SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
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Exchange Act of 1934
For the Quarterly Period Ended January 2, 2000
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or
Transition Report Pursuant to Section 13 or 15(d) of the
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Securities Exchange Act of 1934
For the transition period from _______ to _______
Commission File No. 0-8866
MICROSEMI CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 95-2110371
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2830 South Fairview Street, Santa Ana, California 92704
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(Address of principal executive offices) (Zip Code)
(714) 979-8220
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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The number of shares outstanding of the issuer's Common Stock, $.20 par value,
on January 24, 2000 was 10,930,504.
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
The unaudited consolidated financial information for the quarter ended January
2, 2000 of Microsemi Corporation and Subsidiaries ("Microsemi" or the "Company")
and the comparative unaudited consolidated financial information for the
corresponding period of the prior year, together with the balance sheet as of
October 3, 1999 are attached hereto and incorporated herein.
MICROSEMI CORPORATION AND SUBSIDIARIES
Unaudited Consolidated Balance Sheets
(amounts in 000's)
January 2, October 3,
2000 1999
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ASSETS
Current assets:
Cash and cash equivalents $ 7,712 $ 7,624
Accounts receivable less allowance for doubtful accounts,
$3,958 at January 2, 2000 and $3,805 at October 3, 1999 29,684 31,775
Inventories 55,630 56,925
Deferred income taxes 7,282 7,282
Other current assets 1,774 2,128
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Total current assets 102,082 105,734
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Property and equipment, net 54,710 54,946
Deferred income taxes 862 862
Goodwill and other intangible assets, net 12,551 12,218
Other assets 7,592 7,841
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TOTAL ASSETS $ 177,797 $ 181,601
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable to banks and other $ 15,550 $ 18,545
Current maturities of long-term debt 8,888 8,422
Accounts payable 10,555 11,247
Accrued liabilities 17,367 17,292
Income taxes payable 5,866 7,178
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Total current liabilities 58,226 62,684
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Long-term debt 29,605 31,381
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Other long-term liabilities 6,556 5,092
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Commitments and contingencies
Stockholders' equity:
Common stock, $.20 par value; authorized 20,000 shares;
issued 10,920 at January 2, 2000 and October 3, 1999 2,184 2,184
Capital in excess of par value of common stock 46,695 46,695
Retained earnings 35,527 34,561
Accumulated other comprehensive loss (996) (996)
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Total stockholders' equity 83,410 82,444
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 177,797 $ 181,601
=============== ==============
The accompanying notes are an integral part of these statements.
MICROSEMI CORPORATION AND SUBSIDIARIES
Unaudited Consolidated Income Statements
(amounts in 000's, except earnings per share)
Quarter Ended Quarter Ended
January 2, 2000 January 3, 1999
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Net sales $ 54,588 $ 39,417
Cost of sales 41,020 28,556
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Gross profit 13,568 10,861
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Operating expenses:
Selling and administrative 8,426 6,115
Amortization of goodwill and intangible assets 394 285
Research and development 2,345 348
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Total operating expenses 11,165 6,748
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Income from operations 2,403 4,113
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Other income (expense):
Interest (1,048) (552)
Other 87 116
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Total other expense (961) (436)
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Income before income taxes 1,442 3,677
Provision for income taxes 476 1,397
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Net income $ 966 $ 2,280
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Earnings per share:
-Basic $ 0.09 $ 0.20
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-Diluted $ 0.09 $ 0.20
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Weighted average common shares outstanding:
-Basic 10,920 11,408
-Diluted 11,027 11,523
The accompanying notes are an integral part of these statements.
MICROSEMI CORPORATION AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
(amounts in 000's)
Quarter Ended Quarter Ended
January 2, 2000 January 3, 1999
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 966 $ 2,280
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 2,887 1,749
Allowance for doubtful accounts 153 (437)
Changes in assets and liabilities:
Accounts receivable 1,938 2,209
Inventories 1,295 (1,612)
Other current assets 354 (336)
Other assets - (1,695)
Accounts payable (692) (1,243)
Accrued liabilities 75 (881)
Income taxes payable 188 1,284
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Net cash provided by operating activities 7,164 1,318
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CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in an unconsolidated affiliate (251) -
Purchases of property and equipment (2,255) (1,029)
Change in other assets (229) -
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Net cash used in investing activities (2,735) (1,029)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in notes payable to banks and other (2,995) 1,335
Payments on long-term debt (1,310) (1,068)
Decrease in other long-term liabilities (36) (26)
Repurchases of common stock - (2,785)
Exercise of employee stock options - 16
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Net cash used in financing activities (4,341) (2,528)
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EFFECT OF EXCHANGE RATE CHANGES ON CASH - (7)
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Net increase (decrease) in cash and cash equivalents 88 (2,246)
Cash and cash equivalents at beginning of period 7,624 9,610
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Cash and cash equivalents at end of period $ 7,712 $ 7,364
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Cash paid during the periods for:
Interest $ 1,272 $ 637
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Income taxes $ 92 $ 140
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The accompanying notes are an integral part of these statements.
