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Microchip Technology Incorporated logo
Microchip Technology Incorporated
MCHP · US · NASDAQ
84.1
USD
-4.68
(5.56%)
Executives
Name Title Pay
Mr. Michael A. Finley Senior Vice President of Fab Operations --
Mr. Mitchel Obolsky Senior Vice President of Networking and Data Center Business Units --
Mr. Richard J. Simoncic Chief Operating Officer 526K
Mr. Ganesh Moorthy Chief Executive Officer, President & Director 1.64M
Mr. Mathew B. Bunker Senior Vice President of Back-End Operations --
Ms. Lauren A. Carr Senior Vice President of Global Human Resources --
Sajid Daudi Head of Investor Relations --
Mari Valenzuela General Counsel & Vice President --
Mr. Stephen Sanghi Executive Chair 875K
Mr. James Eric Bjornholt Senior Vice President & Chief Financial Officer 461K
Insider Transactions
Date Name Title Acquisition Or Disposition Stock / Options # of Shares Price
2024-07-01 SANGHI STEVE Executive Chair A - A-Award Restricted Stock Units 196 0
2024-07-01 SIMONCIC RICHARD J Chief Operating Officer A - A-Award Restricted Stock Units 3412 0
2024-07-01 SIMONCIC RICHARD J Chief Operating Officer A - A-Award Performance Stock Units 3412 0
2024-07-01 SIMONCIC RICHARD J Chief Operating Officer A - A-Award Performance Stock Units 915 0
2024-07-01 SIMONCIC RICHARD J Chief Operating Officer A - A-Award Restricted Stock Units 914 0
2024-07-01 SIMONCIC RICHARD J Chief Operating Officer A - A-Award Restricted Stock Units 194 0
2024-07-01 MOORTHY GANESH President & CEO A - A-Award Performance Stock Units 9754 0
2024-07-01 MOORTHY GANESH President & CEO A - A-Award Restricted Stock Units 9753 0
2024-07-01 MOORTHY GANESH President & CEO A - A-Award Restricted Stock Units 384 0
2024-07-01 Bjornholt James Eric Senior VP and CFO A - A-Award Performance Stock Units 2150 0
2024-07-01 Bjornholt James Eric Senior VP and CFO A - A-Award Restricted Stock Units 2149 0
2024-07-01 Bjornholt James Eric Senior VP and CFO A - A-Award Restricted Stock Units 183 0
2024-06-10 CHAPMAN MATTHEW W director D - S-Sale Common Stock 2748 93.88
2024-05-31 Johnson Karlton D director D - S-Sale Common Stock 227 97
2024-05-23 Bjornholt James Eric Senior VP and CFO D - S-Sale Common Stock 3188 99.98
2024-05-15 SIMONCIC RICHARD J Chief Operating Officer A - M-Exempt Common Stock 1406 95.36
2024-05-15 SIMONCIC RICHARD J Chief Operating Officer D - F-InKind Common Stock 385 95.36
2024-05-15 SIMONCIC RICHARD J Chief Operating Officer A - M-Exempt Common Stock 921 95.36
2024-05-15 SIMONCIC RICHARD J Chief Operating Officer D - F-InKind Common Stock 253 95.36
2024-05-15 SIMONCIC RICHARD J Chief Operating Officer A - M-Exempt Common Stock 2416 95.36
2024-05-15 SIMONCIC RICHARD J Chief Operating Officer D - F-InKind Common Stock 663 95.36
2024-05-15 SIMONCIC RICHARD J Chief Operating Officer D - M-Exempt Restricted Stock Units 1406 95.36
2024-05-15 SIMONCIC RICHARD J Chief Operating Officer D - M-Exempt Restricted Stock Units 2416 95.36
2024-05-15 SIMONCIC RICHARD J Chief Operating Officer D - M-Exempt Performance Stock Units 2416 95.36
2024-05-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 16750 95.36
2024-05-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 6388 95.36
2024-05-15 SANGHI STEVE Executive Chair D - F-InKind Common Stock 2642 95.36
2024-05-15 SANGHI STEVE Executive Chair D - F-InKind Common Stock 6927 95.36
2024-05-15 SANGHI STEVE Executive Chair D - M-Exempt Restricted Stock Units 16750 95.36
2024-05-15 SANGHI STEVE Executive Chair D - M-Exempt Performance Stock Units 16752 95.36
2024-05-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 6404 95.36
2024-05-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 2745 95.36
2024-05-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 8004 95.36
2024-05-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 3052 95.36
2024-05-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 1308 95.36
2024-05-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 3430 95.36
2024-05-15 MOORTHY GANESH President & CEO D - M-Exempt Restricted Stock Units 6404 95.36
2024-05-15 MOORTHY GANESH President & CEO D - M-Exempt Restricted Stock Units 8004 95.36
2024-05-15 MOORTHY GANESH President & CEO D - M-Exempt Performance Stock Units 8004 95.36
2024-05-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - M-Exempt Common Stock 1948 95.36
2024-05-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - F-InKind Common Stock 524 95.36
2024-05-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - M-Exempt Common Stock 1445 95.36
2024-05-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - M-Exempt Common Stock 3788 95.36
2024-05-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - F-InKind Common Stock 388 95.36
2024-05-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - F-InKind Common Stock 1133 95.36
2024-05-16 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - S-Sale Common Stock 7830 95.06
2024-05-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - M-Exempt Restricted Stock Units 1948 95.36
2024-05-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - M-Exempt Restricted Stock Units 3788 95.36
2024-05-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - M-Exempt Performance Stock Units 3790 95.36
2024-05-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 1556 95.36
2024-05-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 667 95.36
2024-05-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 2914 95.36
2024-05-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 1111 95.36
2024-05-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 477 95.36
2024-05-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 1249 95.36
2024-05-15 Bjornholt James Eric Senior VP and CFO D - M-Exempt Restricted Stock Units 1556 95.36
2024-05-15 Bjornholt James Eric Senior VP and CFO D - M-Exempt Restricted Stock Units 2914 95.36
2024-05-15 Bjornholt James Eric Senior VP and CFO D - M-Exempt Performance Stock Units 2914 95.36
2024-05-08 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - S-Sale Common Stock 10000 90.88
2024-04-03 SIMONCIC RICHARD J Chief Operating Officer A - A-Award Performance Stock Units 3483 0
2024-04-03 SIMONCIC RICHARD J Chief Operating Officer A - A-Award Restricted Stock Units 3482 0
2024-04-03 SIMONCIC RICHARD J Chief Operating Officer A - A-Award Performance Stock Units 934 0
2024-04-03 SIMONCIC RICHARD J Chief Operating Officer A - A-Award Restricted Stock Units 933 0
2024-04-03 SIMONCIC RICHARD J Chief Operating Officer A - A-Award Restricted Stock Units 99 0
2024-04-03 SANGHI STEVE Executive Chair A - A-Award Restricted Stock Units 100 0
2024-04-03 MOORTHY GANESH President & CEO A - A-Award Performance Stock Units 9955 0
2024-04-03 MOORTHY GANESH President & CEO A - A-Award Restricted Stock Units 9954 0
2024-04-03 MOORTHY GANESH President & CEO A - A-Award Restricted Stock Units 196 0
2024-04-03 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Restricted Stock Units 98 0
2024-04-03 Bjornholt James Eric Senior VP and CFO A - A-Award Performance Stock Units 2194 0
2024-04-03 Bjornholt James Eric Senior VP and CFO A - A-Award Restricted Stock Units 2194 0
2024-04-03 Bjornholt James Eric Senior VP and CFO A - A-Award Restricted Stock Units 93 0
2024-03-07 SANGHI STEVE Executive Chair D - S-Sale Common Stock 27533 92.81
2024-03-07 SANGHI STEVE Executive Chair D - S-Sale Common Stock 8910 93.99
2024-03-06 Johnson Karlton D director D - S-Sale Common Stock 92 86.88
2024-03-01 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU A - A-Award Common Stock 385 55.1905
2024-03-01 MOORTHY GANESH President & CEO A - A-Award Common Stock 385 55.1905
2024-03-01 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Common Stock 385 55.1905
2024-03-01 Bjornholt James Eric Senior VP and CFO A - A-Award Common Stock 364 55.1905
2024-02-23 Bjornholt James Eric Senior VP and CFO D - S-Sale Common Stock 1970 83.9
2024-02-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU A - M-Exempt Common Stock 1406 82.51
2024-02-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU D - F-InKind Common Stock 459 82.51
2024-02-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU A - M-Exempt Common Stock 1762 82.51
2024-02-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU D - F-InKind Common Stock 480 82.51
2024-02-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU D - M-Exempt Restricted Stock Units 1406 82.51
2024-02-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU D - M-Exempt Restricted Stock Units 1762 82.51
2024-02-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 12212 82.51
2024-02-15 SANGHI STEVE Executive Chair D - F-InKind Common Stock 3302 82.51
2024-02-15 SANGHI STEVE Executive Chair D - M-Exempt Restricted Stock Units 12212 82.51
2024-02-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 6402 82.51
2024-02-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 2780 82.51
2024-02-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 5836 82.51
2024-02-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 2501 82.51
2024-02-15 MOORTHY GANESH President & CEO D - M-Exempt Restricted Stock Units 6402 82.51
2024-02-15 MOORTHY GANESH President & CEO D - M-Exempt Restricted Stock Units 5836 82.51
2024-02-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 1556 82.51
2024-02-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 2020 82.51
2024-02-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 667 82.51
2024-02-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 939 82.51
2024-02-15 Bjornholt James Eric Senior VP and CFO D - M-Exempt Restricted Stock Units 1556 82.51
2024-02-15 Bjornholt James Eric Senior VP and CFO D - M-Exempt Restricted Stock Units 2020 82.51
2024-02-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - M-Exempt Common Stock 1948 82.51
2024-02-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - F-InKind Common Stock 524 82.51
2024-02-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - M-Exempt Common Stock 2762 82.51
2024-02-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - F-InKind Common Stock 812 82.51
2024-02-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - M-Exempt Restricted Stock Units 1948 82.51
2024-02-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - M-Exempt Restricted Stock Units 2762 82.51
2024-02-02 Barker Ellen director D - Restricted Stock Units 1306 0
2024-02-02 Barker Ellen director D - Common Stock 0 0
2024-02-06 Johnson Karlton D director D - S-Sale Common Stock 370 84
2024-01-02 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU A - A-Award Performance Stock Units 2643 0
2024-01-02 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU A - A-Award Restricted Stock Units 2642 0
2024-01-02 MOORTHY GANESH President & CEO A - A-Award Restricted Stock Units 10320 0
2024-01-02 MOORTHY GANESH President & CEO A - A-Award Performance Stock Units 10320 0
2024-01-02 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Performance Stock Units 2643 0
2024-01-02 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Restricted Stock Units 2642 0
2024-01-02 Bjornholt James Eric Senior VP and CFO A - A-Award Performance Stock Units 2275 0
2024-01-02 Bjornholt James Eric Senior VP and CFO A - A-Award Restricted Stock Units 2274 0
2023-12-15 MEYERCORD WADE F director D - G-Gift Common Stock 200 92.2
2023-12-15 MEYERCORD WADE F director D - G-Gift Common Stock 200 92.2
2023-12-15 MEYERCORD WADE F director D - G-Gift Common Stock 200 92.2
2023-12-06 MEYERCORD WADE F director D - G-Gift Common Stock 300 83.62
2023-12-06 MEYERCORD WADE F director D - G-Gift Common Stock 300 83.62
2023-12-06 MEYERCORD WADE F director D - G-Gift Common Stock 300 83.62
2023-12-06 MEYERCORD WADE F director D - G-Gift Common Stock 1375 83.62
2023-11-22 Bjornholt James Eric Senior VP and CFO D - S-Sale Common Stock 2324 83.44
2023-11-16 Johnson Karlton D director D - S-Sale Common Stock 500 82.4701
2023-11-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU A - M-Exempt Common Stock 3708 82.5
2023-11-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU A - M-Exempt Common Stock 1406 82.5
2023-11-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU D - F-InKind Common Stock 596 82.5
2023-11-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU D - F-InKind Common Stock 1573 82.5
2023-11-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU D - M-Exempt Restricted Stock Units 1406 82.5
2023-11-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU D - M-Exempt Restricted Stock Units 3708 82.5
2023-11-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 24596 82.5
2023-11-15 SANGHI STEVE Executive Chair D - F-InKind Common Stock 10171 82.5
2023-11-15 SANGHI STEVE Executive Chair D - M-Exempt Restricted Stock Units 24596 82.5
2023-11-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 6402 82.5
2023-11-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 11752 82.5
2023-11-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 2744 82.5
2023-11-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 5036 82.5
2023-11-15 MOORTHY GANESH President & CEO D - M-Exempt Restricted Stock Units 6402 82.5
2023-11-15 MOORTHY GANESH President & CEO D - M-Exempt Restricted Stock Units 11752 82.5
2023-11-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - M-Exempt Common Stock 5564 82.5
2023-11-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - M-Exempt Common Stock 1948 82.5
2023-11-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - F-InKind Common Stock 767 82.5
2023-11-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - F-InKind Common Stock 2190 82.5
2023-11-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - M-Exempt Restricted Stock Units 1948 82.5
2023-11-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - M-Exempt Restricted Stock Units 5564 82.5
2023-11-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 4068 82.5
2023-11-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 1556 82.5
2023-11-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 667 82.5
2023-11-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 1744 82.5
2023-11-15 Bjornholt James Eric Senior VP and CFO D - M-Exempt Restricted Stock Units 1556 82.5
2023-11-15 Bjornholt James Eric Senior VP and CFO D - M-Exempt Restricted Stock Units 4068 82.5
2023-11-07 Johnson Karlton D director D - S-Sale Common Stock 1062 75.2
2023-10-02 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU A - A-Award Restricted Stock Units 2919 0
2023-10-02 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU A - A-Award Performance Stock Units 2919 0
2023-10-02 MOORTHY GANESH President & CEO A - A-Award Performance Stock Units 11399 0
2023-10-02 MOORTHY GANESH President & CEO A - A-Award Restricted Stock Units 11398 0
2023-10-02 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Restricted Stock Units 2919 0
2023-10-02 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Performance Stock Units 2919 0
2023-10-02 Bjornholt James Eric Senior VP and CFO A - A-Award Performance Stock Units 2512 0
2023-10-02 Bjornholt James Eric Senior VP and CFO A - A-Award Restricted Stock Units 2512 0
2022-11-23 MEYERCORD WADE F director D - G-Gift Common Stock 2665 76.22
2023-08-23 Bjornholt James Eric Senior VP and CFO D - S-Sale Common Stock 2363 78.63
2023-08-21 Rapp Karen Marie director A - M-Exempt Common Stock 2748 80.52
2023-08-22 Rapp Karen Marie director A - A-Award Restricted Stock Units 2492 0
2023-08-21 Rapp Karen Marie director D - M-Exempt Restricted Stock Units 2748 80.52
2023-08-22 RANGO ROBERT A. director A - A-Award Restricted Stock Units 2492 0
2023-08-21 RANGO ROBERT A. director A - M-Exempt Common Stock 1747 80.52
2023-08-21 RANGO ROBERT A. director D - M-Exempt Restricted Stock Units 1747 80.52
2023-08-21 MEYERCORD WADE F director A - M-Exempt Common Stock 2748 80.52
2023-08-22 MEYERCORD WADE F director A - A-Award Restricted Stock Units 2492 0
2023-08-21 MEYERCORD WADE F director D - M-Exempt Restricted Stock Units 2748 80.52
2023-08-21 Johnson Karlton D director A - M-Exempt Common Stock 2748 80.52
2023-08-22 Johnson Karlton D director A - A-Award Restricted Stock Units 2492 0
2023-08-21 Johnson Karlton D director D - M-Exempt Restricted Stock Units 2748 80.52
2023-08-21 Johnson Esther director A - M-Exempt Common Stock 2748 80.52
2023-08-21 Johnson Esther director D - M-Exempt Restricted Stock Units 2748 80.52
2023-08-21 CHAPMAN MATTHEW W director A - M-Exempt Common Stock 2748 80.52
2023-08-22 CHAPMAN MATTHEW W director A - A-Award Restricted Stock Units 2492 0
2023-08-21 CHAPMAN MATTHEW W director D - M-Exempt Restricted Stock Units 2748 80.52
2023-08-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU A - M-Exempt Common Stock 3770 80.89
2023-08-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU D - F-InKind Common Stock 1599 80.89
2023-08-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU D - M-Exempt Restricted Stock Units 3770 80.89
2023-08-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 25004 80.89
2023-08-15 SANGHI STEVE Executive Chair D - F-InKind Common Stock 10340 80.89
2023-08-15 SANGHI STEVE Executive Chair D - M-Exempt Restricted Stock Units 25004 80.89
2023-08-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 11948 80.89
2023-08-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 5120 80.89
2023-08-15 MOORTHY GANESH President & CEO D - M-Exempt Restricted Stock Units 11948 80.89
2023-08-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - M-Exempt Common Stock 5656 80.89
2023-08-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - F-InKind Common Stock 2226 80.89
2023-08-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - M-Exempt Restricted Stock Units 5656 80.89
2023-08-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 4136 80.89
2023-08-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 1773 80.89
2023-08-15 Bjornholt James Eric Senior VP and CFO D - M-Exempt Restricted Stock Units 4136 80.89
2023-07-05 Bjornholt James Eric Senior VP and CFO A - A-Award Performance Stock Units 2227 0
2023-07-05 Bjornholt James Eric Senior VP and CFO A - A-Award Restricted Stock Units 2226 0
2023-07-05 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU A - A-Award Restricted Stock Units 2587 0
2023-07-05 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU A - A-Award Performance Stock Units 2587 0
2023-07-05 SANGHI STEVE Executive Chair A - A-Award Performance Stock Units 6688 0
2023-07-05 SANGHI STEVE Executive Chair A - A-Award Restricted Stock Units 6687 0
2023-07-05 MOORTHY GANESH President & CEO A - A-Award Restricted Stock Units 10102 0
2023-07-05 MOORTHY GANESH President & CEO A - A-Award Performance Stock Units 10102 0
2023-07-05 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Restricted Stock Units 2587 0
2023-07-05 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Performance Stock Units 2587 0
2023-07-05 Bjornholt James Eric Senior VP and CFO A - A-Award Performance Stock Units 2227 0
2023-07-05 Bjornholt James Eric Senior VP and CFO A - A-Award Restricted Stock Units 2226 0
2023-05-23 Bjornholt James Eric Senior VP and CFO D - S-Sale Common Stock 2470 78.32
2023-05-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU A - M-Exempt Common Stock 3940 75.38
2023-05-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU D - F-InKind Common Stock 1385 75.38
2023-05-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU A - M-Exempt Common Stock 2002 75.38
2023-05-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU D - F-InKind Common Stock 549 75.38
2023-05-15 SIMONCIC RICHARD J Exec VP, Analog/Intrfce BU D - M-Exempt Restricted Stock Units 3940 75.38
2023-05-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 26132 75.38
2023-05-15 SANGHI STEVE Executive Chair D - F-InKind Common Stock 10806 75.38
2023-05-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 13274 75.38
2023-05-15 SANGHI STEVE Executive Chair D - F-InKind Common Stock 5489 75.38
2023-05-15 SANGHI STEVE Executive Chair D - M-Exempt Restricted Stock Units 26132 75.38
2023-05-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 12486 75.38
2023-05-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 5351 75.38
2023-05-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 6344 75.38
2023-05-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 2719 75.38
2023-05-15 MOORTHY GANESH President & CEO D - M-Exempt Restricted Stock Units 12486 75.38
2023-05-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - M-Exempt Common Stock 5912 75.38
2023-05-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - F-InKind Common Stock 2327 75.38
2023-05-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - M-Exempt Common Stock 2860 75.38
2023-05-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - F-InKind Common Stock 1104 75.38
2023-05-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - M-Exempt Restricted Stock Units 5912 75.38
2023-05-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 4322 75.38
2023-05-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 1852 75.38
2023-05-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 1816 75.38
2023-05-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 779 75.38
2023-05-15 Bjornholt James Eric Senior VP and CFO D - M-Exempt Restricted Stock Units 4322 75.38
2023-04-03 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - A-Award Performance Stock Units 2766 0
