SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 26, 1999
Commission file number: 0-21154
CREE, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-1572719
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4600 Silicon Drive
Durham, North Carolina 27703
(Address of principal executive offices) (Zip Code)
(919) 313-5300
(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 Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
The number of shares outstanding of the registrant's common stock, par value
$0.0025 per share, as of January 20, 2000 was 32,989,048.
<PAGE>
CREE, INC.
FORM 10-Q
For the Quarter Ended December 26, 1999
INDEX
Page No.
PART I. FINANCIAL INFORMATION --------
Item 1. Financial Statements
Consolidated Balance Sheets at December 26, 1999 (unaudited)
and June 27, 1999 3
Consolidated Statements of Income for the three and six months
ended December 26, 1999 and December 27, 1998 (unaudited) 4
Consolidated Statements of Cash Flow for the six months ended
December 26, 1999 and December 27, 1998 (unaudited) 5
Notes to Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 18
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 6. Exhibits and Reports on Form 8-K 19
SIGNATURES 20
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<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CREE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
December 26, June 27,
1999 1999
------------ ----------
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 38,164 $ 42,506
Marketable securities 5,708 6,145
Accounts receivable, net 18,478 16,285
Inventories 4,609 3,977
Deferred income tax 296 296
Prepaid expenses and other current assets 455 558
------------ ----------
Total current assets 67,710 69,767
Property and equipment, net 88,291 69,884
Patent and license rights, net 1,937 1,731
Deferred income taxes 2,827 2,827
Other assets 147 8
------------ ----------
Total assets $ 160,912 $ 144,217
============ ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable, trade $ 6,128 $ 7,487
Accrued salaries and wages 1,512 819
Other accrued expenses 6,410 1,239
------------ ----------
Total current liabilities 14,050 9,545
Long term liabilities:
Long term liability 30 --
Deferred income tax 4,650 4,650
------------ ----------
Total long term liabilities 4,680 4,650
Shareholders' equity:
Preferred stock, par value $0.01; 3,000 shares -- --
authorized at December 26, 1999 and June 27,
1999; none issued and outstanding
Common stock, par value $0.0025; 60,000 shares 74 73
authorized; shares issued and outstanding
29,700 and 29,258 at December 26, 1999 and
June 27, 1999, respectively
Additional paid-in-capital 113,311 111,136
Retained earnings 28,797 18,813
------------ ----------
Total shareholders' equity 142,182 130,022
------------ ----------
Total liabilities and shareholders' equity $ 160,912 $ 144,217
============ ==========
The accompanying notes are an integral part of the
consolidated financial statements.
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<TABLE>
CREE, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
--------------------------- ---------------------------
December 26, December 27, December 26, December 27,
1999 1998 1999 1998
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenue:
Product revenue, net $ 22,136 $ 12,805 $ 40,392 $ 23,525
Contract revenue, net 1,794 1,233 3,585 2,792
------------- ------------ ------------ ------------
Total revenue 23,930 14,038 43,977 26,317
Cost of revenue:
Product revenue 10,075 6,377 19,572 11,792
Contract revenue 1,122 1,045 2,258 2,252
------------- ------------ ------------ ------------
Total cost of revenue 11,197 7,422 21,830 14,044
------------- ------------ ------------ ------------
Gross profit 12,733 6,616 22,147 12,273
Operating expenses:
Research and development 1,911 1,121 2,843 1,927
Sales, general and 2,639 1,450 4,565 2,668
administrative
Other (income) expense (8) 298 92 567
------------- ------------ ------------ ------------
Income from operations 8,191 3,747 14,647 7,111
Interest income, net 573 20 1,142 135
------------- ------------ ------------ ------------
Income before income taxes 8,764 3,767 15,789 7,246
Income tax expense 2,980 916 5,368 2,029
------------- ------------ ------------ ------------
Net income $5,784 $ 2,851 $ 10,421 $ 5,217
============= ============ ============ ============
Other comprehensive income,
net of tax:
Unrealized holding gain 1,981 -- (437) --
(loss) ------------- ------------ ------------ ------------
Comprehensive income $7,765 $ 2,851 $ 9,984 $ 5,217
============= ============ ============ ============
Earnings per share:
Basic $0.20 $0.11 $0.35 $0.20
============= ============ ============ ============
Diluted $0.18 $0.10 $0.33 $0.19
============= ============ ============ ============
Shares used in per share
calculation:
Basic 29,587 25,664 29,462 25,752
============= ============ ============ ============
Diluted 31,594 27,668 31,404 27,082
============= ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
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<PAGE>
CREE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(In thousands)
Six Months Ended
-----------------------------
December 26, December 27,
1999 1998
------------ ------------
Operating activities: (Unaudited)
Net income $ 10,421 $ 5,217
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 4,447 2,341
Loss on disposal of property, equipment and 44 951
patents
Amortization of patent rights 67 56
Proceeds from sale of marketable trading -- 489
securities
Purchase of marketable trading securities -- (232)
Loss (gain) on marketable trading securities -- (116)
Changes in operating assets and liabilities:
Accounts receivable (2,193) (1,964)
Inventories (632) (859)
Prepaid expenses and other assets (35) 1,004
Accounts payable , trade (1,360) (3,073)
Accrued expenses 5,894 420
------------ ------------
Net cash provided by operating activities 16,653 4,234
------------ ------------
Investing activities:
Purchase of property and equipment (22,898) (10,380)
Proceeds from sale of property and equipment -- 189
Purchase of patent rights (274) (194)
------------ ------------
Net cash used in investing activities (23,172) (10,385)
------------ ------------
Financing activities:
Proceeds from issuance of long-term debt -- 1,333
Net proceeds from issuance of common stock 2,177 2,527
Receipt of Section 16(b) common stock -- 594
profits
Repurchase of common stock -- (3,214)
------------ ------------
Net cash provided by financing activities 2,177 1,240
------------ ------------
Net decrease in cash and cash equivalents (4,342) (4,911)
Cash and cash equivalents:
Beginning of period 42,506 17,680
============ ============
End of period $ 38,164 $ 12,769
============ ============
Supplemental disclosure of cash flow information:
Cash paid for interest, net amounts $ -- $ 275
capitalized
============ ============
Cash paid for income taxes $ 268 $ 1,396
============ ============
The accompanying notes are an integral part of the
consolidated financial statements.
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<PAGE>
CREE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
BASIS OF PRESENTATION
The consolidated balance sheet as of December 26, 1999, the consolidated
statements of income for the three and six months ended December 26, 1999 and
December 27, 1998, and the consolidated statements of cash flow for the six
months ended December 26, 1999 and December 27, 1998 have been prepared by the
Company and have not been audited. In the opinion of management, all normal and
recurring adjustments necessary to present fairly the financial position,
results of operations and cash flow at December 26, 1999, and all periods
presented, have been made. The balance sheet at June 27, 1999 has been derived
from the audited financial statements as of that date.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's fiscal 1999 Form 10-K. The results of
operations for the period ended December 26, 1999 are not necessarily indicative
of the operating results that may be attained for the entire fiscal year.
