For the first quarter of 2013, highlights include:
• Total revenues of $661.0 million
• GAAP gross margin of 30.9 percent
• Non-GAAP gross margin of 32.0 percent
• GAAP net income per diluted share of $0.05
• Non-GAAP net income per diluted share of $0.10
• Retired $73.4 million of principal value of our 1.875% convertible senior subordinated notes
• Exchanged $60 million of 2.625% convertible senior subordinated notes for $58.5 million of series B notes which extended first put date from December 2013 to December 2016
PHOENIX, Ariz. – May 2, 2013 – ON Semiconductor Corporation (Nasdaq: ONNN) today announced that total revenues in the first quarter of 2013 were $661.0 million, down approximately three percent compared to the fourth quarter of 2012. During the first quarter of 2013, the company reported GAAP net income of $22.6 million, or $0.05 per diluted share. The first quarter 2013 GAAP net income was impacted by $22.1 million of special items. The complete special items detail can be found in the attached schedules.
First quarter 2013 non-GAAP net income was $44.7 million, or $0.10 per diluted share, compared to $37.0 million, or $0.08 per diluted share, for the fourth quarter of 2012. A reconciliation of these non-GAAP financial measures (and other non-GAAP measures used elsewhere in this release, such as non-GAAP gross margin and adjusted EBITDA) to the company's most directly comparable measures prepared in accordance with U.S. GAAP are set forth in the attached schedules and on our website at https://www.onsemi.com.
On a mix-adjusted basis, average selling prices for ON Semiconductor in the first quarter of 2013 were down approximately two percent when compared to the fourth quarter of 2012. Total company GAAP gross margin in the first quarter was 30.9 percent. Non-GAAP gross margin in the first quarter was 32.0 percent.
Adjusted EBITDA for the first quarter of 2013 was $96.8 million. Adjusted EBITDA for the fourth quarter of 2012 was $96.3 million.
"We have seen steady improvement in order trends throughout the March quarter, and we expect this trend to continue,” said Keith Jackson, president and CEO of ON Semiconductor. “Design win momentum remains strong, specifically in our wireless communication, automotive and white goods end markets. With our current design win activity, we are well positioned to benefit from an improving demand environment.
“Revenue for our SANYO Semiconductor Products Group was negatively impacted by a weak Yen and soft business conditions for Japanese consumer electronics manufacturers. However, we believe that revenue for the SANYO Semiconductor group has bottomed in the March quarter and we should see improving trends going forward. We remain committed to achieving break-even on a non-GAAP net income basis for the SANYO Semiconductor group by this year's third quarter and have taken additional measures to reduce this break-even point to $170 million of revenue per quarter from $190 million."
SECOND QUARTER 2013 OUTLOOK
“Based upon product booking trends, backlog levels, and estimated turns levels, we anticipate that total ON Semiconductor revenues will be approximately $675 to $715 million in the second quarter of 2013,” Jackson said. “Backlog levels for the second quarter of 2013 represent approximately 80 to 85 percent of our anticipated second quarter 2013 revenues. We expect that average selling prices for the second quarter of 2013 will be down approximately one to two percent when compared to the first quarter of 2013. The outlook for the second quarter of 2013 includes stock-based compensation expense of approximately $10 to $12 million.”
The following table outlines ON Semiconductor's projected second quarter of 2013 GAAP and non-GAAP outlook.
* Convertible Notes, Non-cash Interest Expense is calculated pursuant to FASB's Accounting Standards Codification (“ASC”) Topic 470: Debt.
** Diluted share count can vary for, among other things, the actual exercise of options or vesting of restricted stock units, the incremental dilutive shares from all of the Company's convertible senior subordinated notes, and the repurchase or the issuance of stock or convertible notes or the sale of treasury shares.
*** Special items may include: amortization of intangible assets, amortization of acquisition-related intangibles, expensing of appraised inventory fair market value step-up, inventory valuation adjustments, purchased in-process research and development expenses, restructuring, asset impairments and other, net, goodwill impairment charges, gains and losses on debt prepayment, non-cash interest expense, income tax adjustments to approximate cash taxes, actuarial (gains) losses on pension plans and other pension benefits, and certain other special items, as necessary.
