<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
--- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 1, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
--- OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 0-3698
SILICONIX INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 94-1527868
(State or other jurisdiction (I.R.S. Employer
of incorporation Identification No.)
or organization)
2201 Laurelwood Road, Santa Clara, California 95054
(Address of principal executive offices)
Registrant's telephone number including area code (408) 988-8000
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.
Yes__X__ No_____
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes__X__ No___
Indicate the number of shares outstanding of each of the registrant's
classes of common stock:
Common stock, $0.01 par value -- 9,959,680 outstanding shares as of
November 15, 1995.
Page 1 of 11
<PAGE>
SILICONIX INCORPORATED
TABLE OF CONTENTS TO FORM 10-Q
Part I. Financial Information Page No.
Item 1 Financial Statements (Unaudited)
Condensed consolidated statements of
operations for the three months and
nine months ended October 1, 1995 and
October 2, 1994 3
Condensed consolidated balance sheets as
of October 1, 1995 and December 31, 1994 4
Condensed consolidated statements of cash flows
for the nine months ended October 1, 1995 and
October 2, 1994 5
Notes to condensed consolidated
financial statements 6
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-9
Part II. Other Information
Item 6 Exhibits and Reports on Form 8-K 10
Signature 11
Page 2 of 11
<PAGE>
PART I. Financial Information
Item 1. Financial Statements
SILICONIX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
(Amounts in thousands 3 Months Ended 9 Months Ended
except per share amounts)
October 1, October 2, October 1, October 2,
1995 1994 1995 1994
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $66,015 $51,626 $178,489 $145,821
Cost of sales 39,682 32,844 109,971 90,802
--------------------------------------------
Gross profit 26,333 18,782 68,518 55,019
Research and development 4,650 4,023 13,890 11,970
Selling, marketing and administration 13,219 11,000 36,752 33,083
----------------------------------------------
Operating income 8,464 3,759 17,876 9,966
Interest expense 682 489 1,949 1,423
Other (income) expense - net (51) 164 (369) 511
----------------------------------------------
Income before taxes 7,833 3,106 16,296 8,032
Income taxes 529 227 1,916 677
----------------------------------------------
Net income after taxes $7,304 $2,879 $14,380 $7,355
----------------------------------------------
----------------------------------------------
Per share amounts:
Net income $0.73 $0.29 $1.44 $0.74
----------------------------------------------
----------------------------------------------
Shares used to compute earnings per share 9,960 9,960 9,960 9,960
----------------------------------------------
----------------------------------------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
Page 3 of 11
<PAGE>
SILICONIX INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
October 1, December 31,
1995 1994
- --------------------------------------------------------------------------------
(000's omitted)
Assets
- --------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash and equivalents $ 7,559 $ 10,743
Short term investment with affiliate 16,692 -
Accounts receivable, less allowances 33,102 30,379
Accounts receivable from affiliates 8,004 5,312
Inventories 26,245 31,033
Other current assets 8,454 5,456
Deferred income taxes 1,000 -
-------------------------
Total current assets 101,056 82,923
-------------------------
Property, plant and equipment, at cost:
Land 279 279
Buildings and improvements 36,410 34,633
Machinery and equipment 153,041 142,641
-------------------------
189,730 177,553
Less accumulated depreciation (115,396) (109,641)
-------------------------
Net property, plant and equipment 74,334 67,912
-------------------------
Other assets 5,908 4,200
-------------------------
Total assets $ 181,298 $ 155,035
-------------------------
-------------------------
Liabilities and Shareholders' Equity
- --------------------------------------------------------------------------------
Current liabilities:
Current portion of debt obligations $ 586 $ 612
Accounts payable 14,820 15,194
Accounts payable to affiliates 7,161 4,980
Accrued payroll and related compensation 10,305 7,752
Accrued liabilities 25,773 19,781
-------------------------
Total current liabilities 58,645 48,319
Long-term related party debt 34,570 34,570
Long-term debt, less current portion 6,541 6,264
-------------------------
Total liabilities 99,756 89,153
-------------------------
Shareholders' equity:
Common stock 100 100
Additional paid-in-capital 59,423 59,193
Retained earnings 21,717 7,337
Accumulated translation adjustments 302 (748)
-------------------------
Total shareholders' equity 81,542 65,882
-------------------------
Total liabilities and shareholders' equity $ 181,298 $ 155,035
-------------------------
-------------------------
</TABLE>
Note: The balance sheet at December 31, 1994 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See accompanying notes to condensed consolidated financial statements.
