ON Semiconductor Reports First Quarter 2006 Results; Betters Previously Announced Guidance

PHOENIX—(BUSINESS WIRE)—April 27, 2006— ON Semiconductor Corp. (Nasdaq: ONNN) today announced that total revenues in the first quarter of 2006 were $334.0 million, a decrease of approximately 2 percent from the fourth quarter of 2005. During the first quarter of 2006, the company reported net income of $40.4 million. Fully diluted earnings per share for the first quarter of 2006 were $0.12 per share. First quarter 2006 results include approximately $1.9 million associated with stock-based compensation expense due to our adoption of FAS 123(R) Share Based Payment, and included a $2.3 million investment gain shown in other income. During the fourth quarter of 2005, the company reported net income of $43.8 million, or $0.07 per share, on a fully diluted basis, which included a deemed dividend charge of approximately $0.06 per share, associated with a premium, in the form of inducement shares, for the conversion of the Series A Cumulative Preferred Stock into common stock.

On a mix-adjusted basis, average selling prices in the first quarter of 2006 were down approximately 1 percent from the fourth quarter of 2005. The company's gross margin in the first quarter was 35.2 percent, an increase of approximately 20 basis points, as compared to the fourth quarter of 2005.

EBITDA for the first quarter of 2006 was $76.9 million, compared to EBITDA for the fourth quarter of 2005 of $76.8 million, which included a $0.8 million in restructuring, asset impairments and other benefit. A reconciliation of this non-GAAP financial measure to the company's net income and net cash provided by operating activities prepared in accordance with U.S. GAAP is set out in the attached schedule.

"Our revenue, while down sequentially in the first quarter of 2006 due to seasonality in our consumer related end markets, grew by over 10 percent, compared to the first quarter of 2005, and gross margins grew by 340 basis points," said Keith Jackson, ON Semiconductor president and CEO. "As we enter the second quarter of 2006, we continue to focus our team on supporting strong customer demand, and developing and winning power solution designs in key consumer platforms. We anticipate completing the purchase of LSI Logic's Gresham, Ore., wafer fabrication facility in May, as stated in our April 6 press release, and believe the Gresham facility is another step in our efforts to provide our customers with state-of-the-art high-performance analog and digital power solutions. In April, the company successfully raised approximately $75 million, net of expenses, through a common stock offering of approximately 11 million shares, to pay a portion of the purchase price of the Gresham facility."


"Not including any increased revenue associated with completing the purchase of the Gresham facility, and based upon booking trends, backlog levels and estimated turns levels, we anticipate that total revenues will be approximately $350 to $355 million in the second quarter of 2006," Jackson said. "Backlog levels at the beginning of the second quarter were up from backlog levels at the beginning of the first quarter of 2006, and represented well over 90 percent of our anticipated second quarter 2006 revenues. We expect that average selling prices for the second quarter of 2006 will be flat to slightly up sequentially. We also expect that gross margins will continue to grow by between 50 to 100 basis points sequentially in the second quarter of 2006. Beginning in the first quarter of 2006, we were required to expense stock-based compensation. This is in accordance with the Statement of Financial Accounting Standards No. 123(R) Share Based Payment. We currently expect this expense to be approximately $2.5 million in the second quarter of 2006."


ON Semiconductor will hold a conference call for the financial community at 5 p.m. Eastern time (ET) today to discuss the first quarter 2006 results. The company will provide a real-time audio broadcast of the teleconference on the Investor Relations page of its Web site at http://www.onsemi.com. The webcast will be available for approximately 30 days following the conference call.

About ON Semiconductor

With its global logistics network and strong portfolio of power semiconductor devices, ON Semiconductor is a preferred supplier of power solutions to engineers, purchasing professionals, distributors and contract manufacturers in the computer, cell phone, portable devices, automotive and industrial markets. For more information, please visit ON Semiconductor's Web site at http://www.onsemi.com.

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 Web site in this news release, such information on the Web site is not to be incorporated herein.