**** Regulation G and other provisions of the securities laws regulate the use of financial measures that are not prepared in accordance with GAAP. We believe these non-GAAP measures provide important supplemental information to investors. We use these measures, together with GAAP measures, for internal managerial purposes and as a means to evaluate period-to-period comparisons. However, we do not, and you should not, rely on non-GAAP financial measures alone as measures of our performance. We believe that non-GAAP financial measures reflect an additional way of viewing aspects of our operations that - when taken together with GAAP results and the reconciliations to corresponding GAAP financial measures that we also provide in our releases - provide a more complete understanding of factors and trends affecting our business. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures, even if they have similar names.
ON Semiconductor will host a conference call for the financial community at 5:00 p.m. Eastern Daylight Time (EDT) on May 2, 2013, to discuss this announcement and ON Semiconductor’s results for the first quarter of 2013. The company will also provide a real-time audio webcast of the teleconference on the Investor Relations page of its website at https://www.onsemi.com. The webcast replay will be available at this site approximately one hour following the live broadcast and will continue to be available for approximately 30 days following the conference call. Investors and interested parties can also access the conference call through a telephone call by dialing (888) 291-2604 (U.S./Canada) or (760) 536-5202 (International). In order to join this conference call, you will be required to provide the Conference ID Number – which is 36703108. Approximately two hours following the live broadcast, the company will provide a dial-in replay that will continue to be available through May 9, 2013. To listen to the teleconference replay, call (855) 859-2056 (U.S./Canada) or (404) 537-3406 (International). You will be required to provide the Conference ID Number – which is 36703108.
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included or incorporated in this document could be deemed forward-looking statements, particularly statements about the future financial performance of ON Semiconductor. These forward-looking statements are often characterized by the use of words such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” "should," or “anticipates,” or by discussions of strategy, plans or intentions. All forward-looking statements in this document are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. Among these factors are our revenues and operating performance, poor economic conditions and markets (including current financial conditions), effects of exchange rate fluctuations, the cyclical nature of the semiconductor industry, changes in demand for our products, changes in inventories at our customers and distributors, technological and product development risks, enforcement and protection of our intellectual property rights and related risks, availability of raw materials, electricity, gas, water and other supply chain uncertainties, our ability to effectively shift production to other facilities when required, in order to maintain supply continuity for our customers, variable demand and the aggressive pricing environment for semiconductor products, our ability to successfully manufacture in increasing volumes on a cost-effective basis and with acceptable quality for our current products, competitor actions including the adverse impact of competitor product announcements, pricing and gross profit pressures, loss of key customers, order cancellations or reduced bookings, changes in manufacturing yields, control of costs and expenses and realization of cost savings and synergies from restructurings (including the voluntary retirement program for employees in our SANYO Semiconductor Products Group), significant litigation, risks associated with decisions to expend cash reserves for various uses such as debt prepayment, stock repurchases or acquisitions rather than to retain such cash for future needs, risks associated with acquisitions and dispositions (including difficulties encountered in accurately predicting the future financial performance of acquired businesses), risks associated with our substantial leverage and restrictive covenants in our debt agreements that may be in place from time to time, risks associated with our worldwide operations, including foreign employment and labor matters associated with unions and collective bargaining arrangements, as well as man-made and/or natural disasters affecting our operations and finances/financials, the threat or occurrence of international armed conflict and terrorist activities both in the United States and internationally, risks and costs associated with increased and new regulation of corporate governance and disclosure standards, risks related to new legal requirements and risks involving environmental or other governmental regulation. Additional factors that could cause results to differ materially from those projected in the forward-looking statements are contained in ON Semiconductor's 2012 Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 26, 2013 ("2012 Form 10-K"), Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other of our filings with the SEC. You should carefully consider the trends, risks and uncertainties described in this document, the 2012 Form 10-K and other reports filed with or furnished to the SEC before making any investment decision with respect to our securities. If any of these trends, risks or uncertainties actually occurs or continues, our business, financial condition or operating results could be materially adversely affected, the trading prices of our securities could decline, and you could lose all or part of your investment. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.