Microsemi Reports Fiscal Second Quarter 2014 Results

- Net Sales of $287.0 Million

- Non-GAAP Gross Margin of 55.2 Percent

- GAAP Gross Margin of 50.7 Percent, Inclusive of Acquisition Related Charges

- Fiscal Year Term Loan Principal Payments Total $100.0 Million

-Book-to-Bill Ratio Greater than 1:1

News provided by

Microsemi Corporation

Apr 24, 2014, 04:02 ET

ALISO VIEJO, Calif., April 24, 2014 /PRNewswire/ -- Microsemi Corporation (Nasdaq: MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, today reported unaudited results for its second quarter of fiscal 2014 ended March 30, 2014.

Net sales for Microsemi's second quarter of fiscal 2014 were $287.0 million. GAAP gross margin, reflecting the effect of non-cash purchase accounting adjustments, was 50.7 percent and GAAP operating margin was 1.4 percent. GAAP net loss for the second quarter of fiscal 2014 was $8.7 million or $0.09 per diluted share. Subsequent to the end of the second quarter, Microsemi completed term loan principal payments of $70.0 million, for a total of $100.0 million for fiscal year 2014 to date.

For the second quarter of fiscal 2014, non-GAAP gross margin was 55.2 percent and favorable to post-acquisition targets for the quarter. Non-GAAP operating margin was 20.7 percent in the second quarter of fiscal 2014. Non-GAAP net income was $47.7 million or $0.51 per diluted share.

"Microsemi made significant progress on a number of fronts in the second quarter," said James J. Peterson, chairman of the board and CEO of Microsemi. "Our integration efforts are on target; our defense end market stabilized; and our focused investments in FPGAs, timing products and mixed signal-RF solutions are gaining traction with industry-leading customers. We look forward to continuing this momentum throughout the rest of the year driving shareholder return."

Business Outlook

Microsemi currently expects net sales in the third quarter of fiscal year 2014 of between $287 million and $293 million and expects non-GAAP diluted earnings per share of between $0.55 and $0.61.

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 to reflect subsequent events or circumstances. Please refer to the "SAFE HARBOR" STATEMENT below for risks that may affect future actual results.

Non-GAAP Financial Measures

For further information regarding Microsemi's non-GAAP financial measures, please refer to "Notes on Non-GAAP Financial Measures" below. GAAP results are reconciled to non-GAAP results in the accompanying financial tables.

Information for Second Quarter 2014 Earnings Conference Call and Webcast:

Date: Thursday, April 24, 2014
Time: 4:45 p.m. EDT (1:45 p.m. PDT)

To access the webcast, log on to www.microsemi.com, go to the Investors section, and then to IR Events and Presentations. To listen to the live webcast, visit this website approximately 15 minutes prior to the start of the call to register, download and install any necessary audio software. For those unable to participate during the live webcast, a replay will be available shortly after the call on the Microsemi website for 90 days.

To participate in the conference call by telephone, call 877-264-1110 at approximately 4:30 p.m. EDT (1:30 p.m. PDT). International callers can call 706-634-1357. Please provide the following ID number: 28611806.

About Microsemi

Microsemi Corporation (Nasdaq: MSCC) offers a comprehensive portfolio of semiconductor and system solutions for communications, defense & security, aerospace and industrial markets. Products include high-performance and radiation-hardened analog mixed-signal integrated circuits, FPGAs, SoCs and ASICs; power management products; timing and synchronization devices and precise time solutions, setting the world's standard for time; voice processing devices; RF solutions; discrete components; security technologies and scalable anti-tamper products; Power-over-Ethernet ICs and midspans; as well as custom design capabilities and services. Microsemi is headquartered in Aliso Viejo, Calif., and has approximately 3,400 employees globally. Learn more at www.microsemi.com.

PLEASE READ THE FOLLOWING FACTORS THAT CAN MATERIALLY AFFECT MICROSEMI'S FUTURE RESULTS.

