SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-7422
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STANDARD MICROSYSTEMS CORPORATION
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 11-2234952
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
80 ARKAY DRIVE, HAUPPAUGE, NEW YORK 11788
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(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 July 14, 1999 there were 15,621,982 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>
May 31, February 28,
1999 1999
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents .......................... $ 68,354 $ 68,071
Short-term investments ............................. 2,000 2,000
Accounts receivable, net of allowance for doubtful
accounts of $1,151 and $1,111, respectively ...... 21,048 22,608
Inventories ........................................ 17,184 13,785
Deferred tax benefits .............................. 7,681 8,154
Other current assets ............................... 10,971 9,142
--------- ---------
Total current assets ............................... 127,238 123,760
========= =========
Property, plant and equipment:
Land ............................................... 3,832 3,832
Buildings and improvements ......................... 30,134 29,846
Machinery and equipment ............................ 64,669 63,890
--------- ---------
98,635 97,568
Less: accumulated depreciation .................... 64,081 62,916
--------- ---------
Property, plant and equipment, net ................. 34,554 34,652
--------- ---------
Other assets ......................................... 37,639 38,219
Net assets of discontinued operation ................. 5,567 5,336
--------- ---------
$ 204,998 $ 201,967
========= =========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable ................................... $ 13,370 $ 8,873
Accrued expenses and other liabilities ............. 12,654 14,453
Current portion of obligations under capital leases. 870 852
--------- ---------
Total current liabilities .......................... 26,894 24,178
--------- ---------
Obligations under capital leases ..................... 2,793 3,017
Other liabilities .................................... 4,925 4,799
Minority interest in subsidiary ...................... 11,540 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 16,134,000 and 16,045,000
shares, respectively ............................. 1,613 1,605
Additional paid-in capital ......................... 109,138 108,665
Retained earnings .................................. 47,629 47,454
Treasury stock, 521,000 shares, at cost ............ (2,957) (2,957)
Accumulated other comprehensive income ............. 3,423 3,667
--------- ---------
Total shareholders' equity .......................... 158,846 158,434
--------- ---------
$ 204,998 $ 201,967
========= =========
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
STANDARD MICROSYSTEMS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
Three Months Ended
May 31,
1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Revenues .............................................. $ 35,430 $ 35,284
Cost of goods sold .................................... 21,791 22,268
-------- --------
Gross profit .......................................... 13,639 13,016
-------- --------
Operating expenses:
Research and development ............................ 5,690 3,665
Selling, general and administrative ................. 8,252 6,661
-------- --------
13,942 10,326
-------- --------
Income (loss) from operations ......................... (303) 2,690
-------- --------
Other income (expense):
Interest income ..................................... 646 591
Interest expense .................................... (77) (62)
Other income (expense), net ......................... (4) (35)
-------- --------
565 494
-------- --------
Income before provision for income taxes
and minority interest ............................... 262 3,184
Provision for income taxes ............................ 86 1,170
Minority interest in net income (loss) of subsidiary .. 1 (4)
-------- --------
Income from continuing operations ..................... 175 2,018
-------- --------
Loss from discontinued operation (net of income tax
benefit of $885) .................................... - (1,573)
-------- --------
Net income ........................................... $ 175 $ 445
======== ========
Basic and diluted net income per share:
Income from continuing operations ................... $ 0.01 $ 0.13
Loss from discontinued operation .................... - (0.10)
-------- --------
Basic and diluted net income per share: ............... $ 0.01 $ 0.03
======== ========
Weighted average common shares outstanding :
Basic ............................................... 15,575 15,946
Diluted ............................................. 15,601 16,034
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
STANDARD MICROSYSTEMS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
May 31,
1999 1998
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<S> <C> <C>
Cash flows from operating activities:
Cash received from customers ........................... $ 36,956 $ 32,170
Cash paid to suppliers and employees ................... (31,158) (28,256)
Interest received ...................................... 529 494
Interest paid .......................................... (77) (62)
Income taxes paid ...................................... (1,114) (77)
-------- --------
Net cash provided by operating activities .............. 5,136 4,269
