SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------------------------------
FORM 10-Q
-----------------------------------------------------------------
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-7422
-----------------------------------------------------------------
STANDARD MICROSYSTEMS CORPORATION
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 11-2234952
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
80 ARKAY DRIVE, HAUPPAUGE, NEW YORK 11788
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 516-435-6000
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 ________
As of October 14, 1999 there were 15,680,114 shares of the registrant's
common stock outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STANDARD MICROSYSTEMS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
August 31, February 28,
1999 1999
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents .......................... $ 62,718 $ 68,071
Short-term investments ............................. 8,000 2,000
Accounts receivable, net of allowance for doubtful
accounts of $1,132 and $1,111, respectively ...... 19,861 22,608
Inventories ........................................ 19,681 13,785
Deferred tax benefits .............................. 6,989 8,154
Other current assets ............................... 10,742 9,142
--------- ---------
Total current assets ............................... 127,991 123,760
========= =========
Property, plant and equipment:
Land ............................................... 3,832 3,832
Buildings and improvements ......................... 30,651 29,846
Machinery and equipment ............................ 65,929 63,890
--------- ---------
100,412 97,568
Less: accumulated depreciation .................... 66,573 62,916
--------- ---------
Property, plant and equipment, net ................. 33,839 34,652
--------- ---------
Other assets ......................................... 43,699 38,219
Net assets of discontinued operation ................. - 5,336
--------- ---------
$ 205,529 $ 201,967
========= =========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable ................................... $ 11,672 $ 8,873
Accrued expenses and other liabilities ............. 12,336 14,453
Current portion of obligations under capital leases. 888 852
--------- ---------
Total current liabilities .......................... 24,896 24,178
--------- ---------
Obligations under capital leases ..................... 2,564 3,017
Other liabilities .................................... 5,091 4,799
Minority interest in subsidiary ...................... 11,539 11,539
Shareholders' equity:
Preferred stock, $.10 par value-
Authorized 1,000,000 shares, none outstanding .... - -
Common stock, $.10 par value-
Authorized 30,000,000 shares,
outstanding 16,160,000 and 16,045,000
shares, respectively ............................. 1,616 1,605
Additional paid-in capital ......................... 109,416 108,665
Retained earnings .................................. 48,387 47,454
Treasury stock, 521,000 shares, at cost ............ (2,957) (2,957)
Accumulated other comprehensive income ............. 4,977 3,667
--------- ---------
Total shareholders' equity .......................... 161,439 158,434
--------- ---------
$ 205,529 $ 201,967
========= =========
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
STANDARD MICROSYSTEMS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
August 31, August 31,
-------------------- --------------------
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues .............................................. $ 38,268 $ 37,865 $ 73,697 $ 73,149
Cost of goods sold .................................... 23,430 23,918 45,221 46,186
-------- -------- -------- --------
Gross profit .......................................... 14,838 13,947 28,476 26,963
-------- -------- -------- --------
Operating expenses:
Research and development ............................ 5,871 4,280 11,561 7,946
Selling, general and administrative ................. 8,342 7,030 16,593 13,690
-------- -------- -------- --------
14,213 11,310 28,154 21,636
-------- -------- -------- --------
Income from operations ................................ 625 2,637 322 5,327
-------- -------- -------- --------
Other income (expense):
Interest income ..................................... 731 600 1,377 1,191
Interest expense .................................... (73) (59) (150) (121)
Other expense ....................................... (46) (43) (49) (78)
-------- -------- -------- --------
612 498 1,178 992
-------- -------- -------- --------
Income before provision for income taxes
and minority interest ............................... 1,237 3,135 1,500 6,319
Provision for income taxes ............................ 480 1,141 567 2,311
