CONOLIDATED BALANCE SHEETS
CONOLIDATED BALANCE SHEETS (USD $) | |||||||||||||||||||
In Thousands | Mar. 31, 2010
| Mar. 31, 2009
| |||||||||||||||||
ASSETS | |||||||||||||||||||
Cash and cash equivalents | $492,130 | $446,329 | |||||||||||||||||
Short-term investments | 722,193 | 943,616 | |||||||||||||||||
Accounts receivable, net | 137,806 | 88,525 | |||||||||||||||||
Inventories | 116,579 | 131,510 | |||||||||||||||||
Prepaid expenses | 13,068 | 11,447 | |||||||||||||||||
Deferred tax assets | 77,810 | 69,626 | |||||||||||||||||
Other current assets | 51,383 | 51,736 | |||||||||||||||||
Total current assets | 1,610,969 | 1,742,789 | |||||||||||||||||
Property, plant and equipment, net | 493,039 | 531,687 | |||||||||||||||||
Long-term investments | 317,215 | 50,826 | |||||||||||||||||
Goodwill | 40,338 | 36,165 | |||||||||||||||||
Intangible assets, net | 35,527 | 25,718 | |||||||||||||||||
Other assets | 19,225 | 18,526 | [1] | ||||||||||||||||
Total assets | 2,516,313 | 2,405,711 | [1] | ||||||||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||||
Accounts payable | 44,238 | 29,228 | |||||||||||||||||
Accrued liabilities | 60,211 | 42,486 | |||||||||||||||||
Deferred income on shipments to distributors | 98,941 | 83,931 | |||||||||||||||||
Total current liabilities | 203,390 | 155,645 | |||||||||||||||||
Junior convertible debentures | 340,672 | 334,184 | [1] | ||||||||||||||||
Long-term income tax payable | 57,140 | 70,051 | |||||||||||||||||
Deferred tax liability | 376,713 | 351,686 | [1] | ||||||||||||||||
Other long-term liabilities | 5,018 | 3,834 | |||||||||||||||||
Stockholders' equity: | |||||||||||||||||||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued or outstanding | 0 | 0 | |||||||||||||||||
Common stock, $0.001 par value; 450,000,000 shares authorized; 218,789,994 shares issued and 185,329,144 shares outstanding at March 31, 2010; 218,789,994 shares issued and 182,769,124 shares outstanding at March 31, 2009 | 185 | 183 | |||||||||||||||||
Additional paid-in capital | 1,276,822 | 1,281,936 | [1] | ||||||||||||||||
Retained earnings | 1,266,699 | 1,299,250 | [1] | ||||||||||||||||
Accumulated other comprehensive income | 3,032 | 4,312 | |||||||||||||||||
Common stock held in treasury: 33,460,850 shares at March 31, 2010; 36,020,870 shares at March 31, 2009 | (1,013,358) | (1,095,370) | |||||||||||||||||
Total stockholders' equity | 1,533,380 | 1,490,311 | [1] | ||||||||||||||||
Total liabilities and stockholders' equity | $2,516,313 | $2,405,711 | [1] | ||||||||||||||||
[1]As adjusted due to the adoption of ASC Subtopic 470-20, Debt with conversion and Other Options - Cash Conversion |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (USD $) | |||||||||||||||||||
In Thousands, except Per Share data | 12 Months Ended
Mar. 31, 2010 | 12 Months Ended
Mar. 31, 2009 | 12 Months Ended
Mar. 31, 2008 | ||||||||||||||||
Income Statement [Abstract] | |||||||||||||||||||
Net sales | $947,729 | $903,297 | $1,035,737 | ||||||||||||||||
Cost of sales | 413,487 | [1] | 386,793 | [2] | 410,799 | [3] | |||||||||||||
Gross profit | 534,242 | 516,504 | 624,938 | ||||||||||||||||
Operating expenses: | |||||||||||||||||||
Research and development | 120,823 | [1] | 115,524 | [2] | 120,864 | [3] | |||||||||||||
Selling, general and administrative | 167,222 | [1] | 161,218 | [2] | 175,646 | [3] | |||||||||||||
Special charges | 1,238 | 6,434 | 26,763 | ||||||||||||||||
Total operating expenses | 289,283 | 283,176 | 323,273 | ||||||||||||||||
Operating income | 244,959 | 233,328 | 301,665 | ||||||||||||||||
Other income (expense): | |||||||||||||||||||
Interest income | 15,325 | 32,545 | 54,851 | ||||||||||||||||
Interest expense | (31,150) | (29,440) | [4] | (9,495) | [4] | ||||||||||||||
Other, net | 8,679 | (4,354) | 2,435 | ||||||||||||||||
Income before income taxes | 237,813 | 232,079 | [4] | 349,456 | [4] | ||||||||||||||
Income tax provision (benefit) | 20,808 | (13,508) | [4] | 52,663 | [4] | ||||||||||||||
Net income | $217,005 | $245,587 | [4] | $296,793 | [4] | ||||||||||||||
Basic net income per common share | 1.18 | 1.34 | [4] | 1.43 | [4] | ||||||||||||||
Diluted net income per common share | 1.16 | 1.31 | [4] | 1.4 | [4] | ||||||||||||||
Dividends declared per common share | 1.359 | 1.346 | 1.205 | ||||||||||||||||
Basic common shares outstanding | 183,642 | 183,158 | 207,220 | ||||||||||||||||
Diluted common shares outstanding | 187,339 | 186,788 | 212,048 | ||||||||||||||||
[1]Includes share-based compensation expense as follows: Cost of sales 7,054 Research and development 12,194 Selling, general and administrative 17,530 | |||||||||||||||||||
[2]Includes share-based compensation expense as follows: Cost of sales 5,845 Research and development 10,866 Selling, general and administrative 15,770 | |||||||||||||||||||
[3]Includes share-based compensation expense as follows: Cost of sales 6,191 Research and development 10,695 Selling, general and administrative 15,960 | |||||||||||||||||||
[4]As adjusted due to the adoption of ASC Subtopic 470-20, Debt with conversion and Other Options - Cash Conversion |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | |||||||||||||||||||
In Thousands | 12 Months Ended
Mar. 31, 2010 | 12 Months Ended
Mar. 31, 2009 | 12 Months Ended
Mar. 31, 2008 | ||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||
Net income | $217,005 | $245,587 | [1] | $296,793 | [1] | ||||||||||||||
Adjustments to reconcile net income to net cash provided by operating activitie | |||||||||||||||||||
Depreciation and amortization | 90,057 | 96,046 | 100,076 | ||||||||||||||||
Deferred income taxes | 18,621 | 20,527 | [1] | 8,987 | [1] | ||||||||||||||
Share-based compensation expense related to equity incentive plans | 36,778 | 32,481 | 32,846 | ||||||||||||||||
Tax benefit from equity incentive plans | 3,709 | 7,584 | 21,914 | ||||||||||||||||
Excess tax benefit from share-based compensation | (2,094) | (6,798) | (21,184) | ||||||||||||||||
Convertible debt derivatives - revaluation and amortization | 230 | (944) | 128 | ||||||||||||||||
Amortization of convertible debenture issuance costs | 215 | 215 | [1] | 68 | [1] | ||||||||||||||
Gain on sale of assets | (100) | (100) | (937) | ||||||||||||||||
Special Charges | 1,238 | 860 | 26,763 | ||||||||||||||||
Sales (purchases) of trading securities | 86,970 | (73,510) | (12,133) | ||||||||||||||||
(Gain) loss on trading securities | (7,425) | 6,332 | 0 | ||||||||||||||||
Unrealized impairment loss on available-for-sale investments | 4,750 | 3,560 | 2,439 | ||||||||||||||||
Changes in operating assets and liabilities: | |||||||||||||||||||
(Increase) decrease in accounts receivable | (49,078) | 50,832 | (13,760) | ||||||||||||||||
Decrease (increase) in inventories | 15,239 | (4,110) | (2,902) | ||||||||||||||||
Increase (decrease) in deferred income on shipments to distributors | 15,010 | (11,510) | 4,078 | ||||||||||||||||
Increase (decrease) in accounts payable and accrued liabilities | 29,583 | (25,097) | 12,080 | ||||||||||||||||
Change in other assets and liabilities | (8,661) | (33,302) | [1] | (7,949) | [1] | ||||||||||||||
Net cash provided by operating activities | 452,047 | 308,653 | 447,307 | ||||||||||||||||
Cash flows from investing activities: | |||||||||||||||||||
Purchases of available-for-sale investments | (1,576,044) | (2,479,175) | (1,857,964) | ||||||||||||||||
Sales and maturities of available-for-sale investments | 1,502,127 | 2,583,152 | 1,959,210 | ||||||||||||||||
Investment in Silicon Storage Technology, Inc. | (58,402) | 0 | 0 | ||||||||||||||||
Investment in other assets | (15,439) | (21,600) | (5,012) | ||||||||||||||||
