MICROCHIP TECHNOLOGY INC - 10-Q Quarterly Report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004.

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 0-21184

MICROCHIP TECHNOLOGY INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware	86-0629024
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

2355 W. Chandler Blvd., Chandler, AZ 85224-6199
(480) 792-7200

(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s
Principal Executive Offices)

Indicate by checkmark 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 the filing requirements for the past 90 days.

Yes ý No o

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Yes ý No o

Number of shares of common stock, $.001 par value, outstanding as of October 25, 2004: 206,329,952 shares.

MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

	September 30, 2004					March 31, 2004
	(Unaudited)					(Note 1)

ASSETS
Cash and cash equivalents	$			75,225		$	105,334
Short-term investments	530,635					369,216
Accounts receivable, net	120,702					109,231
Inventories	89,915					94,514
Prepaid expenses	8,224					6,884
Deferred tax assets	89,023					126,046
Other current assets	72,533					72,720
Total current assets	986,257					883,945

Property, plant and equipment, net	663,141					689,206
Goodwill	32,346					32,346
Intangible assets, net	8,990					9,698
Other assets	7,594					6,948

Total assets	$		1,698,328			$	1,622,143

LIABILITIES AND STOCKHOLDERS’ EQUITY

Short-term debt	$		42,275			$	—
Accounts payable	38,280					61,184
Accrued liabilities	111,407					124,051
Deferred income on shipments to distributors	100,990					84,816
Total current liabilities	292,952					270,051

Pension accrual	714					871
Deferred tax liability	24,747					30,704

Stockholders’ equity:

Preferred stock, $.001 par value; authorized 5,000,000 shares; no shares issued or outstanding.	—					—
Common stock, $.001 par value; authorized 450,000,000 shares; issued 208,556,546 and outstanding 206,139,833 shares at September 30, 2004; issued 208,556,546 and outstanding 206,589,038 shares at March 31, 2004.	206					207
Additional paid-in capital	544,956					558,354
Accumulated other comprehensive (loss) income	(1,173				)	733
Retained earnings	899,811					813,307
Less shares of common stock held in treasury at cost; 2,416,713 shares at September 30, 2004 and 1,967,508 shares at March 31, 2004.	(63,885				)	(52,084			)
Net stockholders’ equity	1,379,915					1,320,517

Total liabilities and stockholders’ equity	$	1,698,328				$		1,622,143

See accompanying notes to condensed consolidated financial statements

MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(Unaudited)

	Three Months Ended September 30,				Six Months Ended September 30,
	2004		2003		2004		2003
Net sales	$	220,694	$	168,486	$	433,469	$	329,769
Cost of sales	94,317		77,292		185,633		183,054
Gross profit	126,377		91,194		247,836		146,715

Operating expenses:
Research and development	23,318		21,148		46,599		42,430
Selling, general and administrative	28,008		22,452		55,232		44,567
Special charges	—

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets - September 30, 2004 and March 31, 2004

Condensed Consolidated Statements of Income - Three and Six Months Ended September 30, 2004 and September 30, 2003

Condensed Consolidated Statements of Cash Flows - Six Months Ended September 30, 2004 and September 30, 2003

Notes to Condensed Consolidated Financial Statements

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

Item 3.	Quantitative and Qualitative Disclosures about Market Risk

Item 4.	Controls and Procedures

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings

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

Item 4.	Submission of Matters to a Vote of Security Holders

Item 6.	Exhibits

SIGNATURES

CERTIFICATIONS

EXHIBITS