-----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, IOqfwUFp4fdXYrpcIttgo7Zdr2jKt3m30SvivtUdWOioR0yUUGLu5W4T/xiPI3hl iv2UiPRYX9GqAYvXxR+L5Q== 0000932111-08-000005.txt : 20080131 0000932111-08-000005.hdr.sgml : 20080131 20080131160243 ACCESSION NUMBER: 0000932111-08-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080131 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080131 DATE AS OF CHANGE: 20080131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICREL INC CENTRAL INDEX KEY: 0000932111 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942526744 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25236 FILM NUMBER: 08564627 BUSINESS ADDRESS: STREET 1: 1849 FORTUNE DR CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4089440800 MAIL ADDRESS: STREET 1: 1849 FORTUNE DR CITY: SAN JOSE STATE: CA ZIP: 95131 8-K 1 form8k_013108.txt MICREL FORM 8-K DATED 1-31-2008 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): January 31, 2008 MICREL, INCORPORATED ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) CALIFORNIA ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-25236 94-2526744 ------------------------- ------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 2180 Fortune Drive, San Jose, CA 95131 --------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (408) 944-0800 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 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 (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 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)) INFORMATION TO BE INCLUDED IN REPORT Item 2.02. Results of Operations and Financial Condition On January 31, 2008, Micrel Incorporated issued a press release announcing its financial results for the three and twelve month periods ended December 31, 2007. A copy of the press release is furnished as Exhibit 99 to this report. Such Information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. Item 9.01. Financial Statements and Exhibits (d) The following items are filed as exhibits to this report: 99.1 Press release, dated January 31, 2008 issued by Micrel Incorporated. SIGNATURE 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. MICREL, INCORPORATED (the Registrant) By: /s/ Richard D. Crowley ------------------------- Richard D. Crowley Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) Dated: January 31, 2008 EX-99 2 exhibit_99-1.txt EXHIBIT 99 TO FORM 8-K DATED 1-31-2008 Exhibit 99.1 Contact: Richard Crowley Micrel, Incorporated 2180 Fortune Drive San Jose, CA 95131 Phone: (408) 944-0800 [MICREL LOGO] PRESS RELEASE MICREL REPORTS FOURTH QUARTER AND FISCAL 2007 FINANCIAL RESULTS * Fourth quarter revenues of $64.6 million * Fourth quarter GAAP earnings per diluted share of $0.11; Non-GAAP earnings per diluted share of $0.12 * 2007 fiscal year revenues of $258.0 million * 2007 fiscal year gross margin 57%, equaling the second highest in Company history * 2007 fiscal year GAAP earnings per diluted share of $0.57, the second highest in Company history; Non-GAAP earnings per diluted share of $0.51 * Micrel released 82 new products in 2007, establishing a new Company record San Jose, CA, January 31, 2008 - Micrel, Incorporated (Nasdaq NM: MCRL), an industry leader in analog, high bandwidth communications and Ethernet IC solutions, today announced financial results for the fourth quarter and fiscal year ending December 31, 2007. Revenues for the fourth quarter totaled $64.6 million, compared to $65.2 million for the third quarter and $64.5 million posted in the year-ago period. Fourth quarter GAAP net income was $8.4 million, or $0.11 per diluted share. This compares with third quarter 2007 GAAP net income of $9.4 million, or $0.12 per diluted share, and GAAP net income of $8.8 million, or $0.11 per diluted share, in the year ago period. Fourth quarter 2007 non-GAAP net income was $9.4 million or $0.12 per diluted share. This compares to non-GAAP net income of $10.5 million, or $0.14 per diluted share in the previous quarter and $10.2 million, or $0.13 per diluted share in the fourth quarter of 2006. Non-GAAP results exclude the impact of revenues and cost of revenues related to intellectual property settlements, stock-based compensation expense, other operating income and expense items, restructuring expenses, other income related to litigation settlements and their related tax effects. A reconciliation of the GAAP net income to non-GAAP net income is provided in the financial tables of this press release. MICREL ANNOUNCES FOURTH QUARTER AND FISCAL 2007 RESULTS January 31, 2008 Page 2 For the year ended December 31, 2007, revenues were $258.0 million, compared with $276.3 million in 2006. GAAP net income for fiscal 2007 increased 15.8% to $44.4 million, or $0.57 per diluted share, compared with GAAP net income of $38.3 million, or $0.46 per diluted share in 2006. GAAP net income in 2007 was the second highest annual result in the Company's history. Included in 2007 net income was a $15.5 million pre-tax gain associated with a first quarter legal settlement, which after income taxes, is equivalent to $0.13 per diluted share. Non-GAAP net income in 2007 was $39.5 million, or $0.51 per diluted share, compared with non-GAAP net income of $45.3 million, or $0.55 per diluted share in 2006. Micrel's 2007 gross margin of 57% matched the second highest level in the Company's history. "Micrel's solid 2007 earnings and strong cash flows from operations continued to bolster the Company's financial strength throughout the year," stated Ray Zinn, president and CEO of Micrel. "Momentum generated from recent design wins coupled with a broad array of new products released during 2007 gives Micrel a strong platform to generate growth in revenues and net income going forward. Solid cash flows from operations of $67.8 million during 2007 enabled the repurchase of 5.5 million shares of common stock and the commencement of a dividend payment to shareholders, representing our confidence in the Company's operating performance and commitment to enhancing shareholder value." Outlook ------- Fourth quarter bookings were below third quarter levels resulting in a book-to-bill ratio of less than one. Order lead times remain very short, further limiting visibility into end demand and making it difficult to predict future revenues. A relatively high proportion of revenue must still be booked and shipped within the quarter to OEM customers, or resold through the Company's distributors. For the first quarter of 2008, the Company estimates revenues will be lower by 1% to 4% compared to the fourth quarter, and GAAP earnings per diluted share will be approximately $0.10. Zinn concluded, "Evidence of a slowing U.S. economy has increased the investment community's concerns about the business outlook for the semiconductor industry. In addition, the first quarter is typically a seasonally weak quarter for the semiconductor industry. However, we are encouraged by the relatively normal booking levels we have experienced in January, and to-date, we have seen no significant change in our customer's order patterns." Dividend -------- The Company announced today that Micrel's Board of Directors has authorized a quarterly dividend payment of $0.03 per share of common stock. The payment will be made on February 26, 2008 to shareholders of record as of February 11, 2008. MICREL ANNOUNCES FOURTH QUARTER AND FISCAL 2007 RESULTS January 31, 2008 Page 3 Conference Call --------------- The Company will host a conference call at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) on January 31, 2008. Chief Executive Officer Raymond Zinn and Chief Financial Officer Richard Crowley will present an overview of the 2007 fourth quarter and full year financial results, discuss current business conditions and then respond to questions. The call is available, live, to any interested party on a listen only basis by dialing (866) 321-6651. For international callers, please dial (416) 642-5212. Interested callers should dial in at least five minutes before the scheduled start time and ask to be connected to the Micrel, Incorporated Conference Call. A live webcast will also be available through www.vcall.com. An audio replay of the conference call will be available through February 6, 2008, by dialing (719) 457-0820 or (888) 203-1112 and entering access code number 5478741. The webcast replay will also be available on the Company's website at: www.micrel.com. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This press release includes statements that qualify as forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements about the following topics: our expectations regarding future financial results, including revenues, net income, earnings per share, customer demand, booking levels, turns-fill requirements, new products, design wins and customer order patterns; expectations regarding repurchase of the Company's common stock and payment of future dividends, and the nature of macro-economic and industry trends. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially. Those risks and uncertainties include, but are not limited to, such factors as: softness in demand for our products; customer decisions to cancel, reschedule, or delay orders for our products; the effect that lead times and channel inventories have on the demand for our products; economic or financial difficulties experienced by our customers; the effect of business conditions in the computer, telecommunications and industrial markets; the impact of any previous or future acquisitions; changes in demand for networking or high bandwidth communications products; the impact of competitive products and pricing and alternative technological advances; the accuracy of estimates used to prepare the Company's financial statements; the global economic situation; the ability of the Company's vendors and subcontractors to supply or manufacture the Company's products in a timely manner; the timely and MICREL ANNOUNCES FOURTH QUARTER AND FISCAL 2007 RESULTS January 31, 2008 Page 4 successful development and market acceptance of new products and upgrades to existing products; softness in the economy and the U.S. stock markets as a whole; fluctuations in the market price of Micrel's common stock and other market conditions; the difficulty of predicting our future cash needs; the