LINEAR TECHNOLOGY CORPORATION FORM 10-Q THREE AND NINE MONTHS ENDED APRIL 2, 2000 INDEX Page Part I: Financial Information Item 1. Financial Statements Condensed Consolidated Statements of Income for the 2 three and nine months ended April 2, 2000 and March 28, 1999 Condensed Consolidated Balance Sheets at April 2, 2000 3-4 and June 27, 1999 Condensed Consolidated Statements of Cash Flows for the 5 nine months ended April 2, 2000 and March 28, 1999 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial 7-9 Condition and Results of Operations Part II: Other Information Item 6. Exhibits and Reports on Form 8-K 10 Signatures 11 1 Part I. FINANCIAL INFORMATION Item 1. Financial Statements LINEAR TECHNOLOGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) (unaudited) Three Months Ended Nine Months Ended ------------------ ----------------- April 2, March 28, April 2, March 28, 2000 1999 2000 1999 -------- -------- -------- -------- Net sales $185,075 $130,093 $494,900 $366,145 Cost of sales 47,435 35,643 126,942 103,334 -------- -------- -------- -------- Gross profit 137,640 94,450 367,958 262,811 -------- -------- -------- -------- Expenses: Research and development 19,435 14,544 56,077 38,704 Selling, general and administrative 19,394 13,387 53,078 38,430 -------- -------- -------- -------- 38,829 27,931 109,155 77,134 -------- -------- -------- -------- Operating income 98,811 66,519 258,803 185,677 Interest income 11,141 6,758 30,003 20,373 -------- -------- -------- -------- Income before income taxes 109,952 73,277 288,806 206,050 Provision for income taxes 34,085 23,449 89,531 65,936 -------- -------- -------- -------- Net income $ 75,867 $ 49,828 $199,275 $140,114 ======== ======== ======== ======== Basic earnings per share $ 0.24 $ 0.16 $ 0.64 $ 0.46 ======== ======== ======== ======== Shares used in the calculation of basic earnings per 312,119 304,058 309,927 303,074 share Diluted earnings per share $ 0.23 $ 0.16 $ 0.61 $ 0.44 ======== ======== ======== ======== Shares used in the calculation of diluted earnings per share 329,536 318,394 326,774 316,203 ======== ======== ======== ======== Cash dividends per share $ 0.02 $ 0.0175 $ 0.06 $ 0.0525 ======== ======== ======== ======== <FN> See accompanying notes </FN> 2 LINEAR TECHNOLOGY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS (In thousands) April 2, June 27, 2000 1999 ----------- ----------- (unaudited) (audited) Current assets: Cash and cash equivalents $ 154,982 $ 154,220 Short-term investments 872,385 632,487 Accounts receivable, net of allowance for doubtful accounts of $803 ($803 at June 27, 1999) 74,247 62,188 Inventories: Raw materials 4,199 2,705 Work-in-process 8,903 8,178 Finished goods 6,726 4,641 ----------- ----------- Total inventories 19,828 15,524 Deferred tax assets 30,118 28,116 Prepaid expenses and other current assets 11,805 12,577 ----------- ----------- Total current assets 1,163,365 905,112 ----------- ----------- Property, plant and equipment, at cost: Land, building and improvements 88,951 78,555 Manufacturing and test equipment 209,870 166,863 Office furniture and equipment 3,242 3,234 ----------- ----------- 302,063 248,652 Less accumulated depreciation and amortization (125,200) (106,850) ----------- ----------- Net property, plant and equipment 176,863 141,802 ----------- ----------- $ 1,340,228 $ 1,046,914 =========== =========== See accompanying notes 3 LINEAR TECHNOLOGY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS LIABILITIES & SHAREHOLDERS' EQUITY (In thousands) April 2, June 27, 2000 1999 ---------- ---------- (unaudited) (audited) Current liabilities: Accounts payable $ 13,264 $ 7,873 Accrued payroll and related benefits 33,910 33,653 Deferred income on shipments to distributors 40,531 35,464 Income taxes payable 21,479 27,404 Other accrued liabilities 25,238 20,881 ---------- ---------- Total current liabilities 134,422 125,275 Deferred tax liabilities 14,370 14,845 Shareholders' equity: Common stock, no par value, 480,000 shares authorized; 313,089 shares issued and outstanding at April 2, 2000 (307,462 shares at June 27, 1999) 415,943 312,027 Retained earnings 775,493 594,767 ---------- ---------- Total shareholders' equity 1,191,436 906,794 ---------- ---------- $1,340,228 $1,046,914 ========== ========== See accompanying notes 4 LINEAR TECHNOLOGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (In thousands) (unaudited) Nine Months Ended ---------------------- April 2, March 28, 2000 1999 --------- --------- Cash flow from operating activities: Net income $ 199,275 $ 140,114 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 18,351 16,120 Changes in operating assets and liabilities: Decrease (increase) in accounts receivable (12,059) 3,706 