- Record quarterly revenues of approximately $583.3 million an increase of approximately 6 percent from the first quarter of 2010
- Record GAAP gross margin of 41.8 percent
- Record non-GAAP gross margin of 42.5 percent
- GAAP net income of $0.18 per fully diluted share
- Non-GAAP net income of $0.24 per fully diluted share which includes stock based compensation expense
- Prepayment and termination of Senior Secured Credit Facilities totaling approximately $170 million
- Completed the acquisition of Sound Design Technologies, Ltd for approximately $22 million in cash
- Announced the signing of the definitive purchase agreement to acquire SANYO Semiconductor for approximately ¥33.0 billion
PHOENIX, Ariz. – Aug. 4, 2010 – ON Semiconductor Corporation (Nasdaq: ONNN) today announced that total revenues in the second quarter of 2010 were $583.3 million, an increase of approximately 6 percent from the first quarter of 2010. During the second quarter of 2010, the company reported GAAP net income of $78.7 million, or $0.18 per fully diluted share. The second quarter 2010 GAAP net income included net charges of $24.7 million, or $0.06 per fully diluted share, from special items. Also included in the operating expenses during the second quarter of 2010 was approximately $4 million of acquisition related expenses. The special item details can be found in the attached schedules. During the first quarter of 2010, the company reported a GAAP net income of $63.0 million, or $0.14 per fully diluted share.
Second quarter 2010 non-GAAP net income was $103.4 million, or $0.24 per share on a fully diluted basis and includes stock based compensation expense. First quarter 2010 non-GAAP net income was $85.3 million, or $0.19 per share on a fully diluted basis and includes stock-based compensation expense. 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 www.onsemi.com.
On a mix-adjusted basis, average selling prices in the second quarter of 2010 were generally flat when compared to the first quarter of 2010. GAAP gross margin in the second quarter was 41.8 percent. Non-GAAP gross margin in the second quarter of 2010 was 42.5 percent and includes stock based compensation expense. GAAP gross margin in the second quarter included a net charge of approximately $3.9 million, or approximately 70 basis points, from special items. The special items details can be found in the attached schedules.
Adjusted EBITDA for the second quarter of 2010 was $143.1 million and includes stock-based compensation expense. Adjusted EBITDA for the first quarter of 2010 was $127.3 million and includes stock-based compensation expense.
“During the second quarter of 2010, we achieved several milestones, including recording our highest quarterly revenues, gross margin percent and net cash from operating activities in the company’s history,” said Keith Jackson, ON Semiconductor president and CEO. “We also successfully prepaid and terminated our Senior Secured Credit Facilities totaling approximately $170 million and exited the quarter with the lowest net debt position in the company’s history at approximately $286 million. In addition to our strong financial results, we signed a definitive purchase agreement to acquire SANYO Semiconductor, moving us closer to our vision of becoming a premier global supplier of high-performance, energy efficient, silicon solutions for green electronics. We look forward to merging this business into ours and continuing our established track record of successfully integrating acquisitions over the last several years. Given SANYO Semiconductor’s similar product profile, our proven capabilities as an industry consolidator, and our established presence in Japan, we believe we can successfully migrate their financial metrics to be more in-line with our recent financial performance. We believe the transaction represents a tremendous opportunity for both ON Semiconductor and SANYO Semiconductor, our employees, our customers and our shareholders.”
THIRD QUARTER 2010 OUTLOOK
“Based upon product booking trends, backlog levels and estimated turns levels, we anticipate that total revenues will be approximately $585 to $610 million in the third quarter of 2010,” Jackson said. “Backlog levels at the beginning of the third quarter of 2010 were up from backlog levels at the beginning of the second quarter of 2010 and represent over 90 percent of our anticipated third quarter 2010 revenues. We expect that average selling prices for the third quarter of 2010 will be approximately flat when compared to the second quarter of 2010. The non-GAAP outlook for the third quarter of 2010 includes stock based compensation expense of approximately $13 to $14 million.”
The following table outlines ON Semiconductor’s third quarter 2010 GAAP and non-GAAP outlook.
* Convertible Notes, Non-cash Interest Expense are included in FASB’s Accounting Standards Codification (“ASC”) Topic 470 Debt.
** Fully diluted share count can vary for, among other things, the actual exercise of options or 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 the sale of treasury shares. Please refer to the table on our website for potential changes to the Fully Diluted Share Count.
*** Special Items can include: restructuring, asset impairments and other, net; expensing of appraised inventory fair market value (FMV) step up; amortization of intangibles; goodwill impairments; income tax adjustments to approximate cash taxes; non-cash interest expense 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 Time (ET) on Aug. 4, 2010 to discuss this announcement and ON Semiconductor’s results for the second quarter of 2010. The company will also provide a real-time audio broadcast 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) 546-9664 (U.S./Canada) or (973) 935-8144 (International). In order to join this conference call, you will be required to provide the Conference ID Number – which is 85751796. Approximately one hour following the live broadcast, the company will provide a dial-in replay that will continue to be available through Aug 11, 2010. To listen to the teleconference replay, call (800) 642-1687 (U.S./Canada) or (706) 645-9291 (International). You will be required to provide the Conference ID Number – which is 85751796.
About ON Semiconductor
ON Semiconductor (Nasdaq: ONNN) is a premier supplier of high performance, energy efficient, silicon solutions for green electronics. The company's broad portfolio of power and signal management, logic, discrete and custom devices helps customers effectively solve their design challenges in automotive, communications, computing, consumer, industrial, LED lighting, medical, military/aerospace and power applications. ON Semiconductor operates a world-class, value-added supply chain and a network of manufacturing facilities, sales offices and design centers in key markets throughout North America, Europe, and the Asia Pacific regions. For more information, visit https://www.onsemi.com.
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ON Semiconductor and the ON Semiconductor logo are registered trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective holders. Although the company references its website in this news release, information on the website is not to be incorporated herein.
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements related to the future financial performance of ON Semiconductor and our ability to increase cash flow from current levels. These forward-looking statements are based on information available to us as of the date of this release and current expectations, forecasts and assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond our control. In particular, such risks and uncertainties include, but are not limited to, difficulties encountered in integrating acquired businesses; the variable demand and the aggressive pricing environment for semiconductor products; dependence on our company’s ability to successfully manufacture in increasing volumes on a cost-effective basis and with acceptable quality for our current products; the adverse impact of competitive product announcements; revenues and operating performance; poor economic conditions and markets, including the current credit markets; the cyclical nature of the semiconductor industry; changes in demand for our products; changes in inventories at customers and distributors; technological and product development risks; availability of raw materials; competitors' actions; pricing and gross margin pressures; loss of key customers; order cancellations or reduced bookings; changes in manufacturing yields; control of costs and expenses; significant litigation; risks associated with decisions to expend cash reserves for various uses such as debt prepayment or acquisitions rather than to retain such cash for future needs; risks associated with acquisitions and dispositions (including the pending acquisition of SANYO Semiconductor Co., Ltd); risks associated with leverage and restrictive covenants in debt agreements; risks associated with international operations, including foreign employment and labor matters associated with unions and collective bargaining agreements; the threat or occurrence of international armed conflict and terrorist activities both in the United States and internationally; risks related to new legal requirements; risks and costs associated with increased and new regulation of corporate governance and disclosure standards; and risks involving environmental or other governmental regulation. Information concerning additional factors that could cause results to differ materially from those projected in the forward-looking statements is contained in ON Semiconductor’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other of our filings with the Securities and Exchange Commission. These forward-looking statements should not be relied upon as representing our views as of any subsequent date and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made.