Securities and Exchange Commission May 12, 1994
450 Fifth St., N.W.
Washington, D.C. 20549
RE: Form 10-Q
Cypress Semiconductor Corporation
Commission File No.1-10079
CIK NUMBER 0000791915
Ladies and Gentlemen:
In accordance with Regulation S-T, we have submitted herewith
in electronic format, via EDGAR, one copy of the Company's
Quarterly Report on Form 10-Q, pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended.
Pursuant to Rule 901(d) of Regulation S-T, by copy of this
correspondence, the Company has submitted to the Commission one
conforming paper format copy of this electronic filing.
Please direct all questions concerning the enclosed
materials to the undersigned.
Sincerely,
CYPRESS SEMICONDUCTOR CORPORATION
/s/ STUART INOUYE
- - ---------------------------------
Stuart Inouye
Corporate Accounting Manager
Enclosures
cc: Conforming Paper Copy
Filer Support
U.S. Securities and Exchange Commission
Operations Center; Stop 0-7
6432 General Green Way
Alexandria, VA 22312
<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended April 4, 1994
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 1-10079
-------
CYPRESS SEMICONDUCTOR CORPORATION
- - ----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-2885898
- - ------------------------------- ---------------------------
(State or other jurisdiction (I.R.S. employer
of incorporation or identification No.)
organization)
3901 North First Street, San Jose, California 95134-1599
- - ----------------------------------------------------------------------
(address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 943-2600
---------------
NOT APPLICABLE
- - ----------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report)
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 at least the
past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
April 4, 1994 (all one class): 37,327,000
------------------------------------------
1
<PAGE>2
CYPRESS SEMICONDUCTOR CORPORATION
FORM 10-Q
Quarter Ended April 4, 1994
Index
Part I - Financial Information
- - --------------------------------
Item 1. Condensed Consolidated Financial Statements Pages 3 - 8
Item 2. Management's Discussion and Analysis Pages 9 - 11
Part II - Other Information
- - --------------------------------
Item 1. Legal Proceedings Page 12
Item 4. Stockholders' Meeting Page 12
Item 6. Exhibits and Reports on Form 8-K Page 12
2
<PAGE>3
<TABLE>
CYPRESS SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
<CAPTION>
April 4, January 3,
1994 1994
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 108,139 $ 37,657
Short-term investments 78,939 42,933
---------- ----------
Total cash, cash equivalents and
short-term investments 187,078 80,590
Accounts receivable, net of allowances of
$901 at April 4, 1994 and $1,347 at
January 3, 1994 53,258 46,247
Other receivables 5,942 7,957
Inventories 29,738 29,285
Other current assets 20,824 21,759
---------- ----------
Total current assets 296,840 185,838
Property, plant and equipment (net) 140,297 133,920
Other assets 22,138 20,890
---------- ----------
Total assets $ 459,275 $ 340,648
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 30,772 $ 26,024
Accrued liabilities 17,897 19,641
Deferred income on sales to distributors 9,126 8,851
Income taxes payable 10,356 6,671
---------- ----------
Total current liabilities 68,151 61,187
Convertible subordinated notes 92,293 --
Deferred income taxes 4,432 4,432
---------- ----------
Total liabilities 164,876 65,619
---------- ----------
Minority interest in subsidiaries 3,344 3,344
---------- ----------
3
<PAGE>4
CYPRESS SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
(Dollars in thousands)
(Unaudited)
April 4, January 3,
1994 1994
---------- ----------
<S> <C> <C>
Commitments and contingencies (Note 4)
Stockholders' equity:
Preferred stock, $.01 par value, 5,000,000
shares authorized; none issued and
outstanding -- --
Common stock, $.01 par value, 75,000,000
shares authorized; 42,100,000 and
40,973,000 issued; 37,327,000 and
36,200,000 outstanding 421 410
Additional paid-in capital 217,680 207,846
Retained earnings 119,038 109,513
---------- ----------
337,139 317,769
Less shares of common stock held in
treasury, at cost: 4,773,000 at
April 4, 1994 and January 3, 1994 (46,084) (46,084)
---------- ----------
Total stockholders' equity 291,055 271,685
---------- ----------
Total liabilities and stockholders'
equity $ 459,275 $ 340,648
========== ==========
See accompanying notes to condensed consolidated financial statements.