Decrease (increase) in inventories (4,304) 345 Decrease (increase) in deferred tax assets, prepaid expenses and other current assets (1,230) 1,470 Increase (decrease) in accounts payable, accrued payroll, income taxes payable and other accrued liabilities 4,080 (15,429) Tax benefit from stock option transactions 65,640 39,389 Increase (decrease) in deferred income 5,067 (288) Increase (decrease) in deferred tax liabilities (475) (1) --------- --------- Cash provided by operating activities 274,345 185,426 --------- --------- Cash flow from investing activities: Purchase of short-term investments (469,608) (406,455) Proceeds from sales and maturities of short-term investments 229,710 324,234 Purchase of property, plant and equipment (53,412) (32,671) --------- --------- Cash used in investing activities (293,310) (114,892) --------- --------- Cash flow from financing activities: Issuance of common stock under employee stock plans 38,276 29,340 Purchase of common stock -- (108,736) Payment of cash dividends (18,549) (15,960) --------- --------- Cash used in financing activities 19,727 (95,356) --------- --------- Increase (decrease) in cash and cash equivalents 762 (24,822) Cash and cash equivalents, beginning of period 154,220 128,733 --------- --------- Cash and cash equivalents, end of period $ 154,982 $ 103,911 ========= ========= Supplemental disclosure of cash flow information: Cash paid during the period for income taxes $ 32,179 $ 32,973 ========= ========= <FN> See accompanying notes </FN> 5 LINEAR TECHNOLOGY CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Interim financial statements and information are unaudited; however, in the opinion of management all adjustments necessary for a fair and accurate presentation of the interim results have been made. All such adjustments were of a normal recurring nature. The results for the three months and nine months ended April 2, 2000 are not necessarily an indication of results to be expected for the entire fiscal year. All information reported in this Form 10-Q should be read in conjunction with the Company's annual consolidated financial statements for the fiscal year ended June 27, 1999 included in the Company's Annual Report to Shareholders. The accompanying balance sheet at June 27, 1999 has been derived from audited financial statements as of that date. All share and per share information has been adjusted for the effect of the Company's two-for-one stock split which was distributed March 27, 2000. There were no material differences between comprehensive income and net income for all periods presented. Because the Company is viewed as a single operating segment for management purposes, no segment information has been disclosed. 2. The Company operates on a 52/53 week year ending on the Sunday nearest June 30. Fiscal 2000 will consist of 53 weeks, compared to 52 weeks for fiscal 1999. The extra week occurred in the Company's second fiscal quarter ended January 2, 2000. 3. Basic earnings per share is calculated using the weighted average shares of common stock outstanding during the period. Diluted earnings per share is calculated using the weighted average shares of common stock outstanding, plus the dilutive effect of stock options calculated using the treasury stock method. The following table sets forth the reconciliation of weighted average common shares outstanding used in the computation of basic and diluted earnings per share: Three Months Ended Nine Months Ended ------------------ ------------------ April 2, March 28, April 2, March 28, 2000 1999 2000 1999 -------- -------- -------- -------- Numerator - Net income $ 75,867 $ 49,828 $199,275 $140,114 -------- -------- -------- -------- Denominator for basic earnings per share - weighted average shares 312,119 304,058 309,927 303,074 Effect of dilutive securities - employee stock options 17,417 14,336 16,847 13,129 -------- -------- -------- -------- Denominator for diluted earnings per share 329,536 318,394 326,774 316,203 -------- -------- -------- -------- Basic earnings per share $ 0.24 $ 0.16 $ 0.64 $ 0.46 ======== ======== ======== ======== Diluted earnings per share $ 0.23 $ 0.16 $ 0.61 $ 0.44 ======== ======== ======== ======== 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations The table below states the income statement items for the three and nine months ended April 2, 2000 and March 28, 1999 as a percentage of net sales and provides the percentage change in absolute dollars of such items comparing the interim periods ended April 2, 2000 to the corresponding periods from the prior fiscal year: Three Months Ended Nine Months Ended ----------------------------------- ---------------------------------- April 2, March 28, Increase/ April 2, March 