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Net sales for
Non-GAAP gross margin was 56.2 percent, sequentially improving 120 basis points and non-GAAP operating margin was 23.4 percent, sequentially improving 140 basis points. Non-GAAP net income was
"We are pleased to deliver sound results and guidance," said
Business Outlook
Non-GAAP Financial Measures
For further information regarding
Information for Third Fiscal Quarter 2012 Earnings Conference Call and Webcast:
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Date: |
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Time: |
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To access the webcast, log on to www.microsemi.com, go to the Investors section and then to Events and Presentations. To listen to the live webcast, visit this website approximately 15 minutes prior to the start of the call to register, download and install any necessary audio software. For those unable to participate during the live webcast, a replay will be available shortly after the call on the website for 90 days.
To participate in the conference call by telephone, call 877-264-1110 or 706-634-1357 at approximately
A telephonic replay will be available from
About
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, including without limitation statements concerning
(Financial Tables Follow)
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Quarter Ended |
Nine Months Ended | |||||||||
|
|
|
|
|
| ||||||
|
Net sales |
$ |
259,195 |
$ |
249,306 |
$ |
216,722 |
$ |
749,421 |
$ |
608,563 |
|
Selected GAAP Financial Measures |
||||||||||
|
Gross profit |
$ |
144,593 |
$ |
131,868 |
$ |
123,631 |
$ |
402,197 |
$ |
311,296 |
|
Gross margin |
55.8% |
52.9% |
57.0% |
53.7% |
51.2% | |||||
|
Operating income |
$ |
21,320 |
$ |
11,118 |
$ |
28,259 |
$ |
31,770 |
$ |
26,228 |
|
Operating margin |
8.2% |
4.5% |
13.0% |
4.2% |
4.3% | |||||
|
Net income (loss) |
$ |
8,126 |
$ |
(4,792) |
$ |
32,778 |
$ |
(41,268) |
$ |
12,354 |
|
Diluted earnings (loss) per share |
$ |
0.09 |
$ |
(0.06) |
$ |
0.38 |
$ |
(0.48) |
$ |
0.15 |
|
Selected Non-GAAP Financial Measures |
||||||||||
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Gross profit |
$ |
145,641 |
$ |
137,030 |
$ |
123,682 |
$ |
414,532 |
$ |
339,039 |
|
Gross margin |
56.2% |
55.0% |
57.1% |
55.3% |
55.7% | |||||
|
Operating income |
$ |
60,706 |
$ |
54,882 |
$ |
56,842 |
$ |
167,394 |
$ |
152,255 |
|
Operating margin |
23.4% |
22.0% |
26.2% |
22.3% |
25.0% | |||||
|
Net income |
$ |
48,282 |
$ |
40,296 |
$ |
42,041 |
$ |
122,175 |
$ |
111,548 |
|
Diluted earnings per share |
$ |
0.55 |
$ |
0.46 |
$ |
0.49 |
$ |
1.40 |
$ |
1.32 |
Additional details reconciling the selected GAAP financial measure to the selected non-GAAP financial measure may be found in the "Selected Non-GAAP Financial Measures and Schedule Reconciling Selected Non-GAAP Financial Measures to Comparable GAAP Financial Measures" table and in footnotes (1) to (10) below.
