MICROCHIP TECHNOLOGY INCORPORATED (Exact Name Of Registrant As Specified In Its Charter) |
Delaware | 0-21184 | 86-0629024 |
(State Or Other Jurisdiction Of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Dated: November 6, 2017 | Microchip Technology Incorporated (Registrant) |
By: /s/ J. Eric Bjornholt | |
J. Eric Bjornholt Vice President, Chief Financial Officer (Principal Accounting and Financial Officer) |
![]() | EXHIBIT 99.1 NEWS RELEASE INVESTOR RELATIONS CONTACT: J. Eric Bjornholt -- CFO..... (480) 792-7804 |
• | Record GAAP net sales of $1,012.1 million, up 4.1% sequentially and up 16.2% from the year ago quarter. |
• | Record Non-GAAP net sales of $1,012.1 million, up 4.1% sequentially and up 15.8% from the year ago quarter. Our guidance provided on August 3, 2017 was net sales of $1,001.3 million. |
• | On a GAAP basis: gross margins of 60.7%; record operating income of $225.4 million; record net income of $189.2 million; and record EPS of 77 cents per diluted share. Our guidance provided on August 3, 2017 was EPS of 74 to 78 cents per diluted share. |
• | On a Non-GAAP basis: gross margins of 61.0%; record operating income of $390.5 million; record net income of $344.1 million and record EPS of $1.41 per diluted share, up 7.6% sequentially and up 50.0% from the year ago quarter. Our guidance provided on August 3, 2017 was EPS of $1.33 to $1.37 per diluted share. |
• | Record cash flow from operations of $350.1 million. |
• | Record quarterly dividend declared of 36.25 cents per share. |
(in millions, except per share amounts and percentages) | Three Months Ended September 30, 2017 | |||
GAAP | % of Net Sales | Non-GAAP1 | % of Net Sales | |
Net Sales | $1,012.1 | $1,012.1 | ||
Gross Margin | $614.1 | 60.7% | $617.8 | 61.0% |
Operating Income | $225.4 | 22.3% | $390.5 | 38.6% |
Other Expense | $(39.2) | $(11.9) | ||
Income Tax (Benefit) Provision | $(2.9) | $34.5 | ||
Net Income | $189.2 | 18.7% | $344.1 | 34.0% |
Earnings per Diluted Share | 77 cents | $1.41 |
• | Our new power monitoring IC, the PAC1934, increases software power measurement accuracy to 99 percent in Windows 10 devices, including laptops, tablets and mobile phones. |
• | Continued to prove that MOST® technology is still a leading standard for automotive infotainment. Announced that Microchip has delivered its 50 millionth MOST technology 50 Mbps automotive intelligent network interface controller. Additionally, MOST150 Technology is being used to control the infotainment system on Volvo Cars' second-generation XC60 SUV. |
• | Unveiled a more reliable and cost-effective LED driver, the CL88020, for LED lighting applications. |
• | Two new SAM microcontroller families, the SAM D5x and SAM E5x MCUs, were announced with extensive connectivity interface options which provide powerful performance and enhanced security features. |
• | Debuted the MPLAB® ICD 4, the next-generation in-circuit debugger with unparalleled speed and flexibility. |
• | Extended its custom programming service to include AVR® and SAM microcontrollers, enabling manufacturer-direct programming through microchipDIRECT. |
• | Announced the SST26WF064C low-voltage 64 megabit serial quad I/O™ SuperFlash® memory devices for battery-powered devices. |
• | MPLAB® Harmony 2.0 software was upgraded to include more efficient code and enhanced graphics development tools. |
• | Announced a unique external CAN FD controller, the MCP2517FD, which enables CAN Flexible Data Rate (CAN FD) in new and existing designs. |
• | Expanded computing capabilities with two embedded controller families, the MEC17XX and MEC14XX, that Support eSPI bus technology, allowing increased functionality and flexibility in computing designs. |
• | Silicon Storage Technology (SST), Microchip's licensing subsidiary, and Mie Fujitsu announced plans to develop an automotive platform on 40 nm technology using SuperFlash® memory technology licensed by SST. |
