On March 1, 2015, Freescale entered into a definitive merger agreement with NXP Semiconductors. In anticipation of this transaction, which is expected to close during the fourth quarter of 2015, Freescale will not conduct a third quarter results conference call.
Caution Regarding Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to the closing of our proposed merger, our business strategy, goals and expectations concerning future revenues, operations, margins, profitability, liquidity and capital resources. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors. Some of the factors that we believe could affect our results include our substantial indebtedness; our ability to service our outstanding indebtedness and the impact such indebtedness may have on the way we operate our business; the loss of one or more of our significant customers or strategic relationships; general economic and business conditions and any downturns in the cyclical industry in which we operate; our competitive environment and our ability to make technological advances; interruptions in our production or manufacturing capacity and our ability to obtain supplies; our ability to meet unscheduled or temporary increases in demand in our target markets, economic conditions in the industries in which our products are sold; maintenance and protection of our intellectual property; political and economic conditions in the countries where we conduct business; geological conditions in some of the earthquake-prone countries where certain of our customers and suppliers are based; the costs of environmental compliance and/or the imposition of liabilities under environmental laws and regulations; potential product liability or personal injury claims; inability to make necessary capital expenditures; loss of key personnel; the financial viability of our customers, distributors or suppliers; regulatory approvals related to our proposed merger; and our ability to achieve cost savings as well as other matters described under "Risk Factors" in our Annual Report on Form 10-K and other filings with the SEC. We undertake no obligation to update any information contained in this press release.
Non-GAAP Financial Measures
Included within this press release and the accompanying tables and notes are non-GAAP financial measures that supplement the company's consolidated financial information prepared under GAAP. The company describes these non-GAAP financial measures and reconciles them to the most directly comparable GAAP measures in the tables and notes attached to this press release. The company's management believes that these non-GAAP measures provide a more meaningful representation of the company’s ongoing financial performance than GAAP measures alone. In addition, the company uses Adjusted EBITDA to measure compliance with certain of its debt covenants. These non-GAAP measures are included solely for informational and comparative purposes and are not meant as a substitute for GAAP. You should consider them together with the consolidated financial information located in the tables attached to this press release.
About Freescale Semiconductor
Freescale Semiconductor (NYSE: FSL) enables secure, embedded processing solutions for the Internet of Tomorrow. Freescale’s solutions drive a more innovative and connected world, simplifying our lives and making us safer. While serving the world’s largest companies, Freescale is also committed to supporting science, technology, engineering and math (STEM) education, enabling the next generation of innovators. www.freescale.com
Freescale and the Freescale logo are trademarks of Freescale Semiconductor, Inc., Reg. U.S. Pat. & Tm. Off. All other product or service names are the property of their respective owners. © 2015 Freescale Semiconductor, Inc.
| Freescale Semiconductor, Ltd. | |||||||||||||||
| Condensed Consolidated Statements of Operations | |||||||||||||||
| (Unaudited) | |||||||||||||||
| Three Months Ended | |||||||||||||||
| (in millions, except per share amounts) |
Oct 2,
|
Jul 3,
|
Oct 3,
|
||||||||||||
| Net sales | $ | 1,120 | $ | 1,198 | $ | 1,213 | |||||||||
| Cost of sales | 581 | 622 | 651 | ||||||||||||
| Gross margin | 539 | 576 | 562 | ||||||||||||
| Research and development | 197 | 216 | 213 | ||||||||||||
| Selling, general and administrative | 115 | 123 | 122 | ||||||||||||
| Amortization expense for acquired intangible assets | 4 | 5 | 4 | ||||||||||||
| Reorganization of business, merger expenses and other | 35 | 6 | 8 | ||||||||||||
| Operating earnings | 188 | 226 | 215 | ||||||||||||
| Loss on extinguishment or modification of long-term debt | (19 | ) | (9 | ) | (10 | ) | |||||||||
| Other expense, net | (68 | ) | (71 | ) | (82 | ) | |||||||||
| Earnings before income taxes | 101 | 146 | 123 | ||||||||||||
| Income tax expense (benefit) | 21 | 24 | (2 | ) | |||||||||||
| Net earnings | $ | 80 | $ | 122 | $ | 125 | |||||||||
| Earnings per common share: | |||||||||||||||
| Basic | $ | 0.26 | $ | 0.39 | $ | 0.41 | |||||||||
| Diluted | $ | 0.25 | $ | 0.38 | $ | 0.40 | |||||||||
| Weighted average common shares outstanding: | |||||||||||||||
| Basic | 311 | 310 | 304 | ||||||||||||
| Diluted | 318 | 318 | 309 | ||||||||||||