ACCOUNTING POLICIES
Fiscal Year
The Company's fiscal year is a 52 or 53 week period ending on the last Sunday in
the month of June. Accordingly, all quarterly reporting reflects a 13 week
period in fiscal 2000 and fiscal 1999. The Company's current fiscal year extends
from June 28, 1999 through June 25, 2000.
Investments
Investments are accounted for in accordance with Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" ("SFAS No. 115"). This statement requires certain securities
to be classified into three categories:
(a) Securities Held-to-Maturity -- Debt securities that the entity has the
positive intent and ability to hold to maturity are reported at
amortized cost.
(b) Trading Securities -- Debt and equity securities that are bought and
held principally for the purpose of selling in the near term are
reported at fair value, with unrealized gains and losses included in
earnings.
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<PAGE>
(c) Securities Available-for-Sale -- Debt and equity securities not
classified as either securities held-to-maturity or trading securities
are reported at fair value with unrealized gains and losses excluded
from earnings and reported in retained earnings.
As of December 26, 1999, the Company's short-term investments consisted of
common stock holdings of Microvision, Inc. ("MVIS"). The Company purchased
268,600 common shares in a private equity transaction in May 1999 at a price of
$16.75 per share. In August 1999, MVIS filed a registration statement for the
Company's sale of these shares; however, Cree agreed not to sell the shares
until at least January 6, 2000. As of December 26, 1999, the Company was
restricted from trading these shares and since management views this transaction
as an investment, the shares are accounted for as "available for sale"
securities under SFAS 115. Therefore unrealized gains or losses are excluded
from earnings and are recorded directly in retained earnings.
As of December 27, 1998, the Company's short-term investments consisted of
common stock holdings in C3, Inc ("C3"), the majority of which were bought in
November 1997. The Company also acquired additional shares of C3 in September
1998 and acquired 24,601 shares directly from C3 pursuant to the exercise of an
option in January 1997. This investment was treated for accounting purposes as a
trading security, with net realized and unrealized gains and losses included in
net earnings. All common shares of C3 held by Cree were subsequently sold during
fiscal 1999. Recognized gains on shares of C3 stock recorded to the statement of
income during fiscal 1999 by the Company were $140,000. This amount was recorded
as other income.
Long Term Debt
In November 1997, the Company entered into a term loan with a commercial bank
for up to $10.0 million to finance the purchase and upfit of the new main
facility in Durham, North Carolina. Approximately $3.0 million was disbursed
under the loan to finance the initial purchase of the facility with the
remaining proceeds disbursed on a monthly basis based on actual expenditures
incurred. The loan, which was collateralized by the purchased property and
subsequent upfits, accrued interest at a fixed rate of 8% and carried customary
covenants, including the maintenance of a minimum tangible net worth and other
requirements. As of December 27, 1998 the entire $10.0 million loan was
outstanding, including a current portion of $121,000 and a long term amount of
$9.9 million. On February 17, 1999, the entire $10.0 million indebtedness was
repaid with proceeds received from a public stock offering.
During the three and six months ended December 27, 1998, the Company capitalized
interest on funds used to construct property, plant and equipment in connection
with the facility. Interest capitalized for the three and six months ended
December 27, 1998 was $34,000 and $118,000, respectively.
Inventories
Inventories are stated at the lower of cost or market, with cost determined
under the first-in, first-out (FIFO) method. Inventories consist of the
following:
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December 26, June 27,
1999 1999
------------ ------------
(In thousands)
Raw materials $ 1,729 $ 1,290
Work-in-progress 1,579 1,675
Finished goods 1,301 1,012
------------ ------------
Total Inventory $ 4,609 $ 3,977
============ ============
Research and Development Accounting Policy
The U.S. Government provides funding for several of the Company's current
research and development efforts. The contract funding may be based on either a
cost-plus or a cost-share arrangement. The amount of funding under each contract
is determined based on cost estimates that include direct costs, plus an
allocation for research and development, general and administrative and the cost
of capital expenses. Cost-plus funding is determined based on actual costs plus
a set percentage margin. For the cost-share contracts, the actual costs are
divided between the U.S. government and the Company based on the terms of the
contract. The government's cost share is then paid to the Company. Activities
performed under these arrangements include research regarding silicon carbide
and gallium nitride materials. The contracts typically require the submission of
a written report that documents the results of such research.
The revenue and expense classification for contract activities is based on the
nature of the contract. For contracts where the Company anticipates that funding
will exceed direct costs over the life of the contract, funding is reported as
contract revenue and all direct costs are reported as costs of contract revenue.
For contracts under which the Company anticipates that direct costs will exceed
amounts to be funded over the life of the contract, costs are reported as
research and development expenses and related funding as an offset of those
expenses. The following table details information about contracts for which
direct expenses exceed funding by period as included in research and development
expenses:
Three Months Ended Six Months Ended
December 26, December 27, December 26, December 27,
1999 1998 1999 1998
------------ ------------ ------------ ------------
(In thousands)
Net R&D costs $ 134 $ - $ 174 $ -
Government funding 331 - 398 -
------------ ------------ ------------ ------------
Total direct costs $ 465 $ - $ 572 $ -
incurred ============ ============ ============ ============
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Significant Sales Contract
In September 1996, the Company entered into a Purchase Agreement with Siemens AG
("Siemens"), pursuant to which Siemens agreed to purchase light emitting diode
("LED") chips made with the Company's gallium nitride-on-silicon carbide
technology. In April 1997, December 1997 and September 1998, contract amendments
were executed that provided for enhanced product specifications requested by
Siemens and larger volume requirements, respectively. In December 1998, the
Purchase Agreement was amended to provide for additional shipments of LED
products through September 1999. The Purchase Agreement was subsequently
assigned to an indirect subsidiary of Siemens, OSRAM Opto Semiconductors GMBH &
Co. OHG ("Osram"), effective as of January 1, 1999.
In August 1999, the Company entered into a new Purchase Agreement with Osram,
pursuant to which Osram agreed to purchase and the Company is obligated to ship
stipulated quantities of both the standard brightness and the high brightness
LED chips and silicon carbide wafers through September 2000.
The agreement calls for certain quantities of standard brightness and high
brightness LED chips to be delivered by month. In the event the Company
materially defaults in delivering shipments, Osram may recover liquidated
damages of one percent per week of the purchase price of the delayed product,
subject to a maximum of ten percent of the purchase price. If product shipments
are delayed six weeks or more due to circumstances within the Company's control,
then in lieu of liquidated damages, Osram may claim damages actually resulting
from the delay up to 40% of the purchase price of delayed products.
The contract also gives Osram limited rights to defer shipments. For products to
be shipped in more than 24 weeks after initial notice, Osram can defer 30% and
20% of standard brightness and high brightness LEDs, respectively. For products
to be shipped in more than 12 weeks, but less than 24 weeks, Osram may defer 10%
of scheduled quantities for both standard brightness and high brightness LEDs.