• | Microchip was named one of Arizona's Most Admired Companies for 2017 by both AZ Big Media as well as BestCompaniesAZ. The company was also given the "American Hero" designation by American Values Investments. Additionally, the AWS-ECC508 and MPLAB Xpress were selected as finalists in the ECN Impact Awards, with the AWS-ECC508 also being named a finalist in Embedded Computing Design's 2017 Most Innovative Products awards program. |
Microchip Consolidated Guidance | |||
GAAP | Non-GAAP Adjustments | Non-GAAP1 | |
Net Sales | $971.7 to $1,012.1 million | $971.7 to $1,012.1 million | |
Gross Margin2 | 60.65% to 61.05% | $3.4 to $3.5 million | 61.0% to 61.4% |
Operating Expenses | 36.8% to 37.2% | $141.9 to $147.8 million | 22.2% to 22.6% |
Operating Income | 23.45% to 24.25% | $145.3 to $151.3 million | 38.4% to 39.2% |
Other Expense | $44.75 million | $27.65 million | $17.1 million |
Income Tax Expense | 0.0% to 1.0% | $32.0 to $32.3 million | 8.5% to 9.5% |
Net Income | $181.3 to $200.7 million | $140.9 to $146.7 million | $322.2 to $347.4 million |
Diluted Common Shares Outstanding3 | Approximately 247.3 to 248.2 million shares | Approximately 247.3 to 248.2 million shares | |
Earnings per Diluted Share3 | 73 to 81 cents | 57 to 59 cents | $1.30 to $1.40 |
• | Microchip's inventory days in the December 2017 quarter are expected to grow as we continue to make progress in moving towards our longer-term target of 115 to 120 days of inventory. Our actual inventory level will depend on the inventory that our distributors decide to hold to support their customers, overall demand for our products and our production levels. |
• | Capital expenditures for the quarter ending December 31, 2017 are expected to be approximately $70 million. Capital expenditures for all of fiscal year 2018 are expected to be between $200 million and $220 million. We are continuing to invest in the equipment needed to support the growth of our production capabilities for fast growing new products and technologies. |
1 | Use of Non-GAAP Financial Measures: Our non-GAAP adjustments, where applicable, include the effect of discontinued operations, share-based compensation, expenses related to our acquisition activities (including intangible asset amortization, inventory valuation costs, severance costs, and legal and other general and administrative expenses associated with acquisitions), revenue recognition changes related to Atmel distributors resulting from changes to business practices with those distributors, non-cash interest expense on our convertible debentures, the related income tax implications of these items, tax adjustments in accordance with ASC 740-270 and non-recurring tax events. Our year-to-date non-GAAP results include all of the aforementioned adjustments |
2 | Generally, gross margin fluctuates over time, driven primarily by the mix of microcontrollers, mixed-signal products, analog products and memory products sold and licensing revenue; variances in manufacturing yields; fixed cost absorption; wafer fab loading levels; costs of wafers from foundries; inventory reserves; pricing |
3 | Diluted Common Shares Outstanding can vary for, among other things, the trading price of our common stock, the exercise of options or vesting of restricted stock units, the potential for incremental dilutive shares from our convertible debentures (additional information regarding our share count is available in the investor relations section of our website under the heading "Supplemental Financial Information"), and repurchases or issuances of shares of our common stock. The diluted common shares outstanding presented in the guidance table above assumes an average Microchip stock price in the December 2017 quarter between $93 and $97 per share (however, we make no prediction as to what our actual share price will be for such period or any other period and we cannot estimate what our stock option exercise activity will be during the quarter). |
