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 30, 2002
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 (IRS Employer Identification #)
incorporation or organization)
1235 Bordeaux Drive
Sunnyvale, California 94089
(Address of principal executive offices)
Registrant's Telephone Number, Including Area Code: (408) 744-0100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
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
The total number of shares outstanding of the Registrant's common stock as
of November 7, 2002 were 12,650,826.
Total number of pages: 14
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........ 3
Unaudited Condensed Consolidated Balance Sheets.............. 4
Unaudited Condensed Consolidated Statements of Cash Flows.... 5
Notes to Unaudited Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................. 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk
and Interest Rate Risk............................... 11
Item 4. Controls and Procedures...................................... 11
PART II- OTHER INFORMATION
Item 1. Legal Proceedings............................................ 12
Item 2. Changes in Securities and Use of Proceeds ................... 12
Item 3. Defaults Upon Senior Securities ............................. 12
Item 4. Submission of Matters to a Vote of Security Holders.......... 12
Item 5. Other Information............................................ 12
Item 6. Exhibits and Reports on Form 8-K............................. 12
Statement of Chief Executive Officer and Chief Financial Officer under
18 U.S.C. 1350....................................................... 13
Signatures........................................................... 13
Certifications....................................................... 14
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 30, September 30,
2002 2001 2002 2001
Net sales $ 13,220 $ 14,243 $ 26,497 $ 29,324
Cost and expenses:
Cost of sales 8,102 8,505 16,951 17,696
Research and development 2,489 2,706 4,807 5,976
Selling, general and administrative 2,206 1,905 4,041 3,721
------ ------ ------ ------
Total costs and expenses 12,797 13,116 25,799 27,393
Income from operations 423 1,127 698 1,931
Interest income 250 441 494 968
Other income (expense), net 407 148 414 524
------ ------ ------ ------
Income before provision for
income taxes 1,080 1,716 1,606 3,423
Provision for income taxes 367 583 546 1,164
------ ------ ------ ------
Net income $ 713 $1,133 $1,060 $2,259
====== ====== ====== ======
Net income per share:
Basic $ 0.06 $ 0.09 $ 0.08 $ 0.18
Diluted $ 0.06 $ 0.09 $ 0.08 $ 0.18
Shares used in per share computation:
Basic 12,589 12,417 12,582 12,414
Diluted 12,640 12,642 12,788 12,628
See accompanying Notes to Unaudited Condensed Consolidated Financial
Statements.
SUPERTEX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)
September 30, March 31,
ASSETS 2002 2002
Current assets:
Cash and cash equivalents $ 58,144 $ 52,492
Trade accounts receivable, net 8,495 9,436
Inventories 15,769 16,494
Prepaid expenses and other current assets 664 902
Deferred income taxes 3,293 3,293
------ ------
Total current assets 86,365 82,617
Property, plant and equipment, net 14,967 16,327
Long term investments 101 1,451
Deferred income taxes 2,985 2,985
------ ------
TOTAL ASSETS $ 104,418 $ 103,380
LIABILITIES
Current liabilities:
Trade accounts payable $ 3,958 $ 5,769
Accrued salaries, wages and employee benefits 6,280 6,565
Other accrued liabilities 399 655
Deferred revenue 1,785 1,729
Income taxes payable 2,156 566
------ ------
Total current liabilities 14,578 15,284
SHAREHOLDERS' EQUITY
Preferred stock, no par value - 10,000 shares
authorized, none outstanding -- --
Common stock, no par value - 30,000 shares
authorized; issued and outstanding 12,616
and 12,544 shares at September 30, 2002 and
March 31, 2002, respectively 28,138 27,454
Retained earnings 61,702 60,642
------ ------
Total shareholders' equity 89,840 88,096
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 104,418 $ 103,380
See accompanying Notes to Unaudited Condensed Consolidated Financial
Statements.