Proceeds from sale of Fab 3 | 0 | 0 | 27,523 | ||||||||||||||||
Proceeds from sale of assets | 100 | 166 | 1,725 | ||||||||||||||||
Capital expenditures | (47,604) | (102,370) | (69,827) | ||||||||||||||||
Net cash (used in) provided by investing activities | (195,262) | (19,827) | 55,655 | ||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||
Payment of cash dividend | (249,556) | (246,657) | (251,959) | ||||||||||||||||
Repurchase of common stock | 0 | (123,929) | (1,138,040) | ||||||||||||||||
Proceeds from issuance of junior convertible debentures, net of issuance costs | 0 | 0 | 1,127,000 | ||||||||||||||||
Proceeds from sale of common stock | 36,478 | 33,555 | 59,112 | ||||||||||||||||
Excess tax benefit from share-based compensation | 2,094 | 6,798 | 21,184 | ||||||||||||||||
Net cash used in financing activities | (210,984) | (330,233) | (182,703) | ||||||||||||||||
Net (decrease) increase in cash and cash equivalents | 45,801 | (41,407) | 320,259 | ||||||||||||||||
Cash and cash equivalents at beginning of period | 446,329 | 487,736 | 167,477 | ||||||||||||||||
Cash and cash equivalents at end of period | $492,130 | $446,329 | $487,736 | ||||||||||||||||
[1]As adjusted due to the adoption of ASC Subtopic 470-20, Debt with conversion and Other Options - Cash Conversion |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) | |||||||||||||||||||
In Thousands | Common Stock and Additional Paid-in Capital
| Common Stock Held in Treasury
| Accumulated Other Comprehensive Income (Loss)
| Retained Earnings
| Total
| ||||||||||||||
Balance (in shares) at Mar. 31, 2007 | 217,440 | 0 | |||||||||||||||||
Balance at Mar. 31, 2007 | $756,051 | $0 | ($7,169) | $1,255,486 | $2,004,368 | ||||||||||||||
Components of other comprehensive income: | |||||||||||||||||||
Net income | 0 | 0 | 0 | 296,793 | 296,793 | [1] | |||||||||||||
Net unrealized gains on available-for-sale investments, net of $2,293 of tax in year ended 3/31/2008, $1,669 of tax in year ended 3/31/2009, $1,778 of tax in year ended 3/31/2010 | 0 | 0 | 9,677 | 0 | 9,677 | ||||||||||||||
Total comprehensive income | 306,470 | ||||||||||||||||||
Issuances from equity incentive plans | 47,406 | 0 | 0 | 0 | 47,406 | ||||||||||||||
Issuances from equity incentive plans (in shares) | 2,983 | 0 | |||||||||||||||||
Employee stock purchase plan | 11,706 | 0 | 0 | 0 | 11,706 | ||||||||||||||
Employee stock purchase plan (in shares) | 419 | 0 | |||||||||||||||||
Purchase of treasury stock | 0 | (1,138,040) | 0 | 0 | (1,138,040) | ||||||||||||||
Purchase of treasury stock (in shares) | 0 | 36,503 | |||||||||||||||||
Treasury stock used for new issuances | (76,377) | 76,377 | 0 | 0 | 0 | ||||||||||||||
Treasury stock used for new issuances (in shares) | (2,052) | (2,052) | |||||||||||||||||
Tax benefit from equity incentive plans | 21,914 | 0 | 0 | 0 | 21,914 | ||||||||||||||
Share-based compensation | 33,403 | 0 | 0 | 0 | 33,403 | ||||||||||||||
Equity component related to the issuance of the Convertible Debentures (See Note 1) | 503,732 | 0 | 0 | 0 | 503,732 | ||||||||||||||
Cash dividend | 0 | 0 | 0 | (251,959) | (251,959) | ||||||||||||||
Balance at Mar. 31, 2008 | 1,297,835 | (1,061,663) | 2,508 | 1,300,320 | 1,539,000 | ||||||||||||||
Balance (in shares) at Mar. 31, 2008 | 218,790 | 34,451 | |||||||||||||||||
Components of other comprehensive income: | |||||||||||||||||||
Net income | 0 | 0 | 0 | 245,587 | 245,587 | [1] | |||||||||||||
Net unrealized gains on available-for-sale investments, net of $2,293 of tax in year ended 3/31/2008, $1,669 of tax in year ended 3/31/2009, $1,778 of tax in year ended 3/31/2010 | 0 | 1,804 | 0 | 1,804 | |||||||||||||||
Total comprehensive income | 247,391 | ||||||||||||||||||
Issuances from equity incentive plans | 22,767 | 0 | 0 | 0 | 22,767 | ||||||||||||||
Issuances from equity incentive plans (in shares) | 1,917 | 0 | |||||||||||||||||
Employee stock purchase plan | 10,788 | 0 | 0 | 0 | 10,788 | ||||||||||||||
Employee stock purchase plan (in shares) | 545 | 0 | |||||||||||||||||
Purchase of treasury stock | 0 | (123,929) | 0 | 0 | (123,929) | ||||||||||||||
Purchase of treasury stock (in shares) | 4,032 | ||||||||||||||||||
Treasury stock used for new issuances | (90,222) | 90,222 | 0 | 0 | 0 | ||||||||||||||
Treasury stock used for new issuances (in shares) | (2,462) | (2,462) | |||||||||||||||||
Tax benefit from equity incentive plans | 7,584 | 0 | 0 | 0 | 7,584 | ||||||||||||||
Share-based compensation | 33,367 | 0 | 0 | 0 | 33,367 | ||||||||||||||
Cash dividend | 0 | 0 | 0 | (246,657) | (246,657) | ||||||||||||||
Balance at Mar. 31, 2009 | 1,282,119 | (1,095,370) | 4,312 | 1,299,250 | 1,490,311 | [1] | |||||||||||||
Balance (in shares) at Mar. 31, 2009 | 218,790 | 36,021 | |||||||||||||||||
Components of other comprehensive income: | |||||||||||||||||||
Net income | 0 | 0 | 0 | 217,005 | 217,005 | ||||||||||||||
Net unrealized gains on available-for-sale investments, net of $2,293 of tax in year ended 3/31/2008, $1,669 of tax in year ended 3/31/2009, $1,778 of tax in year ended 3/31/2010 | 0 | 0 | (1,280) | 0 | (1,280) | ||||||||||||||
Total comprehensive income | 215,725 | ||||||||||||||||||
Issuances from equity incentive plans | 27,108 | 0 | 0 | 0 | 27,108 | ||||||||||||||
Issuances from equity incentive plans (in shares) | 1,955 | 0 | |||||||||||||||||
Employee stock purchase plan | 9,370 | 0 | 0 | 0 | 9,370 | ||||||||||||||
Employee stock purchase plan (in shares) | 605 | 0 | |||||||||||||||||
Treasury stock used for new issuances | (82,012) | 82,012 | 0 | 0 | 0 | ||||||||||||||
Treasury stock used for new issuances (in shares) | (2,560) | (2,560) | |||||||||||||||||
Tax benefit from equity incentive plans | 3,709 | 0 | 0 | 0 | 3,709 | ||||||||||||||
Share-based compensation | 36,713 | 0 | 0 | 0 | 36,713 | ||||||||||||||
Cash dividend | 0 | 0 | 0 | (249,556) | (249,556) | ||||||||||||||
Balance at Mar. 31, 2010 | $1,277,007 | ($1,013,358) | $3,032 | $1,266,699 | $1,533,380 | ||||||||||||||
Balance (in shares) at Mar. 31, 2010 | 218,790 | 33,461 | |||||||||||||||||
[1]As adjusted due to the adoption of ASC Subtopic 470-20, Debt with conversion and Other Options - Cash Conversion |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Finacial Statements [Abstract] | |
Significant Accounting Policies | 1. SIGNIFICANT ACCOUNTING POLICIES Nature of Business Microchip develops, manufactures and sells specialized semiconductor products used by its customers for a wide variety of embedded control applications.Microchip's product portfolio comprises 8-bit, 16-bit and 32-bit PIC microcontrollers and 16-bit dsPIC digital signal controllers, which feature on-board Flash (reprogrammable) memory technology.In addition, Microchip offers a broad spectrum of high-performance linear, mixed-signal, power management, thermal management, safety and security and interface devices.Microchip also makes serial EEPROMs. Principles of Consolidation The consolidated financial statements include the accounts of Microchip Technology Incorporated and its wholly-owned subsidiaries (Microchip or the Company).The Company does not have any subsidiaries in which it does not own 100% of the outstanding stock.All of the Company's subsidiaries are included in the consolidated financial statements.All significant intercompany accounts and transactions have been eliminated in consolidation. Revenue Recognition The Company recognizes revenue when the earnings process is complete, as evidenced by an agreement with the customer, transfer of title as well as fixed or determinable pricing and collectability is reasonably assured.The Company recognizes revenue from product sales to original equipment manufacturers (OEMs) upon shipment