MICROSEMI CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
January 2, 2000
1. PRESENTATION OF FINANCIAL INFORMATION
The financial information furnished herein is unaudited, but in the opinion of
the management of Microsemi Corporation, includes all adjustments (all of which
are normal, recurring adjustments) necessary for a fair presentation of the
results of operations for the periods indicated. The results of operations for
the first quarter of the current fiscal year are not necessarily indicative of
the results to be expected for the full year.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and, therefore, do not include
all information and footnotes necessary for a fair presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles. The unaudited consolidated financial statements
and notes should be read in conjunction with the consolidated financial
statements and notes thereto in the Annual Report on Form 10-K for the fiscal
year ended October 3, 1999.
2. INVENTORIES
For interim reporting purposes, cost of goods sold and inventories are estimated
based upon the use of the gross profit method.
Inventories used in the computation of cost of goods sold were:
January 2, 2000 October 3, 1999
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(amounts in 000's)
Raw materials $ 12,378 $ 14,002
Work in process 21,171 22,244
Finished goods 22,081 20,679
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$ 55,630 $ 56,925
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3. CONTINGENCY
In Broomfield, Colorado, the owner of a property located adjacent to a
manufacturing facility owned by a subsidiary of the Company had filed suit
against the subsidiary and other parties, claiming that contaminants migrated to
his property, thereby diminishing its value. In August 1995, the subsidiary,
together with former owners of the manufacturing facility, agreed to settle the
claim and to indemnify the owner of the adjacent property for remediation costs.
Although TCE and other contaminants previously used at the facility were present
in soil and groundwater on the subsidiary's property, the Company vigorously
contested any assertion that the subsidiary was the cause of the contamination.
In November 1998, the Company signed an agreement with three former owners of
this facility whereby the former owners 1) reimbursed the Company for $530,000
of past costs related to the dispute, 2) assume responsibility for 90% of all
future clean-up costs, and 3) indemnify and protect the Company against any and
all third-party claims relating to the contamination of the facility. State and
local agencies in Colorado are reviewing current data and considering study and
cleanup options, and it is not yet possible to predict the future costs for
remediation. In the opinion of management, the final outcome of the Broomfield,
Colorado environmental matter will not have a material adverse effect on the
Company's financial position or results of operations.
The Company is involved in various pending litigation arising out of the normal
conduct of its business, including those relating to commercial transactions,
contracts, and environmental matters. In the opinion of management, the final
outcome of these matters will not have a material adverse effect on the
Company's financial position or results of operations.
4. COMPREHENSIVE INCOME
Effective in the first quarter of fiscal 1999, the Company adopted Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
130"). SFAS 130 establishes standards for reporting and displaying of
comprehensive income and its components in the Company's consolidated financial
statements. Comprehensive income is defined in SFAS 130 as the change in equity
(net assets) of a business enterprise during the period from transactions and
other events and circumstances from non-owner sources. Accumulated other
comprehensive loss consists of the change in the cumulative translation
adjustment. Total comprehensive income for quarters ended January 2, 2000 and
January 3, 1999 was $966,000 and $2,287,000 respectively.
5. EARNINGS PER SHARE
Basic earnings per share have been computed based upon the weighted average
number of common shares outstanding during the respective periods. Diluted
earnings per share have been computed, when the result is dilutive, using the
treasury stock method for stock options outstanding during the respective
periods.
Earnings per share for the quarters ended January 2, 2000 and January 3, 1999
were calculated as follows:
January 2, January 3,
2000 1999
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(in 000's, except per share data)
BASIC
Net income $ 966 $ 2,280
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Weighted-average common shares outstanding 10,920 11,408
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Basic earnings per share $ 0.09 $ 0.20
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DILUTED
Net income 966 2,280
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Weighted-average common shares outstanding for basic 10,920 11,408
Dilutive effect of stock options 107 115
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Weighted-average common shares outstanding on a
diluted basis 11,027 11,523
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Diluted earnings per share $ 0.09 $ 0.20
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6. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133"), which will become effective for the Company in fiscal year 2001. SFAS
133 establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives), and for hedging activities. SFAS 133
is not expected to materially affect the Company's financial position or results
of operations.
