com

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

(MARK ONE)

(x)    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended September 29, 2012

 

or

 

(  )   Transition Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934    (No Fee Required)

Commission File No. 0-12718

SUPERTEX, INC.

(Exact name of Registrant as specified in its Charter)

 

 

California

94-2328535

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification #)

 

 

1235 Bordeaux Drive

Sunnyvale, California 94089

(Address of principal executive offices)

Registrant’s Telephone Number, Including Area Code:  (408) 222-8888

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                 Yes x                                                                             No ¨

 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files).                              Yes  x                                       No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Check one.

Large accelerated filer [  ] Accelerated filer [ X ] Non-accelerated filer [   ] Smaller Reporting Company[  ]

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes  ¨                                                                                No x  

Indicate the number of shares outstanding of each of the issuer s classes of common stock, as of the latest practicable date.

 

 

Class

Outstanding on   November 2 , 201 2

Common Stock, no par value

11,597,925

Exhibit index is on Page 40

Total number of pages: 40

 

1

 

 


 

SUPERTEX, INC.

QUARTERLY REPORT - FORM 10Q

Table of Contents

 

Page No.

 

PART I – FINANCIAL INFORMATION

 

Item 1.

Financial Statements (Unaudited)

 

 

Condensed Consolidated Statements of Income

 

Condensed Consolidated Statements of Comprehensive Income

 

Condensed Consolidated Balance Sheets

 

Condensed Consolidated Statements of Cash Flow s

 

Notes to Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

23 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

34 

Item 4.

Controls and Procedures

35 

 

 

 

 

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings

36 

Item 1A.

Risk Factors

36 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

37 

Item 3.

Defaults Upon Senior Securities

37 

Item 4.

Removed and Reserved

37 

Item 5.

Other Information

37 

Item 6.

Exhibits

38 

 

 

 

Signature  

 

39 

 

 

 

2

 

 


 

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

SUPERTEX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

(in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

September 29,

 

October 1,

 

September 29,

 

October 1,

 

 

2012 

 

2011 

 

2012 

 

2011 

Net sales

 

$

15,919 

 

$

16,960 

 

$

31,978 

 

$

35,018 

Cost of sales

 

 

8,571 

 

 

8,432 

 

 

17,136 

 

 

17,424 

Gross profit

 

 

7,348 

 

 

8,528 

 

 

14,842 

 

 

17,594 

Research and development

 

 

3,556 

 

 

3,220 

 

 

7,042 

 

 

7,034 

Selling, general and administrative

 

 

3,449 

 

 

2,706 

 

 

6,833 

 

 

5,957 

Total operating expenses

 

 

7,005 

 

 

5,926 

 

 

13,875 

 

 

12,991 

Income from operations

 

 

343 

 

 

2,602 

 

 

967 

 

 

4,603 

Interest income

 

 

325 

 

 

234 

 

 

626 

 

 

486 

Other income (expense), net

 

 

291 

 

 

(819)

 

 

192 

 

 

(703)

Income before provision for income taxes

 

 

959 

 

 

2,017 

 

 

1,785 

 

 

4,386 

Provision for income taxes

 

 

269 

 

 

306 

 

 

498 

 

 

1,006 

Net income

 

$

690 

 

$

1,711 

 

$

1,287 

 

$

3,380 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.06 

 

$

0.14 

 

$

0.11 

 

$

0.27 

Diluted

 

$

0.06 

 

$

0.14 

 

$

0.11 

 

$

0.27 

Shares used in per share computation:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

11,779 

 

 

12,498 

 

 

11,889 

 

 

12,627 

Diluted

 

 

11,782 

 

 

12,510 

 

 

11,892 

 

 

12,644 

 

 

 

 

The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

 

3

 

 


 

 

S UPERTEX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

September 29,

 

October 1,

 

September 29,

 

October 1,

 

 

2012 

 

2011 

 

2012 

 

2011 

Net income

 

$

690 

 

$

1,711 

 

$

1,287 

 

$

3,380 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on available-for-sale investments, net

 

 

447 

 

 

(307)

 

 

853 

 

 

215 

Tax benefit (provision) related to other comprehensive income

 

 

(157)

 

 

107 

 

 

(299)

 

 

(77)

Other comprehensive income (loss), net of tax

 

 

290 

 

 

(200)

 

 

554 

 

 

138 

Comprehensive income

 

$

980 

 

$

1,511 

 

$

1,841 

 

$

3,518 

 

The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements .

 

4

 

 


 

SUPERTEX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 29, 2012

 

March 31, 2012

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

16,149 

 

$

19,860 

Short-term investments

 

 

129,806 

 

 

111,137 

Trade accounts receivable, net

 

 

8,275 

 

 

8,021 

Inventories

 

 

11,940 

 

 

14,438 

Prepaid expenses and other current assets

 

 

5,311 

 

 

6,786 

Prepaid income taxes

 

 

3,079 

 

 

3,032 

Deferred income taxes

 

 

7,424 

 

 

7,529 

Total current assets

 

 

181,984 

 

 

170,803 

Long-term investments

 

 

13,700 

 

 

25,900 

Property, plant and equipment, net

 

 

4,398 

 

 

4,941 

Other assets

 

 

549 

 

 

621 

Deferred income taxes, noncurrent

 

 

5,309 

 

 

5,375 

Total assets

 

$

205,940 

 

$

207,640 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Trade accounts payable

 

$

2,593 

 

$

1,994 

Accrued salaries and employee benefits

 

 

12,799 

 

 

12,434 

Other accrued liabilities

 

 

781 

 

 

615 

Deferred revenue

 

 

2,773 

 

 

2,560 

Income taxes payable

 

 

137 

 

 

23 

Total current liabilities

 

 

19,083 

 

 

17,626 

Income taxes payable, noncurrent

 

 

4,192 

 

 

4,161 

Deferred tax liabilities, noncurrent

 

 

127 

 

 

 -

Other accrued liabilities, noncurrent

 

 

568 

 

 

561 

Total liabilities

 

 

23,970 

 

 

22,348 

 

 

 

 

 

 

 

Commitments and contingencies (Note 9)

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

 

Preferred stock, no par value -- 10,000 shares authorized; none issued and outstanding

 

 

                         -  

 

 

                         -  

Common stock, no par value -- 30,000 shares authorized; issued and outstanding   11,608 shares as of September 29, 2012 and 11,992 shares as of March 31, 2012

 

 

67,549 

 

 

68,031 

Accumulated other comprehensive loss

 

 

(791)

 

 

(1,345)

Retained earnings

 

 

115,212 

 

 

118,606 

Total shareholders’ equity

 

 

181,970 

 

 

185,292 

Total liabilities and shareholders’ equity

 

$

205,940 

 

$

207,640 

 

 

 

The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

5

 

 


 

SUPERTEX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

September 29,

 

October 1,

 

 

2012 

 

2011 

 

 

 

 

 

 

(As Revised)

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income

 

$

1,287 

 

$

3,380 

Non-cash adjustments to net income:

 

 

 

 

 

 

Depreciation and amortization

 

 

697 

 

 

984 

Provision for doubtful accounts and sales returns

 

 

216 

 

 

31 

Provision for excess and obsolete inventories

 

 

754 

 

 

1,475 

Deferred income taxes

 

 

(127)

 

 

                 -

Stock-based compensation

 

 

1,514 

 

 

1,422 

Tax benefit related to stock-based compensation plans

 

 

 

 

Unrealized loss (gain) from short-term investments, categorized as trading

 

 

(194)

 

 

723 

Amortization of premium on short-term investments

 

 

1,268 

 

 

1646 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Trade accounts receivable

 

 

(470)

 

 

(1,355)

Inventories

 

 

1,744 

 

 

73 

Prepaid expenses and other assets

 

 

1,546 

 

 

(1,371)

Prepaid income taxes

 

 

(47)

 

 

58 

Trade accounts payable and accrued expenses

 

 

959 

 

 

289 

Deferred revenue

 

 

213 

 

 

(574)

Income taxes payable

 

 

272 

 

 

(2,080)

Net cash provided by operating activities

 

 

9,639 

 

 

4,707 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

(144)

 

 

(557)

Purchases of investments

 

 

(64,042)

 

 

(121,212)

Sales of investments

 

 

20,080 

 

 

53,093 

Maturities and redemptions of investments

 

 

37,272 

 

 

57,598 

Net cash (used in) provided by investing activities

 

 

(6,834)

 

 

(11,078)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from exercise of stock options and employee stock purchase plan

 

 

312 

 

 

1,288 

Stock repurchases

 

 

(6,828)

 

 

(13,101)

Net cash used in financing activities

 

 

(6,516)

 

 

(11,813)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

 

(3,711)

 

 

(18,184)

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS:

 

 

 

 

 

 

Beginning of period

 

 

19,860 

 

 

23,962 

End of period

 

$

16,149 

 

$

5,778 

 

 

 

 

 

 

 

Supplemental cash flow disclosures:

 

 

 

 

 

 

Income taxes (refunds received) paid, net

 

 

(1,304)

 

 

4,597 

 

 

The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

6

 

 


 

SUPERTEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

Note 1 – Organization and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Supertex, Inc. (“Supertex,” the “Company,” “we,” and “us”) and its subsidiary have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America.  This financial information reflects all adjustments, which are, in the opinion of the Company’s management, of normal recurring nature and necessary to state fairly the balance sheet as of September 29, 2012; the statements of income for the three and six months ended September 29, 2012 and October 1, 2011; the statements of comprehensive income for the three and six months ended September 29, 2012 and October 1, 2011; and the statements of cash flows for the six months ended September 29, 2012 and October 1, 2011.  The March 31, 2012 balance sheet was derived from the audited financial statements included in the fiscal 2012 Annual Report on Form 10-K, but does not include all disclosures required by GAAP in the United States of America.  All significant intercompany transactions and balances have been eliminated. 

The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  Certain information and footnote disclosures normally included in these financial statements have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures which are made are adequate to make the information presented not misleading.  These financial statements should be read in conjunction with the audited consolidated financial statements of Supertex, Inc. for the fiscal year ended March 31, 2012, which were included in the fiscal 2012 Annual Report on Form 10-K.

The preparation of financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the financial statements. The results of operations for the three and six months ended September 29, 2012 are not necessarily indicative of the results to be expected for any future periods.

The Company reports on a fiscal year basis and it operates and reports based on quarterly periods ending on the Saturday nearest to the end of the applicable calendar quarter, except in a 53-week fiscal year, in which case the additional week falls into the fourth quarter of the fiscal year.  Fiscal 2013 will be a 52-week year.  The three months ended September 29, 2012 and October 1, 2011, both consist of thirteen weeks.    

Revision to Previously Issued Financial Statements

The condensed consolidated statement of cash flows for the period ended October 1, 2011 has been revised as previously reported in Footnote 1 of the quarterly report on Form 10-Q for the period ended December 31, 2011.

