LINEAR TECHNOLOGY CORP /CA/
10-Q, 2000-05-16
SEMICONDUCTORS & RELATED DEVICES
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                          LINEAR TECHNOLOGY CORPORATION
                                    FORM 10-Q
                    THREE AND NINE MONTHS ENDED APRIL 2, 2000



                                      INDEX

                                                                            Page

Part I:    Financial Information

           Item 1. Financial Statements

                   Condensed Consolidated Statements of Income for the         2
                   three and nine months ended April 2, 2000 and
                   March 28, 1999

                   Condensed Consolidated Balance Sheets at April 2, 2000    3-4
                   and June 27, 1999

                   Condensed Consolidated  Statements of Cash Flows for the    5
                   nine months ended April 2, 2000 and March 28, 1999

                   Notes to Condensed Consolidated Financial Statements        6

           Item 2. Management's Discussion and Analysis of Financial         7-9
                   Condition and Results of Operations


Part II:   Other Information

           Item 6. Exhibits and Reports on Form 8-K                           10

Signatures                                                                    11


                                       1
<PAGE>


Part I.    FINANCIAL INFORMATION

Item 1.    Financial Statements
<TABLE>

                          LINEAR TECHNOLOGY CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)
                                   (unaudited)
<CAPTION>
                                            Three Months Ended     Nine Months Ended
                                            ------------------     -----------------
                                            April 2,   March 28,  April 2,   March 28,
                                              2000       1999       2000       1999
                                            --------   --------   --------   --------
<S>                                         <C>        <C>        <C>        <C>
Net sales                                   $185,075   $130,093   $494,900   $366,145
Cost of sales                                 47,435     35,643    126,942    103,334
                                            --------   --------   --------   --------
     Gross profit                            137,640     94,450    367,958    262,811
                                            --------   --------   --------   --------
Expenses:
     Research and development                 19,435     14,544     56,077     38,704
     Selling, general and administrative      19,394     13,387     53,078     38,430
                                            --------   --------   --------   --------
                                              38,829     27,931    109,155     77,134
                                            --------   --------   --------   --------
Operating income                              98,811     66,519    258,803    185,677
Interest income                               11,141      6,758     30,003     20,373
                                            --------   --------   --------   --------
Income before income taxes                   109,952     73,277    288,806    206,050
Provision for income taxes                    34,085     23,449     89,531     65,936
                                            --------   --------   --------   --------
Net income                                  $ 75,867   $ 49,828   $199,275   $140,114
                                            ========   ========   ========   ========
Basic earnings per share                    $   0.24   $   0.16   $   0.64   $   0.46
                                            ========   ========   ========   ========
Shares used in the calculation
    of basic earnings per                    312,119    304,058    309,927    303,074
    share
Diluted earnings per share                  $   0.23   $   0.16   $   0.61   $   0.44
                                            ========   ========   ========   ========
Shares used in the calculation of diluted
    earnings per share                       329,536    318,394    326,774    316,203
                                            ========   ========   ========   ========
Cash dividends per share                    $   0.02   $ 0.0175   $   0.06   $ 0.0525
                                            ========   ========   ========   ========
<FN>

                             See accompanying notes
</FN>
</TABLE>

                                       2
<PAGE>

                          LINEAR TECHNOLOGY CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                                 (In thousands)

                                                       April 2,       June 27,
                                                         2000           1999
                                                     -----------    -----------
                                                     (unaudited)      (audited)
Current assets:
     Cash and cash equivalents                       $   154,982    $   154,220
     Short-term investments                              872,385        632,487
     Accounts receivable, net of allowance for
       doubtful accounts of $803 ($803 at
       June 27, 1999)                                     74,247         62,188
     Inventories:
       Raw materials                                       4,199          2,705
       Work-in-process                                     8,903          8,178
       Finished goods                                      6,726          4,641
                                                     -----------    -----------
         Total inventories                                19,828         15,524
     Deferred tax assets                                  30,118         28,116
     Prepaid expenses and other current assets            11,805         12,577
                                                     -----------    -----------
         Total current assets                          1,163,365        905,112
                                                     -----------    -----------
Property, plant and equipment, at cost:
     Land, building and improvements                      88,951         78,555
     Manufacturing and test equipment                    209,870        166,863
     Office furniture and equipment                        3,242          3,234
                                                     -----------    -----------
                                                         302,063        248,652
     Less accumulated depreciation and
     amortization                                       (125,200)      (106,850)
                                                     -----------    -----------
     Net property, plant and equipment                   176,863        141,802
                                                     -----------    -----------
                                                     $ 1,340,228    $ 1,046,914
                                                     ===========    ===========