SUPERTEX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Six months Ended
September 30, September 30,
2002 2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,060 $ 2,259
Non-cash adjustments to net income:
Depreciation and amortization 2,696 1,801
Provision for doubtful accounts (136) (184)
Provision for excess and obsolete inventories (253) 58
Gain on sale of long-term investments (1,092) (127)
Gain on disposal of assets (9) (65)
Impairment of long term investment 750 --
Changes in operating assets and liabilities:
Accounts receivable 1,077 1,446
Inventories 978 35
Prepaid expenses and other assets 238 178
Trade accounts payable and accrued expenses (2,352) (1,435)
Income taxes payable 1,590 390
Deferred revenue 56 604
----- -----
Total adjustments 3,543 2,701
----- -----
Net cash provided by operating activities 4,603 4,960
----- -----
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment (1,336) (1,724)
Proceed from disposal of property and equipment 9 65
Sales of long-term investments 1,692 627
----- -----
Net cash provided by (used in)
investing activities 365 (1,032)
----- -----
CASH FLOWS FROM FINANCING ACTIVITIES
Stock options exercised 684 610
Repurchase of stock -- (316)
----- -----
Net cash provided by financing activities 684 294
----- -----
NET INCREASE IN CASH AND CASH EQUIVALENTS 5,652 4,222
CASH AND CASH EQUIVALENTS:
Beginning of period 52,492 44,282
------ ------
End of period $ 58,144 $ 48,504
====== ======
See accompanying Notes to Unaudited Condensed Consolidated Financial
Statements.
SUPERTEX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 - Basis of Presentation
In the opinion of management, the unaudited condensed consolidated financial
statements for the three and six month periods ended September 30, 2002 and
2001 include all adjustments (consisting of normal recurring adjustments)
necessary for fair presentation of the consolidated financial condition,
results of operations, and cash flows for those periods in accordance with
accounting principles generally accepted in the United States of America.
The year-end condensed balance sheet data was derived from audited financial
statements, but does not include all disclosures required by accounting
principles generally accepted in the United States of America. These
financial statements should be read in conjunction with the audited
consolidated financial statements of Supertex, Inc. for the fiscal year ended
March 31, 2002, which were included in the Annual Report on Form 10-K (File
Number 000-12718).
Interim results are not necessarily indicative of results for the full fiscal
year. 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 the disclosure 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 financial statements have been prepared on a consolidated basis. The
condensed consolidated financial statements include the accounts of Supertex,
Inc. and its subsidiary. All significant intercompany balances have been
eliminated on consolidation.
Note 2 - Inventories
Inventories consisted of (in thousands):
September 30, 2002 March 31, 2002
Raw materials.............................. $ 1,287 $ 1,218
Work-in-process............................ 9,818 11,849
Finished goods............................. 4,664 3,427
------- -------
$ 15,769 $ 16,494
Note 3 - 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 issuable through stock options, warrants, and other convertible
securities. 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 30, September 30,
2002 2001 2002 2001
BASIC:
Net income $ 713 $ 1,133 $ 1,060 $ 2,259
====== ======= ======= ======
Weighted average shares outstanding
for the period 12,589 12,417 12,582 12,414
====== ======= ======= ======
Net income per share $ 0.06 $ 0.09 $ 0.08 $ 0.18
====== ======= ======= ======
DILUTED:
Net income $ 713 $ 1,133 $ 1,060 $ 2,259
====== ======= ======= =======
Weighted average shares outstanding
for the period 12,589 12,417 12,582 12,414
Dilutive effect of stock options 51 225 206 214
====== ======= ======= =======
Total 12,640 12,642 12,788 12,628
====== ======= ======= =======
Net income per share $ 0.06 $ 0.09 $ 0.08 $ 0.18
Options to purchase the Company's common stock of 1,045,358 shares at an
average price of $20.48 per share, and 581,172 shares at an average price of
$26.58 per share for the second quarter of fiscal 2003 and second quarter of
fiscal 2002, respectively, were outstanding but were not included in the
computation of diluted earnings per share because their effect would have
been antidilutive. For the six months period ending September 30, 2003 and
2002, respectively, options to purchase the Company's common stock of 663,650
shares at an average price of $24.83 per share, and 580,314 shares at an
average price of $26.75 per share, were outstanding but were not included
in the computation of diluted earnings per share because their effect would
have been antidilutive.
