-----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, KDT1VropoA1NWOJZNWEfjGAZdZVspTTOv5djvbd4fhqEwkGGnxNhCUOonFCuxDxn t7PVgOz+pIUx56ENR22kEA== 0001171843-06-000092.txt : 20060427 0001171843-06-000092.hdr.sgml : 20060427 20060427164359 ACCESSION NUMBER: 0001171843-06-000092 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060427 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060427 DATE AS OF CHANGE: 20060427 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: 06785824 BUSINESS ADDRESS: STREET 1: 2381 MORSE AVENUE CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 949-221-7100 MAIL ADDRESS: STREET 1: 2381 MORSE AVENUE CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: MICROSEMICONDUCTOR CORP DATE OF NAME CHANGE: 19830323 8-K 1 f8k_04272006.htm FORM 8-K

UNITED STATES
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 27, 2006


Microsemi Corporation
(Exact name of registrant as specified in its charter)


DE
 
0-8866
 
95-2110371
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)


 
2381 Morse Avenue, Irvine, California
 
92614
 
  (Address of principal executive offices)   (Zip Code)  

Registrant's telephone number, including area code:   (949) 221-7100



________________________________________________________________________________
(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
  [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 27, 2006 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference and conducted a conference call substantially according to a conference call script, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

    Exhibit 99.1.       Press released dated April 27, 2006.
    Exhibit 99.2.       Conference call script dated April 27, 2006.


SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Microsemi Corporation
(Registrant)

April 27, 2006
(Date)
  /s/   DAVID R. SONKSEN
David R. Sonksen
Executive Vice President, Chief Financial Officer, Treasurer and Secretary


Exhibit Index

    Exhibit 99.1.       Press released dated April 27, 2006.
    Exhibit 99.2.       Conference call script dated April 27, 2006.


EX-99 2 exh991.htm EXHIBIT 99.1

Exhibit 99.1

Microsemi Reports Second Quarter 2006 Results

IRVINE, Calif., April 27, 2006 (PRIMEZONE) -- Microsemi Corporation (Nasdaq:MSCC) today reported results for its second quarter of fiscal year 2006.



 -- Net Sales for Quarter Increased 16 Percent over
    Prior Year Quarter
 -- Net Sales Increased 3 Percent in Second Quarter
    over First Quarter
 -- GAAP Diluted Earnings per Share of $0.20 versus
    $0.09 in Prior Year Quarter
 -- Non-GAAP Diluted Earnings per Share of $0.26 versus
    $0.16 in Prior Year Quarter
 -- GAAP Gross Margins 45.0 Percent
 -- Non-GAAP Gross Margins 51.1 Percent
 -- GAAP Operating Margins 23.5 Percent
 -- Non-GAAP Operating Margins 30.7 Percent
 -- Positive Book-to-Bill Ratio of 1.08 for Second Quarter

Net sales for Microsemi's second quarter, ended April 2, 2006, were $84.9 million, up 16 percent from net sales of $73.3 million in the second quarter of 2005, and up 3 percent from net sales of $82.2 million in the first quarter of 2006. Second quarter GAAP net income was $13.6 million, up 127 percent from $6.0 million in the second quarter of 2005. GAAP net income was $13.8 million in the first quarter of 2006. GAAP diluted earnings per share were $0.20 for the second quarter, compared to $0.09 in the second quarter of 2005 and $0.20 in the first quarter of 2006. GAAP gross margins increased to 45.0 percent in the second quarter, a 440 basis point increase over the 40.6 percent in the second quarter of 2005. GAAP gross margins were 48.1 percent in the first quarter. GAAP operating margins increased to 23.5 percent in the second quarter, a 1,140 basis point increase over the 12.1 percent in the second quarter of 2005 and a 20 basis point increase over the 23.3 percent in the first quarter of 2006.

For the second quarter, non-GAAP net income was $17.7 million, up 74 percent from $10.2 million in the second quarter of 2005 and up 11 percent from $16.0 million in the first quarter of 2006. Non-GAAP diluted earnings per share in the second quarter were $0.26, up from $0.16 in the second quarter of 2005 and $0.24 in the first quarter of 2006. Non-GAAP gross margins increased to 51.1 percent in the second quarter, a 640 basis point increase over the 44.7 percent in the second quarter of 2005 and a 110 basis point increase over the 50.0 percent in the first quarter of 2006. Non-GAAP operating margins increased to 30.7 percent in the second quarter, a 1,000 basis point increase over the 20.7 percent in the second quarter of 2005 and a 340 basis point increase over the 27.3 percent in the first quarter of 2006. Non-GAAP results are explained and reconciled to GAAP results in the attached tables. Non-GAAP income and non-GAAP operating margins exclude transitional idle capacity and inventory abandonments, a mortization of intangible assets, stock option compensation, loss on disposition of assets and restructuring and other special charges.

