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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For quarterly period ended September 30, 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 0-15012
CHIPS AND TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0047943
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
2950 Zanker Road, San Jose, California 95134
(Address of principal executive offices)(Zip code)
Registrant's telephone number, including area code: (408)434-0600
Former name, former address and former fiscal year if changed since
last report.
Indicate by check 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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
At September 30, 1995, the registrant had 20,279,928 shares of common
stock outstanding.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C> <C>
Item 1. Unaudited Condensed Consolidated Financial Statements 3
Notes to Unaudited Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings Not applicable
Item 2. Changes in Securities Not applicable
Item 3. Defaults upon Senior Securities Not applicable
Item 4. Submission of Matters to a Vote of Security Holders Not applicable
Item 5. Other Information Not applicable
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHIPS AND TECHNOLOGIES, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(In thousands except share amounts) SEPTEMBER 30, 1995 JUNE 30, 1995
------------------ -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 27,789 $ 22,385
Short-term investments 26,483 23,644
Accounts receivable, net of allowance for
doubtful accounts of $1,107 and $1,032, respectively 11,194 14,696
Inventory 9,201 11,667
Prepaid and other assets 2,445 2,549
-------- --------
Total current assets 77,112 74,941
Property and equipment, net 10,849 10,550
Other assets 312 276
-------- --------
$ 88,273 $ 85,767
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,602 $ 8,072
Current portion of capital lease obligations 919 689
Other accrued liabilities 9,770 9,585
-------- --------
Total current liabilities 16,291 18,346
Long-term capital lease obligations, less current portion 1,121 849
Notes payable 856 876
-------- --------
Total liabilities 18,268 20,071
-------- --------
Stockholders' equity:
Preferred stock; $.01 par value; 5,000,000 shares
authorized and no shares outstanding -- --
Common stock; $.01 par value; 100,000,000 shares
authorized, 20,280,000 and 19,744,000 shares issued
and outstanding 203 197
Capital in excess of par value 76,141 73,016
Notes receivable from officer (108) (107)
Unrealized gain on investments 13,018 16,267
Retained deficit (19,249) (23,677)
-------- --------
Total stockholders' equity 70,005 65,696
-------- --------
$ 88,273 $ 85,767
======== ========
</TABLE>
See notes to Unaudited Condensed Consolidated Financial Statements.
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CHIPS AND TECHNOLOGIES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
(In thousands except per share amounts) 1995 1994
-------- --------
<S> <C> <C>
Net sales $ 37,219 $ 20,373
Cost of sales 22,858 12,735
-------- --------
Gross margin 14,361 7,638
-------- --------
Operating expenses
Research and development 4,905 3,008
Selling, general and administrative 4,904 3,802
Restructuring costs (recovery) -- (372)
-------- --------
Total operating expenses 9,809 6,438
-------- --------
Income from operations 4,552 1,200
Interest income and other, net 368 110
-------- --------
Income before taxes 4,920 1,310
Provision for income taxes (492) (54)
-------- --------
Net Income $ 4,428 $ 1,256
======== ========
Net income per share $ 0.20 $ 0.07
======== ========
Shares used in per share calculation 22,168 17,020
======== ========
</TABLE>
See notes to Unaudited Condensed Consolidated Financial Statements.
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CHIPS AND TECHNOLOGIES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
(In thousands) 1995 1994
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 4,428 $ 1,256
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization 698 645
Provision for doubtful accounts 75 75
Provision for losses on inventory 977 206
Changes in operating assets and liabilities:
Accounts receivable 3,426 (1,941)
Inventory 1,489 (2,771)
Accounts payable (2,470) 2,656
Other assets and liabilities 253 489
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 8,876 615
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (997) (1,146)
Purchase of short-term investments (6,088) --
Proceeds from sale of fixed assets -- 163
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (7,085) (983)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Additions to capital lease obligations, net of principal payment 502 917
Repayment of note payable principal (20) (19)
Proceeds from issuance of common stock 3,131 121
Issuance of officer's loan -- (100)
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,613 919
-------- --------
Net increase in cash and cash equivalents 5,404 551
Cash and cash equivalents at beginning of period 22,385 17,372
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 27,789 $ 17,923
======== ========
Supplemental cash flow information:
Cash paid during the period for:
Interest $ 55 $ 82
Income taxes 22 145
Additions under capital lease obligations 778 1,229
</TABLE>
See notes to Unaudited Condensed Consolidated Financial Statements.