7. SEGMENT INFORMATION
In 1999, the Company adopted SFAS 131. The Company's reportable operating
segments are based on geographic location, and the measure of segment profit is
income from operations.
The Company operates predominantly in a single industry segment as a
manufacturer of discrete semiconductors. Geographic areas in which the Company
operates include the United States, Ireland, Hong Kong and India.
Intergeographic sales primarily represent intercompany sales which are accounted
for based on established sales prices between the related companies and are
eliminated in consolidation.
Financial information by geographic segments is as follows:
Quarter Ended Quarter Ended
January 2, 2000 January 3, 1999
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(amounts in 000's)
Net sales
United States
Sales to unaffiliated customers $ 49,311 $ 33,342
Intergeographic sales 4,361 5,016
Europe
Sales to unaffiliated customers 4,443 3,980
Intergeographic sales 748 1,201
Asia
Sales to unaffiliated customers 834 2,095
Intergeographic sales 964 1,282
Eliminations of intergeographic sales (6,073) (7,499)
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54,588 39,417
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Income from operations:
United States 2,255 3,695
Europe 148 290
Asia - 128
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Total $ 2,403 $ 4,113
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January 2, 2000 October 3, 1999
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(amounts in 000's)
Identifiable assets:
United States $ 162,983 $ 166,429
Europe 8,129 8,019
Asia 6,685 7,153
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Total $ 177,797 $ 181,601
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Capital expenditures:
United States $ 2,216 $ 7,712
Europe 21 160
Asia 18 60
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Total $ 2,255 $ 7,932
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Depreciation and amortization:
United States $ 2,028 $ 8,334
Europe 46 169
Asia 72 315
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Total $ 2,146 $ 8,818
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Quarterly Report on Form 10-Q includes current beliefs, expectations and
other forward looking statements, the realization of which may be impacted by
certain important factors discussed below or under "Important Factors Related to
Forward-Looking Statements and Associated Risks" and in Form 10-K for the fiscal
year ended October 3, 1999. (See Part I, Item 1 and Item 3, and Part II, Item
5, Item 7 and Item 8 and elsewhere therein). The Management's Discussion and
Analysis of Financial Condition and Results of Operations and the unaudited
consolidated financial statements and notes should be read in conjunction with
the Management's Discussion and Analysis of Financial Condition and Results of
Operations and the financial statements and notes thereto in the Annual Report
on Form 10-K for the fiscal year ended October 3, 1999.
INTRODUCTION
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Microsemi Corporation is a global supplier of commercial and high-reliability
analog integrated circuits and power and signal discrete semiconductors serving
the satellite, telecommunications, computer and peripherals, military/aerospace,
industrial/commercial, and medical markets.
The Company's analog and mixed-signal integrated circuit products ("ICs") offer
light, sound and power management for desktop and mobile computing platforms as
well as other power control applications. Power management generally refers to
a class of standard linear integrated circuits ("SLICs") which perform voltage
regulation and reference in most electronic systems. The definition of power
management has broadened in recent years to encompass other devices and modules,
often application specific standard products ("ASSPs"), which address particular
aspects of power management, such as audio or display related ICs. This
business is composed of both a core platform of traditional SLICs, such as low
dropout regulators ("LDOs") and pulse width modulators ("PWMs"), and
differentiated ASSPs such as backlight inverters, audio amplification ICs and
small computer standard interface ("SCSI") terminators.
Major discrete products are silicon rectifiers, zener diodes, low leakage and
high voltage diodes, temperature compensated zener diodes, transistors and a
family of subminiature high power transient suppressor diodes. The Company also
manufactures discrete semiconductors for commercial applications, such as
automatic surge protectors, transient suppressor diodes used for telephone
applications and computer switching diodes used in computer systems.
A partial list of applications of the Company's discrete semiconductor products
includes: heart pacer transient shock protector diodes (where the Company
believes it is the leading supplier in that market), low leakage diodes,
transistors used in jet aircraft engines and high performance test equipment,
high temperature diodes used in oil drilling sensing elements operating at 200
degrees centigrade, temperature compensated zener or rectifier diodes used in
missile systems, power transistors and other electronic systems. The Company's
integrated circuit products are used in computer and data storage, lighting,
automotive, telecommunications, test instruments, defense and space equipment,
high-quality sound reproduction and data transfer.