James J. Peterson, President and Chief Executive Officer, stated, "Microsemi's non-GAAP second quarter results exceeded 30 percent in operating margin, which is a measure of great semiconductor companies. We believe this demonstrates our execution in our top line growth as well as our effectiveness in consolidation activities. We believe that we can continue to drive revenue growth with the acceptance of our new products and also leverage efficiencies going forward to continuing to increase these margins in the coming years."

The book-to-bill ratio for the quarter was 1.08, which reflects strength in the Company's high reliability semiconductor products and demand for its new high performance analog and mixed signal products.

Business Outlook

We expect that for the third quarter of fiscal year 2006, our sales, including the impact of our acquisition of Advanced Power Technology, will increase between 15% and 19% sequentially. On a non-GAAP basis, we expect earnings for the third quarter of fiscal year 2006 to be $0.26 to $0.28 per diluted share.

Microsemi regularly announces a quarterly outlook in the form of issuing a news release and does not undertake to update any of this information between such public announcements. Please refer to the "SAFE HARBOR" STATEMENT below for risks that may affect future actual results.

About Microsemi Corporation

Microsemi Corporation, with corporate headquarters in Irvine, California, is a leading designer, manufacturer and marketer of high performance analog and mixed signal integrated circuits and high reliability 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, reliability and battery optimization, reducing size or protecting circuits. The principal markets the company serves include implantable medical, defense/aerospace and satellite, notebook computers, monitors and LCD TVs, 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.

The Microsemi Corporation logo is available at http://www.primezone.com/newsroom/prs/?pkgid=1233

"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 plans, beliefs, or 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 changes in generally accepted accounting principles, the difficulties regarding the making of estimates and projections, in the hiring and retention of qualified personnel in a competitive labor market, of acquiring and integrating new operations or assets, or in closing or disposing of operations or assets, or possible difficulties in transferring work from one plant to another, or regarding rapidly changing technology and product obsolescence, difficulties predicting the timing a nd costs of plant closures, the potential inability to realize cost savings or productivity gains or other impediments to improving capacity utilization, potential cost increases, weakness or competitive pricing environment of the marketplace, uncertain demand for and acceptance of the company's products, unexpected results of in-process or planned development or marketing and promotional campaigns, changes in demand for products, difficulties foreseeing future demand, inventory adjustments by customers, customer order cancellations, 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 and economic conditions or adverse changes in current or expected industry conditions, business disruptions, travel disruptions, embargoes, epidemics, disasters, wars or potential future effects of the tragic events of September 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, other regulatory matters, or any matters involving litigation, arbitration, or investigation, difficulties and costs imposed by law, including Section 404 of the Sarbanes-Oxley Act of 2002, difficulties in determining the scope of, and procuring and maintaining, adequate insurance coverage, difficulties, and costs of protecting patents and other proprietary rights, work stoppages, labor issues, inventory obsolescence, difficulties regarding customer qualification of products, manufacturing facilities and processes, and other difficulties managing consolidation or growth, including in the maintenance of internal controls, the implementation of information systems, and the training of personnel. 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 and subsequent Form 10-Q reports filed 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.

To supplement the consolidated financial results prepared in accordance with Generally Accepted Accounting Principles ("GAAP"), we use non-GAAP financial measures (non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP income before taxes, non-GAAP net income, and non-GAAP diluted earnings per share) that exclude certain items such as transitional idle capacity and inventory abandonments, amortization of intangible assets, stock option compensation, loss on disposition of assets and restructuring and other special charges. Management excludes these items because it believes that the non-GAAP measures enhance an investor's overall understanding of the Company's financial performance and future prospects by being more reflective of the Company's core operational activities and to be more comparable with the results of the Company 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 such items. These items could be materially significant in our GAAP results in any period. By disclosing non-GAAP financial measures, management intends to provide investors with a more meaningful, consistent comparison of the Company's core operating results and trends for the periods presented. Non-GAAP financial measures are not prepared in accordance with GAAP; therefore, the information is not necessarily comparable to other companies and should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

Investor Inquiries: David R. Sonksen, Microsemi Corporation, Irvine, CA (949) 221-7101.