Note 4 - Investments
During the quarter ended September 30, 2002, the Company sold a long-term
investment resulting in a $1,092,000 gain before taxes. This gain was
partially offset by a $750,000 impairment charge before taxes to fully reserve
for another long-term investment in a start-up company that began experiencing
liquidity concerns during the quarter ended September 30, 2002. These amounts
are included within other income (expense), net in the Condensed Consolidated
Statements of Income.
Note 5 - Recent Accounting Pronouncements
In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal
Activities" ("SFAS 146"). SFAS 146 addresses significant issues regarding the
recognition, measurement, and reporting of costs that are associated with
exit and disposal activities, including restructuring activities that are
currently accounted for under EITF No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." The scope of SFAS
146 also includes costs related to terminating a contract that is not a
capital lease and termination benefits that employees who are involuntarily
terminated receive under the terms of a one-time benefit arrangement that is
not an ongoing benefit arrangement or an individual deferred-compensation
contract. SFAS 146 will be effective for exit or disposal activities that
are initiated after December 31, 2002 and early application is encouraged.
The Company will adopt SFAS 146 on January 01, 2003. The provisions of
EITF No. 94-3 shall continue to apply for an exit activity initiated under
an exit plan that met the criteria of EITF No. 94-3 prior to the adoption
of SFAS 146. The effect on adoption of SFAS 146 will change on a
prospective basis the timing of when restructuring charges are recorded
from a commitment date approach to when the liability is incurred.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Cautionary Statement Regarding Forward Looking Statements
This 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 such forward-looking statements
in this 10-Q are our plans to continue in the future our current level of
R&D investment on new product development as a percent of net sales and our
anticipation that our available funds and expected cash generated from
operations will be sufficient to meet our cash and working capital
requirements through at least the next twelve months. These statements are
only predictions not a guaranty 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 that the demand for our
products or results of our product development change adversely such that it
would be unwise not to decrease research and development as well as those
risks and uncertainties described in "Risk Factors" under Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operation" in our Annual Report of Form 10-K for the fiscal year ended
March 31, 2002. Except as required by law, we undertake no obligation to
update any forward-looking statement, whether as a result of new information,
future events, or otherwise.
Critical Accounting Policies
We described our critical accounting policies in Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
of our Annual Report on Form 10-K for the year ended March 31, 2002.
Our critical accounting policies are those that are most important to the
portrayal of our financial condition and results of operations, and require
our management's significant judgments and estimates and such consistent
application fairly depicts our financial condition and results of operations
for all periods presented.
Critical accounting policies affecting us and the critical estimates we made
when applying them have not changed materially since March 31, 2002.
Overview
Supertex designs, develops, manufactures, and markets high voltage
semiconductor devices, including analog and mixed signal integrated
circuits utilizing state-of-the-art high voltage DMOS, HVCMOS and HVBiCMOS
analog and mixed signal technologies. We supply standard and custom high
voltage interface products primarily for use in the telecommunications
(telecom), imaging, medical electronics, and industrial markets. We also
provide wafer foundry services for the manufacture of integrated circuits
for customers using customer-owned designs and mask toolings.
