-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B9flyXbzEE4uSOwIwIsrBxhAecwbdNN/qMwemoCoPYcoQV3qDMimqhx55YITQAHs 3doA2XIo/b/5GUeyA58YSA== 0000950153-02-000705.txt : 20020418 0000950153-02-000705.hdr.sgml : 20020418 ACCESSION NUMBER: 0000950153-02-000705 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020417 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ON SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0001097864 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 363840979 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30419 FILM NUMBER: 02614001 BUSINESS ADDRESS: STREET 1: 5005 EAST MCDOWELL ROAD CITY: PHOENIX STATE: AZ ZIP: 85008 BUSINESS PHONE: 6022446600 MAIL ADDRESS: STREET 1: 5005 EAST MCDOWELL ROAD CITY: PHOENIX STATE: AZ ZIP: 85008 FORMER COMPANY: FORMER CONFORMED NAME: SCG HOLDING CORP DATE OF NAME CHANGE: 19991027 8-K 1 p66453ae8-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 17, 2002 Date of report (Date of earliest event reported) ON Semiconductor Corporation (Exact name of registrant as specified in its charter) Delaware 000-30419 36-3840979 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) ON Semiconductor Corporation 5005 E. McDowell Road Phoenix, Arizona 85008 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 602-244-6600 (Registrant's telephone number, including area code) 1 ITEM 5. OTHER EVENTS. Attached to this Current Report as Exhibit 99 is a copy of a press release for ON Semiconductor Corporation dated April 17, 2002 titled "ON Semiconductor Announces First Quarter Results and Provides Second Quarter Guidance." ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired Not applicable. (b) Pro Forma Financial Information Not applicable. (c) Exhibits Exhibit Number Description 99 Press release for ON Semiconductor Corporation dated April 17, 2002 titled "ON Semiconductor Announces First Quarter Results and Provides Second Quarter Guidance." 2 SIGNATURES 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. ON SEMICONDUCTOR CORPORATION ---------------------------- (Registrant) Date: April 17, 2002 By: /S/ G. SONNY CAVE -------------------------------- G. Sonny Cave Vice President, Secretary and General Counsel 3 EXHIBIT INDEX Exhibit Number Description 99 Press release for ON Semiconductor Corporation dated April 17, 2002 titled "ON Semiconductor Announces First Quarter Results and Provides Second Quarter Guidance." 4 EX-99 3 p66453aex99.txt EX-99 EXHIBIT 99 [ON logo appears here] Everett Tackett, APR Rudy Garcia Director Public Relations Director Investor Relations ON Semiconductor ON Semiconductor (602) 244-4534 (602) 244-3437 everett.tackett@onsemi.com rudy.garcia@onsemi.com ON SEMICONDUCTOR ANNOUNCES FIRST QUARTER RESULTS AND PROVIDES SECOND QUARTER GUIDANCE - Total Revenues Up From Prior Quarter, Exceeds Guidance - Backlog Up 12% From Prior Quarter - Gross Margin Improved From 14% to 22% Sequentially - EBITDA Up By $18 Million From Prior Quarter PHOENIX, ARIZ. - APRIL 17, 2002 - - ON Semiconductor Corporation (Nasdaq: ONNN) today announced that total revenues in the first quarter of 2002 were $269 million, a sequential increase from the fourth quarter of 2001, exceeding previous guidance of sequentially flat to slightly down. The Company had a pro forma net loss, excluding restructuring charges, of $43 million, or $0.26 per share, in the first quarter of 2002, ahead of First Call's consensus loss estimate of $0.31 per share. During the first quarter of 2002, restructuring charges of $7 million were incurred primarily associated with previously announced workforce reductions in Europe. Including restructuring charges, the Company reported a net loss of $50 million, or $0.30 per share, in the first quarter of 2002. EBITDA (as defined below) was $29 million in the first quarter of 2002 as compared to $11 million in the fourth quarter of 2001. Gross margin improved to 22 percent in the first quarter, up from 14 percent in the prior quarter, as further cost reductions were realized and factory utilization improved to over 65 percent in the first quarter from approximately 50 percent in the fourth quarter of 2001. The Company is on track to complete actions by the end of 2002 that it currently expects to generate approximately $360 million of annualized cost savings, as compared to its cost structure as of the first quarter of 2001. As of the end of the first quarter of 2002, the Company completed actions to achieve an estimated $290 million of these savings. Backlog at the end of the first quarter of 2002 was $223 million, an increase of $24 million from the end of fourth quarter of 2001. "The market continues to provide us with strong indications of 5 stabilization," said Steve Hanson, ON Semiconductor