</TABLE>
4
<PAGE>5
<TABLE>
CYPRESS SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended
----------------------
April 4, March 29,
1994 1993
---------- ----------
<S> <C> <C>
Revenues $ 90,957 $ 69,710
---------- ----------
Costs and expenses:
Cost of revenues 51,216 41,583
Research and development 12,593 13,979
Marketing, general and administrative 13,033 10,674
---------- ----------
Total operating costs and expenses 76,842 66,236
---------- ----------
Operating income 14,115 3,474
Interest expense (27) (169)
Interest and other income 1,031 619
---------- ----------
Income before income taxes 15,119 3,924
Provision for income taxes (5,594) (1,475)
---------- ----------
Net income $ 9,525 $ 2,449
========== ==========
Net income per share $ 0.24 $ 0.07
========== ==========
Weighted average common and common
equivalent shares outstanding 40,301 37,554
========== ==========
See accompanying notes to condensed consolidated financial statements.
</TABLE>
5
<PAGE>6
<TABLE>
CYPRESS SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<CAPTION>
Three Months Ended
----------------------
April 4, March 29,
1994 1993
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 9,525 $ 2,449
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 11,074 10,675
Changes in operating assets and
liabilities:
Receivables (4,996) (3,313)
Inventories (453) 9,039
Other assets 925 998
Accounts payable and accrued liabilities 3,004 (5,829)
Deferred income 275 441
Income taxes payable and deferred income
taxes 3,685 2,802
---------- ----------
Net cash generated by operations 23,039 17,262
---------- ----------
Cash flows from investing activities:
Increase in short-term investments (36,006) (3,246)
Acquisition of property, plant and
equipment (16,151) (6,627)
---------- ----------
Net cash used for investing activities (52,157) (9,873)
---------- ----------
Cash flows from financing activities:
Repurchase of common stock -- (10,175)
Issuance of common stock 9,845 3,219
Other -- 65
Issuance of convertible subordinated notes 92,293 --
Deferred debt issuance costs (2,538) --
---------- ----------
Net cash provided (used) by financing
activities 99,600 (6,891)
---------- ----------
Net increase in cash and cash equivalents 70,482 498
Cash and cash equivalents, beginning of year 37,657 12,371
---------- ----------
Cash and cash equivalents, end of quarter $ 108,139 $ 12,869
========== ==========
See accompanying notes to condensed consolidated financial statements.
</TABLE>
6
<PAGE>7
CYPRESS SEMICONDUCTOR CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Interim Statements
In the opinion of management, the accompanying, unaudited condensed
consolidated financial statements contain all adjustments (consisting
solely of normal recurring adjustments) necessary to present fairly
the financial information included therein. While the Company
believes that the disclosures are adequate to make the information not
misleading, it is suggested that this financial data be read in
conjunction with the audited financial statements and notes thereto
for the year ended January 3, 1994 included in the Company's 1993
Annual Report on Form 10-K.
For interim financial reporting purposes, the Company reports on a
13-week quarter. The results of operations for the three month period
ended April 4, 1994 are not necessarily indicative of the results to
be expected for the full year.
2. Balance Sheet Components
April 4, January 3,
1994 1994
---------- ----------
Inventories:
Raw materials $ 8,486 $ 8,820
Work in process 13,873 13,103
Finished goods 7,379 7,362
---------- ----------
$ 29,738 $ 29,285
========== ==========
3. Net Income Per Share
Net income per share is computed using the weighted average number of
shares of outstanding common stock and common equivalent shares, when
dilutive. Common equivalent shares include shares issuable under the
Company's stock option plans as determined by the treasury stock
method. Fully diluted earnings per share is not significantly
different than primary earnings per share.
4. Impact of Litigation
In the normal course of business, the Company receives and makes
inquiries with regard to possible patent infringement. Where deemed
advisable, the Company may seek or extend licenses or negotiate
settlements.