Recent Accounting Pronouncements

In June 2011, Financial Accounting Standard Board (“FASB”) issued new authoritative guidance regarding Presentation of Comprehensive Income.  This amendment attempts to improve comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income.  In order to facilitate convergence with International Financial Reporting Standards (“IFRS”), FASB has decided to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity.  Also, this amendment requires that all non-owner changes in stockholders’ equity be presented in a single continuous statement of comprehensive income or in two separate

7

 


 

SUPERTEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(unaudited)

 

but consecutive statements.  This amendment is effective for annual periods beginning after December 15, 2011 and interim periods within these years (the fiscal quarter end ed   June 30 , 2012 for the Company) and is applied retrospectively.  On October 21, 2011, the FASB proposed a deferral of the requirement to present reclassifications of other comprehensive income on the face of the income statement. Companies would still be required to adopt all other requirements contained in the guidance. The adoption of these amended standards affected the presentation of other comprehensive income, as the Company has elected to present two separate but consecutive statements, but did not have an effect on its financial position or results of operations .

Note 2 – Fair Value

The Company measures its cash equivalents, short-term investments and long-term investments at fair value.  F air value is defined as the price that would be received from selling an asset and paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would t r ansact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance .

A three-tiered fair value hierarchy has been established as the basis for considering the above assumptions and determining the inputs used in the valuation methodologies in measuring fair values.  The three levels of inputs are defined as follows:

Level 1 – Unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2 – Observable inputs such as q uoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in inactive markets.

Level 3 – Valuations based on models where significant inputs are not observable. The unobservable inputs reflect the Company s own assumptions about the factors that market participants would use.

The Company maximize s the use of observable inputs and minimize s the use of unobservable inputs. If a financial instrument uses an input that is significant to the fair value calculation, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation.  The Company s financial assets and liabilities measured at fair value on a recurring basis include cash equivalents and investment securities ,   both short-term and long-term.

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to their short maturities.

The Company’s money market investments, certificates of deposit purchased directly from the bank, and Non-Qualified Deferred Compensation (NQDCP) assets and liabilities are valued using Level 1 inputs. Fixed income available-for-sale portfolio, mainly consisting of municipal bonds, US government agency bonds, corporate bonds , commercial paper and certificates of deposits bought in the secondary market, are valued using Level 2 inputs.

The Company’s long-term investments consist entirely of auction rate securities (“ARS”) which are collateralized by student loans.   Of its two ARS holdi ngs, the credit rating of one with a par value of $12,800,000 

8

 

 


 

SUPERTEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(unaudited)

 

was reduced to AA+ by S&P in February 2012 and to A with a negative outlook by Fitch in June 2012. The other ARS investment with a par value of $2,500,000 still holds an AAA and Aaa credit rating, which have not been reduced as of or subsequent to September 29, 2012.  Due to the lack of availability of observable market quotes for the Company’s investment portfolio of these ARS, the fair value was estimated based on a discounted cash flow model using Level 3 inputs. The assumptions used in the discounted cash flow model include estimates for interest rates, timing and amounts of cash flows, liquidity of the underlying security, expected holding periods, and contractual terms of the security. In light of the current market condition for ARS, the Company developed different scenarios for the significant inputs used in the discounted cash flow model, including but not limited to a liquidity discount of 125 and 150 basis points per year for the current ARS market, and the timing of recovery of the ARS market from three to five years.  The Company concluded that the fair value of those of its ARS which were classified as level 3 assets was $13,700,000 as of September 29, 2012 net of a temporary impairment of $1,600,000 to par value.  

The Company also considered the quality, amount of collateral, and US government guarantee for the ARS and looked to other marketplace transactions and information received from third party brokers in order to assess whether the fair value based on the discounted cash flow model is reasonable. The valuation of the Company s investment portfolio is subject to uncertainties that are difficult to predict. Factors that may affect the Company s valuation include changes to credit ratings of the securities as well as the underlying assets supporting those securities, rates of default of the underlying assets, underlying collateral values, discount rates, counterparty risk and ongoing strength , and quality of market credit and liquidity. Significant inputs to the investment valuation s are unobservable in the active markets and therefore the Company’s ARS are classified as Level 3 in the hierarchy.  

The following table s summarize assets and liabilities measured at fair value on a recurring basis as of   September 29, 2012 and March 31, 2012 ,   excluding accrued interest (in thousands) :

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 29, 2012

 

 

Fair V alue M easurements

Assets

 

Level 1

 

Level 2

 

Level 3

 

Total

Money market funds

 

$

10,721 

(1)

$

 -

 

$

 -

 

$

10,721 

Municipal bonds

 

 

 -

 

 

49,606 

 

 

 -

 

 

49,606 

Corporate bonds

 

 

 -

 

 

38,993 

 

 

 -

 

 

38,993 

Government agency bonds

 

 

 -

 

 

24,274 

 

 

 -

 

 

24,274 

Certificates of deposits                                                   

 

 

5,000 

(2)

 

4,948 

 

 

 -

 

 

9,948 

Commercial paper

 

 

 

 

 

600 

(3)

 

 

 

 

600 

Equity mutual funds related to NQDCP

 

 

8,985 

 

 

 -

 

 

 -

 

 

8,985 

Long-term investments in ARS

 

 

 -

 

 

 -

 

 

13,700 

 

 

13,700 

Total assets at fair value

 

$

24,706 

 

$

118,421 

 

$

13,700 

 

$

156,827 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Obligation related to NQDCP

 

$

8,985 

 

$

 -

 

$

 -

 

$

8,985 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2012

 

 

Fair V alue M easurements

Assets

 

Level 1

 

Level 2

 

Level 3

 

Total

Money market funds

 

$

16,453 

(1)

$

 -

 

$

 -

 

$

16,453 

Municipal bonds

 

 

 -

 

 

32,268 

 

 

 -

 

 

32,268 

Corporate bonds

 

 

 -

 

 

36,947 

 

 

 -

 

 

36,947 

Government agency bonds

 

 

 -

 

 

26,010 

 

 

 -

 

 

26,010 

Certificates of deposits                                                   

 

 

3,000 

 

 

4,262 

 

 

 -

 

 

7,262 

Equity mutual funds related to NQDCP

 

 

8,650 

 

 

 -

 

 

 -

 

 

8,650 

Long-term investments in ARS

 

 

 -

 

 

 -

 

 

25,900 

 

 

25,900 

Total assets at fair value

 

$

28,103 

 

$

99,487 

 

$

25,900 

 

$

153,490 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Obligation related to NQDCP

 

$

8,650 

 

$

 -

 

$

 -

 

$

8,650 

 

 

 

 

 

 

 

 

 

 

 

 

 

9

 

 


 

SUPERTEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(unaudited)

 

_________________________

(1)

M oney market funds of $1 0 , 7 21,000 and $16,453 ,000 were classified as cash equivalents as of September 29, 2012 and March 31, 2012, respectively.

(2)

Certificates of deposits as of September 29, 2012 included $2,000,000 which was classified as cash equivalents.

(3)

Commercial paper of $600,000 was classified as cash equivalents as of September 29, 2012.

 

There were no significant transfers between Level 1 , Level 2 and Level 3 during the three and six months ended September 29, 2012 or October 1, 2011. The following table includes the activity for Auction Rate Securities that are classified as Level 3 of the valuation hierarchy ( in thousands ):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

September 29,

 

October 1,

 

September 29,

 

October 1,

 

 

2012 

 

2011 

 

2012 

 

2011 

Beginning balance of ARS classified as Level 3

 

$

13,600 

 

$

28,200 

 

$

25,900 

 

$

30,200 

Total unrealized gains included in other comprehensive income

 

 

100 

 

 

 -

 

 

550 

 

 

400 

Redemptions of investments in ARS

 

 

 -

 

 

 -

 

 

(12,750)

 

 

(2,400)

Ending balance of ARS classified as Level 3

 

$

13,700 

 

$

28,200 

 

$

13,700 

 

$

28,200 

 

 

 

The Company recognizes transfers into and out of levels within the fair value hierarchy based on the transaction or the change in circumstances at the end of the fiscal month.

 

During the six months ended September 29, 2012 , the Company received $ 12,750,000   relating to ARS with a carrying value at the time of $11,772,000 , redeemed at par value. See Note 3 for further discussion of the Company s ARS.

10

 

 


 

SUPERTEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(unaudited)

 

 

Note 3 – Cash and C ash Equivalents and I nvestments

The Company s cash equivalents consist primarily of investments in money market funds as follows (in thousand s ) :

 

 

 

 

 

 

 

 

 

 

 

 

 

September 29, 2012

 

March 31, 2012

Cash

$

2,828 

 

$

3,407 

Cash equivalents:

 

 

 

 

 

Commercial paper

 

600 

 

 

 -

Certificates of deposits

 

2,000 

 

 

 -

Money market funds

 

10,721 

 

 

16,453 

Total cash and cash equivalents

$

16,149 

 

$

19,860 

 

The Company s portfolio of short-term and long-term   investments is as follows (in thousands) :

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 29, 2012

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Carrying

 

 

 

Cost

 

 

Gain

 

 

Loss

 

 

Value

Short-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

Trading securities:

 

 

 

 

 

 

 

 

 

 

 

 

Equity mutual funds related to NQDCP

 

$

8,985 

 

$

 -

 

$

 -

 

$

8,985 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

Municipal bonds

 

 

49,507 

 

 

123 

 

 

(24)

 

 

49,606 

Corporate bonds

 

 

38,803 

 

 

204 

 

 

(14)

 

 

38,993 

Government agency bonds

 

 

24,183 

 

 

95 

 

 

(4)

 

 

24,274 

Certificates of deposits

 

 

7,953 

 

 

 

 

(9)

 

 

7,948 

Total short-term investments

 

$

129,431 

 

$

426 

 

$

(51)

 

$

129,806 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

Available-for sale securities

 

$

15,300 

 

$

 -

 

$

(1,600)

 

$

13,700 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2012

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Carrying

 

 

 

Cost

 

 

Gain

 

 

Loss

 

 

Value

Short-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

Trading securities

 

 

 

 

 

 

 

 

 

 

 

 

Equity mutual funds related to NQDCP

 

$

8,650 

 

$

 -

 

$

 -

 

$

8,650 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

Municipal bonds

 

 

32,250 

 

 

39 

 

 

(21)

 

 

32,268 

Corporate bonds

 

 

36,912 

 

 

68 

 

 

(33)

 

 

36,947 

Government agency bonds

 

 

25,984 

 

 

33 

 

 

(7)

 

 

26,010 

Certificates of deposits

 

 

7,267 

 

 

 

 

(9)

 

 

7,262 

Total short-term investments

 

$

111,063 

 

$

144 

 

$

(70)

 

$

111,137 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

Available-for sale securities

 

$

28,050 

 

$

 -

 

$

(2,150)

 

$

25,900 

11

 

 


 

SUPERTEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(unaudited)

 

 

 

The Company s   short-term and long-term investments by contractual maturit y are as follows (in thousands) :

 

 

 

 

 

 

 

 

 

 

 

 

 

September 29, 2012

 

March 31, 2012

Short-term investment:

 

 

 

 

 

Trading securities:

 

 

 

 

 

  Due in one year or less

$

8,985 

 

$

8,650 

Available-for-sale securities:

 

 

 

 

 

Due in 12 months or less

 

56,092 

 

 

62,504 

Due in 12 to 24 months

 

19,456 

 

 

29,903 

Due in 24 to 36 months

 

25,162 

 

 

2,682 

Due in 36 to 49 months

 

20,111 

 

 

7,398 

Total short-term investments

$

129,806 

 

$

111,137 

Long-term investment:

 

 

 

 

 

Available-for-sale securities at fair value:

 

 

 

 

 

Due after ten years

$

13,700 

 

$

25,900 

Total long-term investments

$

13,700 

 

$

25,900 

 

 

Short-term investments classified as trading securities consisted entirely of investments in mutual funds held by the Company’s Non-Qualified Deferred Compensation Plan (“NQDCP”). Unrealized gains (losses) on trading securities are recorded in the Condensed Consolidated Statement of Income. Unrealized gain s on trading securities w ere   $291,000   and $194,000 for the three and six months ended September 29, 2012   compared to losses of  $ 822 ,000 and $723,000 , respectively,   for the same period s of the prior fiscal year.