Page 4 of 11
<PAGE>
SILICONIX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
9 Months Ended
Oct 1, Oct 2,
1995 1994
- --------------------------------------------------------------------------------
(000's omitted)
<S> <C> <C>
Cash flows from operating activities:
Net income $14,380 $ 7,355
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 9,740 8,566
Loss on disposal of property, plant and equipment - 136
Deferred income taxes (1,000) -
Other non-cash (income) and expenses 361 (6)
Changes in:
Accounts receivable (5,336) (5,724)
Inventories 5,324 1,013
Other current assets (3,815) (2,198)
Accounts payable 1,722 2,247
Accrued liabilities 8,533 8,868
------------------------
Net cash provided by operating activities 29,909 20,257
------------------------
Cash flows from investing activities:
Short term investment with affiliate (16,692) -
Purchase of property, plant and equipment (15,390) (16,789)
Purchase of other assets (1,630) (1,579)
------------------------
Net cash used in investing activities (33,712) (18,368)
------------------------
Cash flows from financing activities:
Proceeds from sale of restricted common stock 230 61
Repurchase of subordinated notes (110) (150)
Repayment of long-term debt - (228)
------------------------
Net cash provided by (used in) financing activities 120 (317)
------------------------
Effect of exchange rate changes on
cash and equivalents 499 (157)
------------------------
Net increase / (decrease) in cash
and equivalents (3,184) 1,415
Cash and equivalents:
Beginning of period 10,743 8,609
------------------------
End of period $ 7,559 $10,024
------------------------
------------------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
Page 5 of 11
<PAGE>
SILICONIX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
In the opinion of the management of the Company, the condensed consolidated
financial statements appearing herein contain all adjustments (consisting only
of normal recurring accruals) necessary for a fair presentation of the results
for, and as of the end of, the periods indicated therein. These statements
should be read in conjunction with the Company's December 31, 1994 consolidated
financial statements and notes thereto. The results of operations for the first
nine months of 1995 are not necessarily indicative of the results to be expected
for the full year.
NOTE 2. INVENTORIES
The components of inventory consist of the following:
<TABLE>
<CAPTION>
October 1, December 31,
1995 1994
---------- ---------
(000's omitted)
<S> <C> <C>
Finished goods $ 3,291 $ 6,886
Work-in-process 19,462 20,625
Raw materials 3,492 3,522
---------- ---------
$ 26,245 $ 31,033
---------- ---------
---------- ---------
</TABLE>
NOTE 3. CONTINGENCIES
The Company is party to two environmental proceedings. The first involves
property that the Company vacated in 1972. The California Regional Water Quality
Board issued a cleanup and abatement order to both the Company and the current
owner of the property. The Company subsequently reached a settlement of this
matter with the current owner in which the current owner indemnifies the Company
against any liability that may arise out of any governmental agency actions
brought for environmental cleanup of the site, including liability arising out
of the current cleanup and abatement order. The second proceeding involves the
Company's current facility in Santa Clara. The Company is currently engaged in
certain remedial action and has accrued the expected future cost.
In management's opinion, based on discussion with legal counsel and other
considerations, the ultimate resolution of the above-mentioned matters will not
have a material adverse effect on the Company's consolidated financial position
or results of operations.
