SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended December 28, 1997
------------------------------------------------
or
[_] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _______ to _______
Commission File No. 0-8866
MICROSEMI CORPORATION
---------------------
(Exact name of registrant as specified in its charter)
Delaware 95-2110371
------------------------------- ------------------
(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 [_]
The number of shares outstanding of the issuer's Common Stock, $.20 par value,
on January 12, 1998 was 9,214,676.
1
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
The unaudited consolidated financial information for the quarter ended
December 28, 1997 of Microsemi Corporation and Subsidiaries (the "Company") and
the comparative unaudited consolidated financial information for the
corresponding period of the prior year, together with the balance sheet as of
September 28, 1997 are attached hereto and incorporated herein by this
reference.
2
MICROSEMI CORPORATION AND SUBSIDIARIES
Unaudited Consolidated Balance Sheets
(amounts in 000's)
December 28, 1997 September 28, 1997
----------------- ------------------
ASSETS
Current assets
Cash and cash equivalents $ 5,753 $ 6,145
Accounts receivable less allowance for
doubtful accounts, $2,614 at December 28,
1997 and $2,665 at September 28, 1997 25,212 25,093
Inventories 53,700 53,248
Deferred income taxes 8,160 8,160
Other current assets 2,034 4,363
-------- --------
Total current assets 94,859 97,009
-------- --------
Property and equipment, at cost 72,219 70,485
Less: Accumulated depreciation (36,625) (35,614)
-------- --------
35,594 34,871
-------- --------
Other assets 4,426 3,314
-------- --------
$134,879 $135,194
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes payable to banks and others $ 2,350 $ 4,633
Current maturity of long-term debt 3,577 3,574
Accounts payable 9,846 11,304
Accrued liabilities 16,151 15,942
Income taxes payable 6,201 5,743
-------- --------
Total current liabilities 38,125 41,196
-------- --------
Deferred income taxes 2,544 2,544
-------- --------
Long-term debt 46,394 47,621
-------- --------
Other long-term liabilities 1,908 1,924
-------- --------
Stockholders' equity
Common stock, $.20 par value; authorized 20,000
shares; issued 9,176 shares at December 28,
1997 and 8,736 shares at September 28, 1997 1,835 1,747
Paid-in capital 17,046 16,197
Retained earnings 27,027 23,965
-------- --------
Total stockholders' equity 45,908 41,909
-------- --------
$134,879 $135,194
======== ========
See accompanying Notes to Unaudited Consolidated Financial Statements.
3
MICROSEMI CORPORATION AND SUBSIDIARIES
Unaudited Consolidated Income Statements
(amounts in 000's, except earnings per share)
13 Weeks Ended 13 Weeks Ended
December 28, 1997 December 29, 1996
----------------- -----------------
Net sales $44,052 $35,759
Cost of sales 32,033 26,015
------- -------
Gross profit 12,019 9,744
------- -------
Operating expenses
Selling 2,542 2,149
General and administrative 3,598 3,344
------- -------
Total operating expenses 6,140 5,493
------- -------
Income from operations 5,879 4,251
------- -------
Other (expense) income
Interest expense (net) (912) (960)
Other 20 (34)
------- -------
Total other expense (892) (994)
------- -------
Income before income taxes 4,987 3,257
Provision for income taxes 1,895 1,368
------- -------
Net income $ 3,092 $ 1,889
======= =======
Earnings per share
-Basic $ 0.35 $ 0.24
======= =======
-Diluted $ 0.28 $ 0.19
======= =======
Weighted average common shares outstanding
-Basic 8,907 8,013
-Diluted 12,005 11,842
See accompanying Notes to Unaudited Consolidated Financial Statements.
4
MICROSEMI CORPORATION AND SUBSIDIARIES
Unaudited Consolidated Statements of Retained Earnings
(amounts in 000's)
13 Weeks Ended 13 Weeks Ended
December 28, 1997 December 29, 1996
----------------- -----------------
Retained earnings at beginning
of period $23,965 $12,931
Net income 3,092 1,889
Translation loss from foreign currency (30) (3)
------- -------
Retained earnings at end of period $27,027 $14,817
======= =======
See accompanying Notes to Unaudited Consolidated Financial Statements.