The Company ’s available-for-sale portfolio as of September 29, 2012 was comprised of municipal bonds, corporate bonds, government agency bonds, commercial paper, certificates of deposits and ARS . Unrealized gains (losses) on available-for-sale securities are recorded in other comprehensive income as increases (declines) in fair values and are considered to be temporary.

During the three and six months ended September 29, 2012 , the Company disposed of short-term available-for-sale securities totaling $18,83 7 ,000 and $44,60 2 ,000 at par, compared to $40,944,000 and $108,291,000 for the same period s of the prior fiscal year.  The realized gains and losses of these tran sactions were immaterial.

12

 

 


 

SUPERTEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(unaudited)

 

The Company’s ARS have contractual maturities between 25 and 29 years. They are in the form of auction rate bonds whose interest rates had historically been reset every thirty-five days through an auction process. At the end of each reset period, investors could sell or continue to hold the securities at par. These ARS held by the Company are backed by pools of student loans and are primarily guaranteed by the U.S. Department of Education, although the credit rating of one ARS with a par value of $12,800,000 was reduced to AA+ by S&P in February 2012 and to A with a negative outlook by Fitch in June 2012. 

ARS with a par value of $15,300,000 , whose carrying value was $13,700,000 ,   were classified as non-current assets and were presented as long-term investments on the Company’s balance sheet as of September 29, 2012 .

The Company has concluded that the decline in fair value of the ARS investments as of September 29, 2012 is considered to be temporary in part due to the following:

·

these investments are of investment grade credit quality and a significant portion of them are collateralized and are guaranteed by the U.S. Department of Education;

·

as of September 29, 2012 , there have been no defaults on the ARS held by the Company;

·

of the two ARS holdings, the credit rating of one with a par value of $ 12,800,000   was reduced to AA+ by S&P in February 2012 and to A with a negative outlook by Fitch in June 2012 , however, it is still investment grade. The other ARS investment still holds a AAA and Aaa credit rating, which ha ve not been reduced as of or subsequent to September 29, 2012 .  

·

the Company has the intent and ability to hold these investments until the anticipated recovery in market value occurs or they are redeemed at par value; and

·

to the extent the Company’s ARS have been redeemed, they were redeemed at par value. The Company received ARS redemptions of $4,700,000, $36,450,000 and $19,250,000, all at par value   in fiscal years 2012, 2011 and 2010, respectively. Additionally, during the six months ended September 29, 2012, two of its ARS were fully or partially redeemed at par value for $12,750,000.

 

If uncertainties in the credit and capital markets continue or these markets deteriorate further, the Company may incur additional temporary impairment to its ARS holdings . The Company will continue to monitor its ARS holdings and may be required to record an impairment charge through the income statement if the decline in fair value is determined to be other-than-temporary or the credit quality of its ARS holdings declines further .

 

Note 4 – Inventories

The Company s inventories consist of high technology semiconductor devices and integrated circuits that are specialized in nature, subject to rapid technological obsolescence, and sold in a highly competitive industry.  Inventory balances at the end of each period are sta ted at the lower of cost (determined on a first-in, first-out basis) or net realizable value.

13

 

 


 

SUPERTEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(unaudited)

 

Inventories consist of (in thousands) :

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 29, 2012

 

March 31, 2012

Raw materials

 

$

513 

 

$

936 

Work-in-process

 

 

8,101 

 

 

8,221 

Finished goods

 

 

2,087 

 

 

4,195 

Finished goods at distributors and on consignment

 

 

1,239 

 

 

1,086 

Total Inventories

 

$

11,940 

 

$

14,438 

 

The Company wrote down excess and obsolete inventory totaling $ 598,000   and $ 754,000   for the three and six months ended September 29, 2012 compared to $ 517,000 and  $ 1,475,000 , respectively,   for the same periods of the prior fiscal year. The Company sold previously written-down inventory of $ 419,000 and $ 764,000   for the three and six months ended   September 29, 2012 , respectively .  For the same periods of the prior fiscal year, such sales were $ 249,000 and $544,000 , respectively .

 

Note 5   – Accumulated Other Comprehensive Loss    

As of September 29, 2012 , the total unrealized loss on available-for-sale investments amounted to $1,224,000 , which was recorded in accumulated other comprehensive loss, net of tax of $433, 000 ,   or $791,000 . As of Octobe r 1, 2011 , the total unrealized loss on available-for-sale investments amounted to $2, 381 ,000, which was recorded in accumulated other comprehensive loss, net of tax of $ 836 ,000 ,   or $1,545,000 .

 

Note 6 - Stock-Based Compensation

The stock-based compensation expense for the three and six months ended September 29, 2012   was $769,000   and $1,514,000, compared to $829,000 and $1,422,000, respectively, for the same periods of the prior fiscal year.

T he Company granted options to employees with an estimated grant date fair value of $238,000   f or both the three and six months ended September 29, 2012 . For the three and six months ended Oct o ber 1, 2011 , the Company granted options with an estimated grant date fair value of $1, 645,000 and $2,576,000, respectively . As of September 29, 2012 , the unrecorded stock-based compensation related to stock options was $ 4,360,000 (net of estimated forfeitures) and will be recognized over an estimated weighted average amortization period of approximately 1.8 years.

The Company’s shareholders approved the adoption of the 2001 Stock O ption Plan (the “2001 Plan”) and the reservation of 2,000,000 shares of common stock for issuance under 2001 Plan at the August 17, 2001 annual meeting of shareholders. Options granted under the 2001 Plan were granted at the fair market value of the Com pany’s common stock on the date of grant and generally expired s even years from the date of grant or thirty days after termination of service, whichever occurs first.  The options generally were exercisable beginning one year from date of grant and generally vest ratably over a five-year period. On August 24, 2006, the Company’s board of directors approved a change in grant policy of the 2001 Plan to only grant non-statutory stock options to better align the Company’s compensa tion plan to employee incentives and to Company objectives. On August 17, 2007, the Company’s board of directors approved that all future stock option grants would have a ten-year term, which is within the guidelines of the Company’s 2001 Plan, subject to earlier expiration thirty days after termination of service. As of August 14, 2009, no further options may be granted under the 2001 Pla n.

14

 

 


 

SUPERTEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(unaudited)

 

The Company s shareholders approved the adoption of the 2009 Equity Incentive Plan (the “2009 Plan”) at the August 14, 2009 annual meeting for shareholders. Under the 2009 Plan, the total number of shares of Company common stock reserved for issuance consists of 1,000,000 shares plus (1) the 159,509 shares which remained authorized for issuance under the 2001 Plan but which were not subject to outstanding stock awards as of August 14, 2009, and (2) those of the 1,440,400 shares , subject to stock awards outstanding under the 2001 Plan as of August 14, 2009, that terminate prior to exercise and would otherwise be returned to the share reserves under the 2001 Plan, with the total shares in addition to the 1,000,000 shares thus being up to a maximum of 1,599,909 shares. The 2009 Plan allows the Company to continue its prior option practices under the 2001 Plan to grant non-statutory options to key employees with an exercise price equal to the fair market value of the Company s stock on the date of grant. The Company s options typically have a term of ten years and vest in 20% installments   on each of the f irst  f ive   anniversaries of the date of grant . The 2009 Plan also provides the Company with the flexibility in designing equity incentives, including restricted stock awards, stock appreciation rights, restricted stock unit awards, performance stock awards, and performance cash awards.

The following table summarizes the activities under the 2001 and 2009 Plans for the six months ended September 29, 2012:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options Outstanding

 

 

Available for Grant

 

Number of Shares

 

 

    Weighted Average Exercise Price

Balance, March 31, 2012

 

677,429 

 

1,677,962 

 

$

26.49 

Granted

 

(63,800)

 

63,800 

 

 

17.29 

Exercised

 

 -

 

(14,320)

 

 

17.39 

Canceled

 

41,900 

 

(41,900)

 

 

26.35 

Balance, September 29, 2012

 

655,529 

 

1,685,542 

 

$

26.22 

 

The weighted average fair value of options, as determined under the authoritative guidance for stock compensation, granted to employees and directors under the 2009 Plan during the three and six months ended   September 29, 2012 were $7.04 per share for both periods, compared to $8.08 per share for both the three and six months ended October 1, 2011. The total intrinsic value of options exercised (which is the amount by which the stock price exceeded the exercise price of the option on the date of the exercise) during the three and six months ended September 29, 2012 was zero and $26,000 , respectively .  During the three and six months ended September 29, 2012, the amount of cash received from employees as a result of employee stock option exercises was zero and $249,000 ,   r espectively .

 

15

 

 


 

SUPERTEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(unaudited)

 

The options outstanding and exercisable as of September 29, 2012, under the 2001 and 2009 Plans are in the following exercise price ranges:             

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                    Options Outstanding                   

 

Options Exercisable

Range of Exercise Prices

 

Number Outstanding

 

Weighted-Average Remaining Contractual Life (Years)

 

 

Weighted-Average Exercise Price

 

Number Outstanding

 

 

Weighted-Average Exercise Price

$

17.29 

-

$

19.99 

 

307,200 

 

9.17 

 

$

18.89 

 

31,300 

 

$

19.08 

 

20.00 

-

 

24.99 

 

603,702 

 

6.96 

 

 

21.39 

 

297,518 

 

 

21.21 

 

25.00 

-

 

29.99 

 

299,880 

 

6.35 

 

 

26.94 

 

211,072 

 

 

26.96 

 

30.00 

-

 

34.99 

 

233,060 

 

2.21 

 

 

33.77 

 

215,760 

 

 

33.76 

 

35.00 

-

 

39.99 

 

90,800 

 

4.71 

 

 

35.83 

 

90,800 

 

 

35.83 

 

40.00 

-

 

44.99 

 

132,900 

 

1.07 

 

 

40.90 

 

132,900 

 

 

40.90 

 

45.00 

-

 

46.92 

 

18,000 

 

1.17 

 

 

46.92 

 

18,000 

 

 

46.92 

$

17.29 

-

$

46.92 

 

1,685,542 

 

5.95 

 

$

26.22 

 

997,350 

 

$

29.49 

 

 

Options outstanding and options exercisable under the option plans had a total intrinsic value of $43,000 and $4,000 , respectively, as of September 29, 2012.