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

                                Quarter ended       Six months ended
                             -------------------   -------------------
                             April 2,   April 3,   April 2,   April 3,
                               2006       2005       2006       2005
                             --------   --------   --------  --------
 NET SALES                   $ 84,853   $ 73,318   $167,012   $143,072
 Cost of sales                 46,712     43,542     89,324     89,280
                             --------   --------   --------   --------

 GROSS MARGIN                  38,141     29,776     77,688     53,792

 Operating expenses:

 Selling, general
  and administrative           12,906     12,891     27,293     23,687
 Research and development       4,642      4,732      9,719      9,603
 Amortization of
  intangible assets               214        230        443        459
 Restructuring charges            520      2,575      1,161      2,935
 (Gain)/loss on
  dispositions of assets          (36)       452         (2)       452
                             --------   --------   --------   --------
   Total operating expenses    18,246     20,880     38,614     37,136
                             --------   --------   --------   --------

 OPERATING  INCOME             19,895      8,896     39,074     16,656

 Interest and other
  income, net                   1,126        263      1,937        364
                             --------   --------   --------   --------

 INCOME BEFORE INCOME TAXES    21,021      9,159     41,011     17,020

 Provision for income taxes     7,378      3,114     13,575      5,708
                             --------   --------   --------   --------

 NET INCOME                  $ 13,643   $  6,045   $ 27,436   $ 11,312
                             ========   ========   ========   ========

 Earnings per share
    Basic                    $   0.21   $   0.10   $   0.42   $   0.19
                             ========   ========   ========   ========
    Diluted                  $   0.20   $   0.09   $   0.40   $   0.18
                             ========   ========   ========   ========

 Common and common equivalent
  shares outstanding:
   Basic                       65,321     61,295     64,659     60,798
   Diluted                     68,618     64,492     68,083     64,305

                         MICROSEMI CORPORATION
          Schedule Reconciling Non-GAAP Income to GAAP Income
               (in thousands, except per share amounts)

                                   Quarter ended     Six months ended
                                 -----------------   -----------------
                                 April 2,  April 3,  April 2,  April 3,
                                   2006      2005      2006      2005
                                 -------   -------   -------   -------

 GAAP NET INCOME                 $13,643   $ 6,045   $27,436   $11,312
                                 =======   =======   =======   =======
 The non-GAAP amounts have
  been adjusted to exclude
  the following items:

 Excluded from cost of sales
  Transitional idle capacity and
   inventory abandonments (a)    $ 5,204   $ 2,998   $ 6,716   $ 7,672

 Excluded from operating
 expenses
  Amortization of intangible
   assets (b)                        214       230       443       459
  Charge for acceleration of
   stock options (c)              (1,065)       --    (1,065)       --
  Stock option compensation (c)    1,048        --     1,078        --
  (Gain)/loss on disposition
   of assets (a)                     (36)      452        (2)      452
  Restructuring and other
   special charges (a)               820     2,575     2,290     2,935
                                 -------   -------   -------   -------
                                   6,185     6,255     9,460    11,518
 Income tax effect on
  non-GAAP adjustments             2,171     2,127     3,186     3,864
                                 -------   -------   -------   -------
 Net effect of adjustments to
  GAAP net income                $ 4,014   $ 4,128   $ 6,274   $ 7,654
                                 =======   =======   =======   =======
 NON-GAAP NET INCOME             $17,657   $10,173   $33,710   $18,966
                                 =======   =======   =======   =======

 (a)/(b)/(c)  Please refer to corresponding footnotes below.


                        MICROSEMI CORPORATION
            Schedule Reconciling Reported Financial Ratios

                                           Quarter ended
                             ------------------------------------------
                               April 2,      January 1,      April 3,
                                 2006           2006           2005
                             ------------   ------------   ------------

 GAAP gross margin           45.0 percent   48.1 percent   40.6 percent
 Effect of reconciling
  items on gross margin       6.1 percent    1.9 percent    4.1 percent
 Non-GAAP gross margin       51.1 percent   50.0 percent   44.7 percent

 GAAP operating margin       23.5 percent   23.3 percent   12.1 percent
 Effect of reconciling
  items on operating margin   7.2 percent    4.0 percent    8.6 percent
 Non-GAAP operating margin   30.7 percent   27.3 percent   20.7 percent