and records reserves for estimated customer returns. Distributors worldwide generally have broad price protection and product return rights, so the Company defers revenue recognition until the distributor sells the product to their customer.Revenue is recognized when the distributor sells the product to their end customer, at which time the sales price becomes fixed or determinable.Revenue is not recognized upon the Company's shipment to the distributors since, due to discounts from list price as well as price protection rights, the sales price is not substantially fixed or determinable at that time.At the time of shipment to these distributors, the Company records a trade receivable for the selling price as there is a legally enforceable right to payment, relieves inventory for the carrying value of goods shipped since legal title has passed to the distributor, and records the gross margin in deferred income on shipments to distributors on the consolidated balance sheets. Deferred income on shipments to distributors effectively represents the gross margin on the sale to the distributor; however, the amount of gross margin recognized by the Company in future periods will be less than the deferred margin as a result ofcredits granted to distributors on specifically identified products and customers to allow the distributors to earn a competitive gross margin on the sale of the Company's products to their end customers and price protection concessions related to market pricing conditions. The Company sells the majority of the items in its product catalog to its distributors worldwide at a uniform list price. However, distributors resell the Company's products to end customers at a very broad range of individually negotiated price poin |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Business Acquisitions | 2.BUSINESS ACQUISITIONS During the year ended March 31, 2010, the Company completed one business acquisition which was accounted for under the purchase method of accounting.Total consideration paid for this business was approximately $9.3 million.The combined purchase price of the acquisition resulted in purchased intangible assets of approximately $7.0 million, of which $2.9 million relates to in-process technology, and goodwill of approximately $4.2 million.The purchased intangible assets (other than goodwill and the in-process technology intangible asset) are being amortized over an average period of seven years.In addition, the acquisition resulted in contingent consideration with an estimated fair value at the date of purchase of $1.3 million. During the year ended March 31, 2009, the Company completed three business acquisitions which were accounted for under the purchase method of accounting. Total consideration paid for these business acquisitions was approximately $19.9 million. The combined purchase price of the acquisitions resulted in purchased intangible assets of approximately $15.1 million and goodwill of approximately $4.3 million. The purchased intangible assets (other than goodwill) are being amortized over an average period of seven years. One of the acquisitions has an earn-out payment associated with it based on the operating performance of the acquired business for the twelve-month period ending September 30, 2010. The initial purchase price of this acquisition was less than the fair value of the acquired net assets, and as a result, the Company recorded negative goodwill totaling $2.2 million, which is recorded in other long-term liabilities in the consolidated balance sheet. |
SPECIAL CHARGES
SPECIAL CHARGES | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Special Charges | 3. SPECIAL CHARGES Patent Licenses During the three months ended June 30, 2009, the Company agreed to the terms of a patent license with an unrelated third-party and signed an agreement on July 9, 2009. The patent license settled alleged infringement claims. The total payment made to the third-party in July 2009 was $1.4 million, $1.2 million of which was expensed in the first quarter of fiscal 2010 and the remaining $0.2 million was recorded as a prepaid royalty that will be amortized over the remaining life of the patent, which expires in June 2010. The Company entered into a patent portfolio license effective March 31, 2009 with an unrelated third-party that covers both issued patents and patent applications and settled alleged infringement claims.The total payment made to the third-party was $8.25 million, $4.0 million of which was expensed in the fourth quarter of fiscal 2009 and the remaining $4.25 million was recorded as a prepaid royalty that will be amortized over the estimated 20-year remaining life of the patents. Expenses Associated with the Abandonment of the Atmel Acquisition On October 2, 2008, the Company and ON Semiconductor Corporation announced that they had sent a proposal to the Board of Directors of Atmel Corporation to acquire Atmel for $5.00 per share in cash or a total of approximately $2.3billion. On October 29, 2008, Atmel announced that its Board of Directors had determined that the unsolicited proposal was inadequate. On December 15, 2008, the Company delivered a written notification to Atmel regarding a proposed alternate slate of directors to be elected at Atmels 2009 annual meeting. On February10, 2009, the Company announced its termination of its consideration of a potential transaction with Atmel in light of the economic uncertainty and the lack of visibility with respect to Atmel's business not allowing the Company to put a value on Atmel. In the fourth quarter of fiscal 2009, the Company expensed $1.6 million of various costs associated with the terminated proposal. In-Process Research and Development During the third quarter of fiscal 2009, the Company completed its acquisition of Hampshire Company, a leader in the large format touch screen controller market.As a result of the acquisition, the Company incurred a $0.5 million in-process research and development charge in the third quarter of fiscal 2009. During the fourth quarter of fiscal 2009, the Company completed the acquisition of HI-TECH Software, a provider of software development tools and compilers. As a result of the acquisition, the Company incurred a $0.2 million in-process research and development charge in the fourth quarter of fiscal 2009. During the fourth quarter of fiscal 2009, the Company completed its acquisition of RE International, a leader in developing innovative integrated circuits for smoke and carbon monoxide detectors and other life-safety systems.As a result of the acquisition, the Company incurred a $0.2 million in-process research and development charge in the fourth quarter of fiscal 2009. Loss on Sale of Fab 3 The Company received an unsolicited offer on its Puyallup, Washington facility (Fab 3) i |
INVESTMENTS
