POWER INTEGRATIONS INC
10-Q, 2000-05-10
SEMICONDUCTORS & RELATED DEVICES
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================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 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 March 31, 2000
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 0-23441
                             ____________________

                           POWER INTEGRATIONS, INC.
            (Exact name of registrant as specified in its charter)

             DELAWARE                                            94-3065014
     (State or other jurisdiction of                          (I.R.S. Employer
     Incorporation or organization)                          Identification No.)

              477 N. Mathilda Avenue, Sunnyvale, California 94086
             (Address of principal executive offices)   (Zip code)
                                (408) 523-9200
             (Registrant's telephone number, including area code)


                         _____________________________
    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 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[_]

    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

             Class                               Outstanding at April 28, 2000
- -----------------------------------           ----------------------------------
   Common Stock, $.001 par value                        27,230,555 shares

================================================================================
<PAGE>

                           POWER INTEGRATIONS, INC.

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                               Page
<S>                                                                                            <C>
PART I.   FINANCIAL INFORMATION

     Item 1.  Financial Statements.

              Condensed Consolidated Balance Sheets                                              3

              Condensed Consolidated Statements of Operations                                    4

              Condensed Consolidated Statements of Cash Flows                                    5

              Notes To Condensed Consolidated Financial Statements                               6

     Item 2.  Management's Discussion and Analysis of Financial Condition and
              Results of Operations                                                             10

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk                        19

PART II.  OTHER INFORMATION

     Item 1.  Legal Proceedings                                                                 20

     Item 2.  Changes in Securities and Use of Proceeds                                         20

     Item 3.  Defaults upon Senior Securities                                                   20

     Item 4.  Submission of Matters to Vote of Security Holders                                 20

     Item 5.  Other Information                                                                 20

     Item 6.  Exhibits and Reports on Form 8-K                                                  20

SIGNATURES                                                                                      21
</TABLE>

TOPSwitch, TinySwitch and EcoSmart are trademarks of Power Integrations, Inc.

                                       2
<PAGE>

                        PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                           POWER INTEGRATIONS, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                (In thousands)

<TABLE>
<CAPTION>
                                                                                            March 31,       December 31,
                                                                                              2000             1999
                                                                                            ---------       -----------
                                                                                           (unaudited)
<S>                                                                                        <C>              <C>
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents........................................................       $ 33,398           $27,883
   Short-term investments...........................................................         29,997            33,789
   Accounts receivable..............................................................          8,760             9,682
   Inventories......................................................................         16,207            11,406
   Prepaid expenses and other current assets........................................          5,239             5,339
                                                                                           --------           -------
     Total current assets...........................................................         93,601            88,099
                                                                                           --------           -------

PROPERTY AND EQUIPMENT, net.........................................................         12,023            10,472
                                                                                           --------           -------
                                                                                           $105,624           $98,571
                                                                                           ========           =======

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Current portion of capitalized lease obligations.................................       $  1,023           $ 1,228
   Accounts payable.................................................................          6,585             6,524
   Accrued payroll and related expenses.............................................          2,403             3,994
   Taxes payable and other accrued liabilities......................................          1,403             1,818
   Deferred income on sales to distributors.........................................          3,266             3,366
                                                                                           --------           -------
     Total current liabilities......................................................         14,680            16,930
                                                                                           --------           -------

CAPITALIZED LEASE OBLIGATIONS, net of current portion...............................          1,188             1,393
                                                                                           --------           -------

STOCKHOLDERS' EQUITY:
   Common stock.....................................................................             27                26
   Additional paid-in capital.......................................................         70,075            65,553
   Stockholder notes receivable.....................................................            (76)             (201)
   Deferred compensation............................................................           (146)             (181)
   Cumulative translation adjustment................................................           (165)             (129)
   Retained earnings................................................................         20,041            15,180
                                                                                           --------           -------
     Total stockholders' equity.....................................................         89,756            80,248
                                                                                           --------           -------
                                                                                           $105,624           $98,571
                                                                                           ========           =======
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                                balance sheets.

                                       3
<PAGE>

                           POWER INTEGRATIONS, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)
                   (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                                                 Three Months Ended
                                                                                                     March 31,
                                                                                               ---------------------
                                                                                                2000          1999
                                                                                               -------       -------
<S>                                                                                            <C>           <C>
NET REVENUES:
  Product sales.........................................................................       $27,587       $20,446
  License fees and royalties............................................................           423           375
                                                                                               -------       -------
     Total net revenues.................................................................        28,010        20,821

COST OF REVENUES........................................................................        13,442         9,467
                                                                                               -------       -------

GROSS PROFIT............................................................................        14,568        11,354
                                                                                               -------       -------
OPERATING EXPENSES:
  Research and development..............................................................         3,055         2,336
  Sales and marketing...................................................................         3,408         2,475
  General and administrative............................................................         1,917         1,369
                                                                                               -------       -------
     Total operating expenses...........................................................         8,380         6,180
                                                                                               -------       -------

INCOME FROM OPERATIONS..................................................................         6,188         5,174

OTHER INCOME, net.......................................................................           755           584
                                                                                               -------       -------
INCOME BEFORE PROVISION FOR
 INCOME TAXES...........................................................................         6,943         5,758

PROVISION FOR INCOME TAXES..............................................................         2,082           864
                                                                                               -------       -------

NET INCOME..............................................................................       $ 4,861       $ 4,894
                                                                                               =======       =======
EARNINGS PER SHARE:
  Basic.................................................................................       $  0.18       $  0.19
                                                                                               =======       =======
  Diluted...............................................................................       $  0.17       $  0.18
                                                                                               =======       =======
SHARES USED IN PER SHARE CALCULATION:
  Basic.................................................................................        26,756        25,289
                                                                                               =======       =======
  Diluted...............................................................................        28,877        27,425
                                                                                               =======       =======
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       4
<PAGE>

                           POWER INTEGRATIONS, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)
                                (In thousands)

