Edgar Filing: POWER INTEGRATIONS INC

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 30, 2003.

¨	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 0-23441

POWER INTEGRATIONS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

94-3065014

(State or other jurisdiction of

Incorporation or organization)

(I.R.S. Employer

Identification No.)

5245 Hellyer Avenue, San Jose, California		95138
(Address of principal executive offices)		(Zip code)

(408) 414-9200

(Registrant’s telephone number, including area code)

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 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 is an accelerated filer (as defined in Rule 12b-2 of the Act). YES x NO ¨

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

Class		Outstanding at October 31, 2003
Common Stock, $.001 par value		30,139,027 shares

POWER INTEGRATIONS, INC.

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002	3

	Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2003 and 2002	4

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2003 and 2002	5

	Notes To Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	24

Item 4.	Controls and Procedures	24

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 2.	Changes in Securities and Use of Proceeds	25

Item 3.	Defaults upon Senior Securities	25

Item 4.	Submission of Matters to Vote of Security Holders	25

Item 5.	Other Information	25

Item 6.	Exhibits and Reports on Form 8-K	25

SIGNATURES		26

TOPSwitch, TinySwitch, LinkSwitch, DPA-Switch, EcoSmart and P I Expert are trademarks of Power Integrations, Inc.

PART I. FINANCIAL INFORMATION

ITEM 1.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

POWER INTEGRATIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands)

	September 30, 2003			December 31, 2002
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	117,942		$	77,524
Short-term investments		12,172			31,876
Accounts receivable		11,944			8,522
Inventories		19,831			15,028
Deferred tax assets		6,064			6,064
Prepaid expenses and other current assets		4,440			1,672

Total current assets		172,393			140,686
PROPERTY AND EQUIPMENT, net		24,436			21,008

	$	196,829		$	161,694

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	7,865		$	7,727
Accrued payroll and related expenses		4,530			4,389
Taxes payable		4,246			4,412
Deferred income on sales to distributors		2,789			2,718
Other accrued liabilities		652			816
Current portion of capitalized lease obligations		93			233

Total current liabilities		20,175			20,295

LONG TERM LIABILITIES:
Capitalized lease obligations, net of current portion		—			41
Deferred rent		813			725

Total long term liabilities		813			766

STOCKHOLDERS’ EQUITY:
Common stock		30			28
Additional paid-in capital		111,866			89,473
Cumulative translation adjustment		(118	)		(117	)
Retained earnings		64,063			51,249

Total stockholders’ equity		175,841			140,633

	$	196,829		$	161,694

The accompanying notes are an integral part of these condensed consolidated financial statements.

POWER INTEGRATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

(In thousands, except per share amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2003		2002		2003		2002
NET REVENUES:
Product sales	$	33,986	$	27,712	$	92,092	$	77,963
License fees and royalties		539		456		1,323		1,023

Total net revenues		34,525		28,168		93,415		78,986
COST OF REVENUES		18,222		16,328		46,908		45,454

GROSS PROFIT		16,303		11,840		46,507		33,532

OPERATING EXPENSES:
Research and development		4,287		3,561		12,552		10,817
Sales and marketing		3,846		3,756		11,811		10,803
General and administrative		1,701		1,600		5,132		4,581

Total operating expenses		9,834		8,917		29,495		26,201

INCOME FROM OPERATIONS		6,469		2,923		17,012		7,331
OTHER INCOME, net		129		365		785		1,265

INCOME BEFORE PROVISION FOR INCOME TAXES		6,598		3,288		17,797		8,596
PROVISION FOR INCOME TAXES		1,847		986		4,983		2,579

NET INCOME	$	4,751	$	2,302	$	12,814	$	6,017

EARNINGS PER SHARE:
Basic	$	0.16	$	0.08	$	0.44	$	0.21

Diluted	$	0.15	$	0.08	$	0.41	$	0.20

SHARES USED IN PER SHARE CALCULATION:
Basic		29,670		28,451		29,225		28,298

Diluted		32,153		29,074		31,350		29,494

The accompanying notes are an integral part of these condensed consolidated financial statements.

POWER INTEGRATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)

	Nine Months Ended September 30,
	2003			2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	12,814		$	6,017
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		5,154			5,013
Deferred rent		88			231
Provision for accounts receivable and other allowances		539			—
Tax benefit associated with employee stock plans and stock compensation to non-employees		6,004			1,143
Stock-based non-employee stock ownership expense		95			343
Change in operating assets and liabilities:
Accounts receivable		(3,961	)		(3,676	)
Inventories		(4,805	)		10,426
Prepaid expenses and other current assets		(2,766	)		(728	)
Accounts payable		139			1,834
Taxes payable and accrued liabilities		(191	)		3,977
Deferred income on sales to distributors		72			335

Net cash provided by operating activities		13,182			24,915

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(8,581	)		(2,150	)
Purchases of short-term investments		(6,210	)		(36,575	)
Proceeds from maturities of short-term investments		25,913			22,433

Net cash provided by (used in) investing activities		11,122			(16,292	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock		16,295			4,335
Proceeds from stockholder note repayment		—			38
Principal payments under capitalized lease obligations		(181	)		(381	)

Net cash provided by financing activities		16,114			3,992

NET INCREASE IN CASH AND CASH EQUIVALENTS		40,418			12,615
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		77,524			62,141

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	117,942		$	74,756

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	7		$	16

Cash paid for (refund of) income taxes, net	$	414		$	(775	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

POWER INTEGRATIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	BASIS OF PRESENTATION:

The condensed consolidated financial statements include the accounts of Power Integrations, Inc. (the “Company”), a Delaware corporation, and its wholly owned subsidiaries. Significant inter-company accounts and transactions have been eliminated.

While the financial information furnished is unaudited, the condensed consolidated financial statements included in this report reflect all adjustments (consisting only of normal recurring adjustments) which the Company considers necessary for the fair presentation of the results of operations for the interim periods covered and of the financial condition of the Company at the date of the interim balance sheet. The results for interim periods are not necessarily indicative of the results for the entire year. Certain reclassifications were made to the prior year financial information to conform to the current period presentation. The condensed consolidated financial statements should be read in conjunction with the Power Integrations, Inc. consolidated financial statements and the notes thereto for the year ended December 31, 2002 included in its Form 10-K filed on March 21, 2003 with the Securities and Exchange Commission.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Cash and Cash Equivalents and Short-Term Investments

The Company considers cash invested in highly liquid financial instruments with an original maturity of three months or less to be cash equivalents. Investments in highly liquid financial instruments with original maturities greater than three months but not longer than fifteen months are classified as short-term investments. As of September 30, 2003, the Company’s short-term investments consisted of U.S. government backed securities, municipal bonds, corporate commercial paper and other high quality commercial securities, which were classified as held-to-maturity and were valued using the amortized cost method, which approximates fair market value.

Revenue Recognition

Product revenues consist of sales to original equipment manufacturers, or OEMs, merchant power supply manufacturers and distributors. Revenues from product sales to OEMs and merchant power supply manufacturers are recognized upon shipment. Sales to distributors are made under terms allowing certain rights of return and protection against subsequent price declines on the Company’s products held by the distributors. As a result of the Company’s distributor agreements, the Company defers the recognition of revenue and the proportionate costs of revenues derived from sales to distributors until such distributors resell the Company’s products to their customers. The Company evaluates the amounts to defer based on the level of actual distributors’ inventory on hand as well as inventory that is in transit to the distributors. The gross profit that is deferred as a result of this policy is reflected as “deferred income on sales to distributors” in the accompanying condensed consolidated balance sheets.