Also, additional quantities of high brightness LEDs stipulated in the contract
may be deferred to the next quarter with 60 days notice at the election of
Osram. In all cases, Osram would be required to accept all products within 90
days of the original shipment date. Additionally, the Purchase Agreement
provides for higher per unit prices early in the contract with reductions in
unit prices being available as the cumulative volume shipped increases. The
higher prices were negotiated by the Company to offset higher per unit costs
expected earlier in the contract.
Depreciation
The Company has adopted lower useful lives on new manufacturing equipment. The
useful life for all manufacturing equipment purchased since the beginning of
fiscal year 2000 is estimated to be 5 years. No changes have been made to the
estimated useful life of 9 years for manufacturing equipment placed in service
prior to fiscal 2000. In management's estimate, this policy change was necessary
due to technology changes anticipated with the future development of larger
diameter wafers. Based on information available at this time, management
estimates that the change in policy may reduce the Company's fiscal 2000 net
income by $660,000 or $0.02 per share, but actual results may vary.
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Income Taxes
The Company has established an estimated tax provision based upon an effective
rate of 34%. The estimated effective rate was based upon projections of income
for the fiscal year and the Company's ability to utilize remaining net operating
loss carryforwards and other tax credits. However, the actual effective rate may
vary depending upon actual pre-tax book income for the year or other factors.
EARNINGS PER SHARE
The Company presents earnings per share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). SFAS
128 required the Company to change its method of computing, presenting and
disclosing earnings per share information. All prior period data presented has
been restated to conform to the provisions of SFAS 128.
The following computation reconciles the differences between the basic and
diluted presentations:
Three Months Ended Six Months Ended
December December December December
26, 27, 26, 27,
1999 1998* 1999 1998*
-------- -------- -------- --------
(In thousands, except per share amounts)
Net income $ 5,784 $ 2,851 $10,421 $ 5,217
Weighted average common shares 29,587 25,664 29,462 25,752
-------- -------- -------- --------
Basic earnings per common share $ 0.20 $ 0.11 $ 0.35 $ 0.20
======== ======== ======== ========
Net income $ 5,784 $ 2,851 $10,421 $ 5,217
Diluted weighted average common
shares:
Common shares outstanding 29,587 25,664 29,462 25,752
Dilutive effect of stock options 2,007 2,004 1,942 1,330
and warrants -------- -------- -------- --------
Total diluted weighted average 31,594 27,668 31,404 27,082
common shares -------- -------- -------- --------
Diluted earnings per common share $ 0.18 $ 0.10 $ 0.33 $ 0.19
======== ======== ======== ========
* Weighted average shares and per share amounts have been adjusted for the two
for one stock split effective July 26, 1999.
Potential common shares that would have the effect of increasing diluted income
per share are considered to be antidilutive. In accordance with SFAS No. 128,
these shares were not included in calculating diluted income per share. As of
December 26, 1999 and December 27, 1998, there were no potential shares
considered to be antidilutive.
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<PAGE>
On July 13, 1999 the Company filed a Form 8-K announcing a two-for-one split of
its common stock. The stock split was effected by an amendment to the Company's
Articles of Incorporation that became effective at the close of business on July
26, 1999. With the effectiveness of the amendment, each issued and unissued
authorized share of common stock, $0.005 par value per share, was automatically
split into two whole shares of common stock, $0.0025 par value per share. On
July 30, 1999, the Company issued to each holder of record of common stock a
certificate evidencing the additional shares of common stock resulting from the
stock split. All references in this document to common stock and per common
share data have been adjusted to reflect the common stock split.
SUBSEQUENT EVENT
On January 20, 2000, the Company completed a public offering of 3,289,000 shares
of its common stock at a price to the public of $85.125 per share. The Company
received net aggregate proceeds of approximately $266.1 million after deducting
underwriting discounts and commissions and estimated offering costs. The net
proceeds will be used primarily for manufacturing facility expansion and
purchase of additional equipment, the acquisition of an additional facility,
research and development, and general corporate purposes.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Information set forth in this Form 10-Q, including Management's Discussion and
Analysis of Financial Condition and Results of Operations, contains various
"forward looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Act of 1934. These statements
represent our judgment concerning the future and are subject to risks and
uncertainties that could cause our actual operating results and financial
position to differ materially. Forward looking statements are typically
identified by the use of such terms as "may," "will," "anticipate," "believe,"
"plan," "estimate," "expect," and "intend" and similar words, although some
forward looking statements are expressed differently. Our actual operating
results could differ materially from those contained in the forward looking
statements due to a number of factors, including fluctuations in our operating
results, production yields in our manufacturing processes, whether we can
produce sufficient quantities of high brightness blue and green LEDs to meet
demand, our dependence on a few customers, whether new customers will emerge,
whether we can develop, introduce and create market demand for new products,
whether we can manage our growth effectively, assertion of intellectual property
rights by others and adverse economic conditions. See Exhibit 99.1 for
additional factors that could cause our actual results to differ.
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<PAGE>
OVERVIEW
Cree, Inc. is the world leader in developing and manufacturing semiconductor
materials and electronic devices made from silicon carbide ("SiC"). We recognize
product revenue at the time of shipment or in accordance with the terms of the
relevant contract. We derive the largest portion of our revenue from the sale of
blue and green LED products. We offer LEDs at two brightness levels: high
brightness blue and green products and standard brightness blue products. Our
LED devices are utilized by end users for automotive dashboard backlighting,
liquid crystal display ("LCD") backlighting, including wireless handsets and
other consumer products, indicator lamps, miniature white lights, indoor sign
and arena displays, outdoor full color stadium displays, traffic signals and
other lighting applications. LED products represented 57% of our revenue for the
first six months of fiscal 2000 and represented 48% of our revenue in the first
six months of fiscal 1999.
During the first six months of fiscal 2000, revenues derived from sales of high
brightness LEDs were greater than 60% of the total LED sales mix. Historically,
we have experienced low margins with many new product introductions, including
the high brightness products. We have continued to make improvements to output
and yield since the high brightness products were introduced in fiscal 1999.
During the first six months of fiscal 2000, we made progress towards our fiscal
2000 goal of a 50% cost reduction for high brightness LED products through a 36%
reduction in unit costs from the fourth quarter of fiscal 1999. During the
remainder of fiscal 2000, we plan to focus on reducing unit costs through higher
production yields and increased volume.
We derive revenue from the sale of SiC wafers that are used for device
production and research and development. In addition, we sell SiC crystals to
C3, which uses them in gemstone applications. Sales of advanced materials made
from SiC represented approximately 35% of our revenue for the first six months
of fiscal 2000 and approximately 41% during the first six months of fiscal 1999.