7
<PAGE>8
Texas instruments (TI) has charged the Company and four other
semiconductor companies with infringement of two patents, primarily
covering the plastic encapsulation process used to package
semiconductor devices. This action was filed before the International
Trade Commission (ITC) in Washington, D.C., and in the U.S. District
Court in Dallas, Texas. The ITC has ruled that the plastic packaging
process known as "bottom gating" does infringe, but that "top gating,"
used now by the Company does not infringe TI's patent. The Company
contends that the patents are invalid. In March of 1993, the U.S.
District Court of Appeals for the Federal Circuit affirmed the ITC's
ruling. No trial date has been set in the U.S. District Court
regarding this matter.
In January and February 1992, the Company and certain of its officers
were named defendants in three purported class-action suits filed in
the U.S. District Court for the Northern District of California. The
suits filed are for alleged violations of the Securities Exchange Act
of 1934 and certain provisions of state law regarding disclosure of
short-term business prospects. In 1992, the three securities class-
action complaints were consolidated by the U.S. District Court of
Northern California. The trial date has been scheduled for June 5,
1995.
Cypress will vigorously defend itself in these matters. While the
outcome of such litigation and claims cannot be accurately predicted,
management believes that recorded reserves are adequate and these
actions should not have a material adverse impact on its financial
position. However, should the outcome of any of the actions be
unfavorable, Cypress may be required to pay damages and other
expenses, which could have a material adverse effect on the Company's
financial position, although management believes the possibility of
such effect is remote.
5. Convertible Subordinated Notes
On March 31, 1994, the Company completed a $110 million private
placement of 7-year discounted convertible subordinated debentures.
The debentures are due in the year 2001, with a coupon rate of 3.15
percent and a yield-to-maturity of 6.04 percent. The debentures are
convertible into approximately 3,969,600 shares of common stock and
are callable by the Company, three years from the date of issuance.
Net proceeds were $89.8 million, after issuance costs of $2.5 million.
Issuance costs will be amortized, using the interest rate method, over
the life of the debentures.
8
<PAGE>9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
- - --------------------------
Revenues for the quarter ended April 4, 1994 increased 30.5% over the
comparable period in 1993 growing to a record $91.0 million compared
to $69.7 million. The increase in revenues is attributed to volume
growth in the Static Memory and Datacommunications Divisions, and the
addition of the newly-formed Computation Products Division, consisting
primarily of IC Designs, Inc. and Performance Semiconductor
Corporation's FCT high-speed logic product line, which were purchased
by the Company in the fourth quarter of 1993.
The Company's cost of revenues as a percentage of revenues for the
quarter ended April 4, 1994 decreased to 56.4%, versus 59.6% in the
comparable period in 1993. The decrease in the Company's cost of
revenues is mainly due to continued improvement in assembly and test
manufacturing costs and faster manufacturing cycle times and increased
yields, as well as reduced costs in the domestic production wafer
fabrication facilities.
Research and development expenses were 13.8% of revenues in the
quarter ended April 4, 1994, versus 20.2% in the comparable period in
1993. The decrease in R&D is attributed primarily to the elimination
of significant R&D spending on the Company's subsidiary, Ross
Technology, Inc.(Ross) and the Company's strategy to focus on its "Top
Ten" projects and hold R&D spending to a slower growth rate than
revenue. Ross was subsequently sold in the second quarter of 1993 to
Fujitsu Limited.
Marketing, general and administrative expenses have decreased to 14.5%
of revenues in the first quarter of 1994, versus 15.3% in the
comparable period in 1993 primarily as a result of growing revenues
and controlling costs.
Operating income for the quarter ended April 4, 1994 was $14.1
million, or 15.5% of revenues, versus $3.5 million, or 5.0% of
revenues, in the comparable period in 1993. The increase in operating
income is attributed to revenue growth and improved margins resulting
from the Company's cost reduction strategy and a $2.8 million loss
recorded by Ross in the first quarter of 1993.
9
<PAGE>10
FACTORS AFFECTING FUTURE RESULTS:
- - -----------------------------------
A number of uncertainties exist that could have an impact on the
Company's future, including general economic conditions, the rate of
growth of the networking, computer and telecommunications market, and
the acceleration of new product introductions. The Company's products
continue to experience increased competition and as a result, are
subject to decreases in average selling prices. Typically, the
Company requires new orders in a quarter to meet that quarter's
revenue plan. In addition, the semiconductor industry is generally
characterized by a highly competitive, rapidly changing environment,
where results are often significantly impacted by the introduction of
new products, new manufacturing technologies, and rapid changes in the
demand for products which can lead to unpredictability in monthly
revenues. Due to the effect of these forces on the Company's future
operations, past performance should be only one indicator of future
performance and investors should not use historical trends to
anticipate results in future periods.