 To supplement the consolidated financial results prepared in
 accordance with Generally Accepted Accounting Principles ("GAAP"), we
 use non-GAAP financial measures (non-GAAP gross margin, non-GAAP
 operating expenses, non-GAAP operating income, non-GAAP income before
 taxes, non-GAAP net income, and non-GAAP diluted earnings per share)
 that exclude certain items such as transitional idle capacity and
 inventory abandonments, amortization of intangible assets, stock
 option compensation, loss on disposition of assets and restructuring
 and other special charges. Management excludes these items because it
 believes that the non-GAAP measures enhance an investor's overall
 understanding of the Company's financial performance and future
 prospects by being more reflective of the Company's core operational
 activities and to be more comparable with the results of the Company
 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 such items. These items could be materially
 significant in our GAAP results in any period. By disclosing non-GAAP
 financial measures, management intends to provide investors with a
 more meaningful, consistent comparison of the Company's core
 operating results and trends for the periods presented. Non-GAAP
 financial measures are not prepared in accordance with GAAP;
 therefore, the information is not necessarily comparable to other
 companies and should be considered as a supplement to, not a
 substitute for, or superior to, the corresponding measures calculated
 in accordance with GAAP.

 The items excluded from GAAP financial results in calculating
 non-GAAP financial results, are set forth below:

 (a) The restructuring activities involve the closure and
     consolidation of our manufacturing facilities. As these
     facilities are not expected to have a continuing contribution to
     operations or have a diminishing contribution during the
     transition phase, management believes excluding such items from
     the Company's operations provides investors with a means of
     evaluating the Company's on-going operations. Transitional idle
     capacity relates to unused manufacturing capacity and
     non-productive manufacturing expenses during the period from when
     shutdown activities commence to when a facility is closed.
     Inventory abandonments relate to identification and disposal of
     inventory that will not be utilized after a product line is
     transferred to a new manufacturing location. Loss on disposition
     of assets results from abandonment of non-productive assets in
     accordance with a restructuring plan. Restructuring and other
     special charges includes severance and other costs related to
     facilities in the process of closing or already closed.
     Management excludes these expenses when evaluating core operating
     activities and for strategic decision making, forecasting future
     results and evaluating current performance.

 (b) These amounts relate to amortization of acquisition related
     intangibles. While this expense is expected to continue in the
     future, for internal analysis of the Company's operations,
     management does not view this expense as reflective of the
     business' current performance.

 (c) Stock option compensation in connection with the SFAS123R has
     been excluded to facilitate the comparison of the quarter and
     six-months ended April 3, 2006, with results from prior periods
     when stock option compensation was not expensed in accordance
     with accounting rules applicable in such periods. The reduction
     in the charge for the acceleration of stock options originally
     recorded in the fourth quarter of 2005 is due to lower than
     previously estimated forfeiture rates.


                         MICROSEMI CORPORATION
                Selected Non-GAAP Financial Information
              (in thousands except for per share amounts)

                                  Quarter ended     Six months ended
                                -----------------   -----------------
                                April 2,  April 3,  April 2,  April 3,
                                 2006      2005      2006      2005
                                -------   -------   -------   -------

 GAAP gross margin              $38,141   $29,776   $77,688   $53,792
  Transitional idle capacity
   and inventory
   abandonments (a)               5,204     2,998     6,716     7,672
                                -------   -------   -------   -------
 Non-GAAP gross margin          $43,345   $32,774   $84,404   $61,464
                                -------   -------   -------   -------

 GAAP operating expenses        $18,246   $20,880   $38,614   $37,136
  Amortization of intangible
   assets (b)                      (214)     (230)     (443)     (459)
  Charge for acceleration of
   stock options (c)              1,065        --     1,065        --
  Stock option compensation (c)  (1,048)       --    (1,078)       --
  Gain/(loss) on disposition
   of assets (a)                     36      (452)        2      (452)
  Restructuring and other
   special charges (a)             (820)   (2,575)   (2,290)   (2,935)
                                -------   -------   -------   -------
 Non-GAAP operating expenses    $17,265   $17,623   $35,870   $33,290
                                -------   -------   -------   -------
 GAAP operating income          $19,895   $ 8,896   $39,074   $16,656
  Transitional idle capacity and
   inventory abandonments (a)     5,204     2,998     6,716     7,672
  Amortization of intangible
   assets (b)                       214       230       443       459
  Charge for acceleration of
   stock options (c)             (1,065)       --    (1,065)       --
  Stock option compensation (c)   1,048        --     1,078        --
  (Gain)/loss on disposition
   of assets (a)                    (36)      452        (2)      452
  Restructuring and other
   special charges (a)              820     2,575     2,290     2,935
                                -------   -------   -------   -------
 Non-GAAP operating income      $26,080   $15,151   $48,534   $28,174
                                -------   -------   -------   -------
 GAAP income before taxes       $21,021   $ 9,159   $41,011   $17,020
  Transitional idle capacity and
   inventory abandonments (a)     5,204     2,998     6,716     7,672
  Amortization of intangible
   assets (b)                       214       230       443       459
  Charge for acceleration of
   stock options (c)             (1,065)       --    (1,065)       --
  Stock option compensation (c)   1,048        --     1,078        --
  (Gain)/loss on disposition
   of assets (a)                    (36)      452        (2)      452
  Restructuring and other
   special charges (a)              820     2,575     2,290     2,935
                                -------   -------   -------   -------
 Non-GAAP income before taxes   $27,206   $15,414   $50,471   $28,538
                                -------   -------   -------   -------