-------- --------
Cash flows from investing activities:
Capital expenditures ................................... (2,110) (1,067)
Sales of machinery and equipment ....................... 207 12
Sales of short-term investments ........................ - 4,603
Other .................................................. (26) (31)
-------- --------
Net cash provided by (used for) investing activities ... (1,929) 3,517
-------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock ................. 216 242
Repayments of obligations under capital leases ......... (206) (134)
-------- --------
Net cash provided by financing activities .............. 10 108
-------- --------
Effect of foreign exchange rate changes on cash and cash
equivalents ............................................ (189) (638)
-------- --------
Net cash used for discontinued operations ................ (2,745) (3,119)
-------- --------
Net increase in cash and cash equivalents ................ 283 4,137
Cash and cash equivalents at beginning of period ......... 68,071 47,155
-------- --------
Cash and cash equivalents at end of period ............... $ 68,354 $ 51,292
======== ========
Reconciliation of income from continuing operations to net cash provided by
operating activities:
Income from continuing operations ........................ $ 175 $ 2,018
Adjustments to reconcile income from continuing operations to net cash provided
by operating activities:
Depreciation and amortization .......................... 2,410 3,016
Other adjustments, net ................................. 221 139
Changes in operating assets and liabilities:
Accounts receivable .................................... 1,430 (3,207)
Inventories ............................................ (3,441) (1,453)
Accounts payable and accrued expenses and
other liabilities ..................................... 5,987 4,585
Other changes, net ..................................... (1,646) (829)
-------- --------
Net cash provided by operating activities ................ $ 5,136 $ 4,269
======== ========
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 month period ended May 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):
May 31, 1999 Feb. 28, 1999
--------------------------------------------------------------
Raw Materials ................ $ 548 $ 475
Work in Process .............. 10,223 9,310
Finished Goods ............... 6,413 4,000
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$17,184 $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):
Three months ended May 31, 1999 1998
-------------------------------------------------------------
Average shares outstanding for
basic net income per share ............. 15,575 15,946
Dilutive effect of stock options ........ 26 88
------ ------
Average shares outstanding for
diluted net income per share ........... 15,601 16,034
====== ======
<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 loss for the three month periods ended May 31, 1999 and
1998 were as follows (in thousands):
Three months ended May 31, 1999 1998
---------------------------------------------------------------
Net income ............................... $ 175 $ 445
Other comprehensive income (loss):
Currency translation adjustment ......... (325) (981)
Unrealized gain (loss) on investment .... 81 (72)
------ ------
Total comprehensive loss $ (69) $ (608)
====== ======
5. Subsequent Event
In March 1999, the Company's Board of Directors approved a plan for the
Company to divest its Foundry Business Unit (FBU), which had been
experiencing operating losses over the past several years. This
divestiture was completed on June 1, 1999, with the Company signing an
Asset Purchase Agreement, and related agreements, selling the assets of
its Foundry Business Unit to privately held Inertia Optical Technology
Applications, Inc. (IOTA) of Newark, NJ. The combined businesses will
hereafter operate as Standard MEMS,Inc. (SMI).
The transaction was effected through IOTA's purchase of the FBU's assets
from SMSC in exchange for 38% of IOTA's outstanding common stock.
Standard MEMS, Inc. is accordingly majority owned by the previous
shareholders of IOTA. SMSC has committed to reducing its 38% interest in
SMI to 19% or less within one year.
<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.
The Company operates in one industry segment in which it designs, develops and
markets integrated circuits for the personal computer and related industries.
REVENUES
Revenues of $35.4 million for the first quarter of fiscal 2000 remained
approximately level compared to revenues of $35.3 million for the year-earlier
period. During the first quarter of fiscal 2000, the Company's input/output
(I/O) products continued to experience declining average selling prices, the
impact of which was partially offset by an increase in units shipped. The
Company's introduction of its connectivity product line also helped to offset
this decline in I/O average selling prices. High-volume shipments of
connectivity products began in the second quarter of fiscal 1999.
Revenues for the first quarter of fiscal 2000 were adversely impacted by lower
shipments to two of the Company's larger customers. Specifically, the previously
well-publicized delay in the introduction of the Camino chipset by Intel
Corporation has delayed high-volume shipments of SMSC's new family of Enhanced
Super I/O products designed for the chipset's Low Pin Count (LPC) bus
architecture. Current expectations are that the Camino chipset will be
introduced in August or September of this year.