2023-04-03 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - A-Award Restricted Stock Units 2765 0
2023-04-03 SANGHI STEVE Executive Chair A - A-Award Restricted Stock Units 7150 0
2023-04-03 SANGHI STEVE Executive Chair A - A-Award Performance Stock Units 7150 0
2023-04-03 MOORTHY GANESH President & CEO A - A-Award Performance Stock Units 10801 0
2023-04-03 MOORTHY GANESH President & CEO A - A-Award Restricted Stock Units 10800 0
2023-04-03 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Performance Stock Units 2766 0
2023-04-03 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Restricted Stock Units 2765 0
2023-04-03 Bjornholt James Eric Senior VP and CFO A - A-Award Performance Stock Units 2381 0
2023-04-03 Bjornholt James Eric Senior VP and CFO A - A-Award Restricted Stock Units 2380 0
2023-03-01 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - A-Award Common Stock 385 55.1905
2023-03-01 SANGHI STEVE Executive Chair A - A-Award Common Stock 385 55.1905
2023-03-01 MOORTHY GANESH President & CEO A - A-Award Common Stock 385 55.1905
2023-03-01 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Common Stock 385 55.1905
2023-03-01 Bjornholt James Eric Senior VP and CFO A - A-Award Common Stock 385 55.1905
2023-02-23 Johnson Karlton D director D - S-Sale Common Stock 396 81
2023-02-23 Bjornholt James Eric Senior VP and CFO D - S-Sale Common Stock 2777 81.58
2023-02-22 CHAPMAN MATTHEW W director D - S-Sale Common Stock 1000 81.13
2023-02-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - M-Exempt Common Stock 4830 85.91
2023-02-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - F-InKind Common Stock 1324 85.91
2023-02-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - M-Exempt Common Stock 2002 85.91
2023-02-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - F-InKind Common Stock 546 85.91
2023-02-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - M-Exempt Restricted Stock Units 2002 85.91
2023-02-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - M-Exempt Restricted Stock Units 4830 85.91
2023-02-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 32032 85.91
2023-02-15 SANGHI STEVE Executive Chair D - F-InKind Common Stock 13246 85.91
2023-02-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 13274 85.91
2023-02-15 SANGHI STEVE Executive Chair D - F-InKind Common Stock 4527 85.91
2023-02-15 SANGHI STEVE Executive Chair D - M-Exempt Restricted Stock Units 13274 85.91
2023-02-15 SANGHI STEVE Executive Chair D - M-Exempt Restricted Stock Units 32032 85.91
2023-02-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 15304 85.91
2023-02-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 6558 85.91
2023-02-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 6342 85.91
2023-02-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 2718 85.91
2023-02-15 MOORTHY GANESH President & CEO D - M-Exempt Restricted Stock Units 6342 85.91
2023-02-15 MOORTHY GANESH President & CEO D - M-Exempt Restricted Stock Units 15304 85.91
2023-02-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - M-Exempt Common Stock 7246 85.91
2023-02-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - F-InKind Common Stock 1765 85.91
2023-02-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - M-Exempt Common Stock 2860 85.91
2023-02-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - F-InKind Common Stock 694 85.91
2023-02-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - M-Exempt Restricted Stock Units 2860 85.91
2023-02-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - M-Exempt Restricted Stock Units 7246 85.91
2023-02-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 4598 85.91
2023-02-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 262 85.91
2023-02-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 115 85.91
2023-02-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 1968 85.91
2023-02-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 1816 85.91
2023-02-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 779 85.91
2023-02-15 Bjornholt James Eric Senior VP and CFO D - S-Sale Common Stock 6813 85
2023-02-15 Bjornholt James Eric Senior VP and CFO D - M-Exempt Restricted Stock Units 1816 85.91
2023-02-15 Bjornholt James Eric Senior VP and CFO D - M-Exempt Restricted Stock Units 262 85.91
2023-01-03 RANGO ROBERT A. director D - Restricted Stock Units 1747 0
2023-01-03 RANGO ROBERT A. director D - Common Stock 0 0
2023-01-03 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - A-Award Performance Stock Units 2714 0
2023-01-03 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - A-Award Restricted Stock Units 2713 0
2023-01-03 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - A-Award Performance Stock Units 679 0
2023-01-03 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - A-Award Restricted Stock Units 678 0
2023-01-03 SANGHI STEVE Executive Chair A - A-Award Performance Stock Units 8558 0
2023-01-03 SANGHI STEVE Executive Chair A - A-Award Performance Stock Units 1712 0
2023-01-03 SANGHI STEVE Executive Chair A - A-Award Restricted Stock Units 1711 0
2023-01-03 MOORTHY GANESH President & CEO A - A-Award Performance Stock Units 11700 0
2023-01-03 MOORTHY GANESH President & CEO A - A-Award Restricted Stock Units 11699 0
2023-01-03 MOORTHY GANESH President & CEO A - A-Award Performance Stock Units 2340 0
2023-01-03 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Performance Stock Units 3311 0
2023-01-03 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Restricted Stock Units 3310 0
2023-01-03 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Performance Stock Units 828 0
2023-01-03 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Restricted Stock Units 827 0
2023-01-03 Bjornholt James Eric Senior VP and CFO A - A-Award Performance Stock Units 2714 0
2023-01-03 Bjornholt James Eric Senior VP and CFO A - A-Award Restricted Stock Units 2713 0
2023-01-03 Bjornholt James Eric Senior VP and CFO A - A-Award Performance Stock Units 679 0
2023-01-03 Bjornholt James Eric Senior VP and CFO A - A-Award Restricted Stock Units 678 0
2022-12-22 MEYERCORD WADE F director D - G-Gift Common Stock 400 69.91
2022-12-22 MEYERCORD WADE F director D - G-Gift Common Stock 400 69.91
2022-12-22 MEYERCORD WADE F director D - G-Gift Common Stock 400 69.91
2022-11-22 Bjornholt James Eric Senior VP and CFO D - S-Sale Common Stock 2630 72.88
2022-11-22 CHAPMAN MATTHEW W director D - S-Sale Common Stock 1000 72.88
2022-11-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - M-Exempt Common Stock 4466 76.94
2022-11-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - M-Exempt Common Stock 104 76.94
2022-11-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - F-InKind Common Stock 46 76.94
2022-11-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - F-InKind Common Stock 1948 76.94
2022-11-16 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - G-Gift Common Stock 500 73.64
2022-11-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - M-Exempt Common Stock 2002 76.94
2022-11-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - F-InKind Common Stock 874 76.94
2022-11-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - S-Sale Common Stock 8596 77.1507
2022-11-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - M-Exempt Restricted Stock Units 2002 0
2022-11-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - M-Exempt Restricted Stock Units 104 0
2022-11-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 298 76.94
2022-11-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 29620 76.94
2022-11-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 13274 76.94
2022-11-15 SANGHI STEVE Executive Chair D - M-Exempt Restricted Stock Units 13274 0
2022-11-15 SANGHI STEVE Executive Chair D - M-Exempt Restricted Stock Units 298 0
2022-11-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 14152 76.94
2022-11-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 172 76.94
2022-11-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 74 76.94
2022-11-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 6079 76.94
2022-11-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 6342 76.94
2022-11-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 2724 76.94
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2022-11-15 MOORTHY GANESH President & CEO D - M-Exempt Restricted Stock Units 172 0
2022-11-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - M-Exempt Common Stock 6700 76.94
2022-11-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - M-Exempt Common Stock 112 76.94
2022-11-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - F-InKind Common Stock 49 76.94
2022-11-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - F-InKind Common Stock 2918 76.94
2022-11-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - M-Exempt Common Stock 2860 76.94
2022-11-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - F-InKind Common Stock 1246 76.94
2022-11-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - M-Exempt Restricted Stock Units 2860 0
2022-11-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - M-Exempt Restricted Stock Units 112 0
2022-11-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 4252 76.94
2022-11-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 304 76.94
2022-11-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 106 76.94
2022-11-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 47 76.94
2022-11-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 133 76.94
2022-11-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 1852 76.94
2022-11-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 1816 76.94
2022-11-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 791 76.94
2022-11-15 Bjornholt James Eric Senior VP and CFO D - M-Exempt Restricted Stock Units 1816 0
2022-11-15 Bjornholt James Eric Senior VP and CFO D - M-Exempt Restricted Stock Units 106 0
2022-11-07 Johnson Karlton D director D - S-Sale Common Stock 927 64.54
2022-10-03 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - A-Award Performance Stock Units 2946 0
2022-10-03 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - A-Award Restricted Stock Units 2945 0
2022-10-03 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - A-Award Performance Stock Units 737 0
2022-10-03 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - A-Award Restricted Stock Units 736 0
2022-10-03 SANGHI STEVE Executive Chair A - A-Award Performance Stock Units 9290 0
2022-10-03 SANGHI STEVE Executive Chair A - A-Award Restricted Stock Units 9289 0
2022-10-03 SANGHI STEVE Executive Chair A - A-Award Restricted Stock Units 1858 0
2022-10-03 MOORTHY GANESH President & CEO A - A-Award Performance Stock Units 12699 0
2022-10-03 MOORTHY GANESH President & CEO A - A-Award Performance Stock Units 2540 0
2022-10-03 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Performance Stock Units 3594 0
2022-10-03 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Restricted Stock Units 3593 0
2022-10-03 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Performance Stock Units 899 0
2022-10-03 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Restricted Stock Units 898 0
2022-10-03 Bjornholt James Eric Senior VP and CFO A - A-Award Performance Stock Units 2946 0
2022-10-03 Bjornholt James Eric Senior VP and CFO A - A-Award Restricted Stock Units 2945 0
2022-10-03 Bjornholt James Eric Senior VP and CFO A - A-Award Performance Stock Units 737 0
2022-10-03 Bjornholt James Eric Senior VP and CFO A - A-Award Restricted Stock Units 736 0
2022-09-02 LITTLE MITCHELL R Senior VP, WW Client Engagemnt D - S-Sale Common Stock 6937 65.96
2022-08-22 Rapp Karen Marie director A - M-Exempt Common Stock 2296 68.09
2022-08-22 Rapp Karen Marie A - A-Award Restricted Stock Units 2748 0
2022-08-22 Rapp Karen Marie D - M-Exempt Restricted Stock Units 2296 0
2022-08-22 Rapp Karen Marie director D - M-Exempt Restricted Stock Units 2296 68.09
2022-08-22 MEYERCORD WADE F A - M-Exempt Common Stock 2296 68.09
2022-08-22 MEYERCORD WADE F A - A-Award Restricted Stock Units 2748 0
2022-08-22 MEYERCORD WADE F director D - M-Exempt Restricted Stock Units 2296 68.09
2022-08-22 Johnson Karlton D A - A-Award Restricted Stock Units 2748 0
2022-08-22 Johnson Karlton D D - M-Exempt Restricted Stock Units 2296 0
2022-08-22 Johnson Esther A - M-Exempt Common Stock 2296 68.09
2022-08-22 Johnson Esther A - A-Award Restricted Stock Units 2748 0
2022-08-22 Johnson Esther director D - M-Exempt Restricted Stock Units 2296 68.09
2022-08-22 CHAPMAN MATTHEW W D - S-Sale Common Stock 1000 68.21
2022-08-22 CHAPMAN MATTHEW W A - A-Award Restricted Stock Units 2748 0
2022-08-22 CHAPMAN MATTHEW W D - M-Exempt Restricted Stock Units 2296 0
2022-08-23 Bjornholt James Eric Senior VP and CFO D - S-Sale Common Stock 2379 68.21
2022-08-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - M-Exempt Common Stock 2002 74.28
2022-08-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - M-Exempt Common Stock 3766 74.28
2022-08-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - M-Exempt Common Stock 232 74.28
2022-08-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - M-Exempt Common Stock 96 74.28
2022-08-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - F-InKind Common Stock 42 74.28
2022-08-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - F-InKind Common Stock 102 74.28
2022-08-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - F-InKind Common Stock 874 74.28
2022-08-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - F-InKind Common Stock 1643 74.28
2022-08-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - M-Exempt Restricted Stock Units 2002 74.28
2022-08-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - M-Exempt Restricted Stock Units 96 74.28
2022-08-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 484 74.28
2022-08-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 670 74.28
2022-08-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 13274 74.28
2022-08-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 24986 74.28
2022-08-15 SANGHI STEVE Executive Chair D - M-Exempt Restricted Stock Units 13274 74.28
2022-08-15 SANGHI STEVE Executive Chair D - M-Exempt Restricted Stock Units 484 74.28
2022-08-15 SANGHI STEVE Executive Chair D - M-Exempt Restricted Stock Units 484 0
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2022-08-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 11938 74.28
2022-08-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 610 74.28
2022-08-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 262 74.28
2022-08-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 388 74.28
2022-08-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 167 74.28
2022-08-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 2724 74.28
2022-08-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 5128 74.28
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2022-08-15 MOORTHY GANESH President & CEO D - M-Exempt Restricted Stock Units 610 74.28
2022-08-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - F-InKind Common Stock 1246 74.28
2022-08-15 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - M-Exempt Restricted Stock Units 5652 0
2022-08-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 1816 74.28
2022-08-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 3586 74.28
2022-08-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 236 74.28
2022-08-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 88 74.28
2022-08-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 39 74.28
2022-08-15 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 308 74.28
2022-08-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 103 74.28
2022-08-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 135 74.28
2022-08-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 791 74.28
2022-08-15 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 1562 74.28
2022-08-15 Bjornholt James Eric Senior VP and CFO D - M-Exempt Restricted Stock Units 1816 74.28
2022-08-15 Bjornholt James Eric Senior VP and CFO D - M-Exempt Restricted Stock Units 88 74.28
2022-07-01 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - A-Award Performance Stock Units 2226 0
2022-07-01 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - A-Award Restricted Stock Units 2226 0
2022-07-01 SANGHI STEVE Executive Chair A - A-Award Performance Stock Units 7020 0
2022-07-01 SANGHI STEVE Executive Chair A - A-Award Restricted Stock Units 7020 0
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2022-07-01 MOORTHY GANESH President & CEO A - A-Award Restricted Stock Units 9596 0
2022-07-01 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU A - A-Award Performance Stock Units 2716 0
2022-07-01 Bjornholt James Eric Senior VP and CFO A - A-Award Restricted Stock Units 2226 0
2022-07-01 Bjornholt James Eric Senior VP and CFO A - A-Award Performance Stock Units 2226 0
2022-06-17 MOORTHY GANESH President & CEO A - P-Purchase Common Stock 3000 56.6003
2022-06-17 MOORTHY GANESH President & CEO A - P-Purchase Common Stock 5000 57.7
2022-06-01 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - M-Exempt Common Stock 196 71.16
2022-06-01 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - F-InKind Common Stock 86 71.16
2022-06-01 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - M-Exempt Restricted Stock Units 196 0
2022-06-01 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - M-Exempt Restricted Stock Units 196 71.16
2022-06-01 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 2742 71.16
2022-06-01 SANGHI STEVE Executive Chair D - M-Exempt Restricted Stock Units 2742 0
2022-06-01 SANGHI STEVE Executive Chair D - M-Exempt Restricted Stock Units 2742 71.16
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2022-06-01 MOORTHY GANESH President & CEO D - F-InKind Common Stock 280 71.16
2022-06-01 MOORTHY GANESH President & CEO D - M-Exempt Restricted Stock Units 650 0
2022-06-01 MOORTHY GANESH President & CEO D - M-Exempt Restricted Stock Units 650 71.16
2022-06-01 LITTLE MITCHELL R Senior VP, WW Client Engagemnt A - M-Exempt Common Stock 262 71.16
2022-06-01 LITTLE MITCHELL R Senior VP, WW Client Engagemnt D - F-InKind Common Stock 117 71.16
2022-06-01 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - F-InKind Common Stock 105 71.16
2022-06-01 DREHOBL STEPHEN V Senior VP, MCU8/MCU16 BU D - M-Exempt Restricted Stock Units 240 0
2022-06-01 Bjornholt James Eric Senior VP and CFO A - M-Exempt Common Stock 180 71.16
2022-06-01 Bjornholt James Eric Senior VP and CFO D - F-InKind Common Stock 79 71.16
2022-06-01 Bjornholt James Eric Senior VP and CFO D - M-Exempt Restricted Stock Units 180 71.16
2022-05-31 MEYERCORD WADE F D - G-Gift Common Stock 4200 72.65
2022-05-23 CHAPMAN MATTHEW W D - S-Sale Common Stock 1000 66.655
2022-05-23 LITTLE MITCHELL R Senior VP, WW Client Engagemnt D - S-Sale Common Stock 3674 66.655
2022-05-23 Bjornholt James Eric Senior VP and CFO D - S-Sale Common Stock 2326 66.655
2022-05-19 LITTLE MITCHELL R Senior VP, WW Client Engagemnt D - S-Sale Common Stock 1970 66.2901
2022-05-15 LITTLE MITCHELL R Senior VP, WW Client Engagemnt D - F-InKind Common Stock 1062 65.93
2022-05-15 LITTLE MITCHELL R Senior VP, WW Client Engagemnt D - M-Exempt Restricted Stock Units 272 0
2022-05-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - M-Exempt Common Stock 2002 65.93
2022-05-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - M-Exempt Common Stock 230 65.93
2022-05-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - F-InKind Common Stock 66 65.93
2022-05-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - F-InKind Common Stock 573 65.93
2022-05-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU A - M-Exempt Common Stock 3932 65.93
2022-05-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - F-InKind Common Stock 1126 65.93
2022-05-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - M-Exempt Restricted Stock Units 2002 65.93
2022-05-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - M-Exempt Restricted Stock Units 230 65.93
2022-05-15 SIMONCIC RICHARD J Senior VP, Analog/Intrfce BU D - M-Exempt Restricted Stock Units 230 0
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2022-05-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 13274 65.93
2022-05-15 SANGHI STEVE Executive Chair A - M-Exempt Common Stock 24838 65.93
2022-05-15 SANGHI STEVE Executive Chair D - M-Exempt Restricted Stock Units 13274 65.93
2022-05-15 SANGHI STEVE Executive Chair D - M-Exempt Restricted Stock Units 660 0
2022-05-15 SANGHI STEVE Executive Chair D - M-Exempt Restricted Stock Units 660 65.93
2022-05-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 6342 65.93
2022-05-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 11868 65.93
2022-05-15 MOORTHY GANESH President & CEO A - M-Exempt Common Stock 382 65.93
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2022-05-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 2724 65.93
2022-05-15 MOORTHY GANESH President & CEO D - F-InKind Common Stock 5098 65.93
2022-05-15 MOORTHY GANESH President & CEO D - M-Exempt Restricted Stock Units 6342 65.93
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Transcripts
Operator:
Greetings and welcome to the Microchip Q4 of Fiscal Year 2024 Financial Results Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Eric Bjornholt, Senior Vice President and CFO. Thank you, Eric. You may begin.