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Quarter Ended |
Nine Months Ended | |||||||||
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|
|
|
|
| ||||||
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GAAP gross profit |
$ |
144,593 |
$ |
131,868 |
$ |
123,631 |
$ |
402,197 |
$ |
311,296 |
|
Inventory write-offs due to realignment activities (1) |
— |
— |
— |
— |
16,606 | |||||
|
Remediation and impairment of fixed assets (1) |
— |
— |
— |
— |
5,592 | |||||
|
Manufacturing profit in acquired inventory (2) |
1,048 |
1,977 |
51 |
9,150 |
5,545 | |||||
|
|
— |
3,185 |
— |
3,185 |
— | |||||
|
Non-GAAP gross profit |
$ |
145,641 |
$ |
137,030 |
$ |
123,682 |
$ |
414,532 |
$ |
339,039 |
|
GAAP operating income |
$ |
21,320 |
$ |
11,118 |
$ |
28,259 |
$ |
31,770 |
$ |
26,228 |
|
Adjustments to GAAP gross profit |
1,048 |
5,162 |
51 |
12,335 |
27,743 | |||||
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Restructuring and other special charges (1) |
2,574 |
1,472 |
2,678 |
11,738 |
23,605 | |||||
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Amortization of intangible assets (4) |
26,049 |
26,472 |
16,766 |
77,383 |
44,783 | |||||
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Stock based compensation (5) |
9,449 |
10,046 |
6,776 |
27,026 |
21,165 | |||||
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Exceptional legal matters (6) |
85 |
167 |
12 |
369 |
96 | |||||
|
Acquisition costs (7) |
181 |
445 |
2,300 |
6,773 |
8,635 | |||||
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Non-GAAP operating income |
$ |
60,706 |
$ |
54,882 |
$ |
56,842 |
$ |
167,394 |
$ |
152,255 |
|
GAAP net income (loss) |
$ |
8,126 |
$ |
(4,792) |
$ |
32,778 |
$ |
(41,268) |
$ |
12,354 |
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Adjustments to GAAP gross profit and operating income |
39,386 |
43,764 |
28,583 |
135,624 |
126,027 | |||||
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Loss (gain) from facility closures and asset disposal (1) |
144 |
(23) |
(2,011) |
1,768 |
(2,011) | |||||
|
|
— |
(325) |
— |
1,534 |
— | |||||
|
Credit facility issuance and refinancing costs (8) |
344 |
1,529 |
— |
35,904 |
14,218 | |||||
|
(Gain) loss in debt and derivative instruments (9) |
(245) |
(61) |
(3,139) |
(5,409) |
1,146 | |||||
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Income tax effect on non-GAAP adjustments (10) |
527 |
204 |
(14,170) |
(5,978) |
(40,186) | |||||
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Non-GAAP net income |
$ |
48,282 |
$ |
40,296 |
$ |
42,041 |
$ |
122,175 |
$ |
111,548 |
|
GAAP diluted earnings (loss) per share |
$ |
0.09 |
$ |
(0.06) |
$ |
0.38 |
$ |
(0.48) |
$ |
0.15 |
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Effect of non-GAAP adjustments on diluted earnings per share |
0.46 |
0.52 |
0.11 |
1.88 |
1.17 | |||||
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Non-GAAP diluted earnings per share |
$ |
0.55 |
$ |
0.46 |
$ |
0.49 |
$ |
1.40 |
$ |
1.32 |
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Weighted average diluted shares used in calculating non-GAAP diluted earnings per share |
87,941 |
87,454 |
86,208 |
87,190 |
84,297 | |||||
Additional details reconciling the selected GAAP financial measure to the selected non-GAAP financial measure may be found in Notes Reconciling Non-GAAP Financial Information to GAAP Financial Information and in footnotes (1) — (10) below.
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Summary of Schedule Reconciling Selected Non-GAAP Financial Measures to Comparable GAAP Financial Measures Quarter Ended (Unaudited, in thousands except for per share amounts) | |||||||
|
GAAP |
Non-GAAP Adjustments |
Non-GAAP | |||||
|
Net sales |
$ |
259,195 |
$ |
— |
$ |
259,195 | |
|
Gross profit |
$ |
144,593 |
$ |
1,048 |
$ |
145,641 | |
|
Operating expense |
$ |
123,273 |
$ |
(38,338) |
$ |
84,935 | |
|
Operating income |
$ |
21,320 |
$ |
39,386 |
$ |
60,706 | |
|
Interest and other expense, net |
$ |
(9,033) |
$ |
243 |
$ |
(8,790) | |
|
Income before income taxes |
$ |
12,287 |
$ |
39,629 |
$ |
51,916 | |
|
Provision for income taxes |
$ |
4,161 |
$ |
(527) |
$ |
3,634 | |
|
Net income |
$ |
8,126 |
$ |
40,156 |
$ |
48,282 | |
|
Diluted earnings per share |
$ |
0.09 |
$ |
0.46 |
$ |
0.55 | |
Additional details reconciling the selected GAAP financial measure to the selected non-GAAP financial measure may be found in Notes Reconciling Non-GAAP Financial Information to GAAP Financial Information and in footnotes (1) — (10) below.