2000 Employee Stock Purchase Plan (“ESPP”).   Under the ESPP, e ligible employees may elect to withhold up to 20% of their cash compensation to purchase shares of the Company’s common stock at a price equal to 95% of the market value of the stock at the time of purchase, which is at the end of the six-month offering period.  An eligible employee may purchase no more than 500 shares during any six-month offering period. For the six months ended September 29, 2012, the amount of cash received from employees as a result of ESPP purchases was  $ 63 ,000 compared to $89,000 for the same period of the prior fiscal year.

 

Note 7 – Income Taxes

The provision for income taxes for the three months ended September 29, 2012 was $269,000 on income before tax of $9 59 ,000 at the effective tax rate of 28% compared to $306,000 on inc ome before tax of $2, 017 ,000 at the effective tax rate of 15 % in the second quarter of the prior fiscal year.

The provisio n for income taxes for the six months ended September 29, 2012   was $498,000 on income before tax of $1,7 85 ,000 at the effective tax rate of 28% compared to $1,006,000 on income before tax of $ 4,386 ,000 at the effective tax rate of 23 %   for the same period of the prior fiscal year.  

The year-over-year quarterly and six months increase s in the estimated tax rate were both primarily due to changes in relative expected income to be generated in fiscal 2013 between Supertex's US and Hong Kong entities which have different tax rates and to a lesser exten t research and development credits as they have not been extended by the US Government , partially offset by increased domestic manufacturing deduction .

The income tax provision for interim periods reflects the Company’s computed estimated annual effective tax rate and differs from the taxes computed at the federal and state statutory rates primarily due to the effects of foreign rate differentials, non-deductible stock-based compensation expense, tax-exempt interest income, R&D tax credits, tax contingencies, and the domestic production activities deduction.

16

 

 


 

SUPERTEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(unaudited)

 

During the six months ended September 29, 2012 ,   the liability for uncertain income tax positions excluding accrued interest and penalties increased from $3,661,000 to $3,729,000 . Of the total $3,729,000 of unrecognized tax benefits, $2,861,000 represents the amount that, if recognized, would favorably affect the Company’s effective income tax rate in a future period. The Company cannot conclude on the range of cash payments that will be made within the next twelve months associated with its uncertain tax positions.

The Company records interest and penalties related to unrecognized tax benefits in income tax expense. As of   September 29, 2012 , the Company had approximately $ 505 ,000 accrued for estimated interest and $ 155 ,000 for estimated penalties related to uncertain t ax positions. For the six months ended September 29, 2012 , the Company recorded estimated interest of $1 1 ,000 and estimated penalties of $ 3 ,000.  

T he balance of unrecognized income tax benefits, including accrued interest and accrued penalties on September 29, 2012, was approximately $ 1,719 ,000   related to tax positions for which it is reasonably possible that the statute of limitations will expire in various jurisdictions within the next twelve months.

The Company s major tax jurisdictions a re the United States federal, State of California and Hong Kong , and the Company’s income tax returns are no longer subject to examination by these taxing authorities for fiscal years before   2002.    

Note 8 - Net Income per Share  

Basic earnings per share (“EPS”) is computed as net income divided by the weighted average number of common shares outstanding for the period.  Diluted EPS reflects the potential dilution that could occur from common shares that may be issued through stock options and ESPP only, since the Company does not have warrants or any other convertible securities outstanding. 

17

 

 


 

SUPERTEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(unaudited)

 

A reconciliation of the numerator and denominator of basic and diluted earnings per share is provided as follows ( in thousands, except per share amounts ):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

Three Months Ended

 

Six Months Ended

 

 

September 29,

 

October 1,

 

September 29,

 

October 1,

 

 

2012 

 

2011 

 

2012 

 

2011 

BASIC:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

690 

 

$

1,711 

 

$

1,287 

 

$

3,380 

Weighted average shares outstanding for the period

 

 

11,779 

 

 

12,498 

 

 

11,889 

 

 

12,627 

Net income per share

 

$

0.06 

 

$

0.14 

 

$

0.11 

 

$

0.27 

 

 

 

 

 

 

 

 

 

 

 

 

 

DILUTED:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

690 

 

$

1,711 

 

$

1,287 

 

$

3,380 

Weighted average shares outstanding for the period

 

 

11,779 

 

 

12,498 

 

 

11,889 

 

 

12,627 

Effect of dilutive securities: stock options and ESPP

 

 

 

 

12 

 

 

 

 

17 

Total

 

 

11,782 

 

 

12,510 

 

 

11,892 

 

 

12,644 

Net income per share

 

$

0.06 

 

$

0.14 

 

$

0.11 

 

$

0.27 

 

 

Options to purchase 1,650,407 shares of the Company’s common stock at an average price of $26.48 per share, and 1,653,266 shares at an average price of $26.53   for the three and six months ended September 29, 2012, respectively, were outstanding but were not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.  

For the three and six months ended October 1, 2011, options to purchase 1,510,270 shares of the Company’s common stock at an average price of $27.42 per share, and 1,445,847 shares at an average price of $27.75 per share, respectively, were outstanding but were not included in the computation of diluted earni ngs per share because their effect would have been anti-dilutive.

 

Note 9 – Commitments and Contingencies

Indemnification

As is customary in the Company’s industry, the Company has agreed to defend certain customers, distributors, suppliers, and subcontractors against certain claims which third parties may assert that its products allegedly infringe on certain of their intellectual property rights, including patents, trademarks, trade secrets, or copyrights.  The Company has agreed to pay certain amounts of any resulting damage awards and typically has the option to replace any infringing product with non-infringing product.  The terms of these indemnification obligations are generally perpetual from the effective date of the agreement.  In certain cases, there are limits on and exceptions to the Company’s potential liability for indemnification relating to intellectual property infringement claims.  The Company cannot estimate the amount of potential future payments, if any, that it might be required to make as a result of these agreements.  To date, the Company has not paid any damage awards nor has it been required to defend any claims related to its indemnification obligations, and accordingly,

18

 

 


 

SUPERTEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(unaudited)

 

it has not accrued any amounts for indemnification obligations.  However, there can be no assurance that the Company will not have any financial exposure under those indemnification obligations in the future.

Legal Proceedings

From time to time the Company is subject to possible claims or assessments from third parties arising in the normal course of business.  Management has reviewed such possible claims and assessments with the Company’s outside legal counsel and believes that it is unlikely that they will result in any material adverse effect on the Company’s financial condition, results of operations, or cash flows.  The Company is not currently involved in any legal proceeding .  

Product Return and Warranty Reserves

The Company s standard policy is to accept the return of defective parts for credit from non-distributor customers for a period of 90 days from date of shipment. This period may be extended in certain cases. The Company records estimated product returns as a reduction to revenue in the same period as the related revenues are recorded. These estimates are based on historical experience, analysis of outstanding return ed material authorizations and allowance authorization data.

The reductions to revenue for estimated product returns for the three months ended September 29, 2012 and October 1, 2011 are as follows (in thousands):  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Description

 

Balance at Beginning of Period

 

Charge (1)

 

Deductions and Other

 

Balance at End of Period

Three months ended September 29, 2012

 

$

339 

 

$

86 

 

$

(211)

 

$

214 

Three months ended October 1, 2011

 

$

215 

 

$

(8)

 

$

(18)

 

$

189 

Six months ended September 29, 2012

 

$

213 

 

$

220 

 

$

(219)

 

$

214 

Six months ended October 1, 2011

 

$

234 

 

$

16 

 

$

(61)

 

$

189 

 

___________________

(1) Represents amounts charged to the allowance for sales returns.  

While the Company s sales returns are historically within the allowance established, it cannot guarantee that it will continue to experience the same return rates that it has had in the past.  Any significant increase in product failure rates and the resulting sales returns could have a material adverse effect on the operating results for the period or periods in which such returns materialize.

For sales through distributors, the Company s policy is to replace under warranty defective products at its own expense for a period of 90 days from date of shipment. This period may be extended in certain cases. This liability is limited to replacement of the product along with freight and delivery costs. In certain cases, the Company may pay for rework.

The Company reserves for estimated warranty costs in the same period as the related revenues are recorded. The estimate is based on historical expenses and is recorded as cost of sales. The warranty reserve was $ 54 ,000 as of   September 29, 2012 . Such amount was $4 5 ,000 as of March 31, 2012 .

19

 

 


 

SUPERTEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(unaudited)

 

Operating Lease Obligations

The Company’s future minimum lease payments under non-cancelable operating leases as of September 29, 2012 are as follows ( in thousands ):

 

 

 

 

 

 

 

 

 

Payment Due by Fiscal Year

 

Operating Lease

2013

 

$

404 

2014

 

 

717 

2015

 

 

671 

2016

 

 

662 

2017

 

 

55 

 

 

$

2,509 

 

 

The Company leases facilities under non-cancelable lease agreements expiring at various times through April 2016.  Rental expense for the three and six months ended September 29, 2012 amounted to $278,000 and $561,000   compared to $258,000 and $546, 000   for the same period s of last fiscal year.

 

Note 10 – Common Stock Repurchase

Stock repurchase activities for the three and six months ended September 29, 2012 and October 1, 2011 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

September 29,

 

October 1,

 

September 29,

 

October 1,

 

 

2012 

 

2011 

 

2012 

 

2011 

Number of shares repurchased

 

 

396,000 

 

 

563,000 

 

 

402,000 

 

 

714,000 

Cost of shares repurchased

 

$

6,883,000 

 

$

10,641,000 

 

$

6,996,000 

 

$

13,820,000 

Average price per share

 

$

17.37 

 

$

18.91 

 

$

17.38 

 

$

19.36 

 

I n January 2011, the Board of Directors designated $60,000,000 of its cash, cash equivalents and investments for a major stock repurchase during the period from January 2011 through March 2013, and accordingly , increased the Company s share repurchase program from approximately 556,000 shares to 2,500,000 shares. The amended repurchase program has no expiration date except when an aggregate of 2,500,000 shares have been repurchased, either in the open market or through private transactions. Under this program, cumulatively the Company had repurchased approximately 1,576,000 shares for $30,402,000 as of September 29, 2012.

Since the inception of the Company’s initial share rep urchase program in 1992 through September 29, 2012 , the Company has repurchased a total of approximately 3,920 ,000 shares of the common stock for an aggregate cost of $66,953 ,000 under its share repurchase programs . Upon their repurchase, shares are restored to the status of authorized but unissued shares. As of September 29, 2012 , there were approximately 924 ,000 shares authorized for future repurchase under the Company s current repurchase program.

 

Subsequent to September 29, 2012 , the Company has repurchased an additional 13 ,000 shares for $ 225 ,000 as of November 6 , 2012.

20

 

 


 

SUPERTEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(unaudited)

 

 

Note 11 – Segment Information

The Company operates in one reportable segment comprising the design, development, manufacturing and marketing of high voltage semiconductor devices including analog and mixed signal integrated circuits.  The Company’s chief operating decision maker, who is currently the Company’s chief executive officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. 