During late fiscal 1998, fiscal 1999 and early fiscal 2000, C3 purchased crystal
growth equipment we constructed but retain to use in manufacturing material for
C3; this equipment has more than doubled our capacity allocated to the
production of crystals for C3. In the fall of 1999, C3 announced lower sales and
higher inventory levels than anticipated. C3 also launched a new marketing
campaign for its gemstone products. Recently, we agreed that C3 could reschedule
approximately one-half of its purchase commitments from the first half of
calendar 2000 to the second half of the year. We anticipate that overall sales
to C3 will decrease in calendar 2000 and we may use manufacturing capacity that
becomes available due to a reduction in sales to C3 for our other product
applications. We anticipate that product revenue from C3 will decrease to less
than 10% of our revenue for the fourth quarter of fiscal 2000 and will continue
to decline as a percentage of revenue through the first half of fiscal 2001.
The balance of our revenue, 8% for the first six months of fiscal 2000 and 11%
for fiscal 1999, is derived from government contract funding. Under various
programs, U.S. Government entities support the development of our technology by
supplementing our research and development funding. We retain ownership of
patent rights on technology developed under such contracts, subject to certain
license rights retained by the government. Contract revenue includes funding of
direct research and development costs and a portion of our general and
administrative expenses and other operating expenses for contracts under which
we expect funding to exceed direct costs over the life of the contract. For
contracts under which we anticipate that direct costs will exceed amounts to be
funded over the life of the contract (i.e., certain cost-share arrangements), we
report direct costs as research and development expenses with related
reimbursements recorded as an offset to those expenses.
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<PAGE>
In June 1999, we announced the introduction of the first of a family of RF and
microwave transistor products made from SiC. These products are designed for use
in a variety of power amplification applications. A second phase of transistor
products is expected to be available in fiscal 2000. We expect that these
products will be marketed to a variety of amplifier producers for a number of
uses, including wireless base station and digital broadcast applications. While
distribution of these products on a sample basis commenced in early fiscal 2000,
we believe that these products will be sold in limited quantities as evaluation
kits during fiscal 2000 since design cycles for the target applications
generally exceed six months. There can be no assurance that customers will
develop applications requiring commercially significant volumes of our RF
products or that such products will be successful in the market.
In September 1996, we entered into an agreement with Siemens under which Siemens
agreed to purchase a fixed quantity of our blue LED chips. In December 1998,
this agreement was amended to provide for additional shipments of LED products
through September 1999. This contract was assigned to Osram, an indirect
subsidiary of Siemens, effective January 1, 1999. Siemens (including its Osram
subsidiary) accounted for 40% of our revenue for fiscal 1998 and 37% of our
revenue in fiscal 1999.
In August 1999, we entered into a new purchase agreement with Osram pursuant to
which Osram agreed to purchase, and we are obligated to ship, stipulated
quantities of both standard brightness and high brightness LED chips, as well as
SiC wafers, through September 2000. This contract gives Osram limited rights to
defer shipments. It also provides for recovery of liquidated damages, and actual
damages in some instances, if we materially default in meeting shipment
schedules. The contract provides for higher unit prices early in the contract
term, with unit price reductions becoming available as the cumulative volume of
products shipped increases.
RESULTS OF OPERATIONS
Three Months Ended December 26, 1999 and December 27, 1998
Revenue. Revenue increased 71% from $14.0 million in the second quarter of
fiscal 1999 to $23.9 million in the second quarter of fiscal 2000. This increase
was attributable to an increase in product revenue of 73% from $12.8 million in
the second quarter of fiscal 1999 to $22.1 million in the second quarter of
fiscal 2000. This rise in product revenue was a result of the 105% increase in
sales of our LED products in the second quarter of fiscal 2000 compared to the
second quarter of fiscal 1999. Growth in LED volume was due to a significant
increase in demand for high brightness blue and green LED products which
represented over 50% of total LED shipments for the second quarter of fiscal
2000. As a result of the increasing mix of high brightness products, average LED
sales prices have increased 25% in the second quarter of fiscal 2000 compared to
the second quarter of fiscal 1999.
Revenue attributable to sales of SiC materials was 37% higher in the second
quarter of fiscal 2000 than in the same period of fiscal 1999 due to a
significant increase in sales to C3 for gemstone applications. During the fourth
quarter of fiscal 1999 and the first quarter of fiscal 2000, C3 purchased
additional equipment from us to increase our capacity to manufacture gemstone
products for them by more than 50%. Recently, we agreed to spread shipments of
gemstone products for the remainder of fiscal 2000 over the next twelve months.
We believe that these reduced orders for the second half of fiscal 2000 can be
offset with additional LED revenue. Contract revenue received from U.S.
Government agencies increased 45% during the second quarter of fiscal 2000
compared to the second quarter of fiscal 1999 due to additional awards received
in late fiscal 1999 and in the first quarter of fiscal 2000.
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<PAGE>
Gross Profit. Gross margin was 53% of revenue during the second quarter of
fiscal 2000 as compared to 47% during the second quarter of fiscal 1999. This
increase is due primarily to the increases in LED sales volumes and average
sales price per chip for LEDs discussed above. In addition, higher throughput
and manufacturing yield on high brightness LEDs and materials products have
resulted in lower unit costs. Wafer costs for SiC material sales also declined
44% in the second quarter of fiscal 2000 compared to the second quarter of
fiscal 1999.
Research and Development. Research and development expenses increased 71% in the
second quarter of fiscal 2000 to $1.9 million from $1.1 million in the second
quarter of fiscal 1999. Much of this increase was caused by greater investments
for research in the RF and microwave and optoelectronics programs. In addition,
spending under the MVIS contract was higher than funding received. We anticipate
that internal funding for the development of new products will continue to grow
in future periods, while we believe that government funding for our development
projects will remain constant.
Sales, General and Administrative. Sales, general and administrative expenses
increased 82% in the second quarter of fiscal 2000 to $2.6 million from $1.5
million in the second quarter of fiscal 1999, due to greater spending to support
the overall growth of the business. We anticipate that total sales, general and
administrative costs will increase in connection with the growth of our
business; however, we believe that as a percentage of revenue they will remain
constant.
Other (Income) Expense. Other (income) expense has decreased 103% to ($8,000)
during the second quarter of fiscal 2000 from $298,000 for the second quarter of
fiscal 1999. In the second quarter of fiscal 1999, we realized impairments to
leasehold costs as a result of management's decision to move equipment from our
leased facility to our new manufacturing site. This was offset somewhat by
investment income recognized on stock held in C3.
Interest Income, Net. Interest income, net has increased to $570,000 in the
second quarter of fiscal 2000 from $20,000 in the second quarter of fiscal 1999
due to a higher available cash balance as a result of the public stock offering
in February 1999. Interest rates were also higher in fiscal 2000. A portion of
the proceeds from the public stock offering was used to repay the $10.0 million
term loan from NationsBank in the third quarter of fiscal 1999; therefore, no
interest expense was incurred in the second quarter of fiscal 2000. Interest
expense incurred with the term loan was capitalized as a part of the
construction improvements made to the facility in fiscal 1999. However, the
majority of the interest incurred in the second quarter of fiscal 1999 was
expensed.