president and CEO. "We have capitalized on this trend with an initiative targeting the PC market that provides our customers with advanced analog ICs as well as the critical MOS power devices to complete the system-level solution. Customers such as Astec, Legend QDI and Samsung are designing our parts into some of their most advanced offerings. To demonstrate our commitment to this market, we introduced several exciting new devices. Using our MicroIntegration(TM) process, we introduced a USB compatible protection filter. Alcatel is using this part in its latest DSL modem. The success of this initiative spilled over into other markets as well. This quarter, we announced significant design wins at TCL, China's largest television manufacturer, and Hi-Tech, China's largest producer of PDAs." "We have become a different company over the course of the previous year and strengthened our leadership team that will chart the direction of our new company," Hanson added. "Syrus Madavi is now our executive chairman and chairman of the board. John Kurtzweil has joined us as senior vice president, CFO and treasurer and Bill Bradford recently came aboard as senior vice president of sales and marketing. Our ability to attract this high-level talent clearly reflects the great potential of our company. All of this is happening at the right time; backlog is up from the prior quarter and consumer confidence is rising. We are preparing for the increase in demand that we expect to follow." "Regarding our second quarter outlook, we expect revenues and margins to show sequential improvement again with the continued strength of orders, particularly in Asia, and further execution on our cost saving activities. We anticipate total revenues to be between $270-$275 million in the second quarter with gross margins increasing to 25-27 percent and operating expenses remaining flat to slightly down from the first quarter. At these revenue and expense levels for the second quarter, we expect to reduce the loss per share to $0.20-$0.24. EBITDA is expected to be in the range of $45-$50 million." EBITDA represents net income (loss) before interest expense, provision for income taxes, depreciation and amortization expense, restructuring and other charges and minority interests. "With improving financials and our continued focus on providing power and data management solutions, we are excited about strengthening our competitive position as the market begins to recover," Hanson said. ABOUT ON SEMICONDUCTOR ON Semiconductor (Nasdaq: ONNN) offers an extensive portfolio of power and data management semiconductors and standard semiconductor components that address the design needs of today's 6 sophisticated electronic products, appliances and automobiles. For more information visit ON Semiconductor's Web site at http://www.onsemi.com. # # # ON Semiconductor and the ON Semiconductor logo are registered trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective holders. Although the company references its Web site in this news release, such information on the Web site is not to be incorporated herein. This news release includes "forward-looking statements" as that term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are statements that could be deemed forward-looking statements and are often characterized by the use of words such as "believes," "expects," "estimates," "projects," "may," "will," "intends," "plans," or "anticipates," or by discussions of strategy, plans or intentions. In this news release, forward-looking information relates to second quarter 2002 total revenues, gross margin, loss per share, EBITDA, cost reductions and similar matters. All forward-looking statements in this news release are made based on management's current expectations and estimates, which involve risks, uncertainties and other factors that could cause results to differ materially from those expressed in forward-looking statements. Among these factors are our recently incurred substantial operating losses and anticipated future losses, changes in overall economic conditions, the cyclical nature of the semiconductor industry, changes in demand for our products, changes in inventories at our customers and distributors, technological and product development risks, availability of manufacturing capacity, availability of raw materials, competitors' actions, loss of key customers, order cancellations or reduced bookings, changes in manufacturing yields, restructuring programs and the impact of such programs, control of costs and expenses, inability to reduce manufacturing and general and administrative costs, litigation, risks associated with acquisitions and dispositions, changes in management, risks associated with our substantial