nature of other investment opportunities available to the Company from time to time; and Micrel's operating cash flow. For further discussion of these risks and uncertainties, we refer you to the documents the Company files with the SEC from time to time, including the Company's Annual Report on Form 10-K for the year ended December 31, 2006 and the Company's Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007. All forward-looking statements are made as of today, and the Company disclaims any duty to update such statements. Non-GAAP Reporting ------------------ The Company presents non-GAAP financial measures only because investors and financial analysts use non-GAAP results in their analysis of historical results and projections of the Company's future operating results. The Company's management uses non-GAAP measures on a limited basis, primarily for employee performance-based compensation. In order to facilitate the computation of non-GAAP results for the financial analyst community and investors, the Company makes reference to non-GAAP net income and earnings per share. These non-GAAP results exclude the impact of revenues and cost of revenues related to intellectual property settlements, stock-based compensation expense, other operating income and expense items, restructuring expenses, other income related to litigation settlements and their related tax effects. Micrel references those results to allow a better comparison of results in the current period to those in prior periods and to provide insight to the Company's on-going operating performance after exclusion of these items. The Company has reconciled such non-GAAP results to the most directly comparable GAAP financial measures in the financial tables at the end of this press release. Reference to these non-GAAP results should be considered in addition to results that are prepared under current accounting standards but should not be considered a substitute for results that are presented in accordance with GAAP. It should also be noted that Micrel's non-GAAP information may be different from the non-GAAP information provided by other companies. MICREL ANNOUNCES FOURTH QUARTER AND FISCAL 2007 RESULTS January 31, 2008 Page 5 About Micrel ------------ Micrel Inc., is a leading global manufacturer of IC solutions for the worldwide analog, Ethernet and high bandwidth markets. The Company's products include advanced mixed-signal, analog and power semiconductors; high performance communication, clock management, Ethernet switch and physical layer transceiver ICs. Company customers include leading manufacturers of enterprise, consumer, industrial, mobile, telecommunications, automotive, and computer products. Corporation headquarters and state-of-the-art wafer fabrication facilities are located in San Jose, CA, with regional sales and support offices and advanced technology design centers situated throughout the Americas, Europe and Asia. In addition, the Company maintains an extensive network of distributors and sales representatives worldwide. For further information, contact Richard Crowley at: Micrel, Incorporated, 2180 Fortune Drive, San Jose, California, 95131, (408) 944- 0800; or visit the Company's website at: http://www.micrel.com. -Financial Tables to Follow- MICREL ANNOUNCES FOURTH QUARTER AND FISCAL 2007 RESULTS January 31, 2008 Page 6
MICREL, INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Three Months Ended Twelve Months Ended ------------------------------------ ----------------------- December 31, September, December 31, December 31, ----------------------------------- --------------------- 2007 2007 2006 2007 2006 --------- --------- --------- --------- --------- Net revenues $ 64,569 $ 65,191 $ 64,482 $ 257,974 $ 276,307 Cost of revenues(1) 28,512 27,698 27,555 110,630 116,201 --------- --------- --------- --------- --------- Gross profit 36,057 37,493 36,927 147,344 160,106 --------- --------- --------- --------- --------- Operating expenses: Research and development(1) 13,400 13,680 12,813 54,523 52,074 Selling, general and administrative(1) 10,917 10,871 11,485 45,040 49,016 Other operating expense (income) - - 53 86 966 Restructuring expense 28 28 168 128 269 --------- --------- --------- --------- --------- Total operating expenses 24,345 24,579 24,519 99,777 102,325 --------- --------- --------- --------- --------- Income from operations 11,712 12,914 12,408 47,567 57,781 Other income (expense): Interest Income 1,500 1,605 1,426 6,267 5,978 Interest Expense (10) (11) (146) (93) (634) Other income 10 10 8 15,543 59 --------- --------- --------- --------- --------- Total other income 1,500 1,604 1,288 21,717 5,403 --------- --------- --------- --------- --------- Income before income taxes 13,212 14,518 13,696 69,284 63,184 Provision for income taxes 4,793 5,095 4,883 24,933 24,876 --------- --------- --------- --------- --------- Net income $ 8,419 $ 9,423 $ 8,813 $ 44,351 $ 38,308 ========= ========= ========= ========= ========= Net income per share: Basic $ 0.11 $ 0.12 $ 0.11 $ 0.58 $ 0.47 ========= ========= ========= ========= ========= Diluted $ 0.11 $ 0.12 $ 0.11 $ 0.57 $ 0.46 ========= ========= ========= ========= ========= Shares used in computing per share amounts: Basic 75,248 76,964 78,372 76,918 81,550 ========= ========= ========= ========= ========= Diluted 75,432 77,971 79,476 77,908 82,842 ========= ========= ========= ========= ========= (1) Includes amortization of stock-based compensation as follows: Cost of revenues $ 308 $ 260 $ 353 $ 1,156 $ 1,540 Research and development 452 543 497 2,130 3,341 Selling, general and administrative 408 564 591 2,199 3,534