"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, including without limitation statements concerning Microsemi's net sales and earnings guidance, our belief that our overall strategy continues to bring benefit to our shareholders, and any other statements or beliefs regarding the company's plans or expectations. These forward-looking statements are based on Microsemi's current expectations and are inherently subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. The potential risks and uncertainties include, but are not limited to, such factors as continued negative or worsening worldwide economic conditions or market instability; downturns in the highly cyclical semiconductor industry; our ability to successfully implement our acquisitions strategy or integrate acquired companies; uncertainty as to the future profitability of acquired businesses, and delays in the realization of, or the failure to realize, any accretion from acquisition transactions; acquiring, managing and integrating new operations, businesses or assets, and the associated diversion of management attention or other related costs or difficulties; intense competition in the semiconductor industry and resultant downward price pressure; Microsemi's reliance on government contracts for a portion of its sales, including impacts of sequestration under the Budget Control Act of 2011, and any past or future government shutdowns; the effect of events such as natural disasters and related disruptions on our operations; the concentration of the factories that service the semiconductor industry; delays in beginning production, implementing production techniques, resolving problems associated with technical equipment malfunctions, or issues related to government or customer qualification of facilities; our dependence on third parties for key functions; increases in the costs of credit and the availability of credit or additional capital only under more restrictive conditions or not at all; changes to laws or regulations; unanticipated changes in Microsemi's tax obligations, results of tax examinations or exposure to additional income tax liabilities; risks related to the company's international operations and sales, including availability of transportation services, political instability and currency fluctuations; changes in generally accepted accounting principles; principal, liquidity and counterparty risks related to Microsemi's holdings in securities; inability to develop new technologies and products to satisfy changes in customer demand or the development by the company's competitors of products that decrease the demand for Microsemi's products; unfavorable or declining conditions in end markets; inability of Microsemi's compound semiconductor products to compete successfully with silicon-based products; production delays related to new compound semiconductors; variability of the company's manufacturing yields; potential effects of system outages; inability by Microsemi to fulfill customer demand and resulting loss of customers; variations in customer order preferences; difficulties foreseeing future demand; rises in inventory levels and inventory obsolescence; potential non-realization of expected orders or non-realization of backlog; failure to make sales indicated by the company's book-to-bill ratio; environmental or other regulatory matters or litigation, or any matters involving contingent liabilities or other claims; the uncertainty of litigation, the costs and expenses of litigation, the potential material adverse effect litigation could have on Microsemi's business and results of operations if an adverse determination in litigation is made, and the time and attention required of management to attend to litigation; difficulties in determining the scope of, and procuring and maintaining, adequate insurance coverage; difficulties and costs of protecting patents and other proprietary rights; the hiring and retention of qualified personnel in a competitive labor market; any circumstances that adversely impact the end markets of acquired businesses; and difficulties in closing or disposing of operations or assets or transferring work, assets or inventory from one plant to another. 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 Microsemi's most recent Form 10-K and any subsequent Form 10-Q reports filed by Microsemi with the SEC. Additional risk factors may be identified from time to time in Microsemi's future filings. The forward-looking statements included in this release speak only as of the date hereof, and Microsemi does not undertake any obligation to update these forward-looking statements to reflect subsequent events or circumstances. Amounts reported in this release are preliminary and subject to finalization prior to the filing of our next Form 10-Q.

(Financial Tables Follow)

MICROSEMI CORPORATION Selected GAAP and Non-GAAP Financial Measures (unaudited, in millions, except for percentages and per share amounts)

	Quarter Ended						Six Months Ended
	Mar 30, 2014		Dec 29, 2013		Mar 31, 2013		Mar 30, 2014		Mar 31, 2013
Net sales	$	287.0	$	255.6	$	235.3	$	542.6	$	482.9

Selected GAAP Financial Measures
Gross profit	$	145.4	$	138.3	$	133.5	$	283.7	$	276.1
Gross margin	50.7%		54.1%		56.7%		52.3%		57.2%
Operating income	$	4.1	$	7.2	$	11.8	$	11.2	$	37.3
Operating margin	1.4%		2.8%		5.0%		2.1%		7.7%
Net income (loss)	$	(8.7)	$	1.4	$	(2.9)	$	(7.3)	$	11.3
Diluted earnings (loss) per share	$	(0.09)	$	0.01	$	(0.03)	$	(0.08)	$	0.12

Selected Non-GAAP Financial Measures
Gross profit	$	158.3	$	143.1	$	133.5	$	301.4	$	276.1
Gross margin	55.2%		56.0%		56.7%		55.5%		57.2%
Operating income	$	59.3	$	54.1	$	50.0	$	113.4	$	106.7
Operating margin	20.7%		21.2%		21.2%		20.9%		22.1%
Net income	$	47.7	$	42.9	$	38.9	$	90.6	$	83.9
Diluted earnings per share	$	0.51	$	0.46	$	0.43	$	0.97	$	0.93

Additional details reconciling the selected GAAP financial measure to the selected non-GAAP financial measure may be found in the "Schedule Reconciling Selected Non-GAAP Financial Measures to Comparable GAAP Financial Measures" and "Notes on Non-GAAP Financial Measures."