leverage and restrictive covenants in our debt agreement (including those relating to the increased cost of servicing our debt and complying with the additional restrictions imposed as a result of the August 2001 amendment to our senior credit facilities), possible future delisting of our common stock by Nasdaq, risks associated with our international operations, terrorist activities both in the United States and internationally, and risks involving environmental or other governmental regulation. Additional factors that could affect the company's future operating results are described in our Form 10-K for the year ended December 31, 2001 under the caption "Trends, Risk and Uncertainties" in the MD&A section, and other factors are described from time to time in our SEC filings. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information. 7 ON SEMICONDUCTOR UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS (in millions, except per share data)
THREE MONTHS ENDED MARCH 29, DECEMBER 31, MARCH 30, 2002 2001 2001 --------- ------------ --------- Total revenues $ 269.1 $ 266.9 $ 360.5 Cost of sales 210.9 230.2 273.9 --------- ------------ --------- Gross profit 58.2 36.7 86.6 --------- ------------ --------- Operating expenses: Research and development 17.3 17.0 22.9 Selling and marketing 14.6 15.4 23.8 General and administrative 29.2 26.6 36.8 Amortization of goodwill and other intangibles 3.0 5.6 5.8 Restructuring and other charges 7.1 16.6 38.0 --------- ------------ --------- Total operating expenses 71.2 81.2 127.3 --------- ------------ --------- Operating loss (13.0) (44.5) (40.7) --------- ------------ --------- Other income (expenses), net: Interest expense (34.7) (40.1) (29.2) Equity in earnings of joint ventures 1.2 0.8 0.6 Gain on sale of investment in joint venture -- -- 3.1 --------- ------------ --------- Other income (expenses), net (33.5) (39.3) (25.5) --------- ------------ --------- Loss before income taxes, minority interests and cumulative effect of accounting change (46.5) (83.8) (66.2) Income tax (provision) benefit (3.7) (368.4) 22.7 Minority interests 0.2 1.3 0.5 --------- ------------ --------- Net loss before cumulative effect of accounting change (50.0) (450.9) (43.0) Cumulative effect of accounting change (net of tax) -- -- (116.4) --------- ------------ --------- Net loss (50.0) (450.9) (159.4) Less: Redeemable preferred stock dividends (2.1) (1.9) -- --------- ------------ --------- Net loss available for common stock $ (52.1) $ (452.8) $ (159.4) ========= ============ ========= Loss per common share: Basic: Net loss before cumulative effect of accounting change $ (0.30) $ (2.60) $ (0.25) Cumulative effect of accounting change -- -- (0.67) --------- ------------ --------- Net loss $ (0.30) $ (2.60) $ (0.92) ========= ============ ========= Diluted: Net loss before cumulative effect of accounting change $ (0.30) $ (2.60) $ (0.25) Cumulative effect of accounting change -- -- (0.67) --------- ------------ --------- Net loss $ (0.30) $ (2.60) $ (0.92) ========= ============ ========= Weighted average common shares outstanding: Basic 174.8 174.3 172.8 ========= ============ ========= Diluted 174.8 174.3 172.8 ========= ============ =========
8 ON SEMICONDUCTOR CONSOLIDATED BALANCE SHEETS (in millions)
MARCH 29, DECEMBER 31, 2002 2001 --------- ------------ (UNAUDITED) ASSETS Cash and cash equivalents $ 147.6 $ 179.8 Receivables, net 152.7 142.3 Inventories, net 170.2 183.7 Other current assets 46.1 45.0 --------- ------------ Total current assets 516.6 550.8 Property, plant and equipment, net 528.6 555.5 Investments in joint ventures 33.3 32.1 Goodwill and other intangibles, net 114.3 117.2 Other assets 101.8 104.8 --------- ------------ Total assets $ 1,294.6 $ 1,360.4 ========= ============ LIABILITIES, MINORITY INTERESTS, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT Accounts payable $ 111.9 $ 111.5 Accrued expenses 108.9 111.6 Deferred income on sales to distributors 78.1 99.4 Current portion of long-term debt 12.6 12.4 --------- ------------ Total current liabilities 311.5 334.9 Long-term debt 1,372.8 1,374.5 Other long-term liabilities 68.3 62.7 --------- ------------ Total liabilities 1,752.6 1,772.1 --------- ------------ Minority interests in consolidated subsidiaries 3.9 4.1 --------- ------------ Redeemable preferred stock 103.7 101.6 Common stock 1.8 1.7 Additional paid-in capital 738.1 738.8 Accumulated other comprehensive income (30.4) (32.8) Accumulated deficit (1,275.1) (1,225.1) --------- ------------ Total stockholders' deficit (565.6) (517.4) --------- ------------ Total liabilities, minority interests and stockholders' deficit $ 1,294.6 $ 1,360.4 ========= ============
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