Results of Operations
Net Sales
Net sales for the quarter ended September 30, 2002 were $13,220,000, a 7%
decrease compared to $14,243,000 for the same quarter last year and
essentially flat as compared with the prior quarter of $13,277,000. Net
sales for the six months ended September 30, 2002 were $26,497,000, a 10%
decrease compared to $29,324,000 for the same period of the prior fiscal
year. Our sales for the second quarter continued to be adversely affected
by the continued global economic slowdown and the slowdown in the
semiconductor business. Although our total net sales for the second quarter
of fiscal 2003 were essentially flat as compared with the first quarter
of fiscal 2003, demand for our telecom products decreased by approximately
$491,000 during the second quarter of fiscal 2003 as compared to the first
quarter and continues to be adversely affected by the slow capital equipment
business of our telecom customers. This decrease was offset by increased
demand of approximately $452,000 for our medical electronics products.
As a percentage of total sales for the quarter ended September 30, 2002,
sales to customers in the imaging, medical electronics, and telecommunications
markets represented 38%, 36%, and 18% of total sales, respectively, compared
to 30%, 38% and 22% of total sales for the quarter ended September 30, 2001.
Sales to customers in other markets accounted for 8% of the quarter ended
September 30, 2002 and 10% for the same quarter of last fiscal year.
Sales to international customers for the quarter ended September 30, 2002
were $4,301,000, or 33% of the Company's net sales as compared to $3,901,000,
or 27% of the net sales of the same period of last year. In comparing the
current quarter with the same period last year, dollar sales to international
customers increased by 10% while the total net sales declined 7%.
Approximately 32% of the Company's net sales for the six-month period ended
September 30, 2002 were derived from international customers as compared to
28% of the same period of last year. The bulk of the increase in percentage
of international sales for the six-month period occurred during the second
fiscal quarter. The three-month and six-month increases in the percentage
of international sales are the result of increased shipments to our customers
in Asia, primarily due to the increase in orders from contract manufacturers
in Asia, and the decline in our foundry business which are from domestic
customers.
Gross Profit
As a percent of sales, the Company's gross profit was 39% and 36% for the
three-month period and six-month periods ended September 30, 2002, compared
with 40% for both the three-month and six-month periods of last fiscal year.
Although slower sales decreased plant capacity utilization which adversely
affected the gross profit margins, rigorous cost reduction measures allowed
the Company to quickly lower manufacturing expenditures thereby retaining
reasonable gross profit percentages to sales.
Research and Development (R&D)
R&D expenses decreased 8% to $2,489,000 for the quarter ended September 30,
2002 as compared to $2,706,000 for the same quarter of the prior year, and
increased 7% from the prior quarter of $2,318,000. As a percent of sales,
our R& D expenses maintained the same level of 19% as the second quarter of
last year. We plan to continue this level of R&D investments as a percent
of net sales on new product development.
The dollar decrease in R&D expenses for the quarter ended September 30, 2002
is primarily due to reduction in prototype processing costs as several new
products were transferred to production status. Additional savings were
realized from a reduction in software expenses.
For the six months ended September 30, 2002, R&D expenses decreased by
$1,169,000 to $4,807,000 from $5,976,000 for the same period of the prior
year, with the bulk of the decrease occurring during the first three months.
The decrease is attributed primarily to the reduction in prototype processing
cost as many new products were transferred to production status, reduction in
software expenses and reduction in mask tooling expenses.
Selling, General and Administrative (SG&A)
SG&A increased by 16% to $2,206,000 or 17% of net sales for the quarter ended
September 30, 2002 as compared with $1,905,000 or 13% of net sales in the
same quarter of the prior year. The increase in spending was due to
intensified sales efforts during the quarter and included payroll and
benefits of $246,000 resulting from additional headcount, travel expenses of
$57,000, and advertising costs of $39,000.
For the six months ended September 30, 2002, SG&A expenses were $4,041,000 or
15% of net sales compared to $3,721,000 or 13% for the same period of the
prior fiscal year, a $320,000 increase. This increase resulted from
increased spending for advertising of $162,000, payroll and benefits due to
headcount increase of $143,000, sales commissions of $139,000, travel and
entertainment of $56,000, bad debt expenses of $48,000 and occupancy costs of
$47,000 offset in part by decreased spending for outside services of $183,000
and salesmen bonuses of $131,000.