The Company’s principal markets are in Asia, the United States, and Europe.  Below is a summary of sales by major geographic area for the three and six months ended September 29, 2012 and October 1, 2011   (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

September 29,

 

October 1,

 

September 29,

 

October 1,

Net Sales

 

2012 

 

2011 

 

2012 

 

2011 

China

 

$

4,815 

 

$

4,147 

 

$

8,653 

 

$

9,082 

United States

 

 

4,170 

 

 

5,390 

 

 

9,549 

 

 

11,571 

Korea

 

 

1,816 

 

 

1,204 

 

 

3,320 

 

 

1,829 

Japan

 

 

1,730 

 

 

1,247 

 

 

2,732 

 

 

2,592 

Europe

 

 

1,563 

 

 

1,704 

 

 

3,306 

 

 

3,412 

Singapore

 

 

1,291 

 

 

2,609 

 

 

3,303 

 

 

5,201 

Asia (excluding China, Korea, Japan & Singapore)

 

 

418 

 

 

582 

 

 

839 

 

 

1,144 

Other

 

 

116 

 

 

77 

 

 

276 

 

 

187 

Net Sales

 

$

15,919 

 

$

16,960 

 

$

31,978 

 

$

35,018 

 

 

Net property, plant and equipment by country as of September 29, 2012 and March 31, 2012 are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 29, 2012

 

March 31, 2012

United States

 

$

3,636 

 

$

4,019 

Hong Kong

 

 

762 

 

 

922 

 Property, plant and equipment, net

 

$

4,398 

 

$

4,941 

 

Note 12 – Significant Customers 

The Company sells its products to OEMs through its direct sales and marketing personnel, and through its independent sales representatives and distributors. Revenue from sales to distributors and the related cost of sales are recognized only upon resale to end-user customers, which is on a sell-through basis.

A major medical equipment company and two distributors each accounted for approximately 1 2 % of net sales f or the three months ended   September 29, 2012. For the six months ended September 29, 2012, this medical equipment company and one of these two distributors each accounted for approximately 12% of net sales while the other distributor accounted for less than 10% of net sales .   Nearly all of the sales to th e medical equipment

21

 

 


 

SUPERTEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(unaudited)

 

company were through distributors and contract manufacturers. None of the sales attributed to the two significant company distributors were also included in the sales attributed to the medical equipment company. This medical equipment company also accounted for approximately 13% and 11% of net sales for the three and six months ended October 1, 2011 , respectively .  

There w ere no other customer s that the Company believes accounted for more than 10% of the Company s net sales for the three and six months ended   September 29, 2012 and October 1, 2011 .

 

 

22

 

 


 

 

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements and related Notes thereto contained elsewhere in this Report.  The information contained in this quarterly report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock.  You are urged to carefully review and consider the various disclosures we made in this Report and in other reports filed with the SEC, including the annual report on Form 10-K for the fiscal year ended March 31, 2012.

Cautionary Statement Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements.  These forward-looking statements are not historical facts, and are based on current expectations, estimates, and projections about our industry, our beliefs, our assumptions, and our goals and objectives.  Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," and "estimates," and variations of these words and similar expressions are intended to identify forward-looking statements.  Examples of the kinds of forward-looking statements in this report include statements regarding the following: (1) our expectation that through the introduction of our new integrated solutions along with our discrete building block product offerings, we will continue to be a major player in the medical ultrasound market ; (2) our belief that there are significant growth opportunities for the medical ultrasound market in China, Korea and India; (3) our belief that sales of LED driver ICs for general lighting and backlighting will grow as they are designed in new lighting applications; (4) our belief that R&D expenses as a percentage of net sales may fluctuate from quarter to quarter; (5) our belief that existing cash and cash equivalents and short-term investments together with cash flow from operations will be sufficient to meet our liquidity and capital requirements through the next twelve months; (6) our belief that we have substantial production capacity in place to handle our forecasted business in fiscal 2013 and 2014 ; (7) our belief that the credit quality of the auction-rate securities (“ARS”) we hold is high and our expectation that we will receive the full principal associated with these ARS ;   (8) our belief that the auction failures  of our ARS will not materially impact our ability to fund our working capital needs, capital expenditures, or other business requirements; (9) our belief that the estimated range of fair values of our ARS is appropriate; (10) our lack of intention to sell our ARS securities below par value and our view that it is more likely than not that we will not be required to sell our ARS securities until their value returns to par; (11) our belief that the declines in our ARS fair values due to the lack of liquidity are temporary and the credit risk of default or not redeeming at par is very low; (12) our belief that the credit rating of  our ARS would remain relatively high following any decline in the credit rating of U.S. government obligations; (13) our belief that our exposure to foreign currency risk is relatively small; (14) our expectation to spend approximately $2,850,000 for capital acquisitions in the second half of fiscal 2013; and (15) our belief that it is unlikely that any legal claims will result in a material adverse effect on our financial position, results of operations or cash flows.  

These statements are only predictions, are not guarantees of future performance, and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.  These risks and uncertainties include material adverse changes in the demand for our customer’s products in which the Company’s products are used; that competition to supply semiconductor devices in the markets in which the Company competes increases and causes price erosion; that demand does not materialize and increase for recently released customer products incorporating the Company’s products; that we have delays in developing and releasing into production our planned new products; that there could be unexpected manufacturing issues as production ramps up; that the demand for the Company’s products or results of its product development changes such that it would be unwise not to decrease research and development; that the IRS will determine that more US income was realized than the Company claimed or that fewer expenses were allowable; that some of the Company’s equipment will be unexpectedly damaged or become obsolete, thereby requiring replacement; and that Federal deficit issues will not result in substantial reductions to the credit

23

 


 

 

rating of U.S. government obligations which in turn would materially affect our auction rate securities; as well as those described in "Factors Which May Affect Operating Results" under Item 1A of Part I , “Risk Factors” in the Company’s  annual report on Form 10-K for the fiscal year ended March 31, 2012, as supplemented by the risk factor contained in Section 1A of this Form 10-Q. The information included in this Form 10-Q is provided as of the filing date with the SEC and future events or circumstances could differ significantly from the forward-looking statements included herein.  Accordingly, the readers are cautioned not to place undue reliance on such statements . The Company undertakes no obligation to update any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.  

Critical Accounting Policies

Our critical accounting policies are those that both (1) are most important to the portrayal of the financial condition and results of operations and (2) require management’s most difficult, subjective, or complex judgments, often requiring estimates about matters that are inherently uncertain. There have been no material changes from the methodology applied by management for critical accounting estimates previously disclosed in our fiscal 2012 Annual Report on Form 10-K. 

Overview

We design, develop, manufacture, and market integrated circuits (“ICs”) and application specific discrete DMOS transistors, utilizing state-of-the-art high voltage DMOS, HVCMOS and HVBiCMOS analog and mixed signal technologies.  We are an industry leader in certain high voltage ICs (HVCMOS and HVBiCMOS) which take advantage of the best features of CMOS, bipolar and DMOS technologies and integrate them into the same IC.  These ICs are used for medical ultrasound imaging, LED backlighting for LCD TVs and computer monitors, LED general lighting, telecommunications, printer, flat panel display, industrial and consumer product industries. We also offer custom processing services using customer-owned designs and mask tooling with our process technologies. Our current growth strategy relies on our ability to continuously and successfully introduce and market new innovative products that meet our customers’ requirements.

Results of Operations

Net Sales 

We operate in one reportable segment comprising the design, development, manufacturing and marketing of high voltage semiconductor devices including analog and mixed signal ICs and specialty double-diffused metal oxide semiconductor (“DMOS”) transistors.   We have a broad customer base, which in some cases manufactures electronic end products and equipment spanning multiple markets. As such, the assignment of revenue to the markets described in the overview above requires the use of estimates, judgment, and extrapolation. Actual results may differ slightly from those reported here .    

Net sales for the three and six months ended September 29, 2012 were $15,919,000 and $31,978,000, a 6% and a 9% decrease, compared to $16,960,000 and $35,018,000, respectively, for the same periods of the prior fiscal year. These year-over-year decreases were primarily due to decreases in sales of our analog switches for medical ultrasound products, printer head and display ICs, electroluminescent (“EL”) inverters, and industrial and other products.  Partially offsetting these reductions were increases in sales of drivers for an OLED manufacturing application, LED driver ICs for backlighting high end computer monitors, and optical MEMS drivers. 

24

 

 


 

 

The table below shows our estimate of the breakdown of net sales by end market for the three and six months ended September 29, 2012 and October 1, 2011, and three months ended June 30, 2012, as well as year-over-year and sequential percentage changes (in thousands except percentages) :

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

September 29,

 

June 30,

 

October 1,

 

Sequential

 

Year-Over-Year

 

September 29,

 

October 1,

 

Year-Over-Year

 

 

2012 

 

2012 

 

2011 

 

Change

 

Change

 

2012 

 

2011 

 

Change

Medical Electronics

 

$

6,733 

 

$

5,492 

 

$

6,901 

 

23% 

 

-2%

 

$

12,225 

 

$

13,954 

 

-12%

EL/Printers

 

 

3,263 

 

 

5,184 

 

 

4,151 

 

-37%

 

-21%

 

 

8,447 

 

 

8,816 

 

-4%

Industrial/Other

 

 

2,152 

 

 

2,438 

 

 

3,084 

 

-12%

 

-30%

 

 

4,590 

 

 

6,612 

 

-31%

LED Lighting

 

 

2,251 

 

 

1,349 

 

 

1,681 

 

67% 

 

34% 

 

 

3,600 

 

 

3,473 

 

4% 

Telecom

 

 

1,520 

 

 

1,596 

 

 

1,143 

 

-5%

 

33% 

 

 

3,116 

 

 

2,163 

 

44% 

Net Sales

 

$

15,919 

 

$

16,059 

 

$

16,960 

 

-1%

 

-6%

 

$

31,978 

 

$

35,018 

 

-9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

September 29, 2012

 

June 30, 2012

 

October 1, 2011

 

September 29, 2012

 

October 1, 2011

Medical Electronics

 

42% 

 

34% 

 

41% 

 

38% 

 

40% 

EL/Printers

 

20% 

 

32% 

 

24% 

 

27% 

 

25% 

Industrial/Other

 

14% 

 

15% 

 

18% 

 

14% 

 

19% 

LED Lighting

 

14% 

 

9% 

 

10% 

 

11% 

 

10% 

Telecom

 

10% 

 

10% 

 

7% 

 

10% 

 

6% 

Net Sales

 

100% 

 

100% 

 

100% 

 

100% 

 

100% 

 

Our medical electronics product family, primarily for ultrasound imaging, accounted for the largest sales of all of our five target markets for the three months ended September 29, 2012, June 30, 2012 and October 1, 2011. Sales to this market for the three and six months ended September 29, 2012 decreased 2% and 12%, respectively, compared to same periods of the prior fiscal year primarily due to decreased sales of our analog switches.  Sequentially, net sales increased 23%, resulting from higher sales of our analog switches and high voltage pulser ICs and chipsets.

Sales to this market for the past six quarters have been characterized by alternating quarters of significantly increased or decreased sales sequentially, with the exception of the second quarter of fiscal 2012. Sales in the first quarter of fiscal 2013 were on a down cycle, while sales of the same quarter last fiscal year were on an up cycle. We believe the volatility is primarily due to our end customers’ fluctuating sales due to changing general economic conditions, seasonality, and due to low channel inventory levels.