5
MICROSEMI CORPORATION AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
(amounts in 000's)
13 Weeks Ended 13 Weeks Ended
December 28, 1997 December 29, 1996
----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITITES:
Net income $ 3,092 $ 1,889
Adjustments to reconcile net income to net
cash provided from operating activities
Depreciation and amortization 1,071 882
Increase (decrease) in allowance for doubtful accounts (51) 40
Changes in assets and liabilities, net of acquisition:
Accounts receivable (68) 3,482
Inventories (452) (1,796)
Other current assets 2,329 (206)
Other assets (172) (129)
Accounts payable (1,458) (827)
Accrued liabilities 209 (1,564)
Income taxes payable 458 (97)
Other (30) (3)
------- -------
Net cash provided from operating activities 4,928 1,671
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for acquisition - (2,200)
Investment in an unconsolidated affiliate (1,000) -
Purchases of property and equipment (1,734) (1,276)
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Net cash used in investing activities (2,734) (3,476)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in notes payable to banks and others (2,283) 1,714
Proceeds from issuance of long-term debt - 655
Payments of long-term debt (472) (355)
Reduction of other long-term liabilities (16) (68)
Exercise of employee stock options 185 49
------- -------
Net cash provided from (used in) financing activities (2,586) 1,995
------- -------
Net increase (decrease) in cash and cash equivalents (392) 190
Cash and cash equivalents at beginning of period 6,145 4,059
------- -------
Cash and cash equivalents at end of period $ 5,753 $ 4,249
======= =======
See accompanying Notes to Unaudited Consolidated Financial Statements.
6
MICROSEMI CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
December 28, 1997
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 financial statements and notes
thereto in the Annual Report on Form 10-K for the fiscal year ended September
28, 1997.
2. INVENTORIES
For interim reporting purposes, cost of goods sold and inventories are estimated
based upon the use of the gross profit method applied to each product line.
Inventories used in the computation of cost of goods sold were:
December 28, 1997 September 28, 1997
----------------- ------------------
(amounts in 000's)
Raw materials $17,019 $15,954
Work in process 21,771 23,774
Finished goods 14,910 13,520
------- -------
$53,700 $53,248
======= =======
3. ACCRUED LIABILITIES
Accrued liabilities consist of:
December 28, 1997 September 28, 1997
----------------- ------------------
(amounts in 000's)
Accrued payroll, profit sharing,
benefits and related taxes $ 7,283 $ 9,016
Accrued interest 3,241 2,641
Other accrued liabilities 5,627 4,285
------- -------
$16,151 $15,942
======= =======
7
4. BORROWINGS
Long-term debt consisted of:
December 28, 1997 September 28, 1997
----------------- ------------------
(amounts in 000's)
City of Broomfield, Colorado, Industrial Development Bond-bearing
interest at 7.875% due in installments from 1996 to 2000; secured
by a first deed of trust $ 2,520 $ 2,520
City of Santa Ana, California, Industrial Development Revenue
Bond-bearing interest at 6.75% due in installments from 1998 to
2005; secured by a first deed of trust 5,350 5,350
Convertible Subordinated Debentures-bearing interest at
5.875% due 2012 33,259 33,261
Convertible Subordinated Notes-bearing interest at 10% due in 1999 - 750
Equipment lease due to GE Capital Public Finance, Inc., bearing
interest at 5.93%, payable in monthly installments through July
2002 2,475 2,700
Notes payable (PPC acquisition) bearing interest at 7% due monthly
through September 2009 2,303 2,370
Notes payable-bearing interest at rates in ranges of 5% - 10% due
between January 1998 and September 2002 4,064 4,244
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49,971 51,195
Less current portion (3,577) (3,574)
------- -------
$46,394 $47,621
======= =======
A $2,520,000 Industrial Revenue Bond, due to the City of Broomfield, Colorado,
carries an interest rate of 7.875% per annum. The terms of the bond require
principal payments of $215,000 in 1998, $230,000 in 1999 and $2,075,000 in 2000.
A $5,350,000 Industrial Development Revenue Bond was originally issued in April
1985, through the City of Santa Ana for the construction of improvements and new
facilities at the Santa Ana plant. It was remarketed in 1995 and carries an
average interest rate of 6.75% per annum. The terms of the bond require
principal payments of $1,050,000 in 1998, $100,000 annually from 1999 to 2004
and $3,700,000 in 2005. A $5,557,000 letter of credit is carried by a bank to
guarantee the repayment of this bond. There are no compensating balance
requirements, however, the letter of credit agreement requires the Company to
make collateral payments of $350,000 on February 1, 1996, 1997 and 1998,
totaling $1,050,000 to assure the payment of principal scheduled for February 1,
1998. The payment of $1,050,000 has been made as required. An annual
commitment fee of 2% is charged on this letter of credit. In addition, the
agreement contains provisions regarding net worth and working capital. The
Company was in compliance with the aforementioned covenants at December 28,
1997.
