July 22, 2004

Microsemi Reports Third Quarter Results

IRVINE, Calif., Jul 22, 2004 (BUSINESS WIRE) --

--  Net Sales Increase 11 Percent over Prior Quarter and 27 Percent
    over Year Ago Quarter
--  Book-to-Bill Ratio 1.13
--  Pro Forma Net Income at a Record Level Increased 329 Percent over
    Year-Ago Quarter
--  GAAP Net Income Increases 192 Percent over Year-Ago Quarter

Microsemi Corp. (Nasdaq:MSCC) today reported results for its fiscal 2004 third quarter.

Net sales for the quarter ended June 27, 2004 were $64.1 million, up 11 percent from net sales of $57.7 million in the prior quarter, and up 27 percent from net sales of $50.5 million in the year-ago third quarter. Third quarter pro forma net income was a record $6.0 million, or $0.10 per share diluted, up 329 percent from $1.4 million and $0.02 per share diluted in the year-ago third quarter and up 46 percent from the $4.1 million and $0.07 per share diluted in the prior quarter. Pro forma gross margin was 37.4 percent in the third quarter, up 130 basis points from the prior quarter and up 510 basis points from the year-ago quarter.

Including amortization of acquisition related intangible assets, restructuring costs, and other special charges and credits as reflected in the attached reconciliation of GAAP to Pro forma results, Microsemi reported GAAP earnings in the third quarter of $3.5 million or $0.06 per diluted share, up 192 percent from $1.2 million or $0.02 per diluted share in the year-ago quarter and up from the $1.1 million loss or $0.02 loss per diluted share in the prior quarter.

"We continue to grow our business in our high-performance analog mixed signal and high-reliability discrete markets and improve our gross margins significantly," said James J. Peterson, president and CEO. He also stated, "These results again demonstrate the strength in our diversification in both products and markets."

    The book-to-bill ratio for the quarter was 1.13.

    Business Outlook

Sequentially sales are expected to be up 5 to 7 percent. Pro forma earnings per share diluted for the fourth quarter are expected to be $0.11 to $0.12. GAAP-based earnings, excluding restructuring-related costs related to our plant consolidations program, are expected to be $0.10 to $0.11 per share diluted, reflecting the recurring $0.2 million after tax charge for amortization of acquisition-related intangible costs. Sequentially, pro forma gross margin percentage is expected to increase 90 to 140 basis points.

About Microsemi

Microsemi is a leading designer, manufacturer and marketer of high-performance analog and mixed-signal integrated circuits and high-reliability discrete semiconductors. The company's semiconductors manage and control or regulate power, protect against transient voltage spikes and transmit, receive and amplify signals.

Microsemi's products include individual components as well as integrated circuit solutions that enhance customer designs by improving performance and reliability, battery optimization, reducing size or protecting circuits. The principal markets the company serves include implanted medical, military/aerospace and satellite, notebook computers and monitors, automotive and mobile connectivity applications.

More information may be obtained by contacting the company directly or by visiting its Web site at http://www.microsemi.com.