Eric Bjornholt:
Thank you and good afternoon everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events and results may differ materially. We refer you to our press release as of today, as well as our recent filings with the SEC, that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Ganesh Moorthy, Microchip’s President and CEO; Steve Sanghi, Microchip’s Executive Chair; Rich Simoncic, Microchip’s COO, and Sajid Daudi, Microchip’s Head of Investor Relations. I will comment on our fourth quarter and full fiscal year 2024 financial performance. Ganesh will then provide commentary on our results and discuss the current business environment as well as our guidance and Steve will provide an update on our cash return strategy. We will then be available to respond to specific investor and analyst questions. We are including information in our press release in this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the investor relations page of our website at www.microchip.com and included reconciliation information in our earnings press release, which we believe you will find useful when comparing our GAAP and non-GAAP results. We have also posted a summary of our outstanding debt and our leverage metrics on our website. I will now go through some of the operating results including net sales, gross margin, and operating expenses. Other than net sales, I will be referring to these results on a non-GAAP basis which is based on expenses, prior to the effects of our acquisition activities, share-based compensation, and certain other adjustments as described in our earnings press release and in the reconciliations on our website. Net sales in the March quarter were $1.326 billion, which was down 24.9% sequentially. We have posted a summary of our net sales by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were 60.3%, including capacity under utilization charges of $32 million. Operating expenses were at 27.4%, and operating income was 32.9%. Although our operating income was better than the midpoint of our guidance, our cash taxes came in higher than forecasted. Non-GAAP net income was $310.3 million and non-GAAP earnings per diluted share was $0.57 and at the midpoint of our guidance. On a GAAP basis in the March quarter, gross margins were 59.6%. Total operating expenses were $536.4 million and included acquisition and tangible amortization of $151.2 million, special income of $16.9 million, which was primarily driven by the settlement of an unclaimed property audit at a value that was less than what we had accrued for. Share-based compensation of $37.4 million and $1.1 million of other expenses. GAAP net income was $154.7 million resulting in $0.28 in diluted earnings per share. For fiscal year 2024, net sales were $7.634 billion and were down 9.5% from net sales in fiscal year 2023. On a non-GAAP basis, gross margins were 65.8%, operating expenses were 22% of sales, and operating income was 43.9% of sales. Non-GAAP net income was $2.698 billion, and EPS was $4.92 per diluted share. On a GAAP basis, gross margins were 65.4%, operating expenses were 31.8% of sales, and operating income was 33.7% of sales. Net income was $1.907 billion and EPS was $3.48 per diluted share. Our non-GAAP cash tax rate was 18.8% in the March quarter and 14.5% for fiscal year 2024. Our non-GAAP tax rate for fiscal year 2025 is expected to be about 13%, which is exclusive of the transition tax and any tax audit settlements related to taxes accrued in prior fiscal years. We are still hopeful that the tax rules requiring companies to capitalize R&D expenses will be pushed out or repealed. If this were to happen, we would anticipate about a 200 basis point favorable adjustment to Microchip’s non-GAAP tax rate in future periods. Our inventory balance at March 31st, 2024 was $1.316 billion. We had 224 days of inventory at the end of the March quarter, which was up 39 days from the prior quarter's level and in-line with our expectation, giving the difficult revenue quarter we experienced. At the midpoint of our June 2024 quarter guidance, we would expect inventory dollars to be up modestly and days of inventory to increase based on the lower cost of goods sold, driven by the depressed revenue levels at which we believe is the low point of the current cycle for Microchip. We also continue to invest in building inventory for long-lived, high-margin products whose manufacturing capacity is being end-of-life by our supply chain partners, and these last time buys represented 14 days of inventory at the end of March. Inventory at our distributors -- in the March quarter were at 41 days, which was up 4 days from the prior quarter's level. Distribution took down their inventory in the March quarter as distribution sell-through was about $125 million higher than distribution sell-in. The inventory days increased as this is reflective of the much lower cost of sales for Microchip in the March quarter that is used in this calculation. Our cash flow from operating activities was $430 million in the March quarter. Our adjusted pre-cash flow was $389.9 million in the March quarter. As of March 31, our consolidated cash and total investment position was $319.7 million. Our total debt increased by $312 million in the March quarter, and our net debt increased by $273.3 million. Our adjusted EBITDA in the March quarter was $503 million and 37.9% of sales. Our trailing 12-month adjusted EBITDA was $3.623 billion, and our net debt adjusted EBITDA was 1.57 at March 31, 2024, up from 1.45 at March 31, 2023. Capital expenditures were $40.1 million in the March quarter and $285.1 million for fiscal year 2024. Our expectation for capital expenditures for fiscal year 2025 is about $175 million. Depreciation expense in the March quarter was $45.8 million. I will now turn it over to Ganesh to give his comments on the performance of the business in the March quarter, as well as our guidance for the June quarter. Ganesh?
Ganesh Moorthy :
Thank you, Eric, and good afternoon, everyone. Our March quarter results were consistent with our guidance with net sales down 24.9% sequentially and down 40.6% from the year ago quarter. As we endured through a major inventory correction. Non-GAAP gross margin came in as expected at 60.3% and non-GAAP operating margin was better than expected at 32.9% due to the strong expense control programs we had in place. However, as Eric mentioned, our tax rate was higher than expected and as a result our consolidated non-GAAP diluted EPS only met expectations at $0.57 per share. Our revenue decline resulted in March quarter EBITDA dropping and as a result our net leverage ratio rose to 1.57x. We expect our net leverage to rise modestly for a few quarters, as trailing 12-month adjusted EBITDA drops when replacing stronger prior year quarters, with weaker current year quarters. However, our cash generation capability remains strong and we are committed to our capital return plan. Our capital return to shareholders in the June quarter will increase to 87.5% of our March quarter adjusted free cash flow as we continue on our path to return 100% of our adjusted free cash flow to shareholders by the March quarter of calendar year 2025. Reflecting on our fiscal year 2024 results, it was a roller coaster year with a positive start that was followed by a major inventory correction. As compared to fiscal year 2023, revenue declined 9.5% to $7.6 billion. Non-GAAP operating margin was resilient at 43.9% as we took the actions required to respond to the major inventory correction. Capital return to shareholders through a combination of dividends and share buybacks in fiscal 2024 was $1.89 billion, representing a 15.4% growth as compared to fiscal year 2023. My thanks to our worldwide team for their support, hard work, and diligence as we navigate a difficult environment and focus on actions that we believe position us well to thrive in the long-term. Taking a look at our fiscal year 2024 net sales from a product line perspective, our mixed-signal microcontroller net sales were down 10.2% and represented 56% of Microchip's overall revenue. Our analog net sales were down 15.2% and represented 26.4% of Microchip's overall revenue. While we don't normally break out our FPGA product line results, it is noteworthy that our fiscal year 2024 FPGA revenue exceeded $679 million and set another record. FPGA revenue grew over 22% as compared to fiscal 2023 and delivered operating margins of a north of corporate average. We deliver market-leading mid-range FPGA solutions with best-in-class low power, reliability, and security, and are especially well-suited for the fast emerging opportunities around artificial intelligence at the edge. Our overall FPGA design win momentum is strong across multiple end markets. A few other product line notes of significance. Early in April, we closed our acquisition of Seoul Korea-based VSI, an ADAS and Digital Cockpit Connectivity Pioneer, to extend our Automotive Networking Market leadership. This acquisition adds Automotive SerDes Alliance Motion Link technology, otherwise known as ASA-ML, to Microchip's broad Ethernet and PCIe automotive networking portfolio to enable next generation software defined vehicles. With the anticipated increase in the adoption of advanced camera-based driver assistance systems, in-cabin monitoring, safety and convenience features, and multi-screen digital cockpits for next-generation software-defined vehicles, there is a growing requirement for more highly asymmetric raw data and video links and higher bandwidths, which the ASA Motion Link Open Standard supports. Also last month, we closed our acquisition of Neuronix AI Labs, whose innovative software technology enhances AI-enabled intelligent edge solutions and increases neural networking capabilities. This technology expands our capabilities for power-efficient AI-enabled edge solutions deployed on FPGAs. Neuronix AI Labs provides neural network sparsity optimization technology that enables the reduction in power, size, and calculation for tasks such as image classification, object detection, and semantic segmentation while maintaining high accuracy. Finally, in July, we expect to announce our entry into the 64-bit embedded microprocessor market with a suite of products, development tools, and other support requirements to address high-performance embedded processing applications, including AI-enabled edge solutions. This will extend our strong 32-bit embedded microprocessor portfolio to higher performance and increased capabilities, while preserving Microchip's historically strong ecosystem of leading development tools to make adoption easy for embedded system design engineers. Microchip is the only company to offer the widest embedded control and processing platform from 8-bit to 64-bit, as well as FPGAs, with a common development tool ecosystem that's empowering customers to innovate and reuse their work across a wide spectrum of markets and applications. Now for some color on the March quarter and the general business environment. All regions of the world and most of our end-markets, with the exception of aerospace and defense and the artificial intelligence subset of data centers were weak. We believe that our product shipments were significantly lower than the end-market consumption of our products as our distribution channels drained inventory during the quarter. Our broad base of customers continued to lower their inventory and adjust their business plans in the midst of a weak macro environment and an uncertain outlook. With no major supply constraints, coupled with very short lead times and a weak macro environment, we believe that as inventory destocking, as well as reduction in target inventory levels that is underway at multiple levels, that our direct customers and distributors buy from us, our indirect customers who buy through our distributors, and in some cases our customers' customers. We are however, also seeing early signs of green shoots in our business. First, the level of requests to cancellations and push-outs has started to subside. Second, our bookings have started to pick up, albeit from low levels. February bookings were the highest in eight months. March bookings were the highest in all of fiscal 2024, and April bookings were higher than March. Third, the new bookings are aging over a shorter period of time. And fourth, the number of expedites and shipment pull-in requests are growing. Collectively, these green shoots, we believe, are pointing to the formation of a bottom. Our average lead times continue to be eight weeks or less. During a period of business uncertainty, we believe short lead times are the best way to help customers navigate the environment successfully and improve the quality of backlog placed with us. However, the significant reduction in lead time is also resulting in reduced near-term visibility for our business. Given the severity of the inventory correction, our factories around the world are running at lower utilization rates. And our pre-major fabs will take another two-week shutdown in the June quarter in order to help control the growth of inventory. Our internal capacity expansion actions remain paused. We expect our capital investments in fiscal year 2025 will be low, even as we prepare for the long-term growth of our business. On the CHIPS Act front, we have nothing new to report. The CHIPS office has completed their diligence for the grants we are seeking, and we are working towards an agreement. At this stage of a major inventory correction, we believe that the days of inventory metric, whether for Microchip or for our distributors, can be deceptive, as this is a backward-looking indicator measuring off of the baseline that is well below where we believe end-market consumption is at. For inventory planning, we are, therefore focused on where we believe consumption is running and will likely run in the coming quarters. We continue to work with our distribution partners to attempt to find the right balance of inventory required to serve their customers, manage through their cash flow requirements and be positioned for the eventual strengthening of business conditions. The operating expense reduction efforts we implemented last quarter, including broad-based salary sacrifices are continuous this quarter. The shutdown for manufacturing team members and pay cuts for non-manufacturing team members are consistent with our long-standing culture of shared sacrifices and down cycles and shared rewards and up cycles. Our culture of shared sacrifice protects our valuable employees from layoffs, helps enable us to support customers and maintain our design win momentum, helps ensure that manufacturing capacity can be turned on quickly as business conditions strengthen and helps enable our product development teams to maintain their pace of new solution introductions. Now let's get into the guidance for the June quarter. While we see a number of green shoots in our business indicators, we still need turns orders within the quarter to meet our guidance. Operating in a high turns environment has historically been normal for Microchip. It is just not a position we have found ourselves in over the last few years due to supply-constrained high backlog environment, we and the industry experience. Taking all the factors we have discussed on the call today into consideration, we expect our net sales for the June quarter to be between $1.22 billion and $1.26 billion. We believe that the June 2024 quarter marks the bottom of the cycle for Microchip and that our business will return to sequential revenue growth in the September 2024 quarter. We expect our non-GAAP gross margin to be between 59% and 61% of sales. We expect non-GAAP operating expenses to be between 28.25% and 28.75% of sales. We expect non-GAAP operating profit to be between 30.25% and 32.75% of sales, and we expect our non-GAAP diluted earnings per share to be between $0.48 and $0.56. We believe that the fundamental characteristics of growth, profitability and cash generation of our business remain intact. We are confident that our solutions remain the engine of innovation for the applications and end markets we serve. Our focus on total system solutions and key market megatrends continue to fuel strong design win momentum, which we expect will drive above-market long-term growth. We remain committed to executing our Microchip 3.0 strategic imperatives, which we believe will deliver sustained results and substantial shareholder value. Last but not least a month ago, we appointed Rich Simoncic as Chief Operating Officer. Rich is a Microchip Lifer who has been with us for 35 years in many different capacities, which has been expanding his role over the last few years, and he and I will jointly lead the Microchip global enterprise so that we can apply our combined leadership capacity to engage the opportunities and challenges that are ahead of us. With that, let me pass it back on to Steve to talk more about our cash return to shareholders. Steve?