<TABLE>
<CAPTION>
                                                                                       Three Months Ended March 31,
                                                                                       ----------------------------
                                                                                          2000              1999
                                                                                       ----------        ----------
<S>                                                                                    <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.........................................................................       $ 4,861         $  4,894
Adjustments to reconcile net income to net cash provided by
 operating activities:
  Depreciation and amortization....................................................           861              751
  Deferred compensation expense....................................................            35               35
  Provision for (reduction in) accounts receivable and other allowances............          (281)             107
  Deferred income taxes............................................................            --           (1,440)
  Change in operating assets and liabilities:
     Accounts receivable...........................................................         1,201           (1,488)
     Inventories...................................................................        (4,801)             603
     Prepaid expenses and other current assets.....................................           100               30
     Accounts payable..............................................................            63              752
     Accrued liabilities...........................................................          (187)           1,538
     Deferred income on sales to distributors......................................          (100)            (300)
                                                                                          -------         --------
        Net cash provided by operating activities..................................         1,752            5,482
                                                                                          -------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment..............................................        (2,412)          (1,360)
  Purchases of short-term investments..............................................        (9,925)         (23,843)
  Proceeds from sales and maturities of short-term investments.....................        13,717            6,666
                                                                                          -------         --------
        Net cash provided by (used in) operating activities........................         1,380          (18,537)
                                                                                          -------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from issuance of common stock.......................................         2,668              767
  Proceeds from stockholder note repayment.........................................           125                5
  Principal payments under capitalized lease obligations...........................          (410)            (457)
                                                                                          -------         --------
        Net cash provided by financing activities..................................         2,383              315
                                                                                          -------         --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...............................         5,515          (12,740)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD...................................        27,883           24,176
                                                                                          -------         --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.........................................       $33,398         $ 11,436
                                                                                          =======         ========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
   FINANCING ACTIVITIES:

  Capitalized lease obligations incurred for property and equipment................       $    --         $  1,786
                                                                                          =======         ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest...........................................................       $    52         $     85
                                                                                          =======         ========
  Cash paid for income taxes.......................................................       $   625         $    282
                                                                                          =======         ========
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       5
<PAGE>

                           POWER INTEGRATIONS, INC.

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)

1.   BASIS OF PRESENTATION:

     The condensed consolidated financial statements include the accounts of
Power Integrations, Inc. (the Company), a Delaware corporation, and its wholly-
owned subsidiaries. Significant inter-company accounts and transactions have
been eliminated.

     While the financial information furnished is unaudited, the condensed
consolidated financial statements included in this report reflect all
adjustments (consisting only of normal recurring adjustments) which the Company
considers necessary for the fair presentation of the results of operations for
the interim periods covered and of the financial condition of the Company at the
date of the interim balance sheet. The results for interim periods are not
necessarily indicative of the results for the entire year. The condensed
consolidated financial statements should be read in conjunction with the Power
Integrations, Inc. consolidated financial statements for the year ended December
31, 1999 included in its Form 10-K.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 Cash and Cash Equivalents and Short-Term Investments

     The Company considers cash invested in highly liquid financial instruments
with an original maturity of three months or less to be cash equivalents. Cash
investments in highly liquid financial instruments with original maturities
greater than three months but not longer than fifteen months are classified as
short-term investments. As of March 31, 2000, the Company's short-term
investments consisted of U.S. Government backed securities, corporate commercial
paper and other high quality commercial and municipal securities, which were
classified as held to maturity and were valued using the amortized cost method
which approximates market.

 Revenue Recognition

     Product revenues consist of sales to original equipment manufacturers, or
OEMs, merchant power supply manufacturers and distributors. Revenues from
product sales to OEMs and merchant power supply manufacturers are recognized
upon shipment. Sales to distributors are made under terms allowing certain
rights of return and protection against subsequent price declines on the
Company's products held by the distributors. As a result of the Company's
distributor agreements, the Company defers recognition of revenue and the
proportionate costs of revenues derived from sales to distributors until the
distributors resell the Company's products to their customers. The margin
deferred as a result of this policy is reflected as "deferred income on sales to
distributors" in the accompanying condensed consolidated balance sheets.

 Estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

 Segment Reporting

   During 1998, the Company adopted Statement of Financial Accounting Standards
(SFAS) No. 131, "Disclosures About Segments of an Enterprise and Related
Information." SFAS No.131 requires a new basis of determining reportable
business segments, i.e., the management approach. This approach requires that
business segment information used by management to assess performance and manage
company resources be the source for information disclosure. On this basis, the
Company is organized and operates as one business segment, the design,
development, manufacture and marketing of proprietary, high-voltage, analog
circuits for use in the AC to DC power conversion market.

                                       6
<PAGE>

                           POWER INTEGRATIONS, INC.


       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

 New Accounting Standards

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards for derivative instruments,
hedging activities, and exposure definition. SFAS No. 133 requires companies to
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning after June 15, 2000.
The Company does not expect the adoption of SFAS No. 133 to have a material
impact on its consolidated results of operations and financial position.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." SAB 101 provides guidance on applying generally accepted accounting
principles to revenue recognition issues in financial statements. The Company
will adopt SAB 101 as required in the second quarter of 2000 and does not expect
such adoption to have a material impact on its consolidated results of
operations and financial position.

3.   INVENTORIES:

     Inventories are stated at the lower of cost (first-in, first-out) or
market. Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                       March 31,  December 31,
                                                         2000         1999
                                                      ------------------------
       <S>                                            <C>         <C>
       Raw materials.................................  $ 4,314      $ 4,039
       Work-in-process...............................    5,702        4,059
       Finished goods................................    6,191        3,308
                                                       -------      -------
                                                       $16,207      $11,406
                                                       =======      =======
</TABLE>

4.   SIGNIFICANT CUSTOMERS AND EXPORT SALES:

 Customer Concentration

     The Company's end user base is highly concentrated and a relatively small
number of OEMs and distributors accounted for a significant portion of the
Company's net revenues. For the three months ended March 31, 2000 and 1999, ten
customers accounted for approximately 69% and 70% of total net revenues,
respectively.