MICROSEMI CORPORATION Schedule Reconciling Selected Non-GAAP Financial Measures to Comparable GAAP Financial Measures (unaudited, in millions, except for per share amounts)

	Quarter Ended						Six Months Ended
	Mar 30, 2014		Dec 29, 2013		Mar 31, 2013		Mar 30, 2014		Mar 31, 2013
GAAP gross profit	$	145.4	$	138.3	$	133.5	$	283.7	$	276.1
Manufacturing profit in acquired inventory (1)	12.9		4.8		—		17.7		—
Non-GAAP gross profit	$	158.3	$	143.1	$	133.5	$	301.4	$	276.1

GAAP operating income	$	4.1	$	7.2	$	11.8	$	11.2	$	37.3
Adjustments to GAAP gross profit	12.9		4.8		—		17.7		—
Restructuring and other special charges (2)	6.2		8.3		6.9		14.5		8.3
Amortization of intangible assets (3)	24.3		22.0		21.1		46.3		42.8
Stock based compensation (4)	11.4		10.1		10.2		21.5		18.3
Acquisition costs (5)	0.4		1.7		—		2.2		—
Non-GAAP operating income	$	59.3	$	54.1	$	50.0	$	113.4	$	106.7

GAAP net income (loss)	$	(8.7)	$	1.4	$	(2.9)	$	(7.3)	$	11.3
Adjustments to GAAP gross profit and operating income	55.2		46.9		38.2		102.2		69.4
Loss from facility closure and asset disposal (2)	—		—		0.2		—		0.2
Credit facility issuance and refinancing costs (6)	0.9		0.2		3.3		1.1		3.6
(Gain) in debt and derivative instruments (7)	(0.1)		(0.3)		(0.3)		(0.4)		(0.6)
Income tax effect on non-GAAP adjustments (8)	0.4		(5.3)		0.4		(5.0)		—
Non-GAAP net income	$	47.7	$	42.9	$	38.9	$	90.6	$	83.9

GAAP diluted earnings (loss) per share	$	(0.09)	$	0.01	$	(0.03)	$	(0.08)	$	0.12
Effect of non-GAAP adjustments on diluted earnings per share	$	0.60	$	0.45	$	0.46	$	1.05	$	0.81
Non-GAAP diluted earnings per share	$	0.51	$	0.46	$	0.43	$	0.97	$	0.93

Weighted average diluted shares used in calculating non-GAAP diluted earnings per share	94.1		93.5		91.1		93.8		90.5

Operating cash flow	$	30.2	$	62.5	$	31.9	$	92.7	$	60.0
Capital expenditures	(8.7)		(12.1)		(9.0)		(20.8)		(17.5)
Free cash flow	$	21.5	$	50.4	$	22.9	$	71.9	$	42.5

Additional details reconciling the selected non-GAAP financial measure to the selected GAAP financial measure may be found in "Notes on Non-GAAP Financial Measures."

MICROSEMI CORPORATION Summary of Schedule Reconciling Selected Non-GAAP Financial Measures to Comparable GAAP Financial Measures (unaudited, in millions, except for per share amounts)

	Quarter Ended March 30, 2014
	GAAP		Non-GAAP Adjustments		Non-GAAP
Net sales	$	287.0	$	—	$	287.0
Gross profit	$	145.4	$	12.9	$	158.3
Operating income	$	4.1	$	55.2	$	59.3
Net income (loss)	$	(8.7)	$	56.4	$	47.7
Diluted earnings (loss) per share	$	(0.09)	$	0.60	$	0.51

Additional details reconciling the selected non-GAAP financial measure to the selected GAAP financial measure may be found in the "Schedule Reconciling Selected Non-GAAP Financial Measures to Comparable GAAP Financial Measures" and "Notes on Non-GAAP Financial Measures."

