-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KWu31/o2mE/mP7HLQD71g58ds3QFNLBJV/emRD6hxRsT2bU+z4/ldUfTHewjCoVl Ewqfuwjt/fFWAMUFEx/k1g== 0000932111-04-000003.txt : 20040129 0000932111-04-000003.hdr.sgml : 20040129 20040129161729 ACCESSION NUMBER: 0000932111-04-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 ITEM INFORMATION: FILED AS OF DATE: 20040129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICREL INC CENTRAL INDEX KEY: 0000932111 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942526744 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25236 FILM NUMBER: 04552724 BUSINESS ADDRESS: STREET 1: 1849 FORTUNE DR CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4089440800 MAIL ADDRESS: STREET 1: 1849 FORTUNE DR CITY: SAN JOSE STATE: CA ZIP: 95131 8-K 1 form8-k_012904.txt MICREL FORM 8-K DATED 1-29-2004 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2004 MICREL, INCORPORATED (Exact Name Of Registrant As Specified In Its Charter) CALIFORNIA (State or Other Jurisdiction of Incorporation) 0-25236 94-2526744 (Commission File Number) (I.R.S. Employer Identification No.) 2180 Fortune Drive, San Jose, CA 95131 (Address of Principal Executive Offices) (Zip Code) (408) 944-0800 (Registrant's Telephone Number, Including Area Code) INFORMATION TO BE INCLUDED IN REPORT Item 12 - Disclosure of Results of Operations and Financial Condition. On January 29, 2004, Micrel Incorporated issued a press release announcing its financial results for the three and twelve month periods ended December 31, 2003. A copy of the press release is furnished as Exhibit 99.1 to this report. Such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MICREL, INCORPORATED (the Registrant) By: /s/ Richard D. Crowley, Jr. -------------------------------- Richard D. Crowley, Jr. Vice President, Finance and Chief Financial Officer Dated: January 29, 2004 EX-99 3 exhibit_99.txt EXHIBIT 99.1 TO FORM 8-K DATED 1-29-2004 Exhibit 99.1 Contact: Richard Crowley Micrel, Incorporated 1849 Fortune Drive San Jose, CA 95131 Phone: (408) 944-0800 [Micrel Logo] Press Release MICREL DOUBLES FOURTH QUARTER EARNINGS ON INCREASED REVENUES - Sales Increased 9% Sequentially and 15% Year-Over-Year to $58.3 Million - Net Income of $4.0 Million, $0.04 per diluted share - Highest Quarterly Booking and Backlog Level Since Fourth Quarter 2000 - 2003 Sales of $211.7 Million, Net Income of $4.9 million, $0.05 per share SAN JOSE, CALIFORNIA (January 29, 2004) - Micrel, Incorporated (Nasdaq NM: MCRL) today reported higher revenues and net income for the fourth quarter and year ended December 31, 2003, with net income doubling sequentially from the third quarter. Fourth quarter 2003 revenues of $58.3 million increased 9% from $53.4 million in the third quarter and were 15% higher than the $50.6 million recorded in the fourth quarter of 2002. Total revenues for 2003 were $211.7 million, an increase of 3% from $204.7 million in 2002. Fourth quarter 2003 net income increased to $4.0 million, or $0.04 per diluted share, from $1.6 million, or $0.02 per diluted share in the third quarter and a loss of $12.8 million, or $0.14 per diluted share in the year ago period. Included in the fourth quarter 2003 results is $753 thousand of pre- tax, non-cash deferred stock compensation expense, equivalent to approximately one-half cent per share. Fourth quarter 2002 results included $20 million of stock compensation expense, $17 million of which related to acceleration of deferred stock compensation associated with the Company's fourth quarter 2002 employee stock option exchange program. For the year ended December 31, 2003 net income was $4.9 million, or $0.05 per diluted share, compared with a net loss for the prior year of $41.0 million, or $0.44 per diluted share. "Last year marked the 24th year of profitability on a GAAP basis in Micrel's 25 year history," stated Ray Zinn, President and Chief Executive Officer of Micrel. "Our focus on reducing costs, but continuing to invest in research and development during the past two years is bearing fruit. In the fourth quarter, operating income, net income and earnings per share doubled on a sequential -more- Micrel Doubles Fourth Quarter Earnings on Increased Revenues January 29, 2004 Page 2 basis. During the fourth quarter, the Company generated the highest level of operating cash flow in almost three years, resulting in a $13 million increase in cash and short term investment balances." Zinn continued, "Continued strength in demand during the fourth quarter resulted in the highest level of new orders for the Company since the fourth quarter of 2000 and a book-to-bill ratio substantially above one. The growth in orders was broad based with strength coming not only from the seasonally strong wireless handset and computing end markets, but also from customers serving the industrial, networking and communications markets." Outlook ------- "The strong