                             See accompanying notes

                                       3
<PAGE>


                          LINEAR TECHNOLOGY CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                       LIABILITIES & SHAREHOLDERS' EQUITY
                                 (In thousands)

                                                           April 2,    June 27,
                                                            2000         1999
                                                         ----------   ----------
                                                         (unaudited)   (audited)

Current liabilities:
     Accounts payable                                    $   13,264   $    7,873
     Accrued payroll and related benefits                    33,910       33,653
     Deferred income on shipments to distributors            40,531       35,464
     Income taxes payable                                    21,479       27,404
     Other accrued liabilities                               25,238       20,881
                                                         ----------   ----------
         Total current liabilities                          134,422      125,275

Deferred tax liabilities                                     14,370       14,845

Shareholders' equity:
     Common stock, no par value, 480,000
         shares authorized; 313,089
         shares issued and outstanding at
         April 2, 2000 (307,462 shares
         at June 27, 1999)                                  415,943      312,027
      Retained earnings                                     775,493      594,767
                                                         ----------   ----------
         Total shareholders' equity                       1,191,436      906,794
                                                         ----------   ----------
                                                         $1,340,228   $1,046,914
                                                         ==========   ==========


                             See accompanying notes


                                       4
<PAGE>
<TABLE>

                          LINEAR TECHNOLOGY CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                 (In thousands)
                                   (unaudited)
<CAPTION>
                                                                Nine Months Ended
                                                             ----------------------
                                                              April 2,     March 28,
                                                                2000         1999
                                                             ---------    ---------
<S>                                                          <C>          <C>
Cash flow from operating activities:
     Net income                                              $ 199,275    $ 140,114
     Adjustments to reconcile net income to net cash
         provided by operating activities:
       Depreciation and amortization                            18,351       16,120
       Changes in operating assets and liabilities:
         Decrease (increase) in accounts receivable            (12,059)       3,706
         Decrease (increase) in inventories                     (4,304)         345
         Decrease (increase) in deferred tax assets,
           prepaid expenses and other current assets            (1,230)       1,470
         Increase (decrease) in accounts payable,
           accrued payroll, income taxes payable and
           other accrued liabilities                             4,080      (15,429)
         Tax benefit from stock option transactions             65,640       39,389
         Increase (decrease) in deferred income                  5,067         (288)
           Increase (decrease) in deferred tax liabilities        (475)          (1)
                                                             ---------    ---------
     Cash provided by operating activities                     274,345      185,426
                                                             ---------    ---------
Cash flow from investing activities:
     Purchase of short-term investments                       (469,608)    (406,455)
     Proceeds from sales and maturities of short-term
     investments                                               229,710      324,234
     Purchase of property, plant and equipment                 (53,412)     (32,671)
                                                             ---------    ---------
     Cash used in investing activities                        (293,310)    (114,892)
                                                             ---------    ---------
Cash flow from financing activities:
     Issuance of common stock under employee stock plans        38,276       29,340
     Purchase of common stock                                     --       (108,736)
     Payment of cash dividends                                 (18,549)     (15,960)
                                                             ---------    ---------
     Cash used in financing activities                          19,727      (95,356)
                                                             ---------    ---------
Increase (decrease) in cash and cash equivalents                   762      (24,822)
Cash and cash equivalents, beginning of period                 154,220      128,733
                                                             ---------    ---------
Cash and cash equivalents, end of period                     $ 154,982    $ 103,911
                                                             =========    =========
Supplemental disclosure of cash flow information:

Cash paid during the period for income taxes                 $  32,179    $  32,973
                                                             =========    =========
<FN>

                             See accompanying notes
</FN>
</TABLE>

                                       5
<PAGE>

                          LINEAR TECHNOLOGY CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Interim financial statements and information are unaudited; however, in the
     opinion of  management  all  adjustments  necessary for a fair and accurate
     presentation  of the interim  results have been made. All such  adjustments
     were of a normal  recurring  nature.  The results for the three  months and
     nine  months  ended  April 2, 2000 are not  necessarily  an  indication  of
     results to be expected for the entire fiscal year. All information reported
     in this Form 10-Q should be read in conjunction  with the Company's  annual
     consolidated  financial  statements for the fiscal year ended June 27, 1999
     included in the Company's Annual Report to  Shareholders.  The accompanying
     balance  sheet at June 27, 1999 has been  derived  from  audited  financial
     statements as of that date.  All share and per share  information  has been
     adjusted for the effect of the Company's  two-for-one stock split which was
     distributed  March 27,  2000.  There were no material  differences  between
     comprehensive income and net income for all periods presented.  Because the
     Company is viewed as a single operating segment for management purposes, no
     segment information has been disclosed.