MICREL ANNOUNCES FOURTH QUARTER AND FISCAL 2007 RESULTS January 31, 2008 Page 7
MICREL, INCORPORATED SUPPLEMENTAL RECONCILIATIONS OF GAAP TO NON-GAAP RESULTS (In thousands, except per share amounts) (Unaudited) Three Months Ended Twelve Months Ended ------------------------------------ ----------------------- December 31, September, December 31, December 31, ----------------------------------- --------------------- 2007 2007 2006 2007 2006 --------- --------- --------- --------- --------- GAAP Net income $ 8,419 $ 9,423 $ 8,813 $ 44,351 $ 38,308 Adjustments to GAAP Net Income: Patent settlement income included in net revenues - - - - (2,890) Patent settlement costs included in cost of revenues - - - - 714 Stock-based compensation included in: Cost of revenues 308 260 353 1,156 1,540 Research and development 452 543 497 2,130 3,341 Selling, general and administrative 408 564 591 2,199 3,534 Other operating expense (income) - - 53 86 966 Restructuring expense 28 28 168 128 269 Other non-operating income - Litigation Settlement - - - (15,514) - Tax effect of adjustments to GAAP income (202) (288) (299) 4,961 (457) --------- --------- --------- --------- --------- Total Adjustments to GAAP Net Income 994 1,107 1,363 (4,854) 7,017 --------- --------- --------- --------- --------- Non-GAAP income(2) $ 9,413 $ 10,530 $ 10,176 $ 39,497 $ 45,325 ========= ========= ========= ========= ========= Non-GAAP shares used in computing non-GAAP income per share (in thousands): Basic 75,248 76,964 78,372 76,918 81,550 ========= ========= ========= ========= ========= Diluted (1) 75,404 77,788 79,234 77,571 82,673 ========= ========= ========= ========= ========= GAAP income per share - Basic $ 0.11 $ 0.12 $ 0.11 $ 0.58 $ 0.47 Total Adjustments to GAAP Net Income $ 0.02 $ 0.02 $ 0.02 $ (0.07) $ 0.09 --------- --------- --------- --------- --------- Non-GAAP income per share - Basic $ 0.13 $ 0.14 $ 0.13 $ 0.51 $ 0.56 ========= ========= ========= ========= ========= GAAP income per share - Diluted $ 0.11 $ 0.12 $ 0.11 $ 0.57 $ 0.46 Total Adjustments to GAAP Net Income $ 0.01 $ 0.02 $ 0.02 $ (0.06) $ 0.09 --------- --------- --------- --------- --------- Non-GAAP income per share - Diluted(2) $ 0.12 $ 0.14 $ 0.13 $ 0.51 $ 0.55 ========= ========= ========= ========= ========= (1) Non-GAAP shares have been adjusted from diluted outstanding shares calculated under FAS123R. (2) Non-GAAP results were reached by excluding revenues and cost of revenues related to intellectual property settlements, stock-based compensation expense, other operating income or expense items, restructuring expenses, other income related to litigation settlements and their related tax-effects. Non-GAAP results are presented to supplement our GAAP consolidated financial statements to allow a better comparison of results in the current period to those in prior periods and to provide meaningful insight to the Company's on-going operating performance after exclusion of these items.
MICREL ANNOUNCES FOURTH QUARTER AND FISCAL 2007 RESULTS January 31, 2008 Page 8
MICREL, INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) December 31, December 31, 2007 2006 ------------- ------------- ASSETS CURRENT ASSETS: Cash, cash equivalents, restricted cash and short-term investments $ 107,679 $ 109,938 Accounts receivable, net 29,614 31,092 Inventories 35,660 37,183 Income taxes receivable 3,426 801 Deferred income taxes 19,387 23,096 Other current assets 3,604 2,283 ----------- ----------- Total current assets 199,370 204,393 PROPERTY, PLANT AND EQUIPMENT, NET 82,585 78,665 INTANGIBLE ASSETS, NET 3,026 4,714 DEFERRED INCOME TAXES(1) 9,286 11,158 OTHER ASSETS 478 1,343 ----------- ----------- TOTAL $ 294,745 $ 300,273 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 18,010 $ 17,429 Deferred income on shipments to distributors 20,238 21,705 Other current liabilities 14,097 22,564 Current portion of long-term debt - 80 ----------- ----------- Total current liabilities 52,345 61,778 LONG-TERM TAXES PAYABLE(1) 2,814 - OTHER LONG-TERM OBLIGATIONS 335 453 SHAREHOLDERS' EQUITY: Common stock - 15,585 Accumulated other comprehensive loss (32) (35) Retained earnings 239,283 222,492 ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 239,251 238,042 ----------- ----------- TOTAL $ 294,745 $ 300,273 =========== =========== (1) On January 1, 2007, Micrel adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN 48"). Implementation of FIN 48 resulted in a $2.1 million reclassification from current taxes payable to long-term taxes payable and an additional $2.5 million was reclassified from current taxes payable to reduce long term deferred tax assets.
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