Income Tax Expense. Income tax expense for the second quarter of fiscal 2000 was
$3.0 million compared to $900,000 in the second quarter of fiscal 1999. This
increase resulted from higher profitability during the second quarter of fiscal
2000 over the same period in fiscal 1999 and a higher effective tax rate. Our
tax rate during the second quarter of fiscal 2000 was 34% compared to 24% in the
second quarter of fiscal 1999 due to a reduction in the reserve for deferred tax
assets.
-14-
<PAGE>
Six Months Ended December 26, 1999 and December 27, 1998
Revenue. Revenue increased 67% from $26.3 million in the first six months of
fiscal 1999 to $44.0 million in the first six months of fiscal 2000. This
increase resulted from an increase in product revenue of 72% from $23.5 million
in the first six months of fiscal 1999 to $40.4 million in the first six months
of fiscal 2000. This rise in product revenue was largely a result of the 99%
increase in sales of our LED products in the first six months of fiscal 2000
compared to the first six months of fiscal 1999. Our high brightness LED
products experienced the heaviest demand. While our LED chip volume has grown
88% in the first six months of fiscal 2000 over units shipped in the first six
months of fiscal 1999, our average sales prices for LEDs have also increased 6%
in the first six months of fiscal 2000 over the same period in the prior year.
The greater average sales price reflects a significant shift in mix to the
higher priced high brightness LED products. For the first six months of fiscal
2000, more than 60% of LED sales were attributable to high brightness products.
For the first six months of fiscal 1999, less than 15% of LED sales were from
high brightness products.
Revenue attributable to sales of SiC material was 41% higher in the first six
months of fiscal 2000 than in the same period of fiscal 1999 due to a
significant increase in sales to C3 for gemstone applications. During the fourth
quarter of fiscal 1999 and the first quarter of fiscal 2000, C3 purchased
additional equipment from us to increase our capacity to manufacture gemstone
products for them by more than 50%. Recently, we agreed to spread shipments of
gemstone products for the remainder of fiscal 2000 over the next twelve months.
We believe that these reduced orders for the second half of fiscal 2000 can be
offset with additional LED revenue. Contract revenue received from U.S.
Government agencies increased 28% during the first six months of fiscal 2000
compared to the first six months of fiscal 1999 due to new contracts that have
been awarded to us during fiscal 2000.
Gross Profit. Gross profit increased 80% from $12.3 million in the first six
months of fiscal 1999 to $22.1 million in the first six months of fiscal 2000.
This increase is due primarily to the increases in LED sales volumes and average
sales price per chip for LEDs discussed above. During the first six months of
fiscal 2000, the average cost of high brightness LEDs has been reduced 36%.
Margins on wafer and gemstone products have also improved during the first six
months of fiscal 2000 as higher quality materials are being produced with
greater yields.
Research and Development. Research and development expenses increased 48% in the
first six months of fiscal 2000 to $2.8 million from $1.9 million in the first
six months of fiscal 1999. Much of this increase was caused by a greater
investment made for research in the RF and microwave and optoelectronics
programs. We anticipate that internal funding for development of new products
will continue to grow in future periods, while we believe that government
funding for our development activities will remain constant.
-15-
<PAGE>
Sales, General and Administrative. Sales, general and administrative expenses
increased 71% in the first six months of fiscal 2000 to $4.6 million from $2.7
million in the first six months of fiscal 1999, due to greater spending to
support the overall growth of the business. We anticipate that total sales,
general and administrative costs will continue to increase in connection with
the growth of the business; however, we believe that as a percentage of revenue
they will remain constant.
Other Expense. Other expense decreased 84% to $92,000 during the first six
months of fiscal 2000 from $567,000 for the first six months of fiscal 1999. In
the first six months of fiscal 1999, we realized impairments to leasehold costs
as a result of management's decision to move equipment from our leased facility
to our new manufacturing site.
Interest Income, Net. Interest income, net increased 746% to $1.1 million in the
first six months of fiscal 2000 from $135,000 in the first six months of fiscal
1999 due to a higher available cash balance as a result of the public stock
offering in February 1999. Interest rates were also higher in fiscal 2000. In
addition, in November 1997, we obtained a $10.0 million term loan from
NationsBank to fund the acquisition and construction of our manufacturing
facility in Durham, North Carolina. The majority of the interest incurred in the
first six months of fiscal 1999 was expensed.
Income Tax Expense. Income tax expense for the first six months of fiscal 2000
was $5.4 million compared to $2.0 million in the first six months of fiscal
1999. This increase resulted from higher profitability during the first six
months of fiscal 2000 over the first six months of fiscal 1999 and a higher
effective tax rate. Our tax rate during the first six months of fiscal 2000 was
34% compared to 28% in the first six months of fiscal 1999 due to a reduction in
the reserve for deferred tax assets.
LIQUIDITY AND CAPITAL RESOURCES
We have funded our operations to date through sales of equity, bank borrowings
and revenue from product and contract sales. As of December 26, 1999, we had
working capital of $53.7 million, including $38.2 million in cash and cash
equivalents. Operating activities generated $16.7 million for the first six
months of fiscal 2000 compared with $4.2 million generated during the
comparative period in fiscal 1999. This increase was primarily attributable to
higher profitability and was supplemented by timing differences and the net
increase in accrued expenses due mostly to a higher income tax provision.
We invested $22.9 million in capital expenditures during the first six months of
fiscal 2000 compared to $10.4 million during the same period in the prior fiscal
year. The majority of the increase in spending was due to new equipment
additions to increase manufacturing capacity in our crystal growth and epitaxy
areas. Also, we recently completed a 42,000 square foot facility expansion at
our production site near Research Triangle Park, North Carolina.
-16-
<PAGE>
We are currently engaged in construction activities relating to a 125,000 square
foot expansion of our epitaxial and clean room fabrication facilities. We also
intend to expand our facility for RF and microwave test and packaging areas in
calendar 2000. We believe these additions will allow us to dramatically increase
capacity at our facility for LED, RF and microwave and power products. We
anticipate total costs for these facilities to be between $25.0 million and
$30.0 million. Estimates for equipment costs relating to this expansion total
between $25.0 million and $30.0 million. We also recently committed to purchase
a 120,000 square foot facility under construction on 17.5 acres of land near our
present facility. We plan to use this facility for sales, general and
administrative and research and development personnel, as well as for general
employee services functions. The cost to acquire this facility (not including
the upfit costs for completing the shell building) is $8.1 million. We plan to
fund all of these expansion activities with the net proceeds of the January 2000
stock offering.
Although from time to time we evaluate potential acquisitions of and investments
in complementary businesses and anticipate continuing to make such evaluations,
we have no present commitments or agreements with respect to the potential
acquisition of or investment in another business.
Cash provided by financing activities during the first six months of fiscal 2000
reflected the receipt of $2.2 million in proceeds from the exercise of stock
options from our employee stock option plan.
At September 27, 1998, we had a loan outstanding for $10.0 million from a
commercial bank to finance portions of the upfit of the production facility. The
final draw to this loan was made during the first quarter of fiscal 1999 for
$1.3 million. The loan was subsequently paid off in the third quarter of fiscal
1999. We also committed $3.2 million during the first quarter of fiscal 1999 to
repurchase common stock.