In February 1987, the Company sold $40,250,000 of 5.875% convertible
subordinated debentures due 2012. The debentures are convertible into common
stock at $13.55 per share. As of September 28, 1997
8
they are redeemable at 100% of par plus accrued interest. Deferred debt issuance
costs of $1,128,000 are included in other assets and are being amortized over
the life of the debentures on a straight-line basis. In fiscal years 1987, 1988,
1989 and 1991, the Company repurchased a total of $6,969,000 of these debentures
due to favorable market conditions. In the first quarter of fiscal year 1998,
$2,000 was converted into 147 shares of common stock. Commencing in March 1997,
the debentures require annual sinking fund payments in the amount of 5% of the
principal amount thereof, less the principal amount of converted or redeemed
debentures. As of December 28, 1997, the amount of redeemed and converted
debentures would have satisfied this requirement through March 1, 1999. (See
Note 8.)
In June 1992, the Company of 10% Convertible Subordinated Notes, due in 1999, to
an officer and two existing shareholders to finance a portion of an acquisition
completed in fiscal year 1992. The notes were converted, at $1.875 per share,
into 53,333; 613,331 and 400,000 shares of common stock in fiscal years 1996,
1997 and 1998, respectively.
In June 1997, the Company entered into a $2,700,000 equipment lease agreement
with GE Capital Public Finance, Inc., providing for monthly payments through
July 2002 of $45,000 plus interest at 5.93% per annum.
In September 1999, the Company issued notes of $2,370,000, related to the PPC
acquisition, payable to the former owners, bearing an interest rate of 7%, due
in monthly installments through September 2009.
The Company maintains a revolving credit facility with a domestic bank which
will continue through September 1999. Under the credit facility the Company can
borrow up to $15,000,000. The credit line has an interest rate of prime and is
secured by substantially all of the assets of the Company. In addition, the
credit agreement contains provisions regarding net worth and working capital.
The Company is in compliance with the aforementioned covenants at December 28,
1997. At December 28, 1997, $2,065,000 was borrowed under this credit facility.
5. EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued SFAS No. 128,
"Earnings Per Share". This Statement establishes standards for computing and
requires the presentation of basic and diluted earnings per share (EPS). The
Company has adopted this statement in the current period and has restated the
EPS for the prior year period as required.
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 and based upon the assumption that the convertible subordinated debt had
been converted into common stock as of the beginning of the respective periods,
with a corresponding increase in net income to reflect a reduction in related
interest expense, net of applicable taxes.
9
Earnings per share for the quarters ended December 28, 1997 and December 29,
1996 were calculated as follows:
December 28, 1997 December 29, 1996
----------------- -----------------
BASIC
Net income $ 3,092 $ 1,889
======= =======
Weighted-average common shares outstanding 8,907 8,013
======= =======
Basic earnings per share $ 0.35 $ 0.24
======= =======
DILUTED
Net income $ 3,092 $ 1,889
Interest savings from assumed conversions
of convertible debt, net of income
taxes 310 321
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Net income assuming conversions $ 3,402 $ 2,210
======= =======
Weighted-average common shares outstanding 8,907 8,013
Stock options 375 401
Convertible debt 2,723 3,428
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Weighted-average common
shares outstanding on a diluted basis 12,005 11,842
======= =======
Diluted earnings per share $ 0.28 $ 0.19
======= =======
10
6. STATEMENT OF CASH FLOWS
For purposes of the unaudited Consolidated Statements of Cash Flows, the Company
considers all short-term, highly liquid investments having a maturity of three
months or less at the date of acquisition to be cash equivalents.
Supplementary information
- -------------------------
13 weeks ended 13 weeks ended
December 28, 1997 December 29, 1996
----------------- -----------------
(amounts in 000's)
Cash paid during the period for:
Interest $ 373 $ 289
====== ======
Income taxes $1,502 $1,198
====== ======
Non-cash financing activities:
Conversion of subordinated debt
into 400,147 and 240,000
shares of common stock
(See Note 4) $ 752 $ 450
Business acquired in purchase
transaction:
Fair values of assets acquired $ - $2,900
Less debt issued - (700)
------ ------
Cash paid for acquisition $ - $2,200
====== ======
7. 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 the former owners of the manufacturing facility, agreed to settle
the claim and to indemnify the owner of the adjacent property from remediation
costs. Although contaminants previously used at the facility are present in
soil and groundwater on the subsidiary's property, the Company vigorously
contests any assertions that the subsidiary is the cause of the contamination;
however, there can be no assurance that recourse will be available against third
parties. State and local agencies in Colorado are reviewing current data and
considering study and cleanup options, and it is not yet possible to predict
costs for remediation or the allocation thereof among potentially responsible
parties.