The Company has a wafer supply and technology license agreement with an unaffiliated wafer foundry. The wafer supply agreement, which expires in June 2005, is renewable. In connection with the technology license agreement, the Company is entitled to receive a royalty on the foundry’s sales of its own products that incorporate the Company’s technology. The Company recognizes royalty revenue upon receipt of payment from the foundry.

POWER INTEGRATIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expense related to employee ownership programs through stock options

The Company has elected to follow Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees,” and related interpretations, in accounting for employee stock options rather than the alternative fair value accounting allowed by SFAS No. 123, “Accounting for Stock Based Compensation.” APB No. 25 provides that expense relative to the Company’s employee ownership programs through stock options is measured based on the intrinsic value of stock options granted on the date of the grant and the Company recognizes expense in its statement of income using the straight-line method over the vesting period for fixed awards. Under SFAS No. 123, the fair value of stock options at the date of grant is recognized in earnings over the vesting period of the options. Had expense related to employee ownership programs through the Company’s stock option plans been determined under a fair value method consistent with SFAS No. 123, “Accounting for Stock Based Compensation,” and related interpretations the Company’s net income would have been reduced to the following pro forma amounts (in thousands, except per share information):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2003			2002			2003			2002
Net income as reported	$	4,751		$	2,302		$	12,814		$	6,017
Add: Stock-based non-employee stock ownership expense included in reported net income, net of related tax		40			24			96			111
Deduct: Total stock-based employee stock ownership expense determined under fair-value-based method for all awards, net of tax		(3,657	)		(3,837	)		(12,457	)		(11,246	)

Pro forma net income (loss)	$	1,134		$	(1,511	)	$	453		$	(5,118	)

Basic earnings (loss) per share:
As reported	$	0.16		$	0.08		$	0.44		$	0.21

Pro forma	$	0.04		$	(0.05	)	$	0.02		$	(0.18	)

Diluted earnings (loss) per share:
As reported	$	0.15		$	0.08		$	0.41		$	0.20

Pro forma	$	0.04		$	(0.05	)	$	0.01		$	(0.17	)

The fair value of stock options granted is established on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2003		2002		2003		2002
Risk-free interest rates	2.98	%	3.51	%	2.85	%	4.04	%
Expected volatility rates	92.00	%	97.00	%	92.00	%	97.00	%
Expected dividend yield	—		—		—		—
Expected life of stock options (years)	4.5		5.0		4.5		5.0
Weighted-average grant date fair value of options granted	25.46		9.76		15.02		11.72

POWER INTEGRATIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Use of Estimates

On an on-going basis, the Company evaluates its estimates, including those related to revenue recognition and allowances for sales returns, distributor price protection allowances (ship and debit reserve), doubtful accounts receivables and inventories. These estimates are based on historical facts and various other assumptions that the Company believes to be reasonable at the time the estimates are made.

Comprehensive Income

Comprehensive income for the Company consists of net income, plus the effect of foreign currency translation adjustments, which was not material for the nine months ended September 30, 2003 and 2002. Accordingly, comprehensive income closely approximates actual net income.

Segment Reporting

The Company is organized and operates as one business segment—the design, development, manufacture and marketing of proprietary, high-voltage, analog integrated circuits for use primarily in the AC to DC and DC to DC power conversion markets.

Recent Accounting Pronouncements

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“Interpretation 45”). Interpretation 45 elaborates on the existing disclosure requirements for most guarantees, including loan guarantees such as standby letters of credit, and provides new disclosure requirements regarding indemnification provisions, including indemnification provisions typically included in a standard distributor sales arrangement. It also clarifies that at the time a guarantee is issued, the Company must recognize an initial liability for the fair value of the obligations it assumes under the guarantee and must disclose that information in its financial statements. The provisions related to recognizing a liability at inception of the guarantee do not apply to product warranties, indemnification provisions in the Company’s standard distributor sales arrangements, or to guarantees accounted for as derivatives. The initial recognition and measurement provisions apply on a prospective basis to guarantees issued or modified after December 31, 2002, and the disclosure requirements were effective as of December 31, 2002. The adoption of Interpretation 45 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In January 2003, the FASB issued Interpretation No. 46, or FIN 46, Consolidation of Variable Interest Entities. In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to entities created before February 1, 2003 in the first fiscal year or interim period ending after December 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. The adoption of FIN 46 did not have a material impact on the Company’s financial position, results of operations, or cash flows.

POWER INTEGRATIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

evidence of fair value to account separately for the different deliverables. EITF Issue 00-21 addresses when and, if so, how an arrangement involving multiple deliverables should be divided into separate units of accounting. The Company does not expect the adoption of EITF Issue 00-21 to have a material impact on its consolidated financial statements.

In April 2003, the FASB issued SFAS No. 149, “Amendments of Statement 133 on Derivative Instruments and Hedging Activities,” which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133. This statement is effective for contracts entered into or modified after June 30, 2003, with certain exceptions, and for hedging relationships designated after June 30, 2003. Since the Company does not use derivative instruments or engage in hedging activities, the adoption of SFAS No. 149 did not have a material impact on its consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. Financial instruments that are within the scope of the statement, which previously were often classified as equity, must now be classified as liabilities. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise shall be effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS No. 150 did not have a material impact on the Company’s consolidated financial statements.

3.	INVENTORIES:

Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following (in thousands):

	September 30, 2003		December 31, 2002
Raw materials	$	1,097	$	1,489
Work-in-process		11,100		6,756
Finished goods		7,634		6,783

	$	19,831	$	15,028

4.	SIGNIFICANT CUSTOMERS AND EXPORT SALES:

Customer Concentration

The Company’s end user base is highly concentrated and a relatively small number of OEMs, power supply merchants and distributors accounted for a significant portion of the Company’s net revenues. Ten customers accounted for approximately 77.0% and 82.4% of total net revenues for the three months ended September 30, 2003 and 2002, respectively, and approximately 77.0% and 81.5% of total net revenues for the nine months ended September 30, 2003 and 2002.

The following customers accounted for more than 10% of total net revenues:

	Three Months Ended September 30,				Nine Months Ended September 30,
Customer	2003		2002		2003		2002
A	22.1	%	10.3	%	19.4	%	13.4	%
B	21.8	%	24.0	%	25.0	%	22.7	%
C	11.1	%	16.3	%	*		14.8	%

*	less than 10%

Customers A and B are distributors of the Company’s products and customer C is an OEM.

POWER INTEGRATIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash investments and trade receivables. The Company has cash investment policies that limit cash investments to short-term, low risk investments. With respect to trade receivables, the Company performs ongoing credit evaluations of its customers’ financial condition and requires letters of credit whenever deemed necessary. Additionally, the Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends related to past losses and other relevant information. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. As of September 30, 2003 and December 31, 2002, approximately 78% and 76% of accounts receivable, respectively, were concentrated with ten customers.

The following customers accounted for more than 10% of accounts receivable:

Customer	September 30, 2003		December 31, 2002
A	29.2	%	25.2	%
B	20.0	%	19.1	%

Customers A and B are distributors of the Company’s products.