growth rate of the U.S. economy and the improving conditions in the global economy are encouraging," continued Zinn. "The noticeable increase in demand for enterprise computing and networking hardware is also a positive indicator. These factors, combined with lean channel inventories, higher capacity utilization and increasing lead times across the semiconductor industry are providing the strongest fundamental conditions for the sustainability of growth that the industry has seen in four years." The Company entered the first quarter of 2004 with a higher backlog and January order rates were strong leading up to the Chinese Lunar New Year holiday period. However, the first calendar quarter of the year is typically marked by seasonality in the wireless handset and computing end markets which can reduce sequential growth rates. Based on current backlog levels and demand estimates, the Company believes that first quarter 2004 revenues will increase sequentially by approximately 5 percent to 7 percent. Product Update -------------- During the quarter, the Company released 22 new best-in-class products. In the analog product line, Micrel added five new products to its leading family of display drivers including its first organic EL driver and an LED driver specifically targeted to drive the flash function for cameras in cell phones. New power management products included additions to Micrel's world class family of LDO regulators and controllers, and additions to the Company's family of high performance hot swap power controllers. During the fourth quarter, Micrel -more- Micrel Doubles Fourth Quarter Earnings on Increased Revenues January 29, 2004 Page 3 also released the world's most advanced fiber optic transceiver management IC which will control all critical functions in small form factor laser modules used in the storage and telecommunications infrastructure markets. In the high speed communications area, the Company continued to demonstrate its technology leadership position by releasing five proprietary high bandwidth products targeted at networking and communications infrastructure applications, as well as an innovative 10/100 Ethernet physical layer device with integrated power management functionality. Conference Call --------------- The Company will host a conference call at 2:00 p.m. PST (5:00 p.m. EST) today. Chief Executive Officer Raymond Zinn and Chief Financial Officer Richard Crowley will present an overview of fourth quarter and year end financial results, discuss current business conditions and then respond to questions. The call is available live to any interested party on a listen only basis by dialing (303) 262-2130 or (800) 219-6110 at least five minutes before the scheduled start time, and asking to be connected to the Micrel, Incorporated Conference Call. A live webcast of the conference call will also be available through www.vcall.com. An audio replay of the conference call will be available through February 5, 2004, by dialing (303) 590-3000 or (800) 405-2236 and entering passcode number 566257. A link to the webcast replay will be available on the Company's website at www.micrel.com. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This release includes statements that qualify as forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements include statements about the following topics: our expectations regarding future financial results, including revenues, margins; and our expectations regarding future customer demand, future product introductions and new order rates. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially. Those risks and uncertainties include, but are not limited to, such factors as: the effect of the Company's restatement of previous financial statements; continued -more- Micrel Doubles Fourth Quarter Earnings on Increased Revenues January 29, 2004 Page 4 softness in demand for our products; customer decisions to cancel, reschedule, or delay orders for our products; economic or financial difficulties experienced by our customers; the effect of business conditions in the computer, telecommunications and industrial markets; the impact of any previous or future acquisitions; changes in demand for networking or high bandwidth communications products; the impact of competitive products and pricing and alternative technological advances; the accuracy of estimates used to prepare the Company's financial statements; the worldwide financial situation; the timely and successful development and market acceptance of new products and upgrades to existing products; continued softness in the economy and the U.S. stock markets as a whole; fluctuations in the market price of Micrel's common stock and other market conditions; the difficulty of predicting our future cash needs; the nature of other investment opportunities available to the Company from time to time; and Micrel's operating cash flow. For