 GAAP net income                $13,643   $ 6,045   $27,436   $11,312
  Transitional idle capacity
   and inventory
   abandonments (a)               5,204     2,998     6,716     7,672
  Amortization of intangible
   assets (b)                       214       230       443       459
  Charge for acceleration of
   stock options (c)             (1,065)       --    (1,065)       --
  Stock option compensation (c)   1,048        --     1,078        --
  (Gain)/loss on disposition
   of assets (a)                    (36)      452        (2)      452
  Restructuring and other
   special charges (a)              820     2,575     2,290     2,935
  Income tax effect on non-
   GAAP adjustments              (2,171)   (2,127)   (3,186)   (3,864)
                                -------   -------   -------   -------
 Non-GAAP net income            $17,657   $10,173   $33,710   $18,966
                                -------   -------   -------   -------

 GAAP diluted earnings
  per share                     $  0.20   $  0.09   $  0.40   $  0.18
   Impact of non-GAAP
   adjustments on diluted
   earnings per share              0.06      0.07      0.10      0.11
                                -------   -------   -------   -------
 Non-GAAP diluted earnings
  per share                     $  0.26   $  0.16   $  0.50   $  0.29
                                -------   -------   -------   -------

 (a)/(b)/(c)  Please refer to corresponding footnotes above.


                         MICROSEMI CORPORATION
            Condensed Unaudited Consolidated Balance Sheets
                            (in thousands)

                                               April 2,      October 2,
                                                 2006           2005
                                               --------       --------
 ASSETS

   Current Assets:
     Cash and cash equivalents                 $137,731       $ 98,149
     Accounts receivable, net                    59,055         53,233
     Inventories                                 62,131         55,917
     Deferred income taxes                       12,921         12,921
     Other current assets                         4,245          2,101
                                               --------       --------
    Total current assets                        276,083        222,321

   Property and equipment, net                   57,416         58,366
   Deferred income taxes                          8,374          8,074
   Goodwill                                       3,258          3,258
   Other intangible assets, net                   4,050          4,493
   Other assets                                   3,347          4,069
                                               --------       --------
 TOTAL ASSETS                                  $352,528       $300,581
                                               ========       ========
 LIABILITIES AND SHAREHOLDERS' EQUITY

   Current liabilities                         $ 43,599       $ 42,378
   Long-term liabilities                          3,546          3,617
   Shareholders' equity                         305,383        254,586
                                               --------       --------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $352,528       $300,581
                                               ========       ========
CONTACT:  Microsemi Corporation
          Financial:
          David R. Sonksen, Executive Vice President and CFO
            (949) 221-7101
          Editorial:
          Cliff Silver, Manager, Corporate Communications
            (949) 221-7112
EX-99 3 exh992.htm EXHIBIT 99.2

Exhibit 99.2

MICROSEMI CORPORATION

SECOND QUARTER FISCAL YEAR 2006 CONFERENCE CALL

APRIL 27, 2006

 

TERRI:

Good afternoon and welcome to Microsemi’s second quarter fiscal 2006 conference call. I am Terri Donnelly, Coordinator of this call. In a few moments you will hear from and have an opportunity to ask questions of Jim Peterson, our President and Chief Executive Officer, of Dave Sonksen, our Executive Vice President and Chief Financial Officer; and of Steve Litchfield, our Vice President of Marketing and Business Development.

 

A recording of this conference call will be available on the Microsemi website for 30 days, under the investor section. Our web site is located at www.microsemi.com.