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Consolidated Condensed Income and Operating Cash Flow (Unaudited, in thousands, except per share amounts) | ||||||||||||
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Quarter Ended |
Nine Months Ended | |||||||||||
|
|
|
|
July 1, 2012 |
July 3, 2011 | ||||||||
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NET SALES |
$ |
259,195 |
$ |
249,306 |
$ |
216,722 |
$ |
749,421 |
$ |
608,563 | ||
|
Cost of sales |
114,602 |
117,438 |
93,091 |
347,224 |
297,267 | |||||||
|
GROSS PROFIT |
144,593 |
131,868 |
123,631 |
402,197 |
311,296 | |||||||
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Operating expenses: |
||||||||||||
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Selling, general and administrative |
51,354 |
51,526 |
46,096 |
151,449 |
129,667 | |||||||
|
Research and development |
43,950 |
42,188 |
29,559 |
125,739 |
81,712 | |||||||
|
Amortization of intangible assets |
26,049 |
26,472 |
16,766 |
77,383 |
44,783 | |||||||
|
Acquisition costs |
181 |
445 |
2,300 |
6,773 |
8,635 | |||||||
|
Restructuring charges |
1,739 |
119 |
651 |
9,083 |
20,271 | |||||||
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Total operating expenses |
123,273 |
120,750 |
95,372 |
370,427 |
285,068 | |||||||
|
OPERATING INCOME |
21,320 |
11,118 |
28,259 |
31,770 |
26,228 | |||||||
|
Interest and other income (expense), net |
(9,033) |
(11,229) |
533 |
(64,505) |
(26,315) | |||||||
|
INCOME (LOSS) BEFORE INCOME TAXES |
12,287 |
(111) |
28,792 |
(32,735) |
(87) | |||||||
|
Provision (benefit) for income taxes |
4,161 |
4,681 |
(3,986) |
8,533 |
(12,441) | |||||||
|
NET INCOME (LOSS) |
$ |
8,126 |
$ |
(4,792) |
$ |
32,778 |
$ |
(41,268) |
$ |
12,354 | ||
|
Earnings (loss) per share |
||||||||||||
|
Basic |
$ |
0.09 |
$ |
(0.06) |
$ |
0.39 |
$ |
(0.48) |
$ |
0.15 | ||
|
Diluted |
$ |
0.09 |
$ |
(0.06) |
$ |
0.38 |
$ |
(0.48) |
$ |
0.15 | ||
|
Common and common equivalent shares outstanding: |
||||||||||||
|
Basic |
86,000 |
85,645 |
84,263 |
85,652 |
82,317 | |||||||
|
Diluted |
87,941 |
85,645 |
86,208 |
85,652 |
84,297 | |||||||
|
OPERATING |
$ |
54,697 |
$ |
42,084 |
$ |
59,277 |
$ |
115,991 |
$ |
87,012 | ||
|
Capital expenditures |
(13,075) |
(14,229) |
(7,140) |
(39,750) |
(19,367) | |||||||
|
FREE |
$ |
41,622 |
$ |
27,855 |
$ |
52,137 |
$ |
76,241 |
$ |
67,645 | ||
|
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|
Condensed Consolidated Balance Sheets | ||||
|
(Unaudited, in thousands) | ||||
|
|
| |||
|
ASSETS |
||||
|
Current assets: |
||||
|
Cash and cash equivalents |
$ |
167,053 |
$ |
266,631 |
|
Accounts receivable, net |
153,709 |
110,908 | ||
|
Inventories |
155,548 |
140,827 | ||
|
Other current assets |
64,983 |
59,524 | ||
|
Total current assets |
541,293 |
577,890 | ||
|
Non-current assets |
1,397,399 |
892,583 | ||
|
TOTAL ASSETS |
$ |
1,938,692 |
$ |
1,470,473 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||
|
Current liabilities |
$ |
180,128 |
$ |
153,689 |
|
Long-term amounts on credit facility |
797,875 |
357,384 | ||
|
Other long-term liabilities |
75,332 |
67,293 | ||
|
Stockholders' equity |
885,357 |
892,107 | ||
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$ |
1,938,692 |
$ |
1,470,473 |
During the first quarter of 2012, we closed the measurement period for the acquisition of
Notes Reconciling Non-GAAP Financial Information to GAAP Financial Information
To supplement the consolidated financial results prepared in accordance with Generally Accepted Accounting Principles ("GAAP"), this press release and its attachments include non-GAAP financial measures that exclude items listed in the footnotes below. Management excludes these items because it believes that the non-GAAP measures enhance an investor's overall understanding of our financial performance and future prospects by being more reflective of our core operational activities and to be more comparable with our results over various periods. Management uses non-GAAP financial measures internally for strategic decision making, forecasting future results and evaluating current performance. Guidance is provided only on a non-GAAP basis due to the inherent difficulty of forecasting the timing or amount of certain items that have been excluded from the forward-looking non-GAAP measures,
