ALISO VIEJO, Calif., Jan. 22, 2015 /PRNewswire/ -- Microsemi Corporation (Nasdaq: MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, today reported unaudited results for its first quarter of fiscal year 2015 ended Dec. 28, 2014.

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Net sales for Microsemi's first quarter of fiscal year 2015 were a record $303.6 million, up 18.8 percent from the first quarter of 2014. GAAP gross margin for the first quarter of 2015 was 55.4 percent, inclusive of the effect of non-cash acquisition-related purchase accounting, compared to 54.1 percent in the first quarter of 2014. GAAP operating margin for the first quarter of 2015 was 9.8 percent compared to 2.8 percent in the first quarter of 2014. GAAP net income for the first quarter of 2015 was $19.7 million or $0.21 per diluted share compared to $1.4 million or $0.01 per diluted share for the first quarter of 2014. Operating and free cash flow for the first quarter of 2015 were a record of $66.9 million and $53.8 million, respectively.

For the first quarter of fiscal year 2015, non-GAAP gross margin was 56.2 percent. Non-GAAP operating margin was 24.4 percent, improving 40 basis points from the prior quarter and 320 basis points from the first quarter of 2014. Non-GAAP net income for the first quarter of 2015 was a record $61.9 million compared to $61.4 million for the fourth quarter of 2014 and $42.9 million for the first quarter of 2014. Non-GAAP diluted earnings per share for the first quarter of 2015 were $0.65.

"Microsemi made significant progress in our first fiscal quarter and we are pleased to see strong execution on our strategic business model," said James J. Peterson, chairman of the board and CEO of Microsemi. "Our continued operational excellence and increased traction with tier-one customers are supporting the long-term growth and enhanced profitability necessary to yield strong shareholder returns."

Business Outlook

Microsemi currently expects net sales in the second quarter of fiscal year 2015 to be flat to down 4.5% and expects non-GAAP diluted earnings per share of between $0.64 and $0.68.

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. Non-GAAP financial measures are reconciled to comparable GAAP financial measures in the accompanying financial tables.

Information for First Quarter 2015 Earnings Conference Call and Webcast

Date: Thursday, Jan. 22, 2015
Time: 4:45 p.m. EST (1:45 p.m. PST)

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. EST (1:30 p.m. PST). International callers can call 706-634-1357. Please provide the following ID number: 64138305.

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 and strategic business model continue to support long-term growth, enhance profitability and yield strong shareholder returns, 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; 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; risks related to the company's international operations and sales, including political instability, trade restrictions and sanctions, restrictions in the transfer or repatriation of funds, currency fluctuations and availability of transportation services; potential non-realization of expected orders or non-realization of backlog; failure to make sales indicated by the company's book-to-bill ratio; intense competition in the semiconductor industry and resultant downward price pressure; 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; 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; 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)


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


                             Quarter Ended
                             -------------

                 Dec 28,                   Sep 28,                Dec 29,
                     2014                        2014                   2013
                     ----                        ----                   ----

    Net sales                   $303.6                                                   $303.3        $255.6


    Selected
     GAAP
     Financial
     Measures

    Gross profit                $168.1                                                   $171.0        $138.3

    Gross margin    55.4%                                56.4%                                   54.1%

    Operating
     income                      $29.7                                                    $33.4          $7.2

    Operating
     margin          9.8%                                11.0%                                    2.8%

    Net income                   $19.7                                                    $32.8          $1.4

    Diluted
     earnings
     per share                   $0.21                                                    $0.34         $0.01


    Selected
     Non-GAAP
     Financial
     Measures

    Gross profit                $170.5                                                   $171.0        $143.1

    Gross margin    56.2%                                56.4%                                   56.0%

    Operating
     income                      $74.2                                                    $72.8         $54.1

    Operating
     margin         24.4%                                24.0%                                   21.2%

    Net income                   $61.9                                                    $61.4         $42.9

    Diluted
     earnings
     per share                   $0.65                                                    $0.64         $0.46

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" and "Notes on Non-GAAP Financial Measures."




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


                                          Quarter Ended
                                          -------------

                                 Dec 28,                Sep 28,                  Dec 29,
                                     2014                    2014                      2013
                                     ----                    ----                      ----

    GAAP gross profit                         $168.1                                                  $171.0          $138.3

    Manufacturing profit in
     acquired inventory (1)           2.4                                   -                                    4.8

    Non-GAAP gross profit                     $170.5                                                  $171.0          $143.1


    GAAP operating income                      $29.7                                                   $33.4            $7.2

    Adjustments to GAAP gross
     profit                           2.4                                   -                                    4.8

    Restructuring and other
     special charges (2)              4.2                                 1.8                                     8.3

    Facility consolidation and
     equipment charges (2)            3.5                                 2.7                                       -

    Amortization of intangible
     assets (3)                      23.6                                23.1                                    22.0

    Stock based compensation (4)     10.7                                11.3                                    10.1

    Acquisition costs (5)             0.1                                 0.5                                     1.7
                                      ---                                 ---                                     ---

    Non-GAAP operating income                  $74.2                                                   $72.8           $54.1
                                               -----                                                   -----           -----


    GAAP net income                            $19.7                                                   $32.8            $1.4

    Adjustments to GAAP gross
     profit and operating income     44.5                                39.4                                    46.9

    Credit facility issuance and
     derivative fair value costs
     (6)                               -                                0.1                                   (0.1)

    Income tax effect on non-
     GAAP adjustments (7)           (2.3)                             (10.9)                                  (5.3)
                                     ----                               -----                                    ----

    Non-GAAP net income                        $61.9                                                   $61.4           $42.9
                                               -----                                                   -----           -----


    GAAP diluted earnings per
     share                                     $0.21                                                   $0.34           $0.01

    Effect of non-GAAP
     adjustments on diluted
     earnings per share                        $0.44                                                   $0.30           $0.45
                                               -----                                                   -----           -----

    Non-GAAP diluted earnings
     per share                                 $0.65                                                   $0.64           $0.46
                                               -----                                                   -----           -----


    Weighted-average diluted
     shares used in calculating
     non-GAAP diluted earnings
     per share                       95.1                                95.6                                    93.5


    Operating cash flow                        $66.9                                                   $59.6           $62.5

    Capital expenditures           (13.1)                             (10.6)                                 (12.1)

    Free cash flow                             $53.8                                                   $49.0           $50.4
                                               -----                                                   -----           -----

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."