2.   The Company operates on a 52/53 week year ending on the Sunday nearest June
     30.  Fiscal 2000 will consist of 53 weeks,  compared to 52 weeks for fiscal
     1999. The extra week occurred in the Company's  second fiscal quarter ended
     January 2, 2000.

3.   Basic earnings per share is calculated using the weighted average shares of
     common stock outstanding  during the period.  Diluted earnings per share is
     calculated using the weighted  average shares of common stock  outstanding,
     plus the dilutive  effect of stock  options  calculated  using the treasury
     stock method. The following table sets forth the reconciliation of weighted
     average  common shares  outstanding  used in the  computation  of basic and
     diluted earnings per share:

                                       Three Months Ended    Nine Months Ended
                                       ------------------    ------------------
                                       April 2,   March 28,  April 2,  March 28,
                                         2000       1999       2000      1999
                                       --------   --------   --------  --------

Numerator - Net income                 $ 75,867   $ 49,828   $199,275  $140,114
                                       --------   --------   --------  --------

Denominator for basic earnings
per share - weighted average
shares                                  312,119    304,058    309,927   303,074

Effect of dilutive securities -
employee stock options                   17,417     14,336     16,847    13,129
                                       --------   --------   --------  --------

Denominator for diluted

earnings per share                      329,536    318,394    326,774   316,203
                                       --------   --------   --------  --------

Basic earnings per share               $   0.24   $   0.16   $   0.64  $   0.46
                                       ========   ========   ========  ========

Diluted earnings per share             $   0.23   $   0.16   $   0.61  $   0.44
                                       ========   ========   ========  ========

                                       6
<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations


Results of Operations
<TABLE>

         The table  below  states the income  statement  items for the three and
nine months ended April 2, 2000 and March 28, 1999 as a percentage  of net sales
and provides the percentage  change in absolute  dollars of such items comparing
the interim  periods ended April 2, 2000 to the  corresponding  periods from the
prior fiscal year:

<CAPTION>
                                      Three Months Ended                     Nine Months Ended
                               -----------------------------------    ----------------------------------
                               April 2,     March 28,   Increase/     April 2,    March 28,   Increase/
                                 2000        1999       (Decrease)     2000         1999      (Decrease)
<S>                              <C>         <C>           <C>         <C>         <C>           <C>
Net sales                        100.0%      100.0%        42%         100.0%      100.0%        35%
Cost of sales                     25.6        27.4         33           25.7        28.2         23
                                ------      ------                     ------     ------
    Gross profit                  74.4        72.6         46           74.3        71.8         40
                                ------      ------                    ------      ------
Expenses:
    Research & development        10.5        11.2         34           11.3        10.6         45
    Selling, general &
       administrative             10.5        10.3         45           10.7        10.5         38
                                ------      ------                    ------      ------
                                  21.0        21.5         39           22.1        21.1         42
                                ------      ------                    ------      ------
Operating income                  53.4        51.1         49           52.3        50.7         39
Interest income                    6.0         5.2         65            6.1         5.6         47
                                ------      ------                    ------      ------
Income before income taxes        59.4%       56.3%        50           58.4%       56.3%        40
                                ======      ======                    ======      ======
Effective tax rates               31.0%       32.0%                     31.0%       32.0%
                                ======      ======                    ======      ======
</TABLE>


         Net  sales for the  quarter  ended  April 2, 2000 were a record  $185.1
million, an increase of $55.0 million or 42% over net sales for the same quarter
of the previous year. This increase was due to higher unit shipments,  while the
average  selling price  declined  slightly.  Sales  increased in all  geographic
areas,  with the United  States and Europe  leading  Japan and the rest of Asia.
International sales for the third quarters of both fiscal 2000 and 1999 were 55%
of net sales. Relative to end-market applications, sales increased significantly
over the prior year's quarter in each of the Company's  three major end markets:
communications,  computer and industrial,  with communications  showing the most
growth  particularly  in the  networking  area,  fueled by  growth  in  internet
infrastructure products.