28, Increase/ 2000 1999 (Decrease) 2000 1999 (Decrease) Net sales 100.0% 100.0% 42% 100.0% 100.0% 35% Cost of sales 25.6 27.4 33 25.7 28.2 23 ------ ------ ------ ------ Gross profit 74.4 72.6 46 74.3 71.8 40 ------ ------ ------ ------ Expenses: Research & development 10.5 11.2 34 11.3 10.6 45 Selling, general & administrative 10.5 10.3 45 10.7 10.5 38 ------ ------ ------ ------ 21.0 21.5 39 22.1 21.1 42 ------ ------ ------ ------ Operating income 53.4 51.1 49 52.3 50.7 39 Interest income 6.0 5.2 65 6.1 5.6 47 ------ ------ ------ ------ Income before income taxes 59.4% 56.3% 50 58.4% 56.3% 40 ====== ====== ====== ====== Effective tax rates 31.0% 32.0% 31.0% 32.0% ====== ====== ====== ====== Net sales for the quarter ended April 2, 2000 were a record $185.1 million, an increase of $55.0 million or 42% over net sales for the same quarter of the previous year. This increase was due to higher unit shipments, while the average selling price declined slightly. Sales increased in all geographic areas, with the United States and Europe leading Japan and the rest of Asia. International sales for the third quarters of both fiscal 2000 and 1999 were 55% of net sales. Relative to end-market applications, sales increased significantly over the prior year's quarter in each of the Company's three major end markets: communications, computer and industrial, with communications showing the most growth particularly in the networking area, fueled by growth in internet infrastructure products. Net sales for the nine months ended April 2, 2000 increased $128.8 million or 35% over net sales for the same period of the previous year. This increase was due primarily to higher unit shipments while the average selling price declined slightly. Sales increased in all geographic areas, particularly Asia and the United States, and in all major end market applications led by communications. Gross profit increased $43.2 million or 46% and $105.1 million or 40% for the third quarter and first nine months of fiscal 2000 over the corresponding periods in fiscal 1999. The improvement in gross profit as a percentage of net sales was primarily due to the favorable effect of fixed costs allocated across a higher sales base and improved manufacturing efficiencies and yields achieved at the Company's fabrication, assembly and test facilities. Research and development ("R&D") expenses increased by $4.9 million or 34% and $17.4 million or 45% for the third quarter and first nine months of fiscal 2000, respectively, as compared to the same periods in fiscal 1999. The increases in R&D expenses compared to the prior year periods were due to increases in staffing levels of design and test engineering personnel which resulted in higher compensation costs, increased profit sharing costs driven by the increases in sales and profitability, and development costs in new product areas. Selling, general and administrative expenses ("SG&A") increased by $6.0 million or 45% and $14.6 million or 38% for the third quarter and first nine months of fiscal 2000, respectively, as compared to the same periods in fiscal 1999. The increases in SG&A expenses compared to the prior year periods were due primarily to an increase in staffing levels to support the increased sales volume, higher profit sharing costs and higher 7 commissions resulting from the increase in sales. The increased expenses were partially offset by a reduction in reserves for certain business disputes with third parties that were resolved in the Company's favor. Interest income was $11.1 million and $30.0 million for the third quarter and first nine months of fiscal 2000, an increase of $4.4 million and $9.6 million respectively, over the corresponding periods of fiscal 1999. The increase in interest income resulted from an increase in the cash and investment balances and a higher rate of return. The Company's effective tax rate for the third quarter and the first nine months of fiscal 2000 was 31.0%, down from 32.0% in fiscal 1999. The lower tax rate is due primarily to increased business activity in foreign jurisdictions and an increase in assets deployed outside of California in jurisdictions where the Company experiences lower tax rates. Although the Company's tax holiday in Singapore expired in September 1999, it is anticipated that the Company will receive at least a partial rate reduction for its Singapore operations going forward. Factors Affecting Future Operating Results Except for historical information contained herein, the matters set forth in this Form 10-Q, including the statements in the following paragraphs, are forward-looking statements that are dependent on certain risks and uncertainties including such factors, among others, as the timing, volume