     The following customers accounted for more than 10% of total net revenues:

<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                                  March 31,
          Customer                                           2000        1999
          --------                                          --------------------
          <S>                                               <C>         <C>
          A..............................................    20%         23%
          B..............................................     *          12%
</TABLE>

_______________
*  less than 10% or no sales

                                       7
<PAGE>

                           POWER INTEGRATIONS, INC.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

 Export Sales

     The Company markets its products in North America and in foreign countries
through its sales personnel and a worldwide network of independent sales
representatives and distributors. As a percentage of total net revenues, export
sales, which consist of domestic sales to customers in foreign countries, are
comprised of the following:

<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                                 March 31,
                                                              2000        1999
                                                             ------------------
       <S>                                                   <C>         <C>
       Western Europe.....................................     21%         16%
       Hong Kong/China....................................     20%         25%
       Taiwan.............................................     17%         12%
       Korea..............................................     12%         17%
       Japan..............................................      2%          3%
       Other..............................................      9%          8%
                                                              ----        ----
            Total foreign.................................     81%         81%
                                                              ====        ====
</TABLE>

 Product Sales

     For the three months ended March 31, 2000 and 1999, sales of TOPSwitch
products accounted for 98% and 96% of total net revenues, respectively.
TOPSwitch products include TOPSwitch, TOPSwitch II and TinySwitch.

5.   EARNINGS PER SHARE:

     Earnings per share are calculated in accordance with SFAS No. 128 "Earnings
per Share." SFAS No. 128 requires companies to compute earnings per share under
two different methods (basic and diluted). Basic earnings per share are
calculated by dividing net income by the weighted average shares of common stock
outstanding during the period. Diluted earnings per share are calculated by
dividing net income by the weighted average shares of outstanding common stock
and common stock equivalents during the period. Common stock equivalents
included in the diluted calculation consist of dilutive shares issuable upon the
exercise of outstanding common stock options and warrants computed using the
treasury stock method.

     The following table sets forth the calculation of basic and diluted
earnings per share (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                March 31,
                                                            --------------------
                                                               2000        1999
                                                            ---------    -------
<S>                                                         <C>          <C>
Basic earnings per share:
  Net income..............................................   $ 4,861     $ 4,894
                                                             -------     -------
  Weighted average common shares..........................    26,756      25,289
                                                             -------     -------
     Basic earnings per share.............................   $  0.18     $  0.19
                                                             =======     =======

Diluted earnings per share:
  Net income..............................................   $ 4,861     $ 4,894
                                                             -------     -------
  Weighted average common shares..........................    26,756      25,289
  Weighted average common share equivalents:
     Options..............................................     2,066       1,841
     Warrants.............................................        --         249
     Employee stock purchase plan.........................        55          46
                                                             -------     -------
  Diluted weighted average common shares..................    28,877      27,425
                                                             -------     -------
        Diluted earnings per share........................   $  0.17     $  0.18
                                                             =======     =======
</TABLE>

                                       8
<PAGE>

                           POWER INTEGRATIONS, INC.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

6.   PROVISION FOR INCOME TAXES:

     Income tax expense for the three-month periods ended March 31, 2000 and
1999 includes a provision for Federal, state and foreign taxes based on the
annual estimated effective tax rate applicable to the Company and its
subsidiaries for the year. The difference between the statutory rate and the
Company's effective tax rate for the quarter ended March 31, 2000 is primarily
due to the beneficial impact of international sales, research and development
credits and Federal tax exempt investments.

7.   LEGAL PROCEEDINGS:

     In July 1998, the Company filed a complaint for patent infringement in the
U.S. District Court, Northern District of California, against its largest end
user, Motorola. In August 1998, the Company voluntarily dismissed the complaint,
and filed a new complaint in the U.S. District Court, District of Delaware,
alleging that Motorola has infringed and continues to infringe two of the
Company's circuit patents. In October 1998, Motorola asserted various
counterclaims against the Company, alleging that the Company is infringing
certain of Motorola's patents.

     Trial of this action was held in October 1999. On October 15, 1999, the
jury returned a unanimous verdict in favor of the Company. The jury determined
that Motorola had willfully infringed one of the Company's patents and awarded
the Company $32.3 million in compensatory damages. The jury also found that the
Company had not infringed any of the asserted Motorola patents and that two of
the Motorola patents were invalid. In March 2000, the Company and Motorola
entered into a settlement agreement. Pursuant to the settlement agreement, the
court has issued a permanent injunction prohibiting Motorola from selling the
ICs that were the subject of the lawsuit. Additionally, the Company will not
collect the money judgment from Motorola and will continue for a two-year term
as a preferred supplier of high-voltage power conversion ICs for cellular
phone chargers that Motorola manufacturers. The companies will work more
closely together to develop future generations of cellular phone chargers for
Motorola.

                                       9
<PAGE>

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

     This Management's Discussion and Analysis of Financial Condition and
Operating results includes a number of forward-looking statements which reflect
our current views with respect to future events and financial performance. These
forward-looking statements are subject to certain risks and uncertainties,
including those discussed in the "Risk Factors" and elsewhere in this report,
that could cause actual results to differ materially from historical results or
those anticipated. In this report, the words "anticipates," "believes,"
"expects," "future," "intends," and similar expressions identify forward-looking
statements. We caution you not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report.

     The following management's discussion and analysis of financial condition
and results of operations should be read in conjunction with management's
discussion and analysis of financial condition and results of operations
included in our Form 10-K for the year ended December 31, 1999.