INVESTMENTS | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Investments | 4. INVESTMENTS The Company's investments are intended to establish a high-quality portfolio that preserves principal, meets liquidity needs, avoids inappropriate concentrations, and delivers an appropriate yield in relationship to the Company's investment guidelines and market conditions.The following is a summary of available-for-sale and trading securities at March 31, 2010 (amounts in thousands): Available-for-sale Securities Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Government agency bonds $ 389,801 $ 215 $ 622 $ 389,394 Municipal bonds 156,415 1,290 --- 157,705 Auction rate securities (ARS) 14,151 --- --- 14,151 Marketable equity securities 58,402 --- --- 58,402 Corporate bonds 392,108 2,983 235 394,856 $ 1,010,877 $ 4,488 $ 857 $ 1,014,508 Trading Securities Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value ARS $ 23,086 $ --- $ --- $ 23,086 Put option on ARS 1,814 --- --- 1,814 $ 24,900 $ --- $ --- $ 24,900 At March 31, 2010, the Company's available-for-sale and trading securities are presented in the consolidated balance sheets as short-term investments of $722.2 million and long-term investments of $317.2 million. The $58.4million in marketable securities listed above relates to a strategic investment in Silicon Storage Technology, Inc. at $3.05 per share.On April 8, 2010, the Company completed the acquisition of Silicon Storage Technology, Inc. for $3.05 per share in a merger transaction.The Company has classified the shares owned in Silicon Storage Technology, Inc. as available-for-sale securities. Historically, the Company has made certain strategic investments in publicly traded companies which it classified as trading securities.During the years ended March 31, 2010, 2009 and 2008, the Company recognized a gain in earnings of $7.5 million, a loss in earnings of $2.0 million and a gain in earnings of $0.5 million, respectively, on its trading securities.During the years ended March 31, 2010, 2009 and 2008, the Company had realized gains of $1.1 million, $4.7 million and $0.2 million, respectively, on trading securities that it sold. At March 31, 2010, $37.2 million of the Company's investment portfolio was invested in ARS.With the continuing liquidity issues in the global credit and capital markets, the Company's ARS have experienced multiple failed auctions. In September2007 and February2008, auctions for $24.9 million and $34.8 million, respectively, of the original purchase value of the Company's investments in ARS first failed. While the Company continues to earn interest on these investments based on a pre-determined formula with spreads tied to particular interest rate indices, the estimated market value for these ARS no longer approximates the original purchase value. The $24.9 million in failed auctions noted above have continued to fail through the filing date of this Annual Report on Form 10-K.The fair value of the failed ARS of $14.2million has been estimated based on market information an |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Accounts Receivable | 5. ACCOUNTS RECEIVABLE Accounts receivable consists of the following (amounts in thousands): March 31, 2010 2009 Trade accounts receivable $ 140,340 $ 91,325 Other 575 376 140,915 91,701 Less allowance for doubtful accounts 3,109 3,176 $ 137,806 $ 88,525 |
INVENTORIES
INVENTORIES | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Inventories | 6.INVENTORIES Inventories consist of the following (amounts in thousands): March 31, 2010 2009 Raw materials $ 4,912 $ 3,693 Work in process 100,607 114,676 Finished goods 11,060 13,141 $ 116,579 $ 131,510 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Fair Value Measurements | 7.FAIR VALUE MEASUREMENTS Accounting rules for fair value clarify that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company utilizes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1- Observable inputs such as quoted prices in active markets; Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Assets measured at fair value on a recurring basis at March 31, 2010 are as follows (amounts in thousands): Quoted Prices in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Balance Assets Money market fund deposits $ 206,376 $ --- $ --- $ 206,376 Deposit accounts --- 285,754 --- 285,754 Government agency bonds --- 389,394 --- 389,394 Municipal bonds --- 157,705 --- 157,705 ARS --- --- 37,237 37,237 Put option on ARS --- --- 1,814 1,814 Corporate bonds --- 394,856 --- 394,856 Marketable equity securities 58,402 --- --- 58,402 Total assets measured at fair value $ 264,778 $ 1,227,709 $ 39,051 $ 1,531,538 For Level 3 valuations, the Company estimated the fair value of these ARS based on the following: (i)the underlying structure of each security; (ii)the present value of future principal and interest payments discounted at rates considered to reflect current market conditions; (iii)consideration of the probabilities of default, auction failure, or repurchase at par for each period; and (iv) estimates of the recovery rates in the event of default for each security.The Company estimated the value of the put option on the ARS by evaluating the estimated cash flows before and after the receipt of the put option, discounted at rates reflecting the likelihood of default and lack of liquidity, or in the case of the payment of the par value to be paid by the broker at exercise of the put option, the counterparty credit risk.The estimated fair values that are categorized as Level 3 as well as the put options on publicly traded public stock could change significantly based on future market conditions. Refer to Note 4 for further discussion of the Company's investments in ARS. The following table presents a reconciliation for all assets measured at fair value on a recurring basis, excluding accrued interest components, using significant unobservable inputs (Level 3) for the year ended March 31, 2010 as follows (amounts in thousands): Year Ended March 31, 2010 Balance at March 31, 2009 $ 50,826 |
PROPERTY PLANT AND EQUIPMENT
PROPERTY PLANT AND EQUIPMENT | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Property Plant and Equipment | 8.PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of the following (amounts in thousands): March 31, 2010 2009 Land $ 39,671 $ 39,671 Building and building improvements 349,964 334,717 Machinery and equipment 1,190,548 1,148,588 Projects in process 84,254 114,478 1,664,437 1,637,454 Less accumulated depreciation and amortization 1,171,398 1,105,767 $ 493,039 $ 531,687 Depreciation expense attributed to property, plant and equipment was $86.4 million, $93.3 million and $98.2million for the years ending March 31, 2010, 2009 and 2008, respectively. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Intangible Assets and Goodwill | 9.INTANGIBLE ASSETS AND GOODWILL Intangible assets consist of the following (amounts in thousands): March 31, 2010 Gross Amount AccumulatedAmortization Net Amount Developed technology $ 49,009 $ (17,979 ) $ 31,030 In-process technology 2,900 --- 2,900 Distribution rights 5,236 (3,639 ) 1,597 $ 57,145 $ (21,618 ) $ 35,527 March 31, 2009 Gross Amount AccumulatedAmortization Net Amount Developed technology $ 38,419 $ (14,805 ) $ 23,614 Distribution rights 5,236 (3,132 ) 2,104 $ 43,655 $ (17,937 ) $ 25,718 The Company amortizes intangible assets over their expected useful lives, which range between 1 and 20 years. In fiscal 2010, the Company acquired $10.6 million of developed technology, which has a weighted average amortization period of 7.9 years and $2.9 million of in-process technology which will begin amortization once the technology reaches technological feasibility.The following is an expected amortization schedule for the intangible assets for the fiscal years March 31, 2011 through March 31, 2015, absent any future acquisitions or impairment charges (amounts in thousands): Year Ending March 31, Projected Amortization Expense 2011 $4,455 2012 5,573 2013 5,633 2014 4,968 2015 4,931 Amortization expense attributed to intangible assets was $3.7 million, $2.7 million and $1.9 million for the years ending March 31, 2010, 2009 and 2008, respectively.The Company did not record any impairment losses in the years ended March 31, 2010, 2009 and 2008 associated with the intangible assets acquired. Goodwill activity for the years ended March 31, 2010 and March 31, 2009 was as follows (amounts in thousands): Goodwill, net March 31, 2008 $ 31, 886 Additions due to business combinations 4,279 March 31, 2009 $ 36,165 Additions due to business combination 4,173 March 31, 2010 $ 40,338 During fiscal 2009, the Company completed three acquisitions, which resulted in goodwill of approximately $4.3 million.During fiscal 2010, the Company completed one acquisition, which resulted in goodwill of approximately $4.2 million. The Company has a single reporting unit, to which all of the goodwill at March 31, 2010 is assigned. After completing the annual impairment analyses during the fourth quarter of fiscal 2010, fiscal 2009 and fiscal 2008, the Company concluded that goodwill was not impaired in any year. At March 31, 2010, the Company has not recorded any impairment charges against its goodwill balance of approximately $40.3 million. |