and pricing of new orders received and shipped during the quarter, timely ramp-up of new facilities, the timely introduction of new processes and products, general conditions in the world economy and financial markets and other factors described below. Management of the Company believes the long-term prospects for the business are excellent and the Company continues to invest in the plant infrastructure and technical talent to maximize its opportunities. The Company has had seven consecutive strong bookings quarters both in the magnitude of bookings and in their breadth across end-market applications and geographic regions, with the current quarter's bookings being the strongest in the history of the Company. Customers are generally positive in their business outlook, and appear to be placing orders on the Company to meet their demand as opposed to significantly building inventory. However, as general business conditions continue strong, customers are more watchful of product availability. The Company continues to be dependent to some extent on orders that book and ship in the same quarter, although to a lesser extent than in previous quarters. In summary, given the acceleration of bookings throughout last quarter and the acceptance of new products at customers, the Company currently expects to grow sales in the near-term in the low double-digit range sequentially over the quarter just reported. The Company expects that its profitability as a percentage of sales will be generally unchanged during this period. Estimates of future performance are uncertain, and past performance of the Company may not be a good indicator of future performance due to factors affecting the Company, its competitors, the semiconductor industry and the overall economy. The semiconductor industry is characterized by rapid technological change, price erosion, cyclical market patterns, periodic oversupply conditions, occasional shortages of materials, capacity constraints, variations in manufacturing efficiencies and significant expenditures for capital equipment and product development. Furthermore, new product introductions and patent protection of existing products are critical factors for future sales growth and sustained profitability. Although the Company believes that it has the product lines, manufacturing facilities and technical and financial resources for its current operations, sales and profitability can be significantly affected by the above and other factors. Additionally, the Company's common stock could be subject to significant price volatility should sales and/or earnings fail to meet expectations of the investment community. Furthermore, stocks of high technology companies are subject to extreme price and volume fluctuations that are often unrelated or disproportionate to the operating performance of these companies. Liquidity and Capital Resources At April 2, 2000, cash, cash equivalents and short-term investments totaled $1,027.4 million, and working capital was $1,028.9 million. 8 During the first nine months of fiscal 2000, the Company generated $274.3 million of cash from operating activities. Additionally, the Company generated $38.3 million in proceeds from common stock issued under employee stock option and stock purchase plans. During the first nine months of fiscal 2000, significant cash expenditures included net purchases of short-term investments of $239.9 million and $53.4 million for the purchase of capital assets, primarily manufacturing equipment for the Company's fabrication, assembly and test facilities. The Company also paid $18.5 million for cash dividends to shareholders representing $0.02 per share per quarter. In April 2000, the Company's Board of Directors declared an increase in the quarterly cash dividend to $0.03 per share to be paid during the fourth quarter of fiscal 2000. The payment of future dividends will be based on quarterly financial performance. Historically, the Company has satisfied its liquidity needs through cash generated from operations and the placement of equity securities. Given its strong financial condition and performance, the Company believes that current capital resources and cash generated from operating activities will be sufficient to meet its liquidity and capital expenditures requirements for the foreseeable future. 9 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K a) Exhibits 27.1 Financial Data Schedule for the nine months ended April 2, 2000 b) Reports on Form 8-K None 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LINEAR TECHNOLOGY CORPORATION DATE: May 15, 2000 BY /s/Paul Coghlan ---------------------------- Paul Coghlan Vice President, Finance & Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) 11