-----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, P3Ia9D5y1rEetmSxzRsb77Gz49e9iZQ60w8Dpn/6wc+3hxkEd/u+jXOVyjQ2bs78 VVP+mAPh2VZEeGCH8e4i/g== 0001021408-02-005779.txt : 20020426 0001021408-02-005779.hdr.sgml : 20020426 ACCESSION NUMBER: 0001021408-02-005779 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020425 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROSEMI CORP CENTRAL INDEX KEY: 0000310568 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952110371 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08866 FILM NUMBER: 02621758 BUSINESS ADDRESS: STREET 1: 2381 MORSE AVENUE CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 7149798220 FORMER COMPANY: FORMER CONFORMED NAME: MICROSEMICONDUCTOR CORP DATE OF NAME CHANGE: 19830323 8-K 1 d8k.txt MICROSEMI CORP 8-K - RE APRIL 25, 2002 EVENT 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 Date of Report (Date of earliest event reported): April 25, 2002 - -------------------------------------------------------------------------------- MICROSEMI CORPORATION - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 0-8866 95-2110371 --------- ------ ---------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 2381 Morse Avenue, Irvine, California 92614 - -------------------------------------------------------------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (949) 221-7100 - -------------------------------------------------------------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed, since last report) Item 7. Financial Statements and Exhibits. The Exhibit Index, which immediately follows the signatures hereto, is incorporated herein by this reference. Item 9. Regulation FD Disclosure. On April 25, 2002, the Registrant announced its results for the second quarter in the News Release attached hereto as Exhibit 99.1 and incorporated herein by this reference. Subsequently the Registrant hosted its Second Quarter Conference Call with management to discuss results for the quarter. To access a recording of the webcast, log on to: www.vcall.com and register, download and install any ------------- necessary audio software. The replay will be available on the Vcall Web site for 90 days. A telephonic replay will be available from 8 p.m. EDT (5 p.m. PDT) on Thursday, April 25th through 11 p.m. EDT (8 p.m. PDT) on Thursday, May 2nd. To access the telephonic replay, call 800/642-1687 or 706/645-9291 and enter the following ID Number: 3871908. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Any statements made in the conference call or 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 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 difficulties regarding the making of estimates and projections, hiring and retention of qualified technical personnel in a competitive labor market, acquiring and integrating new operations or assets, closing or disposing of operations or assets, rapidly changing technology and product obsolescence, the ability to realize cost savings or productivity gains, the ability to improve capacity utilization, potential cost increases, the strength and competitive pricing environment of the marketplace, demand for and acceptance of the company's products, the results of in-process or planned development, 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, business and economic conditions or adverse changes in current or expected industry conditions, business disruptions, future effects of the tragic events of September 11, customer order preferences, fluctuations in market prices of the company's common stock and availability of additional capital on favorable terms, difficulties in implementing company strategies, environmental matters, litigation, 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 filed on December 24, 2001, the Form 10-Q filed on February 13, 2002, and the final prospectus on Form S-3 filed on June 1, 2000, each filed by the Company with the Securities and Exchange Commission. The Company does not undertake to supplement or correct any information in this release that is or becomes incorrect. 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 hereunto duly authorized. MICROSEMI CORPORATION (Registrant) Date: April 25, 2002 By: /s/ David R. Sonksen --------------------- David R. Sonksen, Executive Vice President, Treasurer, Chief Financial Officer and Secretary INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ---------- -------------------- 99.1 News Release dated April 25, 2002 EX-99.1 3 dex991.txt NEWS RELEASE DATED APRIL, 25, 2002 Exhibit 99.1 (BW)(CA-MICROSEMI)(MSCC) Microsemi's Operating Momentum Continues IRVINE, Calif.