Steve Sanghi:
Thank you, Ganesh, and good afternoon, everyone. I would like to provide you with a further update on our cash return strategy. The Board of Directors approved an increase in the dividend of 18% from the year ago quarter to a record [$0.452] (ph) per share. During the last quarter, we purchased a record $387.4 million of our stock in the open-market. We also paid out a record $242.5 million in dividends. Thus, the total cash return was a record $629.9 million. This amount was 82.5% of our actual adjusted free cash flow of $763.4 million during the December 2023 quarter. Our net leverage at the end of March 2024 was 1.57 times. Ever since we achieved an investment-grade rating for our debt in November 2021 and pivoted to increasing our capital return to shareholders, we have returned a total of $4.23 billion to shareholders through March 31, 2024, by a combination of dividends and share buybacks. During this period, our share buyback in the open market was approximately 30.4 million shares, representing approximately 5.7% of our shares outstanding. In the current June quarter, we will use the adjusted free cash flow level from the March quarter to target the amount of cash returned to shareholders. The adjusted free cash flow excludes amounts we collected from our customers for long-term supply assurance payments, these payments are refundable when purchase commitments are fulfilled. Our adjusted free cash flow for the March quarter was $389.9 million, so our target return to shareholders would be 87.5% or $341.2 million of that amount. However, as Ganesh mentioned, we did complete two small acquisitions in this June quarter. So we are reducing our share buyback amount to reflect the cash outlay for those deals. Thus, in the June quarter, our cash return to shareholders is expected to be $315.3 million, out of which dividends are expected to be approximately $243 million and our expected stock buyback will be approximately $72.3 million. Going forward, we plan to continue to increase our adjusted free cash flow to return to shareholders by 500 basis points every quarter until we reach 100% of adjusted free cash flow returned to shareholders through dividends and share buybacks. They will take three more quarters, and we expect that dividends over time will represent approximately 50% of our cash returns. With that, operator will you please poll for questions.
Operator:
Thank you. Now we’ll be conducting a question-and-answer session. [Operator Instructions] Our first question is from Vivek Arya with Bank of America Securities. Please proceed with your question.
Vivek Arya:
Thanks for taking my question. Ganesh, you were suggesting June to be the bottom-line for September to grow sequentially because of green shoots. But to be fair, green shoots are suggested on the last call also. So what's the difference between the last call and this call and if you could help us maybe quantify what has been maybe the base of bookings increase year-on-year or quarter-on-quarter so far, so we can get sense for a base of recovery into September, and then maybe if I could also ask Eric on a related note is, 60% also the trough for gross margin, if June is the bottom, does it also mean 60% is the trough for gross margins? Thank you.
Ganesh Moorthy:
Great. Thank you, Vivek. I don't think we mentioned green shoots at the last earnings call, but we did say that one of our banking sessions that we were at. And that was the first time we began to see it was in the March time frame. And the momentum is picking up, right as we go through March and April and May. I mentioned what the bookings we are doing on a relative basis over that time. We can see how many more people are asking for pull-ins and expedites and all of that. So it's a qualitative view looking at how we integrate the last two or three months of where momentum is coming in, where the customer feedback is coming in that reflects our view that the June quarter is the bottom and September quarter is growth.
Eric Bjornholt:
And then the follow-up question for me on that was on gross margin. And would I expect if June is the trough in revenue if gross margin would bottom-out. And I believe that to be the case. I mean, obviously, we haven't given guidance yet, and there's factors that apply to that, that we don't know yet in terms of product mix and where we'll be running our factories. But I think that we are bouncing along the bottom on gross margin.
Vivek Arya:
Great. Thank you.
Ganesh Moorthy:
Thank you.
Operator:
Our next question is from Chris Caso with Wolfe Research. Please proceed with your question.
Chris Caso:
Yes, thank you. Good afternoon. I guess the question is if there's any difference that you are seeing from any of the different end-markets? I mean, you talked about some of the booking stabilization improvement that you've seen. How would you characterize that among the different end markets?
Ganesh Moorthy:
I don't -- on the stabilization, I can't really point to a particular end market or doing better or not. I said in the aggregate, aerospace and defense and the AI segment of data center are both doing well. And so that part is pulling it up. On the others, there can be some industrial customers, who are still seeing weakness, others who are beginning to see the bottom and trying to come back in with rush orders that goes into the other end markets as well. So no particular end market trend that is distinguishable on the bottoming out of where their inventories are.
Chris Caso:
Thanks. As a follow-up, Eric you talked about perhaps if still things go well, June the trough and then June is likely the bottom for gross margins as well. As you go forward, as we pull our way out of this, what do you think would be the trajectory of gross margins? And I guess I asked that taking consideration the fact that your internal inventory is still high. So how would we think about gross margins in the context of recovery as you have to bring your own inventories down to normal?
Eric Bjornholt:
So it does depend on the revenue trajectory and then how we would run our factories to respond to that. And so it's not a question that I can 100% answer today. But our cost structures are still in good shape. Average selling prices are absolutely hanging in there. So with that, we have confidence in our long-term model and our ability to get back there, but the trajectory and how we get there is going to very much be revenue dependent, which will drive certain actions to increase output from our factories. So I know that's not specifically answering your question, but I think that's the best we can do right now.
Chris Caso:
Okay, fair enough. Thank you.
Operator:
Our next question is from Harlan Sur with JPMorgan. Please proceed with your question.
Harlan Sur:
Good afternoon. Thanks for taking my question. Can you just talk about channel sell-through dynamics from your global distributors? In March, you mentioned sell-through $125 million higher versus sell-in. Is that a similar delta here in the June quarter? And if excess inventories at end customer of distributors are coming down, I would assume that distribution sell-through is starting to grow. Are you seeing that this quarter? And is this maybe what's also giving you confidence that June is the bottom?
Ganesh Moorthy:
So Harlan, thanks for the question. The level of inventory that is past what our distributors had that has been with our customers is not always visible to us. I think we can get some sense of that from what the distribution sell-through is. But there is also a second factor, which is some of those customers are also reducing the months of inventory they want to carry. So it's a multipronged answer to it. But what we can see is that distribution is part of the placing of additional orders on us. So they are seeing how they are managing their end customers, their inventory and placing incremental orders on us. So that must have some relevance to how they're viewing things, but I don't have a definitive answer on where sell-through is going to end up versus sell-in here in the June quarter, at least not at this time.
Harlan Sur:
Thank you for that. And then just a quick follow-up. So direct customer shipments were almost 30% -- were down almost 30% sequentially, while [these shipments were] (ph) only down 20% sequentially in March. Does that suggest that excess inventories are maybe a bit more pronounced at your direct customers? And if your lead times are sub-eight weeks, you guys only have visibility through the end of this quarter. So what gives the Microchip team confidence that shipments to direct customers post June will be growing sequentially as you aren't looking beyond that and you don't really have visibility into their sell-through dynamics?
Ganesh Moorthy:
So we know and customers are placing backlog into the September quarter, into the December quarter. So there's not a single answer that everybody is following. And we can see that as the bookings are rising, they are placing them into the next three months to six months on a more predominant basis. So that level of where the momentum is coming in or how backlog is coming in is what gives us a sense of where the bottom is and how things are going to be as we into the September and December quarters.
Harlan Sur:
Thanks Ganesh.
Ganesh Moorthy:
Thank you.
Operator:
Thank you. Our next question is from Gary Mobley with Wells Fargo. Please proceed with your question.
Gary Mobley:
Hi guys. Thanks very much for taking my question. I know you guys communicated that you held the OpEx lower than expected. And I think it's today, what -- $355 million on a non-GAAP basis. My question is, how long can you hold that down? And is there any claw-back provisions for the lost wages during this temporary salary cut? And I'm just trying to get a sense of how we should think about the OpEx increasing as revenue increase?
Eric Bjornholt:
I'll start with the response and Ganesh can add to it if he wants to. So there is not a clawback in terms of what we're doing from a salary sacrifice for our employees. We have the shared sacrifice share reward program. And in the past, when we have implemented something like this that has worked out well for our employees that we keep everybody working on the things that are important to drive the revenue growth as the cycle turns upward and we've gained market share through that. And so we've had great financial results coming out of it and then been able to share those rewards with employees through higher bonuses and taking away the pay cuts at the appropriate time. So we are going to have to see how this plays out from a top-line revenue perspective. It would be my perspective that we will achieve the same types of results this go around with the actions that we've taken, but there's no promise to employees that they're going to get this money back. There's no retroactive claw-back that would be implemented.
Ganesh Moorthy:
This is a part of our culture that is not always as easily appreciable from an investor community. We have 98% of employees around the world that are participating in this voluntary. We have another 700 employees who have volunteered for a higher salary reduction than what we have requested from them. It's very difficult to quantify how powerful culture plays a role in these type of difficult situations and how much that the employees that are part of the solution. And of course, they are part of the shared rewards that come up as we get into better times as well. So this is very much of a program that has worked many times in the past and is another time we're applying it, and we expect it to be successful.
Eric Bjornholt:
I think the other thing that I'd add is we know this is difficult for employees. The inflation still exists, and this is a challenge for employees. So it is not that we want to keep these in place. But at the time, with where we're guiding revenue for the current quarter of revenue and earnings it's appropriate. And we hope that we can restore these things back to normal salary levels as soon as possible.
Gary Mobley:
Thank you for that color. This is my follow-up, I wanted to perhaps strike a more positive chord and ask about design win metrics for the fiscal year. I don’t know if you have those stats on handy with you, but maybe if you can just give us some qualitative or quantitative measure of the lifetime value of the design wins.
Ganesh Moorthy:
So we don't usually break that out and we have slightly different ways in which we look at this. What we do constantly look at is how is the design pipeline progressing. And in the course of 2023 in addition to all the work that we did, we also saw customers shifting their priorities from doing triage for some of the shortages that they were running into bringing back the innovation program that they had put on hold. And so if you put all of that together, the design win pipeline is strong. There’s a lot more design in activity in the last 12 months than there was in the prior 12 months, just simply because customer bandwidth was there to be able to run the development program that they were progressing with.
Gary Mobley :
Thanks Ganesh.
Ganesh Moorthy :
Thank you.
Operator:
Our next question is from Carlos Coronado with UBS. Please proceed with your question.
Timothy Arcuri:
Hi, it's Tim on. So Ganesh, can you give us a sense of book-to-bill. It sounds like it was below one for March, but I just wanted to confirm that. And I know that you did say that orders are getting better month by month. But is the message that you think book-to-bill could be above one for the June quarter. So I'm just wondering if you can talk to book-to-bill? Thanks.
Ganesh Moorthy:
So book-to-bill was below 1. However, book-to-bill has never been an indicator for us of where the business is going as much as an indicator of where our lead times are. During the 2021, 2022 shortages, we had book-to-bill in many, many multiples of where they were at, reflecting the long lead times. Right now with short lead times that we have, we expect book-to-bill will be lower. But the bookings are rising, and I can't quite tell what May and June are going to complete. So I don't have a thing – but I -- we don't really look at book-to-bill as necessarily an indicator of where the growth is going to be. It's more a reflection of as lead times get short, people replace the booking consistent with the shorter lead times.
Timothy Arcuri:
Got it. Okay. And then, Eric, one for you. So inventory was a little higher coming out of March then -- and I think some of us thought it would be. Can you talk about loadings in the factory and sort of how you're thinking about loadings into June? Are you just kind of drawing the line understand where you plan to bring down inventory on the balance sheet in June? And yes, just kind of talk about that and its impact on gross margin. Thanks.
Eric Bjornholt:
Yes. So I'm honestly not quite sure where The Street had us modeled. We had talked about in our last conference call that inventory days are expected to be between about 225 to 230 days at the midpoint. We came in at 224. So I think we kind of deliver on what we told The Street we were going to do. In terms of utilization in the current quarter, we have been having some attrition in our factories. And because of that, we can start less wafers on a monthly basis than we can because we have a fewer number of employees. But it's -- in the big picture of things relatively modest. I don't think utilization will be significantly different than it was in the March quarter, maybe just modestly lower.
Timothy Arcuri:
Well, thank you Eric. Thank you.
Eric Bjornholt :
Thank you.
Operator:
Our next question is from Tore Svanberg with Stifel. Please proceed with your question.
Tore Svanberg:
Yes, thank you. Let me move on from cyclical questions. And I have a question on 64-bit microcontrollers. You also had an AI acquisition in the quarter. Just trying to understand, Ganesh, your conversations with customers, we hear AI at the edge a lot, but it's hard for us to get true visibility on that. So -- when will Edge AI become a much more meaningful part of your revenues, what you think?
Ganesh Moorthy:
Our target markets for Edge AI predominantly in industrial, smaller extent, automotive, some in medical. The medical segment of industrial factory automation, all that. So they are designs in progress and they've been taking place over the last six months to 12 months. They probably will just state over 24 to 30 months of time. So it's in that time. There's some of it small amounts that are already taking place, but I think it becomes a more and more meaningful part as time goes on. And each of these either product line announcement or some of the acquisitions, which give us specific technologies, just accelerate where those designs can go and how our solutions can be differentiated from others providing similar solutions.
Tore Svanberg:
Great. And as my follow-up, you said that you're basically shipping below consumption. You're about $1 billion from your trough. Obviously, you're running inventory at a certain level. So you must have some idea where the consumption is. Is that a number you could share with us?
Ganesh Moorthy:
Not with any level of precision. I think any form of a take a four quarter revenue divided by 4 starts to get you into the ballpark. But even that is unclear, right? So I think that number will get clearer as people begin to book and buy at a level that they need to, excluding any quote just to get back to consumption. But there's not an easy way to make that number determinable. It's clearly between where our peak a year ago was in the June quarter to where you're seeing the guidance for this quarter.
Tore Svanberg:
That’s helpful. Thank you.
Ganesh Moorthy:
Thank you.
Operator:
Thank you. Our next question is from Toshiya Hari with Goldman Sachs. Please proceed with your question.
Toshiya Hari:
Hi good afternoon. Thank you so much for taking the questions. I had two quick ones. First, on inventory, maybe for Eric. So how should we think about inventory management through cycle or longer term? I know you've got strategic inventory. I know you want to better service your customers on the way up. But when you think 12 months out, 18 months out, whether be in dollars or days, what are you managing the business to? And then quick follow-up on pricing. I think you mentioned that in the near term, pricing is holding up. But as you think about calendar '25, I think some of your peers have talked about pricing trends potentially reverting to pre-pandemic patterns down, call it, low singles. Is that a view that you would agree with or share? Or do you feel or think differently on pricing? Thank you.
Eric Bjornholt:
Okay. All right. So on inventory days, longer term, our model is -- and this really hasn't changed from what we shared back in our Analyst and Investor Day that we're targeting 130 to 150 days. Now we're a long ways from that today, and I'm not going to put a time horizon on when we will get there, but that's still the goal, right? We think with that level in a more normalized environment, we can have short lead times and support our customers appropriately with that level. So I'll turn the pricing question over to Ganesh.
Ganesh Moorthy:
And I would add one more thing, which is we also have these last time buys that we put into place on very high gross margin product lines, and those will be additive and they are situational depending on when we're faced with that kind of situation. On the pricing itself, our pricing is predominantly a function of what we have to compete with at the point of design. And so in the near term, pricing is really driven by where designs were historically what we won them at. And a lot of these are products going into applications. that have long life cycles and they don't really change, unlikely consumer electronics or other end markets, they don't really every 9, 12 months change things out. We have products that have been in designs for five, seven, nine, 10 years in many cases as well. We are being competitive on new designs with pricing where we need to be, but we also have new products that we compete with. And so the most competitive new products are what we use to go fight in the most price-sensitive new design applications. And that's been historically how spend is not something new. And if we go back and look at 20 years of Microchip, that's how we've done it. And we have a lot of business that continues, that will be existing business at existing prices for a long, long time to come. And then we'll have new business at new pricing. And that new pricing, we expect will have good gross margins as time goes on.
Toshiya Hari:
Great. Thank you.
Operator:
Thank you. Our next question is from Joshua Buchalter with TD Cowen. Please proceed with your question.
Joshua Buchalter:
Hi guys. Thank you for taking my questions. I guess to start, maybe I can follow up on the previous one. You mentioned pricing hanging in overall, but competing more on new design wins. Have those -- are you observing those new design wins becoming any more price sensitive or more price competitive as the shortages have eased and we've entered this correction mode? Or sort of still normal operating and competitive conditions? Thank you.
Ganesh Moorthy:
New designs have always been highly competitive. It's where people are trying to work on winning platforms with multiyear implications. So it is in the couple of years of constraints, there were fewer new platforms, new designs that customers are doing. But in the sense of having to be competitive and the competitive intensity for new designs, yes, it is different from the last two years or three years, but it is consistent with what it has been over 20 years before that.
Joshua Buchalter:
That's clear. Thank you. I appreciate the color there. And then for my follow-up, the CapEx guidance is obviously down meaningfully off of what was likely a peak two years ago. Could you maybe just speak to your confidence in having enough capacity both internally and perhaps more importantly, investment from your foundry partners at the process geometries that you ship your products on? Thank you.
Ganesh Moorthy:
Yes. So when we say -- it's a plan that we look at consistently, both short, medium and long term. We feel very confident with the internal capacity, both what is installed and underutilized, what is available and ready to go and then eventually what we might add to it. And then we work with our partners, both the foundries as well as the OSATs on their capacity planning across the horizon that they have. We're obviously a small piece of a much bigger pie there that they're running. But we don't have any particular capacity constraints that we're concerned about. It may change as demand begins to come back, and if in fact, there is a much sharper rise as some people are predicting. But for the moment, we're quite confident both in our internal, as well as our partner capacity for the business we're running.
Joshua Buchalter:
Thank you.
Operator:
[Operator Instructions] Our next question is from Chris Danely with Citibank. Please proceed with your question.
