practicable, purchasers of our Year 2000
    compatible products (which require software intervention) have been put on
    notice, via data books and web page postings, of the need for such software
    intervention prior to purchasing such products and further have been made
    aware of available Year 2000 alternatives (compliant products not requiring
    software intervention) manufactured by the Company. Although the Company
    does not believe it has any liability related to Year 2000 compatible
    products (those which require software intervention), there is a risk of
    litigation associated with the manufacture and sale of these products.

    Management of the Company believes it has an effective program in place to
    resolve Year 2000 issues and expects all critical remediation projects will
    be completed on schedule. As a result of its focus on ensuring the
    remediation projects are on schedule, the Company has not developed a
    contingency plan to address alternative solutions in the event the Company
    is unable to successfully make its critical systems Year 2000 compliant.
    However, the Company continually evaluates its status towards completion to
    determine whether such a plan is necessary. At this point, the Company is on
    schedule and no contingency plan is deemed necessary. Additionally, the
    Company has no means of ensuring that third parties, including those based
    outside of the United States, will be Year 2000 compliant and the effect of
    non-compliance by third parties is not determinable. In a worst case
    scenario, these unknown third party variables could have an effect on the
    Company's ability to conduct business. This worst case scenario, however, is
    a risk of any company engaging in world-wide business into the next
    millennium. To date, the Company is not aware of any third party with a Year
    2000 issue that would materially impact the Company's results of operations,
    liquidity, or capital resources. In addition, the Company is not currently
    aware of any claims of breach of contract or warranty, potential product
    return issues or impairment of assets relating to Year 2000 noncompliance
    that would materially impact the Company's results of operations, liquidity,
    or capital resources.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a)    Exhibit 27.1 - Financial Data Schedule

  (b)    Reports on Form 8-K

            No Reports on Form 8-K were filed during the period for which this
            report is filed.

                                       12

<PAGE>   13

                        DALLAS SEMICONDUCTOR CORPORATION



                                    SIGNATURE




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.

DALLAS SEMICONDUCTOR CORPORATION


By:       /s/ Alan P. Hale
          ----------------
          Alan P. Hale
          Vice President, Finance

Date:     November 10, 1998
          -----------------

                                       13

<PAGE>   14

                               INDEX TO EXHIBITS

            Exhibit
            Number                  Exhibit
            ------                  -------

             27.1            Financial Data Schedule

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JAN-03-1999
<PERIOD-END>                               SEP-27-1998
<CASH>                                         122,677
<SECURITIES>                                         0
<RECEIVABLES>                                   48,133
<ALLOWANCES>                                         0
<INVENTORY>                                     69,810
<CURRENT-ASSETS>                               257,499
<PP&E>                                         385,742
<DEPRECIATION>                                 194,547
<TOTAL-ASSETS>                                 454,225
<CURRENT-LIABILITIES>                           55,256
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           562
<OTHER-SE>                                     398,969
<TOTAL-LIABILITY-AND-EQUITY>                   454,225
<SALES>                                         83,099
<TOTAL-REVENUES>                                83,099
<CGS>                                           39,433
<TOTAL-COSTS>                                   64,546
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 19,682
<INCOME-TAX>                                     6,298
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    13,384
<EPS-PRIMARY>                                      .48
<EPS-DILUTED>                                      .45
        

</TABLE>


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