ALISO VIEJO, Calif., April 25, 2012 /PRNewswire/ -- Microsemi Corporation (Nasdaq: MSCC) , a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, today reported unaudited results for its second quarter of fiscal year 2012 ended April 1, 2012.

• Record Net Sales of $249.3 Million, up 20.2 Percent Over Prior Year and 3.5 Percent Over Prior Quarter
• Non-GAAP Diluted EPS of $0.46, up 17.9 Percent over Prior Quarter
• Book-to-Bill Ratio Greater than 1:1

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Net sales for Microsemi's second quarter of 2012 achieved a record $249.3 million, up 20.2 percent from the prior year second quarter and up 3.5 percent from the prior quarter.

Non-GAAP gross margin was 55.0 percent, up 30 basis points from the prior quarter and down 120 basis points from the prior year second quarter. Non-GAAP operating margin was 22.0 percent, up 50 basis points from the prior quarter and down 360 basis points from the prior year second quarter. Non-GAAP net income was $40.3 million or $0.46 per diluted share, compared to $33.6 million or $0.39 per diluted share in the prior quarter and $38.4 million or $0.45 per diluted share in the prior year second quarter.

GAAP gross margin, which included the effects of Thailand flood-related charges and non-cash purchase accounting adjustments, was 52.9 percent, up 70 basis points from the prior quarter and up 830 basis points from the prior year second quarter. GAAP operating margin was 4.5 percent, up 480 basis points from the prior quarter and up 850 basis points from the prior year second quarter. GAAP net loss was $4.8 million or $0.06 per diluted share, compared to a net loss of $44.6 million or $0.52 per diluted share in the prior quarter and a net loss of $19.1 million or $0.23 per diluted share in the prior year second quarter. Adjustments to reconcile Microsemi's GAAP and non-GAAP results are further discussed below.

"We are extremely pleased with our second quarter results and third quarter guidance," said James J. Peterson, president and chief executive officer for Microsemi. "We see accelerating trends in bookings, design activity and operational efficiencies, as well as a recovery from recent floods in Thailand. We believe our strategic growth in new product offerings will enhance our position in all of our end markets and we intend to leverage this momentum into improved profitability to the benefit of our shareholders."

Business Outlook

Microsemi expects that for the third quarter of fiscal year 2012, net sales will increase between 3 percent and 5 percent, sequentially. On a non-GAAP basis, the company expects earnings per diluted share for the third quarter of fiscal year 2012 will increase between 11 percent and 19 percent or to between $0.51 to $0.55.

Microsemi regularly announces a quarterly outlook in the form of issuing a news release and does not undertake to update any of this information between such public announcements to reflect subsequent events or circumstances. Please refer to the "SAFE HARBOR" STATEMENT below for risks that may affect future actual results.

Information for Second Fiscal Quarter 2012 Earnings Conference Call and Webcast:

Date: Wednesday, April 25, 2012
Time: 4:45 p.m. EDT (1:45 p.m. PDT)

To access the webcast, log on to www.microsemi.com, go to the Investors section and then to Events and Presentations. To listen to the live webcast, visit this website approximately 15 minutes prior to the start of the call to register, download and install any necessary audio software. For those unable to participate during the live webcast, a replay will be available shortly after the call on the website for 90 days.

To participate in the conference call by telephone, call 877-264-1110 or 706-634-1357 at approximately 4:35 p.m. EDT (1:35 p.m. PDT). Please provide the following ID Number: 70852370.

A telephonic replay will be available from 6 p.m. EDT (3 p.m. PDT) on Wednesday, April 25, 2012 through 11:59 p.m. EDT (8:59 p.m. PDT) on Wednesday, May 2, 2012. To access the replay, call: 855-859-2056 or 404-537-3406. Please enter the following ID Number: 70852370.

Non-GAAP Adjustments

Microsemi's GAAP results for the second quarter of fiscal year 2012 included $1.5 million in refinancing expenses that reduced the interest rate on our term loan from 5.75 percent to 4.00 percent, $1.6 million in restructuring and other charges, $0.4 million in acquisition-related costs and $1.0 million in income from Thailand flood-related insurance recoveries, as well as non-cash expenses of $26.5 million in amortization of acquired intangibles, $10.0 million in stock-based compensation, $3.8 million in Thailand flood-related charges, $2.0 million in manufacturing profit in acquired inventory, and $0.1 million in income from adjustments to the fair value of derivative instruments and their related tax effects. GAAP results are reconciled to non-GAAP results in the accompanying financial tables.