We anticipate that internally generated cash plus the proceeds of the January
2000 stock offering will be sufficient to fund our capital requirements for the
next 12 months.
IMPACT OF THE YEAR 2000
Even though the date is now past January 1, 2000 and we have not experienced any
immediate adverse impact from the transition to the Year 2000, we cannot provide
assurance that our suppliers and customers have not been affected in a manner
that is not yet apparent. In addition, certain computer programs which were date
sensitive to the Year 2000 may not process the Year 2000 as a leap year, and any
negative consequential effects remain unknown. As a result, we will continue to
monitor our Year 2000 compliance and the Year 2000 compliance of our suppliers
and customers.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
No material changes in market risk have been identified during the most recent
quarter.
-17-
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In December 1999 the Company intervened as a party to a lawsuit pending in Tokyo
District Court brought by Nichia Corporation against Sumitomo Corporation, one
of the Company's distributors in Japan. Nichia's complaint against Sumitomo,
filed December 1, 1999, alleged that certain blue LEDs sold by Sumitomo infringe
a Japanese patent owned by Nichia. The allegation pertained to the Company's
standard brightness LED products purchased by Sumitomo. The complaint
principally sought provisional relief in the nature of a preliminary injunction
prohibiting Sumitomo from making further sales of the product in Japan. The
Company, as an intervenor, filed a response that denied any infringement with
respect to its products. Nichia thereafter voluntarily dismissed the first
complaint but commenced a second action against Sumitomo in Tokyo District Court
seeking a permanent injunction based on the same patent. The complaint in the
second suit was filed December 24, 1999. The Company has intervened in the
second suit and filed a response denying any infringement. No monetary damages
for infringement have been sought in either action. The Company believes the
infringement claim is without merit and intends to vigorously defend its
products against the claim.
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Shareholders was held on November 2, 1999. The
following proposals were introduced and voted upon:
PROPOSAL NO. 1 -- Election of Directors
Votes Votes
Name For Withheld
------------------------ ----------------- ---------------
F. Neal Hunter 26,381,618 281,803
Calvin H. Carter, Jr. 26,381,694 281,727
John W. Palmour 26,381,674 281,747
Walter L. Robb 26,375,554 287,867
Michael W. Haley 26,380,804 282,617
Dolph W. von Arx 26,084,724 578,697
James E. Dykes 26,381,054 282,367
PROPOSAL NO. 2 - Approval of amendment to Articles of Incorporation to change
name to Cree, Inc.
FOR 26,571,069
AGAINST 74,077
ABSTAINED 18,275
BROKER NON-VOTES 0
PROPOSAL NO. 3 - Approve amendments to the Equity Compensation Plan
FOR 16,319,065
AGAINST 1,497,423
ABSTAINED 83,599
BROKER NON-VOTES 8,763,334
-18-
<PAGE>
PROPOSAL NO. 4 - Approval of adoption of 1999 Employee Stock Purchase Plan
FOR 17,153,415
AGAINST 504,881
ABSTAINED 59,635
BROKER NON-VOTES 8,945,490
PROPOSAL NO. 5 - Ratification of the selection of Ernst & Young LLP as auditors
for the fiscal year ending June 25, 2000
FOR 26,628,967
AGAINST 14,476
ABSTAINED 19,978
BROKER NON-VOTES 0
The matters listed above are described in detail in the Company's definitive
proxy statement dated September 30, 1999, for the Annual Meeting of Shareholders
held on November 2, 1999.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
99.1 Certain Business Risks and Uncertainties
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the Company during the quarter
ended December 26, 1999.
-19-
<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.
CREE, INC.
Date: January 31, 2000 /s/ Cynthia B. Merrell
---------------------------------------------
Cynthia B. Merrell
Chief Financial Officer and Treasurer
(Authorized Officer and Chief Financial
and Accounting Officer)
-20-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- ----------------------------------------
99.1 Certain Business Risks and Uncertainties
-21-
EXHIBIT 99.1
Certain Business Risks and Uncertainties
Described below are various risks and uncertainties that may affect our
business. The risks and uncertainties described below are not the only ones we
face. Additional risks and uncertainties not presently known to us, that we
currently deem immaterial or that are similar to those faced by other companies
in our industry or business in general may also impair our business operations.
If any of the following risks actually occurs, our business, financial condition
or results of future operations could be materially and adversely affected.
Our operating results may fluctuate significantly and we may not be able to
maintain our existing growth rate.
Although we have had significant revenue and earnings growth in recent quarters,
we may not be able to sustain these growth rates and we may experience
significant fluctuations in our revenue and earnings in the future. Our
operating results will depend on many factors, including the following:
o our ability to develop, manufacture and deliver products in a timely and
cost-effective manner;
o our ability to produce enough usable product during each manufacturing
step (our "yield");
o our ability to expand our production of silicon carbide, or SiC, wafers
and devices;
o demand for our products;
o demand for our customers' products;
o competition; and
o general industry and global economic conditions.
Our future operating results could be adversely affected by these or other
factors. Additionally, if our future operating results are below the
expectations of equity analysts or our investors, our stock price may decline.
If we experience poor production yields, our operating results may suffer.
Our SiC products are manufactured using technologies that are highly complex.
Our customers incorporate our products into high volume applications such as
automotive dashboards, wireless handsets and other consumer products, and they
insist that our products meet exact specifications for quality, performance and
reliability.
The number of usable crystals, wafers and devices that result from our
production processes can fluctuate as a result of many factors, including the
following:
o impurities in the materials used;
o contamination of the manufacturing environment;
o equipment failure, power outages or variations in the manufacturing
process; and
o losses from human error.
<PAGE>
Because many of our manufacturing costs are fixed, if our yields decrease our
operating results would be adversely affected.
In the past, we have experienced difficulties in achieving acceptable yields on
both new and older products, and poor yields have adversely affected our
operating results. We may experience similar problems in the future and we
cannot predict when they may occur or their severity. Such problems could
significantly affect our future operating results.
If we are unable to produce adequate quantities of our high brightness leds, our
operating results may suffer.
We have made and continue to make substantial investments in equipment and
facilities to manufacture high brightness blue and green light emitting diodes,
or LEDs. We have accepted orders for these products in quantities that have sold
out our existing and planned increases in production capacity for the next few
quarters. These significant volumes also require improved production yields for
the products to meet customer demand. Successful production of these products is
subject to a number of risks, including the following:
o our ability to consistently manufacture the products in volumes large
enough to cover our fixed costs and satisfy our customers' requirements;
and
o our ability to improve our yields and reduce the costs associated with
the manufacture of the products.
Our inability to produce adequate quantities of our high brightness blue and
green LEDs would have a material adverse effect on our business, results of
operations and financial condition. For example, our current contract with our
largest LED customer provides that the customer may recover liquidated damages,
or in some cases actual damages, if we materially default in meeting delivery
commitments.