Minority interest in net income (loss) of subsidiary .. (1) 22 - 18
-------- -------- -------- --------
Income from continuing operations ..................... 758 1,972 933 3,990
-------- -------- -------- --------
Loss from discontinued operation, (net of income
taxes of ($769) and ($1,653), respectively) ......... - (1,367) - (2,939)
-------- -------- -------- --------
Net income ............................................ $ 758 $ 605 $ 933 $ 1,051
======== ======== ======== ========
Basis and diluted net income per share:
Income from continuing operations ................... $ 0.05 $ 0.12 $ 0.06 $ 0.25
Loss from discontinued operation .................... - (0.08) - (0.18)
-------- -------- -------- --------
Basic and diluted net income per share ................ $ 0.05 $ 0.04 $ 0.06 $ 0.07
======== ======== ======== ========
Weighted average common shares outstanding
Basic 15,626 15,978 15,598 15,961
Diluted 15,680 16,031 15,639 16,021
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
STANDARD MICROSYSTEMS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
August 31,
------------------------
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers ..................................... $ 76,716 $ 66,305
Cash paid to suppliers and employees ............................. (69,840) (65,842)
Interest received ................................................ 1,361 1,282
Interest paid .................................................... (150) (121)
Income taxes paid ................................................ (1,152) (54)
-------- --------
Net cash provided by operating activities ........................ 6,935 1,570
-------- --------
Cash flows from investing activities:
Capital expenditures ............................................. (4,025) (2,648)
Sales of machinery and equipment ................................. 408 12
Purchases of short-term investments .............................. (6,000) (3,002)
Sales of short-term investments .................................. - 8,606
Other ............................................................ 7 (740)
-------- --------
Net cash provided by (used for) investing activities ............. (9,610) 2,228
-------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock ........................... 295 288
Repayments of obligations under capital leases ................... (417) (271)
-------- --------
Net cash provided by (used for) financing activities ............. (122) 17
-------- --------
Effect of foreign exchange rate changes on cash and cash equivalents 576 (544)
-------- --------
Net cash provided by (used for) discontinued operations ............ (3,132) 10,275
-------- --------
Net increase (decrease) in cash and cash equivalents ............... (5,353) 13,546
Cash and cash equivalents at beginning of period ................... 68,071 47,155
-------- --------
Cash and cash equivalents at end of period ......................... $ 62,718 $ 60,701
======== ========
Reconciliation of income from continuing operations
to net cash provided by operating activities:
Income from continuing operations .................................. $ 933 $ 3,990
Adjustments to reconcile income from continuing operations
to net cash provided by operating activities:
Depreciation and amortization .................................. 4,902 6,085
Other adjustments, net ......................................... 471 355
Changes in operating assets and liabilities:
Accounts receivable ............................................ 2,921 (6,805)
Inventories .................................................... (5,735) (6,578)
Accounts payable and accrued expenses and other liabilities .... 4,553 4,032
Other changes, net ............................................. (1,110) 491
-------- --------
Net cash provided by operating activities .......................... $ 6,935 $ 1,570
======== ========
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
STANDARD MICROSYSTEMS CORPORATION
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The unaudited interim financial statements furnished reflect all
adjustments (consisting of only normal and recurring adjustments) which
are, in the opinion of management, necessary to present a fair
statement of the Company's financial position and results of operations
for the three and six month periods ended August 31, 1999. The
financial statements should be read in conjunction with the summary of
significant accounting policies and notes to consolidated financial
statements included in the Company's annual report on Form 10-K filed
with the Securities and Exchange Commission for the fiscal year ended
February 28, 1999.
Certain items shown have been reclassified to conform with the fiscal
2000 presentation.