 

Let me remind you that during the course of this conference call, management will state beliefs and make projections or other forward-looking statements regarding future events and the future financial performance of the Company.

 

Due to changes in public companies’ abilities to communicate with analysts and investors brought about by SEC rules on Fair Disclosure, Microsemi issues guidance in the form of a limited business outlook on our expectations for the next quarter. This business outlook reflects our expectations as of April 27, 2006 and is continually subject to reassessment due to changing market conditions, and other factors, and therefore must be considered only as management’s present opinion, and actual results may be materially different. However, management undertakes no obligation to update these or any forward-looking statements, whether as a result of new information, future events, or otherwise. If an update to our business outlook is provided, the information will be in the form of a news release.

 

 

We wish to caution you that all of our statements, except the Company’s past financial results, are just our opinions, predictions and present expectations. Actual future events or results may differ materially. I refer you to Microsemi’s report on Form 10-K for the fiscal year ended October 2, 2005 which was filed with the SEC on December 16, 2005 and report on Form 10-Q, filed on February 10, 2006 with the SEC for some of the risks. Information about Microsemi filed with the SEC is available free of charge at www.sec.gov. These reports identify important factors that could cause actual results to differ materially from our projections. That said, we can begin.

 

Here’s JIM PETERSON.

 

JIM:

 

Thank you Terri.

 

I’d like to thank all of you for joining us this afternoon for Microsemi’s second quarter fiscal year 2006 earnings call. Microsemi experienced a strong second quarter in bookings and shipments. We made significant strides toward our long term financial model. We are also excited to announce that the Advanced Power Technology deal will close tomorrow. Going forward, APT will be referred to as Microsemi’s Power Products Group and operate as a division. Today we will give the details of the second quarter for Microsemi and give third quarter guidance for the company, including the Power Products Group.

 

Microsemi continues to deliver impressive financial results. The second quarter of fiscal year 2006 produced a non-GAAP EPS of 26 cents per diluted share. Net sales grew over 3% from the previous quarter. Non-GAAP gross margins grew 110 basis points and non-GAAP operating margins increased 340 basis points.

 

 

Microsemi continues to execute on our strategy to grow revenues in diverse end markets while also improving manufacturing efficiencies to increase profitability. As a result, we feel confident that Microsemi can exceed overall industry growth expectations in both our high reliability semiconductor and high performance analog mixed signal businesses.

 

We had another quarter of exceptionally strong bookings. This enabled us to achieve our 14th consecutive quarter of positive book-to-bill performance, which was 1.08 to 1 in the second quarter. This was driven by continued strength in our high reliability semiconductor businesses and strength in our lighting and wireless markets for our new high performance analog mixed signal product introductions.

 

The second quarter was an impressive quarter for Microsemi’s non-GAAP profitability, delivering 51.1% gross margins and 30.7% operating margins. This exceeded our target model set out over five years ago and set a new record for the company. We have spoken about achieving over 30% operating margins and we exceeded this earlier than expected. Some of the gains in the most recent quarter were driven by a favorable product mix toward higher margin products such as our space business, higher shipments, improved factory utilization, as well as the reduction in SG&A expenses primarily related to Sarbanes Oxley and legal services.

 

Shipments of our lighting products into notebooks and LCD TVs were particularly robust during the quarter with double digit sequential increase over last quarter. We continue to see bookings strength in both our notebook and LCD TV products.

 

The LCD TV market is gaining momentum and we continue to deliver the products that are needed by our customers. We are on track for the business to double this year. The strength of our expertise in driving multiple lamps continues to propel our business enabling us to take additional share.

 

 

Microsemi’s wireless LAN power amplifier business continues to be strong with another quarter of increases. We see this business continuing to contribute great revenue growth at attractive margins. We expect that the 802.11n business will also start to increase towards the end of the calendar year and into 2007.

 

Leading our growth this quarter was our high reliability business. Once again, our satellite programs and commercial air business demonstrated significant strength. Our satellite business in particular grew in the quarter, increasing over twenty percent sequentially. With the satellite business being the highest gross margin business in the company, this strength drove some of the upside in the quarter for our gross margins.

 

The satellite market is continuing to see robustness in both defense and commercial market places. Microsemi supplies into both of these end markets with similar quantities of product. We are seeing strength out of the Galileo program in Europe, Japanese programs, Mobile User Objective System satellites for defense, and low orbit commercial satellites. Additional factor driving future upside is the forecasted satellites out of China and India, mainly for commercial applications.