In recent years, the overall ultrasound market has been shifting from big console systems to transportable and hand-held ultrasound imaging units, which has driven the ultrasound imaging market growth along with product upgrades for cart-wheel consoles and large stationary systems.  Because of space and power constraints in transportable and handheld units, there are more requirements for integration, and with our high voltage IC technology we have been among the most qualified to support these requirements. Geographically, the ultrasound imaging equipment market is expanding very rapidly in China, Korea and India.  Traditionally, OEMs in the United States, Germany, and Japan have been the main developers and manufacturers of medical ultrasound imaging machines to whom we have sold our products successfully. These OEMs continue to grow

25

 

 


 

 

and develop new machines although most of them have moved their operations to China, Korea and India to reduce cost. Today we see significant opportunities with the Chinese and Korean medical ultrasound imaging machine companies as well as the operations of OEM companies located in these countries and India. We are expanding our product development activities and product offerings to capitalize on these exciting market growth opportunities.  Through the introduction of our new integrated solutions complemented by our discrete transistor and array building block product offerings, we believe we will continue to be a major player in this business.

Sales of our product offerings for the EL/Printers market, which consist of EL inverter ICs, printer head ICs, flat panel display ICs and custom processing services, for the three and six months ended September 29, 2012 were lower compared to the same periods in the last fiscal year, decreasing 21% and 4%, respectively.  Reduced sales of our of printer head and display ICs and EL inverter ICs were partially offset by increased sales of drivers for an OLED manufacturing application. Sequentially, sales decreased 37% primarily due to the same reasons and lower customer demand for our custom processing services.

Sales in the industrial and other markets for the three and six months ended September 29, 2012 decreased 30% and 31%, respectively, when compared to the same periods in the prior fiscal year and decreased 12% sequentially. The year-over-year and sequential quarterly reductions were due to reduced sales of products for a broad set of applications and the six month reduction resulted from the same reason and reduced sales of products for an ATE application. 

 

The year-over-year quarterly and year to date as well as sequential quarterly sales increases of LED driver ICs of 34%, 4% and 67%, respectively, resulted primarily from sales to a high-end computer monitor backlighting application. We believe that sales of LED driver ICs for general lighting and backlighting will grow as our new products are being designed into new applications.

Sales to the telecom market for the three and six months ended September 29, 2012 increased 33% and 44%, respectively, compared to the same periods of the prior fiscal year. These increases were due to higher shipments of high voltage driver ICs for optical MEMS applications. Sequentially, sales to the telecom market decreased 5% due to lower sales of ICs for various applications and reduced custom processing services.

26

 

 


 

 

Our principal markets are in Asia, the U.S., and Europe.  Sales by geographic regions as well as year-over-year and sequential percentage changes were as follows, where international sales include sales to U.S. based customers if the products are delivered to their contract manufacturers outside the U.S. (in thousands except percentages):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

September 29,

 

June 30,

 

October 1,

 

Sequential

 

Year-Over-Year

 

September 29,

 

October 1,

 

Year-Over-Year

 

 

2012 

 

2012 

 

2011 

 

Change

 

Change

 

2012 

 

2011 

 

Change

China

 

$

4,815 

 

$

3,838 

 

$

4,147 

 

25% 

 

16% 

 

$

8,653 

 

$

9,082 

 

-5%

United States

 

 

4,170 

 

 

5,379 

 

 

5,390 

 

-22%

 

-23%

 

 

9,549 

 

 

11,571 

 

-17%

Korea

 

 

1,816 

 

 

1,504 

 

 

1,204 

 

21% 

 

51% 

 

 

3,320 

 

 

1,829 

 

82% 

Japan

 

 

1,730 

 

 

1,002 

 

 

1,247 

 

73% 

 

39% 

 

 

2,732 

 

 

2,592 

 

5% 

Europe

 

 

1,563 

 

 

1,743 

 

 

1,704 

 

-10%

 

-8%

 

 

3,306 

 

 

3,412 

 

-3%

Singapore

 

 

1,291 

 

 

2,012 

 

 

2,609 

 

-36%

 

-51%

 

 

3,303 

 

 

5,201 

 

-36%

Asia (excluding China, Korea, Japan & Singapore)

 

 

418 

 

 

421 

 

 

582 

 

-1%

 

-28%

 

 

839 

 

 

1,144 

 

-27%

Other

 

 

116 

 

 

160 

 

 

77 

 

-28%

 

51% 

 

 

276 

 

 

187 

 

48% 

Net Sales

 

$

15,919 

 

$

16,059 

 

$

16,960 

 

-1%

 

-6%

 

$

31,978 

 

$

35,018 

 

-9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

International Sales

 

$

11,749 

 

$

10,680 

 

$

11,570 

 

10% 

 

2% 

 

$

22,429 

 

$

23,447 

 

-4%

Domestic Sales

 

 

4,170 

 

 

5,379 

 

 

5,390 

 

-22%

 

-23%

 

 

9,549 

 

 

11,571 

 

-17%

Net Sales

 

$

15,919 

 

$

16,059 

 

$

16,960 

 

-1%

 

-6%

 

$

31,978 

 

$

35,018 

 

-9%

 

Total net sales to international customers for the three and six months ended September 29, 2012 compared to the same periods last year increased 2% and decreased 4%, respectively. Compared to the prior quarter, total net sales to international customers increased 10% primarily due to higher sales of our analog switches and high voltage pulser ICs and chipsets for medical ultrasound products, and to a lesser extent LED driver ICs for backlighting, partially offset by reduced sales of printer head ICs.  

Total net sales to domestic customers for the three and six months ended September 29, 2012 decreased 23% and 17%, respectively, compared to the same periods of the prior fiscal year primarily due to reduced sales for a military application as well as certain industrial applications.  Domestic sales decreased 22% sequentially, primarily due to reduced demand for our custom processing services and for certain industrial applications.

Our assets are primarily located in the United States and Hong Kong.

27

 

 


 

 

Cost of Sales and Gross Profit

Gross profit represents net sales less cost of sales.  Cost of sales includes the cost of raw silicon wafers; the costs associated with assembly, packaging, test, quality assurance and product yields; the cost of personnel, facilities and depreciation on equipment for manufacturing and its support; and charges for excess or obsolete inventory.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

September 29,

 

 

June 30,

 

 

October 1,

 

 

September 29,

 

 

October 1,

  (Dollar in thousands)

 

 

2012 

 

 

2012 

 

 

2011 

 

 

2012 

 

 

2011 

Gross Margin Percentage

 

 

46% 

 

 

47% 

 

 

50% 

 

 

46% 

 

 

50% 

Included in Gross Margin Percentage Above:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Margin Benefit from Cost of Previously Written Down Inventory Sold

 

$

419 

 

$

345 

 

$

249 

 

$

764 

 

$

544 

Percentage of Net Sales

 

 

3% 

 

 

2% 

 

 

1% 

 

 

2% 

 

 

2% 

 

 

Gross profit for the three and six months ended September 29, 2012 was $7,348,000 and $14,842,000 compared to $8,528,000 and $17,594,000, respectively, for the same periods of the prior fiscal year. As a percentage of net sales, gross margin was 46% for the three and six months ended September 29, 2012 compared to 50% for the same periods of the prior fiscal year. The year-over-year decreases in gross profit and gross margin were primarily attributable to decreased sales, higher product costs resulting from lower fab utilization in prior quarters, and reduced average selling prices primarily in certain medical ultrasound products, partially offset by decreased charges for excess and obsolete inventory due to reduced inventory balances.

Gross profit and gross margin for the three months ended September 29, 2012 decreased slightly compared to the prior quarter due to unfavorable product mix and an increase in charges for excess and obsolete inventory, partially offset by lower product cost of goods sold from higher cost absorption through increased wafer fab production in recent quarters.

We wrote down excess and obsolete inventory totaling $598,000 and $754,000, respectively, for the three and six months ended September 29, 2012 compared to $517,000 and $1,475,000 for the same periods of the prior fiscal year and $156,000 for the three months ended June 30, 2012. 

Research and Development (“R&D”) Expenses

R&D expenses include payroll and benefits, development costs, and depreciation. We expense prototype wafers and mask sets related to new product development as R&D expenses. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

(Dollars in

 

September 29,

 

June 30,

 

October 1,

 

Sequential

 

Year-Over-Year

 

September 29,

 

October 1,

 

Year-Over-Year

thousands)

 

2012 

 

2012 

 

2011 

 

Change

 

Change

 

2012 

 

2011 

 

Change

R&D Expenses

 

$

3,556 

 

$

3,486 

 

$

3,220 

 

2% 

 

10% 

 

$

7,042 

 

$

7,034 

 

0% 

Percentage of Net Sales

 

 

22% 

 

 

22% 

 

 

19% 

 

 

 

 

 

 

22% 

 

 

20% 

 

 

 

28

 

 


 

 

The quarterly year-over-year increase of $336,000 was primarily due to increased expense of $445,000 related to our Non-Qualified Deferred Compensation Plan (“NQDCP”) as the NQDCP assets increased in fair market value compared to a decrease last year, which was partially offset by lower payroll cost of $103,000.  An increase or decrease in the fair value of our NQDCP assets corresponds to an increase or decrease in the NQDCP liability. To recognize the increase or decrease in the NQDCP assets, we record the difference in fair value to other income (expense) net. Correspondingly, to recognize the increase or decrease in the NQDCP liability, we record the difference to other benefits expense, as the investments are beneficially owned by R&D employees. The year-to-date expense compared to the prior year period was nearly flat resulting from a combination of variances, including increased NQDCP expense of $363,000 related to the change in  fair market value of investments held by our NQDCP offset by  reduced engineering supplies cost of $248,000 and reduced payroll cost of $89,000. The sequential increase of $70,000 was primarily due to higher compensation expense of $169,000 related to NQDCP assets value change, which was partially offset by lower payroll cost of $57,000 and lower outside services of $50,000.

Some aspects of our R&D efforts require significant short-term expenditures.  As such, timing of such expenditures may cause fluctuations in our R&D expenses, which, as a percentage of net sales, may fluctuate from quarter to quarter.

Selling, General and Administrative (“SG&A” ) Expenses

SG&A expenses consist primarily of employee related expenses, commissions to sales representatives, occupancy expenses including expenses associated with our regional sales offices, cost of advertising and publications, and outside professional services such as legal, auditing and tax. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

(Dollars in thousands)

 

September 29,

 

June 30,

 

October 1,

 

Sequential

 

Year-Over-Year

 

September 29,

 

October 1,

 

Year-Over-Year

 

 

2012 

 

2012 

 

2011 

 

Change

 

Change

 

2012 

 

2011 

 

Change

SG&A Expenses

 

$

3,449 

 

$

3,384 

 

$

2,706 

 

2% 

 

27% 

 

$

6,833 

 

$

5,957 

 

15% 

Percentage of Net Sales

 

 

22% 

 

 

21% 

 

 

16% 

 

 

 

 

 

 

21% 

 

 

17% 

 

 

 

 

The year-over-year quarterly and year-to-date increases of $743,000 and $876,000 were primarily due to an increase in fair market value of investments held by our NQDCP versus a decrease last year resulting in increased NQDCP expense of $491,000 and $416,000, respectively. Also contributing to the quarterly increase  were higher professional services expense of $98,000, sales incentives of $90,000 and payroll expense of $65,000. Contributing to the year-to-date increase were higher outside services expenses of $238,000 and higher payroll of $134,000 due to higher headcount. The sequential increase of $65,000 resulted primarily from an increase in fair market value of investments held by our NQDCP versus a decrease last quarter which accounted for a difference of $145,000, and higher sales incentives expense of $74,000, which were partially offset by lower professional services of $178,000.