2. Inventories
Inventories are valued at the lower of first-in, first-out cost or
market and consist of the following (in thousands):
Aug. 31, 1999 Feb. 28, 1999
--------------------------------------------------------
Raw Materials $ 667 $ 475
Work in Process 12,964 9,310
Finished Goods 6,050 4,000
------- -------
$19,681 $13,785
======= =======
3. Net Income Per Share
Basic net income per share is based upon the weighted-average number of
common shares outstanding during the period. Diluted net income per
share is computed using the weighted-average common shares outstanding
during the period plus the dilutive effect of shares issuable through
stock options and warrants. The shares used in calculating basic and
diluted net income per share are reconciled as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
August 31, August 31,
------------------ -----------------
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Average shares outstanding for
basic net income per share .............. 15,626 15,978 15,598 15,961
Dilutive effect of stock options .......... 54 53 41 60
------ ------ ------ ------
Average shares outstanding for
diluted net income per share ............ 15,680 16,031 15,639 16,021
====== ====== ====== ======
</TABLE>
<PAGE>
4. Comprehensive Income
The Company's other comprehensive income consists of foreign
currency translation adjustments from those subsidiaries not using the
U.S. dollar as their functional currency, and unrealized gains and
losses on a long-term equity investment. The components of the
Company's comprehensive income (loss) for the three and six month
periods ended August 31, 1999 and 1998 were as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
August 31, August 31,
------------------ -------------------
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Net income ................................ $ 758 $ 605 $ 933 $ 1,051
Other comprehensive income (loss):
Currency translation adjustment ......... 268 28 962 (953)
Unrealized gain (loss) on investment .... 1,286 (387) 348 (459)
------ ------ ------ ------
Total comprehensive income (loss) ......... $2,312 $ 246 $2,243 $ (361)
====== ====== ====== =======
</TABLE>
<PAGE>
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
OVERVIEW
Standard Microsystems Corporation (the "Company") is a worldwide supplier of
metal-oxide-semiconductor/very-large-scale-integrated (MOS/VLSI) circuits for
the personal computer (PC) and related industries. The Company's integrated
circuits are developed and sold for applications in PC input/output (I/O), PC
connectivity, Local Area Networking (LAN), PC systems logic, and embedded
networking.
Standard Microsystems Corporation operates in one industry segment in which it
designs, develops and markets integrated circuits for the personal computer and
related industries.
REVENUES
For the three and six month periods ended August 31,1999, revenues were $38.3
million and $73.7 million, respectively, compared to revenues of $37.9 million
and $73.1 million for the corresponding year-earlier periods.
The Company has experienced significant increases in the unit volume shipments
year-over-year. For the three and six month periods ended August 31, 1999 the
Company shipped 12.8 million units and 23.0 million units, respectively,
compared to 9.4 million units and 17.5 million units for the prior year
periods. The revenue associated with this increased unit volume was partially
offset by declining average selling prices, particularly for input/output (I/O)
products.
GROSS PROFIT
The Company's gross profit percentage for the second quarter of fiscal 2000
increased to 38.8%, compared to 36.8% reported for the second quarter of fiscal
1999, and was 38.6% for the six month period ended August 31, 1999 compared to
36.9% for the year earlier six month period. These improvements can be
attributed to the Company's continuing efforts to reduce product costs through
aggressive manufacturing cost reduction programs, and the migration to new
higher margined products.
OPERATING EXPENSES
Research and development expenses (R&D) increased to $5.9 million in the second
quarter of fiscal 2000, compared to $4.3 million in the second quarter of
fiscal 1999. For the six month period ended August 31, 1999, research and
development expenses increased to $11.6 million from $7.9 million for the year
earlier period.
The Company's increased R&D spending reflects new product initiatives and
increased spending in new test designs and validations. In developing new test
designs, the Company is committed to increasing testing efficiencies, which
lowers the cost to manufacture a product. Through its R&D efforts, the Company
has been able to introduce new products, and maintain or increase its gross
margins despite decreasing average selling prices. The Company's future product
plans include expanding its product line into microprocessor chipsets, and some
of the Company's expanded R&D investments reflect this strategy.
For the three and six month periods ended August 31, 1999, selling, general and
administrative expenses increased to $8.3 and $16.6 million, respectively, from
$7.0 and $13.7 million for the year-earlier periods. These increases are
primarily associated with the elimination of certain administrative cost
subsidies received by the Company related to the Company's 1997 sale of its
former local area networking business.
OTHER INCOME AND EXPENSE
Other income and expense increased to $0.6 million in the second quarter of
fiscal 2000 from $0.5 million for the year-earlier period, and for the six
month period ended August 31, 1999, increased to $1.2 million from $1.0 million
in the year earlier period. These increases are predominately due to interest
income received on higher average balances of cash and cash equivalents
available for investment during the current year, and an investment portfolio
mix change to taxable securities from tax-exempt securities.