Chris Danely:
Hi, thanks guys. So now that we're yet another quarter into the correction and hopefully coming out of it, if we look at your total drop in terms of revenue, it is probably going to be like 45%, something like that. And that's worse than most of your competitors. So I guess, why do you think that is? Do you think that the PSP program encouraged a little double ordering? Is there some geographic or something else going on? Just looking for some for your take on why that's happened?
Ganesh Moorthy:
No, great question, Chris. When you look at peak to trough, it’s always a question of when does it start? And when does it bottom out, right? You've seen one of our peer group companies that try to do a peak to trough in one quarter. And you could say, boy, that was one way to do it. Our objective has always been to try to respond as the business is changing. And so we've had different end markets responding at different times. We had a lot of automotive and industrial. They were later in the cycle. And our mix is higher in some of those markets as well. And in this case, the downturn is substantially deeper than what anybody had expected on that. And that's probably a component of PSP that may have amplified some of those things, et cetera. But a lot of it has to do with we started later, and we are correcting stronger. And the end markets that we are predominantly represented in were the ones with the later in the cycle correction than perhaps those that are more consumer or phone or PC, that kind of exposure.
Chris Danely:
Got it. Thanks Ganesh.
Ganesh Moorthy:
You’re welcome.
Operator:
Thank you. Our next question is from Vijay Rakesh with Mizuho Securities. Please proceed with your question.
Vijay Rakesh:
Yeah. Just a quick question on the competitive landscape, I guess, especially as you look at kind of China supply. Is there any worry around them being aggressive on the microcontroller supply coming out from there? What are you seeing in those trends?
Ganesh Moorthy:
China has always been a competitor in many of the spaces that we're in. Their approach is a little bit different. They have a lot of their attention going into things that can be faster to market quicker. And those tend to take them into places like consumer electronics and the other areas that are faster designed in cycle, a lot of the power supplies for cell phones and those kind of things. Clearly, they are also making products that can go into other end applications. And that’s a competitive environment that is not different today. You could argue perhaps that there's a lot of attendant priority that they have. But we win with new products, we win with competitive solutions that we have. And we win by providing the customer with a solution that is better than what they can get otherwise. And that remains the way in which we've gone to market, and we'll continue to fight for new business in China and anywhere else.
Vijay Rakesh:
Got it. And then as you look at the utilization, I don't know if you give a hard number there. But how do you see that playing out through the rest of the year? I know there's a lot of moving parts to that. But any way to look at what utilization looks like? I know you cut CapEx pretty significantly to so that should help.
Eric Bjornholt:
Yes. So we don't break out a specific utilization in total, we have -- it varies very much by factory. We have had some attrition in employee headcount, which I mentioned in response to an earlier question that just makes it as we go by the months and aren't rehiring that capacity utilization would come down modestly. So I'm not expecting a huge change from March to June, maybe just a little bit lower. And then obviously, actions depending on what our outlook is on revenue and inventory will drive what the rest of the year looks like as we gain a little bit more confidence in understanding where the business is heading over the coming months.
Vijay Rakesh:
Got it. Thanks.
Operator:
Thank you. Our next question is from William Stein with Truist Securities. Please proceed with your question.
William Stein:
Great. It was interesting to see a couple of tuck-in acquisitions this quarter. I'm wondering if you could talk about the relative focus of that approach to capital deployment or, let's say, product development going forward relative to internal development?
Ganesh Moorthy:
So we have an internal development that works on the model that we have provided, which over the long term is the 68% gross margin, 23% operating expense, 45% operating margin. That allows for the prioritization of our internal activities and where we want to apply it for different opportunities that we have in front of us. From time-to-time, we find our external opportunities where the speed at which we could do something or the time that it would involve in trying to get to a solution can be a lot longer if we were to do it just organically. And there, we have applied these tuck-in acquisitions as a way to speed up what we're able to do, consistent with the direction that we are interested in or have been following for a while. And we've done about six or eight of them now in the last four or five years of time ever since. Microsemi was the last major public acquisition we did. We've done about six to eight smaller ones since then. And it always to speed up our agenda with a very tactical and a pinpoint strike on what the acquisition can do for the areas that we're driving growth in. And we will do more of those, as we continue on as well. Let's say we've always been public. That's an essential part of our strategy.
William Stein:
As a follow-up, it does sound that while you anticipate revenue to grow in September, I would imagine the inventory burn isn't done at the end of June. I wonder if you can maybe help us understand when we should expect a situation where your revenue is approximately the same as in demand? In other words, when the inventory reductions will be mostly done? Do you think that's -- have I misread you and that actually does happen in June? Or do you think it is more like September or even further out? Thank you.
Eric Bjornholt:
So I will start with the response here. I mean I think the bottom-line is, well, with 125,000 customers, it is impossible to know when -- and all customers a majority of customers have kind of corrected in their inventory to what they think the right level is and that's somewhat a moving target as lead times adjust based on whatever point in the cycle that we're at. So we don't have a good answer to be able to answer your question there. We’ll obviously, give guidance for the next quarter, and we'll have more information that we can share at that time. But I think that from customers, this inventory correction is going to last beyond this quarter. I think that absolutely is the case.
Ganesh Moorthy:
Yes. I think many customers made their own mistakes on how they viewed their business, what they thought the prospects were. Many other customers were very thoughtful, continue to be strong players and where they're at. And as we gave you some indications of certain end markets where there is strength as well. So it's all over the place. And just as a preponderance of people who are done with their inventory correction and are now going back into buying for their consumption and/or into growth that they may be seeing. The weighted average begins to shift, and that's the weighted average that begins to shift in September.
William Stein:
Thank you.
Ganesh Moorthy:
Thank you.
Operator:
Our next question is from David O'Connor with BNP. Please proceed with your question.
David O'Connor:
Hi, thanks for taking my questions. Two from my side. Maybe firstly just on the green shoots, can you talk about them from a geographical perspective? Is it mainly China driven? And now you're seeing that continue in Europe and the US? Or how would you describe it geographically?
Ganesh Moorthy:
Yes. So the green shoots are not limited to any one geography, not limited to any one end market. it's really across all of them. And as I mentioned, you're going to have in a geography or in an end market, both customers with continued pain and other customers who are starting to look at how to get back into growth mode and what they're doing. So no specific end market or geography leading to the green shoots.
David O'Connor:
Okay. Got it. Thanks for that. And then maybe just on the acquisition, the Neuronix Labs acquisition. It seems like it helps you address the AGI market with your [MCUs] (ph), can you maybe talk about the kind of content tailwind for your MCUs for AGI that this can generate? Or how much of your MCU portfolio are customers looking to add AI content in the next-gen products to kind of run those AGI models? Can you give us any more color on that would be helpful. Thank you.
Ganesh Moorthy:
I don't know if there's a numerical way to give you that. I think -- that's all I said. I believe that embedded customers are thinking about how AI can be used in delivering better solutions than what they have in the past. No different from -- if you go back in the chronology from 20 years, 25 years ago, people added intelligence first because you could make a product better with intelligent add it, then further out in time, people added connectivity as a way to now make it even better than just adding intelligence and then they added security thing. And now finally, I think AI is the next leg of how people will add capability to the products to make them better. So it's a journey, and there's going to be many customers who don't need to do anything with AI. Others who are seeing the opportunity, and we'll take advantage of that in the next generation of their products. But I think, you should think of it as a continuum of customers. They're all looking to innovate. AI gives them another opportunity in their platforms to be able to innovate and provide better products than their previous generations.
David O'Connor:
That’s helpful. Thanks Ganesh.
Ganesh Moorthy :
Thank you.
Operator:
Thank you. Our next question is from Mark Lipacis with Evercore ISI. Please proceed with your question.
Mark Lipacis:
Thanks for taking my question. I think this is for Ganesh or Steve. I'm wondering what is the difference between the setup for Microchip's business over the next six months and the setup that you see at the bottom of every cycle? It seems like there's a lot of similarities, and I'm hoping you can tell me the difference. The similarities I see are -- there is some kind of demand shock or a big inventory build and then our customers and the supply chain downstream from them, recognize that, so they decide that they are going to supply themselves out of their own inventories, they cancel orders or they take orders down and then you don't get any visibilities. So you and your peers take your utilization rates down and sometimes do temporary fab shutdowns. And then your customers have an epiphany that they overcorrected on the downside and in three, four quarters from here everybody is taking their numbers up and everybody scrambled in to get components. So those are the similarities I see. What are the differences? And if you have a disagreement over those similarities, I'd love to hear that, too. Thank you.
Steve Sanghi:
Mark, I think you have answered your question. We couldn't say any better. You asked the question when you answered it, I think it's perfect.
Ganesh Moorthy:
Mark, I was going to welcome you back -- answer as well. And as you said, I think this is a cycle we've seen play out many times, and the elements that you answered or the elements that you proposed are there. I don't know if any differences in this one. Obviously, the length of the up cycle sometimes affects the depth of the down cycle. But other than that, the elements are very similar.
Mark Lipacis:
I was hoping you might say, well, the supply chain has learned or lessen over the last three years and recognize that you guys need to have visibility because there's a manufacturing cycle time. So is that -- is the supply chain not learned anything downstream from you? Is it -- we're just doing the same over and over again?
Ganesh Moorthy:
No. So yes, I had assumed that during the depth of the constraints with all the different discussions I was having with the senior executives at our customers that they would come out of this cycle with a better understanding of how semiconductor supply works and what they would need to be to be more strategic. But I have been surprised at how quickly people have forgotten and how quickly people have returned back to the way they used to think. Basically, they think semiconductors are like water in your tap. You turn on the tap and the water comes and you turn off the tap, and it goes away. And so I am of the belief that those lessons will have to be relearned again as we go through the cycle. And we'll see how the cycle goes. But no, there has not been any -- there are a few. But for the most part, those learnings have not carried forward.
Mark Lipacis:
So last is repeat off the bottom?
Steve Sanghi:
Yes. Mark, from time to time, some people have written or talked about industry has matured, and there will not be any cycles anymore. I think, all those predictions have been wrong. Industry has always been cyclic and will always be cyclic. I think our customers, our distributors, vendors, suppliers, they don't learn. And I think, people change new purchasing managers come in, new people come in. And as Ganesh described, the lessons I've forgotten very rapidly, leading just these cycles never going away. And this one was the most pronounced cycle, both on the upside and now we're seeing on the downside.
Eric Bjornholt:
Yes. I was just going to make the point is I view this as inventory correction on steroids, right? I mean we had not seen our lead times for the vast majority of our products go to 52 weeks before and then they contracted over a period of 12 months down to these very short lead times that we have today.
Mark Lipacis:
Very, helpful. Thanks everybody.
Eric Bjornholt:
Thank you Mark.
Operator:
Thank you. Our next question is from Joe Moore with Morgan Stanley. Please proceed with your question.
Joe Moore:
Great. Thank you. Can you give us some color on the FPGA business. And I wonder, it sounded like some pretty good growth relative to the peers for the fiscal year. Can you talk about the trajectory of that? Have you seen -- it's obviously been a tough patch for FPGAs as well. Has that looked similar to the rest of your business? Has there been an outperformance relative to that? And can you talk about your market share prospects going forward in there?
Ganesh Moorthy:
Sure. So our FPGA business has, in fact performed better than our other businesses. And in part, it's because our FPGA business has historically had a large aerospace and defense component and continues to. Now we have, over the last four, five years, been creating the new design opportunities for FPGA in the longer term to grow in industrial and automotive and the historical end market strengths that Microchip had before we got the FPGA business. And so this -- it is not immune to market forces and where things are going to go. But it has got a better end market mix than some of our other businesses and therefore, has performed better. And of course, we are picking up designs that in the long term that are falling off of Erstwhile, Xilinx and Erstwhile [Ultera] (ph), as they take focus away from the mid care over many years that they have done or end-of-lifeing products, right? Those are all creating opportunities for our FPGA business. And so I am very, very optimistic about prospects for our FPGA business.
Joe Moore:
Great. Thank you.
Operator:
Thank you. Our next question is from Christopher Rolland with Susquehanna. Please proceed with your question.
Christopher Rolland:
Hi guys. Thanks for the question. I guess, first of all, Ganesh, like in terms of this inventory, are there any products or markets that have surprised you either that they burn inventory and a normalized quicker than you expected or that this is going to take longer for these products or markets?
Ganesh Moorthy:
I think not so much my product, but I think if you look at specific customers, in many cases, even in the same market, right? So we can have an end market, say, industrial. And we have examples of certain customers who have burned through their inventory and they're back asking for new orders at expedited times. We also have other customers, same industry who are still burning through inventory and taking longer where it goes. So I think a lot depends on a customer, their market prospects, what did they do to create and grow their business and how well are they executing? And so that's really been the difference is that it's customer by customer, the stories are different.
Christopher Rolland:
Yes. Understood. And then if I'm hearing you correctly, you think June is the bottom. A lot of that is inventory based. I'd like an idea of how you're looking at the inventory position in September at your customers more generally? Do you think we can get back to seasonal trends in September and going forward? Or is there still this inventory drag overall?
Ganesh Moorthy:
No, I think there's going to be customers at different points in the correction cycle. Some will have corrected and moved on, others will still be correcting. So I think seasonality is perhaps one of the things which you need a level of normalcy for some period of time before you can say, okay. We now have all these variables that have been taken out. So I can't say we have seasonality in the September quarter. I can say that incrementally, on a weighted average basis, there are more customers who are going to be out of their inventory correction, but not that they're all done.
Christopher Rolland:
Great. Thank you Ganesh.
Operator:
Our next question is from Tore Svanberg with Stifel. Please proceed with your question. Please proceed with your question.
Tore Svanberg:
Yeah, thank you. Just one quick follow-up. Ganesh, you said that you still need quite a bit of turns this quarter. Just wondering what is the churn's requirement? And how does that compare with the previous cycle troughs? Thank you.
Eric Bjornholt:
So we are not going to break out the amount of turns that are required, but we do have turns and take to meet our guidance, and our guidance is obviously to have another down quarter. But lead times are short. We are getting these requests for pull-in. I don't have a good comparison to give you in terms of prior cycles. If this turns out to be the bottom for us, which we believe it will, we can probably give some commentary when we talk about our September guidance as we kind of hit and move through that bottom.
Ganesh Moorthy:
So one of the things which is more difficult to do is most people talk about turns in a normal environment where there isn't inventory out there. And it's harder to -- we can say, hey, the turns are x-percent from a historical basis. But when there is inventory, we know those turns aren't going to show up because people will burn though inventory before they begin to place it. And I think that's some of the hesitation we have and trying to provide some insight where we know there's a lot of uncertainty. What we have done is done the best of our assessment of what those are going to be, where they're going to be and build it into the guidance. And so I think that's the best way to think about it is that we have taken into account the risks that are present from inventory that would otherwise cause headwinds to turns in the quarter.
Tore Svanberg:
Very clear. Thank you.
Operator:
Thank you. Our next question is from Vivek Arya with Bank of America. Please proceed with your question.
Vivek Arya:
Hi, thanks for the quick follow-up. I just wanted to clarify what is the contribution of the acquisitions in the June quarter or in fiscal '25? And then, Ganesh, back to the September quarter, I think you did say that you expect it to grow. I understand that it's had to put a seasonal number on it. But based on what you have seen in prior downturns, just the fact that Microchip has gone down so much from peak to trough, should we also expect kind of sharper recovery back to when you do start recovering?
Ganesh Moorthy:
So to answer your first question, these are small tuck-in acquisitions. They're intended to accelerate our effort on design-ins and design-wins and all of that. So they don't have any revenue contribution in the June quarter or in the September quarter, for that matter. In terms of the revenue and what happens as the correction happens, yes. You should think that at some point, and I can't tell you is it in September or is it in December, you will see -- we will see a sharper recovery. That's how it has played itself out in many other cycles as well. And there are two stages to it. There's the first stage, which is just people needing to get back to -- they've burned through most of the inventory and they need to get back to at least buying to consumption. And then there is a second phase, which is what is the macro doing? And is the macro driving further growth for them above just what their flattened consumption line alone might tell us. And I think all of that, if you look forward into a likely environment over the next 12 months, should give us a sharper recovery.
Vivek Arya:
Thank you.
Operator:
This concludes our question-and-answer session. I would like to hand the floor back over to Ganesh Moorthy for any closing comments.
Ganesh Moorthy:
Great. I want to thank everybody for joining us on the call. I know we ran over a little bit. But I appreciate the questions, and we look forward to seeing and talking to many of you in the coming days as well as many of the conferences that are coming up. Thank you.
Operator:
This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.
Operator:
Greetings and welcome to the Microchip's Third Quarter Fiscal Year 2024 Financial Results Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, CFO, Mr. Eric Bjornholt. Thank you. You may begin.