29

 

 


 

 

Interest Income and Other Income (Expense), Net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

(Dollars in thousands)

 

September 29,

 

June 30,

 

October 1,

 

Sequential

 

Year-Over-Year

 

September 29,

 

October 1,

 

Year-Over-Year

 

 

2012 

 

2012 

 

2011 

 

Change

 

Change

 

2012 

 

2011 

 

Change

Interest Income

 

$

325 

 

$

301 

 

$

234 

 

8% 

 

39% 

 

$

626 

 

$

486 

 

29% 

Other Income (Expense), Net

 

 

291 

 

 

(99)

 

 

(819)

 

394% 

 

136% 

 

 

192 

 

 

(703)

 

127% 

Total Interest  and Other Income (Expense), Net

 

$

616 

 

$

202 

 

$

(585)

 

205% 

 

205% 

 

$

818 

 

$

(217)

 

477% 

Percentage of Net Sales

 

 

4% 

 

 

1% 

 

 

-3%

 

 

 

 

 

 

3% 

 

 

-1%

 

 

 

 

Interest income consists primarily of interest income from our cash, cash equivalents and short-term and long-term investments. For the three and six months ended September 29, 2012, interest income increased $91,000 and $140,000, respectively, compared to the same periods of the prior fiscal year. This resulted from higher investment yields for longer maturity bonds. The sequential increase of $24,000 was also due to higher investment yields for longer maturity bonds.

Other income (expense), net, consists of changes in the fair market value of investments held by our NQDCP, sales of fixed assets, foreign exchange gains and losses and other miscellaneous income and expense items . Other income (expense), net increased $1,110,000 and $895,000, respectively, for the three and six months ended September 29, 2012. These increases were primarily due to increases in the fair market value of investments held by our NQDCP of $291,000 and $194,000 for the three and six months ended September 29, 2012, respectively, compared to decreases in the fair market value of $821,000 and $723,000 for the same periods of the prior fiscal year. The sequential increase of $390,000 was also due to an increase in fair value of NQDCP investments by $291,000 versus a decrease of $97,000 in the prior quarter.

Provision for Income Taxes

The provision for income taxes for the three months ended September 30, 2012 was $269,000 on income before tax of $959,000 at the effective tax rate of 28% compared to $229,000 on profit before tax of $826,000 at the effective tax rate of 28% in prior quarter and $306,000 on income before tax of $2,017,000 at the effective tax rate of 15% in the second quarter of the prior fiscal year.

The provision for income taxes for the six months ended September 30, 2012 was $498,000 on income before tax of $1,785,000 at the effective tax rate of 28% compared to $1,006,000 on income before tax of $4,386,000 at the effective tax rate of 23% for the same period of the prior fiscal year.

 

The year-over-year quarterly and six months increase in the estimated tax rate were both primarily due to changes in relative expected income to be generated in fiscal 2013 between Supertex's US and Hong Kong entities which have different tax rates, and to a lesser extend research and development credits as they have not been extended by the US Government, partially offset by increased domestic manufacturing deduction. The sequential tax rate difference was immaterial.

The income tax provision for the interim period represents federal, state and foreign taxes and reflects our computed estimated annual effective tax rate. The tax provision differs from the taxes computed at the federal and state statutory rates primarily due to the effect of foreign rate differentials, R&D tax credits, domestic

30

 

 


 

 

manufacturing tax deduction, non-deductible stock-based compensation expense, tax exempt interest income and tax contingencies.

We maintain liabilities for uncertain tax positions within our income taxes payable account. The determination of the liability amount involves considerable judgment and estimation, and is continuously monitored by management based on the best information available including changes in tax regulations, the outcome of relevant court cases and other information.

Financial Condition

Overview

Our principal sources of liquidity are cash and cash equivalents and cash flow generated from operations.  Our cash and cash equivalents are comprised of bank deposits, certificates of deposits and money market investments with financial institutions and can be withdrawn at any point of time without prior notice or penalty. We also invest surplus cash in short term investments which can be withdrawn with short notice and minimal realized gain or loss. Our cash and cash equivalents balances as of September 29, 2012 and March 31, 2012 were $16,149,000 and $19,860,000 respectively. Our short term investment balances for the same periods were $129,806,000 and $111,137,000, respectively. The increase in short term investments was primarily due to redemption of our long term investments of auction rate securities ("ARS"). Correspondingly, our long-term investments were $13,700,000 and $25,900,000.

Working capital is defined as current assets less current liabilities. As of September 29, 2012, working capital balance was $162,901,000 compared to $153,177,000 as of March 31, 2012, an increase of $9,724,000.  The increase in working capital was primarily the result of ARS redemptions totaling $12,750,000.

Our principal use of our liquidity has recently been our stock repurchase program. Since we announced the twenty-six month $60 million stock repurchase program at the end of January 2011, as of November 6, 2012, we have repurchased approximately 1,589,000 shares for $30,627,000. During the six-month period ended September 29, 2012, we repurchased approximately 402,000 shares for $6,996,000.

Liquidity and Capital Resources

  In summary, our cash flows are as follows (in thousands) :

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

September 29, 2012

 

 

October 1, 2011

Net cash provided by operating activities

 

$

9,639 

 

$

4,707 

Net cash used in investing activities

 

 

(6,834)

 

 

(11,078)

Net cash used in financing activities

 

 

(6,516)

 

 

(11,813)

Net decrease in cash and cash equivalents

 

$

(3,711)

 

$

(18,184)

 

 

Operating Activities

Net cash provided by operating activities is net income adjusted for certain non-cash items and changes in operating assets and liabilities. For the six months ended September 29, 2012, net cash provided by operating activities was $9,639,000 compared to $4,707,000 for the same period of the prior fiscal year. The increase of $4,932,000 resulted from an increase in the changes in assets and liabilities of $9,177,000 which was partially offset by the reduction of net income after adjusting non-cash activities by $4,245,000. The non-cash

31

 

 


 

 

adjustments in the first six months of fiscal 2013 were $2,152,000 lower than those of the same period of last fiscal year primarily due to a $917,000 decrease from an unrealized gain from short-term investments categorized as trading compared to a loss in the same period of last fiscal year and a decrease of $721,000 in the provision for excess and obsolete inventory. Further, amortization of premium on short term investments and depreciation were also lower by $665,000 in the current period compared to last year. These decreases were partially offset by an increase in allowance for sales returns. The primary reasons for the increase in cash due to changes in assets and liabilities were a decrease in prepaid expenses and other assets due to a tax refund of $2,157,000 compared to a large tax payment last year, a greater reduction of inventory of $1,671,000, a lesser increase in trade accounts receivable of $885,000 and $787,000 due to an increase in deferred revenue compared to a decrease last year.

Investing Activities

Investing cash flows consist typically of capital expenditures and purchases of short-term and long-term investments, partially offset by sales, maturities and redemptions of short-term and long-term investments. Net cash used in investing activities for the six months ended September 29, 2012 was $6,834,000 compared to $11,078,000 for the same period of last fiscal year. This difference of $4,244,000 was primarily due to decreased purchases of short-term investments of $57,170,000 partially offset by decreased sales and maturities of investments of $53,339,000. We expect to spend approximately $3,000,000 for capital acquisitions in fiscal 2013, of which we have spent $144,000 for the first half of the fiscal year. We believe that we have substantial production capacity in place to handle our forecasted business for the remainder of fiscal 2013 and fiscal 2014.  We also believe that existing cash and cash equivalents and short-term investments together with cash flow from operations will be sufficient to meet our liquidity and capital requirements through the next twelve months.

Our investment portfolio is primarily comprised of corporate bonds, municipal bonds, government agency bonds, commercial paper, certificates of deposits, and remaining ARS.

As further described in Note 3, auction failures of our remaining $15,300,000 of ARS have limited our ability to liquidate them to date at par value, and may continue to limit our ability to liquidate them for some period of time. However, we do not believe the auction failures will materially impact our ability to fund our working capital needs, capital expenditures, or other business requirements. As of September 29, 2012, we had $162,901,000 of working capital, including $145,955,000 of cash, cash equivalents, and short-term investments, and we have generated positive cash from our operations over the past 19 years.

Financing Activities

Financing cash flows consists primarily of proceeds from the exercise of stock options under the 2001 and 2009 Plans and sale of stock through the ESPP and stock repurchased under our previously announced stock repurchase plan. Net cash used in financing activities for the six months ended September 29, 2012 was $6,516,000 due to repurchases of our shares in the open market, partially offset by proceeds from the exercise of stock options granted under the 2001 and 2009 Plans and sale of stock under the ESPP of $312,000. For the same period of the prior fiscal year net cash used by financing activities was $11,813,000.  Cash used for stock repurchase was $13,101,000, which was partially offset by the proceeds from the exercise of stock options granted under the 2001 and 2009 Plans and stock sale under the ESPP of $1,288,000.

Off-Balance Sheet Arrangements

We do not have nor have we ever had any off-balance sheet arrangements that have, or are likely to have, a current or future material effect on our financial condition including sales, expenses, results of operations, liquidity, capital expenditures, and capital resources. See Note 9, “Commitments and Contingencies” regarding our indemnification agreements.

32

 

 


 

 

Contractual Obligations

We purchase products from a variety of suppliers and use several contract assemblers to provide manufacturing services for our products. During the normal course of business, in order to manage manufacturing lead times and help assure adequate material supplies at low cost, we may enter into agreements with contract assemblers and suppliers which commit us to a minimum purchase over a specified time period at a negotiated low price.  In certain instances, these agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being released. Consequently, only a portion of our reported purchase commitments arising from these agreements are firm, non-cancelable, and unconditional commitments.

The following table summarizes our significant contractual cash obligations as of September 29, 2012, which consist of operating facility lease obligations and purchase obligations as described above, and the effects such obligations are expected to have on our liquidity and cash flow in future periods ( in thousands ):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Due in Fiscal Years

Contractual Obligations

 

Total

 

2013 (remaining 6 months)

 

2014 

 

2015 

 

2016 

 

2017 

Operating lease obligations (1)

 

$

2,509 

 

$

404 

 

$

717 

 

$

671 

 

$

662 

 

$

55 

Purchase obligations

 

 

4,481 

 

 

2,759 

 

 

1,054 

 

 

614 

 

 

26 

 

 

28 

Total contractual cash obligations

 

$

6,990 

 

$

3,163 

 

$

1,771 

 

$

1,285 

 

$

688 

 

$

83 

 ______________________________

 

( 1) We lease facilities under non-cancelable lease agreements expiring at various times through April 2016.  Rental expense for the three and six months ended September 29, 2012 amounted to $278,000 and $561,000, respectively, compared to $258,000 and $546,000 for the same periods of the prior fiscal year.

As of September 29, 2012, our liability for uncertain tax positions, net of offsetting tax benefits associated with the correlative effects of potential transfer pricing adjustments, state income taxes, interest deductions, and other receivables, was $2,861,000.  As of September 29, 2012, we have accrued $505,000 of interest and $155,000, of penalties associated with uncertain tax positions.  We did not include these obligations in the table above as we cannot determine the exact amount or timing of such cash payments that would be made associated with these uncertain tax positions.