RESULTS OF OPERATIONS FOR THE QUARTER ENDED JANUARY 2, 2000 COMPARED TO THE
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QUARTER ENDED JANUARY 3, 1999.
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Net sales for the first quarter of fiscal year 2000 increased $15,171,000 to
$54,588,000, from $39,417,000 for the first quarter of fiscal year 1999. The
increase includes higher sales of our power management and RF products to the
telecommunications and computer/peripheral markets. The increase in sales for
the first quarter of fiscal year 2000 included $17,389,000 from the LinFinity
Microelectronics, Inc. ("LinFinity") and Microsemi Microwave Products (MMP)
divisions, which were acquired in April and June 1999. Excluding sales from
LinFinity and MMP, sales for the first quarter of current fiscal year decreased
$2,218,000 compared to the same quarter of last year. This decrease was
primarily due to lower sales of commercial satellite products.
Gross profit increased $2,707,000 to $13,568,000 for the first quarter of fiscal
year 2000 from $10,861,000 for the first quarter of fiscal year 1999. However,
gross margin percentage for the first quarter of fiscal year 2000 was 24.9%,
down from 27.6% in the first quarter of last year. Gross profit in the first
quarter of fiscal year 2000 included $5,736,000 from the LinFinity and MMP
divisions. Excluding gross profit from LinFinity and MMP, gross profit for the
first quarter of current year decreased $3,029,000 compared to the same quarter
of last year. This decrease and the decline in gross profit percentage to 21.3%
(excluding LinFinity and MMP) were due to lower capacity utilization and
shipments in satellite business.
Selling and administrative expenses increased $2,311,000 to $8,426,000 for the
first quarter of fiscal year 2000 compared to the corresponding period of the
prior year. The increase was primarily due to the additions of LinFinity and
MMP. Research and development for the first quarter of fiscal year 2000
increased $1,997,000 to $2,345,000 from $348,000 for the first quarter of fiscal
year 1999. The increase was due to higher spending to develop power management
and RF products for telecommunications, medical and computer markets.
Interest expense increased $496,000 due to increases in borrowings to finance
the LinFinity and MMP acquisitions.
The effective income tax rates of 33% and 38% in the quarters ended January 2,
2000 and January 3, 1999, respectively, were the combined result of taxes
computed on consolidated income. The lower effective tax rate in the current
quarter is primarily attributable to adjustments to accrual rate due in
significant part to a higher proportion of income earned within lower tax rate
jurisdictions.
CAPITAL RESOURCES AND LIQUIDITY
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Net cash provided by operating activities was $7,164,000 and $1,318,000 for the
first quarters of fiscal years 2000 and 1999, respectively. The increase in
cash provided by operating activities was primarily attributable to changes in
earnings, accounts receivable, inventories and other assets.
Net cash used in investing activities was $2,735,000 and $1,029,000 for the
first quarters of fiscal years 2000 and 1999, respectively. The increase was
primarily due to a higher level of purchases of property and equipment.
Net cash used in financing activities was $4,341,000 and $2,528,000 for the
first quarters of fiscal years 2000 and 1999, respectively. The cash used in
financing activities in the first quarter of fiscal year 2000 was primarily a
result of payments on the Company's debt. The net cash used in financing
activities in the first quarter of fiscal year 1999 was primarily a result of
the repurchases of the Company's common stock.
Microsemi Corporation's operations in the quarter ended January 2, 2000 were
funded with internally generated funds and borrowings under the Company's
revolving line of credit, which expires in March 2003. Under this line of
credit, the Company can borrow up to $30,000,000. As of January 2, 2000,
$15,500,000 was borrowed and $10,100,000 was available under this credit
facility. At January 2, 2000, the Company had $7,712,000 in cash and cash
equivalents.
The Company is committed by the terms of its revolving line of credit and other
credit facilities to make debt service payments on its outstanding indebtedness.
Based upon information currently available, the Company believes that it can
meet its current operating cash and debt service requirements with internally
generated funds together with its available borrowings.