INCOME TAXES
INCOME TAXES | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Income Taxes | 10.INCOME TAXES The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions.The Company files U.S. federal, U.S. state, and foreign income tax returns. For U.S. federal, and in general for U.S. state tax returns, the 2006 through fiscal 2010 tax years remain open for examination by tax authorities. For foreign tax returns, the Company is generally no longer subject to income tax examinations for years prior to fiscal 2002. Significant judgment is required in evaluating its uncertain tax positions and determining its provision for income taxes.Although the Company believes that it has adequately reserved for its uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different.The Company will adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit, the refinement of an estimate, the closing of a statutory audit period or changes in applicable tax law.To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made.The provision for income taxes includes the impact of reserve provisions and changes to the reserves that are considered appropriate, as well as related net interest. The Company recognizes liabilities for anticipated tax audit issues in the U.S. and other domestic and international tax jurisdictions based on its estimate of whether, and the extent to which, additional tax payments are more likely than not. The Company believes it maintains appropriate reserves to offset potential income tax liabilities that may arise upon final resolution of matters for open tax years. The U.S. Internal Revenue Service (IRS) is currently auditing the Company's fiscal years ended 2006, 2007 and 2008.Fiscal 2009 and fiscal 2010 are currently open for examination by the IRS.The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are appropriate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter.If such amounts ultimately prove to be unnecessary, the resulting reversal of such reserves would result in tax benefits being recorded in the period the reserves are no longer deemed necessary. If such assessments ultimately prove to be greater than anticipated, a future charge to expense would be recorded in the period in which the assessment is determined. Timing of the resolution and/or closure on audits is highly uncertain; however, the Company believes that it is reasonably possible that the unrecognized tax benefits could significantly change within the next 12 months as the result of a tax examination closure.This settlement could have a significant impact on the unrecognized tax benefit; however the Company is not currently able to quantify the amount of such change. The following table summarizes the activity related to the Company's gross unrecognized tax benefits from Apr |
2.125% JUNIOR SUBORDINATED CONV
2.125% JUNIOR SUBORDINATED CONVERTIBLE DEBENTURES | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Junior Subordinated Convertible Debentures | 11.2.125% JUNIOR SUBORDINATED CONVERTIBLE DEBENTURES The Company's $1.15 billion principal amount of 2.125% junior subordinated convertible debentures due December 15, 2037, are subordinated in right of payment to any future senior debt of the Company and are effectively subordinated in right of payment to the liabilities of the Company's subsidiaries.The debentures are convertible, subject to certain conditions, into shares of the Company's common stock at an initial conversion rate of 29.2783 shares of common stock per $1,000 principal amount of debentures, representing an initial conversion price of approximately $34.16 per share of common stock.As of March 31, 2010, none of the conditions allowing holders of the debentures to convert had been met.As a result of cash dividends paid since the issuance of the debentures, the conversion rate has been adjusted to 32.9544 shares of common stock per $1,000 of principal amount of debentures, representing a conversion price of approximately $30.34 per share of common stock. As the debentures can be settled in cash upon conversion, for accounting purposes, the debentures were bifurcated into a liability component and an equity component, which are initially recorded at fair value.The carrying value of the equity component at March 31, 2010 and at March 31, 2009 was $822.4 million.The estimated fair value of the liability component of the debentures at the issuance date was $327.6 million, resulting in a debt discount of $822.4 million.The unamortized debt discount was $808.7 million at March 31, 2010 and $815.0 million at March 31, 2009.The carrying value of the debentures was $340.7 million at March 31, 2010 and $334.2 million at March 31, 2009.The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 27.75 years.In the year ended March 31, 2010, the Company recognized $6.3million in non-cash interest expense related to the amortization of the debt discount.In the year ended March 31, 2009, the Company recognized $5.2million in non-cash interest expense related to the amortization of the debt discount.In the year ended March 31, 2008, the Company recognized $1.5 million in non-cash interest expense related to the amortization of the debt discount.The Company recognized $24.4million of interest expense related to the 2.125% coupon on the debentures in each of fiscal 2010 and fiscal 2009, and $7.1 million of interest expense related to the 2.125% coupon on the debentures in fiscal 2008. The debentures also include certain embedded features related to the contingent interest payments, the Company making specific types of distributions (e.g., extraordinary dividends), the redemption feature in the event of changes in tax law, and penalty interest in the event of a failure to maintain an effective registration statement. These features qualify as derivatives and are bundled as a compound embedded derivative that is measured at fair value.The fair value of the derivative as of March 31, 2010 was $0.7million, compared to the value at March31, 2009 of $0.5million, resulting in an increase of interest expense in fiscal 2010 of $0.2million.The |
CONTINGENCIES