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The unaudited Condensed Consolidated Financial Statements have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, the financial statements reflect all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the financial position, operating results and cash flows for
those periods presented. These condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto for the year ended June 30, 1995, included in the Company's 1995
Annual Report on Form 10-K.
The results of operations for interim periods are not necessarily indicative of
the results that may be expected for the entire year.
NOTE 2. SHORT-TERM INVESTMENTS
The Company classified all investments on September 30, 1995 as
available-for-sale. The fair market value and the amortized cost of the
securities at September 30, 1995 are presented in the table below. The
investments are adjusted to fair market value as of the balance sheet date and
any unrealized gains were recorded as a separate component of stockholders'
equity. During the quarter ended September 30, 1995, the net unrealized gain
from short-term investments decreased by $3,249,000, due primarily to a decline
in the fair market value of NexGen Common Stock.
<TABLE>
<CAPTION>
Unrealized Unrealized Fair
(In thousands) Amortized Holding Holding Market
Cost Gain Losses Value
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NexGen Common Stock $ -- $12,969 $ -- $12,969
U.S. Government and Corporation
Obligations 13,465 49 -- 13,514
- ----------------------------------------------------------------------------------------------------------
Total $13,465 $13,018 $ -- $26,483
==========================================================================================================
</TABLE>
NOTE 3. INVENTORY
Inventory consists of the following:
<TABLE>
<CAPTION>
(In thousands) September 30, 1995 June 30, 1995
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<S> <C> <C>
Work-in-process 3,621 5,471
Finished goods 5,580 6,196
----- ------
9,201 11,667
===== ======
</TABLE>
NOTE 4. INCOME TAXES
The Company provides for income taxes during interim reporting periods based
upon an estimate of the annual effective tax rate of approximately 10%. The
Company is utilizing its net operating loss carryforwards to offset a
significant portion of the Company's estimated income tax liability. The
estimated tax rate reflects alternative minimum taxes and other state tax
obligations.
NOTE 5. NET INCOME PER SHARE
Net income per share is based on the weighted average common shares outstanding
and dilutive common equivalent shares (using the treasury stock method). Common
equivalent shares include stock options and warrants.
NOTE 6. SUBSEQUENT EVENT
On October 13, 1995, the Company filed a Registration Statement on Form S-3
with respect to the proposed issuance of 3.0 million shares of common
stock and the sale of 350,000 shares by a selling stockholder (plus up to
an additional 502,500 shares subject to an over-allotment
option). The Company expects the proceeds from the offering to be used
primarily to secure additional foundry capacity. There can be no assurance
that the Company will complete the offering.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
OVERVIEW
Net sales for the first quarter of fiscal 1996 increased 10% from the prior
quarter and 83% from the first quarter of fiscal 1995. Gross Margin for the
first quarter of fiscal 1996 improved slightly compared to the prior quarter
and the same quarter a year ago. Revenues from portable graphics accelerators
continue to represent a substantial majority of the Company's net sales.
Operating expenses in the first quarter of fiscal 1996 have increased in
absolute dollar amounts compared to the same quarter a year ago, largely due to
higher sales commissions from higher net sales and increased research and
development spending.
NET SALES
Net sales for the first quarter of fiscal 1996 were $37.2 million, an
increase of $16.8 million from $20.4 million reported for the same quarter in
fiscal 1995. The increase in net sales was mainly due to significant
increases in unit shipments of portable computer graphics accelerators.
Revenue from portable graphics products comprised 80% of the Company's net
sales in the first quarter of fiscal 1996 compared to 52% of net sales in the
same quarter of fiscal 1995.
GROSS MARGIN
The gross margin percentage was 38.6% in the first quarter of fiscal 1996,
compared to 37.5% for the same quarter of fiscal 1995. The improvement in gross
margin percentage was primarily due to increased absorption of manufacturing
costs from higher sales.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses were $4.9 million in the first quarter of
fiscal 1996, an increase of $1.9 million from the first quarter of fiscal 1995.
Research and development expenses as a percentage of net revenues were 13% in
the first quarter of fiscal 1996 as compared to 15% in the first quarter of
fiscal 1995. The increase in absolute dollars was mainly due to substantial
increases in hiring and product prototyping and outside service costs. Although
expenses increased in absolute dollars, research and development expenses as a
percentage of sales declined as sales increased faster than spending.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $4.9 million in the first
quarter of fiscal 1996, an increase of $1.1 million from the first quarter of
fiscal 1995. Selling, general and administrative expenses as a percentage of net
sales were 13% in the first quarter of fiscal 1996 as compared to 19% in the
first quarter of fiscal 1995. The increase in absolute dollars was primarily due
to higher commissions paid to sales representatives as the result of higher
sales.