8. SUBSEQUENT EVENTS
On December 31, 1997, the Company sold General Microcircuits, Inc., a wholly
owned subsidiary in Mooresville, North Carolina, for $5,000,000 in cash and
$2,000,000 in a note receivable. Microsemi does not expect any material gain or
loss from this transaction.
On January 21, 1998, the Company and BKC Semiconductors Incorporated (BKC),
Lawrence, Massachusetts, jointly announced a definitive agreement whereby
Microsemi will acquire all of the common stock of BKC for approximately
$13,400,000 in cash. Microsemi intends to finance this acquisition with cash on
hand and borrowings under its existing credit facilities. BKC is a publicly
held
11
company. It manufactures discrete semiconductors with sales of approximately
$11,000,000 for the fiscal year ended September 28, 1997. The acquisition will
be accounted for under the purchase method.
On January 26, 1998, the Company announced that it intends to redeem its 5.875%
convertible subordinated debentures as of February 12, 1998. The holders may
convert their debentures into common stock of the Company, at any time prior to
5 p.m. Pacific Standard Time, February 12, 1998. The Company expects that most
of the $33,259,000 outstanding debentures will be converted and has previously
received notices from holders of $26,826,000 in face value of debentures,
indicating their intention to convert their debentures into Common Stock.
12
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q includes forward looking statements, the
realization of which may be impacted by certain important factors discussed
below under "Important Factors Related to Forward-Looking Statements and
associated Risks" and in Form 10-K for the fiscal year ended September 28, 1997.
Introduction
- ------------
Microsemi Corporation is a multinational supplier of high reliability power
semiconductors, surface mount and custom diode assemblies for the electronics,
computer, telecommunications, defense/aerospace and medical markets. The
Company's semiconductor products include diodes, transistors and silicon
controlled rectifiers (SCR's) which can be used in virtually all electrical and
electronic circuits. Typical functions include solid state switching, signal
processing, voltage and power regulation, circuit protection and absorption of
electrical surges and transient voltage spikes. Technologies for these devices
range from the very mature mesa rectifier diodes, still used in all types of
power supply applications, to the newly designed micro-miniature transient
absorbers, which are mounted within the cables used to connect computer or
telecommunications equipment.
Capital Resources and Liquidity
- -------------------------------
Microsemi Corporation's operations in the three months ended December 28, 1997
were funded with internally generated funds and borrowings under the Company's
line of credit. In September 1997, the Company renewed its credit line with a
bank. Under the current line of credit, the Company can borrow up to
$15,000,000. As of December 28, 1997, $2,065,000 was borrowed under this credit
facility. At December 28, 1997, the Company had $5,753,000 in cash and cash
equivalents.
A $5,350,000 Industrial Development Revenue Bond was originally issued in April
1985, through the City of Santa Ana Industrial Development Authority for the
construction of improvements and new facilities at the Santa Ana plant. It was
remarketed in 1995 and carries an average interest rate of 6.75% per annum. The
terms of the bond require principal payments of $1,050,000 in 1998, $100,000
annually from 1999 to 2004 and $3,700,000 in 2005. A $5,557,000 letter of credit
is carried by a bank to guarantee the repayment of this bond. The principal
payment of $1,050,000, consisting of $350,000 in cash and $700,000 in matured
certificates of deposit, scheduled for February 1, 1998 has been made as
required.
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.
In October 1996, Microsemi purchased certain assets and the right to manufacture
a selected group of products of the high-reliability portion of SGS Thomson's
Radio Frequency (RF) Semiconductor business in Montgomeryville, Pennsylvania
(the RF Products acquisition). In September 1997, Microsemi PPC, Inc. (PPC),
formerly known as Micro PPC Acquisition Corp., a wholly owned subsidiary of the
Company, purchased substantially all of the assets and assumed certain
liabilities of PPC Products Corp., Technett Seals Inc., and Semiconductors, Inc.
(collectively referred to as PPC Products). PPC Products is a supplier of power
transistors, fixed and adjustable linear regulators, and
13
power rectifiers and is located in Riviera Beach, Florida. The aggregate
purchase price for both entities included approximately $5,201,000 in cash and
$3,070,000 in notes payable.
