ON Semiconductor Reports Third Quarter Results
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ON Semiconductor Reports Third Quarter Results

Company exceeds revised guidance; first quarterly profit since 2000

PHOENIX—(BUSINESS WIRE)—Oct. 27, 2004— ON Semiconductor Corp. (NASDAQ: ONNN) today announced that total revenues in the third quarter of 2004 were $318.4 million, a decrease of 5 percent from the second quarter of 2004. During the third quarter of 2004, the company reported net income of $15.7 million, or $0.04 per share, which included a loss on debt prepayment of $3.0 million, or $0.01 per share. During the second quarter of 2004, the company reported a net loss of $3.5 million, or $0.02 per share, that included restructuring, asset impairments and other charges of $0.9 million, and a loss on debt prepayment of $27.4 million, or $0.11 per share.

On a mix-adjusted basis, average selling prices in the third quarter of 2004 were up approximately 1 percent from the second quarter of 2004. The company's gross margin in the third quarter was 32.3 percent, a decrease of approximately 140 basis points as compared to the second quarter of 2004 due to a combination of lower unit volumes and lower manufacturing capacity utilization.

EBITDA for the third quarter of 2004 was $64.2 million and included the $3.0 million loss on debt prepayment. EBITDA for the second quarter of 2004 was $46.1 million and included restructuring, asset impairments and other charges of $0.9 million and the $27.4 million loss on debt prepayment. A reconciliation of this non-GAAP financial measure to the company's net income (loss) and net cash provided by operating activities prepared in accordance with U.S. GAAP is set out in the attached schedule.

"We accomplished a significant milestone this quarter by achieving profitability for the first time since the fourth quarter of 2000," said Keith Jackson, ON Semiconductor president and CEO. "The actions taken during the year on the operational and financial front have enabled us to reach profitability at a revenue level significantly lower than in the fourth quarter of 2000. Operationally, we are executing better throughout the cycle and have improved both our price management and product portfolio. Financially, we have strengthened our balance sheet and have reduced our interest expense. As we move into 2005, we believe the actions taken this year will continue to position ON for success."

FOURTH QUARTER 2004 OUTLOOK

"Based upon booking trends, backlog levels and estimated turns levels, we anticipate that total revenues will be flat to down 4 percent sequentially in the fourth quarter," Jackson said. "Backlog levels at the beginning of the fourth quarter of 2004 were down from backlog levels at the beginning of the third quarter of 2004 and represented greater than 90 percent of our anticipated fourth quarter revenues. We expect that average selling prices will be down slightly in the fourth quarter of 2004 and while gross margin will decrease to approximately 31 percent, we expect to remain profitable."

TELECONFERENCE

ON Semiconductor will hold a conference call for the financial community at 5 p.m. Eastern time (EDT) today to discuss the third quarter 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

ON Semiconductor offers an extensive portfolio of power and data management semiconductors and standard semiconductor components that address the design needs of today's sophisticated electronic products, appliances and automobiles. For more information, 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 bookings trends, backlog levels, estimated turns levels, fourth quarter 2004 revenues, gross margins and average selling prices, 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 and risks involving environmental or other governmental regulation. Additional factors that could affect the company's future operating results are described in our Form 10-K for the year ended Dec. 31, 2003 under the caption "Trends, Risks and Uncertainties" in the MD&A section, and other factors are described from time to time in our subsequent SEC filings. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information.
                ON SEMICONDUCTOR CORP. AND SUBSIDIARIES
            UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
                 (in millions, except per share data)


                                 Quarter Ended       Nine Months Ended
                          -------------------------- -----------------
                           Oct. 1,  July 2,  Oct. 3,  Oct. 1,  Oct. 3,
                            2004     2004     2003     2004     2003
                          -------- -------- -------- -------- --------
Revenues                   $318.4   $333.5   $264.8   $960.1    790.5
Cost of revenues            215.4    221.1    191.2    648.8    568.2
                          -------- -------- -------- -------- --------
Gross profit                103.0    112.4     73.6    311.3    222.3
                          -------- -------- -------- -------- --------
Operating expenses:
   Research and
    development              22.9     25.0     20.0     71.4     61.5
   Selling and marketing     18.6     19.9     14.8     56.9     46.5
   General and
    administrative           18.0     18.5     15.6     53.7     53.9
   Amortization of
    intangible asset            -        -        -        -      5.9
   Restructuring, asset
    impairments and other,
    net                         -      0.9     (3.3)    14.0     31.3
                          -------- -------- -------- -------- --------
     Total operating
      expenses               59.5     64.3     47.1    196.0    199.1
                          -------- -------- -------- -------- --------
Operating income             43.5     48.1     26.5    115.3     23.2
                          -------- -------- -------- -------- --------
Other income (expenses),
 net:
   Interest expense         (22.0)   (23.8)   (38.1)   (80.1)  (116.2)
   Interest income            0.6      0.6      0.3      1.6      1.5
   Realized and unrealized
    foreign currency gains
    (losses)                 (1.4)     1.0      0.5     (2.1)     2.3
   Loss on debt prepayment   (3.0)   (27.4)    (2.9)   (63.4)    (6.4)
                          -------- -------- -------- -------- --------
     Other income
      (expenses), net       (25.8)   (49.6)   (40.2)  (144.0)  (118.8)
                          -------- -------- -------- -------- --------