Income from Operations
Income from operations was $423,000, or 3% of net sales for the quarter ended
September 30, 2002, compared to $1,127,000, or 8% of net sales for the
quarter ended September 30, 2001. The decrease in operating income is
primarily attributable to lower sales and the further decline in production
capacity utilization. For the six months ended September 30, 2002, income
from operations was $698,000 or 3% of net sales, compared to $1,931,000 or
7% of net sales for the same period of the prior fiscal year. The decrease
in operating income as a percentage of sales is attributable to the decline
in production capacity utilization resulting from the decline in sales.
Interest and Other Income
Interest and other income, net for the three-month and six-month periods
ended September 30, 2002, were $657,000 and $908,000, respectively compared
to $589,000 and $1,492,000 for the same periods of last fiscal year.
Interest income for the three-month and six-month periods ended September 30,
2002, were $250,000 and $494,000 respectively, compared to $441,000 and
$968,000 for the same periods of prior year. The decrease in interest income
is primarily attributable to lower yields on the money market accounts where
we maintain the bulk of our cash deposits.
Other Income for the three month period ended September 30, 2002 was $407,000
compared with $148,000 for the same period last year. The increase in other
income for this quarter was attributed to a realized gain before taxes from
the sale of a long-term investment of $1,092,000, which was partially offset
by a $750,000 impairment charge before taxes to fully reserve for another
long-term investment in a start-up company that began experiencing liquidity
concerns during the quarter ended September 30, 2002. Other income for the
six month period ended September 30, 2002, was $414,000, compared with
$524,000 for the same period last year. The decrease was attributed to the
$750,000 investment impairment charge noted above, the absence of restocking
fees collected from customers for returning products in the prior year period
of $160,000, reduction in gains from sale of retired equipment of $56,000,
increase in sublease expenses net of sublease income of $51,000, increase in
miscellaneous expenses of $61,000, offset by an increase in realized gains
from sale of long-term investments from $127,000 for the six months ended
September 30, 2001 to $1,092,000 for the six months ended September 30, 2002.
Provision for Income Taxes
The Company's effective tax rate for the three-month and six-month periods
ended September 30, 2002 was 34%, which remained unchanged from the
respective prior year period.
Liquidity and Capital Resources
On September 30, 2002, the Company had $58,144,000 in cash and cash
equivalents, compared with $52,492,000 on March 31, 2002. This increase is
due primarily to a positive cash flow from operating activities of $4,603,000
consisting principally of net income of $1,060,000 and non-cash charges for
depreciation and amortization of $2,696,000, and an impairment of long-term
investment of $750,000, which was partially offset by a gain on sale of
long-term investments of $1,092,000, and a reduction in the provision for
excess and obsolete inventories of $253,000. Factors affecting cash flow
from operating activities include (a) a decrease in accounts receivable of
$1,077,000 primarily attributed to the decrease in revenue; (b) a decrease
in inventories of $978,000 due to a planned inventory reduction in line with
lower sales; (c) a decrease in accounts payable and other accrued items of
$2,352,000 due to a decrease in purchasing activities; and (d) an increase
of $1,590,000 in income tax payable.
Net cash provided from investing activities during the six-month period was
$365,000. Investing activities for this period consisted of a $1,692,000
proceeds from the sale of a long-term investment offset by a $1,336,000
purchases of equipment primarily for the upgrade our wafer fabrication
facility.
Net cash provided by financing activities for the three-month period was
$684,000 generated by proceeds from the issuance of common stock through the
exercise of employee stock options.
We described our total potential commitments in Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
of our Annual Report on Form 10-K for the year ended March 31, 2002. Our
total potential commitments have not changed materially since March 31, 2002.