MICROSEMI CORPORATION Consolidated Condensed Statement of Income (unaudited, in millions, except per share amounts)

	Quarter Ended						Six Months Ended
	Mar 30, 2014		Dec 29, 2013		Mar 31, 2013		Mar 30, 2014		Mar 31, 2013
Net sales	$	287.0	$	255.6	$	235.3	$	542.6	$	482.9
Cost of sales	141.6		117.3		101.8		258.9		206.8
Gross profit	$	145.4	$	138.3	$	133.5	$	283.7	$	276.1

Operating expenses
Selling, general and administrative	$	62.5	$	55.6	$	52.3	$	118.2	$	103.6
Research and development	49.3		44.1		42.0		93.4		85.2
Amortization of intangible assets	24.3		22.0		21.1		46.3		42.8
Restructuring charges	4.8		7.7		6.3		12.4		7.2
Acquisition costs	0.4		1.7		—		2.2		—
Total operating expenses	$	141.3	$	131.1	$	121.7	$	272.5	$	238.8

Operating income	$	4.1	$	7.2	$	11.8	$	11.2	$	37.3

Interest and other (expense), net	(8.8)		(7.9)		(11.3)		(16.7)		(19.6)
Income (loss) before income taxes	$	(4.7)	$	(0.7)	$	0.5	$	(5.5)	$	17.7
Provision (benefit) for income taxes	4.0		(2.1)		3.4		1.8		6.4
Net income (loss)	$	(8.7)	$	1.4	$	(2.9)	$	(7.3)	$	11.3

Earnings (loss) per share
Basic	$	(0.09)	$	0.01	$	(0.03)	$	(0.08)	$	0.13
Diluted	$	(0.09)	$	0.01	$	(0.03)	$	(0.08)	$	0.12

Weighted average common shares outstanding
Basic	92.8		92.1		89.4		92.5		89.0
Diluted	92.8		93.5		89.4		92.5		90.5

MICROSEMI CORPORATION Consolidated Condensed Balance Sheet (unaudited, in millions)

	Mar 30, 2014		Sep 29, 2013
ASSETS
Current assets
Cash and cash equivalents	$	205.2	$	256.4
Accounts receivable, net	193.8		162.1
Inventories, net	202.1		162.0
Deferred income taxes	24.1		15.9
Other current assets	41.5		26.2
Total current assets	$	666.7	$	622.6
Property and equipment, net	148.2		125.2
Goodwill	848.6		790.2
Intangible assets, net	377.7		315.2
Deferred income taxes	31.8		30.2
Other assets	31.4		29.3
TOTAL ASSETS	$	2,104.4	$	1,912.7

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	80.0	$	69.6
Accrued liabilities	88.5		63.0
Current maturity of long-term liabilities	2.1		0.6
Total current liabilities	$	170.6	$	133.2
Credit facility	794.5		676.0
Deferred income taxes	35.5		27.0
Other long-term liabilities	50.6		44.4
Stockholders' equity	1,053.2		1,032.1
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,104.4	$	1,912.7

As of March 30, 2014, we had $796.0 million in term loan borrowings. Subsequent to the end of the quarter, we completed optional principal prepayments on our term loan totaling $70.0 million resulting in a term loan balance of $726.0 million.

Notes on Non-GAAP Financial Measures

To supplement the consolidated financial results prepared in accordance with Generally Accepted Accounting Principles ("GAAP"), this press release and its attachments include non-GAAP financial measures which are adjusted for the items listed in the footnotes below. Management reports the following non-GAAP financial measures:

          •     non-GAAP gross profit and gross margin;
          •     non-GAAP operating income and operating margin;
          •     non-GAAP net income and diluted earnings per share; and
          •     free cash flow.

Non-GAAP financial measures are not prepared in accordance with GAAP; therefore, the information is not necessarily comparable to other companies' financial information and should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

Management believes it is useful to provide these non-GAAP financial measures and a reconciliation to comparable GAAP financial measures as we believe they enhance an investor's overall understanding of our financial performance and future prospects by being more reflective of our core operational activities and more comparable with our results over various periods. By disclosing non-GAAP financial measures, management intends to provide investors with an alternate measure to evaluate and compare Microsemi's operating results and trends for the periods presented. Management uses non-GAAP financial measures internally for strategic decision making, forecasting future results and evaluating current performance. The items reconciling GAAP financial measures to non-GAAP financial measures and additional comments and the usefulness of each item are set forth below:


(1)	Manufacturing profit in acquired inventory results from purchase accounting entries to increase the value of inventory acquired to its fair value. As the acquired inventory is sold, the associated manufacturing profit in acquired inventory increases cost of goods sold and reduces gross profit. Management believes it is useful to exclude manufacturing profit in acquired inventory as it does not reflect continuing operations of acquired entities and to facilitate comparability of gross profit between periods. In addition, management excludes the impact of manufacturing profit in acquired inventory in internal measurements of gross profit.