CONTINGENCIES | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Contingencies | 12. CONTINGENCIES In the ordinary course of its business, the Company is involved in a limited number of legal actions, both as plaintiff and defendant, and could incur uninsured liability in any one or more of them. The Company periodically receives notification from various third parties alleging patent infringement of patents, intellectual property rights or other matters. With respect to these and other pending legal actions to which Microchip is a party, although the outcome of these actions is not presently determinable, in the Companys opinion, based on consultation with legal counsel, as of March 31, 2010, it is not probable that the ultimate resolution of these matters will harm its business and will have a material adverse effect on its financial position, cash flows or results of operations. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Stockholders' Equity | 13. STOCKHOLDERS' EQUITY Stock Repurchase Activity. On December 11, 2007, the Company announced that its Board of Directors had authorized the repurchase of up to an additional 10.0 million shares of its common stock in the open market or in privately negotiated transactions.As of March 31, 2010, the Company had repurchased 7.5million shares under this authorization for $234.7 million.There is no expiration date associated with this program. The Companys Board of Directors authorized the repurchase of 21.5 million shares of its common stock concurrent with the junior subordinated convertible debenture transaction for $638.6million and no further shares are available to be repurchased under this authorization. During the year ended March 31, 2010, the Company did not purchase any of its shares of common stock.During the year ended March 31, 2009, the Company purchased 4.0million shares of its common stock for $123.9million.During the year ended March 31, 2008, the Company purchased 36.5 million shares of its common stock for $1,138.0 million. As of March 31, 2010, approximately 33.5 million shares remained as treasury shares with the balance of the shares being used to fund share issuance requirements under the Company's equity incentive plans. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Employee Benefit Plans | 14. EMPLOYEE BENEFIT PLANS The Company maintains a contributory profit-sharing plan for its domestic employees meeting certain eligibility and service requirements.The plan qualifies under Section 401(k) of the Internal Revenue Code of 1986, as amended, and allows employees to contribute up to 60% of their base salary, subject to maximum annual limitations prescribed by the IRS.Through December 31, 2008, the Company made matching contributions of up to 25% of the first 4% of the participants eligible compensation and could award up to an additional 25% under the discretionary match.The Company eliminated the mandatory matching contribution as of January 1, 2009.All matches are provided on a quarterly basis and require the participant to be an active employee at the end of each quarter.For the fiscal years ended March 31, 2009 and 2008, the Company contributions to the plan totaled $1.4million and $1.4 million, respectively.Due to expense reduction actions taken in response to adverse economic conditions, the Company did not contribute to the plan for the fiscal year ended March 31, 2010. The Company's 2001 Employee Stock Purchase Plan (the 2001 Purchase Plan) became effective on March 1, 2002.The Board of Directors approved the 2001 Purchase Plan in May 2001 and the stockholders approved it in August 2001.Under the 2001 Purchase Plan, eligible employees of the Company may purchase shares of common stock at semi-annual intervals through periodic payroll deductions.The purchase price in general will be 85% of the lower of the fair market value of the common stock on the first day of the participant's entry date into the offering period or 85% of the fair market value on the semi-annual purchase date.Depending upon a participant's entry date into the 2001 Purchase Plan, purchase periods under the 2001 Purchase Plan consist of overlapping periods of either 24, 18, 12 or 6 months in duration.In May 2003 and August 2003, the Company's Board and stockholders, respectively, each approved an annual automatic increase in the number of shares reserved under the 2001 Purchase Plan.The automatic increase took effect on January 1, 2005, and on each January 1 thereafter during the term of the plan, and is equal to the lesser of (i) 1,500,000 shares, (ii) one half of one percent (0.5%) of the then outstanding shares of the Company's common stock, or (iii) such lesser amount as is approved by the Company's Board of Directors.On January 1, 2010, 921,171 additional shares were reserved under the 2001 Purchase Plan based on the automatic increase.On January 1, 2009, 910,229 additional shares were reserved under the 2001 Purchase Plan based on the automatic increase.On January 1, 2008, 945,068 additional shares were reserved under the 2001 Purchase Plan based on the automatic increase.Since the inception of the 2001 Purchase Plan, 9,376,063 shares of common stock have been reserved for issuance and 3,559,157 shares have been issued under this purchase plan. During fiscal 1995, a purchase plan was adopted for employees in non-U.S. locations.Such plan provided for the purchase price per share to be 100% of the lower of the fair market value of the common |
EQUITY INCENTIVE PLANS
EQUITY INCENTIVE PLANS | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Equity Incentive Plans | 15. EQUITY INCENTIVE PLANS The Company has equity incentive plans under which incentive stock options, restricted stock units (RSUs) and non-qualified stock options have been granted to employees and under which non-qualified stock options and RSUs have been granted to non-employee members of the Board of Directors.The Companys 2004 Equity Incentive Plan, as amended and restated (the 2004 Plan), is shareholder approved and permits the grant of stock options and RSUs to employees, non-employee members of the Board of Directors and consultants.At March 31, 2010, 8.2million shares remained available for future grant under the 2004 Plan.Stock options and RSUs are designed to reward employees for their long-term contributions to the Company and to provide incentive for them to remain employed with the Company.The Company believes that such awards better align the interests of its employees with those of its shareholders. The Board of Directors or the plan administrator determines eligibility, vesting schedules and exercise prices for equity incentives granted under the plans.Equity incentives granted generally have a term of 10 years.Equity incentives granted in the case of newly hired employees generally vest and become exercisable at the rate of 25% after one year of service and ratably on a monthly or quarterly basis over a period of 36 months thereafter.Subsequent equity incentive grants to existing employees generally vest and become exercisable ratably on a monthly or quarterly basis over a period starting in 48 months and ending in 60 months after the date of grant.Beginning in fiscal 2008, the Company converted its equity granting practices to a quarterly process instead of an annual process.The quarterly grants generally vest 48 months from the date of grant. Under the plans, 106,177,680 shares of common stock have been reserved for issuance since the inception of the plans. Share-Based Compensation Expense The following table presents details of share-based compensation expense (amounts in thousands): Year Ended March 31, 2010 2009 2008 Cost of sales $ 7,054 (1) $ 5,845 (1) $ 6,191 (1) Research and development 12,194 10,866 10,695 Selling, general and administrative 17,530 15,770 15,960 Pre-tax effect of share-based compensation 36,778 32,481 32,846 Income tax benefit (4,563 ) (5,277 ) (6,395 ) Net income effect of share-based compensation $ 32,215 $ 27,204 $ 26,451 (1) During the year ended March 31, 2010, $7.0million was capitalized to inventory, and $7.1 million of capitalized inventory was sold.During the year ended March 31, 2009, $6.7 million was capitalized to inventory and $5.8 million of capitalized inventory was sold.During the year ended March 31, 2008, $6.7 million was capitalized to inventory and $6.2 million of capitalized inventory was sold. The amount of unearned share-based compensation currently estimated to be expensed in fiscal 2011 through fiscal 2014 related to unvested share-based payment awards at March 31, 2010 is $56.0million.The weighted average period over which the unearned share-based compensation is expected to be recogn |