The Company anticipates that available funds and expected cash to be
generated from operations will be sufficient to meet cash and working
capital requirements through at least the next twelve months.
Item 3. - Quantitative and Qualitative Disclosures About Market Risk and
Interest Rate Risk.
Interest Rate Sensitivity
The Company may be exposed to financial market risks due primarily to changes
in interest rates. The Company does not use derivatives to alter the interest
characteristics of its investment securities. The Company has no holdings of
derivative or commodity instruments. The fair value of the Company's
investment portfolio or related income would not be significantly impacted
by changes in interest rates since the investment maturities are short and
the interest rates are primarily fixed. As of September 30, 2002, the Company
maintained its funds primarily in money market funds and it plans to continue
to invest a significant portion of its existing cash in interest bearing
money market funds and other short-term debt securities with maturities of
less than a year.
Item 4. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures
The term "disclosure controls and procedures" refers to the controls and
other procedures of a company that are designed to ensure that information
required to be disclosed by a company in the reports that it files under the
Securities Exchange Act of 1934 ("Exchange Act") is recorded, processed,
summarized and reported within required time periods.
The Company's principal executive and financial officer has evaluated the
Company's disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) within the 90 days prior to the date of this
Form 10-Q ("Evaluation Date") and has determined that, as of the Evaluation
Date, such controls and procedures are reasonable taking into account the
totality of the circumstances.
(b) Changes in internal controls
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to
the Evaluation Date.
PART II - OTHER INFORMATION
Item 1. - Legal Proceedings
None
Item 2. - Changes in Securities and Use of Proceeds
None
Item 3. - Defaults Upon Senior Securities
None
Item 4. - Submission of Matters to a Vote of Security Holders
The Company's Annual Shareholders' Meeting was held on August 16, 2002 at
10:00 a.m., at which the following matters were acted upon:
Votes Withheld/ Broker
Matter Acted Upon Votes For Votes Against Abstentions Non-Votes
1. Election of Directors
Henry C. Pao 11,005,139 0 833,545 0
Benedict Choy 11,007,332 0 831,352 0
Richard Siegel 11,006,227 0 832,457 0
W. Mark Loveless 11,820,816 0 17,868 0
Elliott Schlam 11,821,616 0 17,068 0
Milton Feng 11,820,916 0 17,768 0
2. Ratification of the appointment of PricewaterhouseCoopers LLP as the
independent accountants of the Company for the fiscal year ending March 29,
2003.
11,810,175 21,977 6,532 0
Item 5. - Other Information
None
Item 6. - Exhibits and Reports on Form 8-K
(a) Exhibits: None
(b) Reports on Form 8-K
No report on Form 8-K was filed during the quarter for which this Form 10-Q
is filed.
Statement of Chief Executive Officer and Chief Financial Officer under
18 U.S.C. 1350
I, Henry C. Pao, the chief executive officer and chief financial officer of
Supertex, Inc., a California corporation (the "Company"), certify pursuant
to Section 1350 of Chapter 63 of Title 18 of the United States Code that:
(i) the Quarterly Report of the Company on Form 10-Q for the period
ending September 30, 2002 (the "Report"), fully complies with the
requirements of Section 13(a) or 15(d), whichever is applicable, of the
Securities Exchange Act of 1934, and
(ii) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
/s/ Henry C. Pao
-------------------------
Henry C. Pao, Ph.D.
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)
Date: November 11, 2002
By:/s/ Henry C. Pao
___________________________
Henry C. Pao, Ph.D., President
(Principal Executive and Financial Officer)
CERTIFICATIONS
I, Henry C. Pao, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Supertex, Inc., a
California corporation ("registrant").;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the effectiveness
of the disclosure controls and procedures based on my evaluation as of the
Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 11, 2002 /s/ Henry C. Pao
_______________________
Henry C. Pao, Ph.D.
Chief Executive Officer
and Chief Financial Officer