--(BUSINESS WIRE)--April 25, 2002-- - -- Second Quarter Results in Line with Guidance - -- Gross Margins up 370 Basis Points over Prior Year Second Quarter - -- Positive Book-to-Bill Ratio of 1.02 for Second Quarter Microsemi Corp. (Nasdaq:MSCC) today reported results for its fiscal 2002 second quarter. Net sales for the quarter ended March 31, 2002 were $55 million, compared with net sales from continuing business of $60.7 million in the second quarter of 2001, which excluded net sales of $2.4 million from businesses closed. Second quarter pro forma net income (pro forma excludes items as indicated in attached table) was $2.6 million, or $0.09 per share diluted, compared with $4.7 million, or $0.16 per share diluted, in the second quarter of last year. James J. Peterson, president and CEO, stated that: "We are very pleased with our second quarter results, being within our guidance. Microsemi has benefited from its strong design win activity over the last 18 months and our strategic diversification." Revenues for the first six months of fiscal 2002 were $112 million compared with last fiscal year of $121.5 million which excludes $4.6 million from businesses closed. Pro forma net income for the first six months of fiscal year 2002 totaled $7.6 million, or $0.25 per share diluted, compared with $9.3 million, or $0.32 per share diluted, in the first half of fiscal year 2001. The company also reported previously announced Asset Impairments and Restructuring charges. The total of the charges, which is not reflected in the pro forma results reported above totaled $6.9 million. The Asset Impairment charges of $1.6 million relate to component assembly equipment at its Watertown, Mass. facility. The Restructuring charges of $5.3 million are associated with the company's Capacity Optimization and Profit Enhancement Program. The objectives of this program are to increase companywide capacity utilization and operating efficiencies through consolidations and realignments of operations. The program, when completed over the next 12 months, is expected to result in annual pre-tax cost savings of $5 million to $7 million. The book-to-bill ratio for the quarter was 1.02. Peterson said that: "The strength of our book-to-bill ratio and the modest decline in our revenues from a year ago demonstrate the value of our strategies. We have withstood this down cycle better than most." Business outlook for the third quarter is improved over the second quarter. Although the anticipated improvement in military orders has been slower to develop than anticipated, military order rates are expected to accelerate in the next two quarters. This is based upon contract awards and expectations reported by prime and second tier government suppliers as well as expectations for the 2003 defense budget. The positive book-to-bill ratio for the quarter is essentially due to growth in commercial markets. Revenues in the third quarter are expected to be $56 million to $58 million and diluted pro forma EPS is expected to be $0.09 to $0.11. About Microsemi Microsemi is a leading designer, manufacturer and marketer of analog, mixed-signal and discrete semiconductors. The company's semiconductors manage and regulate power, protect against transient voltage spikes and transmit, receive and amplify signals. Microsemi products include individual components as well as complete circuit solutions that enhance customer designs by providing battery optimization, reducing size or protecting circuits. Markets the company serves include mobile connectivity, computer/peripherals, telecommunications, medical, industrial/commercial, space/satellite and military. More information may be obtained by contacting the company directly or by visiting its Web site at http://www.microsemi.com. "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 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 difficulties regarding the making of estimates and projections, hiring and retention of qualified technical personnel in a competitive labor market, acquiring and integrating new operations or assets, closing or disposing of operations or assets, rapidly changing technology and product obsolescence, the ability to realize cost savings or productivity gains, the ability to improve capacity utilization, potential cost increases, the strength and competitive pricing environment of the marketplace, demand for and acceptance of the company's products, the results of