Overview

     We design, develop, manufacture and market proprietary, high-voltage,
analog integrated circuits, or ICs, for use in AC to DC power conversion
markets. We have targeted high-volume power supply markets, including the
cellular telephone, personal computer, cable and direct broadcast satellite and
various consumer and industrial electronics markets. Our initial focus is on
those markets that are sensitive to size, portability, energy efficiency and
time-to-market. We believe our patented TOPSwitch ICs, introduced in 1994, are
the first highly integrated power conversion ICs to achieve widespread market
acceptance. We introduced an enhanced family of ICs, TOPSwitch-II, in April
1997. In September 1998, we announced the TinySwitch family of integrated
circuits for power supplies used in a broad range of electronic products.
TinySwitch ICs - incorporating our new EcoSmart technology - enable a new class
of light, compact, energy-efficient power supplies. This new family of ICs is
designed to reduce energy leakage from power supplies. In March 2000, we
introduced the TOPSwitch-FX family of products, which also incorporates our
EcoSmart technology to help engineers meet the growing need for environmentally
friendly power solutions. We believe this new family of ICs gives power supply
design engineers the ability to cost effectively integrate additional
functionality into the power supplies they design.

                                       10
<PAGE>

Results of Operations

     The following table sets forth certain operating data as a percentage of
total net revenues for the periods indicated.

<TABLE>
<CAPTION>
                                                              Percentage of
                                                          Total Net Revenues for
                                                          Three Months Ended
                                                               March 31,
                                                          ----------------------
                                                            2000         1999
                                                          --------    ---------
<S>                                                       <C>         <C>
Net revenues:
  Product sales.........................................    98.5%        98.2%
  Royalties.............................................     1.5          1.8
                                                           -----        -----
     Total net revenues.................................   100.0        100.0
Cost of revenues........................................    48.0         45.5
                                                           -----        -----
Gross profit............................................    52.0         54.5
                                                           -----        -----
Operating expenses:
  Research and development..............................    10.9         11.2
  Sales and marketing...................................    12.2         11.9
  General and administrative............................     6.8          6.6
     Total operating expenses...........................    29.9         29.7
                                                           -----        -----
Income from operations..................................    22.1         24.8
Other income, net.......................................     2.7          2.8
                                                           -----        -----
Income before provision for income taxes................    24.8         27.6
Provision for income taxes..............................     7.4          4.1
                                                           -----        -----
Net income..............................................    17.4%        23.5%
                                                           =====        =====
</TABLE>

Comparison of the Three Months Ended March 31, 2000 and 1999


     Net revenues.   Net revenues consist of revenues from product sales, which
are calculated net of returns and allowances, plus license fees and royalties
paid by licensees of our technology. Net revenues for the first quarter ended
March 31, 2000 were $28.0 million compared to $20.8 million for the first
quarter of 1999, an increase of $7.2 million, or 35%.

     Net revenues from product sales represented $27.6 million and $20.4 million
in the first quarter of 2000 and 1999, respectively. The increase in net
revenues from product sales for the three months ended March 31, 2000 was due
primarily to strong demand for our products in the cellular phone charger and
set top box decoder charger markets, which together accounted for approximately
60% of the increase. Higher sales volume of the TOPSwitch family of products
across a larger customer base also contributed to the increase. In total, sales
of our TOPSwitch and TinySwitch products accounted for approximately 98% of net
product revenues in the quarter ended March 31, 2000. Revenue from royalties was
$423,000 for the first quarter of 2000, compared to $375,000 for the first
quarter of 1999.

     International sales were $22.8 million in the first quarter of 2000
compared to $16.8 million for the same period in 1999, an increase of $6.0
million, or 36%, which represented 81% of our net revenues in both quarters.
Although the power supplies using our products are designed and distributed
worldwide, most of these power supplies are manufactured in Asia. As a result,
sales to this region were 60% and 64% of product sales for the three months
ended March 31, 2000 and 1999, respectively. We expect international sales to
continue to account for a large portion of our net revenues.

     Direct sales for the first quarter of 2000 were divided approximately 47%
to distributors and 53% to OEMs and power supply merchants, compared to
approximately 45% to distributors and 55% to OEMs and power supply

                                       11
<PAGE>

merchants for the same quarter in 1999. For the quarter ended March 31, 2000,
sales to one customer accounted for 20% of net revenues, and for the quarter
ended March 31, 1999, that same customer accounted for 23% of net revenues and
another customer accounted for 12% of net revenues.

     The exact dollar amounts and percentages of sales to end customers are
difficult to ascertain because most of those sales occur through distributors or
indirectly through sales to merchant power supply manufacturers which, in turn,
sell power supplies to OEMs. However, we estimate that direct and indirect sales
to Motorola, who is our largest end user, accounted for approximately 15% and
17% of net revenues for the quarters ended March 31, 2000 and 1999,
respectively. Direct sales to Motorola were approximately 8% and 12% of our net
revenues for the quarters ended March 31, 2000 and 1999, respectively.

     Cost of revenues; Gross profit. Gross profit is equal to net revenues less
cost of revenues. Our cost of revenues consists primarily of costs associated
with the purchase of wafers, the assembly and packaging of our products, and
internal labor and overhead associated with the testing of both wafers and
packaged components. Gross profit for the first quarter of 2000 was $14.6
million, or 52%, of net revenues, compared to $11.4 million, or 54.5%, of net
revenues for the same period in 1999. The decrease in gross profit percentage
for the three months ended March 31, 2000 was primarily due to the adverse
impact of increased customer pricing pressure and the increase in wafer costs
from a stronger yen, partially offset by improved manufacturing productivity,
reduced material pricing, and better manufacturing yields due to improved test
equipment. We cannot assure you that these or other factors will have a
favorable impact on our gross profit in future periods.

     Research and development expenses.  Research and development expenses
consist primarily of employee-related expenses, expensed material and facility
costs associated with the development of new processes and new products. We also
expense prototype wafers and mask sets related to new products as research and
development costs until new products are released to production. Research and
development expenses for the first quarter of 2000 were $3.1 million compared to
$2.3 million for the same period in 1999, an increase of $719,000, or 31%,
which represented 10.9% and 11.2% of our net revenues, respectively. The
increase in absolute dollars for the three months ended March 31, 2000 was
primarily due to increased salaries and other costs related to the hiring of
additional engineering personnel. We expect research and development expenses to
continue to increase in absolute dollars but to fluctuate as a percentage of our
net revenues.