PLEASE READ THE FOLLOWING FACTORS THAT CAN MATERIALLY AFFECT MICROSEMI'S FUTURE RESULTS.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Any statements set forth in the news release that are not entirely historical and factual in nature are forward-looking statements. For instance, all statements of belief and expectations, all statements related to our plans, and all statements concerning future results are forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Potential risks and uncertainties include, but are not limited to, such factors as the possible adverse impact of difficulties regarding any of the following: the making of estimates and projections, the hiring and retention of qualified personnel in a competitive labor market, integrating operations or assets, closing or disposing of operations or assets, acquisitions of businesses or assets, rapidly changing technology and product obsolescence, the potential inability to realize cost savings or productivity gains and to improve capacity utilization, potential cost increases, weakness or competitive pricing environment of the marketplace, uncertain demand for and acceptance of the company's products, risk of failure of in-process or planned development or marketing and promotional campaigns, changes in demand for products, difficulties foreseeing future demand, effects of limited visibility of future sales, potential non-realization of expected orders or non-realization of backlog, product returns, product liability, and other potential adverse business or economic conditions or adverse changes in current or expected conditions, business disruptions, industry downturns, epidemics, disasters, wars or potential future effects of the tragic events of Sept. 11, variations in customer order preferences, fluctuations in market prices of the company's common stock and potential unavailability of additional capital on favorable terms, difficulties in implementing company strategies, dealing with environmental matters, litigation or governmental or customer qualification of our products, manufacturing facilities and processes, difficulties in determining and maintaining adequate insurance coverage and uninsured risks, difficulties protecting patents and other proprietary rights, inventory obsolescence. In addition to these factors and any other factors mentioned elsewhere in this news release, the reader should refer as well to the factors, uncertainties or risks identified in the company's most recent Form 10-K or subsequent Forms 10-Q and 8-K filed by Microsemi with the SEC. Additional risk factors shall be identified from time to time in Microsemi's future filings. Microsemi does not undertake to supplement or correct any information in this release that is or becomes incorrect.

(Financial Tables Follow)

                        MICROSEMI CORPORATION
               Unaudited Consolidated Income Statements
               (In thousands, except per share amounts)

                                    Quarter ended    Nine months ended
                                   June 29, June 27, June 29, June 27,
                                     2003     2004     2003     2004

NET SALES                         $ 50,534 $ 64,130 $144,620 $176,820
Cost of sales                       34,230   42,282  100,560  117,540
GROSS MARGIN                        16,304   21,848   44,060   59,280

Operating expenses:
  Selling, general and
   administrative                    9,351    9,816   27,459   28,876
  Research and development           4,974    5,250   14,762   15,362
  Amortization of intangible
   assets                              303      302    1,016      908
  Restructuring charges                  -    1,277      686    7,241
  Gain on sales of assets, net           -        -   (2,393)       -

  Total operating expenses          14,628   16,645   41,530   52,387

OPERATING INCOME                     1,676    5,203    2,530    6,893

Interest and other income
 (expense), net                         69       44      (96)     179

INCOME BEFORE INCOME TAXES           1,745    5,247    2,434    7,072

Provision for income taxes             576    1,732      803    2,334

Income before cumulative effect
 of a change in accounting
 principle                           1,169    3,515    1,631    4,738
Cumulative effect of a change in
 accounting principle, net of
 income taxes                            -        -  (14,655)       -
NET INCOME (LOSS)                 $  1,169 $  3,515 $(13,024)$  4,738

Basic and Diluted earnings (loss)
 per share
Earnings before a change in
 accounting principle             $   0.02 $   0.06 $   0.03 $   0.08
Change in accounting principle           -        -    (0.25)       -
Earnings (loss) per share         $   0.02 $   0.06 $  (0.22)$   0.08

Common and common equivalent
 shares outstanding:
Basic                               57,910   59,483   57,862   58,529
Diluted                             59,156   62,608   58,550   61,327



                        MICROSEMI CORPORATION
       Schedule Reconciling GAAP Earnings to Pro Forma Earnings
                            (in thousands)

                                    Quarter ended    Nine months ended
                                   June 29, June 27, June 29, June 27,
                                     2003     2004     2003     2004

GAAP NET INCOME (LOSS)             $  1,169 $ 3,515  $(13,024)$ 4,738

The pro forma amounts have been
 adjusted to exclude the following
 items:

Excluded from cost of sales
   Non-recurring
    restructuring-related
    expenses                       $      - $ 2,157  $  1,770 $ 4,888

Excluded from operating expenses
   Amortization of intangible assets    303     302     1,016     908
   Cumulative effect of a change in
    accounting principle for goodwill     -       -    22,705       -
   Gain on sales of assets, net           -       -    (2,393)      -
   Impairment of long-lived asset         -   1,000         -   1,000
   Restructuring related costs            -     277       686   6,241
                                        303   3,736    23,784  13,037
Income tax effect                       100   1,232     8,406   4,302
Net effect of adjustments to GAAP
 net income                        $    203 $ 2,504  $ 15,378 $ 8,735