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per share amounts) (unaudited) | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net sales | $ | 1,012,139 | $ | 871,364 | $ | 1,984,280 | $ | 1,670,775 | ||||||||
Cost of sales | 398,045 | 460,743 | 785,747 | 911,664 | ||||||||||||
Gross profit | 614,094 | 410,621 | 1,198,533 | 759,111 | ||||||||||||
Research and development | 133,621 | 137,795 | 264,101 | 285,678 | ||||||||||||
Selling, general and administrative | 114,289 | 120,129 | 228,561 | 277,634 | ||||||||||||
Amortization of acquired intangible assets | 120,913 | 80,394 | 241,758 | 160,565 | ||||||||||||
Special charges and other, net | 19,872 | 9,543 | 17,116 | 31,578 | ||||||||||||
Operating expenses | 388,695 | 347,861 | 751,536 | 755,455 | ||||||||||||
Operating income | 225,399 | 62,760 | 446,997 | 3,656 | ||||||||||||
Losses on equity method investments | (56 | ) | (56 | ) | (111 | ) | (112 | ) | ||||||||
Other expense, net | (39,107 | ) | (37,470 | ) | (94,445 | ) | (69,057 | ) | ||||||||
Income (loss) before income taxes | 186,236 | 25,234 | 352,441 | (65,513 | ) | |||||||||||
Income tax (benefit) provision | (2,920 | ) | (10,340 | ) | (7,302 | ) | 8,138 | |||||||||
Net income (loss) from continuing operations | 189,156 | 35,574 | 359,743 | (73,651 | ) | |||||||||||
Discontinued operations: | ||||||||||||||||
Loss from discontinued operations | — | (1,850 | ) | — | (7,323 | ) | ||||||||||
Income tax benefit | — | (195 | ) | — | (1,530 | ) | ||||||||||
Net loss from discontinued operations | — | (1,655 | ) | — | (5,793 | ) | ||||||||||
Net income (loss) | $ | 189,156 | $ | 33,919 | $ | 359,743 | $ | (79,444 | ) | |||||||
Basic net income (loss) per common share | ||||||||||||||||
Net income (loss) from continuing operations | $ | 0.81 | $ | 0.17 | $ | 1.55 | $ | (0.34 | ) | |||||||
Net loss from discontinued operations | — | (0.01 | ) | — | (0.03 | ) | ||||||||||
Net income (loss) | $ | 0.81 | $ | 0.16 | $ | 1.55 | $ | (0.37 | ) | |||||||
Diluted net income (loss) per common share | ||||||||||||||||
Net income (loss) from continuing operations | $ | 0.77 | $ | 0.15 | $ | 1.48 | $ | (0.34 | ) | |||||||
Net loss from discontinued operations | — | (0.01 | ) | — | (0.03 | ) | ||||||||||
Net income (loss) | $ | 0.77 | $ | 0.14 | $ | 1.48 | $ | (0.37 | ) | |||||||
Basic common shares outstanding | 233,299 | 215,524 | 231,364 | 214,935 | ||||||||||||
Diluted common shares outstanding | 244,767 | 233,960 | 243,835 | 214,935 |
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) | |||||||
ASSETS | |||||||
September 30, | March 31, | ||||||
2017 | 2017 | ||||||
(Unaudited) | |||||||
Cash and short-term investments | $ | 1,314,604 | $ | 1,302,772 | |||
Accounts receivable, net | 545,416 | 478,373 | |||||
Inventories | 456,939 | 417,202 | |||||
Assets held for sale | — | 6,459 | |||||
Other current assets | 126,463 | 100,234 | |||||
Total current assets | 2,443,422 | 2,305,040 | |||||
Property, plant and equipment, net | 722,780 | 683,338 | |||||
Long-term investments | 529,249 | 107,457 | |||||
Other assets | 4,359,747 | 4,591,046 | |||||
Total assets | $ | 8,055,198 | $ | 7,686,881 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Accounts payable and accrued liabilities | $ | 403,843 | $ | 361,683 | |||
Deferred income on shipments to distributors | 324,363 | 292,815 | |||||
Current portion of long-term debt | 5,980 | 49,952 | |||||
Total current liabilities | 734,186 | 704,450 | |||||
Long-term debt | 3,011,852 | 2,900,524 | |||||
Long-term income tax payable | 194,342 | 184,945 | |||||
Long-term deferred tax liability | 328,235 | 409,045 | |||||
Other long-term liabilities | 240,459 | 217,206 | |||||
Stockholders' equity | 3,546,124 | 3,270,711 | |||||
Total liabilities and stockholders' equity | $ | 8,055,198 | $ | 7,686,881 |