Income (loss) before
 income taxes, minority
 interests and cumulative 
 effect of accounting 
 change                      17.7     (1.5)   (13.7)   (28.7)   (95.6)
Income tax provision         (1.6)    (1.6)    (1.8)    (4.8)    (6.3)
Minority interests           (0.4)    (0.4)    (0.8)    (1.9)    (0.9)
                          -------- -------- -------- -------- --------
Income (loss) before
 cumulative effect of
 accounting change           15.7     (3.5)   (16.3)   (35.4)  (102.8)
Cumulative effect of
 accounting change              -        -        -        -    (21.5)
                          -------- -------- -------- -------- --------
Net income (loss)            15.7     (3.5)   (16.3)   (35.4)  (124.3)
Less: Accretion to
 redemption value of
 convertible redeemable 
 preferred stock              0.1      0.1        -     (1.6)       -
Less: Redeemable preferred
 stock dividends             (2.5)    (2.4)    (2.3)    (7.3)    (6.7)
Less:  Allocation of
 undistributed earnings to
 preferred stockholders      (2.0)       -        -        -        -
                          -------- -------- -------- -------- --------
Net income (loss)
 applicable to common
 stock (1)                  $11.3    $(5.8)  $(18.6)  $(44.3) $(131.0)
                          ======== ======== ======== ======== ========

Income (loss) per common
 share:
   Basic: (1) (2)
     Net income (loss)
      applicable to common
      stock before
      cumulative effect
      of accounting
      change                $0.04   $(0.02)  $(0.10)  $(0.18)  $(0.62)
     Cumulative effect of
      accounting change         -        -        -        -    (0.12)
                          -------- -------- -------- -------- --------
     Net income (loss)
      applicable to common
      stock                 $0.04   $(0.02)  $(0.10)  $(0.18)  $(0.74)
                          ======== ======== ======== ======== ========

   Diluted: (1) (2)
     Net income (loss)
      applicable to common
      stock before
      cumulative effect
      of accounting
      change                $0.04   $(0.02)  $(0.10)  $(0.18)  $(0.62)
     Cumulative effect of
      accounting change         -        -        -        -    (0.12)
                          -------- -------- -------- -------- --------
     Net income (loss)
      applicable to common
      stock                 $0.04   $(0.02)  $(0.10)  $(0.18)  $(0.74)
                          ======== ======== ======== ======== ========

   Weighted average common
    shares outstanding:
     Basic                  253.9    253.3    179.5    245.6    177.5
                          ======== ======== ======== ======== ========
     Diluted                259.4    253.3    179.5    245.6    177.5
                          ======== ======== ======== ======== ========


(1) Effective in the second quarter of 2004 and pursuant to EITF 03-6,
    under the two-class method of calculating basic earnings per share
    in periods in which we generate income, we will allocate net
    income available to common stockholders on a pro-rata basis
    between our common and preferred stockholders. Given our capital
    structure, this new standard has the effect of lowering our basic
    earnings per share when compared with our previous method of
    calculating basic earnings per share.

(2) Certain amounts may not total due to the rounding of individual
    components.


                ON SEMICONDUCTOR CORP. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED BALANCE SHEET
                             (in millions)


                                           Oct. 1,   July 2,  Dec. 31,
                                            2004      2004      2003
                                         --------- --------- ---------

Assets
Cash and cash equivalents                  $231.8    $257.7    $186.6
Receivables, net                            151.7     161.0     136.1
Inventories, net                            204.9     197.3     171.6
Other current assets                         25.5      26.5      25.7
Deferred income taxes                         4.4       3.5       2.7
                                         --------- --------- ---------
    Total current assets                    618.3     646.0     522.7
Property, plant and equipment, net          479.8     490.1     499.1
Deferred income taxes                         1.6       2.0       1.3
Goodwill                                     77.3      77.3      77.3
Other assets                                 43.7      46.7      61.0
                                         --------- --------- ---------
    Total assets                         $1,220.7  $1,262.1  $1,161.4
                                         ========= ========= =========