Page 6 of 11
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Revenues for the third quarter of 1995 increased 28% against the third
quarter of 1994. Worldwide sales for the first nine months of 1995 increased 22%
versus the first nine months of 1994. Power MOSFET products account for most of
this increase with 49% growth in the third quarter of 1995 versus the third
quarter of 1994. This increase is primarily due to growth in the computer and
telecommunication markets in the Company's Asia Pacific region. The Company is
currently capacity constrained as the demand for its Power MOSFETs remains
strong. The Company plans to increase silicon capacity in the fourth quarter of
1995 and into 1996 for all of its Power products.
Gross profit for the third quarter of 1995 increased to 39.9% of revenues
from 36.4% in the third quarter of 1994. Gross profit for the first nine months
of 1995 increased 25% over the first nine months of 1994. Margins improved for
the third quarter of 1995 and the first nine months of 1995 as compared to the
same periods in 1994 due to favorable pricing because of increased market demand
and due to higher volumes in the production areas.
Research and development expenditures as a percentage of revenues for the
third quarter of 1995 were 7% as compared to 7.8% for the third quarter of 1994.
For the first nine months of 1995 research and development expenses as a
percentage of revenues were 7.8% as compared to 8.2% for the first nine months
of 1994. Research and development expenses are on plan for 1995 but are smaller
as a percentage of revenues than in 1994 because of the unexpectedly high
revenues achieved in 1995. The Company remains committed to the development of
future products and intends to add the necessary resources to bring its research
and development expenditures in line or exceed the previous years as a
percentage of revenues.
Selling, marketing, and administration expenses as a percentage of revenues
for the third quarter of 1995 were 20% as compared to 21% for the third quarter
of 1994. The first nine months of 1995 remain at 21% of revenues as compared to
23% for the first nine months of 1994. This decrease as a percentage of revenues
is due to revenues increasing at a faster rate compared to selling, marketing
and administration expenses.
Interest expense increased 37% in the first nine months of 1995 to $1.9
million, up $.5 million over the first nine months of 1994. The increase is the
result of higher short-term market interest rates during the first nine months
of 1995 as compared to the same period in 1994 on the Company's long term
related party debt.
Other income for the first nine months of 1995 was $.4 million as compared
to other expense of $.5 million for the first nine months of 1994. Other income
for the first nine months of 1995 is comprised mainly of interest income whereas
other expense for the first nine months of 1994 was comprised mainly of losses
on disposal of assets which were of a non-recurring nature.
Page 7 of 11
<PAGE>
Income tax expense increased in the third quarter of 1995 to $.5 million
from $.2 million in the third quarter of 1994. Tax expense for the first nine
months of 1995 as compared to the first nine months of 1994 increased as a
result of the reduction in net operating loss carryforwards available in 1995
and the increase in earnings before taxes.
During its quarterly assessment of deferred income taxes, management
reduced the valuation allowance on deferred income tax assets to realize a $1
million net deferred income tax asset in the third quarter of 1995. This
decision to recognize a net deferred income tax asset was based on management's
belief, that it is more likely than not the Company will realize benefit from a
portion of its deferred income taxes.
The primary positive factors assessed by management in reaching its conclusion
about the Company's net deferred income tax asset include:
Positive net earnings and continued increases in gross profits for the past
three years.
A 73% increase in backlog from the previous year.
A 15% growth in sales during 1994 and 22% growth in sales in the first nine
months of 1995.
An expectation for the future that, even with the extremely volatile environment
in which the Company competes, operating income of the Company will more likely
than not be sufficient to realize a portion of the deferred income tax asset.
Because of certain factors beyond management's control, there can be no
assurance that sufficient taxable income will be generated in each of the
Company's taxing jurisdictions to realize recorded tax benefits. In addition,
there can be no assurance that the Company will generate any earnings or any
specific level of continuing earnings in future years.