     Sales and marketing expenses.  Sales and marketing expenses consist
primarily of employee-related expenses, commissions to sales representatives and
facilities expenses, including expenses associated with our regional sales and
support offices. Sales and marketing expenses for the first quarter of 2000 were
$3.4 million compared to $2.5 million for the same period in 1999, an increase
of $933, 000, or 38%, which represented 12.2% and 11.9% of our net revenues,
respectively. The increase in absolute dollars for the three months ended March
31, 2000 was primarily a result of the addition of personnel to support
increased sales, and to increase the availability of field application
engineers. There was also an increase in sales commissions as a result of
increased sales. We expect that sales and marketing expenses will continue to
increase in absolute dollars but will fluctuate as a percentage of our net
revenues.

     General and administrative expenses.  General and administrative expenses
consist primarily of employee-related expenses for administration, finance,
human resources and general management, and consulting, outside services, legal
and auditing expenses. For the quarters ended March 31, 2000 and 1999, general
and administrative expenses were $1.9 million and $1.4 million, respectively,
which represented 6.8% and 6.6% of our net revenues, respectively. This increase
in spending is primarily attributable to increased professional and legal
expenses related to the settlement of our patent infringement lawsuit filed
against Motorola. We expect general and administrative expenses to decline in
the second quarter reflecting lower professional and legal expenses following
the settlement of the lawsuit. Subsequent to the second quarter, we expect
general and administrative expenses to continue to increase in absolute dollars,
but to fluctuate as a percentage of our net revenues.

   Other income, net.  Other income, net, for the first quarter of 2000
increased by $171,000 over the same period in 1999. The increase for the three
months ended March 31, 2000 was due primarily to additional interest income from
an increase in cash, cash equivalents and short-term investments in 2000.

   Provision for income taxes.  Provision for income taxes represents Federal,
state and foreign taxes. The provision for income taxes was $2.1 million for the
first quarter of 2000 compared to $864,000 for the same period

                                       12
<PAGE>

in 1999. The estimated effective tax rate for 2000 is 30% compared to 15% used
in the first quarter of 1999. The lower tax rate in 1999 reflected the benefit
of net operating loss carryforwards, all of which were used by December 31,
1999. The difference between the statutory rate and our effective tax rate for
2000 is primarily due to the beneficial impact of international sales, research
and development credits and Federal tax exempt investments.

Liquidity and Capital Resources

     At March 31, 2000, we had approximately $63.4 million in cash, cash
equivalents and short-term investments. In addition, under a revolving line of
credit agreement with Union Bank of California, we can borrow up to $10.0
million. A portion of the credit line is used to cover advances for commercial
letters of credit and standby letters of credit, which we provide to Matsushita
and OKI prior to the shipment of wafers by the foundries to us. The balance of
this credit line is unused and available. The line of credit agreement contains
financial covenants and requires that we maintain profitability on a quarterly
basis and not pay or declare dividends without the bank's prior consent. We have
financed a significant portion of our machinery and equipment through capital
equipment leases. There was no additional equipment financing during the three
months ended March 31, 2000.

     As of March 31, 2000, we had working capital, defined as current assets
less current liabilities, of approximately $78.4 million, which was an increase
of approximately $7.8 million over December 31, 1999. Our operating activities
generated cash of $1.8 million and $5.5 million in the quarters ended March 31,
2000 and 1999, respectively. Cash generated in the first quarter of 2000 was
principally the result of net income in the amount of $4.9 million, depreciation
and amortization, and a decrease in accounts receivable, partially offset by an
increase in inventory. Cash generated in the first quarter of 1999 was
principally the result of net income of $4.9 million and an increase in accrued
liabilities; offset by increases in accounts receivable and deferred taxes.

     Our investing activities were a net transfer from short-term investments to
cash and cash equivalents of $3.8 million in the quarter ended March 31, 2000
and a net transfer from cash and cash equivalents to short-term investments of
$17.2 million in the quarter ended March 31, 1999. Purchases of property and
equipment were $2.4 million and $1.4 million in the quarters ended March 31,
2000 and 1999, respectively.

     We believe that cash generated from operations, together with existing
sources of liquidity, will satisfy our projected working capital and other cash
requirements for at least the next 12 months.

New Accounting Standards

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, hedging activities, and exposure
definition. SFAS No. 133 requires companies to recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. SFAS No. 133 is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. We do not expect that
the adoption of SFAS No. 133 will have a material impact on our consolidated
results of operations and financial position.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." SAB 101 provides guidance on applying generally accepted accounting
principles to revenue recognition issues in financial statements. We will adopt
SAB 101 as required in the second quarter of 2000 and do not expect such
adoption to have a material impact on our consolidated results of operations and
financial position.

Factors That May Affect Future Results of Operations

     In addition to the other information in this Report, the following factors
should be considered carefully in evaluating our business before purchasing
shares of our stock.

     Our quarterly operating results are volatile and difficult to predict. If
we fail to meet the expectations of public market analysts or investors, the
market price of our common stock may decrease significantly. Our net

                                       13
<PAGE>

revenues and operating results have varied significantly in the past, are
difficult to forecast, are subject to numerous factors both within and outside
of our control, and may fluctuate significantly in the future. As a result, our
quarterly operating results will likely fall below the expectations of public
market analysts or investors. If that occurs, the price of our stock may
decline.

     Some of the factors that could affect our operating results include the
following:

          .    the volume and timing of orders received from customers;
          .    the volume and timing of orders placed by us with our foundries;
          .    changes in product mix including the impact of new product
               introduction on existing products;
          .    our ability to develop and bring to market new products and
               technologies on a timely basis;
          .    the timing of investments in research and development and sales
               and marketing;
          .    cyclical semiconductor industry conditions; and
          .    fluctuations in exchange rates, particularly the exchange rates
               between the U.S. dollar and the Japanese yen.