The Company's 5.875% Convertible Subordinated Debentures due 2012 require
semiannual interest payments of approximately $977,000. The Debentures are
callable at 100% of face value and are convertible at the option of the holder
into Common Stock at a conversion price of $13.55 per share. On January 26,
1998, the Company announced that it intends to redeem the debentures. (See note
8.)
On December 31, 1997, the Company sold General Microcircuits, Inc., a wholly
owned subsidiary in Mooresville, North Carolina, for $5,000,000 in cash and
$2,000,000 in a promissory note. Microsemi does not expect any material gain or
loss from this transaction.
On January 21, 1998, the Company and BKC Semiconductors Incorporated (BKC),
Lawrence, Massachusetts, jointly announced a definitive agreement whereby
Microsemi will acquire all of the outstanding stock of BKC for approximately
$13,400,000. (See Note 8.)
On January 29, 1998, the Company announced that it has made an equity investment
of approximately $1,000,000 in Xemod, Inc. Xemod was founded in 1994 and
headquartered in Sunnyvale, California. It designs, manufacturers and markets
power amplifier semiconductor components targeted at the cellular and wireless
communication markets.
The Company has no other significant capital commitments.
The average collection period of accounts receivable was 52 days for the current
quarter compared to 59 days for the same period of fiscal year 1997. The
improvement was due to higher sales and a better collection effort.
The average days sales of products in inventories was 152 for the three months
ended December 28, 1997 compared to 171 days for the corresponding period of
fiscal year 1997. The decrease was primarily due to higher shipments in the
current period and an effort to control inventories.
RESULTS OF OPERATIONS FOR THE QUARTER ENDED DECEMBER 28, 1997 COMPARED TO THE
QUARTER ENDED DECEMBER 29, 1996.
Net sales for the first quarter of fiscal year 1998 increased $8,293,000 to
$44,052,000, from $35,759,000 for the first quarter of fiscal year 1997; this
increase was primarily due to strong demand for the space market related
products, higher shipments of the Powermite and the addition of PPC Products,
which was acquired in September 1997.
Gross profit increased $2,275,000 to $12,019,000 or 27.3% of sales for the
current quarter of fiscal year 1998 from $9,744,000 or 27.2% of sales for the
first quarter of fiscal year 1997. The increase of gross profit was due to
higher sales.
Operating expenses for the current quarter of fiscal year 1998 increased
$647,000 compared to that of the corresponding period of the prior year;
primarily due to the addition of the PPC subsidiary.
The effective tax rates of 38% and 42% in the first quarters of fiscal years
1998 and 1997 were the combined result of taxes computed on foreign and domestic
income. The prior year tax rate was higher due to certain non-deductible losses,
a less favorable mix of worldwide income and other adjustments.
14
Important factors related to forward-looking statements and associated risks
- ----------------------------------------------------------------------------
This Form 10-Q contains certain forward-looking statements that are based on
current expectations 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. Other factors that could cause results to
vary materially from current expectations are discussed elsewhere in this Form
10-Q. 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, 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.
The unaudited consolidated financial statements and notes should be read in
conjunction with the financial statements and notes thereto in the Annual Report
in Form 10-K for the fiscal year ended September 28, 1997. 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 Form 10-K as
filed December 29, 1997 with the Securities and Exchange Commission, and
elsewhere in that Form 10-K.
Order Backlog
- -------------
The Company's consolidated order backlog was $67,000,000 as of December 28,
1997, compared to $64,000,000 at December 29, 1996 and $67,000,000 at September
28, 1997. Backlog of General Microcircuits, Inc., has been eliminated from the
previously published amounts. (See note 8.)
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 or cancellations of orders.
15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
Inapplicable
Item 2. Changes in Securities
---------------------
Inapplicable
Item 3. Defaults Upon Senior Securities
-------------------------------
Inapplicable
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) Inapplicable
(b) Inapplicable
(c) Inapplicable
(d) Inapplicable
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
Exhibit 10.82 Change of Control Agreement with Mr. Philip
Frey, Jr.
Exhibit 10.83 Change of Control Agreement with Mr. David R.
Sonksen.
Exhibit 10.84 Supplemental Executive Retirement Plan
Exhibit 27 Unaudited Financial Data Schedule for the three
months ended December 28, 1997.
(b) Reports on Form 8-K:
None
16
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 6, 1998
17