         Net sales for the nine  months  ended  April 2, 2000  increased  $128.8
million or 35% over net sales for the same  period of the  previous  year.  This
increase was due primarily to higher unit  shipments  while the average  selling
price declined slightly.  Sales increased in all geographic areas,  particularly
Asia and the  United  States,  and in all major end market  applications  led by
communications.

         Gross profit  increased  $43.2 million or 46% and $105.1 million or 40%
for  the  third   quarter  and  first  nine  months  of  fiscal  2000  over  the
corresponding  periods in fiscal  1999.  The  improvement  in gross  profit as a
percentage of net sales was primarily due to the favorable effect of fixed costs
allocated across a higher sales base and improved manufacturing efficiencies and
yields achieved at the Company's fabrication, assembly and test facilities.

         Research and development  ("R&D") expenses increased by $4.9 million or
34% and $17.4  million or 45% for the third  quarter  and first  nine  months of
fiscal 2000,  respectively,  as compared to the same periods in fiscal 1999. The
increases  in R&D  expenses  compared  to the  prior  year  periods  were due to
increases  in staffing  levels of design and test  engineering  personnel  which
resulted in higher compensation costs,  increased profit sharing costs driven by
the increases in sales and  profitability,  and development costs in new product
areas.

         Selling, general and administrative expenses ("SG&A") increased by $6.0
million  or 45% and $14.6  million or 38% for the third  quarter  and first nine
months of fiscal 2000,  respectively,  as compared to the same periods in fiscal
1999. The increases in SG&A expenses compared to the prior year periods were due
primarily  to an  increase in staffing  levels to support  the  increased  sales
volume,  higher profit sharing costs and higher


                                       7
<PAGE>

commissions  resulting from the increase in sales.  The increased  expenses were
partially offset by a reduction in reserves for certain  business  disputes with
third parties that were resolved in the Company's favor.

         Interest  income  was $11.1  million  and $30.0  million  for the third
quarter and first nine months of fiscal  2000,  an increase of $4.4  million and
$9.6 million  respectively,  over the corresponding  periods of fiscal 1999. The
increase in interest income resulted from an increase in the cash and investment
balances and a higher rate of return.

         The  Company's  effective  tax rate for the third quarter and the first
nine months of fiscal 2000 was 31.0%,  down from 32.0% in fiscal 1999. The lower
tax  rate  is  due   primarily  to  increased   business   activity  in  foreign
jurisdictions  and an  increase  in assets  deployed  outside of  California  in
jurisdictions  where the  Company  experiences  lower tax  rates.  Although  the
Company's tax holiday in Singapore  expired in September 1999, it is anticipated
that  the  Company  will  receive  at least a  partial  rate  reduction  for its
Singapore operations going forward.

Factors Affecting Future Operating Results

         Except for historical  information  contained  herein,  the matters set
forth in this Form 10-Q,  including the statements in the following  paragraphs,
are  forward-looking   statements  that  are  dependent  on  certain  risks  and
uncertainties  including such factors,  among others, as the timing,  volume and
pricing of new orders received and shipped during the quarter, timely ramp-up of
new facilities,  the timely introduction of new processes and products,  general
conditions  in the  world  economy  and  financial  markets  and  other  factors
described below.

         Management  of the Company  believes the  long-term  prospects  for the
business  are  excellent  and the  Company  continues  to  invest  in the  plant
infrastructure and technical talent to maximize its  opportunities.  The Company
has had seven  consecutive  strong  bookings  quarters  both in the magnitude of
bookings and in their breadth  across  end-market  applications  and  geographic
regions,  with the current quarter's bookings being the strongest in the history
of the Company.  Customers are generally positive in their business outlook, and
appear to be placing  orders on the  Company to meet their  demand as opposed to
significantly  building  inventory.  However,  as  general  business  conditions
continue  strong,  customers  are more  watchful  of product  availability.  The
Company continues to be dependent to some extent on orders that book and ship in
the same  quarter,  although to a lesser  extent than in previous  quarters.  In
summary,  given the  acceleration  of bookings  throughout  last quarter and the
acceptance of new products at customers,  the Company  currently expects to grow
sales in the  near-term  in the low  double-digit  range  sequentially  over the
quarter  just  reported.  The  Company  expects  that  its  profitability  as  a
percentage of sales will be generally unchanged during this period.