Export Sales

The Company markets its products in North America and in foreign countries through its sales personnel and a worldwide network of independent sales representatives and distributors. As a percentage of total net revenues, export sales, which consist of domestic sales to customers in foreign countries, are comprised of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2003		2002		2003		2002
Taiwan	28.9	%	20.2	%	25.6	%	25.2	%
Hong Kong/China	26.9	%	33.0	%	29.5	%	28.0	%
Korea	19.2	%	23.8	%	20.1	%	24.4	%
Western Europe (excluding Germany)	7.7	%	5.9	%	7.2	%	7.1	%
Germany	4.8	%	6.0	%	5.0	%	6.2	%
Singapore	1.3	%	2.0	%	1.8	%	1.2	%
Japan	1.8	%	2.5	%	1.8	%	1.7	%
Other	2.5	%	2.6	%	2.4	%	2.4	%

Total foreign	93.1	%	96.0	%	93.4	%	96.2	%

Product Sales

Sales of the Company’s TOPSwitch and TinySwitch products accounted for 97.9% and 98.8% of net revenues from product sales for the three months ended September 30, 2003 and 2002, respectively, and 98.9 % and 99.0% of net revenues from product sales for the nine months ended September 30, 2003 and 2002, respectively. TOPSwitch products include TOPSwitch, TOPSwitch II, TOPSwitch FX and TOPSwitch GX. TinySwitch products include TinySwitch and TinySwitch II.

POWER INTEGRATIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5.	EARNINGS PER SHARE:

Earnings per share are calculated in accordance with SFAS No. 128, “Earnings per Share.” SFAS No. 128 requires companies to compute earnings per share under two different methods (basic and diluted). Basic earnings per share are calculated by dividing net income by the weighted average shares of common stock outstanding during the period. Diluted earnings per share are calculated by dividing net income by the weighted average shares of outstanding common stock during the period, increased to include the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued. Dilutive potential shares of common stock consist of dilutive shares issuable upon the exercise of outstanding common stock options and shares issuable under the employee stock purchase plan using the treasury stock method.

The following table sets forth the calculation of basic and diluted earnings per share (in thousands, except per share amounts):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2003		2002		2003		2002
Basic earnings per share:
Net income	$	4,751	$	2,302	$	12,814	$	6,017

Weighted average common shares		29,670		28,451		29,225		28,298

Basic earnings per share	$	0.16	$	0.08	$	0.44	$	0.21

Diluted earnings per share:
Net income	$	4,751	$	2,302	$	12,814	$	6,017

Weighted average common shares		29,670		28,451		29,225		28,298
Effect of dilutive securities:
Common stock options		2,462		618		2,082		1,187
Employee stock purchase plan		21		5		42		9

Diluted weighted average common shares		32,153		29,074		31,350		29,494

Diluted earnings per share	$	0.15	$	0.08	$	0.41	$	0.20

Options to purchase 392,919 and 933,739 shares of common stock that were outstanding at September 30, 2003 and 2002, respectively, were not included in the computation of diluted earnings per share for the periods then ended because the options’ exercise price was greater than the average market price of the Company’s common stock during those periods, and therefore, their effect would have been antidilutive.

6.	PROVISION FOR INCOME TAXES:

Income tax expense for the nine-month periods ended September 30, 2003 and 2002 includes a provision for Federal, state and foreign taxes based on the annual estimated effective tax rate applicable to the Company and its subsidiaries for the year. The difference between the Federal statutory rate of 35% and the Company’s effective tax rate used for the nine-month periods ended September 30, 2003 and 2002 is primarily due to the beneficial impact of international sales subject to lower tax rates, research and development credits and Federal tax-exempt investments. The Company’s estimated effective tax rate for the three and nine months ended September 30, 2003 is 28%. The tax provision for the three and nine month periods presented for 2002 were calculated using an effective tax rate of 30%.

POWER INTEGRATIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

7.	INDEMNIFICATIONS:

The Company sells products to its distributors under contracts which the Company refers to as Standard Distributor Sales Agreements (each an “SDSA”). Each SDSA contains the relevant terms of the contractual arrangement with the customer, and generally includes certain provisions for indemnifying the customer against losses, expenses, and liabilities from damages that may be awarded against the customer in the event the Company’s hardware is found to infringe upon a patent, copyright, trademark, or other proprietary right of a third party. The SDSA generally limits the scope of and remedies for such indemnification obligations in a variety of industry-standard respects, including but not limited to certain time and geography based scope limitations and a right to replace an infringing product.

The Company believes its internal development processes and other policies and practices limit its exposure related to the indemnification provisions of the SDSA. In addition, the Company requires its employees to sign a proprietary information and inventions agreement, which assigns the rights to its employees’ development work to the Company. To date, the Company has not had to reimburse any of its customers for any losses related to these indemnification provisions and no material claims are outstanding as of September 30, 2003. For several reasons, including the lack of prior indemnification claims and the lack of a monetary liability limit for certain infringement cases under the SDSA, the Company cannot determine the maximum amount of potential future payments, if any, related to such indemnification provisions.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements, which reflect our current views with respect to future events and financial performance. In this report, the words “will”, “expects”, “believe”, “should”, “anticipate”, “if”, “future” and similar expressions identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including our development efforts, the success of our product strategies, the maintenance of significant business relationships, as well as those discussed in the “Factors That May Affect Future Results of Operations” and elsewhere in this report. As a result of these risks, our actual results may differ materially from our historical or anticipated results. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

The following management’s discussion and analysis of financial condition and results of operations should be read in conjunction with management’s discussion and analysis of financial condition and results of operations included in our Form 10-K for the year ended December 31, 2002.

Overview

We design, develop, manufacture and market proprietary, high-voltage, analog integrated circuits, or ICs, for use primarily in AC to DC and DC to DC power conversion markets. We have targeted high-volume power supply markets, including the communications, consumer, computer and industrial electronics markets. Our initial focus is on those applications that are sensitive to size, portability, energy efficiency and time-to-market. We introduced the TOPSwitch family of ICs in 1994 followed by an enhanced family of ICs, TOPSwitch-II, in April 1997. In September 1998, we announced the TinySwitch family of integrated circuits for power supplies used in a broad range of electronic products. TinySwitch ICs, which are designed to reduce standby energy by incorporating our new EcoSmart technology, enable a new class of light, compact, energy-efficient power supplies. In March 2000, we introduced the TOPSwitch-FX family of products, which also incorporates our EcoSmart technology to help engineers meet the growing need for environmentally friendly power solutions. In November 2000, we introduced the TOPSwitch-GX family of products. The GX family is capable of supplying output levels from 6 watts to 290 watts. In March 2001, we introduced the TinySwitch-II family of products with power levels ranging from 3 watts to 20 watts. In June 2002, we introduced DPA-Switch, which is a family of products that is the first highly integrated high-voltage power conversion IC designed specifically for use in DC-DC converters and distributed power architectures (DPAs). The four-device family covers a wide input voltage range of 16V to 75V, targeting 24 V/48V applications. In September 2002, we introduced LinkSwitch, which is an AC-DC power conversion IC specifically designed to replace linear transformers in the 0-3 watt range. The LinkSwitch family will enable electronics manufacturers to build smaller and more energy efficient power supplies for use in a large assortment of electronic products in the 0-3 watt range. All of our products introduced since 1998 incorporate our EcoSmart technology.

Critical Accounting Policies

We believe our critical accounting policies are as follows:

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revenue recognition;

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estimating sales returns and allowances;

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estimating ship and debit reserve;

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estimating allowance for doubtful accounts; and

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estimating reserve for excess and obsolete inventory.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, sales returns, allowance for ship and debit, doubtful accounts receivables and inventories. We base our estimates on historical facts and various other assumptions that we believe to be reasonable at the time the estimates are made. Actual results could differ from those estimates.