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INCOME TAXES
The Company provides for income taxes during interim reporting periods based
upon an estimate of the annual effective tax rate of approximately 10%. The
Company is utilizing its net operating loss carryforwards to offset a
significant portion of the Company's estimated income tax liability. The
estimated tax rate reflects alternative minimum taxes
and other state tax obligations.
LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents and short-term investments were $54.3 million on
September 30, 1995 an increase of $8.2 million over June 30, 1995. This
increase was primarily attributable to cash generated from operating
activities. Short term investments as of September 30, 1995 include $13.0
million attributable to NexGen common stock [(see the Company's Annual Report
on Form 10-K for the year ended June 30, 1995, Note 1 -- Cash Equivalents and
Short-term Investments)]. The NexGen stock is valued at fair market value as of
September 30, 1995; however, the market price of such stock is subject to
fluctuation and the Company is subject to a lockup agreement restricting the
sale of the stock prior to November 22, 1995. As a result, there can be no
assurance that the Company will be able to sell such stock at the value
presently reflected in the financial statements.
The Company is currently negotiating agreements with two foundries to secure
additional wafer fabrication capacity and expects that such agreements, if
concluded, will require the Company to make advances, deposits or loans in an
aggregate amount of approximately $63 million, including up to $40 million
during the next twelve months. The Company is also considering transactions with
other semiconductor manufacturers. Such transactions may include equity
investments, advances, deposits, loans, and participations in joint ventures by
the Company, any of which could require additional capital commitments. See
"Subsequent Event -- Proposed Public Offering." The Company may consider
investments in, or the acquisition of, complementary businesses, products or
technologies. Currently, however, the Company has no present understandings,
commitments or agreements with respect to any material investment or
acquisition.
The Company's other capital requirements consist primarily of financing working
capital items and funding operational activities. The Company has commitments
from three banking institutions for a combined total of $21 million in unsecured
lines of credit. The lines of credit will expire at various times from August
1996 through August 1997. There was no borrowing against lines of credit
as of September 30, 1995. The Company's line of credit commitments
contain certain covenants related to financial performance and condition, and
the ability to borrow under such lines is subject to compliance with such
covenants. The Company believes that the net proceeds from the proposed offering
of the Company's common stock, described under the "Subsequent Event -- Proposed
Public Offering" below, existing cash balances, its bank lines of credit and
funds generated from operations will be sufficient to meet the Company's capital
and operating requirements for at least the next twelve months.
SUBSEQUENT EVENT -- PROPOSED PUBLIC OFFERING
Immediately following the filing of this Report on Form 10-Q, the Company is
filing a Registration Statement on Form S-3 with respect to the proposed
issuance of 3,000,000 shares of common stock (plus up to an additional 502,500
shares subject to an over-allotment option). An additional 350,000 shares are
being registered for sale by a selling stockholder. The Company expects the
proceeds from the offering to be used primarily to secure additional foundry
capacity. There can be no assurance that the Company will complete the
offering. See Notes to Unaudited Condensed Consolidated Financial Statements --
Note 6 - Subsequent Event.
FACTORS AFFECTING FUTURE OPERATING RESULTS
The Company's quarterly and annual operating results have been and will
continue to be affected by a wide variety of factors that could have a material
adverse effect on revenues and profitability during any particular period,
including the level of orders that are received and can be shipped in a quarter,
the rescheduling or cancellation of orders by its customers, gain or loss of any
strategic relationships or customers, availability and cost of foundry capacity
and raw materials, the Company's ability to predict product demand and manage
its inventory levels, fluctuations in manufacturing yields, the timing of
qualification of new foundries or foundry production lines, new product
introductions by the Company's competitors, the Company's ability and timing in
introducing new products and technologies, market acceptance of products of both
the Company and its customers, supply constraints and price or other
fluctuations for other components incorporated into its customers' products,
such as portable display screens and memory devices, competitive pressures on
selling prices, changes in product or customer mix, and the level of
expenditures for research and development and for selling, general and
administrative functions.