IMPORTANT FACTORS RELATED TO FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
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Other than historical information herein, this Form 10-Q is comprised of
forward-looking statements, which are based on current expectations of the
Company's management and involve a number of risks and uncertainties. The
forward-looking statements included herein are based on, among other items,
current assumptions that the Company will be able to meet its current operating
cash and debt service requirements with internally generated funds and its
available line of credit, that it will be able to successfully resolve disputes
and other business matters as anticipated, that competitive conditions within
the semiconductor, surface mount and custom diode assembly industries will not
change materially or adversely, that the Company will retain existing key
personnel, that the Company's forecasts will reasonably anticipate market demand
for its products, and that there will be no materially adverse change in the
Company's operations or business. Adverse changes could result from any number
of factors, including fluctuations in economic conditions, potential effects of
inflation, lack of earnings visibility, dependence upon a small number of
customers or markets, dependence upon suppliers, future capital needs, rapid
technological changes, difficulties integrating acquired businesses, ability to
realize cost savings or productivity gains, potential cost increases, dependence
on key personnel, difficulties regarding hiring and retaining qualified
personnel in a competitive labor market, risks of doing business in
international markets, and problems of third parties. Other factors that could
cause results to vary materially from current expectations are discussed
elsewhere in this Form 10-Q or in the Company's Form 10-K filed with the
Securities and Exchange Commission for the prior fiscal year. Assumptions
relating to the foregoing involve judgments that are difficult to predict
accurately and are subject to many factors that can materially affect results.
Forecasting and other management decisions are subjective in many respects and
thus susceptible to interpretations and periodic revisions based on actual
experience and business developments, the impact of which may cause the Company
to alter its forecasts, which may in turn affect the Company's results. In
light of the factors that can materially affect the forward-looking information
included herein, investors are cautioned against placing undue reliance thereon.
The inclusion of such information should not be regarded as a representation by
the Company or any other person that the objectives or plans of the Company will
be achieved, and the Company does not undertake to update such information.
Additional factors that could cause results to vary materially from current
expectations are discussed under the heading "Important factors related to
forward-looking statements and associated risks" in the Company's annual report
in the Form 10-K as filed with the Securities and Exchange Commission in
December 1999, and elsewhere in that Form 10-K, including but not limited to
under the headings, "Legal Proceedings," "Management's Discussion and Analysis
of Financial Condition and Results of Operations," and the notes to the
financial statements.
ORDER BACKLOG
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The Company's consolidated order backlog was $69,000,000 at January 2, 2000,
compared to $51,000,000 at January 3, 1999 and $66,700,000 at October 3, 1999.
The Company's backlog as of any particular date may not be representative of
actual sales for any succeeding period because lead times for the release of
purchase orders depend upon the scheduling practices of individual customers,
the delivery times of new or non-standard products can be affected by scheduling
factors and other manufacturing considerations, the rate of booking new orders
can vary significantly from month to month, and the possibility of customer
changes in delivery schedules, ordering practices, or cancellations of orders.
The Company receives minimal notice of some changes that materially affect
backlog.
YEAR 2000 READINESS DISCLOSURE
- ------------------------------
The information below constitutes a "Year 2000 Readiness Disclosure" for
purposes of the Year 2000 Information and Readiness Disclosure Act.
Microsemi made certain investments in its equipment and business system and
application software to ensure the Company is year 2000 ("Y2K") compliant. The
Company estimates that the expenses to date for the Y2K project have been
approximately $1,800,000.
Y2K issues did not have any significant impact on the operations of the Company.
However, the Company continues to monitor its operations for any possible
adverse effect.
Any undetected Y2K issues could result in material adverse effects on the
Company, such as failure to efficiently utilize manufacturing capacity, shipping
delays, loss of critical data, disrupted communications, product defects,
inventory write-offs, waste of inventory and supplies, personal injury,
difficulties in managing its operations, errors in accounting, and such indirect
adverse effects as claims by third parties against the Company that may relate
thereto. In addition, if Y2K problems are experienced by any of the Company's
significant customers, suppliers, public utilities, service providers or
business partners, or other third parties, this could cause or contribute to
delays or interruptions in placing orders, or in delivery of products or
services to the Company, or in collection of receivables, or in interruptions in
the Company's electrical or telecommunications utilities, such delays or
interruptions could have a material adverse effect on the Company's business,
financial condition, results of operations and cash flows. In addition,
insurance coverage for the risks described above may be unavailable.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Inapplicable.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
Inapplicable
Item 2. Changes in Securities
---------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
Inapplicable
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibit:
Exhibit 27 Unaudited Financial Data Schedule for the three months
ended January 2, 2000.
(b) Reports on Form 8-K:
None
SIGNATURES
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 thereunto duly authorized.
MICROSEMI CORPORATION
By: /s/ DAVID R. SONKSEN
---------------------
David R. Sonksen
Vice President - Finance and
Chief Financial Officer
(Principal Financial Officer and
Chief Accounting Officer and duly
authorized to sign on behalf of the
Registrant)
DATED: February 9, 2000