Eric Bjornholt:
Thank you operator. Good afternoon everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press release as of today, as well as our recent filings with the SEC, that identify important risk factors that may impact Microchip’s business and results of operations. In attendance with me today are Ganesh Moorthy, Microchip’s President and CEO; Steve Sanghi, Microchip’s Executive Chair; and Sajid Daudi, Microchip’s Head of Investor Relations. I will comment on our third quarter fiscal year 2024 financial performance. Ganesh will then provide commentary on our results and discuss the current business environment, as well as our guidance. And Steve will provide an update on our cash return strategy. We will then be available to respond to specific investor and analyst questions. We are including information in our press release and on this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations' page of our website at www.microchip.com, and included reconciliation information in our earnings press release, which we believe you will find useful when comparing our GAAP and non-GAAP results. We have also posted a summary of our outstanding debt and our leverage metrics on our website. I will now go through some of the operating results, including net sales, gross margin and operating expenses. Other than net sales, I will be referring to these results on a non-GAAP basis, which is based on expenses prior to the effects of our acquisition activities, share-based compensation, and certain other adjustments as described in our earnings press release and in the reconciliations on our website. Net sales in the December quarter were $1.766 billion, which was down 21.7% sequentially. We have posted a summary of our net sales by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were 63.8%, operating expenses were 22.5%, and operating income was 41.2%. Non-GAAP net income was $592.7 million and non-GAAP earnings per diluted share was $1.08. On a GAAP basis, in the December quarter, gross margins were 63.4%. Total operating expenses were $590.6 million and included acquisition and tangible amortization of $151.3 million, special charges of $1.1 million, share-based compensation of $38.8 million, and $1.5 million of other expenses. GAAP net income was $419.2 million, resulting in $0.77 in earnings per diluted share. The GAAP tax rate was favorably impacted from an IRS notice that clarified the treatment of costs incurred by a research provider under contract that we had been accruing for and that accrual was released in the quarter. Our non-GAAP cash tax rate was 13.2% in the December quarter. Our non-GAAP cash tax rate for fiscal year 2024 is expected to be just under 14% and which is exclusive of the transition tax and any tax audit settlements related to taxes accrued in prior fiscal years. Our fiscal 2024 cash tax rate is higher than our fiscal 2023 tax rate was for a variety of factors, including lower availability of tax attributes, such as net operating losses and tax credits, lower tax depreciation with our expectation for lower capital expenditures in the U.S. in fiscal 2024, as well as the impact of current tax rules requiring the capitalization of R&D expenses for tax purposes. We are still hopeful that the tax rules requiring companies to capitalize R&D expenses will be pushed out or repealed. The House actually passed the tax bill last night that would achieve this, and we will see how this progresses through the Senate. If this were to happen, we would anticipate about a 200 basis points favorable adjustment to Microchip's non-GAAP tax rate in future periods. Our inventory balance at December 31, 2023, was $1.31 billion. We had 185 days of inventory at the end of the December quarter, which was up 18 days from the prior quarter's level. Although, we reduced inventory dollars in the quarter, we were not able to make as much progress as we would have liked, as we continue to accommodate requests by customers to push out delivery schedules for products that were very far through the manufacturing process. At the midpoint of our March 2024 quarter guidance, we would expect inventory dollars to be up modestly and days of inventory to be in the range of 225 to 230 days due to the significant reduction in revenue and cost of goods sold. We also continue to invest in building inventory for long-lived, high-margin products whose manufacturing capacity is being end of life by our supply chain partners and these last time buys represented 10 days of inventory at the end of December. Inventory at our distributors in the December quarter were 37 days, which was up two days from the prior quarter's level. Our cash flow from operating activities was $853.3 million in the December quarter. Included in our cash flow from operating activities was $30.4 million of long-term supply assurance receipts from customers. We have adjusted these items out of our free cash flow to determine the adjusted free cash flow that we will return to shareholders through dividends and share repurchases, as these supply assurance payments will be refundable over time as purchase commitments are fulfilled. Our adjusted free cash flow was $763.4 million in the December quarter. As of December 31, our consolidated cash and total investment position was $281 million. Our total debt decreased by $392 million in the December quarter, our net debt decreased by $416.4 million in the quarter. Over the last 22 full quarters since we closed the Microsemi acquisition and incurred over $8 billion in debt to do so, we have paid down $7.1 billion of the debt and continue to allocate substantially all of our excess cash beyond dividends and stock buyback to bring down this debt. Our adjusted EBITDA in the December quarter was $796.2 million and 45.1% of net sales. Our trailing 12-month adjusted EBITDA was $4.26 billion. Our net debt to adjusted EBITDA was 1.27 times at December 31, 2023, down from 1.56 times at December 31, 2022. Capital expenditures were $59.5 million in the December quarter. Our expectation for capital expenditures for fiscal year 2024 is between $300 million and $310 million, which is down from the $300 million to $325 million we shared with investors last quarter as we are delaying certain capital given the more challenging economic backdrop. We expect that our capital investments will continue to provide us increased control over our production during periods of industry-wide constraints. Depreciation expense in the December quarter was $47.1 million. I will now turn it over to Ganesh to give us comments on the performance of the business in the December quarter as well as our guidance for the March quarter. Ganesh?
Ganesh Moorthy:
Thank you, Eric and good afternoon everyone. Our December quarter results were disappointing and below our expectations with net sales down 21.7% sequentially and down 18.6% from the year ago quarter. Non-GAAP gross and operating margins came in at 63.8% and 41.2%, respectively, down from our recent strong performance, but somewhat resilient despite the significant sequential decline in revenue. Our consolidated non-GAAP diluted EPS came in at $1.08 per share, down 30.8% from the year ago quarter. Adjusted EBITDA was 45.1% of net sales in the December quarter, continuing to demonstrate some resiliency. As a result, we had good debt reduction in the December quarter and despite the lower adjusted EBITDA we generated, our net leverage ticked down to 1.27x. However, we expect our net leverage ratio to rise for a few quarters, as trailing 12-month adjusted EBITDA drops when replacing stronger prior year quarters with weaker ones. Our capital return to shareholders in the March quarter will increase to 82.5% of our December quarter adjusted free cash flow as we continue on our path to return 100% of our adjusted free cash flow to shareholders by the March quarter of calendar year 2025. My thanks to our worldwide team for their support, hard work, and diligence as we navigated a difficult environment and focus on what we could control so that we are well-positioned to thrive in the long-term. Taking a look at our December quarter net sales from a product line perspective, our mixed-signal microcontroller net sales were down 22.3% sequentially and down 18.5% on a year-over-year basis. And our analog net sales were down 30.9% sequentially and down 29% on a year-over-year basis. Now, for some color on the December quarter. and the general business environment. All regions of the world and most of our end markets were weak. Our business was weaker than we expected as our customers continue to respond to the effects of increasing business uncertainty, slowing economic activity and a resultant increase in their inventory. In addition, many customers implemented extended shutdowns of closures at the end of the December quarter as they manage their operational activities. We continue to receive requests to push out or cancel backlog as customers sought to rebalance their inventory in light of the weaker business conditions and the increased uncertainty that we're experiencing. And we were able to push out or cancel backlog to help many customers with these inventory positions. With no major supply constraints, coupled with very short lead-times and a weak macro environment, we believe that is inventory destocking underway at multiple levels at our direct customers and distributors who buy from us, our indirect customers who buy through our distributors, and in some cases, our customers' customers. The very strong up cycle of the last two to three years drove many of our customers to build inventory in order to be able to capitalize on strong business conditions in an uncertain supply environment. The term, just in case, instead of just in time, was used by customers to express their approach to these conditions. But as the macro environment slowed, many of our customers found their business expectations to be too optimistic and ended up with high levels of inventory. And as a result, they sought to cancel or reschedule backlog. An update on our PSP program. During the early stages of the up cycle, we launched our PSP program requiring noncancelable backlog in exchange for supply priority in a hyper constrained supply environment. The program was aimed to discourage speculative demand and achieve mutual commitments between our customers and us for future demand. The program worked extremely well for many customers who participated during all of 2021 and 2022, as well as the early part of 2023, supporting strong growth in their businesses. However, the business challenges, which led to the creation of the PSP program are no longer relevant, and we have, therefore, decided to discontinue the program effective today. If business conditions warranted, we may at some point in the future, initiate a similar program, which will, of course, have to be adapted to whatever that situation requires. Reflecting the slowing macro environment, our distribution inventory grew to 37 days at the end of the December quarter, as compared to 35 days at the end of the September quarter. We are working with our distribution partners to find the right balance of inventory required to serve their customers, manage their cash flow requirements and be positioned for the eventual strengthening of business conditions. Our internal capacity expansion actions remain paused. Given the severity of the down cycle, our factories around the world will be running at lower utilization rates and also taking up to two shutdown weeks in each of the March and June quarters in order to help control the growth of inventory. We expect our capital investments in fiscal year 2024 and fiscal year 2025 will be low even as we prepare for the long-term growth of our business. To that end, we reached a preliminary memorandum of terms with the Department of Commerce for $162 million in grants targeted at existing projects for two of our U.S. fabs. These grants are subject to diligence by the Chip's office as well as capacity investments by Microchip over multiple years. We have been driving our lead times down and have reduced average lead times from roughly 52 weeks at the start of 2023 to roughly eight weeks by the end of 2023 on average. During a period of macro weakness and business uncertainty, we believe short lead times are the best way to help customers navigate the environment successfully and improve the quality of backlog placed with us as it enables our customers and Microchip to engage an uncertain environment with more agility and effectiveness. However, a significant reduction in lead times is also resulting in lower bookings and reduced near-term visibility for our business. We're also taking steps to reduce our expenses. In addition to the variable compensation programs, which provide automatic reductions during a down cycle and normal containment of discretionary expenses, we will be implementing broad-based paid reductions. Our team members who are not a part of the factory shutdowns will take a 10% pay cut and consistent with our normal practice, the executive team will take the largest reduction with a 20% pay cut. The shutdowns for manufacturing team members and pay cuts for non-manufacturing team members are consistent with our long-standing culture of shared sacrifices and down cycles and shared rewards and up cycles. That's avoiding layoffs, and in the process protecting manufacturing capability, as well as high priority projects, which are important for our customers and us to thrive in the long-term. We took similar actions in prior periods of business uncertainty such as the COVID pandemic in 2020 and the global financial crisis in 2008 and 2009, and we believe such actions were quite effective to navigate our business. Now, let's get into our guidance for the March quarter. As our customers take further actions to adjust to a weakening macro environment and uncertain business conditions, we are continuing to support customers and channel partners with inventory position to push out or cancel their backlog. We recognize that our short lead times and increased flexibility with backlog will result in customers reducing inventory aggressively, and that this could result in some degree of overcorrection. However, in response to these conditions, we are continuing to work with our customers to absorb as much of the inventory correction as we can at this time. Taking all the factors we have discussed on the call today into consideration, we expect our net sales for the March quarter to be between $1.225 billion and $1.425 billion. The guidance range is larger than normal to reflect the macro uncertainty and the resultant low business visibility. We expect our non-GAAP gross margin to be between 59% and 61.6% of sales. We expect non-GAAP operating expenses to be between 26.9% and 30.7% of sales. We expect non-GAAP operating profit to be between 28.3% and 34.7% of sales and we expect our non-GAAP diluted earnings per share to be between $0.46 and $0.68. To keep things in perspective, while our business results have degraded significantly over the last two quarters, as a larger-than-normal inventory correction has played out. Our full fiscal year 2024 revenue decline at the midpoint of the March quarter guidance is expected to be roughly 9.5% and comparing favorably with weakness that other industry players have experienced. Our non-GAAP operating margin for full fiscal year 2024 at the midpoint of our March quarter guidance is expected to be 43.6% and continuing to be among the best results across other companies in our industry. While we don't know how and when the inevitable up cycle will play out, we believe the fundamental characteristics of our business remain intact. Finally, notwithstanding any near-term macro weakness, we are confident that our solutions remain the engine of innovation for the applications and end markets we serve. Our focus on total system solutions and key market megatrends continue to fuel strong design win momentum, which we expect will drive above-market long-term growth. With that, let me pass the baton to Steve to talk more about our cash return to shareholders. Steve?
Steve Sanghi:
Thank you, Ganesh and good afternoon everyone. I would like to provide you with a further update on our cash return strategy. The Board of Directors announced an increase in the dividend of 25.7% from the year ago quarter to $0.45 per share. During the last quarter, we purchased $114.6 million of our stock in the open market. We also paid out $237.4 million in dividends. Thus, the total cash return was $352 million. This amount was 77.5% of our actual adjusted free cash flow of $454.3 million during the September 2023 quarter. Our net leverage at the end of December 2023 quarter was 1.27 times. Ever since we achieved an investment-grade rating for our debt in November 2021 and pivoted to increasing our capital return to shareholders, we have returned $3.6 billion to shareholders through December 31, 2023 by a combination of dividends and share buybacks. During this time, we have bought back approximately 26 million shares of our common stock from the open market, representing approximately 4.5% of our shares outstanding. In the current March quarter, we will use the adjusted free cash flow from the December quarter to target the amount of cash returned to shareholders. The adjusted free cash flow excludes a net $30.4 million that we collected from our customers for long-term supply assurance payments. These payments are refundable when purchase commitments are fulfilled. The adjusted free cash flow for the December quarter was $763.4 million. We plan to return 82.5% or $629.8 million of that amount to our shareholders with the dividend expected to be approximately $243 million and the stock buyback expected to be approximately $386.8 million, which will be a new quarterly record for stock buyback since we initiated our enhanced capital return strategy. Going forward, we plan to continue to increase our adjusted free cash flow returned to shareholders by 500 basis points every quarter until we reach 100% of adjusted free cash flow returned to shareholders. That will take four more quarters and we expect that dividends over time will represent approximately 50% of our cash returned. With that, operator, will you please poll for questions?
Operator:
[Operator Instructions] And our first question comes from the line of Timothy Arcuri with UBS. Please proceed with your question.
Timothy Arcuri:
Hi, thanks a lot. I wanted to ask about how much of a headwind the inventory inside of distribution still is. Shipments into distribution were down about 30%, well, actually more than that, and yet some of your largest cities are still saying that they're having a hard time working down inventory. So can you provide any guidance like does the March guidance assume that shipments into distribution will be down a lot more than what the corporate guidance is, again, just like it was in December?
Ganesh Moorthy:
We are expecting that we will drain inventory in distribution in the March quarter.
Timothy Arcuri:
Okay, great. And then, Eric, can you talk about utilization rates and the potential for some write-downs? We sort of haven't been at a level yet where you would write things down, but can you talk about that? Thanks.
Eric Bjornholt:
Sure. So we have been working on an employee attrition basis in our three large fabs, and through the December quarter, that did not put us in a situation where we were taking underutilization charges from those three fabs. That will change this quarter as we have continued to attrit. And as Ganesh kind of walked through, we've got two-week shutdowns scheduled in all three of those large factories. So, we aren't going to break out a utilization percentage, but underutilization is absolutely impacting our business, our gross margins in the current quarter. And on top of that, with the change that we've seen in demand and inventory still being high. We have been taking relatively large charges for inventory reserves based on our accounting policies that we have in place. And all those things are really factored into the margin guidance that we've given to the Street.
Timothy Arcuri:
Thanks a lot.
Operator:
Thank you. Our next question comes from the line of Toshiya Hari with Goldman Sachs. Please proceed with your question.
Toshiya Hari:
Hi thank you. My first question is on cancellation rates and what you're seeing from a customer pushout perspective. Are you seeing any signs of stabilization, Ganesh, in terms of cancellation rates or pretty much the same so far in the quarter relative to December and September of last year?
Ganesh Moorthy:
We don't have a numerical tracking process. We still have customers that have asked for help. We have done a lot of that and built it into what we have into our guidance. I don't know if you have a better view, Eric, on cancellation rates.
Eric Bjornholt:
Right. I would say, as we kind of talked about customers and distributors are feeling like they have excess inventory. And with that, if they have backlog in place for those products, they are either not placing backlog. But if they have backlog in place, they're looking to see if there's an ability for them to at least push that out. So, we're having those ongoing discussions and I'd say that they're still at a relatively high rating.
Toshiya Hari:
Got it. Thank you. And as my follow-up, I was hoping to get your comments on pricing, the headwinds you're seeing today, is it mostly volume-driven or are you starting to see price erode as well between your microcontroller business and analog business? It seems like at the industry level, you've got more supply coming online over the next couple of quarters, several quarters. So, curious how you're - what you're seeing today and how you're thinking about pricing as we progress through calendar 2024? Thank you.
Ganesh Moorthy:
Yes. All the revenue declines are really volume declines and not pricing related. Pricing is stable. It is not contributing to the revenue change that is in our guidance. Our business is one which is based on design-ins that are done one, two, three years before and production that takes place for many, many years. it's not an easy substitution that takes place on short-term price adjustments, et cetera. Clearly, at the point of where new designs are taking place, we will be price competitive to what the new design requires. But today's revenue adjustments downward are not happening because of price. Price is stable.
Toshiya Hari:
Thank you.
Ganesh Moorthy:
Thank you.
Operator:
Thank you. And our next question comes from the line of Chris Caso with Wolfe Research. Please proceed with your question.
Chris Caso:
Yes, thank you. Good evening. My question is - and it's a difficult question about sort of where you think aggregate inventory levels are and how much progress with some of these lower revenue shipment rates that we'll make in getting those inventories down over time. I know that's difficult to answer for your end customers, your indirect customers, but perhaps you could address it from the distribution channel where you have a little more visibility and where the target inventory levels are and where you expect to get over time?
Ganesh Moorthy:
As you said, inventory in some cases is obscure to us, we have to estimate based on where customers are placing orders, what kind of feedback they're giving us. We know we're going to be substantially under shipping to where consumption is going to be. But it's very hard to put a number on what that is and how much of the inventory has been taken out. And as I said, in some cases, it is multiple layers of inventory and especially as people are getting to that point where they are less willing to carry inventory, perhaps even take it to the low end of what they might historically do, because supply is plentiful. Not all of this is just inventory reduction as you would normally expect. But it is going to be at multiple levels to our customers, to their customers and in some cases, if they have an OEM that goes to the OEM there as well. So we don't have a good way to put a number on what you're asking for.
Chris Caso:
Okay. Fair enough. One of the things you've also said in prior downturns is typically, you've seen three down quarters before you achieve a bottom, you're at that now, although September quarter was obviously a much smaller magnitude than now. Given where we are right now, do you think that still holds? And perhaps you could characterize this downturn against some of the prior ones that you've been through?