         Estimates of future performance are uncertain,  and past performance of
the Company may not be a good  indicator  of future  performance  due to factors
affecting  the Company,  its  competitors,  the  semiconductor  industry and the
overall  economy.   The   semiconductor   industry  is  characterized  by  rapid
technological  change,  price  erosion,   cyclical  market  patterns,   periodic
oversupply conditions,  occasional shortages of materials, capacity constraints,
variations  in  manufacturing  efficiencies  and  significant  expenditures  for
capital   equipment   and   product   development.   Furthermore,   new  product
introductions  and patent  protection of existing  products are critical factors
for future sales growth and sustained profitability.

         Although  the  Company   believes  that  it  has  the  product   lines,
manufacturing  facilities and technical and financial  resources for its current
operations,  sales and profitability can be significantly  affected by the above
and other factors.  Additionally, the Company's common stock could be subject to
significant   price  volatility  should  sales  and/or  earnings  fail  to  meet
expectations of the investment community. Furthermore, stocks of high technology
companies  are subject to extreme price and volume  fluctuations  that are often
unrelated or disproportionate to the operating performance of these companies.

Liquidity and Capital Resources

         At April 2, 2000,  cash, cash  equivalents  and short-term  investments
totaled $1,027.4 million, and working capital was $1,028.9 million.

                                       8
<PAGE>

         During the first nine  months of fiscal  2000,  the  Company  generated
$274.3  million of cash from  operating  activities.  Additionally,  the Company
generated  $38.3  million in proceeds  from common stock  issued under  employee
stock option and stock purchase plans.

         During  the  first  nine  months  of  fiscal  2000,   significant  cash
expenditures included net purchases of short-term  investments of $239.9 million
and $53.4 million for the purchase of capital  assets,  primarily  manufacturing
equipment  for the  Company's  fabrication,  assembly and test  facilities.  The
Company also paid $18.5 million for cash dividends to shareholders  representing
$0.02 per share per quarter.  In April 2000,  the  Company's  Board of Directors
declared  an increase in the  quarterly  cash  dividend to $0.03 per share to be
paid during the fourth quarter of fiscal 2000.  The payment of future  dividends
will be based on quarterly financial performance.

         Historically,  the Company has satisfied  its  liquidity  needs through
cash generated from operations and the placement of equity securities. Given its
strong financial  condition and  performance,  the Company believes that current
capital  resources  and  cash  generated  from  operating   activities  will  be
sufficient to meet its liquidity and capital  expenditures  requirements for the
foreseeable future.


                                       9
<PAGE>


PART II.      OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K

               a)       Exhibits

                        27.1   Financial Data Schedule for the nine months ended
                               April 2, 2000

               b)       Reports on Form 8-K

                        None


                                       10
<PAGE>


                                   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.

                                              LINEAR TECHNOLOGY CORPORATION

DATE:  May 15, 2000                           BY    /s/Paul Coghlan
                                                    ----------------------------
                                                    Paul Coghlan
                                                    Vice President, Finance &
                                                    Chief Financial Officer
                                                    (Duly Authorized Officer and
                                                    Principal Financial Officer)




                                       11

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
                               FORM 10-Q FOR THE NINE MONTHS ENDED APRIL 2, 2000
</LEGEND>
<MULTIPLIER>                                   1,000

<S>                             <C>
<PERIOD-TYPE>                          9-MOS
<FISCAL-YEAR-END>                JUL-02-2000
<PERIOD-START>                   JUN-28-1999
<PERIOD-END>                     Apr-02-2000
<CASH>                               154,982
<SECURITIES>                         872,385
<RECEIVABLES>                         75,050
<ALLOWANCES>                             803
<INVENTORY>                           19,828
<CURRENT-ASSETS>                   1,163,365
<PP&E>                               302,063
<DEPRECIATION>                       125,200
<TOTAL-ASSETS>                     1,340,228
<CURRENT-LIABILITIES>                134,422
<BONDS>                                    0
                      0
                                0
<COMMON>                             415,943
<OTHER-SE>                           775,493
<TOTAL-LIABILITY-AND-EQUITY>       1,340,228
<SALES>                              494,900
<TOTAL-REVENUES>                     494,900
<CGS>                                126,942
<TOTAL-COSTS>                        126,942
<OTHER-EXPENSES>                     109,155
<LOSS-PROVISION>                           0
<INTEREST-EXPENSE>                         0
<INCOME-PRETAX>                      288,806
<INCOME-TAX>                          89,531
<INCOME-CONTINUING>                        0
<DISCONTINUED>                             0
<EXTRAORDINARY>                            0
<CHANGES>                                  0
<NET-INCOME>                         199,275
<EPS-BASIC>                             0.64
<EPS-DILUTED>                           0.61



</TABLE>


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