The Company's I/O products accounted for 73.2% of the Company's total revenue
for the first quarter of fiscal 2000, compared to 83.5% for the year earlier
quarter.
GROSS PROFIT
The Company's gross profit percentage for the first quarter of fiscal 2000
increased to 38.5%, compared to 36.9% reported for the first quarter of fiscal
1999. This improvement can be attributed to the Company's continuing efforts to
reduce product costs and the impact of new, higher margined products.
OPERATING EXPENSES
Research and development expenses increased to $5.7 million in the first quarter
of fiscal 2000, compared to $3.7 million for the first quarter of fiscal 1999.
This increase reflects increased spending on new product development programs,
an increase in the engineering staff, increased engineering test development
activity and the impact of a business acquisition executed by the Company's
Japanese subsidiary during the second quarter of fiscal 1999. The Company's R&D
efforts include new product design, qualification, and a continuous migration to
smaller geometries and more advanced semiconductor process technologies. Through
these efforts, the Company has been able to introduce new products, and maintain
and increase its gross margins while decreasing average selling prices to meet
competition. 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.
Selling, general and administrative expenses increased to $8.2 million in the
first quarter of fiscal 2000, compared to $6.7 million for the year-earlier
quarter. This increase is 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 in the first quarter of fiscal 2000
from $0.5 for the year-earlier period. This increase is predominately due to
higher average balances of cash and cash equivalents available for investment
during the current year.
INCOME TAXES
For the three month period ended May 31, 1999 income taxes have been provided at
an effective tax rate of 32.8%, compared to 36.7% in the year earlier period.
The Company's reduced effective income tax rate in fiscal 2000 primarily
reflects the impact of tax-exempt interest income earned on the Company's
short-term investments. 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 were $70.4 million at May 31,
1999, compared to $70.1 million at February 28, 1999 an increase of $0.3 million
during the quarter. Working capital increased to $100.3 million as of May 31,
1999, from $99.6 million at February 28, 1999.
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 $2.7
million of cash in its operation during the first quarter of fiscal 2000.
An increase in the Company's inventory as of May 31, 1999 to $17.2 million,
compared to $13.8 million at February 28, 1999, reflects new product
introductions expected to occur in the second and third quarters of fiscal 2000.
Overall inventory turnover of 5.1 times per year (calculated as of May 31, 1999)
is still well within the Company's expectations.
The Company has in the past acquired or invested in complementary businesses,
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, and existing lines of credit
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.
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 is currently installing additional new information
systems and expects all internal information systems to achieve Year 2000
compliance during the middle of calendar year 1999. 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.
The Company is continuing to reasonably assess the impact, if any, that third
parties which may not be Year 2000 compliant may have on its operations, and
expects to complete this assessment by the end of June 1999.
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.
<PAGE>
PART II - OTHER INFORMATION
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: July 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> 3-MOS
<FISCAL-YEAR-END> FEB-29-2000
<PERIOD-END> MAY-31-1999
<CASH> 68,354
<SECURITIES> 2,000
<RECEIVABLES> 21,048
<ALLOWANCES> 1,151
<INVENTORY> 17,184
<CURRENT-ASSETS> 127,238
<PP&E> 98,635
<DEPRECIATION> 64,081
<TOTAL-ASSETS> 204,998
<CURRENT-LIABILITIES> 26,894
<BONDS> 0
0
0
<COMMON> 1,613
<OTHER-SE> 157,233
<TOTAL-LIABILITY-AND-EQUITY> 204,998
<SALES> 35,430
<TOTAL-REVENUES> 35,430
<CGS> 21,791
<TOTAL-COSTS> 21,791
<OTHER-EXPENSES> 13,942
<LOSS-PROVISION> 40
<INTEREST-EXPENSE> 77
<INCOME-PRETAX> 262
<INCOME-TAX> 86
<INCOME-CONTINUING> 175
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 175
<EPS-BASIC> 0.01
<EPS-DILUTED> 0.01
</TABLE>