LEASE COMMITMENTS
LEASE COMMITMENTS | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Lease Commitments | 16. LEASE COMMITMENTS The Company leases office space, transportation and other equipment under operating leases which expire at various dates through March 31, 2015.The future minimum lease commitments under these operating leases at March 31, 2010 were as follows (amounts in thousands): Year Ending March 31, Amount 2011 $ 4,549 2012 3,315 2013 1,849 2014 1,102 2015 1,043 Total minimum payments $ 11,858 Rental expense under operating leases totaled $8.2million, $7.9 million and $7.6 million for the years ended March31, 2010, 2009 and 2008, respectively. |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Geographic and Other Information | 17. GEOGRAPHIC AND OTHER INFORMATION The Company operates in one operating segment and engages primarily in the design, development, manufacture and marketing of semiconductor products.The Company sells its products to distributors and original equipment manufacturers (OEMs) in a broad range of market segments, performs on-going credit evaluations of its customers and, as deemed necessary, may require collateral, primarily letters of credit.The Company's operations outside the U.S. consist of product assembly and final test facilities in Thailand, and sales and support centers and design centers in certain foreign countries.Domestic operations are responsible for the design, development and wafer fabrication of products, as well as the coordination of production planning and shipping to meet worldwide customer commitments.The Thailand assembly and test facility is reimbursed in relation to value added with respect to assembly and test operations and other functions performed, and certain foreign sales offices receive compensation for sales within their territory.Accordingly, for financial statement purposes, it is not meaningful to segregate sales or operating profits for the assembly and test and foreign sales office operations.Identifiable long-lived assets (consisting of property, plant and equipment) by geographic area are as follows (amounts in thousands): March 31, 2010 2009 United States $ 332,920 $ 368,149 Thailand 147,732 152,359 Various other countries 12,387 11,179 Total long-lived assets $ 493,039 $ 531,687 Sales to unaffiliated customers located outside the U.S., primarily in Asia and Europe, aggregated approximately 77%, 75% and 75% of consolidated net sales for the years ended March 31, 2010, 2009 and 2008, respectively.Sales to customers in Europe represented 25%, 29% and 30% of consolidated net sales for the years ended March 31, 2010, 2009 and 2008, respectively.Sales to customers in Asia represented 51%, 46% and 44% of consolidated net sales for each of the years ended March 31, 2010, 2009 and 2008, respectively.Sales into China, including Hong Kong, represented 25%, 23% and 20% of consolidated net sales for the years ended March 31, 2010, 2009 and 2008, respectively.Sales into Taiwan represented 10% of consolidated net sales for each of the years ended March 31, 2010 and 2008.Sales into any other individual foreign country did not exceed 10% of the Company's net sales for any of the years presented. The Company had one distributor who represented more than 10% of its net sales during each of fiscal 2010, fiscal 2009 and fiscal 2008.The Company's largest distributor accounted for approximately 12% of its net sales in fiscal 2010, approximately 14% of its net sales in fiscal 2009, and approximately 12% of its net sales in fiscal 2008. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Fair Value of Financial Instruments | 18. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amount of cash equivalents approximates fair value because their maturity is less than three months.The carrying amount of short-term and long-term investments approximates fair value as the securities are marked to market as of each balance sheet date with any unrealized gains and losses reported in stockholders' equity.The carrying amount of accounts receivable, accounts payable and accrued liabilities approximates fair value due to the short-term maturity of the amounts.The fair value of the Company's junior subordinated convertible debentures was $1.146 billion at March 31, 2010, and $832.3 million at March 31, 2009 based on the trading price of the bonds. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Derivative Instruments | 19. DERIVATIVE INSTRUMENTS The Company has international operations and is thus subject to foreign currency rate fluctuations.To manage the risk of changes in foreign currency rates, the Company periodically enters into derivative contracts comprised offoreign currency forward contracts to hedge its asset and liability foreign currency exposure and a portion of its foreign currency operating expenses.Approximately 99% of the Company's sales are U.S. Dollar denominated.To date, the exposure related to foreign exchange rate volatility has not been material to the Company's operating results.As of March 31, 2010 and 2009, the Company had no foreign currency derivatives outstanding.The Company recognized an immaterial amount of net realized losses on foreign currency derivatives in the three months ended March 31, 2010 |
NET INCOME PER COMMON SHARE
NET INCOME PER COMMON SHARE | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Net Income Per Common Share | 20. NET INCOME PER COMMON SHARE The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share amounts): Year Ended March 31, 2010 2009 2008 Net income $ 217,005 $ 245,587 $ 296,793 Weighted average common shares outstanding 183,642 183,158 207,220 Dilutive effect of stock options and RSUs 3,697 3,336 4,828 Dilutive effect of convertible debt --- 294 --- Weighted average common and common quivalent shares outstanding 187,339 186,788 212,048 Basic net income per common share $ 1.18 $ 1.34 $ 1.43 Diluted net income per common share $ 1.16 $ 1.31 $ 1.40 Weighted average common shares exclude the effect of antidilutive options.For the year ended March 31, 2010, the number of option shares that were antidilutive were 4,109,841.For the year ended March 31, 2009, the number of option shares that were antidilutive were 3,685,806.For the year ended March 31, 2008, the number of option shares that were antidilutive were 127,219. Diluted net income per common share for the year ended March 31, 2010 does not include any incremental shares issuable upon the exchange of the debentures (see Note 11). The debentures will have no impact on diluted net income per common share until the average price of the Company's common stock exceeds the conversion price because the principal amount of the debentures will be settled in cash upon conversion. Prior to conversion, the Company will include, in the diluted net income per common share calculation, the effect of the additional shares that may be issued when the Company's common stock price exceeds the conversion price, using the treasury stock method.The weighted average conversion price per share used in calculating the dilutive effect of the convertible debt for the year ended March 31, 2010 was $31.16. |
QUARTERLY RESULTS