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


                    Quarter Ended December 28, 2014
                    -------------------------------

               GAAP                            Non-GAAP
                                             Adjustments            Non-GAAP
                 ----                       ------------            --------

    Net sales                      $303.6                                    $                  - $303.6

    Gross
     profit                        $168.1                                                    $2.4  $170.5

    Operating
     income                         $29.7                                                   $44.5   $74.2

    Net income                      $19.7                                                   $42.2   $61.9

    Diluted
     earnings
     per share                      $0.21                                                   $0.44   $0.65

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" and "Notes on Non-GAAP Financial Measures."


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


                                  Quarter Ended
                                  -------------

                         Dec 28,                 Sep 28,                  Dec 29,
                             2014                     2014                      2013
                             ----                     ----                      ----

    Net sales                          $303.6                                              $303.3         $255.6

    Cost of sales           135.5                                132.3                              117.3
                            -----                                -----                              -----

    Gross profit                       $168.1                                              $171.0         $138.3
                                       ------                                              ------         ------


    Operating expenses

    Selling, general and
     administrative                     $60.0                                               $58.9          $55.6

    Research and
     development             47.6                                 50.6                               44.1

    Amortization of
     intangible assets       23.6                                 23.1                               22.0

    Restructuring
     charges                  3.6                                  1.8                                7.7

    Facility
     consolidation
     charges                  3.5                                  2.7                                  -

    Acquisition costs         0.1                                  0.5                                1.7

      Total operating
       expenses                        $138.4                                              $137.6         $131.1
                                       ------                                              ------         ------


    Operating income                    $29.7                                               $33.4           $7.2
                                        -----                                               -----           ----


    Interest and other
     (expense), net         (6.6)                               (6.5)                             (7.9)
                             ----                                 ----                               ----

    Income (loss) before
     income taxes                       $23.1                                               $26.9         $(0.7)

    Provision (benefit)
     for income taxes         3.4                                (5.9)                             (2.1)

    Net income                          $19.7                                               $32.8           $1.4
                                        =====                                               =====           ====


    Earnings per share

    Basic                               $0.21                                               $0.35          $0.01

    Diluted                             $0.21                                               $0.34          $0.01


    Weighted-average
     common shares
     outstanding

    Basic                    93.9                                 93.6                               92.1

    Diluted                  95.1                                 95.6                               93.5


                                  Consolidated Condensed Balance Sheet
                                        (unaudited, in millions)


                                    Dec 28,                            Sep 28,
                                        2014                               2014
                                        ----                               ----

    ASSETS

    Current assets

    Cash and cash equivalents                                 $183.0                      $162.2

    Accounts receivable, net           187.5                                      191.2

    Inventories, net                   202.8                                      205.0

    Deferred income taxes               27.3                                       27.3

    Other current assets                34.2                                       32.9
                                        ----                                       ----

    Total current assets                                      $634.8                      $618.6

    Property and equipment, net        150.9                                      148.7

    Goodwill                           885.6                                      885.6

    Intangible assets, net             328.3                                      351.9

    Deferred income taxes               21.0                                       23.5

    Other assets                        32.5                                       32.8

    TOTAL ASSETS                                            $2,053.1                    $2,061.1
                                                            ========                    ========


    LIABILITIES AND STOCKHOLDERS'
     EQUITY

    Current liabilities

    Accounts payable                                           $73.2                       $75.5

    Accrued liabilities                 84.3                                       85.8
                                        ----                                       ----

    Total current liabilities                                 $157.5                      $161.3

    Credit facility                    698.0                                      698.0

    Deferred income taxes               39.3                                       39.3

    Other long-term liabilities         46.3                                       46.9

    Stockholders' equity             1,112.0                                    1,115.6

    TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                                   $2,053.1                    $2,061.1
                                                            ========                    ========

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 non-GAAP financial measures to 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)    Related to the streamlining of our
                     operations, we also recorded
                     facility consolidation and
                     equipment charges on both leased
                     and owned properties and
                     engineering equipment for
                     development projects we are no
                     longer pursuing. Facilities
                     consisted of manufacturing sites,
                     as well as sales, engineering and
                     administrative space.


                    Restructuring and other special
                     charges consists primarily of
                     severance and other costs related
                     to the consolidation of operations
                     and strategic discontinuation of
                     products. Other special charges
                     also include gains or losses on
                     litigation, net of settlement
                     costs, primarily related to
                     acquisition-related matters.


                    As the operations and products
                     referred to above are not expected
                     to have a continuing contribution
                     to operations or they are 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.
                     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 these items
                     is useful in providing an alternate
                     measure that is reflective of the
                     ongoing characteristics of the
                     amended credit facility. Changes in
                     the fair value of interest rate
                     swaps are non-cash amounts that
                     management excludes from internal
                     measurements and from forecasting
                     future results. 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 these items is useful in
                     providing an alternate measure that
                     excludes these non-cash fair value
                     adjustments that do not reflect
                     ongoing operations.


             (7)    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 cash paid for 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 on diluted earnings per share 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 without unreasonable effort.

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SOURCE Microsemi Corporation