33

 

 


 

 

Recent Accounting Pronouncements

In June 2011, Financial Accounting Standard Board (“FASB”) issued new authoritative guidance regarding Presentation of Comprehensive Income.  This amendment attempts to improve comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income.  In order to facilitate convergence with International Financial Reporting Standards (“IFRS”), FASB has decided to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity.  Also, this amendment requires that all non-owner changes in stockholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements.  This amendment is effective for annual periods beginning after December 15, 2011 and interim periods within these fiscal years (the fiscal quarter ended June 30, 2012 for us) and is applied retrospectively.  On October 21, 2011, the FASB proposed a deferral of the requirement to present reclassifications of other comprehensive income on the face of the income statement. Companies would still be required to adopt all other requirements contained in the guidance .   The adoption of these amended standards affected the presentation of other comprehensive income, as we have elected to present two separate but consecutive statements, but did not have an effect on our financial position or results of operations.

Available Information

We file electronically with the SEC our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments, if any, to those reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.  The SEC maintains an Internet site at http://www.sec.gov that contains these reports, proxy and information statements and other information regarding Supertex, Inc. We make available free of charge and through our Internet website at www.supertex.com copies of these reports as soon as reasonably practicable after filing or furnishing the information to the SEC.  Copies of such documents may be requested by contacting our Investor Relations department at (408) 222-8888 ext. 4295.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

We are exposed to financial market risks due primarily to changes in interest rates.  We do not use derivatives to alter the interest characteristics of the investment securities.  We have no holdings of derivative or commodity instruments.  Our investment portfolio is comprised of corporate bonds, municipal bonds, government agency bonds, discount notes, commercial paper and certificates of deposits as well as the remaining ARS we hold. During the three and six months ended September 29, 2012, investments and cash and cash equivalents generated interest income of $325,000 and $626,000, compared to $234,000 and $486,000, respectively, for the same periods of the prior fiscal year.  Based on the par value of our investments (excluding the fair market value of our NQDCP) and cash and cash equivalent balances as of September 29, 2012, a one-percentage point change in interest rates would cause a change in our quarterly interest income by approximately $380,000.

As of September 29, 2012, we had no long-term debt outstanding.

Our ARS are in the form of auction rate bonds whose interest rates were reset every thirty-five days through an auction process. ARS are subject to the risk that the secondary market might fail to provide the liquidity opportunity at the rate reset points. This risk, which we encountered with regard to our ARS beginning February 2008, manifests itself in sponsoring broker-dealers withdrawing from the auction process that provides the rate reset and liquidity. We believe the declines in our ARS fair value due to the lack of liquidity are temporary. In the event we need to access the funds associated with failed auctions, they are not expected to be available until one of the following occurs: a successful auction occurs, the issuer redeems the issue, a buyer is found outside

34

 

 


 

 

of the auction process, or the underlying security has matured. As of September 29, 2012, our ARS had a total par value of $15,300,000 and contractual maturities between 25 and 29 years.

Due to the temporary impairment in value of our ARS, we recorded an unrealized loss of $1,600,000 to their par value as of September 29, 2012, which decreased $550,000 compared to the balance as of March 31, 2012, primarily because of additional redemptions of our ARS at par value during six months ended September 29, 2012. 

The ARS we hold are backed by student loans and are primarily guaranteed by the US Department of Education. In addition, all the ARS we hold are rated by the major independent rating agencies as AAA/Aaa or AA+/A with a negative outlook, which are considered investment grade. As a result, we believe the credit risk of default or not redeeming at par is very low.

If the issuer of the ARS is unable to successfully close future auctions or does not redeem the ARS, or the US Government fails to support its guaranty of its obligations, or the credit quality of these ARS declines, we may be required to further adjust the carrying value of these ARS and record other-than-temporary impairment charges in future periods, which could materially affect our financial condition. However, we expect that we will receive the principal associated with these ARS through one of the means described above. Based on our ARS holdings specifically as of September 29, 2012, a one-percentage point change in interest rates would cause a change in our quarterly interest income by approximately $38,000.  

Foreign Currency Exchange Risks

We do not hedge any potential risk from any foreign currency exposure. With our operations in Hong Kong, we may be exposed to an adverse change in the exchange rate of the Hong Kong dollar which is traditionally pegged to the U.S. dollar.  We believe that our exposure is relatively small, thus we do not employ hedging techniques designed to mitigate fluctuations in this exchange rate.  However, we could experience unanticipated currency gains or losses if the Hong Kong dollar ceases to be pegged to the U.S. dollar.  As the level of activity at our Hong Kong operation changes over time, actual currency gains or losses could have an adverse effect to our consolidated financial statements.

Item 4.  Controls and Procedures    

(a) Disclosure Controls and Procedures.

Disclosure Controls and Procedures : Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, including, without limitation, that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosures.

Limitations on the Effectiveness of Disclosure Controls : In designing and evaluating our disclosure controls and procedures, we recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.  Additionally, in designing disclosure controls and procedures, we necessarily were required to apply our judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. 

35

 

 


 

 

Evaluation of Disclosure Controls and Procedures:  Our chief executive officer and chief financial officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of September 29, 2012, and have determined that they are effective at the reasonable assurance level.

(b) Internal Control over Financial Reporting.

Our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) is designed to provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for external purposes in accordance with GAAP.   There were no changes in our internal control over financial reporting that occurred during the three months ended September 29, 2012 that have materially affected, or are reasonably likely to materially affect such control.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

From time to time, we are subject to possible claims or assessments from third parties arising in the normal course of business.  We have reviewed such possible claims and assessments with outside legal counsel and believe that it is unlikely that they will result in a material adverse effect on our financial position, results of operations or cash flows.  

Item 1A.  Risk Factors

Set forth below is a material update to the risk factors discussed our Annual Report on Form 10-K for the fiscal year ended March 31, 2012. Otherwise, except as described in the last paragraph under the heading “Interest Rate Risk” in Part I, Item 3 of this Form 10-Q, there have been no material changes to the risk factors disclosed in Item 1A of Part I of our Form 10-K for the fiscal year ended March 31, 2012, filed on June 13, 2012, which risk factors are hereby incorporated by reference.

Compliance with new regulations regarding the use of “conflict minerals” could limit the supply and increase the cost of certain metals used in manufacturing our products.

 

As required by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 on August 22, 2012, the SEC promulgated new disclosure requirements for manufacturers of products containing certain minerals which are mined from the Democratic Republic of Congo and adjoining countries. These “conflict minerals” are commonly found in metals used in the manufacture of semiconductors. Manufacturers are also required to disclose their efforts to prevent the sourcing of such minerals and metals produced from them. The new disclosure rules take effect for calendar 2013 and require that we file our first report on or before May 31, 2014 and will require us to undertake additional supply chain due diligence to comply. The implementation of these new regulations may involve a material expense on our part and may limit the sourcing and availability of some of the metals used in the manufacture of our products. The regulations may also reduce the number of suppliers who provide conflict-free metals, and may affect our ability to obtain products in sufficient quantities or at competitive prices. Finally, some of our customers may elect to disqualify us as a supplier if we are unable to verify that the metals used in our products free of conflict minerals.

 

36

 

 


 

 

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

The following is a summary of share purchase activities by us during the three months ended September 29, 2012. There was no purchase activity during that period by an “affiliated purchaser” of ours as defined in Rule 10b-18(a)(3).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period

 

Total Number of Shares Purchased (1)

 

 

Average Price Paid per Share

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)

 

Maximum Number of Shares that May yet be Purchased Under the Plans or Programs

7/1/12 – 7/28/12

 

132,115 

 

$

16.90 

 

132,115 

 

1,187,747 

7/29/12 – 8/25/12

 

184,273 

 

 

17.50 

 

184,273 

 

1,003,474 

8/26/12 – 9/29/12

 

79,857 

 

 

17.84 

 

79,857 

 

923,617 

Total

 

396,245 

 

$

17.37 

 

396,245 

 

 

 

 

 

 

 

 

 

(1)

Our current share repurchase program, under which we repurchased these 396,245 shares during the three months ended September 29, 2012, has been in place since 1999. Although we publicly announced the most recent 1,944,145 share program increase, we are not certain but do not believe we publicly announced this program at its inception, although our financial statements have reflected purchases from time to time under this program. These 396,245 shares were purchased in open market transactions.

(2)

We adopted a share repurchase program in 1992 authorizing the repurchase of 1,000,000 shares. The board of directors terminated this program in 1999 after 938,000 shares had been repurchased and adopted a share repurchase program authorizing the repurchase of 900,000 shares plus the 62,000 shares authorized for repurchase under the 1992 program whose repurchase had not been affected. As described in footnote (1), we are not certain but do not believe that we publicly announced the inception of the 1999 repurchase program. On January 30, 2008, and January 21, 2011, the board of directors amended the 1999 repurchase program to add 1,000,000 and 1,944,145 shares, respectively. The 1999 repurchase program has no expiration date, other than, unless extended, when all of the shares in the program have been repurchased. As of September 29, 2012, there were 923,617, shares remaining in the 1999 repurchase program. Neither this program nor any other repurchase program or plan has expired during the three months ended September 29, 2012 nor have we decided to terminate any repurchase plan or program prior to expiration. There are no existing repurchase plans or programs under which we do not intend to make further purchases.

 

We have had share repurchase programs in place since 1992 under which our Board of Directors authorized us to repurchase an aggregate of 4,844,145 shares.

Since the inception of these repurchase programs in 1992 through September 29, 2012, we have repurchased a total of 3,920,528 shares of the common stock for an aggregate cost of approximately $66,953,000. Upon their repurchase, shares are restored to the status of authorized but unissued shares. As of September 29, 2012, there were 923,617 shares authorized for future repurchase under our current program. 

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Removed and Reserved    

Item 5.  Other Information

None

37

 

 


 

 

Item 6.  Exhibits

 

 

 

Exhibit

 

Description

Exhibit  10.9

-

Form of Change of Control Agreement with officers including named executive officers.

Exhibit 31.1 & 31.2

-

Certification of Chief Executive Officer and of Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 & 32.2

-

Certification of Chief Executive Officer and of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

38

 

 


 

 

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.

 

 

 

 

 

 

 

 

 

SUPERTEX, INC.

 

 

 

(Registrant)

 

 

 

 

 

 

 

 

Dated:  November 7, 2012

 

 

 

 

 

 

By: /s/PHILLIP A. KAGEL

 

 

 

Phillip A. Kagel

 

 

 

Vice President, Finance and Chief Financial Officer

 

 

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

 

 

39

 

 


 

 

 

SUPERTEX, INC.

EXHIBIT INDEX

 

 

 

 

 

 

 

 

 

Exhibit

 

Description

 

 

 

Exhibit  10.9

-

Form of Change of Control Agreement with officers including named executive officers.

Exhibit 31.1 & 31.2

-

Certification of Chief Executive Officer and of Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 & 32.2

-

Certification of Chief Executive Officer and of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

40

 

 


Supertex (NASDAQ:SUPX)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Supertex Charts.
Supertex (NASDAQ:SUPX)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Supertex Charts.