This news release includes "forward-looking statements" as that term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are statements that could be deemed forward-looking statements and are often characterized by the use of words such as "believes," "expects," "estimates," "projects," "may," "will," "intends," "plans," or "anticipates," or by discussions of strategy, plans or intentions. In this news release, forward-looking information relates to the second quarter of 2006 and its bookings trends, backlog levels, estimated turns levels, revenues, gross margins and average selling prices, stock-based compensation expense, completing the purchase of the Gresham wafer fabrication facility and similar matters. All forward-looking statements in this news release are made based on management's current expectations and estimates, which involve risks, uncertainties and other factors that could cause results to differ materially from those expressed in forward-looking statements. Among these factors are changes in overall economic conditions, 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, 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 acquisitions and dispositions, risks associated with our substantial leverage and restrictive covenants in our debt agreements, risks associated with our international operations, 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 (including pursuant to Section 404 of the Sarbanes-Oxley Act of 2002), and risks involving environmental or other governmental regulation. Additional factors that could affect the company's future operating results are in Item 1A Risk Factors of our Form 10-K for the year ended Dec. 31, 2005 and other factors are described from time to time in our SEC filings. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information.
                 (in millions, except per share data)

                                                Quarter Ended
                                        March 31,   Dec. 31,  April 1,
                                          2006        2005      2005
                                        ----------  --------  --------
Revenues                                  $334.0     $341.8    $302.4
Cost of revenues                           216.3      222.1     206.2
                                                                      ----------    --------    --------
Gross  profit                                                              117.7            119.7            96.2
                                                                                ----------    --------    --------
Operating  expenses:
      Research  and  development                                  23.6              23.7            23.1
      Selling  and  marketing                                        21.0              21.1            19.3
      General  and  administrative                              20.2              18.9            20.4
      Restructuring,  asset  impairments  and
        other,  net                                                                  -              (0.8)            1.1
                                                                                ----------    --------    --------
          Total  operating  expenses                              64.8              62.9            63.9
                                                                                ----------    --------    --------
Operating  income                                                        52.9              56.8            32.3
                                                                                ----------    --------    --------
Other  income  (expenses),  net:
      Interest  expense                                                (13.0)          (15.4)        (14.6)
      Interest  income                                                      2.0                1.7              0.9
      Other                                                                          1.0              (0.6)          (1.0)
                                                                                ----------    --------    --------
          Other  income  (expenses),  net                    (10.0)          (14.3)        (14.7)
                                                                                ----------    --------    --------

Income  before  income  taxes,  minority
  interests  and  cumulative  effect  of
  accounting  change                                                    42.9              42.5            17.6
Income  tax  benefit  (provision)                            (2.0)              4.8            (1.8)
Minority  interests                                                    (0.5)            (0.6)          (1.0)
                                                                                ----------    --------    --------
Income  before  cumulative  effect  of
  accounting  change                                                    40.4              46.7            14.8
Cumulative  effect  of  accounting  change,
  net  of  income  taxes  (1)                                              -              (2.9)                -
                                                                                ----------    --------    --------
Net  income                                                                    40.4              43.8            14.8
Less:  Accretion  to  redemption  value  of
  convertible  redeemable  preferred  stock                -                0.7              0.1
Less:  Convertible  redeemable  preferred
  stock  dividends                                                              -              (1.3)          (2.6)
Less:  Dividend  from  inducement  shares
  issued  upon  conversion  of  convertible
  redeemable  preferred                                                    -            (20.4)                -
Less:  Allocation  of  undistributed
  earnings  to  preferred  shareholders                        -              (1.6)          (1.9)
                                                                                ----------    --------    --------
Net  income  applicable  to  common  stock            $40.4            $21.2          $10.4
                                                                                ==========    ========    ========

Income  per  common  share:
        Net  income  applicable  to  common
          stock  before  cumulative  effect
          of  accounting  change                                    $0.13            $0.08          $0.04
        Cumulative  effect  of  accounting
          change                                                                        -            (0.01)                -
                                                                                ----------    --------    --------
            Net  income  applicable  to  common
              stock                                                              $0.13            $0.07          $0.04
                                                                                ==========    ========    ========

        Net  income  applicable  to  common
          stock  before  cumulative  effect
          of  accounting  change                                    $0.12            $0.08          $0.04
        Cumulative  effect  of  accounting
          change                                                                        -            (0.01)                -
                                                                                ----------    --------    --------
            Net  income  applicable  to  common
              stock                                                              $0.12            $0.07          $0.04
                                                                                ==========    ========    ========

Weighted  average  common  shares
    Basic:                                                                      311.8            286.6          255.0
                                                                                ==========    ========    ========
    Diluted:                                                                  346.4            320.7          287.8
                                                                                ==========    ========    ========

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