Ganesh Moorthy:
Well, there's nothing typical about this downturn. And I don't think that is a good comparison to history. You could say in magnitude, it is on the order of what we've seen in the global financial crisis. I think we were down 36% or so at that point in time. We have very limited visibility in today's market conditions. And so it's difficult to say where exactly this is and as I mentioned, we believe we are significantly under shipping to end demand, but we're unable to provide any kind of forecast or guidance beyond this quarter.
Chris Caso:
Fair enough. Thank you.
Ganesh Moorthy:
You're welcome.
Operator:
Thank you. Our next question comes from the line of Christopher Rolland with SIG. Please proceed with your question.
Christopher Rolland:
Hi guys. Thanks for the question. So around cycle times and lead times, we have found that some of your products, particularly through distribution, they have lead times that are even below your cycle times. I'm assuming your cycle times are something like four weeks or six weeks, something like that. I guess my question is, how long would you expect this dynamic to last? I think this is – if you do have big inventory corrections like we're going through, you see that phenomenon occasionally, but how long might this last? And when are you expecting lead times to maybe again, obviously, we have some - an inventory dynamic we're going through here. But maybe talk about that lead times versus cycle times and when you think that those might actually rise again.
Ganesh Moorthy:
Chris, let me just define two terms and then we'll walk through it. So cycle time is the time it takes from when you begin with raw material and get to finished goods. That cycle time for semiconductors, depending on which product and what process can be anywhere from three to five months, sometimes longer, depending on the specialty. So that's the typical production cycle time. We have always been able to manage lead times, which we define as from a when a customer places an order on us, when can we ship the product to them to be a lot shorter than that. And historically pre-pandemic. That was four to eight weeks was not an unusual number for 80%, 90% of our line items. Where we have come back to is where those lead-times are on average where a customer places an order they can get in less than eight weeks. And in some cases, if we have it in finished goods, they can get it much sooner than that as well. So, I don't have a good view of when do lead-times go back out. And I'm not sure that's a good thing. I think we have to, obviously, work to manage the supply and demand consistent with where demand is going. But for years, we ran in that four to eight weeks as a reasonably stable lead-time outside of any major increases or decreases in demand in the marketplace. And right now, we think we're going to be at low lead-times for quite some time. We have inventory that is high, and we'll be growing into the March quarter. And we're going to position that inventory to be able to take advantage of orders that come in with short cycles because visibility is low, and we need to be able to position and take that as quickly as it comes in. So all of our systems are geared towards having shorter lead-times and being able to take orders of the - that are placed with short lead-times, as quickly as we can.
Eric Bjornholt:
Maybe just one thing. I think, Chris, maybe what you were getting at is when we have product that is staged in die bank, so it's through the wafer fab that, in many cases, we can turn that through assembly and test in the four to six weeks that you're talking about. And so if that's the case, if it's in die bank, that would be the case. But we've got finished goods today. we're staging the products that are high runners and die bank or lead-times are quite short across the board.
Christopher Rolland:
Yes. Thank you very much guys. There were some good stuff there. Eric, while I have you gross margin, just for kind of simplicity sake, my model is roughly like 300 basis points below for next quarter where I was previously I don't know if you can kind of walk us through that, what's mix versus underutilization versus inventory write-down? It sounds like pricing is not an issue here like-for-like, but would love to know how those kind of various things contribute.
Eric Bjornholt:
Yes. So, I would say the biggest change quarter-to-quarter is going to be in the factory utilization, and that's a combination of the continued attrition and lower production rates on a steady-state weekly basis, and then we're having these two weeks shutdown on top of that. And what we're having time off and some of our back-end factories too, which is larger than the previous quarter. So, all those things impacted, I'd say, the inventory reserve piece is a part of it, but we had relatively significant charges last quarter on that, and I wouldn't expect those to be significantly more this quarter. They'll probably be larger, but the biggest piece is going to be what we're doing on utilization.
Christopher Rolland:
Excellent. Thanks guys.
Operator:
Thank you. Our next question comes from the line of Gary Mobley with Wells Fargo. Please proceed with your question.
Gary Mobley:
Hi guys. Good afternoon and thanks for taking my question. Looking at the March quarter guidance, that's basically a peak to trough in revenue terms of more than 40%, all within the same fiscal year. So clearly, the rate of the decay has been extreme. And I'm calling on your experience here, given that you've all been through a lot of cycles in the past and you hinted to in your prepared remarks, maybe some overcorrection on your customer's part in terms of inventory depletion. So calling on your experience, how would you say the slope of the recovery may look given your lead times? Is it a gradual one? Or are we going to see just sharper rebound as we saw in terms of this correction?
Eric Bjornholt:
So I'll start and Ganesh or Steve can add to this. I think it is unknown at this point in time, right? We have limited backlog visibility as we look out in time, which you're asking about beyond this quarter, lead times are really short and customers are sitting on a certain level of inventory beyond what they think is necessary for their business today. So until we start getting short-term orders at our lead times and we see that backlog start to build. It's hard for us to really imagine what it's going to do. As Ganesh said before, clearly in this quarter with our revenue guidance, we are shipping below what the end consumption for our products are, and we think that's relatively material. But giving you any guidance in terms of what the slope of the recovery is, I think, it's hard for us to do at this point.
Ganesh Moorthy:
I think the recovery has many components to it, right? One is just if you assume business is flat and as the inventory drains, people will, at some point, just have to order enough to get back to flat consumption. Then there is also what does the macro do and what happens in actual consumption over time. And that depends on many things, where is GDP at, what our interest rate is doing, et cetera. And I think those are all variables, which you can't, at least we're not able to plug in and say, this is out the next three, four quarters, the shape of the recovery will look. And we don't have the visibility and backlog to give us any insight into that today.
Gary Mobley:
I know I was asking us for a lot there, but I appreciate the color. So it sounds like your OpEx management is more so variable versus structural. And you've, obviously, done this in the past. In this recent round when you've asked employees to take a 10% pay reduction, what was communicated to them in terms of when that might be recouped based on some revenue or performance metrics?
Ganesh Moorthy:
I have not been able to speak to the entire Microchip community until I do that on Monday morning. I did write them all a message today after the market closed and before this call to let them know what we were doing. So those are details that I would prefer to first speak to our employees and give them all of that. But this is not new to us. We have done this multiple times. Our culture allows people to understand how shared sacrifice and shared rewards go hand in hand and how that creates excellent outcomes for the company and for the individuals in the process of doing that. And so I'm confident that our team, especially the team that has been through many cycles with us. We'll see it, will help us with it and pull everybody else along as well.
Gary Mobley:
Thank you, Ganesh.
Ganesh Moorthy:
You're welcome.
Operator:
Thank you. Our next question comes from the line of Vivek Arya with Bank of America. Please proceed with your question.
Vivek Arya:
Thanks for taking my question. Ganesh, I appreciate you're not going beyond the quarter, but I still wanted to get some help in getting some directional sense of whether June could be flat, up or down because you do have some shutdowns in June, right? You are already planning for that. So that's not a great data point. But then June tends to also be seasonally up for you historically. So, just give us some more color, what is true demand right now? And if you were sitting in our shoes, would you think about June being kind of up, down, flat, even if you don't have an absolute sense of where June might take out?
Ganesh Moorthy:
I think the shutdowns that we communicated based on the days of inventory that we closed December and what we have indicated are going to be at the end of March are required steps we need to take. Those are not necessarily trying to provide an indication of where the June business is going to be at. Vivek, the real answer is I don't know. And I think the world is not falling apart. So, we know that consumption is taking place. We know that inventory needs to drain. We're trying to gauge between the environment in the market, the inventory at multiple levels and how all that will drain. We know this business will come back, right? It has - and every previous cycle done that. But I think what you're asking for is a level of precision, which we don't have any empirical data to be able to say, yes, this is what's going to happen and when.
Vivek Arya:
And then my bigger question, Ganesh, is that how would you contrast your strategy of maintaining kind of a hybrid manufacturing model, right, where lead-times can suddenly get extended, but your CapEx is low, your profitability is high? To say your other U.S. competitor who has high CapEx, they can usually keep lead-times very low, and they have managed to avoid, right, these kind of very, very large swings. How would you kind of contrast the two strategies? And do you think what you're going through could make you change your strategy about maybe having higher CapEx in the future and always trying to maintain lower lead-times?
Ganesh Moorthy:
Again, there are many people that fit into what you described. I'll describe our strategy, which is we run inside of Microchip the products that we know how to run cost effectively and consistently within our manufacturing footprint. That includes both our front end as well as our back end. We have grown that front-end footprint over time, but also our foundry products have grown over time. And that balance has been roughly 40% plus or minus internal, 60% external. We don't try to guide where that percentage needs to go. The market demand drives is it higher or lower from there. But we know what products and technologies make sense within our footprint and what makes sense to drive with our partners. And that's the way we think about it. And in the aggregate, barring any near-term changes like we've had last quarter and this quarter, it's been a very successful strategy in terms of how gross margins over time have accreted and how over many cycles, we've got higher highs and higher lows. So, we're very happy with the strategy we have, and I leave others with their strategy to speak for themselves.
Vivek Arya:
Thank you.
Ganesh Moorthy:
You're welcome.
Operator:
Thank you. Our next question comes from the line of Tore Svanberg with Stifel. Please proceed with your question.
Tore Svanberg:
Yes, thank you. So, my first question is on the PSP program. It was obviously put in place to try and avoid volatility and doesn't look like that happened. Maybe it was just the nature of the pandemic cycle, I don't know. But why do you think the PSP program did not sort of buffer the volatility that we're actually seeing?
Ganesh Moorthy:
It's a great question. Although the PSP program was aimed at discouraging speculative demand by making orders NCNR and then giving us confidence to make investments on it. I think there was a combination of very strong OEM market demand, our customers and their customers and what they were seeing. They were persistent shortages over a long period of time and very long lead times. And I think when you put all that together, OEM customers ended up placing more backlog because they believe their business was a lot stronger than they thought, and they were trying to place orders for a lot longer than they normally would in that. So that's the way it, in our perspective, played out. How it did phenomenally for them in the 2021, 2022 time frame where those that were in the program, we're able to keep their business going, take market share away and driving. But at the end of the day, the longer lead times get the further out someone is trying to predict where their business is going to be. And I think that's the issue at some point in time is you don't know what your demand is with any kind of high confidence one year or 18 months out, that people were placing those orders as non-cancelable, thinking that the demand was strong and assuming that the risk was a good risk for them to take.
Tore Svanberg:
No, that's very fair. And then as my follow-up, I recognize that all end markets are going to be weak in the March quarter. But any sort of relative comment on the end markets, anything holding up a little bit relatively better than others?
Ganesh Moorthy:
Yes. I would say if you look at our aerospace and defense market, there are strengths in those. The commercial aviation remains strong. The defense remains strong. Space has always been very lumpy in where it's at. Our portion of the data center, which is around AI platforms, those are doing extremely well. It's not big enough to move the Microchip needle overall, but it's certainly a pocket of strength that we see as well.
Tore Svanberg:
Great. Thank you very much.
Ganesh Moorthy:
You're welcome.
Operator:
Thank you. Our next question comes from the line of Chris Danely with Citi. Please proceed with your question.
Chris Danely:
Thanks guys. I guess just a little clarification on the decline here. Any comments on just your sense of end demand, maybe talk about the end markets that have been the worst? And then also, given your revenue decline is notably more than some of your peers, why do you think it's hitting you more than some of the competition?
Ganesh Moorthy:
Sorry, what was the last part of your question? Why do you think what?
Chris Danely:
Why is your revenue declining much more than some of your competitors?
Ganesh Moorthy:
Okay. So on your second question, as I said, if you look at it over a year's period of time, you're going to find that the fiscal 2024 at the midpoint of our guidance is about 9.5% down from fiscal 2023. I don't think that's outside of where the normal is at. Within a two-quarter period of time, absolutely, we are correcting and correcting at a faster rate than where we were at. But I think we have to look at area under the curve for revenue rather than just peak to trough alone in terms of what you're going to look at. In terms of end markets, we - sorry, was there a question?
Chris Danely:
No, I said thanks.
Ganesh Moorthy:
Okay. In terms of end markets, as I mentioned, it's weak across the board. We don't track at a quarterly level kind of how they're all moving. But we have enough anecdotal data. I think we were among the earliest people as early as two or three quarters ago saying automotive is starting to weaken and roll over and industrial did and data center had been. So we have seen this for some time. And at this point in time, I would say that they're all week. There might be individual customers who are stronger or weaker than what – on average that we see but nothing to write home about, other than the two exceptions I spoke about, which is aerospace and defense is still holding up. And our portion of the AI servers that we provide solutions to.
Chris Danely:
Thanks Ganesh. And then just a quick clarification on the utilization rates. Do you guys anticipate utilization rates declining again in the June quarter from March? Or will they stay flattish from March to June?
Eric Bjornholt:
We don't know yet. We will have to see how kind of the business evolves over the coming months.
Chris Danely:
Okay. Thanks Eric.
Operator:
Thank you. Our next question comes from the line of Vijay Rakesh with Mizuho. Please proceed with your question.
Vijay Rakesh:
Yes, hi. I had a quick question. And I was wondering between the CapEx and the funding that Microchip was getting how much capacity you would be adding on the front end of the back end as you look at calendar 2024, I guess?
Eric Bjornholt:
So, our capital expenditures for fiscal 2024 we laid out for you, and that's $300 million to $310 million. We have not given a number for next fiscal year. I expect it to be lower than that. We've actually taken in quite a bit of equipment this year that we have not essentially released and placed in service for production purposes. So, we've got capital that's paid for and at our facilities that we can deploy as the market returns to a more normalized level, and we need that capacity, but I expect CapEx to be quite low in our fiscal year 2025.
Ganesh Moorthy:
Vijay, here's how I would think about it from a - how are we positioned for growth from our capacity. Our initial response as this thing changes is going to be utilizing the inventory that we have built and being able to ship using the inventory we have. Our next response will be around getting our factories to more full utilization. We are underutilizing them at this point in time. Our third response would be taking equipment that we have already ordered and received which we will begin to place into production. And then finally, into adding more equipment or bottleneck equipment as the case might be. So, we believe we have plenty of firepower for being able to respond to an up cycle through a combination of those four things.
Vijay Rakesh:
Got it. And if you were to combine all of that, you mentioned your channel disti inventory was at 37 days versus an optimal high 20s, I guess that you mentioned before. And your in-house inventory I probably goes up a little bit as you go to March. Any thoughts on when you actually see that starting to realign or start to stabilize or start to come down? Is that more of a second half? When do you actually see that happening, I guess?
Ganesh Moorthy:
If I had a better picture on the demand environment, I could give you a better answer. So, what we're doing is we're taking action on the things we can control, which is our internal capacity, and those are the shutdown days, the lowering of the utilization factors and all that other stuff that we're doing. And that is all in anticipation that at some point, the market will return, and it will reverse cycle at that point in time, first, by us producing less, which we're taking steps for; and second, by the market consuming more, which is what is unknown.
Vijay Rakesh:
Got it. And last question on the margin trajectory for March quarter. Did you say that all of it was because of utilization? And should we expect that underutilization to continue into June? Or how do you see that? Or do you expect utilization to pick back up again?
Eric Bjornholt:
So, we didn't say it was all of it. There's a large portion of the change that is utilization driven. There's always product mix and inventory reserves and other things that impact that. I think it will be probably difficult for capacity utilization to increase in the June quarter just because we are running on an attrition basis, and that is continuing each week as some people leave, and then it just takes a while to ramp that back up even if the market dynamics are better. And so that's something that we'll watch very closely and make sure that we're making the appropriate investments in people, but it tends to be like moving a battleship on the ocean, it turns relatively slow.
Vijay Rakesh:
Got it. Thank you very much.
Operator:
Thank you. Our next question comes from the line of Joe Moore with Morgan Stanley. Please proceed with your question.
Joe Moore:
Great. Thank you. I guess, I wonder if you could address a couple of the bear cases that I hear. One, you've sort of talked about PSP and what it accomplished and what it didn't. Do you think that having more flexibility about customer cancellations when they started to slow down, would that have sort of made the issue less bad now? Is the PSP part of the reason why the hole is a little bit deeper, maybe?
Ganesh Moorthy:
Perhaps. And I think, again, in retrospect, as a Monday morning quarterback, I know exactly what I would have done. But we were under for many, many, many quarters and even as recently as last March and June quarters, there were CEO-level calls that we're pushing and driving for getting more product than we had. If you remember, we would provide the statistic about how much of unsupported, which is what customers wanted and we couldn't ship was there. So in the throes of all of that, where there parts of it where perhaps we should have taken our foot off the accelerator perhaps. But it isn't something that was now able as we went through it. And if we ever were to do a PSP program again, those are some lessons learned we'll take, and we'll look at how would we adjust the program so that the intended outcomes are available and as many of the unintended outcomes are avoided.
Joe Moore:
Great. Thank you. And then the other kind of negative question that I get, China obviously building significant amount of trailing edge capacity. Can you talk about what types – I don't think you see a lot of direct competition from sovereign China today, but can you talk about how much of your business might see competition from that direction over the next few years? I think you've talked about that being single digits, but maybe if you could just update us on your thinking there.