The Company does not own or operate a wafer fabrication facility, and
all of its semiconductor device requirements are
supplied by outside foundries. In addition, all of the Company's semiconductor
products are currently assembled and tested by third party vendors, primarily
in Asia. The Company's reliance on subcontractors to manufacture, assemble and
test its products involves significant risks, including reduced control over
delivery schedules, quality assurance, manufacturing yields and cost and
potential misappropriation of the Company's intellectual property. Delays in
delivery of the Company's products, problems with quality or yields, cost
increases and other factors beyond the Company's control could result in the
loss of customers, limitations or reductions in the Company's revenues or other
material adverse effects on the Company's business, conditions and
operating results.
The Company's foundry suppliers also fabricate products for other
companies and may produce products of their own design. The Company does not
presently have long-term agreements with any of its foundry suppliers and
purchases wafers pursuant to purchase orders; however, two long-term foundry
supply agreements are currently under negotiation by the Company and other
possible arrangements are under consideration. In the absence of such
agreements the foundries generally are not obligated to supply products to the
Company for any specific period, in any specific quantity or at any specific
price, except as may be provided in a particular purchase order. The foundries
may allocate their available manufacturing capacity to other customers or to
their own products as they determine to be in their best interests. While the
Company has not experienced any material disruptions in supply to date, there
can be no assurance that manufacturing problems will not occur in the future
or that capacity will be available to meet the Company's requirements.
In connection with the manufacture of its newer products, the Company needs
to obtain access to and qualify new foundries or new production lines at
established foundries that employ advanced manufacturing and process
technologies, which are currently available from a limited number of foundries.
The majority of the Company's current products are implemented in 0.8 micron
semiconductor process fabrication technology; however, the Company expects that
in the near future the majority of its products will utilize 0.6 and 0.5 micron
geometries in order to achieve high performance and lower production costs. The
Company is currently qualifying a new foundry supplier and is in the process of
qualifying certain of its existing products at additional foundry suppliers and
on new semiconductor process technologies. The qualification process can take
six months or longer. The Company has in the past experienced increased costs
and delays in connection with the qualification of new foundries or new
production lines or processes at established foundries. Failure to qualify and
obtain adequate access to advanced process technologies to supply products on a
timely basis would delay product introduction and delivery to the Company's
customers. Delays, as well as cost increases or quality problems resulting from
the qualification of new foundries or new production lines or processes at
established foundries, could have a material adverse effect on the Company's
business, financial condition and results of operations.
The semiconductor industry is experiencing worldwide capacity
limitations on the production of advanced semiconductor devices similar to
those of the Company, and access to wafer fabrication capacity is becoming
increasingly difficult to secure. The Company believes that available foundry
manufacturing capacity is in particularly short supply for advanced process
geometries of 0.6 and 0.5 micron. As a result of this capacity shortage,
manufacturers may be able to raise prices and to impose burdensome terms and
conditions on their customers in exchange for assurances of supply allocation.
The Company is aware that many of its competitors are engaging in long-term
relationships with wafer foundries to ensure the availability of sufficient
manufacturing capacity, which may provide them with a competitive advantage in
the event of increasing demand on foundry capacity. While the Company is not
currently a party to any such arrangements, the Company is currently
negotiating agreements with two foundries to secure additional foundry capacity
and expects that such agreements, if concluded, will require the Company to
make advances, deposits or loans in an aggregate amount of approximately $63
million, including up to $40 million during the next twelve months. The Company
may also be required to enter into additional arrangements in the future. There
can be no assurance that the Company will consummate any such transactions or
if it does, that the Company will be able to obtain production capacity to meet
its demands.
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A limited number of customers account for a substantial portion of the
Company's net sales. In fiscal 1995, Apple Computer, Inc. ("Apple") accounted
for approximately 13% of net sales. Gain Tune/World Peace one of the Company's
distributors accounted for 10% of net sales and Inno Micro/ItoTchu ("Inno"),
also one of the Company's distributors, accounted for approximately 23% of net
sales, including 13% accounted for by Toshiba which purchases through Inno. The
Company's top ten customers, including five distributors, accounted for
approximately 73% of net sales. In the first quarter of fiscal 1996, Apple
accounted for 26% of net sales, Inno accounted for 25%, including 14% accounted
for by Toshiba, and the Company's top ten customers, including four
distributors accounted for 81%. The Company expects that sales to a limited
number of customers will continue to account for a substantial portion of its
net sales for the foreseeable future. The Company relies on obtaining and
maintaining design wins for its products with leading personal computer
manufacturers. Many factors affect and could adversely impact design wins,
including internal scheduling delays, choices of features, aggressive
competition and intangible factors affecting customer relationships. To the
extent that the Company is unable to retain existing design wins or to acquire
new design wins and the associated revenues generated from them for the
Company's existing and future products, there could be a material adverse
effect on the Company's business, financial condition and results of
operations.