INCOME TAXES
For the three and six month periods ended August 31, 1999, income tax
provisions have been provided at effective tax rates of 38.8% and 37.8%,
respectively, compared to tax provisions recorded at effective rates of 36.4%
and 36.6% for the corresponding year-earlier periods. The Company's effective
income tax rate primarily reflects statutory tax rates, income tax credits, and
the impact of certain non-deductible expenses and tax-exempt income.
LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents and short-term investments increased to $70.7 million at
August 31, 1999, compared to $70.1 million at February 28, 1999, an increase of
$0.6 million. Working capital increased to $103.1 million as of August 31,
1999, from $99.6 million at February 28, 1999, an increase of $3.5 million.
The Company's principle source of liquidity was its operating activities,
providing $6.9 million of cash for the six month period ended August 31, 1999.
The Company used $4.0 million for capital expenditures, which were
predominantly in the areas of research and development and to increase
production testing capacity.
In June 1999, the Company completed the sale of a majority interest in its
Foundry Business Unit, which had been experiencing operating losses in recent
years. This business unit, classified as a discontinued operation, consumed
$3.1 million in cash for the six month period ended August 31, 1999,
representing losses of the operation prior to its sale, and related expenses.
Inventory increased to $19.7 million as of August 31, 1999 compared to $13.8
million at February 28, 1999. This increase reflects the Company's expectations
for increasing shipments in the third quarter, which traditionally has been a
strong quarter in the personal computer industry, as well as new product
introductions expected to occur during the third and fourth quarters of fiscal
2000.
The Company's previous $10 million revolving line of credit expired in July
1999. There had been no borrowings under this credit line since October 1997.
The expiration of this line of credit will save the Company approximately
$70,000 in annual costs.
The Company has in the past acquired or invested in complementary businesses
and technologies, and has licensed the right to use intellectual property. The
Company has also used equity investments in, prepayments to, or deposits with
foundries to secure wafer-manufacturing capacity. The Company will consider
similar arrangements in the future if the needs or opportunities arise.
The Company believes that existing cash, cash equivalents, and short-term
investments, together with cash from operations will be sufficient to meet its
cash requirements for the foreseeable future.
OTHER FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
Certain statements and information contained in this quarterly report
constitute "forward-looking statements" within the meaning of the Federal
Securities laws. These forward-looking statements involve risks and
uncertainties, which may cause actual results and performance to be different
from those expressed or implied in such statements.
The Company's operating results are subject to general economic conditions and
a variety of risks characteristic of the semiconductor and personal computer
industries, including cyclical market patterns, price erosion, product
development risks, technological change, business conditions and concentrations
in Asia, reliance upon foundries and subcontractors, and forecasts of product
demand, any of which could cause the Company's operating results to differ
materially from past results.
For a further discussion of such risks, see "Risk Factors" in Part 2, Item 7 -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included within the Company's Annual Report on Form 10-K filed for
the fiscal year ended February 28, 1999.
The Company maintains several equity investments in non-public companies which
operate in the semiconductor or personal computer industry, resulting from
strategic business relationships or other investment opportunities, which were
deemed beneficial to the Company. These companies are subject to many of the
same risks and uncertainties faced by the Company. These investments, which are
reported at cost on the Company's Consolidated Balance Sheet, are reviewed
regularly for events and circumstances that may effect their current and future
value, within the provisions of Statement of Financial Accounting Standards No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of.
In September 1999, a major earthquake caused widespread damage and business
interruptions in Taiwan. A significant portion of the world's personal computer
component and circuit board manufacturing, as well as personal computer
assembly, occurs in Taiwan. Many of the Company's suppliers and customers are
based in, or do significant business in, Taiwan. The Company is currently
assessing the impact, if any, that this issue may have on its operations, but
is unable to quantify such impact, if any, at this time.
YEAR 2000 DISCUSSION
Many computer programs were designed to perform data computations on the last
two digits of the numerical value of a year. When computations referencing the
year 2000 are performed, these programs may interpret "00" as the year 1900 and
could either corrupt the date-related computations or not process them at all.