PRO FORMA NET INCOME               $  1,372 $ 6,019  $  2,354 $13,473

            Schedule Reconciling Reported Financial Ratios

                                          Quarter ended
                            June 29, 2003 March 28, 2004 June 27, 2004

GAAP gross margin                32.3%          33.3%         34.1%
Effect of reconciling items
 on gross margin                    -            2.8%          3.3%
Pro forma gross margin           32.3%          36.1%         37.4%

To supplement the consolidated financial results prepared under generally accepted accounting principles ("GAAP"), Microsemi uses a non-GAAP conforming, or pro forma measure of results that equals GAAP results adjusted to exclude certain costs, expenses and gains. Pro forma results give an indication of Microsemi's baseline performance in regard to the operating results before gains, losses or other charges that are considered by management to be outside of the company's core operating results. In addition, pro forma results are among the primary indicators management uses as a basis for planning and forecasting future periods. These measures are not in accordance with, or an alternative for, GAAP and may be materially different from pro forma measures used by other companies. Microsemi computes pro forma results principally by adjusting GAAP results with the impact of acquisition-related charges, restructuring charges, and other non-recurring charges and credits.

                         MICROSEMI CORPORATION
               Pro Forma Consolidated Income Statements
               (In thousands, except per share amounts)

                                     Quarter ended   Nine months ended
                                   June 29, June 27, June 29, June 27,
                                     2003     2004     2003     2004

NET SALES                        $  50,534 $ 64,130 $144,620 $176,820
Cost of sales                       34,230   40,125   98,790  112,652

GROSS MARGIN                        16,304   24,005   45,830   64,168

Operating expenses:
 Selling, general and
  administrative                     9,351    9,816   27,459   28,876
 Research and development            4,974    5,250   14,762   15,362

 Total operating expenses           14,325   15,066   42,221   44,238

OPERATING INCOME                     1,979    8,939    3,609   19,930
Interest and other income
 (expense), net                         69       44      (96)     179

INCOME BEFORE INCOME TAXES           2,048    8,983    3,513   20,109

Provision for income taxes             676    2,964    1,159    6,636

PRO FORMA NET INCOME             $   1,372 $  6,019 $  2,354 $ 13,473

Pro Forma Earnings per share:
   Basic                         $    0.02 $   0.10 $   0.04 $   0.23
   Diluted                       $    0.02 $   0.10 $   0.04 $   0.22

Common and common equivalent
 shares outstanding:
   Basic                            57,910   59,483   57,862   58,529
   Diluted                          59,156   62,608   58,550   61,327



                        MICROSEMI CORPORATION
           Condensed Unaudited Consolidated Balance Sheets
                            (in thousands)

                                          Sept. 28, 2003 June 27, 2004
ASSETS

  Current Assets:
    Cash and cash equivalents          $       29,353 $      41,160
    Accounts receivable, net                   28,866        33,837
    Inventories                                53,679        58,555
    Deferred income taxes                       5,239         5,239
    Other current assets                        1,234         2,906
    Total current assets                      118,371       141,697

    Property and equipment, net                62,973        61,444
    Deferred income taxes                      10,162        10,162
    Goodwill                                    3,258         3,258
    Other intangible assets, net                6,622         5,714
    Other assets                                4,257         4,262

TOTAL ASSETS                           $      205,643 $     226,537

LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities                  $       31,203 $      42,613
  Long-term debt                                  449           406
  Other long-term liabilities                   4,131         3,940
  Stockholders' equity                        169,860       179,578

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                $      205,643 $     226,537

SOURCE: Microsemi Corp.

Microsemi Corp., Irvine
David R. Sonksen (Investors), 949-221-7101
or
Cliff Silver (Media), 949-221-7112
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