further discussion of these risks and uncertainties, we refer you to the documents the Company files with the SEC from time to time, including the Company's Annual Report on Form 10-K for the year ended December 31, 2002 and the Company's Form 10-Q for the quarter ended September 30, 2003. All forward-looking statements are made as of today, and the Company disclaims any duty to update such statements. About Micrel Micrel is a leading manufacturer of advanced high-performance analog, mixed- signal and digital ICs. These products include low drop-out and switching voltage regulators, PCMCIA and USB power controllers, high speed communications interfaces, operational amplifiers, comparators, voltage references, power drivers, RF devices, high speed logic and clock management ICs. Applications for these products include palmtop, notebook and desktop computers, computer peripherals, cellular phones, high speed communications systems, fiber optic communications modules, automatic test equipment, consumer electronics, industrial and process control products and avionics systems. Micrel also designs, develops and markets PHYs, repeaters and switches for Ethernet, Fast Ethernet and Gigabit Ethernet applications. For further information, contact Richard Crowley at Micrel, Incorporated, 1849 Fortune Drive, San Jose, California 95131, (408) 944-0800 or visit our website at http://www.micrel.com. -more- MICREL DOUBLES FOURTH QUARTER EARNINGS ON INCREASED REVENUES January 29, 2004 Page 5
MICREL, INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Three Months Ended Twelve Months Ended December 31, December 31, -------------------- -------------------- 2003 2002 2003 2002 --------- --------- --------- --------- Net revenues $ 58,298 $ 50,649 $ 211,726 $ 204,704 Cost of revenues* 34,556 37,628 128,007 139,554 --------- --------- --------- --------- Gross profit 23,742 13,021 83,719 65,150 Operating expenses: Research and development 10,628 12,833 46,953 53,308 Selling, general and administrative 8,150 7,351 28,987 32,160 Amortization of deferred stock compensation* 519 15,125 3,034 22,535 Manufacturing facility impairment - - (624) 23,357 Restructuring expense - - 286 5,536 --------- --------- --------- --------- Total operating expenses 19,297 35,309 78,636 136,896 --------- --------- --------- --------- Income (loss) from operations 4,445 (22,288) 5,083 (71,746) Other income, net 122 184 619 1,056 --------- --------- --------- --------- Income (loss) before income taxes 4,567 (22,104) 5,702 (70,690) Provsion (benefit) for income taxes 594 (9,283) 855 (29,690) --------- --------- --------- --------- Net income (loss) $ 3,973 $ (12,821) $ 4,847 $ (41,000) ========= ========= ========= ========= Net income (loss) per share: Basic $ 0.04 $ (0.14) $ 0.05 $ (0.44) ========= ========= ========= ========= Diluted $ 0.04 $ (0.14) $ 0.05 $ (0.44) ========= ========= ========= ========= Shares used in computing per share amounts: Basic 92,337 91,783 92,215 92,600 ========= ========= ========= ========= Diluted 95,271 91,783 93,786 92,600 ========= ========= ========= ========= * Amortization of deferred stock compensation included in: Cost of revenues $ 234 $ 5,032 $ 1,104 $ 7,354 ========= ========= ========= ========= Research and development $ 133 $ 7,504 $ 1,604 $ 11,430 Selling, general and administrative 386 7,621 1,430 11,105 --------- --------- --------- --------- Total Operating expenses $ 519 $ 15,125 $ 3,034 $ 22,535 ========= ========= ========= =========
MICREL DOUBLES FOURTH QUARTER EARNINGS ON INCREASED REVENUES January 29, 2004 Page 6
MICREL, INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) December 31, December 31, 2003 2002 ------------ ------------ ASSETS CURRENT ASSETS: Cash, cash equivalents and short-term investments $ 140,059 $ 117,363 Accounts receivable, net 33,084 29,577 Inventories 31,108 39,531 Deferred income taxes 34,294 30,828 Other current assets 2,132 2,675 ---------- ---------- Total current assets 240,677 219,974 PROPERTY, PLANT AND EQUIPMENT, NET 87,993 92,318 INTANGIBLE ASSETS, NET 5,771 8,387 DEFERRED INCOME TAXES 2,483 9,606 OTHER ASSETS 515 390 ---------- ---------- TOTAL $ 337,439 $ 330,675 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 12,897 $ 13,026 Taxes payable 7,627 3,405 Deferred income on shipments to distributors 12,272 9,832 Other current liabilities 12,152 10,645 Current portion of long-term debt 703 911 ---------- ---------- Total current liabilities 45,651 37,819 LONG-TERM DEBT 3,280 10,983 OTHER LONG-TERM OBLIGATIONS 4,899 8,254 SHAREHOLDERS' EQUITY: Common stock 160,015 160,889 Deferred stock compensation (3,954) (9,971) Accumulated other comprehensive loss (25) (25) Retained earnings 127,573 122,726 ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 283,609 273,619 ---------- ---------- TOTAL $ 337,439 $ 330,675 ========== ==========
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