A brief description of these policies is set forth below.

Revenue recognition

Product revenues consist of sales to OEMs, merchant power supply manufacturers and distributors. Revenues from product sales to OEMs and merchant power supply manufacturers are recognized upon shipment. At that time, we provide for estimated sales returns and other allowances related to those sales. Between 50% and 65% of our sales are made to distributors under terms allowing certain rights of return and price protection for our products held in the distributors’ inventories. Therefore, we defer the recognition of revenue and the proportionate cost of revenues derived from sales to distributors until the distributors sell our products to their customers. We evaluate the amounts to defer based on the level of actual distributors’ inventory on hand as well as inventory that is in transit to the distributors. The gross profit that we defer as a result of this policy is reflected as “deferred income on sales to distributors” in the accompanying condensed consolidated balance sheets.

We have a wafer supply and technology license agreement with an unaffiliated wafer foundry. The wafer supply agreement, which expires in June 2005, is renewable. In connection with the technology license agreement, we are entitled to receive a royalty on the foundry’s sales of its own products that incorporate our technology. We recognize royalty revenue upon receipt of payment from the foundry.

Estimating sales returns and allowances

Net revenue consists of product revenue reduced by estimated sales returns and allowances. To estimate sales returns and allowances, we analyze, both when we initially establish the reserve, and then each quarter when we review the adequacy of the reserve, the following factors: historical returns, current economic trends, levels of inventories of our products held by our customers, and changes in customer demand and acceptance of our products. This reserve is reflected as a reduction to accounts receivable in the accompanying consolidated balance sheets. Increases to the reserve are recorded as a reduction to net revenue. Because the reserve for sales returns and allowances is based on our judgments and estimates, particularly as to future customer demand and acceptance of our products, our reserves may not be adequate to cover actual sales returns and other allowances. If our reserves are not adequate, our net revenues could be adversely affected.

Estimating ship and debit reserve

A large portion of our sales is made to distributors. Under certain circumstances, some of those sales are subject to credits that distributors claim on certain transactions and as protection against subsequent price declines on products they hold. The credits are referred to as “ship and debits.” The credits are available to the distributors after they have sold our products through to their end customer. We maintain a reserve for these credits that appears as a reduction to accounts receivable in our accompanying consolidated balance sheets. Any increase in the reserve results in a corresponding reduction in our net revenues. To establish the reserve and when we evaluate the adequacy of the reserve each quarter, we analyze historical ship and debit payments and levels of inventory in the distributor channels. If our reserves are not adequate, our net revenues could be adversely affected.

Estimating allowance for doubtful accounts

We maintain an allowance for losses we may incur as a result of our customers’ inability to make required payments. Any increase in the allowance results in a corresponding increase in our general and administrative expenses. In establishing this allowance, and then evaluating the adequacy of the allowance for doubtful accounts each quarter, we analyze historical bad debt, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment terms. If the financial condition of one or more of our customers unexpectedly deteriorated, resulting in their inability to make payments, or if we otherwise underestimate the losses we incur as a result of our customers’ inability to pay us, we could be required to increase our allowance for doubtful accounts which could adversely affect our operating results.

Estimating reserve for excess and obsolete inventory

We identify excess and obsolete products and analyze historical usage, forecasted production based on demand forecasts, current economic trends, and historical write-offs when evaluating the adequacy of the reserve for excess and obsolete inventory. This reserve is reflected as a reduction to inventory in the accompanying consolidated balance sheets, and an increase in cost of revenues. If actual market conditions are less favorable than our assumptions, we may be required to take additional reserves, which could adversely impact our cost of revenues and operating results.

Results of Operations

The following table sets forth certain operating data as a percentage of total net revenues for the periods indicated.

	Percentage of Total Net Revenues for Three Months Ended September 30,				Percentage of Total Net Revenues for Nine Months Ended September 30,
	2003		2002		2003		2002
Net revenues:
Product sales	98.4	%	98.4	%	98.6	%	98.7	%
License fees and royalties	1.6		1.6		1.4		1.3

Total net revenues	100.0		100.0		100.0		100.0
Cost of revenues	52.8		58.0		50.2		57.5

Gross profit	47.2		42.0		49.8		42.5

Operating expenses:
Research and development	12.5		12.6		13.5		13.7
Sales and marketing	11.1		13.3		12.6		13.7
General and administrative	4.9		5.7		5.5		5.8

Total operating expenses	28.5		31.6		31.6		33.2

Income from operations	18.7		10.4		18.2		9.3
Other income, net	0.4		1.3		0.8		1.6

Income before provision for income taxes	19.1		11.7		19.0		10.9

Provision for income taxes	5.3		3.5		5.3		3.3

Net income	13.8	%	8.2	%	13.7	%	7.6	%

Comparison of the Three Months and Nine Months Ended September 30, 2003 and 2002

Net revenues. Net revenues consist of revenues from product sales, which are calculated net of returns and allowances, plus license fees and royalties paid by licensees of our technology. Net revenues for the three months ended September 30, 2003 were $34.5 million compared to $28.2 million for the three months ended September 30, 2002, an increase of $6.4 million, or 22.6%. Net revenues for the nine months ended September 30, 2003 were $93.4 million compared to $79.0 million for the comparable period of 2002, an increase of $14.4 million or 18.3%.

Net revenues from product sales represented $34.0 million and $27.7 million in the third quarter of 2003 and 2002, respectively. Net revenues from product sales represented $92.1 million and $78.0 million in the nine months ended September 30, 2003 and 2002, respectively. The increase in net revenues from product sales for the three months ended September 30, 2003 was driven primarily by increased sales of our products in the computer, consumer and industrial end markets. , The increase in net revenues from product sales for the nine months ended September 30, 2003 was driven primarily by increased sales of our products in the communications, computer, consumer and industrial end markets. Sales increases were primarily from computer standby and LCD monitors in the computer market, set-top boxes, DVD players and home appliances in the consumer market and wireless phones in the communications end market for the nine months ended September 30, 2003. We expect our full year revenue mix for 2003, as a percentage of net revenues in the end markets which we serve, to be approximately 37% in the communications category, 27% in the consumer category, 23% in the computer category, 8% in the industrial electronics category and 5% in the other category. This compares to approximately 43% in the communications category, 23% in the consumer market category, 21% in the computer category, 6% in the industrial electronics category and 7% in the other category for the full year of 2002. We also expect the revenue mix of our product families for the full year of 2003 to be approximately 18% for TOPSwitch and TOPSwitch

II, 27% for TOPSwitch FX and GX, 53% for TinySwitch and TinySwitch II, and 2% for our other products including our newest products LinkSwitch and DPA-Switch. This compares to approximately 33% for TOPSwitch and TOPSwitch II, 22% for TOPSwitch FX and GX, 44% for TinySwitch and TinySwitch II, and 1% for other products for the full year of 2002.

International sales were $32.1 million in the third quarter of 2003 compared to $27.0 million for the same period in 2002, an increase of $5.1 million, or 18.9%, which represented 93.1% of net revenues compared to 96.0% in the comparable period of 2002. International sales were $87.3 million for the nine months ended September 30, 2003 compared to $76.1 million for the same period in 2002, an increase of $11.2 million, or 14.7%, which represented 93.4% of net revenues compared to 96.2% in the comparable period of 2002. The increase in our international sales for the three months ended September 30, 2003 was driven primarily by increased sales of our products in the computer, consumer and industrial end markets. The increase in our international sales for the nine months ended September 30, 2003 was driven primarily by increased sales of our products in the communications, computer, consumer and industrial end markets. Although the power supplies using our products are designed and distributed to end markets worldwide, most of these power supplies are manufactured in Asia. As a result, sales to this region were 80.2% and 83.9% of our product sales for the three months ended September 30, 2003 and 2002, respectively, and 81.0% and 82.7% of our product sales for the nine months ended September 30, 2003 and 2002, respectively. We expect international sales to continue to account for a large portion of our net revenues.