Current pending litigation and claims are set forth in Note 4 of the
Notes to Condensed Consolidated Financial Statements. The Company
will vigorously defend itself in these matters and, subject to the
inherent uncertainties of litigation and based upon discovery
completed to date, management believes that the possibility of a
material adverse impact on the Company's financial position as a
result of these matters is remote. However, should the outcome of any
of the actions be unfavorable, the Company may be required to pay
damages and other expenses, which could have a material adverse effect
on the Company's financial position. In addition, the Company could
be required to alter certain of its production processes or products
as a result of these matters.
LIQUIDITY AND CAPITAL RESOURCES:
- - ---------------------------------
The Company's financial condition remained strong throughout the first
quarter of 1994. Cash, cash equivalents and short-term investments
equalled $187.1 million at April 4, 1994, an increase of $106.5
million from the end of 1993. The primary reason for the increase in
cash was the $89.8 million net proceeds received from the private
placement of convertible subordinated notes. The proceeds will be used
for general corporate purposes, including expansion of the Company's
manufacturing capacity by adding a state-of-the-art wafer fabrication
facility at the same site as the current Cypress Minnesota plant in
Bloomington, Minnesota (Fab IV). Purchases of capital assets for the
remainder of 1994 are expected to be approximately $90.0 million.
10
<PAGE>11
The Company purchased $16.2 million in capital equipment during the
first quarter of 1994. A majority of the assets purchased will be
used to increase capacity in the Company's two domestic production
wafer fabrication facilities.
The Company may continue its stock repurchase plan whereby shares may
be repurchased from time to time. As of April 4, 1994, 4,773,000
shares have been repurchased under the current plan and there are a
total of 600,000 authorized shares remaining to be purchased. The
Company will utilize a portion of the repurchased shares for issuance
in connection with the Company's stock programs.
While the Company plans to fund working capital requirements through
existing capital resources and internally generated cash flow, the
Company may, based upon favorable market conditions, choose to raise
additional capital through the issuance of equity or debt securities
of the Company or its subsidiaries. The Company may also from time to
time consider using available funds to acquire complementary
technologies and businesses.
11
<PAGE>12
PART II - OTHER INFORMATION
ITEM 1. The information required by this item is included in Part I
in Note 4 of Notes to Condensed Consolidated Financial Statements.
ITEM 4. Stockholders' Meeting
On April 22, 1994, at the Company's Annual Meeting of Stockholders,
the nominated slate of directors was elected, the 1994 Stock Option
Plan was approved and the appointment of the independent accountants
was ratified. The results of the votes were as follows:
(1) Approval of Directors:
Total Votes
Total Votes For Withheld From
Each Director Each Director
--------------- ---------------
T.J. Rodgers 29,975,195 170,427
Pierre Lamond 29,978,785 166,837
Fred Bialek 29,865,674 279,948
Eric Benhamou 29,957,651 187,971
Jack L. Lewis 29,960,501 185,121
(2) Approval of the 1994 Stock Option Plan:
For 14,511,554 Against 10,384,999
Abstain 186,368 Broker Non-vote 5,062,701
(3) Ratification of the Appointment of Independent Accountants:
For 29,932,135 Against 139,947 Abstain 73,540
ITEM 6:
(a) Exhibits - None
(b) Reports on Form 8-K:
The Company reported on Form 8-K, dated March 17, 1994, the
announcement of a proposed private placement of up to $100
million of convertible subordinated notes.
12
<PAGE>13
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.
CYPRESS SEMICONDUCTOR CORPORATION
Date: May 12, 1994 /s/ T.J. Rodgers
----------------------- ---------------------------------
T.J. Rodgers
President and Chief Executive
Officer
/s/ Emmanuel Hernandez
---------------------------------
Emmanuel Hernandez
Vice President, Finance and
Administration and Chief Financial
Officer
13