About Microsemi Corporation

Microsemi Corporation (Nasdaq: MSCC) offers a comprehensive portfolio of semiconductor solutions for: aerospace, defense and security; enterprise and communications; and medical, alternative energy, and industrial markets. Products include mixed-signal integrated circuits, SoCs and ASICS; programmable logic solutions; power management products; timing and voice processing devices; RF solutions; discrete components and systems including Power-over-Ethernet. Microsemi is headquartered in Aliso Viejo, Calif., and has approximately 3,000 employees globally. Learn more at www.microsemi.com.

PLEASE READ THE FOLLOWING FACTORS THAT CAN MATERIALLY AFFECT MICROSEMI'S FUTURE RESULTS.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Any statements set forth in the news release that are not entirely historical and factual in nature are forward-looking statements, including without limitation statements concerning Microsemi's net sales, margins and earnings guidance, accelerating trends in bookings, design activity, and operational efficiencies, strategic growth in new product offerings, the related potential enhancement in all of our end markets and our ability to leverage the resulting momentum into improved profitability and any other statements of belief or about the company's plans or expectations. These forward-looking statements are based on Microsemi's current expectations and are inherently subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. The potential risks and uncertainties include, but are not limited to, such factors as continued negative or worsening worldwide economic conditions or market instability; downturns in the highly cyclical semiconductor industry; intense competition in the semiconductor industry and resultant downward price pressure; inability to develop new technologies and products to satisfy changes in customer demand or the development by the company's competitors of products that decrease the demand for Microsemi's products; unfavorable or declining conditions in end markets; inability of Microsemi's compound semiconductor products to compete successfully with silicon-based products; production delays related to new compound semiconductors; variability of the company's manufacturing yields; the concentration of the factories that service the semiconductor industry; delays in beginning production, implementing production techniques, resolving problems associated with technical equipment malfunctions, or issues related to government or customer qualification of facilities; potential effects of system outages; the effect of events such as natural disasters and related disruptions on our operations, including, without limitation, the impact of recent flooding in Thailand; inability by Microsemi to fulfill customer demand and resulting loss of customers; variations in customer order preferences; difficulties foreseeing future demand; rises in inventory levels and inventory obsolescence; potential non-realization of expected orders or non-realization of backlog; failure to make sales indicated by the company's book-to-bill ratio; Microsemi's reliance on government contracts for a portion of its sales; risks related to the company's international operations and sales, including availability of transportation services, political instability and currency fluctuations; increases in the costs of credit and the availability of credit or additional capital only under more restrictive conditions or not at all; unanticipated changes in Microsemi's tax provisions or exposure to additional income tax liabilities; changes in generally accepted accounting principles; principal, liquidity and counterparty risks related to Microsemi's holdings in securities; environmental or other regulatory matters or litigation, or any matters involving contingent liabilities or other claims; the uncertainty of litigation, the costs and expenses of litigation, the potential material adverse effect litigation could have on Microsemi's business and results of operations if an adverse determination in litigation is made, and the time and attention required of management to attend to litigation; difficulties in determining the scope of, and procuring and maintaining, adequate insurance coverage; difficulties and costs of protecting patents and other proprietary rights; the hiring and retention of qualified personnel in a competitive labor market; acquiring, managing and integrating new operations, businesses or assets, and the associated diversion of management attention or other related costs or difficulties; uncertainty as to the future profitability of acquired businesses, and delays in the realization of, or the failure to realize, any accretion from acquisition transactions; any circumstances that adversely impact the end markets of acquired businesses; and difficulties in closing or disposing of operations or assets or transferring work, assets or inventory from one plant to another. In addition to these factors and any other factors mentioned elsewhere in this news release, the reader should refer as well to the factors, uncertainties or risks identified in Microsemi's most recent Form 10-K and any subsequent Form 10-Q reports filed by Microsemi with the SEC. Additional risk factors may be identified from time to time in Microsemi's future filings. The forward-looking statements included in this release speak only as of the date hereof, and Microsemi does not undertake any obligation to update these forward-looking statements to reflect subsequent events or circumstances. Amounts reported in this release are preliminary and subject to finalization prior to the filing of our next Form 10-Q.