Direct sales for the third quarter of 2003 were divided 60.3% to distributors and 39.7% to original equipment manufacturers, or OEMs, and power supply merchants, compared to 50.9% to distributors and 49.1% to OEMs and power supply merchants for the third quarter of 2002. For the nine months ended September 30, 2003, direct sales were divided 60.8% to distributors and 39.2% to OEMs and power supply merchants, compared to 51.7% to distributors and 48.3% to OEMs and power supply merchants for the same period in 2002. For the three months ended September 30, 2003, sales to one customer accounted for 22.1% of net revenues, compared to 19.4% of net revenues for the three months ended September 30, 2002. A second customer accounted for 21.8% of net revenues for the three months ended September 30, 2003, compared to 25.0% for the three months ended September 30, 2002. Both of these customers are distributors. A third customer, who is an OEM, accounted for 11.1% of net revenues for the three months ended September 30, 2003 and for 16.3% of net revenues for the three months ended September 30, 2002. For the nine months ended September 30, 2003, sales to the same two distributors accounted for 10.3% and 24.0% of net revenues, respectively, compared to 13.4% and 22.7% of net revenues, respectively, for the nine months ended September 30, 2002. Sales to the same OEM, accounted for less than 10% of net revenues for the nine months ended September 30, 2003 and for 14.8% of net revenues for the nine months ended September 30, 2002. There were no other customers accounting for sales of more than 10% during the periods reported.

Cost of revenues; Gross profit. Gross profit is equal to net revenues less cost of revenues. Our cost of revenues consists primarily of costs associated with the purchase of wafers from Matsushita Electric Industrial Co, Ltd. (“Matsushita”), and from OKI Electric Industry (“OKI”), the assembly, packaging and testing of our products, and internal labor and overhead associated with the testing of both wafers and packaged components. Gross profit for the third quarter of 2003 was $16.3 million, or 47.2% of net revenues, compared to $11.8 million, or 42.0% of net revenues for the same period in 2002. Gross profit for the nine months ended September 30, 2003 was $46.5 million, or 49.8% of net revenues, compared to $33.5 million, or 42.5% of net revenues for the same period in 2002. The increase in gross profit percentage for the three months and nine months ended September 30, 2003 was due primarily to improvements we made in our manufacturing costs which began in 2002 and have continued in 2003. We expect our gross profit percentage to be in a range of 49% to 50% for the full year of 2003; however, if pricing pressures from our customers increase during the year as a result of a continued economic slowdown or for other reasons, our gross profit could be lower.

Research and development expenses. Research and development expenses consist primarily of employee-related expenses, expensed material and facility costs associated with the development of new processes and new products. We also expense prototype wafers and mask sets related to new products as research and development costs until new products are released to production. Research and development expenses for the third quarter of 2003 were $4.3 million compared to $3.6 million for the same period in 2002, which represented 12.4% and 12.6% of our net revenues in each period, respectively. Research and development expenses for the nine months ended September 30, 2003 were $12.6 million compared to $10.8 million for the same period in 2002, which represented 13.4% and 13.7% of our net revenues in each period, respectively. The increase in absolute dollars in research and development costs for the three months and nine months ended September 30, 2003, was due primarily to increases in personnel costs associated with the hiring of additional employees over the same period in 2002. We expect research and development expenses to continue to increase in absolute dollars, but those expenses may fluctuate as a percentage of our net revenues.

Sales and marketing expenses. Sales and marketing expenses consist primarily of employee-related expenses, commissions to sales representatives and facilities expenses, including expenses associated with our regional sales offices and support offices. Sales and marketing expenses for the third quarter of 2003 were $3.8 million compared to $3.8 million for the same period in 2002, which represented 11.1% and 13.3% of our net revenues in each period, respectively. Sales and marketing expenses for the nine months ended September 30, 2003 were $11.8 million compared to $10.8 million for the same period in 2002, which represented 12.6% and 13.7% of our net revenues in each period, respectively. The increase in absolute dollars in sales and marketing expenses for the three months and nine months ended September 30, 2003 was due primarily to increased personnel costs consisting of commissions, salaries and other related personnel costs. Included in the above marketing expenses are costs associated with applications engineering, which represented $926,000 and $809,000 in the three months ended September 30, 2003 and 2002, respectively and $2.9 million and $2.6 million in the nine months ended September 30, 2003 and 2002, respectively. We include applications engineering costs as part of sales and marketing expenses due to the fact that our products are generally incorporated into a customer’s power supply at the design stage. Our sales and marketing efforts are focused on facilitating the customer’s use of our products in the design of new power supplies for specific applications. An important competitive factor in determining whether a customer decides to use our products in its designs is our commitment to provide comprehensive application design support. We expect sales and marketing expenses to continue to increase in absolute dollars as we continue to expand our sales and marketing presence worldwide, but may fluctuate as a percentage of our net revenues.

General and administrative expenses. General and administrative expenses consist primarily of employee-related expenses for administration, finance, human resources and general management, as well as consulting fees, outside services, legal fees and auditing and tax services. For the quarters ended September 30, 2003 and 2002, general and administrative expenses were $1.7 million and $1.6 million, respectively, which represented 4.9% and 5.7% of our net revenues, respectively. For the nine months ended September 30, 2003 and 2002, general and administrative expenses were $5.1 million and $4.6 million, respectively, which represented 5.5% and 5.8% of our net revenues, respectively. The increase in spending for the comparable three and nine-month periods was attributable primarily to increases in professional and legal expenses. Included in legal expenses are outside costs related to patents, which have been expensed as incurred, and we plan to continue with this policy in the future. We expect general and administrative expenses to increase in absolute dollars but those expenses may fluctuate as a percentage of our net revenues.

Other income, net. Other income, net, for the third quarter of 2003 decreased by $236,000 compared to the same period in 2002. For the nine months ended September 30, 2003, other income, net, decreased by $480,000 compared to the same period in 2002. The decrease for the three and nine-month period ended September 30, 2003 was due primarily to lower interest rates on our cash equivalents and short-term investments, and the increase in value of the Japanese yen compared to the U.S. dollar.

Provision for income taxes. Provision for income taxes represents Federal, state and foreign taxes. The provision for income taxes was $1.8 million for the third quarter of 2003 compared to $1.0 million for the same period in 2002. The provision for income taxes was $5.0 million for the nine months ended September 30, 2003 compared to $2.6 million for the same period in 2002. Our estimated effective tax rate for the nine months ended September 30, 2003 is 28%. Our estimated effective tax rate used for 2002 was 30%. The difference between the statutory rate of 35% and our effective tax rate of 28% and 30% for the periods presented is due primarily to the beneficial impact of international sales, research and development credits and Federal tax-exempt investments.