     Our quarterly results may be subject to seasonality. Historically, our
revenues are strongest in our third and fourth quarters, due to what we believe
are seasonal factors attributed to the high volume consumer markets for the end
products into which our ICs are sold. Our revenues have then followed a pattern
of being sequentially linear or somewhat down in the first and second quarters
of the next year.

     We do not have long-term contracts with any of our customers and if they
fail to place, or if they cancel or reschedule orders for our products, our
operating results and business may suffer. Our business is characterized by
short-term customer orders and shipment schedules. The ordering patterns of some
of our existing large customers have been unpredictable in the past and we
expect that customer-ordering patterns will continue to be unpredictable in the
future. Not only does the volume of units ordered by particular customers vary
substantially from period to period, but also purchase orders received from
particular customers often vary substantially from early oral estimates provided
by those customers for planning purposes. In addition, customer orders can be
canceled or rescheduled without significant penalty to the customer. In the past
we have experienced customer cancellations of substantial orders for reasons
beyond our control, and significant cancellations could occur again at any time.

     We depend on Motorola for a significant portion of our net revenues and if
we lose Motorola as a customer, our operating results will suffer. For the
quarter ended March 31, 2000, direct sales to Motorola accounted for
approximately 8% of our net revenues. Indirect sales, through power supply
merchants, which incorporate our ICs into the products they produce for
Motorola, accounted for approximately 7% of our net revenues. For the quarter
ended March 31, 1999, direct sales and indirect sales to Motorola accounted for
approximately 12% and 5% of our net revenues, respectively. We expect that our
operating results, in part, will depend on our direct and indirect sales to
Motorola for the foreseeable future. In addition if Motorola continues to shift
from higher end to lower end cellular phones that use older technology chargers
which do not use our ICs, our direct and indirect sales to Motorola will be
adversely impacted.

     Intense competition in the high-voltage power supply industry may lead to a
decrease in the average selling price and reduced sales volume of our products,
which may harm our business.  The high-voltage power supply industry is
intensely competitive and characterized by significant price erosion. Our
products face competition from alternative technologies, including traditional
linear transformers and discrete switcher power supplies. If the price of
competing products decreases significantly, the cost effectiveness of our
products will be adversely affected. If power requirements for applications in
which our products are currently utilized, including battery chargers for
cellular telephones, drop below current power levels, these older alternative
technologies can be used more cost effectively than our TOPSwitch-based
switchers.

                                       14
<PAGE>

     We cannot assure you that our products will continue to compete favorably
or that we will be successful in the face of increasing competition from new
products and enhancements introduced by existing competitors or new companies
entering this market. We believe our failure to compete successfully in the
high-voltage power supply business, including our ability to introduce new
products with higher average selling prices, would materially harm our operating
results.

     If demand for our products declines in the cellular phone battery charger
and desktop personal computer stand-by markets, our net revenues will decrease.
Applications of our products in the cellular phone battery chargers and desktop
personal computer, or PC, stand-by markets have and should continue to account
for a significant portion of our net revenues. We expect that our net revenues
and operating results will continue to be substantially dependent upon these
markets for the foreseeable future. The cellular phone and desktop PC markets
can be highly cyclical and have been subject to significant economic downturns
at various times. Any significant downturn in these markets could cause our net
revenues to decline and the price of our stock to fall. In addition,
technological advances in these markets may reduce demand for our products.

     Because the sales cycle for our products can be lengthy, we may incur
substantial expenses before we generate significant revenues, if any.  Our
products are generally incorporated into a customer's products at the design
stage. However, customer decisions to use our products, commonly referred to as
design wins, which can often require us to expend significant research and
development and sales and marketing resources without any assurance of success,
often precede volume sales, if any, by a year or more. The value of any design
win will largely depend upon the commercial success of the customer's product.
We cannot assure you that we will continue to achieve design wins or that any
design win will result in future revenues. If a customer decides at the design
stage not to incorporate our products into its product, we may not have another
opportunity for a design win with respect to that product for many months or
years.

     Our products must meet exacting specifications, and undetected defects and
failures may occur which may cause customers to return or stop buying our
products.  Our customers generally establish demanding specifications for
quality, performance and reliability that our products must meet. ICs as complex
as those we sell often encounter development delays and may contain undetected
defects or failures when first introduced or after commencement of commercial
shipments. We have from time to time in the past experienced product quality,
performance or reliability problems. If defects and failures occur in our
products, we could experience lost revenue, increased costs, including warranty
expense and costs associated with customer support, delays in or cancellations
or rescheduling of orders or shipments and product returns or discounts, any of
which would harm our operating results.

     We depend on third-party suppliers to provide us with wafers for our
products and if they fail to provide us sufficient wafers, our business will
suffer. We have supply arrangements for the production of wafers with Matsushita
and OKI. Although certain aspects of our relationships with Matsushita and OKI
are contractual, many important aspects of these relationships depend on their
continued cooperation and, in many instances, their course of conduct deviates
from the literal provisions of the contracts. We cannot assure you that we will
continue to work successfully with Matsushita or OKI in the future, that they
will continue to provide us with sufficient capacity at their foundries to meet
our needs, or that either of them will not seek an early termination of its
wafer supply agreement with us. We are currently in negotiations on a new
agreement with Matsushita, but we cannot assure you that we will be able to
agree on a new contract with Matsushita. Our current agreement expires in June
2000, and if we cannot extend our agreement with Matsushita, our net revenues
may decline. We estimate that it would take 9 to 12 months from the time we
identified an alternate manufacturing source before that source could produce
wafers with acceptable manufacturing yields in sufficient quantities to meet our
needs.