Customer demand for the Company's products fluctuates, sometimes dramatically,
based on the customers' buildup of internal inventory, and product transitions,
among other things. While the Company makes an effort to be informed of
customers' expected demand for its products, customers from time to time make
unexpected changes in product purchasing forecasts and in existing orders. The
Company does not have any long-term sale agreements with any of its customers.
The reduction, delay or cancellation of orders from one or more major customers
for any reason or the loss of one or more of such major customers could
materially and adversely effect the Company's business, financial condition and
results of operations.
The Company currently places noncancelable orders to purchase its products from
independent foundries on an approximately three month rolling basis, while its
customers generally place purchase orders with the Company less than four weeks
prior to delivery which may be canceled without significant penalty.
Consequently, if anticipated sales and shipments in any quarter are canceled or
do not occur as quickly as expected, expense and inventory levels could be
disproportionately high and the Company's business, financial condition and
results of operations could be materially adversely affected.
In recent periods there has been a favorable pricing environment for PC
components including the Company's graphics products, however, the PC
semiconductor market is characterized by price erosion and there can be no
assurance that the Company will not experience increased price competition,
which could have a material adverse effect on the Company's business, financial
condition and results of operations. The Company's competitors may
aggressively price alternative solutions to attempt to gain or maintain market
position. To the extent that the Company must reduce prices to meet competition,
maintain market share or meet customer requirements, gross margin percentages
achieved in recent periods may not be sustainable.
The largest portion of the Company's sales is comprised of portable
graphics accelerators. The Company expects that the majority of its revenues
for at least the next two quarters will continue to be from sales of those
products. While the market for PCs in general and portable computers in
particular has recently experienced substantial growth, the overall industry
has historically been cyclical and seasonal, and there can be no assurance
that growth will continue in future periods.
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PART II - OTHER INFORMATION
<TABLE>
<S> <C> <C>
Item 1. Legal Proceedings Not applicable
Item 2. Changes in Securities Not applicable
Item 3. Defaults upon Senior Securities Not applicable
Item 4. Submission of Matters to a Vote of Security Holders Not applicable
Item 5. Other Information Not applicable
Item 6. Exhibits 13
Reports on Form 8-K Not applicable
</TABLE>
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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.
CHIPS AND TECHNOLOGIES, INC.
(Registrant)
/s/ James F. Stafford
-----------------------------------
James F. Stafford
President & Chief Executive Officer
/s/ Timothy R. Christoffersen
-----------------------------------
Timothy R. Christoffersen
Vice President of Finance
Chief Financial Officer and
Principal Accounting Officer
Date: October 13, 1995
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C> <C>
3.1 (1) Amended Certificate of Incorporation of Chips and Technologies, Inc., a Delaware
corporation.
3.2 (2) Restated By-laws of Chips and Technologies, Inc., a Delaware corporation.
4.1 (3) Stockholders' Rights Agreement dated August 23, 1989.
10.1 (4) Lease Termination Agreement and related exhibit between the Company and The
Equitable Life Assurance Society, dated September 10, 1993.
10.2 (5) * First Amended 1988 Nonqualified Stock Option Plan for Outside Directors dated
October 1, 1993.
10.3 (1) * Form of Indemnity Agreement between the Company and each of its directors and
executive officers.
10.4 (6) Restated Secured Promissory Note, Secured Continuing Guarantee, and Restated Loan
and Security Agreement between Techfarm, Inc. and Chips and Technologies, Inc.
dated March 31, 1994.
10.5 (6) * Promissory note to the Company from Keith Angelo dated August 1, 1994.
10.6 (6) * Independent Contractor Services Agreement between the Company and Henri Jarrat
dated August 11, 1994.
10.7 (7) * Amended and restated 1994 stock option plan dated November 10, 1994
10.8 * Executive employee bonus plan dated September 21, 1995
11.1 Statement re: Calculation of Earnings per Share. 15
27.0 Financial Data Schedule for the quarter ended September 30, 1995 16
</TABLE>
- ---------------
(1) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended June 30, 1990.