Three Months Ended | Six Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Net sales, as reported | $ | 1,012,139 | $ | 871,364 | $ | 1,984,280 | $ | 1,670,775 | |||||||
Distributor revenue recognition adjustment | — | 2,471 | — | 47,058 | |||||||||||
Non-GAAP net sales | $ | 1,012,139 | $ | 873,835 | $ | 1,984,280 | $ | 1,717,833 |
Three Months Ended | Six Months Ended | ||||||||||||
September 30, | September 30, | ||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||
Gross profit, as reported | $ | 614,094 | $ | 410,621 | $1,198,533 | $759,111 | |||||||
Distributor revenue recognition adjustment, net of product cost | — | 922 | — | 24,338 | |||||||||
Share-based compensation expense | 3,699 | 4,100 | 7,093 | 11,997 | |||||||||
Manufacturing excursion | — | — | (660 | ) | 800 | ||||||||
Acquisition-related restructuring and acquired inventory valuation costs | — | 84,278 | — | 174,766 | |||||||||
Non-GAAP gross profit | $ | 617,793 | $ | 499,921 | $1,204,966 | $971,012 | |||||||
Non-GAAP gross profit percentage | 61.0 | % | 57.2 | % | 60.7 | % | 56.5 | % |
Three Months Ended | Six Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Research and development expenses, as reported | $ | 133,621 | $ | 137,795 | $ | 264,101 | $ | 285,678 | |||||||
Share-based compensation expense | (10,587 | ) | (10,171 | ) | (20,876 | ) | (27,688 | ) | |||||||
Acquisition-related and other costs | — | (453 | ) | — | 748 | ||||||||||
Non-GAAP research and development expenses | $ | 123,034 | $ | 127,171 | $ | 243,225 | $ | 258,738 | |||||||
Non-GAAP research and development expenses as a percentage of net sales | 12.2 | % | 14.6 | % | 12.3 | % | 15.1 | % |
Three Months Ended | Six Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Selling, general and administrative expenses, as reported | $ | 114,289 | $ | 120,129 | $ | 228,561 | $ | 277,634 | |||||||
Share-based compensation expense | (9,324 | ) | (10,119 | ) | (18,049 | ) | (44,284 | ) | |||||||
Acquisition-related and other costs | (717 | ) | (3,602 | ) | (3,577 | ) | (18,548 | ) | |||||||
Non-GAAP selling, general and administrative expenses | $ | 104,248 | $ | 106,408 | $ | 206,935 | $ | 214,802 | |||||||
Non-GAAP selling, general and administrative expenses as a percentage of net sales | 10.3 | % | 12.2 | % | 10.4 | % | 12.5 | % |
Three Months Ended | Six Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Operating expenses, as reported | $ | 388,695 | $ | 347,861 | $ | 751,536 | $ | 755,455 | |||||||
Share-based compensation expense | (19,911 | ) | (20,290 | ) | (38,925 | ) | (71,972 | ) | |||||||
Acquisition-related and other costs | (717 | ) | (4,055 | ) | (3,577 | ) | (17,800 | ) | |||||||
Amortization of acquired intangible assets | (120,913 | ) | (80,394 | ) | (241,758 | ) | (160,565 | ) | |||||||
Special charges and other, net | (19,872 | ) | (9,543 | ) | (17,116 | ) | (31,578 | ) | |||||||
Non-GAAP operating expenses | $ | 227,282 | $ | 233,579 | $ | 450,160 | $ | 473,540 | |||||||
Non-GAAP operating expenses as a percentage of net sales | 22.5 | % | 26.7 | % | 22.7 | % | 27.6 | % |
Three Months Ended | Six Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Operating income, as reported | $ | 225,399 | $ | 62,760 | $ | 446,997 | $ | 3,656 | |||||||
Distributor revenue recognition adjustment | — | 922 | — | 24,338 | |||||||||||
Share-based compensation expense | 23,610 | 24,390 | 46,018 | 83,969 | |||||||||||
Manufacturing excursion | — | — | (660 | ) | 800 | ||||||||||
Acquisition-related restructuring, acquired inventory valuation and other costs | 717 | 88,333 | 3,577 | 192,566 | |||||||||||
Amortization of acquired intangible assets | 120,913 | 80,394 | 241,758 | 160,565 | |||||||||||
Special charges and other, net | 19,872 | 9,543 | 17,116 | 31,578 | |||||||||||
Non-GAAP operating income | $ | 390,511 | $ | 266,342 | $ | 754,806 | $ | 497,472 | |||||||
Non-GAAP operating income as a percentage of net sales | 38.6 | % | 30.5 | % | 38.0 | % | 29.0 | % |