The primary negative factors assessed by management in reaching its conclusion
about the Company's ability to realize the net deferred income tax asset
include:
A material portion of the Company's revenues in 1995 and 1994 were derived from
the hard disk drive and personal computer markets. These markets have been
historically somewhat volatile, as demand for the end-products in these markets
has varied widely from time to time. If demand for these end-products should
decrease significantly, the producers thereof could reduce their purchase of the
Company's products which in turn could have a materially adverse effect on the
Company's financial condition and result of operation.
The Company enjoyed a proprietary role with its LITTLE FOOT products for several
years, but a number of competitors now offer second-source products. Further
under certain circumstances customers may be released from purchase orders
without the payment of any penalty. In addition, in periods like this,
characterized by heavy demand, the Company must be aware of the possibility that
customers have "double-booked" to ensure supply.
The semiconductor industry is highly competitive. Many of the Company's
competitors are larger companies with greater financial resources and limited
dependency on semiconductor products as their sole source of sales and earnings.
Therefore, the Company cannot be assured of its future competitive position in
the marketplace.
Page 8 of 11
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Cash flows from operations were $29.9 million for the nine-month period
ended October 1, 1995 as compared to $20.3 million in the comparable period of
1994. Cash and equivalents decreased by $3.2 million from December 31,1994 due
to cash used by investing and financing activities exceeding cash from
operations. 1995 cash flows are expected to be sufficient to fund operations,
investments, research and development.
Beginning in the third quarter of 1995, the Company began to participate in
the cash concentration system established by Daimler Benz North America, an
affiliate company, whereby excess cash is pooled and invested on a short term
basis with the affiliate company to obtain a higher rate of return. This event
resulted in a decrease in cash and an increase of $16.7 million in short term
investment with affiliate.
Accounts receivable increased $2.7 million or 9% from December 31, 1994
solely as a result of strong sales during the first nine months of 1995. Strong
sales in Europe during the first nine months account for a large portion of this
increase due to the longer payment terms typically afforded European customers.
Inventories decreased $4.8 million or 15.4% from December 31,1994 due
mainly to the increase in sales and high demand for the Company's semiconductor
products during the first nine months of 1995.
Capital expenditures were $15.4 million in the first nine months of 1995.
These related mostly to additions for plant capacity expansion and regulatory
compliance. 1995 capital expenditures are expected to exceed the 1994 annual
level of $25.0 million.
Current liabilities increased $10.3 million or 21.4% from December 31,
1994. This increase is mainly due to timing of payments and the increase in the
overall business activities during the first nine months of 1995.
Page 9 of 11
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Not applicable.
b) There was one report on Form 8-K filed during the quarter ended
October 1, 1995. The only item reported was Item 5 - Other
Events. The following financial statements were filed:
a) Condensed consolidated statements of operations for the
three and six months ended July 2, 1995 and July 3, 1994
b) Condensed consolidated balance sheets as of July 2, 1995 and
December 31, 1994.
The report was electronically filed with the Commission on July 21, 1995.
Page 10 of 11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SILICONIX INCORPORATED
Date: November 15, 1995 By: /s/ Juergen F. Biehn
-------------------------
Juergen F. Biehn
Vice President and
Chief Financial Officer
Page 11 of 11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> OCT-01-1995
<CASH> 7,559
<SECURITIES> 0
<RECEIVABLES> 40,754
<ALLOWANCES> (7,652)
<INVENTORY> 26,245
<CURRENT-ASSETS> 101,056
<PP&E> 189,730
<DEPRECIATION> (115,396)
<TOTAL-ASSETS> 181,298
<CURRENT-LIABILITIES> 58,645
<BONDS> 0
<COMMON> 100
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 181,298
<SALES> 178,489
<TOTAL-REVENUES> 178,489
<CGS> 109,971
<TOTAL-COSTS> 50,642
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,949
<INCOME-PRETAX> 16,296
<INCOME-TAX> 1,916
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,380
<EPS-PRIMARY> 1.44
<EPS-DILUTED> 1.44
</TABLE>