     Although we provide Matsushita and OKI with rolling forecasts of our
production requirements, their ability to provide wafers to us is limited by the
available capacity of the foundry in which they manufacture wafers for us. An
increased need for capacity to meet internal demands or demands of other
customers could cause Matsushita and OKI to reduce capacity available to us.
Matsushita and OKI may also require us to pay amounts in excess of contracted or
anticipated amounts for wafer deliveries or require us to make other concessions
in order to acquire the wafer supply necessary to meet our customers'
requirements. Any of these concessions could harm our business.

                                       15
<PAGE>

     If our third-party suppliers and independent subcontractors do not produce
our wafers and assemble our finished products at acceptable yields, our net
revenues may decline.  We depend on Matsushita and OKI to produce wafers, and
independent subcontractors to assemble finished products, at acceptable yields
and to deliver them to us in a timely manner. The failure of Matsushita or OKI
to supply us wafers at acceptable yields could prevent us from selling our
products to our customers and would likely cause a decline in our net revenues.
In addition, our IC assembly process requires our manufacturers to use a high-
voltage molding compound available from only one vendor, which is difficult to
process. This compound and its required processes, together with the other non-
standard materials and processes needed to assemble our products, require a more
exacting level of process control than normally required for standard packages.
Unavailability of the sole source compound or problems with the assembly process
can materially adversely affect yields and cost to manufacture. We cannot assure
you that acceptable yields will be maintainable in the future.

     Matsushita has licenses to our technology, which it may use to our
detriment. Our ability to take advantage of the potentially large Japanese
market for our products is largely dependent on Matsushita and its ability to
promote and deliver our products. Pursuant to our agreement with Matsushita,
Matsushita has the right to manufacture and sell products using our technology
to Japanese companies worldwide and to subsidiaries of Japanese companies
located in Asia. In addition, we have agreed not to sell our products in Japan
to new customers. Although we receive royalties on Matsushita's sales, these
royalties are substantially lower than the gross profit we would receive on
direct sales. We cannot assure you that Matsushita will not use the technology
rights we have granted it to develop or market competing products following any
termination of its relationship with us or after termination of Matsushita's
royalty obligation to us.

     Our international sales activities subject us to substantial risks. Sales
to customers outside of the United States account for a large portion of our net
revenues. These sales involve a number of risks to us, including:

          .    potential insolvency of international distributors and
               representatives;

          .    reduced protection for intellectual property rights in some
               countries;

          .    the impact of recessionary environments in economies outside the
               United States;

          .    tariffs and other trade barriers and restrictions; and

          .    the burdens of complying with a variety of foreign laws.

     Our failure to adequately address these risks could reduce our
international sales, which would materially adversely affect our operating
results. Furthermore, because substantially all of our foreign sales are
denominated in U.S. dollars, increases in the value of the dollar increase the
price in local currencies of our products in foreign markets and make our
products relatively more expensive and less price competitive than competitors'
products that are priced in local currencies.

     If our efforts to enhance existing products and introduce new products are
not successful, we may not be able to generate demand for our products. Our
success depends in significant part upon our ability to develop new ICs for
high-voltage power conversion for existing and new markets, to introduce these
products in a timely manner and to have these products selected for design into
products of leading manufacturers. If we fail to develop and sell new products
in a timely manner, our net revenues could decline.

     We cannot be sure that we will be able to adjust to changing market demands
as quickly and cost-effectively as necessary to compete successfully.
Furthermore, we cannot assure you that we will be able to introduce new products
in a timely and cost-effective manner or in sufficient quantities to meet
customer demand or that these products will achieve market acceptance. Our or
our customers' failure to develop and introduce new products successfully and in
a timely manner would harm our business and may cause the price of our common
stock to fall.

                                       16
<PAGE>

In addition, customers may defer or return orders for existing products in
response to the introduction of new products. Although we maintain reserves
against returns, we cannot assure you that these reserves will be adequate.

     If our products do not penetrate additional markets, our business will not
grow as we predict.  We believe that our future success depends in part upon our
ability to penetrate additional markets for our products. We cannot assure you
that we will be able to overcome the marketing or technological challenges
necessary to do so. To the extent that a competitor penetrates additional
markets before we do, or takes market share from us in our existing markets, our
net revenues and financial condition could be materially adversely affected.

     If we are unable to adequately protect or enforce our intellectual property
rights, we could lose market share, incur costly litigation expenses or lose
valuable assets.  Our success depends upon our ability to protect our
intellectual property, including patents, trade secrets, and know-how, and to
continue our technological innovation. We cannot assure you that the steps we
have taken to protect our intellectual property will be adequate to prevent
misappropriation or that others will not develop competitive technologies or
products. From time to time we have received, and we may receive in the future,
communications alleging possible infringement of patents or other intellectual
property rights of others. Litigation, which could result in substantial cost to
us, may be necessary to enforce our patents or other intellectual property
rights or to defend us against claimed infringement of the rights of others. The
failure to obtain necessary licenses or other rights or litigation arising out
of infringement claims could cause us to lose market share and harm our
business.

     Moreover, the laws of some foreign countries in which our technology is or
may in the future be licensed may not protect our intellectual property rights
to the same extent as the laws of the United States, thus increasing the
possibility of infringement of our intellectual property.

     We must attract and retain qualified personnel to be successful and
competition for qualified personnel is intense in our market.  Our success
depends to a significant extent upon the continued service of our executive
officers and other key management and technical personnel, and on our ability to
continue to attract, retain and motivate qualified personnel, such as
experienced systems applications engineers. The competition for these employees
is intense, particularly in Silicon Valley. The loss of the services of one or
more of our engineers, executive officers or other key personnel or our
inability to recruit replacements for these individuals or to otherwise attract,
retain and motivate qualified personnel could harm our business. We do not have
long-term employment contracts with, and we do not have in place key person life
insurance policies on, any of our employees.