To supplement the consolidated financial results prepared in accordance with Generally Accepted Accounting Principles ("GAAP"), this press release and its attachments include non-GAAP financial measures that exclude items listed in the footnotes below. GAAP results are reconciled to non-GAAP results in the accompanying tables. Management excludes these items because it believes that the non-GAAP measures enhance an investor's overall understanding of Microsemi's financial performance and future prospects by being more reflective of Microsemi's core operational activities and to be more comparable with the results of the Company over various periods. Management uses non-GAAP financial measures internally for strategic decision making, forecasting future results and evaluating current performance. Guidance is provided only on a non-GAAP basis due to the inherent difficulty of forecasting the timing or amount of certain items that have been excluded from the forward-looking non-GAAP measures, and a reconciliation to the comparable GAAP guidance has not been provided because certain factors that are materially significant to Microsemi's ability to estimate the excluded items are not accessible or estimable on a forward-looking basis. By disclosing non-GAAP financial measures, management intends to provide investors with additional measures of Microsemi's operating results and trends for the periods presented. Non-GAAP financial measures are not prepared in accordance with GAAP; therefore, the information is not necessarily comparable to other companies' financial information and should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

(Financial Tables Follow)

Additional details reconciling the selected GAAP financial measure to the selected non-GAAP financial measure may be found in the "Selected Non-GAAP Financial Measures and Schedule Reconciling Selected Non-GAAP Financial Measures to Comparable GAAP Financial Measures" table and in footnotes (1) to (10) below.

Additional details reconciling the selected GAAP financial measure to the selected non-GAAP financial measure may be found in Notes Reconciling Non-GAAP Financial Information to GAAP Financial Information and in footnotes (1) – (10) below.

Additional details reconciling the selected GAAP financial measure to the selected non-GAAP financial measure may be found in Notes Reconciling Non-GAAP Financial Information to GAAP Financial Information and in footnotes (1) – (10) below.

During the first quarter of fiscal year 2012, we closed the measurement period for the acquisition of Actel Corporation that occurred in the first quarter of fiscal year 2011. We completed our evaluation of income tax-related information obtained about facts and circumstances that existed as of the acquisition date. In accordance with relevant accounting standards, we retrospectively adjusted the preliminary amounts previously reported and are now reporting the final amounts. In the balance sheet as of October 2, 2011, we have reflected a retrospective adjustment of $1.3 million that increased non-current deferred tax assets and retained earnings. While the retrospective adjustment will have the effect of reducing income tax expense for fiscal year 2011 by $1.3 million, due to the timing of the application of this retrospective adjustment, income tax expense for the second quarter and first six months of fiscal year 2011 increased by $2.2 million compared to previously reported amounts.

Notes Reconciling Non-GAAP Financial Information to GAAP Financial Information

To supplement the consolidated financial results prepared in accordance with Generally Accepted Accounting Principles ("GAAP"), this press release and its attachments include non-GAAP financial measures that exclude items listed in the footnotes below. Management excludes these items because it believes that the non-GAAP measures enhance an investor's overall understanding of our financial performance and future prospects by being more reflective of our core operational activities and to be more comparable with our results over various periods. Management uses non-GAAP financial measures internally for strategic decision making, forecasting future results and evaluating current performance. Guidance is provided only on a non-GAAP basis due to the inherent difficulty of forecasting the timing or amount of certain items that have been excluded from the forward-looking non-GAAP measures, and a reconciliation to the comparable GAAP guidance has not been provided because certain factors that are materially significant to Microsemi's ability to estimate the excluded items are not accessible or estimable on a forward-looking basis. By disclosing non-GAAP financial measures, management intends to provide investors with a more meaningful, consistent comparison of Microsemi's operating results and trends for the periods presented. Non-GAAP financial measures are not prepared in accordance with GAAP; therefore, the information is not necessarily comparable to other companies' financial information and should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

The items excluded from GAAP financial results in calculating non-GAAP financial measures, are set forth below:

CONTACT: Financial, John W. Hohener, Executive Vice President and Chief Financial Officer, +1-949-380-6100, or Investors, Robert C. Adams, Vice President of Corporate Development, +1-949-380-6100, both of Microsemi