(2) Incorporated by reference to Registration Statement No. 33-8005
effective October 8, 1986.
(3) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended June 30, 1989.
(4) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended June 30, 1993.
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(5) Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the period ended March 31, 1994.
(6) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended June 30, 1994.
(7) Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the period ended December 31, 1994.
* Denotes management contracts or compensatory plans or arrangements
covering executive officers or directors of Chips and Technologies,
Inc.
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Exhibit 10.8
CHIPS AND TECHNOLOGIES, INC.
EXECUTIVE BONUS PLAN
I. PURPOSE
The Chips and Technologies, Inc. Executive Bonus Plan (the "Plan") is
created to provide an incentive to eligible employees of Chips and
Technologies, Inc. (the "Company") and any parent and/or subsidiary
corporations of the Company (all of whom along with the Company being referred
to individually as a "Participating Company" and collectively as a
"Participating Company Group") to achieve designated objectives and to reward
the key employees for achieving desired results by aligning their compensation
with targeted Company performance.
II. PLAN
1. Eligibility.
1.1 Eligible Plan participants ("Participant") shall
include such officers (including officers who are also members of the Company's
Board of Directors) of the Company, employees of the Company with the position
of directors and such employees as may be designated by the Compensation
Committee as eligible Participants in the Plan for the Plan Year. Eligibility
for the Plan Bonus may be specified on an individual by individual basis or for
designated categories of Participants (e.g., executive officers), as the
Compensation Committee may, in its sole discretion, determine.
1.2 Employees hired after the first day of the Plan Year,
but while the achievement of the Target Objectives is still substantially in
doubt, may, with the approval of the Compensation Committee, become
Participants in the Plan for such Plan Year.
1.3 In order to receive a bonus under this Plan, a
Participant must be an active, full-time employee of the Participating Company
Group on the last day of the Plan Year for which the Plan Bonus is payable or
have died or become totally disabled during such Plan Year.
2. Plan Year and Plan Effective Date. The Executive Bonus Plan
Year shall be the same as the Company's Fiscal Year which is currently from
July 1 to June 30 (the "Plan Year"). The first Plan Year shall be the
Company's Fiscal Year beginning July 1, 1994 and ending on June 30, 1995.
1
<PAGE> 2
3. Target Objectives and Plan Bonus.
3.1 With respect to each Plan Year, the Compensation
Committee shall establish the following Target Objectives for the Plan Year:
(a) Target Objective for annual revenue; and
(b) Target Objective for operating income.
3.2 With respect to each Plan Year, the Compensation
Committee shall, for each Participant, approve an amount of Plan Bonus ("Plan
Bonus"), expressed as a percentage of such Participant's Salary, which may be
earned by achieving the Target Objectives, as well as a maximum dollar amount
of Plan Bonus which may be paid to the Participant for the Plan Year.
(a) A Participant's Plan Bonus shall be the sum
of the amount earned for the achievement of each of the Target Objectives
established for the year, subject to the limitations on the maximum Plan Bonus
set forth in this Section 3 or in Section 4.
(b) Except as otherwise provided in Section 3.3
below, the maximum Plan Bonus in any Plan Year as a percentage of Salary is:
- For the President: 65 %
----------
- For all other Participants: 60 %
----------
(c) For purposes of this Plan, a Participant's
Salary shall include the Participant's base Salary before deduction for any
contributions to any plan maintained by a Participating Company and described
in Section 401(k) or Section 125 of the Internal Revenue Code of 1986, as
amended, and commissions. A Participant's Salary shall not include bonuses,
annual awards, long term disability, workers' compensation or any other
payments not specifically referenced in the preceding sentence.
3.3 For purposes of determining whether the Target
Objectives have been achieved in any Plan Year, annual revenue and operating
income shall be calculated without regard to any change in accounting standards
that may be required by the Financial Accounting Standards Board after the
Target Objective has been established.
3.4 The maximum bonus of any Participant who joins the
Plan after the first day of the Plan Year or who dies or becomes totally
disabled during the Plan Year, shall be pro rated based on the total number of
days of employment while a Participant in the Plan over the total number of
days in the Plan Year.