The markets in which we operate are highly competitive.
The markets for our products are highly competitive. Our competitors offer blue
and green LEDs made from sapphire wafers that are brighter than the high
brightness LEDs we currently produce. In addition, some of our customers could
compete with us. For example, Osram Opto Semiconductors GMBH and Co. OHG, or
Osram, an indirect subsidiary of Siemens AG, and Shin-Etsu Handotai Co. Ltd., or
Shin-Etsu, license some of our LED technology. Osram currently purchases large
volumes of our standard brightness blue LEDs but also manufactures some of its
volume requirements for these LEDs. Shin-Etsu may also seek to enter our LED
markets. The market for SiC wafers is likewise becoming competitive as other
firms have in recent years begun offering SiC wafer products or announced plans
to do so.
<PAGE>
Also, other firms may develop new or enhanced products that are more effective
than any that we have developed or may develop. These firms may develop
technologies that enable the production of commercial products with
characteristics similar to SiC-based products but at a lower cost. Many existing
and potential competitors have far greater financial, marketing and other
resources than we do. We believe that present and future competitors will
aggressively pursue the development and sale of competing products. We also
expect significant competition for products we are currently developing, such as
those for use in microwave communications.
We expect competition to increase. This could mean lower prices or reduced
demand for our products and a corresponding reduction in our ability to recover
development, engineering and manufacturing costs. Any of these developments
could have an adverse effect on our business, results of operations and
financial condition.
Our operating results are substantially dependent on the development of new
products based on our core SiC technology.
Our future success depends on our ability to develop new SiC solutions for
existing and new markets. We must introduce new products in a timely and
cost-effective manner and secure production orders from our customers. The
development of new SiC products is a highly complex process, and we have
historically experienced delays in completing the development and introduction
of new products. Products currently under development include high power radio
frequency, or RF, and microwave devices, power devices, blue laser diodes and
high temperature devices. The successful development and introduction of these
products depends on a number of factors, including the following:
o achievement of technology breakthroughs required to make commercially
viable devices;
o the accuracy of our predictions of market requirements and evolving
standards;
o acceptance of our new product designs;
o our ability to recruit qualified development personnel;
o our timely completion of product designs and development;
o our ability to develop repeatable processes to manufacture new products
in sufficient quantities for commercial sales; and
o acceptance of our customers' products by the market.
If any of these or other factors become problematic, we may not be able to
develop and introduce these new products in a timely or cost-effective manner.
We depend on a few large customers.
Historically, a substantial portion of our revenue has come from large purchases
by a small number of customers. We expect this trend to continue. For example,
for fiscal 1999 our top five customers accounted for 81% of our total revenue.
(These percentages consider sales to a distributor as sales to one customer).
Sales to Osram accounted for 37% of our total revenue in fiscal 1999. In
addition, sales to C3, Inc., or C3, accounted for 19% of our total revenue in
fiscal 1999. Accordingly, our future operating results depend on the success of
our largest customers and on our success in selling large quantities of our
products to them.
<PAGE>
The concentration of our revenues with a few large customers makes us
particularly dependent on factors affecting those customers. For example, if
demand for their products decreases, they may stop purchasing our products and
our operating results will suffer. Our customers use our products as components
in their products. If other aspects of our customers' products infringe a third
party's intellectual property rights, and our customers are then prohibited from
selling their products, our business could be adversely affected. If we lose a
large customer and fail to add new customers to replace lost revenue, our
operating results may not recover.
Under an exclusive supply agreement with an initial term extending to 2005, C3
must purchase from us each calendar quarter at least 50% (by dollar volume) of
its requirements for SiC materials for use in production of gemstones during the
quarter. In the fall of 1999, C3 announced lower sales and higher inventory
levels than anticipated, as well as the launch of a new marketing campaign.
Recently, we agreed that C3 could reschedule approximately one-half of its
purchase commitments from the first half of calendar 2000 to the second half of
the year. We anticipate that sales to C3 will decrease in calendar 2000. We may
use excess capacity from C3-dedicated equipment for other applications, but if
we are not able to replace these revenues with sales from other areas of our
business, our financial results may be materially adversely affected.
Our operations could infringe upon the intellectual property rights of others.
Other companies may hold or obtain patents on inventions or may otherwise claim
proprietary rights to technology necessary to our business. We cannot assure you
that third parties will not attempt to assert infringement claims against us
with respect to our current or future products, including our core products. We
cannot predict the extent to which such assertions may require us to seek
licenses or, if required, whether such licenses will be offered or offered on
acceptable terms or that disputes can be resolved without litigation. One of our
distributors in Japan was named in a lawsuit, filed in Japan in December 2000,
alleging infringement of a Japanese patent and seeking an injunction that, if
granted, would preclude the distributor from selling our standard brightness
blue LED product in Japan. We have intervened in the action to participate in
the defense against the claim of infringement. A result adverse to the
distributor would impair our ability to sell this product in Japan. Subject to
contractual limitations, we have an obligation to indemnify our distributor for
certain patent infringement claims. Litigation to determine the validity of
infringement claims alleged by third parties could result in significant expense
to us and divert the efforts of our technical and management personnel, whether
or not the litigation is ultimately determined in our favor. We cannot predict
the occurrence of future intellectual property claims that may prevent us from
selling products, result in litigation or give rise to indemnification
obligations or damage claims.
<PAGE>
We face challenges relating to expansion of our production and manufacturing
capacity.
In order to increase production, we must expand our existing facilities or
acquire new facilities, as well as purchase new manufacturing equipment. We are
beginning to construct 125,000 square feet of additional space at our
manufacturing facility and are in the process of purchasing another 120,000
square foot facility under construction on a 17.5-acre site near our existing
facility. Expansion activities such as these are subject to a number of risks,
including the following:
o unforeseen environmental or engineering problems relating to existing
or new facilities;
o unavailability or late delivery of the advanced, and often customized,
equipment used in the production of our products;
o work stoppages and delays; and
o delays in bringing production equipment on-line.
These and other risks may affect the ultimate cost and timing of our current
construction, as well as the acquisition of new facilities, which could
adversely affect our business, results of operations and financial condition.
For example, if we are not successful in meeting milestones associated with this
expansion, we could have difficulty making shipments of previously ordered
products; consequently, we could be in default under contracts with our
customers and/or subject to penalties.
We face significant challenges managing our growth.
We have experienced a period of significant growth that has strained our
management and other resources. We have grown from 188 employees on December 31,
1996 to 478 employees on December 26, 1999 and from revenues of $29.0 million
for the fiscal year ended June 30, 1997 to $60.1 million for the fiscal year
ended June 27, 1999. To manage our growth effectively, we must continue to:
o implement and improve operational systems;
o maintain adequate manufacturing facilities and equipment to meet
customer demand;
o add experienced senior level managers; and
o attract and retain qualified people with experience in engineering,
design, technical marketing and support.