 

In the commercial air market, we continue to see strength in bookings and shipments. We anticipate this market to continue driving revenues over the next three to five years. For calendar year 2006, the large commercial aircraft market which is expected to be up 20-25% will drive the majority of this, and the business jet market is also expected to be up 10-15%.

 

Our implantable medical business shipments remained strong.  The industry continues to forecast long term compounded annual growth rates between 15-20% for the next three to five years.  The industry leader in the implantable medical business space announced recently that they expect 20% compounded annual growth over the next five years.  We believe that this market will continue to contribute significantly over the next several years.  Our dollar content increase

remains on track to start contributing at the end of this calendar year with the major increase occurring in 2007. 

 

At this point I’d like to make some comments about our Power Products Group (PPG), formerly known as APT, and give you some insights into how we see them contributing to Microsemi going forward. As you are aware we expect this acquisition to close tomorrow and therefore we are including their numbers for May and June in our Q3 forecast.

 

For review, the transaction combines two strong high performance analog companies offering both differentiated RF product into niche end markets as well as high reliability product addressing a strong defense/aerospace and medical market.  PPG is a leading designer, manufacturer and marketer of high-performance RF and switching power semiconductors.   Its focus is primarily on the high-power, high-speed segment of the power semiconductor market. Power semiconductors function as power amplifiers and power switches. PPG’s products are found in diverse applications, such as implantable defibrillators, MRI systems, commercial and defense avionics, ground based radar, air traffic control radar systems, airborne radar, wireless base stations, flat panel production equipment, semiconductor capital equipment, and solar power inverters.    

 

This strategic transaction creates a more diverse and stronger Microsemi that has expanded offerings in high performance analog mixed signal and high reliability products. We will expand our new product offering to medical customers dramatically in a relatively short period of time. We also will be able to offer our defense and avionics customers a much larger breadth of high reliability product to address their ongoing needs. Microsemi sees enormous potential in PPG’s silicon carbide technology for the defense customer base along with commercial applications.

 

 

During the last six months they have been working diligently to move forward in pulling out costs and accelerating revenue synergies. Some of their accomplishments to date are:

 

 

1.

Signing of agreement with Northrup Grumman to license silicon carbide.

 

2.

Announcing the closure of the Montgomeryville facility

 

3.

Turning down low margin business

 

4.

Bringing up MOS8 process in China

 

5.

Accelerating the move of more business to outside foundry

 

6.

Cutting SG&A expenses

 

We’re confident that the next step as a combined team will be to realize additional revenue and manufacturing synergies.

 

Let me address the margin forecast going forward.  Our original goals announced on our conference call in November was for 50% gross margin and 27% operating margins to be met in three quarters after the close.  Today, we believe that this goal can be achieved in two quarters, or sooner.  Regarding the accretion/dilution impact of the transaction, we believe that we will be EPS neutral for the June quarter and accretive in the fourth quarter.  We fully intend to work diligently to realize the maximum potential of the transaction through cost savings and further revenue synergies. 

 

The second quarter was another great quarter highlighted by continued revenue strength along with impressive non-GAAP operating margins exceeding 30%.  We continue to execute on the company strategy.  Looking forward, Microsemi believes that we can drive revenue growth with the acceptance of our new products and also leverage efficiencies going forward to improve profitability in the coming years. 

 

With that, let me turn the call over to Dave for our financial details from the second quarter and our outlook for Microsemi for the third quarter of fiscal year 2006.

 

 

DAVE:

 

Thank you, Jim. Now for the second quarter financial results: Net sales for the quarter ended April 2, 2006 were $84.9 million, sequentially up 3% from $82.2 million in the prior quarter, and up 16% from $73.3 million in the year-ago second quarter.

 

The book-to-bill ratio for the quarter was 1.08 to 1.

 

Non-GAAP gross margins percentage for the quarter was 51.1%, up 110 basis points from 50.0% in the first quarter and up 640 basis points from 44.7% in the second quarter of last year. The improvement in gross margins resulted from:

1) improved factory utilization from our ongoing consolidation activities;

2) increased shipments; and 3) an improved mix of higher margin products.

 

This quarter, non-GAAP selling, general and administrative expenses were 15.2% of sales ($12.6 million), as compared to 16.5% of sales ($13.5 million) in the first quarter and 17.6% of sales ($12.9 million) in the second quarter of last year. SG&A costs decreased this quarter primarily due to lower expenses for SOX 404 compliance and legal service.