Three Months Ended | Six Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Other expense, net, as reported | $ | (39,107 | ) | $ | (37,470 | ) | $ | (94,445 | ) | $ | (69,057 | ) | |||
Loss on settlement of convertible debt | — | — | 13,826 | — | |||||||||||
Non-cash other expense, net | 27,231 | 12,752 | 54,067 | 25,289 | |||||||||||
Gain on equity method investment | — | — | — | (468 | ) | ||||||||||
Non-GAAP other expense, net | $ | (11,876 | ) | $ | (24,718 | ) | $ | (26,552 | ) | $ | (44,236 | ) | |||
Non-GAAP other expense, net, as a percentage of net sales | (1.2 | )% | (2.8 | )% | (1.3 | )% | (2.6 | )% |
Three Months Ended | Six Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Income tax (benefit) provision | $ | (2,920 | ) | $ | (10,340 | ) | $ | (7,302 | ) | $ | 8,138 | ||||
Income tax rate, as reported | (1.6 | )% | (41.0 | )% | (2.1 | )% | (12.4 | )% | |||||||
Distributor revenue recognition adjustment | — | 618 | — | 4,184 | |||||||||||
Share-based compensation expense | 7,846 | 8,358 | 15,274 | 29,246 | |||||||||||
Manufacturing excursion | — | — | (241 | ) | 295 | ||||||||||
Acquisition-related restructuring, acquired inventory valuation costs, intangible asset amortization and other costs | 10,149 | 8,173 | 21,043 | 19,942 | |||||||||||
Special charges and other, net | 7,195 | 3,042 | 5,988 | 9,512 | |||||||||||
Loss on settlement of convertible debt | — | — | 5,053 | — | |||||||||||
Non-cash other expense, net | 9,953 | 4,699 | 19,762 | 9,319 | |||||||||||
Gain on equity method investment | — | — | — | (172 | ) | ||||||||||
Non-recurring tax events | 5,603 | (4,066 | ) | 11,236 | 2,811 | ||||||||||
Tax adjustment in accordance with ASC 740-270 | (3,348 | ) | 11,473 | (5,824 | ) | (43,742 | ) | ||||||||
Non-GAAP income tax provision | $ | 34,478 | $ | 21,957 | $ | 64,989 | $ | 39,533 | |||||||
Non-GAAP income tax rate | 9.1 | % | 9.1 | % | 8.9 | % | 8.7 | % |
Three Months Ended | Six Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Net income (loss) from continuing operations | $ | 189,156 | $ | 35,574 | $ | 359,743 | $ | (73,651 | ) | ||||||
Distributor revenue recognition adjustment, net of tax effect | — | 304 | — | 20,154 | |||||||||||
Share-based compensation expense, net of tax effect | 15,764 | 16,032 | 30,744 | 54,723 | |||||||||||
Manufacturing excursion, net of tax effect | — | — | (419 | ) | 505 | ||||||||||
Acquisition-related restructuring, acquired inventory valuation costs, intangible asset amortization and other costs, net of tax effect | 111,481 | 160,554 | 224,292 | 333,189 | |||||||||||
Special charges and other, net | 12,677 | 6,501 | 11,128 | 22,066 | |||||||||||
Loss on settlement of convertible debt, net of tax effect | — | — | 8,773 | — | |||||||||||
Non-cash other expense, net of tax effect | 17,278 | 8,053 | 34,305 | 15,970 | |||||||||||
Gain on equity method investment, net of tax effect | — | — | — | (296 | ) | ||||||||||
Non-recurring tax events | (5,603 | ) | 4,066 | (11,236 | ) | (2,811 | ) | ||||||||
Tax adjustment in accordance with ASC 740-270 | 3,348 | (11,473 | ) | 5,824 | 43,742 | ||||||||||
Non-GAAP net income from continuing operations | $ | 344,101 | $ | 219,611 | $ | 663,154 | $ | 413,591 | |||||||
Non-GAAP net income from continuing operations as a percentage of net sales | 34.0 | % | 25.1 | % | 33.4 | % | 24.1 | % | |||||||
GAAP net income (loss) from continuing operations as a percentage of net sales | 18.7 | % | 4.1 | % | 18.1 | % | (4.4) | % | |||||||
Diluted net income (loss) per common share from continuing operations, as reported | $ | 0.77 | $ | 0.15 | $ | 1.48 | $ | (0.34 | ) | ||||||
Non-GAAP diluted net income per common share from continuing operations | $ | 1.41 | $ | 0.94 | $ | 2.72 | $ | 1.78 | |||||||
Diluted common shares outstanding, as reported | 244,767 | 233,960 | 243,835 | 214,935 | |||||||||||
Diluted common shares outstanding Non-GAAP | 244,767 | 233,960 | 243,835 | 232,315 |