-----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, FMdOsyfpv5nplrVla+/KMK6Oj34nEv252frZ3OmSMgI/7x9DWLMiKPf56Dz+FZLr MJ7FHD/yUTC6Rw++ycQP4w== /in/edgar/work/0000895345-00-000678/0000895345-00-000678.txt : 20001027 0000895345-00-000678.hdr.sgml : 20001027 ACCESSION NUMBER: 0000895345-00-000678 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001026 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL SEMICONDUCTOR INC CENTRAL INDEX KEY: 0000040656 STANDARD INDUSTRIAL CLASSIFICATION: [3663 ] IRS NUMBER: 133575653 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05442 FILM NUMBER: 746186 BUSINESS ADDRESS: STREET 1: 10 MELVILLE PARK ROAD STREET 2: STE 1300 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5168473000 MAIL ADDRESS: STREET 1: 10 MELVILLE PARK ROAD STREET 2: STE 1300 CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL INSTRUMENT CORP /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 0001.txt ============================================================================ 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: OCTOBER 26, 2000 DATE OF EARLIEST EVENT REPORTED: OCTOBER 26, 2000 GENERAL SEMICONDUCTOR, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-15442 13-3575653 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or Identification organization) 10 MELVILLE PARK ROAD Number) MELVILLE, NEW YORK 11747 (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (631) 847-3000 Item 5. Other Events. ------------ On October 26, 2000 the registrant issued the press release filed as Exhibit 99.1 hereto. Item 7. Financial Statements and Exhibits. --------------------------------- Exhibit Description ------- ----------- 99.1 Press Release issued October 26, 2000 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized. Dated: October 26, 2000 GENERAL SEMICONDUCTOR, INC. By: /s/ Robert J. Gange ----------------------------- Robert J. Gange Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Description ------- ----------- 99.1 Press Release issued October 26, 2000 EX-99.1 2 0002.txt FOR IMMEDIATE RELEASE CONTACT: TIM IRIS (631) 847-3169 GENERAL SEMICONDUCTOR REPORTS RECORD THIRD QUARTER SALES AND EARNINGS AGAIN REACH RECORD HIGHS MELVILLE, NY (OCTOBER 26, 2000)--GENERAL SEMICONDUCTOR, INC. (NYSE:SEM), a leading manufacturer of discrete semiconductors, today reported record results for the quarter ended September 30, 2000. Sales increased 23.3% to an all time high of $130.5 million from the $105.8 million recorded in the third quarter of 1999. Quarterly operating income of $23.4 million represents a 58.1% increase over the $14.8 million for the same period a year ago. Net income for the quarter was $14.0 million and diluted earnings per share were $0.32. Excluding a benefit realized for reducing the effective tax rate from 30.0% to 28.5%, net income would have been $13.5 million or $0.31 per share. On a sequential basis, sales increased 1.7% from the $128.3 million reported for the second quarter of 2000. Third quarter sales were limited by capacity constraints on surface mount products, which should be alleviated by planned capacity additions in the fourth quarter. Gross margin improved to 31.5% of sales compared with 30.8% in the second quarter. Operating income increased 5.9% from the $22.1 million reported last quarter while net income was up 15.7% from $12.1 million. Diluted earnings per share gained 14.3% from $0.28. For the nine month period ended September 30, 2000, revenue increased 22.8% from $304.3 million to $373.8 million while operating income was up 71.5% from $37.6 million to $64.5 million. Diluted earnings per share improved by 95.2% from $0.42 to $0.82. All geographic markets remained strong with each showing double-digit sales gains when compared to the year ago quarter. Particular strength was seen in China and Japan. These two regions now represent 19% of our sales, up from 16% a year ago, validating our product quality, strong customer relationships and regional manufacturing strategy. All key end-markets also reported good growth with power supply and telecom markets registering double-digit year-on-year growth. The Company continued to generate significant levels of cash and further reduced its debt position in the quarter. The Company repaid an additional $22 million on its revolving credit facility in the quarter and has repaid a total of $46 million under the facility during the first nine months of the year. Total long-term debt has been reduced from $276.5 million at 1999 year end to $230.5 million on September 30, 2000, including $172.5 million in Convertible Subordinated Notes. New products continued to help fuel growth with sales from new products more than doubling over the comparable period of 1999. Year to date the Company has 133 new products, up from the 72 new products introduced in the similar period last year. The MOSFET business remains on track with 46 design wins registered to date. "We are extremely pleased to report another quarter of record sales and earnings," stated Ronald A. Ostertag, Chairman and Chief Executive Officer. "Our focus on new power management product development, including MOSFET and analog products as well as new product introductions in our core rectifier and small signal business, will continue to fuel our growth. With 80% of our fourth quarter sales already in our backlog, continued sales gains