 

Research and development costs were $4.6 million or 5.5 % of sales in this year’s second quarter, compared to $5.1 million or 6.2% of sales in the first quarter and $4.7 million or 6.5% of sales in the year-ago second quarter.

 

Our non-GAAP operating margins increased to 30.7 %, up 340 basis points from 27.3% in the first quarter, and up 1,000 basis points from 20.7% in the prior year second quarter.

 

 

The effective tax rate was 35% in the second quarter. The tax rate is higher than expected for two reasons. First, as you are hearing from others, the R&D tax credit extension has expired and secondly implementation of our offshore shipments tax strategy was pushed out due to local government licensing issues but has now been approved. We believe that as in past years, the R&D tax credit legislation will be signed this year and if, as in the past, it is retroactive, our tax rate will decline by a corresponding amount.

 

For the second quarter, non-GAAP net income was $17.7 million, or $0.26 per diluted share, up 11% from $16.0 million or $0.24 per diluted share in the first quarter and up 74% from $10.2 million or $0.16 per diluted share in the year-ago second quarter.

 

For the second quarter, our GAAP net income, which includes restructuring costs and other special charges or credits, was $13.6 million, or $0.20 per diluted share, down from $13.8 million in the first quarter of the fiscal year and up from $6.0 million or $0.09 per diluted share in the year ago second quarter. Restructuring costs and other special charges or credits for the second quarter were $4.0 million. Our GAAP operating margin increased to 23.5 % in the second quarter, up from 23.3% in the first quarter.

 

Here are a few Income Statement details and Balance Sheet items: Depreciation and amortization expense for the quarter was $3.2 million, compared to $2.9 million in the first quarter. Capital spending was $2.7 million this quarter, up from $2.1 million in the first quarter. Our cash and investment position was $137.7 million at the end of the second quarter, up $24.7 million from $113.0 million at the end of the first quarter. At quarter-end we had no short-term bank borrowing.

 

Our accounts receivable were $59.1 million at the end of the second quarter compared to $55.5 million at the end of the first quarter. DSO are 63 days for this quarter, compared to 61 days last quarter.

 

 

Inventories at the end of the second quarter were $62.1 million compared to $57.7 million at the end of the first quarter.

 

The end market breakout of net sales to OEM’s for the second quarter was approximately:

 

Defense/Aerospace

 

44%

(40)

 

 

 

 

Medical

 

17%

(19)

 

 

 

 

Notebooks/Monitors/LCD TVs

 

16%

(19)

 

 

 

 

Automotive

 

6%

(6)

 

 

 

 

Mobile Connectivity

 

11%

(10)

 

 

 

 

Industrial/Other

 

6%

(6)

 

 

 

 

TOTAL:

 

100%

 

 

Now for the Business Outlook

 

We expect that for the third quarter of 2006, our sales, including PPG, will increase between 15 and 19 percent sequentially. On a non-GAAP basis, we expect our earnings for the third quarter of 2006 to be $0.26 to $0.28 per diluted share.

 

Now let me turn you back over to JIM PETERSON.

 

JIM:

 

Thanks DAVE.

 

So with that, let’s open the conference call to QUESTIONS from analysts and institutional investors.

 

. . . Q & A SESSION . . .

 

 

CLOSING:

 

JIM:

 

Thank you for joining us today, and for your questions. By way of review, here are the main points we’ve covered:

 

Microsemi’s results continue to outpace the industry, exceeding expectations while guiding for the third quarter to increase shipments in the range of 15 to 19 percent.

 

We have shown impressive gross and operating margin improvements based on revenue growth, product mix shift, increasing ASP’s, utilization improvements, and a strengthening cash position of $138 million with no debt.

 

Currently, we are scheduled to present at 4 (four) financial conferences prior to our next financial results conference call and Web cast.  The conferences are as follows: 

 

1.) Credit Suisse -- Semiconductor/Semi Capital Equipment Conference in New York on May 2nd and 3rd

 

2.) Piper Jaffray -- Hardware and Communications Conference in New York on May 10th and 11th

 

3.) JPMorgan -- 34th Annual Technology Conference in San Francisco on May 22nd through the 24th

 

4.) Bear Stearns -- 17th Annual Technology Conference in New York on June 12th and 13th

 

 

We encourage you to attend one or all of these conferences.  If you are not able to attend, we encourage you to listen to our presentation via Web cast. 

 

Thank you again for being with us and have a great day.

 

 

 

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