and a reconciliation to the comparable GAAP guidance has not been provided because certain factors that are materially significant to
The items excluded from GAAP financial results in calculating non-GAAP financial measures, are set forth below:
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(1) |
Restructuring activities involve the closure, sale and consolidation of certain of |
|
(2) |
Manufacturing profit in acquired inventory result from purchase-accounting adjustments to increase the value of inventory acquired to its fair value. As the acquired inventory is sold, the associated manufacturing profit in acquired inventory increases cost of goods sold and reduces gross profit. The manufacturing profit in acquired inventory has been excluded to facilitate comparability of gross profit between periods. In addition, management excludes the impact of manufacturing profit in acquired inventory in internal measurements of gross profit as it does not reflect continuing operations of acquired operations. |
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(3) |
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(4) |
While amortization of acquisition related intangible assets is expected to continue in the future, for internal analysis of |
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(5) |
Stock based compensation has been excluded as management excludes these expenses when evaluating operating activities and for strategic decision making, forecasting future results and evaluating current performance. |
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(6) |
Amounts have related to expenses from previously disclosed matters and actions related to the |
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(7) |
Under relevant accounting guidance, acquisition costs for business combinations are expensed as incurred rather than capitalized into the purchase price of an acquisition. These costs have been excluded as management excludes these expenses when evaluating operating activities and for strategic decision making, forecasting future results and evaluating current performance. |
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(8) |
Debt issuance and refinancing costs have been excluded as they are discrete charges we incurred to issue or refinance our credit facility. In the third quarter we recorded |
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(9) |
Changes in the fair value of term loan balances outstanding and related interest rate swaps do not result in a change to the principal we owe and are non-cash amounts that management excludes from internal measurements and from forecasting future results. We elected the fair value option in accounting for term loan balances outstanding under |
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(10) |
The tax effect on non-GAAP adjustments represents the difference in the provision for income taxes that resulted from non-GAAP adjustments to pretax income and also certain acquisition-related and nondeductible stock-based compensation items, non-cash valuation allowance charges and releases related to deferred tax assets. These amounts are excluded as non-GAAP adjustments as the requirement or releases of valuation allowance related to restructuring activities or acquisitions are not viewed by management as being reflective of the business' ongoing tax position. |
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