Liabilities, Minority Interests,
 Redeemable Preferred Stock
 and Stockholders' Deficit
Accounts payable                           $110.1    $125.0    $115.7
Accrued expenses                            100.8     108.1      89.9
Income taxes payable                          4.0       3.2       1.7
Accrued interest                             10.6      10.2      25.3
Deferred income on sales to distributors    109.5      98.7      66.2
Current portion of long-term debt            13.1      47.0      11.4
                                         --------- --------- ---------
    Total current liabilities               348.1     392.2     310.2
Long-term debt                            1,126.5   1,127.0   1,291.5
Other long-term liabilities                  43.6      57.9      58.2
                                         --------- --------- ---------
    Total liabilities                     1,518.2   1,577.1   1,659.9
                                         --------- --------- ---------
Minority interests in consolidated
 subsidiaries                                26.1      25.7      26.4
                                         --------- --------- ---------
Redeemable preferred stock                  128.6     126.2     119.7
                                         --------- --------- ---------
Common stock                                  2.5       2.5       2.2
Additional paid-in capital                1,115.8   1,117.0     891.3
Accumulated other comprehensive loss         (1.4)     (1.6)     (4.4)
Accumulated deficit                      (1,569.1) (1,584.8) (1,533.7)
                                         --------- --------- ---------
    Total stockholders' deficit            (452.2)   (466.9)   (644.6)
                                         --------- --------- ---------
    Total liabilities, minority
     interests, redeemable preferred
     stock and stockholders' deficit     $1,220.7  $1,262.1  $1,161.4
                                         ========= ========= =========


                ON SEMICONDUCTOR CORP. AND SUBSIDIARIES
    UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO EBITDA(a) AND
                 CASH PROVIDED BY OPERATING ACTIVITIES
                             (in millions)

                                                       Nine Months
                                Quarter Ended             Ended
                          -------------------------- -----------------
                           Oct. 1,  July 2,  Oct. 3,  Oct. 1,  Oct. 3,
                            2004     2004     2003     2004     2003
                          -------- -------- -------- -------- --------

Net income (loss)           $15.7    $(3.5)  $(16.3)  $(35.4) $(124.3)
Plus:
  Depreciation and
   amortization              25.5     24.8     28.0     76.6    100.6
  Interest expense           22.0     23.8     38.1     80.1    116.2
  Interest income            (0.6)    (0.6)    (0.3)    (1.6)    (1.5)
  Income tax provision        1.6      1.6      1.8      4.8      6.3
                          -------- -------- -------- -------- --------
EBITDA(a)                    64.2     46.1     51.3    124.5     97.3
Increase (decrease):
Interest expense            (22.0)   (23.8)   (38.1)   (80.1)  (116.2)
Interest income               0.6      0.6      0.3      1.6      1.5
Income tax provision         (1.6)    (1.6)    (1.8)    (4.8)    (6.3)
Loss on sale of fixed
 assets                         -        -     (4.6)    12.1     (3.2)
Loss on debt prepayment       3.0     27.4      2.9     63.4      6.4
Amortization of debt
 issuance costs and debt
 discount                     1.8      1.8      2.3      5.5      6.9
Provision for excess
 inventories                  5.3      1.6      2.1      6.9      8.4
Cumulative effect of
 accounting change              -        -        -        -     21.5
Non-cash impairment  of
 property, plant and
 equipment                      -        -        -        -     10.5
Non-cash write down of
 intangible asset               -        -        -        -     20.8
Non-cash interest on
 junior subordinated note
 payable to Motorola          3.6      3.5      3.3     10.6      9.8
Deferred income taxes        (0.5)    (0.7)    (2.3)    (2.0)    (4.8)
Stock compensation
 expense                      0.2        -        -      0.2      0.1
Other                         0.6      0.8      1.0      2.6      2.8
Changes in operating
 assets and liabilities     (24.7)    (2.8)   (15.2)   (24.3)   (37.6)
                          -------- -------- -------- -------- --------
Net cash provided by
 operating activities       $30.5    $52.9     $1.2   $116.2    $17.9
                          ======== ======== ======== ======== ========

(a) EBITDA represents net income (loss) before interest expense,
    interest income, provision for income taxes, depreciation and
    amortization expense. While EBITDA is not intended to represent
    cash flow from operations as defined by generally accepted
    accounting principles and should not be considered as an indicator
    of operating performance or an alternative to cash flow as a
    measure of liquidity, we believe this measure is useful to
    investors to assess our ability to meet our future debt service,
    capital expenditure and working capital requirements. This
    calculation may differ in method of calculation from similarly
    titled measures used by other companies. The table above sets
    forth our EBITDA with a reconciliation to net cash provided by
    operating activities, the most directly comparable financial
    measure under generally accepted accounting principles.




Contact:
ON Semiconductor, Phoenix
Everett Tackett, APR, 602-244-4534 (Public Relations)

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Ken Rizvi, 602-244-3437 (Investor Relations)

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