in-process or planned development, 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, business and economic conditions or adverse changes in current or expected industry conditions, business disruptions, future effects of the tragic events of Sept. 11, customer order preferences, fluctuations in market prices of the company's common stock and availability of additional capital on favorable terms, difficulties in implementing company strategies, environmental matters, litigation, 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 filed on Dec. 24, 2001, the Form 10-Q filed on Feb. 13, 2002, and the final prospectus on Form S-3 filed on June 1, 2000, each filed by the company with the Securities and Exchange Commission. The company does not undertake to supplement or correct any information in this release that is or becomes incorrect. MICROSEMI CORP. Pro Forma Consolidated Income Statements Excluding Restructuring, Asset Impairments and Acquisition Related Amortization (In thousands, except per share data)
Quarter Ended Six Months Ended April 1, March 31, April 1, March 31, 2001 2002 2001 2002 NET SALES $ 63,131 $ 54,969 $ 126,136 $ 111,987 Cost of sales 42,578 35,035 85,609 70,234 GROSS MARGIN 20,553 19,934 40,527 41,753 Operating expenses: Selling, general and administrative 9,944 10,088 19,884 19,207 Research and development 3,774 5,793 7,197 10,947 Total operating expenses 13,718 15,881 27,081 30,154 OPERATING INCOME 6,835 4,053 13,446 11,599 Interest and other income (expense), net 222 (220) 402 (314) INCOME BEFORE PROVISION FOR INCOME TAXES 7,057 3,833 13,848 11,285 Provision for income taxes 2,329 1,265 4,570 3,724 PRO FORMA NET INCOME $ 4,728 $ 2,568 $ 9,278 $ 7,561 Pro Forma Earnings per share: Basic $ 0.17 $ 0.09 $ 0.33 $ 0.27 Diluted $ 0.16 $ 0.09 $ 0.32 $ 0.25 Common and common equivalent shares outstanding: Basic 27,830 28,607 27,826 28,469 Diluted 29,378 29,855(a) 29,358 29,987
(a) Adjusted to include dilutive effect of common stock equivalents since pro-forma results are income. The above pro forma amounts have been adjusted to exclude the following items: Restructuring charges for: Inventory write-off $ -- $ 1,580 $ -- $ 1,580 Work force reductions -- 2,047 -- 2,047 Facility abandonments -- 1,688 -- 1,688 Asset impairments -- 1,607 -- 1,607 Amortization of goodwill and other intangible assets 686 844 1,359 1,936 686 7,766 1,359 8,858 Income tax effect 226 2,563 448 2,923 Effect of pro forma adjustments on net income $ 460 $ 5,203 $ 911 $ 5,935
MICROSEMI CORP. Condensed Unaudited Consolidated Income Statements (In thousands, except per share data)
Quarter ended Six months ended April 1, March 31, April 1, March 31, 2001 2002 2001 2002 NET SALES $ 63,131 $ 54,969 $ 126,136 $ 111,987 Cost of sales (including inventory write-off due to restructuring) 42,578 36,615 85,609 71,814 GROSS MARGIN 20,553 18,354 40,527 40,173 Operating expenses: Selling, general and administrative 9,944 10,088 19,884 19,207 Research and development 3,774 5,793 7,197 10,947 Amortization of goodwill and other intangible assets 686 844 1,359 1,936 Restructuring charges -- 3,735 -- 3,735 Asset impairments -- 1,607 -- 1,607 Total operating expenses 14,404 22,067 28,440 37,432 OPERATING INCOME (LOSS) 6,149 (3,713) 12,087 2,741 Interest and other income (expense), net 222 (220) 402 (314) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 6,371 (3,933) 12,489 2,427 Provision (benefit) for income taxes 2,102 (1,298) 4,121 801 NET INCOME $ 4,268 $ (2,635) $ 8,368 $ 1,626 Earnings (loss) per share: Basic $ 0.15 $ (0.09) $ 0.30 $ 0.06 Diluted $ 0.15 $ (0.09) $ 0.29 $ 0.06 Common and common equivalent shares outstanding: Basic 27,830 28,607 27,826 28,469 Diluted 29,378 28,607 29,358 29,987
MICROSEMI CORP. Condensed Unaudited Consolidated Balance Sheets (In thousands)
Sept. 30 March 31, 2001 2002 ASSETS Current assets: Cash and cash equivalents $ 24,808 $ 15,822 Accounts receivable, net 37,950 35,156 Inventories 58,889 60,028 Other current assets 14,349 15,257 Total current assets 135,996 126,263 Property and equipment, net 63,380 68,084 Other assets 40,795 39,163 TOTAL ASSETS $ 240,171 $ 233,510 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $ 53,744 $ 41,698 Long-term debt 6,078 5,282 Other long-term liabilities 4,960 4,645 Stockholders' equity 175,389 181,885 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 240,171 $ 233,510
CONTACT: Microsemi Corp., Irvine David R. Sonksen (investor inquiries), 949/221-7101 Cliff Silver (editorial), 949/221-7112 -----END PRIVACY-ENHANCED MESSAGE-----