Liquidity and Capital Resources

As of September 30, 2003, we had approximately $130.1 million in cash, cash equivalents and short-term investments, an increase of approximately $20.7 million from December 31, 2002. In addition, under a revolving line of credit with Union Bank of California, we can borrow up to $10.0 million. A portion of the credit line is used to cover advances for commercial letters of credit and standby letters of credit, which we provide to Matsushita and OKI, prior to the shipment of wafers by those foundries to us, and also to our workers compensation insurance carrier as part of our insurance program. As of September 30, 2003, there were outstanding letters of credit totaling approximately $5.1 million. The balance of this credit line was unused and available as of September 30, 2003. The line of credit agreement, which expires on July 1, 2004, contains financial covenants requiring that we maintain profitability on a quarterly basis and not pay or declare dividends without the bank’s prior consent. As of September 30, 2003, we were in compliance with these financial covenants. We previously financed a portion of our machinery and equipment through capital equipment leases. As of September 30, 2003, we owed approximately $93,000 on our various capital equipment leases. There was no additional equipment financing during the nine months ended September 30, 2003.

As of September 30, 2003, we had working capital, defined as current assets less current liabilities, of approximately $152.2 million, an increase of approximately $31.8 million from December 31, 2002. Our operating activities generated cash of $13.2 million and $24.9 million in the nine months ended September 30, 2003 and 2002, respectively. Cash generated in the first nine months of 2003 was principally the result of net income in the amount of $12.8 million, depreciation and amortization of $5.2 million and the tax benefit associated with employee stock plans of $6.0 million, partially offset by increases in inventory of $4.8 million, accounts receivable of $4.0 million and prepaid expenses of $2.8 million. Cash generated in the first nine months of 2002 was principally the result of net income in the amount of $6.0 million, depreciation and amortization of $5.0 million, tax benefit associated with employee stock plans of $1.1 million, a decrease in inventory of $10.4 million and increases in accrued liabilities of $4.0 million and accounts payable of $1.8 million, partially offset by an increase in accounts receivable of $3.7 million.

Our investing activities were net proceeds of $19.7 million in the nine months ended September 30, 2003 from maturities of short-term investments, and net purchases of short-term investments of $14.1 million in the nine months ended September 30, 2002. Purchases of property and equipment were $8.6 million and $2.2 million in the nine months ended September 30, 2003 and 2002, respectively. Our financing activities were primarily receipts from the issuance of common stock through the exercise of stock options and purchases through our employee stock purchase plan of $16.3 million and $4.3 million in the nine months ended September 30, 2003 and 2002, respectively, offset by payments for capitalized lease obligations of $181,000 and $381,000 in the nine months ended September 30, 2003 and 2002, respectively.

In April 2003, we entered into a contract to purchase our current San Jose facilities for approximately $30.0 million. A $3.0 million deposit was made in April 2003. The remaining $27.0 million was paid in October 2003, funded from our cash and short-term investments. The purchase cleared escrow and title passed to us on October 31, 2003.

During the first nine months of 2003, a significant portion of our cash flow was generated by our operations. If our operating results deteriorate during the remainder of 2003, as a result of decrease in customer demand, or severe pricing pressures from our customers or our competitors, or for other reasons, our ability to generate positive cash flow from operations may be jeopardized. In that case, we may be forced to use our cash, cash equivalents and short-term investments, or seek financing from third parties to fund our operations. We believe that cash generated from operations, together with existing sources of liquidity, will satisfy our projected working capital and other cash requirements for at least the next 12 months.

Recent Accounting Pronouncements

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“Interpretation 45”). Interpretation 45 elaborates on the existing disclosure requirements for most guarantees, including loan guarantees such as standby letters of credit, and provides new disclosure requirements regarding indemnification provisions, including indemnification provisions typically included in a standard distributor sales arrangement. It also clarifies that at the time a guarantee is issued, we must recognize an initial liability for the fair value of the obligations we assume under the guarantee and must disclose that information in our financial statements. The provisions related to recognizing a liability at inception of the guarantee do not apply to product warranties, indemnification provisions in our standard distributor sales arrangements, or to guarantees accounted for as derivatives. The initial recognition and measurement provisions apply on a prospective basis to guarantees issued or modified after December 31, 2002, and the disclosure requirements were effective as of December 31, 2002. The adoption of Interpretation 45 did not have a material impact on our consolidated financial position, results of operations or cash flows.

was established. The adoption of FIN 46 did not have a material impact on our financial position, results of operations, or cash flows.

Effective prospectively for arrangements entered into in fiscal periods beginning after June 15, 2003, Emerging Issues Task Force (“EITF”) Issue 00-21, “Revenue Arrangements with Multiple Deliverables,” addresses the accounting, by a vendor, for contractual arrangements in which multiple revenue-generating activities will be performed by the vendor. In some situations, the different revenue-generating activities (deliverables) are sufficiently separable and there exists sufficient evidence of fair values to account separately for the different deliverables (that is, there are separate units of accounting). In other situations, some or all of the different deliverables are interrelated closely or there is not sufficient evidence of fair value to account separately for the different deliverables. EITF Issue 00-21 addresses when and, if so, how an arrangement involving multiple deliverables should be divided into separate units of accounting. We do not expect the adoption of EITF Issue 00-21 to have a material impact on our consolidated financial statements.

In April 2003, the FASB issued SFAS No. 149, “Amendments of Statement 133 on Derivative Instruments and Hedging Activities,” which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133. This statement is effective for contracts entered into or modified after June 30, 2003, with certain exceptions, and for hedging relationships designated after June 30, 2003. Since we do not use derivative instruments or engage in hedging activities, the adoption of SFAS No.149 did not have a material impact on our consolidated financial statements.

Factors That May Affect Future Results of Operations

In addition to the other information in this report, the following factors should be considered carefully in evaluating our business before purchasing shares of our stock.

Our quarterly operating results are volatile and difficult to predict. If we fail to meet the expectations of public market analysts or investors, the market price of our common stock may decrease significantly. Our net revenues and operating results have varied significantly in the past, are difficult to forecast, are subject to numerous factors both within and outside of our control, and may fluctuate significantly in the future. As a result, our quarterly operating results could fall below the expectations of public market analysts or investors. If that occurs, the price of our stock may decline.

Some of the factors that could affect our operating results include the following:

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the volume and timing of orders received from customers;

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the volume and timing of orders placed by us with our foundries;

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changes in product mix including the impact of new product introduction on existing products;

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our ability to develop and bring to market new products and technologies on a timely basis;

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the timing of investments in research and development and sales and marketing;

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cyclical semiconductor industry conditions; and

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fluctuations in exchange rates, particularly the exchange rates between the U.S. dollar and the Japanese yen.

We do not have long-term contracts with any of our customers and if they fail to place, or if they cancel or reschedule orders for our products, our operating results and business may suffer. Our business is characterized by short-term customer orders and shipment schedules. The ordering patterns of some of our existing large customers have been

unpredictable in the past, and we expect that customer-ordering patterns will continue to be unpredictable in the future. Not only does the volume of units ordered by particular customers vary substantially from period to period, but also purchase orders received from particular customers often vary substantially from early oral estimates provided by those customers for planning purposes. In addition, customer orders can be canceled or rescheduled without significant penalty to the customer. In the past we have experienced customer cancellations of substantial orders for reasons beyond our control, and significant cancellations could occur again at any time.

Intense competition in the high-voltage power supply industry may lead to a decrease in the average selling price and reduced sales volume of our products, which may harm our business. The high-voltage power supply industry is intensely competitive and characterized by significant price erosion. Our products face competition from alternative technologies, including traditional linear transformers and discrete switcher power supplies. If the price of competing products decreases significantly, the cost effectiveness of our products will be adversely affected. If power requirements for applications in which our products are currently utilized go outside the cost effective range of our products, these older alternative technologies can be used more cost effectively. We cannot assure you that our products will continue to compete favorably or that we will be successful in the face of increasing competition from new products and enhancements introduced by existing competitors or new companies entering this market. We believe our failure to compete successfully in the high-voltage power supply business, including our ability to introduce new products with higher average selling prices, would materially harm our operating results.