As a result, many software and computer systems may need to be upgraded or
replaced in order to comply with such year 2000 requirements.
The Company has a comprehensive Year 2000 project designed to identify and
assess the risks associated with its information systems, products, operations
and suppliers that are not Year 2000 compliant, and to develop, test and
implement remediation and contingency plans to mitigate these risks. The
Company's Year 2000 project is addressing risks in the areas of business
application software, technical infrastructure, end-user computing, engineering
and development tools, supplier and service provider compliance, manufacturing
tools, facilities infrastructure and the Company's products. In addition, the
Company provides its customers with information on its Year 2000 project and
progress made towards Year 2000 compliance.
Several years ago, the Company installed certain Year 2000 compliant
information systems, and has moved a substantial portion of its core business
applications to this platform. The Company has installed new information
systems and considers all internal information systems to be Year 2000
compliant. The Company is also assessing the impact of the Year 2000 issue on
its products, and has not identified, and does not expect to identify, any
material issues in that regard. Because most of the Company's information
systems achieved Year 2000 compliance with the transition to a new information
system several years ago, the Company has not incurred any material
expenditures to specifically address Year 2000 issues. Going forward, the
Company is committed to expending the resources necessary to address this
issue, but at this time, does not anticipate any material expenditures for the
resolution of Year 2000 issues relating to either its own information systems
or its products. However, the Company could be adversely impacted by Year 2000
issues faced by significant vendors, suppliers and service organizations with
which the Company conducts business. Based solely on responses received to
date from these parties, the Company has no reason to believe that there will
be any material adverse impact on the Company's financial condition or results
of operations relating to any Year 2000 issues of such parties. However, if
the responses received from these third parties are not accurate or happen to
change, then there could be an unforeseen material adverse impact on the
Company's financial condition and results of operations.
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Reference is made to Part II, Item 7A, Quantitative and Qualitative Disclosures
about Market Risk, in the Registrant's Annual Report on Form 10-K for the year
ended February 28, 1999. The nature and scope of market risks addressed therein
have not materially changed.
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The following matters were submitted to a vote of security holders at the
registrant's annual meeting of shareholders which was held on July 13, 1999.
The following were elected directors, each receiving the number of votes set
opposite their respective name:
Broker
For Withheld Non-Votes
Steven J. Bilodeau 14,389,426 381,600 -0-
Peter F. Dicks 14,384,532 386,494 -0-
The selection of Arthur Andersen LLP as the Company's auditors for the current
year was ratified by the following vote:
Broker
For Against Abstain Non-Votes
14,660,553 78,565 31,908 -0-
The 1999 Stock Option Plan was approved and adopted by the following vote:
Broker
For Against Abstain Non-Votes
13,893,624 833,505 43,897 -0-
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
None.
<PAGE>
SIGNATURE
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.
STANDARD MICROSYSTEMS CORPORATION
(Registrant)
DATE: October 14, 1999 /S/ Eric M. Nowling
---------------------------------
(Signature)
Eric M. Nowling
Vice President - Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-29-2000
<PERIOD-END> AUG-31-1999
<CASH> 62,718
<SECURITIES> 8,000
<RECEIVABLES> 19,861
<ALLOWANCES> 1,132
<INVENTORY> 19,681
<CURRENT-ASSETS> 127,991
<PP&E> 100,412
<DEPRECIATION> 66,573
<TOTAL-ASSETS> 205,529
<CURRENT-LIABILITIES> 24,896
<BONDS> 0
0
0
<COMMON> 1,616
<OTHER-SE> 159,823
<TOTAL-LIABILITY-AND-EQUITY> 205,529
<SALES> 73,697
<TOTAL-REVENUES> 73,697
<CGS> 45,221
<TOTAL-COSTS> 45,221
<OTHER-EXPENSES> 28,154
<LOSS-PROVISION> 70
<INTEREST-EXPENSE> 150
<INCOME-PRETAX> 1,500
<INCOME-TAX> 567
<INCOME-CONTINUING> 933
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 933
<EPS-BASIC> 0.06
<EPS-DILUTED> 0.06
</TABLE>