2
<PAGE> 3
4. Limitations on Maximum Bonus Amount.
4.1 Notwithstanding any other provision in this Plan to
the contrary, the maximum amount of Plan Bonuses which may be paid to all
Participants under this Plan with respect to any Plan Year shall not exceed ten
percent (10%) of the Company's operating profit for the Plan Year, as reflected
in the Company's audited financial statements for such year. In the event that
the total amount available for payment under the Plan is less than would
otherwise be payable under Section 3, above, then all of the Participants' Plan
Bonuses as determined under Section 3, above, shall be reduced proportionately.
4.2 Notwithstanding any other provision herein to the
contrary, the Compensation Committee may reduce the amount of Plan Bonus paid
to any Participant if, in the sole discretion of the Compensation Committee,
such reduction is appropriate. In no event, however, shall the Compensation
Committee have the discretion or authority to increase the amount of bonus paid
to a Participant above the amount otherwise determined under the terms of this
Plan.
5. Payment.
5.1 Bonuses earned under this Plan shall be paid by
check, as soon as it is administratively feasible to do after the Company's
Fiscal Year audited financial results are available and the achievement of the
Target Objectives has been certified, in writing, by the Compensation
Committee.
5.2 Bonuses payable under this Plan shall be payable only
to the Participants eligible to receive them as provided in this Plan and may
not be transferred or assigned in any manner otherwise than by will and the
laws of descent and distribution.
5.3 All taxes will be deducted and withheld from the Plan
Bonus payments, as may be required by applicable law.
5.4 Notwithstanding any other provision herein to the
contrary, payment of the Plan Bonus or a portion thereof may be deferred in
accordance with any deferred compensation plan which the Company may establish.
In the event of any such deferral, the Plan Bonus, or the portion thereof which
is deferred, shall be paid in accordance with the terms of such deferred
compensation plan.
6. No Employment Contract. Nothing in this Plan shall confer
upon a Participant any right to continue in the employ of the Company or
interfere in any way with the right of the Company to terminate the
Participant's employment at any time. This Plan will not be deemed to
constitute a contract of employment with any Participant.
7. Administration. The Compensation Committee shall have full
power and authority to interpret and administer the Plan and to establish the
Plan Bonuses and
3
<PAGE> 4
Target Objectives as provided herein. The Compensation Committee's
determination of all matters relating to this Plan shall be final and
conclusive.
8. Amendment and Termination. This Plan shall continue until
terminated by the Company's Board of Directors. The Company's Board of
Directors may amend or terminate this Plan by action, in writing, provided,
however, that no amendment shall eliminate or reduce any bonuses which have
accrued hereunder.
THIS EXECUTIVE BONUS PLAN is adopted effective as of the 1st day of
July, 1994.
CHIPS AND TECHNOLOGIES, INC.
By:
-------------------------
4
<PAGE> 1
EXHIBIT 11.1 STATEMENT RE: CALCULATION OF EARNINGS PER SHARE - UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
(In thousands except per share amounts) 1995 1994
------- -------
<S> <C> <C>
Net income for calculation of earnings per share $ 4,428 $ 1,256
======= =======
Average number of common and common equivalent shares:
Weighted average common shares outstanding 20,032 16,897
Dilutive common stock equivalents:
Common stock options and warrant, using treasury stock method 2,136 *
Convertible preferred stock -- 123
Convertible debentures -- *
------- -------
Common and common equivalent shares used in the
calculation of net income per share: 22,168 17,020
======= =======
Earnings per share: $ 0.20 $ 0.07
======= =======
</TABLE>
- ---------------
* Antidilutive
Page 15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the first
quarter of fiscal 1996 10Q financial statements and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 27,789
<SECURITIES> 26,483
<RECEIVABLES> 11,194
<ALLOWANCES> 1,107
<INVENTORY> 9,201
<CURRENT-ASSETS> 77,112
<PP&E> 35,298
<DEPRECIATION> 24,449
<TOTAL-ASSETS> 88,273
<CURRENT-LIABILITIES> 16,291
<BONDS> 0
<COMMON> 76,344
0
0
<OTHER-SE> (6,339)
<TOTAL-LIABILITY-AND-EQUITY> 88,273
<SALES> 37,219
<TOTAL-REVENUES> 37,219
<CGS> 22,858
<TOTAL-COSTS> 22,858
<OTHER-EXPENSES> 4,905
<LOSS-PROVISION> 75
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,920
<INCOME-TAX> 492
<INCOME-CONTINUING> 4,428
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,428
<EPS-PRIMARY> .20
<EPS-DILUTED> .20
</TABLE>