We will spend substantial amounts of money in supporting our growth and may have
additional unexpected costs. Our systems, procedures or controls may not be
adequate to support our operations, and we may not be able to expand quickly
enough to exploit potential market opportunities. Our future operating results
will also depend on expanding sales and marketing, research and development, and
administrative support. If we cannot attract qualified people or manage growth
effectively, our business, operating results and financial condition could be
adversely affected.
<PAGE>
Our operating results could be adversely affected if we encounter problems
transitioning led production to a larger wafer size.
Beginning in the second half of calendar 2000, we plan to begin shifting LED
production from two-inch wafers to three-inch wafers. We must first qualify our
production processes on systems designed to accommodate the larger wafer size,
and some of our existing production equipment must be refitted for the larger
wafer size. Delays in this process could have an adverse effect on our business.
In addition, in the past we have experienced lower yields for a period of time
following a transition to a larger wafer size until use of the larger wafer is
fully integrated in production and we begin to achieve production efficiency. We
anticipate that we will experience similar temporary yield reductions during the
transition to the use of three-inch wafers, and we have factored this into our
plan for production capacity. If this transition phase takes longer than we
expect or if we are unable to attain expected yield improvements, our operating
results may be adversely affected.
The ongoing operation of our manufacturing facility is critical to our business.
Our principal manufacturing facility in Durham, North Carolina currently
includes a total of 214,000 square feet. The ongoing operation of this facility
is crucial to our strategy of expanding manufacturing capacity to meet demand
for our SiC products now and in the future. We began commercial production of
products from our present facility in August 1998. We expect that production
from this facility will increase throughout the remainder of fiscal 2000 and
into fiscal 2001. Our inability to use all or a significant portion of our
facilities for prolonged periods of time for any reason could have an adverse
impact on our business. For example, a fire or explosion caused by our use of
combustible chemicals and high temperatures during certain of our manufacturing
processes would render some or all of our facility inoperable for an indefinite
period of time. Our manufacturing process requires highly specialized customized
equipment that is not easily replaced. Consequently, damage to or destruction of
any or all of our facility could impair our ability to manufacture products for
our customers.
We rely on a few key suppliers.
We depend on a limited number of suppliers for certain raw materials, components
and equipment used in manufacturing our SiC products, including key materials,
components and equipment used in critical stages of our manufacturing processes.
We generally purchase these limited source items with purchase orders, and we
have no guaranteed supply arrangements with our suppliers. If we were to lose
such key suppliers, our manufacturing efforts could be hampered significantly.
Although we believe our relationship with our suppliers is good, we cannot
assure you that we will continue to maintain good relationships with such
suppliers or that such suppliers will continue to exist.
<PAGE>
Our business may suffer if government agencies or other customers discontinue
their funding for our research and development.
In the past, government agencies and other customers have funded a significant
portion of our research and development activities. If this support is
discontinued or reduced, our ability to develop or enhance products could be
limited and our business, results of operations and financial condition could be
adversely affected.
We depend heavily on key personnel.
Our success depends in part on keeping key technical and management personnel.
For example, some of the equipment used in the production of our products must
be modified before it is put to use and only a limited number of employees
possess the expertise needed to perform these modifications. Furthermore, the
number of individuals with experience in the production of SiC and related
products is limited, and our future success depends in part on retaining those
individuals who are already employees. We must also continue to attract
qualified personnel. The competition for qualified personnel is intense, and the
number of people with the experience that we need is limited. We cannot be sure
that we will be able to continue to attract and retain other skilled personnel
in the future.
There are limitations on the protection of our intellectual property.
Our proprietary technology is critical to our business, and our business could
suffer if we are unable to sufficiently protect our intellectual property
rights. Our intellectual property position is based in part on patents owned by
us and on patents exclusively licensed to us by North Carolina State University,
also known as N.C. State.
We intend to continue to file patent applications in the future, where
appropriate, and to pursue such applications with U.S. and foreign patent
authorities, but we cannot be sure that any other patents will be issued on such
applications or that our patents will not be contested. In the past, one of the
important patents we license from N.C. State relating to SiC crystal growth was
subject to a reissue proceeding in the U.S.; however, the patent was
successfully reissued. Currently, a corresponding European patent is being
challenged, which means that we could lose patent protection in Europe for this
particular method. There is no assurance that other of our patents will not be
contested. Also, because issuance of a valid patent does not prevent other
companies from using alternative, non-infringing technology, we cannot be sure
that any of our patents (or patents issued to N.C. State or other parties and
licensed to us) will provide significant commercial protection. In addition to
patent protection, we also rely on trade secrets, technical know-how and other
unpatented proprietary information relating to our product development and
manufacturing activities. We try to protect this information through the use of
confidentiality agreements with our employees and other parties. We cannot be
sure that these agreements will not be breached, that we would have adequate
remedies for any breach or that our trade secrets and proprietary know-how will
not otherwise become known or independently discovered by others.
<PAGE>
We may initiate litigation in the future to enforce our intellectual property
rights. Litigation can be protracted, costly and distracting to key personnel.
We cannot assure you that we will prevail in any litigation we initiate and, if
we are not successful, the scope of our rights to important intellectual
property could be diminished or eliminated.
We are subject to risks associated with international sales.
Sales to customers located outside the U.S. accounted for about 79% of our
revenue in fiscal 1997, about 74% of our revenue in fiscal 1998 and about 62% of
our revenue in fiscal 1999. We expect that revenue from international sales will
continue to be a significant part of our total revenue. International sales are
subject to a variety of risks, including risks arising from currency
fluctuations, trends in use of the Euro, trading restrictions, tariffs, trade
barriers and taxes. Also, export laws restrict sales of some of our products to
customers in certain countries because of national security or other concerns.
Because all of our foreign sales are denominated in U.S. dollars, our products
become less price competitive in countries with currencies that are low or are
declining in value against the U.S. dollar. Also, we cannot be sure that our
international customers will continue to place orders denominated in U.S.
dollars. If they do not, our reported revenue and earnings will be subject to
foreign exchange fluctuations.
We are subject to stringent environmental regulation.
We are subject to a variety of government regulations pertaining to chemical and
waste discharges and other aspects of our manufacturing process. For example, we
are responsible for the management of the hazardous materials we use and
disposal of hazardous waste resulting from our manufacturing process. The proper
handling and disposal of such hazardous material and waste requires us to comply
with certain government regulations. We believe we are in full compliance with
such regulations as of the date of this report, but any failure, whether
intentional or inadvertent, to comply with such regulations could have an
adverse effect on our business. In addition, these regulations may affect our
ability to expand or change our manufacturing facility.
We face risks concerning year 2000 issues.
Even though the date is now past January 1, 2000, and we have not experienced
any immediate adverse impact from the transition to the Year 2000, we cannot
provide assurance that our suppliers and customers have not been affected in a
manner that is not yet apparent. In addition, certain computer programs which
were date sensitive to the Year 2000 may not have been programmed to process the
Year 2000 as a leap year, and any negative consequential effects remain unknown.
As a result, we will continue to monitor our Year 2000 compliance and the Year
2000 compliance of our suppliers and customers.