(2)	Restructuring activities relate to efforts to reduce costs and involve the closure, sale and consolidation of certain facilities. As these facilities are not expected to have a continuing contribution to operations or are they expected to have a diminishing contribution during the transition phase, management believes excluding such items from Microsemi's operations is useful to investors as it provides a means of evaluating Microsemi's on-going operations. Restructuring and other special charges include severance and other costs related to these facilities. Other special charges also include gains or losses on litigation, net of settlement costs, primarily related to acquisition-related matters. Management believes that utilizing non-GAAP financial measures that exclude these items is useful in providing an alternate measure to evaluate core operating activities and management excludes these items in its evaluation of operations and for strategic decision making, forecasting future results and evaluating current performance.

(3)	Amortization of acquisition related intangible assets is excluded from internal analysis of Microsemi's operations and management does not view this non-cash expense as reflective of the business' current performance. Management believes that utilizing non-GAAP financial measures that exclude this non-cash item is useful in providing an alternate measure that excludes the variability caused by purchase accounting factors.

(4)	Stock based compensation is excluded by management when evaluating operating activities and for strategic decision making, forecasting future results and evaluating current performance. Management believes that utilizing non-GAAP financial measures that exclude this non-cash item is useful in providing an alternate measure that excludes the variability caused by different methodologies and subjective assumptions used in the valuation of equity awards across different companies.

(5)	Acquisition costs for business combinations are expensed as incurred, in accordance with relevant accounting guidance, rather than capitalized into the purchase price of an acquisition. Management excludes these expenses when evaluating operating activities and for strategic decision making, forecasting future results and evaluating current performance. Management believes that utilizing non-GAAP financial measures that exclude this item is useful in providing an alternate measure that excludes the variability caused by purchase accounting factors.

(6)	Debt issuance and refinancing costs have been excluded as they are discrete charges we incurred to issue or refinance our credit facility. Management excludes these expenses from internal measurements of credit facility interest rates and in evaluating current performance. Management believes that utilizing non-GAAP financial measures that exclude this item is useful in providing an alternate measure that is reflective of the ongoing characteristics of the amended credit facility.

(7)	Changes in the fair value of term loan balances outstanding and related interest rate swaps do not result in a change to the principal we owe and are non-cash amounts that management excludes from internal measurements and from forecasting future results. We elected the fair value option in accounting for term loan balances outstanding under Microsemi's credit facility prior to the October 2011 amendment of our credit facility and changes in fair value of the loan balances and related interest rate swaps were reflected as adjustments to the income statement. We did not elect the fair value option on subsequent amendments and are reporting the current term loan balance at par. Subsequent to the first quarter of 2012, only our interest rate swaps were recorded under fair value accounting. We entered into interest rate swaps as a cash flow hedge on our variable rate term loan, but as these swaps did not qualify for hedge accounting, we record gains and losses for the change in fair value. Management excludes these gains and losses from internal measurements and in evaluating current performance. Management believes that utilizing non-GAAP financial measures that exclude this item is useful in providing an alternate measure that excludes these non-cash fair value adjustments that do not reflect ongoing operations or the ultimate settlement amount of our term loan.

(8)	The tax effect of non-GAAP adjustments represents the difference in the provision for income taxes that resulted from non-GAAP adjustments to pretax income and also certain acquisition-related and nondeductible stock-based compensation items, and non-cash valuation allowance charges and releases related to deferred tax assets. These amounts are excluded as non-GAAP adjustments as the restructuring activities and acquisitions are not viewed by management as being reflective of the business' ongoing tax position.

Free cash flow is a non-GAAP financial measure defined as operating cash flow less capital expenditures. We consider free cash flow to be a liquidity measure which provides useful information to management and investors about the amount of cash generated by the business after our capital expenditures, which can then be used for strategic opportunities including, among others, investing in Microsemi's business, making strategic acquisitions, and strengthening the balance sheet. Management uses free cash flow as a supplemental measure to the net change in cash and cash equivalents as presented in Microsemi's consolidated statements of cash flows prepared in accordance with GAAP which incorporates all cash movements during the period.

Guidance is provided only on a non-GAAP basis due to the inherent difficulty of forecasting the timing or amount of certain items that have been excluded from the forward-looking non-GAAP measures, and a reconciliation to the comparable GAAP guidance has not been provided because certain factors that are materially significant to Microsemi's ability to estimate the excluded items are not accessible or estimable on a forward-looking basis.