If demand for our products declines in the major end markets that we serve, our net revenues will decrease. Applications of our products in the consumer, communications and computer end markets, such as cellular phone chargers, stand-by power supplies for PCs, power supplies for TV set top boxes and power supplies for home appliances have and will continue to account for a large percentage of our net revenues. We expect that a significant level of our net revenues and operating results will continue to be dependent upon these applications in the near term. The demand for these products has been highly cyclical and has been subject to significant economic downturns at various times. Announcements of economic slowdown by major companies in any of the end markets we serve, could indirectly through our customers, cause a slowdown in demand for some of our ICs. When our customers are not successful in maintaining high levels of demand for their products, their demand for our ICs decreases, which adversely affects our operating results. Any significant downturn in demand in these markets would cause our net revenues to decline and could cause the price of our stock to fall.

Because the sales cycle for our products can be lengthy, we may incur substantial expenses before we generate significant revenues, if any. Our products are generally incorporated into a customer’s products at the design stage. However, customer decisions to use our products, commonly referred to as design wins, which can often require us to expend significant research and development and sales and marketing resources without any assurance of success, often precede volume sales, if any, by a year or more. The value of any design win will largely depend upon the commercial success of the customer’s product. We cannot assure you that we will continue to achieve design wins or that any design win will result in future revenues. If a customer decides at the design stage not to incorporate our products into its product, we may not have another opportunity for a design win with respect to that product for many months or years.

Our products must meet exacting specifications, and undetected defects and failures may occur which may cause customers to return or stop buying our products. Our customers generally establish demanding specifications for quality, performance and reliability that our products must meet. ICs as complex as those we sell often encounter development delays and may contain undetected defects or failures when first introduced or after commencement of commercial shipments. We have from time to time in the past experienced product quality, performance or reliability problems. If defects and failures occur in our products, we could experience lost revenue, increased costs, including warranty expense and costs associated with customer support, delays in or cancellations or rescheduling of orders or shipments and product returns or discounts, any of which would harm our operating results.

Our international sales activities account for a substantial portion of our net revenues and subject us to substantial risks. Sales to customers outside of the United States account for a large portion of our net revenues, including approximately 93% and 96% of our net revenues in the nine months ended September 30, 2003 and 2002, respectively. If our international sales declined and we were unable to increase domestic sales, our revenues would decline and our operating results would be harmed. International sales involve a number of risks to us, including:

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potential insolvency of international distributors and representatives;

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reduced protection for intellectual property rights in some countries;

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the impact of recessionary environments in economies outside the United States;

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tariffs and other trade barriers and restrictions; and

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the burdens of complying with a variety of foreign laws.

Our failure to adequately address these risks could reduce our international sales, which would materially adversely affect our operating results. Furthermore, because substantially all of our foreign sales are denominated in U.S. dollars, increases in the value of the dollar increase the price in local currencies of our products in foreign markets and make our products relatively more expensive and less price competitive than competitors’ products that are priced in local currencies.

We depend on third-party suppliers to provide us with wafers for our products. If they fail to provide us sufficient wafers, our business will suffer. We have a supply arrangement for the production of wafers with Matsushita, which expires in June 2005, and with OKI, which expires in April 2008. Although certain aspects of our relationships with Matsushita and OKI are contractual, many important aspects of these relationships depend on their continued cooperation. We cannot assure you that we will continue to work successfully with Matsushita or OKI in the future, that they will continue to provide us with sufficient capacity at their foundries to meet our needs, or that either of them will not seek an early termination of its wafer supply agreement with us. Any serious disruption in the supply of wafers from either OKI or Matsushita would harm our business. We estimate that it would take 9 to 12 months from the time we identified an alternate manufacturing source before that source could produce wafers with acceptable manufacturing yields in sufficient quantities to meet our needs. In May 2003, we signed a wafer supply agreement with a third foundry, ZMD Analog Mixed Signal Services GmbH & CoKG (ZMD). ZMD is located in Germany and is expected to be able to produce wafers for us by the end of 2004. Our agreement with ZMD expires on December 31, 2009.

Although we provide Matsushita and OKI with rolling forecasts of our production requirements, their ability to provide wafers to us is limited by the available capacity of the foundry in which they manufacture wafers for us. An increased need for capacity to meet internal demands or demands of other customers could cause Matsushita and OKI to reduce capacity available to us. Matsushita and OKI may also require us to pay amounts in excess of contracted or anticipated amounts for wafer deliveries or require us to make other concessions in order to acquire the wafer supply necessary to meet our customers’ requirements. Any of these concessions could harm our business.

If our third-party suppliers and independent subcontractors do not produce our wafers and assemble our finished products at acceptable yields, our net revenues may decline. We depend on Matsushita and OKI to produce wafers, and independent subcontractors to assemble finished products, at acceptable yields and to deliver them to us in a timely manner. The failure of Matsushita or OKI to supply us wafers at acceptable yields could prevent us from selling our products to our customers and would likely cause a decline in our net revenues. In addition, our IC assembly process requires our manufacturers to use a high-voltage molding compound available from only one vendor, which is difficult to process. This compound and its required processes, together with the other non-standard materials and processes needed to assemble our products, require a more exacting level of process control than normally required for standard packages. Unavailability of the sole source compound or problems with the assembly process can materially adversely affect yields and cost to manufacture. We cannot assure you that acceptable yields will be maintainable in the future.

Matsushita has licenses to our technology, which it may use to our detriment. Our ability to take advantage of the potentially large Japanese market for our products is largely dependent on Matsushita and its ability to promote and deliver our products. Pursuant to our agreement with Matsushita, Matsushita has the right to manufacture and sell products using our technology to Japanese companies worldwide and to subsidiaries of Japanese companies located in Asia. Although we receive royalties on Matsushita’s sales, these royalties are substantially lower than the gross profit we receive on direct sales. We cannot assure you that Matsushita will not use the technology rights we have granted it to develop or market competing products following any termination of its relationship with us or after termination of Matsushita’s royalty obligation to us.

If our efforts to enhance existing products and introduce new products are not successful, we may not be able to generate demand for our products. Our success depends in significant part upon our ability to develop new ICs for high-voltage power conversion for existing and new markets, to introduce these products in a timely manner and to have these products selected for design into products of leading manufacturers. New product introduction schedules are subject to the risks and uncertainties that typically accompany development and delivery of complex technologies to the market place,

including product development delays and defects. If we fail to develop and sell new products in a timely manner, our net revenues could decline.

We cannot be sure that we will be able to adjust to changing market demands as quickly and cost-effectively as necessary to compete successfully. Furthermore, we cannot assure you that we will be able to introduce new products in a timely and cost-effective manner or in sufficient quantities to meet customer demand or that these products will achieve market acceptance. Our failure, or our customers’ failure to develop and introduce new products successfully and in a timely manner would harm our business and may cause the price of our common stock to fall. In addition, customers may defer or return orders for existing products in response to the introduction of new products. Although we maintain reserves for potential customer returns, we cannot assure you that these reserves will be adequate.