     Our recent growth has strained our resources and if we fail to successfully
manage this growth, we may lose customers.  We have experienced a period of
rapid growth and expansion, which has placed, and continues to place, a
significant strain on our resources. Relationships with our customers generally
require significant engineering support. A significant increase in the number of
customers using our technology will increase the strain on our resources,
particularly our engineers. These strains may result in delays or difficulties
in our research and development process, which could impede our ability to
develop future generations of our products and to remain competitive. In
addition, any future periods of rapid growth or expansion could be expected to
place a significant strain on our limited managerial, financial and engineering
resources.

     We have adopted anti-takeover measures, which may make it more difficult
for a third party to acquire us. Our board of directors has the authority to
issue up to 3,000,000 shares of preferred stock and to determine the price,
rights, preferences and privileges of those shares without any further vote or
action by the stockholders. The rights of the holders of common stock will be
subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future. The issuance of shares of
preferred stock, while potentially providing flexibility in connection with
possible acquisitions and for other corporate purposes, could have the effect of
making it more difficult for a third party to acquire a majority of our
outstanding voting stock. We have no present intention to issue shares of
preferred stock.

     In February 1999, our board of directors adopted a preferred stock purchase
rights plan intended to guard against hostile takeover tactics. The adoption of
this plan was not in response to any proposal to acquire us, and the

                                       17
<PAGE>

board is not aware of any such effort. The existence of this plan could have the
effect of making it more difficult for a third party to acquire a majority of
our outstanding voting stock.

     The future trading price of our common stock could be subject to wide
fluctuations in response to a variety of factors.  The price of our common stock
has been, and is likely to be, volatile. Factors including future announcements
concerning us or our competitors, quarterly variations in operating results,
announcements of technological innovations, the introduction of new products or
changes in our product pricing policies or those of our competitors, proprietary
rights or other litigation, changes in earnings estimates by analysts and other
factors could cause the market price of our common stock to fluctuate
substantially. In addition, stock prices for many technology companies fluctuate
widely for reasons, which may be unrelated to operating results. These
fluctuations, as well as general economic, market and political conditions, may
harm the market price of our common stock.

                                       18
<PAGE>

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS.

     There has not been a material change in our exposure to interest rate and
foreign currency risks since the date of our 1999 Form 10-K.

     Interest Rate Risk. Our exposure to market risk for changes in interest
rates relate primarily to our investment portfolio. We do not use derivative
financial instruments in our investment portfolio. We invest in high-credit
quality issuers and, by policy, limit the amount of credit exposure to any one
issuer. As stated in our policy, we ensure the safety and preservation of our
invested principal funds by limiting default risk, market risk and reinvestment
risk. We mitigate default risk by investing in safe and high-credit quality
securities and by constantly positioning our portfolio to respond appropriately
to a significant reduction in a credit rating of any investment issuer,
guarantor or depository. The portfolio includes only marketable securities with
active secondary or resale markets to ensure portfolio liquidity.

     The table below presents principal amounts and related weighted average
interest rates for our investment portfolio at March 31, 2000. All investments
mature, by policy, in 15 months or less.

(in thousands, except average interest rates)

<TABLE>
<CAPTION>
                                                                         Average
                                                              Carrying  Interest
                                                               Amount     Rate
                                                              --------  --------
<S>                                                           <C>       <C>
Cash Equivalents:
  Tax-exempt securities.....................................   $25,200    4.03%
                                                               -------    ----

       Total cash equivalents...............................    25,200    4.03%
                                                               -------    ----

Short-term Investments:
  U.S. corporate securities.................................     7,069    5.26%
  Foreign securities........................................     2,063    5.03%
  Tax-exempt securities.....................................    19,924    3.87%
                                                               -------    ----

       Total short-term investments.........................    29,056    4.28%
                                                               -------    ----

       Total investment securities..........................   $54,256    4.17%
                                                               =======    ====
</TABLE>

     Foreign Currency Exchange Risk. We transact business in various foreign
countries. Our primary foreign currency cash flows are in Japan and Western
Europe. Currently, we do not employ a foreign currency hedge program utilizing
foreign currency forward exchange contracts as the foreign currency transactions
and risks to date have not been significant.

                                       19
<PAGE>

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     In July 1998, we filed a complaint for patent infringement in the U.S.
District Court, Northern District of California, against our largest end user,
Motorola. In August 1998, we voluntarily dismissed the complaint, and filed a
new complaint in the U.S. District Court, District of Delaware, alleging that
Motorola has infringed and continues to infringe two of our circuit patents. In
October 1998, Motorola asserted various counterclaims against us, alleging that
we are infringing certain of Motorola's patents.

     Trial of this action was held in October 1999. On October 15, 1999, the
jury returned a unanimous verdict in our favor. The jury determined that
Motorola had willfully infringed one of our patents and awarded us $32.3 million
in compensatory damages. The jury also found that we had not infringed any of
the asserted Motorola patents and that two of the Motorola patents were
invalid. In March 2000, we entered into a settlement agreement with Motorola.
Pursuant to the settlement agreement, the court has issued a permanent
injunction prohibiting Motorola from selling the ICs that were the subject of
the lawsuit. Additionally, we will not collect the money judgment from
Motorola and will continue for a two-year term as a preferred supplier of high-
voltage power conversion ICs for cellular phone chargers that Motorola
manufacturers. The companies will work more closely together to develop future
generations of cellular phone chargers for Motorola.


ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None.

ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

          None.

ITEM 5.   OTHER INFORMATION

          None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     a.   Exhibits.

               The following exhibits are attached hereto and filed herewith:

               27.1  Financial Data Schedule.

     b.   Reports on Form 8-K.

          None.

                                       20
<PAGE>

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.



                                         POWER INTEGRATIONS, INC.


Dated: May 10, 2000                      By: /s/ Robert G. Staples
                                            ---------------------------------
                                            Robert G. Staples
                                            Chief Financial Officer

                                       21

<TABLE> <S> <C>

<PAGE>

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<PERIOD-END>                               MAR-31-2000
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