QUARTERLY RESULTS (UNAUDITED) | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Quarterly Results (Unaudited) | 21. QUARTERLY RESULTS (UNAUDITED) The following table presents the Company's selected unaudited quarterly operating results for the eight quarters ended March 31, 2010.The Company believes that all adjustments of a normal recurring nature have been made to present fairly the related quarterly results (in thousands, except per share amounts): Fiscal 2010 First Quarter Second Quarter Third Quarter Fourth Quarter Total Net sales $ 192,949 $ 226,661 $ 250,099 $ 278,020 $ 947,729 Gross profit 96,435 123,340 145,996 168,471 534,242 Operating income 31,178 52,726 72,568 88,487 244,959 Net income 27,368 44,485 69,403 75,749 217,005 Diluted net income per common share 0.15 0.24 0.37 0.40 1.16 Fiscal 2009 (as adjusted) First Quarter Second Quarter Third Quarter Fourth Quarter Total Net sales $ 268,172 $ 269,706 $ 192,166 $ 173,253 $ 903,297 Gross profit 163,597 164,153 104,787 83,967 516,504 Operating income 86,632 87,181 40,474 19,041 233,328 Net income 75,547 75,720 72,356 21,964 245,587 Diluted net income per common share 0.40 0.40 0.39 0.12 1.31 Refer to Note 3, Special Charges, for an explanation of the special charge in the first quarter of fiscal 2010 related to the Companys patent license.Refer to Note 3, Special Charges, for an explanation of the special charges in the fourth quarter of fiscal 2009 related to the Company's patent license and in-process research and development expenses, as well as expenses associated with the abandonment of the Atmel acquisition.Refer to Note 10, Income Taxes, for an explanation of the benefitrelated to an IRS settlement in the third quarter of fiscal 2010, the benefit related to an IRS settlement and change in tax regulations in the third quarter of fiscal 2009 and a tax benefit from the reinstatement of the RD tax credit in the third quarter of fiscal 2009. Fiscal 2009 net income and net income per common share have been adjusted due to the adoption of the cash conversion subsections affecting the accounting for the Company's 2.125% junior subordinated convertible debentures issued in December 2007. |
SUPPLEMENTAL FINANCIAL INFORMAT
SUPPLEMENTAL FINANCIAL INFORMATION | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Supplemental Financial Information | 22. SUPPLEMENTAL FINANCIAL INFORMATION Cash paid for income taxes amounted to $9.8 million, $8.8 million and $25.2 million during the years ended March31, 2010, 2009 and 2008, respectively.Cash paid for interest on borrowings amounted to $24.4 million and $25.0 million during the years ended March 31, 2010 and 2009, respectively.There was no cash paid for interest on borrowings in the year ended March 31, 2008. A summary of additions and deductions related to the allowance for doubtful accounts for the years ended March31, 2010, 2009 and 2008 follows (amounts in thousands): Balance at Beginning of Year Charged to Costs and Expenses Deductions (1) Balance at End of Year Allowance for doubtful accounts: 2010 $ 3,176 $ 90 $ (157 ) $ 3,109 2009 3,152 132 (108 ) 3,176 2008 3,544 --- (392 ) 3,152 (1) Deductions represent uncollectible accounts written off, net of recoveries. |
DIVIDENDS
DIVIDENDS | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Dividends | 23.DIVIDENDS On October 28, 2002, the Company announced that its Board of Directors had approved and instituted a quarterly cash dividend on its common stock.The initial quarterly dividend of $0.02 per share was paid on December 6, 2003 in the amount of $4.1 million.The Company has continued to pay quarterly dividends and has increased the amount of such dividends on a regular basis.Cash dividends paid per share amounted to $1.359, $1.346 and $1.205 during the years ended March 31, 2010, 2009 and 2008, respectively.Total dividend payments amounted to $249.6 million, $246.7 million and $252.0 million during the years ended March 31, 2010, 2009 and 2008, respectively. |
TRANSACTION WITH SILICON STORAG
TRANSACTION WITH SILICON STORAGE TECHNOLOGY, INC. (SST) | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Transaction With Silicon Storage Technology, Inc. (SST) | 24.TRANSACTION WITH SILICON STORAGE TECHNOLOGY, INC. (SST) On February 2, 2010, the Company entered into an Agreement and Plan of Merger to acquire SST.Subsequent to signing the initial Agreement and Plan of Merger, additional offers to acquire SST were made by third parties, and the Company into a First Amendment to the Agreement and Plan of Merger on February 22, 2010, and a Second Amendment to the Agreement and Plan of Merger on March 2, 2010 (the Second Amendment).As part of the Second Amendment, the Company acquired 19.9% of the outstanding shares of SST through the purchase of newly issued shares of common stock at a price of $3.05 per share, the then fair value of the shares.Additionally, as part of the Second Amendment, the Company agreed that in the event its offer to acquireSST at $3.05 per share was superseded by a superior offer by another party, the Company's profit on the shares, and the termination fee under the agreement would not exceed a threshold (the Profit Cap) established in the Second Amendment .Any profits exceeding this threshold would be paid by the Company to SST in cash, or by remitting shares equal in value to the excess profits.Finally, the Second Amendment gave the Company the right, but not the obligation, to require SST to repurchase the shares acquired (the 19.9% ownership shares), at a price of $3.05 per share in the event the acquisition was not completed (the Put Right). The Company accounted for the Profit Cap and Put Right as a compound embedded derivative, and valued this derivative taking into account the likelihood the derivative would become operable, since both the Profit Cap and the Put Right are contingent upon the acquisition of SSTI not occurring.The Company concluded that the fair value of the derivative at the acquisition date and at March 31, 2010 were immaterial.The Company has accounted for the investment in shares of SSTI as an available-for-sale security, and as the value of the shares at March 31, 2010 was the same as that at the acquisition date, no unrealized gains or losses were recognized.On April 8, 2010, the Company acquired the remaining outstanding shares of SSTI for $3.05 per share in a merger transaction as discussed below. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | |
12 Months Ended
Mar. 31, 2010 | |
Notes to Financial Statements [Abstract] | |
Subsequent Events | 25.SUBSEQUENT EVENTS On April 8, 2010, the Company closed on its acquisition of Silicon Storage Technology, Inc. (SST) in a merger transaction for $3.05 per share, or $353.8 million, including the $58.4 million of SSTI shares acquired on March 8, 2010. This business acquisition will be accounted for under the purchase method of accounting.The Company is in the process of completing the purchase price allocation. On May 24, 2010, the Company consummated the sale of certain non-core assets from its SST subsidiary.The sale included inventory, equipment, intellectual property and certain other assets and liabilities associated with various product lines. |
Document Information
Document Information | |
12 Months Ended
Mar. 31, 2010 | |
Document Information [Text Block] | |
Document Type | 10-K |
Document Period End Date | 2010-03-31 |
Amendment Flag | false |
Entity Information
Entity Information (USD $) | |||
12 Months Ended
Mar. 31, 2010 | May. 21, 2010
| Sep. 30, 2009
| |
Entity [Text Block] | |||
Entity Registrant Name | MICROCHIP TECHNOLOGY INC | ||
Entity Central Index Key | 0000827054 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well Known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $4,740,800,949 | ||
Entity Common Stock Shares Outstanding | 185,542,931 | ||
Document Fiscal Year Focus | 2,010 | ||
Document Fiscal Period Focus | FY |