If our products do not penetrate additional markets, our business will not grow as we predict. We believe that our future success depends in part upon our ability to penetrate additional markets for our products. We cannot assure you that we will be able to overcome the marketing or technological challenges necessary to do so. To the extent that a competitor penetrates additional markets before we do, or takes market share from us in our existing markets, our net revenues and financial condition could be materially adversely affected.

In the event of an earthquake, terrorist act or other disaster, our operations may be interrupted and our business would be harmed. Our principal executive offices and operating facilities situated near San Francisco, California, and our major suppliers (foundries and assembly houses) all situated in the Far East, are all located in areas that have been subject to severe earthquakes. In the event of an earthquake, we and/or our major suppliers may be temporarily unable to continue operations and may suffer significant property damage. Any such interruption in our ability or that of our major suppliers to continue operations at our facilities could delay the development and shipment of our products.

Like other U.S. companies, our business and operating results are subject to uncertainties arising out of the recent terrorist attacks on the United States, including the potential worsening or extension of the current global economic slowdown, the economic consequences of current and potential military actions or additional terrorist activities and associated political instability, and the impact of heightened security concerns on domestic and international travel and commerce. Such uncertainties could also lead to delays or cancellations of customer orders, a general decrease in corporate spending or our inability to effectively market and sell our products. Any of these results could substantially harm our business and results of operations, causing a decrease in our revenues.

An outbreak of Severe Acute Respiratory Syndrome (SARS) may adversely impact the operations of our major suppliers and our global operations. If an outbreak of Severe Acute Respiratory Syndrome (SARS) that began in China, Hong Kong, Singapore and Vietnam recurs, it could have an adverse impact on our major suppliers, which are located in Asia, resulting in a serious disruption in the supply of wafers and subsequent harm to our business. We estimate that it would take 9 to 12 months from the time we identified an alternate manufacturing source before that source could produce wafers with acceptable manufacturing yields in sufficient quantities to meet our needs. SARs could also have an impact on the end market demand for consumer products that incorporate our chips. If the number of cases rises or spreads to other locations, our global sales and operations could be harmed.

If we are unable to adequately protect or enforce our intellectual property rights, we could lose market share, incur costly litigation expenses or lose valuable assets. Our success depends upon our ability to protect our intellectual property, including patents, trade secrets, and know-how, and to continue our technological innovation. We cannot assure you that the steps we have taken to protect our intellectual property will be adequate to prevent misappropriation or that others will not develop competitive technologies or products. From time to time we have received, and we may receive in the future, communications alleging possible infringement of patents or other intellectual property rights of others. Litigation, which could result in substantial cost to us, may be necessary to enforce our patents or other intellectual property rights or to defend us against claimed infringement of the rights of others. The failure to obtain necessary licenses or other rights or litigation arising out of infringement claims could cause us to lose market share and harm our business.

Moreover, the laws of some foreign countries in which our technology is or may in the future be licensed may not protect our intellectual property rights to the same extent as the laws of the United States, thus increasing the possibility of infringement of our intellectual property.

We must attract and retain qualified personnel to be successful and competition for qualified personnel is intense in our market. Our success depends to a significant extent upon the continued service of our executive officers and other key management and technical personnel, and on our ability to continue to attract, retain and motivate qualified personnel, such as experienced analog design engineers and systems applications engineers. The competition for these employees is

intense, particularly in Silicon Valley. The loss of the services of one or more of our engineers, executive officers or other key personnel or our inability to recruit replacements for these individuals or to otherwise attract, retain and motivate qualified personnel could harm our business. We do not have long-term employment contracts with, and we do not have in place key person life insurance policies on, any of our employees.

We have adopted anti-takeover measures, which may make it more difficult for a third party to acquire us. Our board of directors has the authority to issue up to 3,000,000 shares of preferred stock and to determine the price, rights, preferences and privileges of those shares without any further vote or action by the stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. The issuance of shares of preferred stock, while potentially providing flexibility in connection with possible acquisitions and for other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock. We have no present intention to issue shares of preferred stock.

In addition, our board of directors has adopted a Preferred Stock Purchase Rights Plan intended to guard against hostile takeover tactics. The existence of this plan could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock.

The future trading price of our common stock could be subject to wide fluctuations in response to a variety of factors. The price of our common stock has been, and is likely to be, volatile. Factors including future announcements concerning us, our customers or our competitors, quarterly variations in operating results, announcements of technological innovations, the introduction of new products or changes in our product pricing policies or those of our competitors, proprietary rights or other litigation, changes in earnings estimates by analysts and other factors could cause the market price of our common stock to fluctuate substantially. In addition, stock prices for many technology companies fluctuate widely for reasons, which may be unrelated to operating results. These fluctuations, as well as general economic, market and political conditions may harm the market price of our common stock.

Recently enacted and proposed changes in securities laws and regulations are likely to increase our costs. The Sarbanes-Oxley Act of 2002 that became law in July 2002 requires changes in some of our corporate governance practices. The Act also requires the Securities and Exchange Commission to promulgate new rules on a variety of subjects. In addition to final rules and rule proposals already made by the Securities and Exchange Commission, Nasdaq has proposed revisions to its requirements for companies, such as us, that are Nasdaq-listed. We expect these new rules and regulations to increase our legal and financial compliance costs, and to make some activities more difficult, time consuming and/or costly. We also expect these new rules and regulations to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These new rules and regulations could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee, and qualified executive officers.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS.

There has not been a material change in our exposure to interest rate and foreign currency risks from that described in our 2002 Annual Report on Form 10-K.

Interest Rate Risk. Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio. We do not use derivative financial instruments in our investment portfolio to manage our interest rate risk, foreign currency risk, or for any other purpose. We invest in high-credit quality issuers and, by policy, limit the amount of credit exposure to any one issuer. As stated in our policy, we ensure the safety and preservation of our invested principal funds by limiting default risk, market risk and reinvestment risk. We mitigate default risk by investing in safe and high-credit quality securities and by constantly positioning our portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer, guarantor or depository. The portfolio includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity.

The table below presents carrying value and related weighted average interest rates for our investment portfolio at September 30, 2003. All investments mature, by policy, in 15 months or less.

(in thousands, except average interest rates)

	Carrying Value		Average Interest Rate
Investment Securities Classified as Cash Equivalents:
Taxable securities	$	89,323	1.23	%
Tax exempt securities		12,315	1.04	%

Total		101,638	1.14	%

Investment Securities Classified as Short-term Investments:
U.S. corporate securities		976	2.00	%
U.S. government securities		8,105	1.47	%
Tax exempt securities		3,091	1.53	%

Total		12,172	1.67	%

Total investment securities	$	113,810	1.41	%

Foreign Currency Exchange Risk. We transact business in various foreign countries. Our primary foreign currency cash flows are in Asia and Western Europe. Currently, we do not employ a foreign currency hedge program utilizing foreign currency forward exchange contracts. We do maintain a Japanese yen account with a U. S. bank for payments to suppliers and for cash receipts from Japanese suppliers and customers denominated in Japanese yen.

ITEM 4.

CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

ITEM 2.

CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

Exhibits.

Exhibit Number		Description

31.1		Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Reports on Form 8-K.

The Company filed a report on Form 8-K with the Securities and Exchange Commission on July 23, 2003, pursuant to Item 12 (“Results of Operations and Financial Condition”). The Form 8-K included a press release announcing the Company’s financial results for the quarter ended June 30, 2003 and forward-looking statements relating to fiscal 2003.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	POWER INTEGRATIONS, INC.

Dated: November 10, 2003	By:	/s/ JOHN M. COBB
		John M. Cobb Chief Financial Officer

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