in the automotive, power supply and telecom end-markets, and improved factory performance we remain very optimistic about our continued performance as we enter 2001." General Semiconductor, Inc. is a market leader in the design, manufacture and distribution of discrete semiconductor components. The Company provides customers with a broad array of power management products including rectifiers, transient voltage suppressors, small signal transistors, diodes and MOSFETs. Its global customer base includes original equipment manufacturers, electronic distributors and contract equipment manufacturers. Key markets for its products include automotive, computers, consumer and telecommunications equipment. JOIN US FOR OUR CONFERENCE CALL TO BE BROADCAST LIVE AT 8:30 AM, THURSDAY, OCTOBER 26, 2000 ON OUR WEBCAST AT: http://acw.activate.net/ccbn/sem/102600/index.htm ------------------------------------------------- The information set forth above includes "forward-looking" information and, accordingly, the cautionary statements contained in Exhibit 99 to the Company's Form 10-K and Form 10-Q filings with the Securities and Exchange Commission are incorporated herein by reference. General Semiconductor's actual results could differ materially from the "forward-looking" information in this press release. VISIT GENERAL SEMICONDUCTOR ON THE WEB AT www.gensemi.com
GENERAL SEMICONDUCTOR, INC. CONSOLIDATED INCOME STATEMENTS (Unaudited - In Thousands, Except Per Share Information) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 -------------------------- -------------------------- 2000 1999 2000 1999 ----------- ----------- ----------- ----------- NET SALES $ 130,521 $ 105,756 $ 373,809 $ 304,300 Cost of sales 89,377 76,921 258,624 224,418 ----------- ----------- ----------- ----------- GROSS PROFIT 41,144 28,835 115,185 79,882 ----------- ----------- ----------- ----------- Selling, general and administrative 14,433 10,996 41,454 33,542 Research and development 1,982 1,789 5,417 4,908 Amortization of excess of cost over fair value of net assets acquired 1,284 1,285 3,855 3,856 ----------- ----------- ----------- ----------- OPERATING INCOME 23,445 14,765 64,459 37,576 ----------- ----------- ----------- ----------- Other income (expense) - net (18) 69 (25) 58 Interest expense - net (4,531) (6,555) (14,644) (16,876) ----------- ----------- ----------- ----------- INCOME BEFORE INCOME TAXES 18,896 8,279 49,790 20,758 Provision for income taxes (4,923) (2,071) (14,190) (5,190) ----------- ----------- ----------- ----------- NET INCOME $ 13,973 $ 6,208 $ 35,600 $ 15,568 =========== =========== =========== =========== WEIGHTED AVERAGE SHARES OUTSTANDING: Basic 37,709 36,822 37,570 36,821 Diluted 49,601 37,056 49,720 36,934 EARNINGS PER SHARE: Basic $ 0.37 $ 0.17 $ 0.95 $ 0.42 Diluted $ 0.32 $ 0.17 $ 0.82 $ 0.42
GENERAL SEMICONDUCTOR, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) (UNAUDITED) SEPTEMBER DECEMBER 30, 31, 2000 1999 ----------- ----------- Cash $ 3,789 $ 2,586 Accounts receivable, less allowance for doubtful accounts 74,788 63,246 Inventories 48,764 43,480 Other current assets 25,145 21,973 ----------- ----------- Total current assets 152,486 131,285 Total non-current assets 437,276 442,514 ----------- ----------- TOTAL ASSETS $ 589,762 $ 573,799 =========== =========== Total current liabilities $ 88,327 $ 66,564 ----------- ----------- Long-term debt 230,500 276,500 Other liabilities 94,205 99,353 ----------- ----------- Total non-current liabilities 324,705 375,853 ----------- ----------- Total liabilities 413,032 442,417 Total stockholders' equity 176,730 131,382 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 589,762 $ 573,799 =========== =========== GENERAL SEMICONDUCTOR, INC. CONDENSED CONSOLIDATED CASH FLOW (UNAUDITED - IN THOUSANDS) NINE MONTHS ENDED SEPTEMBER 30, -------------------------- 2000 1999 ----------- ----------- Income from operations $ 35,600 $ 15,568 Adjustments to reconcile to net cash provided by operating activities: Depreciation and amortization 22,268 20,534 Changes in assets and liabilities 89 (16,381) ----------- ----------- Net cash provided by operating activities 57,957 19,721 Capital expenditures (19,880) (19,492) Net cash (used in) provided by financing activities (36,874) 2,393 ----------- ----------- Increase in cash 1,203 2,622 Cash, beginning of period 2,586 3,225 ----------- ----------- Cash, end of period $ 3,789 $ 5,847 =========== =========== APPENDIX 1 GENERAL SEMICONDUCTOR, INC. E.P.S. CALCULATION (UNAUDITED - IN THOUSANDS, EXCEPT PER SHARE INFORMATION) THREE MONTHS NINE MONTHS ENDED ENDED SEPTEMBER SEPTEMBER 30, 30, 2000 2000 ----------- ----------- Net income $ 13,973 $ 35,600 Convert add-back(a) 1,698 5,065 ----------- ----------- $ 15,671 $ 40,665 =========== =========== E.P.S. CALCULATION: - ------------------- Numerator - income plus add-back $ 15,671 $ 40,665 ----------- ----------- Denominator - weighted average shares 49,601 49,720 Diluted E.P.S. $ 0.32 $ 0.82 (a) Represents expense incurred during the quarter for interest related to the convertible notes and the amortization of deferred financing fees associated with the convertible notes (totalling $2,703K), tax effected at the marginal rate of 37.2% Q3 $2,703 * (100% - 37.2%) = $1,698 YTD Sept. 30 $1,669 (Q1) + $1,698 (Q2) + $1,698 (Q3) = $5,065 -----END PRIVACY-ENHANCED MESSAGE-----