Ganesh Moorthy:
Sure. So Mainland China today is about 20-ish percent of our revenue. About half of it, we estimate is designed elsewhere and just happens to be manufactured in Mainland China. And some of that is, frankly, moving out of China as people diversify other things. So it doesn't - the point of design is outside of China, and we're comfortable with that. So the other 10% of our business that's in China that is designed in China has another half of that, which is very complex designs, and these are not the ones that are easy to dislodge and would have a significant amount of knowledge about systems, the software that goes with it, the hardware and software interaction and all that. So that means about 5% of our business, about one-fourth of the business in Mainland China that is our more broad-based microcontrollers and analog and those type of products. And there, fragmentation is our friend. It is a very, very fragmented market. Any one opportunity is a small percentage of revenue, and it is not easy to go to place. But theoretically, you could say if somebody had an identical offering. And by the way, a lot of that business is not just about having silicon. It's about having silicon, having tools, having design guides, having software that we make available. There's a lot of help and self-help that we provide for our customers as well that is there. So, yes, there is more going on in China with trailing edge, both technologies and capacity. And we will pay attention, and we will, through our product line and innovation, cost reduction be continuing to work to go head-to-head against that. But it's the portion of the business that you might think about is more broad-based where they would come after that business is less than 5% and is very, very fragmented and difficult to get at. Does that help?
Joe Moore:
Thank you. Yes, so much. Thank you.
Ganesh Moorthy:
Thank you.
Operator:
Our next question comes from the line of Joshua Buchalter with TD Cowen. Please proceed with your question.
Joshua Buchalter:
Hi guys. Thanks for taking my questions. I wanted to ask about utilization rates and sort of the strategic decisions you're making to shut down the fabs for two weeks in March and June and also keep utilization rates lower over those two quarters. I guess, why start and stop the fabs but also why not just take the utilization rates much lower in the March quarter then see where things play out and given you're trying to get inventory down, but expectations are that it will still go up in March? Thank you.
Ganesh Moorthy:
It's a balanced decision that we had to think through and make. But as inventories climbed, there is a point at which the pain gets high enough. And as we looked at that, we felt on balance and we don't know what other supply-demand dynamics may take place. But on balance, this is a way in which we could navigate to different scenarios that might play themselves out. And in the meanwhile, the inventory is high enough that we're comfortable that if the recovery would accelerate, we're in a good place. And we are - if the recovery were something different, that were ahead of us and we have options on what we can do in the June quarter. But right now, we need to prepare for where March and June to the best of our ability to call it is going to be, and that includes be running at a lower utilization and taking a two-week shutdown in the - in our fabs in each of the two quarters.
Joshua Buchalter:
And then as my follow-up, and I know you have a formulaic approach to your capital return program, but you've also in the past talked about opportunistically potentially going above the rates that you've outlined as we go through this period where you're going through the digestion and free cash flow is depressed versus where it was the last few quarters, any thought to using the balance sheet or returning more than you would have been returned under the formula that you've outlined? Thank you.
Eric Bjornholt:
So, maybe I'll start. So I mean, we actually have a very healthy cash return this quarter, right? We increased from 77.5% to 82.5%. The adjusted free cash flow in the December quarter was quite high. And even though the dividend is going up again, we are going to have kind of record share buyback in the quarter based on that formula that you spoke to. So, we think it's appropriate. We're glad that we're going to be buying back a bunch of shares this quarter. Steve, Ganesh can give commentary if the Board would think of doing anything different, but I think that program is kind of in place as it is. And if the market changed and the stock price decline significantly, it would be a discussion with the Board.
Steve Sanghi:
I think it just came out naturally that our cash flow was extremely healthy last quarter. And with returning 82.5% back to shareholders with dividend increasing, it still creates a record stock buyback in a quarter, record that we have ever done before, $386.8 million. So it's a very, very healthy buyback. If there was not to be the case, where the cash flow wasn't as healthy as last quarter, then the question would be valid, should we do an extraordinary stock buyback this quarter, if the stock were to become weak. But I think we just formulate – by formula is a very, very healthy amount of cash reserved for stock buyback this quarter.
Ganesh Moorthy:
For the last many quarters, we've been steady as she goes. I think having a program that doesn't try to have quarter-to-quarter major variations has been a way in which to establish consistency of the capital return program. And I think Steve and myself and the rest of the Board see that as a way that we should continue with this thing.
Joshua Buchalter:
Thank you.
Ganesh Moorthy:
You're welcome.
Operator:
Thank you. Our next question comes from the line of Quinn Bolton with Needham. Please proceed with your question.
Quinn Bolton:
Thanks for taking my question. I guess, first one is for Eric. You talked about the lower utilization, you're shutting down factories for two weeks in both March and June. I'm just kind of wondering, if you could walk us through the accounting. How much of that hits you in the current period? How much of those lower utilization charges flow-through inventory? And given how much inventory you have could be something that hits gross margin for a longer period of time as that flows through inventory and then the income statement then I've got a quick follow-up.
Eric Bjornholt:
Yes. So our three large wafer fabs will even without the shutdowns, with the attrition that we've had, be running below what we would call normal utilization. And so these two-week shutdowns will be period costs in the quarter and not capitalized to inventory. Now we are running at lower utilization rates than we were at the peak. So the costs that are being capitalized to inventory on a per unit basis are higher than what they were when we were running at full board. But I think that answers your question. Essentially, the two-week shutdowns will be an impact to the current period and not capitalized into inventory.
Quinn Bolton:
That's very, very clear. Thank you. And then I guess just for Ganesh, you mentioned you're ending the PSP program. And so I'm curious, does that just mean you're not signing anyone to new PSP? Does that mean that existing PSPs have now been canceled and folks have greater rights to cancel the existing backlog? Just what happens with the current PSP participants?
Ganesh Moorthy:
The backlog has been shrinking for some time. And really, what we're telling customers is that no more orders get accepted that our PSP orders, and customers have seen that lead times are short, capacity is available. As I said, the premise of why we kicked it off no longer exists. And, therefore, it will come to a natural end here fairly quickly, and we just stopped taking more orders that anyone may – if they didn't already understand, replacing as PSP.
Quinn Bolton:
Got it. Thank you.
Ganesh Moorthy:
Welcome.
Operator:
Thank you. Our next question comes from the line of William Stein with Truist. Please proceed with your question.
William Stein:
Great. Thanks for squeezing me. I was also going to ask about PSP and the mechanics of how it rolls out of backlog. But I think you just answered that but I do have a sort of financial question around it. I believe for many of these orders, you were getting prepaid by customers and you might have been likewise prepaying for capacity at foundry. Can you walk through how those roll off of the financial activity of the company and when you expect them to be sort of in the rearview mirror? Is that do you think by the end of the March quarter?
Eric Bjornholt:
Okay. So, with PSP, those were not typically customer paying cash in advance for any of that. We have certain long-term supply agreements and those had a cash prepayment element to them. Those are still in place. Those aren't - there's nothing that's happening with those programs related to the cancellation of PSP. So, those programs are still in place, and those tend to be three to five-year agreements, most of them five-year agreements, and those will just kind of run out over time. In some cases where customers' demand is not as strong as originally anticipated. We work with them to find a mutually workable answer on that, maybe to extend the program longer, they can add something else into the program for their volume commitments. But we're not looking to penalize customers with that program. And then on the supplier side, we have had certain prepayments that are made and contractual obligations that we have. That's the same thing there. It's a negotiation with our suppliers, and they're working with us, and I don't see that there's any significant financial disadvantage to us coming from those. But in some cases, we have taken on more inventory, maybe raw materials than what we would have otherwise.
William Stein:
Great. Thank you.
Eric Bjornholt:
Welcome.
Operator:
Thank you. And our next question will come from the line of Janet Ramkissoon with Quadra Capital. Please proceed with your question.
Janet Ramkissoon:
Hi yes. thanks for taking my questions. Can you guys give us a sense of what's going on with design activity? I know you've seen this real cutback and you're saying that there is really not much of a shortfall in terms of actual demand. Do you have any visibility, less visibility the same as before? Could you give us some sense on what's going on to give us a better sense of the long-term outlook beyond the June quarter?
Ganesh Moorthy:
Yes. No, thank you. So, design activity, as I said in my prepared remarks, is at very high levels. And I think it is because for a number of reasons, customers were in triage for some time as they were dealing with shortages. And as all that went behind, they went back to focusing on innovation. Our products and technologies are enabling innovation in many new fields. And so by many measures, both what we measure internally in terms of design wins and design funnel and all that and what some of our partners who are more design and focused particularly, the catalog distributors are a good example where much of the seeding activity that takes place are also seeing very high levels of that. So, I think the innovation machine is strong. And the inventory correction will pass and go and ultimately, the long-term growth of the business, as you noted, will come from how this innovation plays out and how the overall role content that semiconductors will play in that innovation being delivered on end products.
Janet Ramkissoon:
That's very helpful. And just one last one, if I could sneak it in. Is there any particular geography or a particular segment that you saw a faster rate of decline. I noticed that industrial as a percent of total was down just from the supplemental slides. Is there any color that you could give us in terms of geography or end markets where you saw most of the weakness?
Ganesh Moorthy:
I think they're all weak. I don't have a numerical way to give you. I can tell you that China, for example, has been weak for an extended period of time. So going back all the way to 2022 when they had the shutdowns, and it really hasn't recovered from there. But I think we've seen weakness in all geographies and pretty much all end markets with the exception of the aerospace and defense and a bit of the data center that was all AI focused.
Eric Bjornholt:
And I believe the end market data that was posted on our website still references last full fiscal year, and that hasn't been updated. That's a process that we do once a year. So we'll take a look at the slide to make sure it's not confusing, but that's what I believe to be the case.
Janet Ramkissoon:
Okay. Thanks, guys. Appreciate it.
Ganesh Moorthy:
Thank you.
Operator:
Thank you. There are no further questions at this time. And I would like to turn the floor back over to Ganesh Moorthy for closing comments.
Ganesh Moorthy:
Okay. I want to thank everyone for taking the time to be on this call and all of your questions. We look forward to having further discussions during some of the conferences coming up this year. And on that note, we are closing this call.
Operator:
This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.
Operator:
Greetings and welcome to the Microchip Technology Q2 Fiscal Year 2024 Financial Results Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Eric Bjornholt, Chief Financial Officer.
Eric Bjornholt:
Good afternoon, everybody. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press release as of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Ganesh Moorthy, Microchip's President and CEO and Steve Sanghi, Microchip's Executive Chair; and Sajid Daudi, Microchip's Head of Investor Relations. I will comment on our second quarter fiscal year 2024 financial performance. Ganesh will then provide commentary on our results and discuss the current business environment as well as our guidance. And Steve will provide an update on our cash return strategy. We will then be available to respond to specific investor and analyst questions. We are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com and included reconciliation information in our earnings press release which we believe you will find useful when comparing GAAP and non-GAAP results. We have also posted a summary of our outstanding debt and our leverage metrics on our website. I will now go through some of the operating results, including net sales, gross margin and operating expenses. Other than net sales, I will be referring to these results on a non-GAAP basis which is based on expenses prior to the effects of our acquisition activities, share-based compensation and certain other adjustments as described in our earnings press release and the reconciliations on our website. Net sales in the September quarter were $2.254 billion which were down 1.5% sequentially. We have posted a summary of our net sales by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were 68.1%, operating expenses were at 20% and operating income was a record 48.1%. Non-GAAP net income was $889.3 million and non-GAAP earnings per diluted share was $1.62. On a GAAP basis in the September quarter, gross margins were 67.8%, total operating expenses were $642.4 million and included acquisition intangible amortization of $151.4 million, special charges of $1.8 million, share-based compensation of $38 million and $1.1 million of other expenses. GAAP net income was a record $666.6 million, resulting in a record $1.21 in earnings per diluted share. Our non-GAAP cash tax rate was 14.2% in the September quarter. Our non-GAAP tax rate for fiscal year 2024 is expected to be about 14.2% which is exclusive of the transition tax and any tax audit settlements related to taxes accrued in prior fiscal years. Our fiscal '24 cash tax rate is expected to be higher than our fiscal '23 tax rate for a variety of factors, including lower availability of tax attributes, such as net operating losses and tax credits, lower depreciation with our expectation for lower capital expenditures in the U.S. in fiscal '24, as well as the impact of current tax rules requiring the capitalization of R&D expenses for tax purposes. We are still hopeful that the tax rules requiring companies to capitalize R&D expenses will be pushed out or repeal. If this were to happen, we would anticipate about a 200 basis point favorable adjustment to Microchip's non-GAAP tax rate in future periods. Our inventory balance at September 30, 2023, was $1.331 billion. We had 167 days of inventory at the end of the September quarter which was flat to the prior quarter's level. Although we reduced inventory dollars in the quarter, we were not able to make as much progress as we would have liked, as we continue to accommodate requests by customers to push out delivery schedules for products that were very far through the manufacturing process. We also continue to invest in building inventory for long-lived, high-margin products whose manufacturing capacity is being end of life by our supply chain partners and these last-time buys represented 10 days of inventory at the end of September. We expect dollars of inventory on our balance sheet to reduce in the December quarter. Inventory at our distributors in the September quarter was at 35 days which was up 6 days from the prior quarter's level. Our cash flow from operating activities was $616.2 million in the September quarter. Included in our cash flow from operating activities was $87.5 million of long-term supply assurance receipts from customers. We have adjusted these items out of our free cash flow to determine the adjusted free cash flow that we will return to shareholders through dividends and share repurchases, as these supply assurance payments will be refundable over time as purchase commitments are fulfilled. Our adjusted free cash flow was $454.3 million in the September quarter. As of September 30, our consolidated cash and total investment position was $256.6 million. Our total debt increased by $45.6 million in the September quarter and our net debt was up by $60.2 million. Over the last 21 full quarters since we closed the Microsemi [ph] acquisition and incurred over $8 billion in debt to do so, we have paid down $6.72 billion of the debt and continue to allocate substantially all of our excess cash beyond dividends and stock buyback to bring down this debt. In the September quarter, we issued a $750 million Term Loan A and retired $1 billion in bonds that matured on September 1, 2023, with the Term Loan A and proceeds from our line of credit. We also issued $1 billion of commercial paper during the September quarter, taking advantage of about a 90 basis point lower interest rate on the commercial paper compared to our line of credit rate. Our line of credit had $39 million of borrowings against it at September 30, 2023. During the September quarter, we also retired $18.2 million of total principal amount of our 2027 convertible bonds for a total cash payment of $42.7 million. The amount paid above the principal amount essentially works like a synthetic stock buyback, reducing any current and future share count dilution that could result if these convertible bonds were ever converted into shares. The $24.5 million we paid above the par value for the convertible bonds was in addition to our normal share buyback activity that we executed during the quarter, resulting in an additional reduction in the diluted share count outstanding. Our adjusted EBITDA in the September quarter was $1.152 billion and 51.1% of net sales. Our trailing 12-month adjusted EBITDA was a record at $4.57 billion. Our net debt to adjusted EBITDA was 1.28 at September 30, 2023, down from 1.84 at September 30, 2022. Capital expenditures were $74.4 million in the September quarter. Our expectation for capital expenditures for fiscal year 2024 is between $300 million and $325 million which is down from the $300 million to $350 million we shared with investors last quarter, as we are delaying certain capital given the more challenging economic backdrop. We expect that our capital investments will continue to provide us with increased control over our production during periods of industry-wide constraints. Depreciation expense in the September quarter was $47 million. I will now turn it over to Ganesh to give his comments on the performance of the business in the September quarter as well as our guidance for the December quarter. Ganesh?
Ganesh Moorthy:
Thank you, Eric and good afternoon, everyone. Our September quarter results were about as we expected, with net sales coming in just under the midpoint of our guidance and well within our guidance range. Net sales were down 1.5% sequentially and up 8.7% on a year-over-year basis. Non-GAAP gross and operating margins remained strong at 68.1% and 48.1%, respectively. Our consolidated non-GAAP diluted EPS was at the midpoint of our guidance at $1.62 per share, up 11% from the year ago quarter. Adjusted EBITDA was 51.1% of net sales and adjusted free cash flow was 20.2% of net sales in the September quarter, continuing to demonstrate the strong cash generation characteristics of our business. Our net leverage exiting September dropped to 1.28x. We had higher cash flow outflows in the September quarter compared to the June quarter, due to the timing of tax payments and because of record capital return to shareholders in dividends and share repurchases totaling $562.6 million. This is 61% higher than the capital returned to shareholders in the June quarter. Our capital return to shareholders in the December quarter will increase to 77.5% of our September quarter adjusted free cash flow. As we continue on our path, [indiscernible] down 100% of our adjusted free cash flow to shareholders by the March quarter calendar year 2025. My thanks to all our stakeholders, who enabled us to achieve these results despite the increasingly challenging macro environment and especially to the worldwide Microchip team, whose effort and engagement enables us to navigate effectively through the business cycles. Taking a look at our September 1st quarter net sales from a product line and geographic perspective. Our mixed signal Microcontroller [ph] net sales were down 1.7% sequentially and up 8.5% on a year-over-year basis. Our Analog product line, net sales were down 1.7% sequentially and up 8.8% on a year-over-year basis. On a sequential revenue basis, Asia was down, Europe was about flat and the Americas was slightly up. Now for some color on the September quarter. Our business slowed down as expected, as our customers continue to respond to the effects of increasing business uncertainty, slowing economic activity and a result in increase in inventory. The combined effects of persistent inflation and high interest rates, we believe, are contributing to the weak macro environment. All regions of the world and most end markets experienced varying degrees of weakness. We continue to receive requests to push out or cancel backlog, as customers start to rebalance their inventory in light of the weaker business conditions and increased uncertainty they were experiencing. And we were able to push out meaningful amounts of backlog to later quarters to help many customers with inventory positions. We are seeing customers continue to adjust the demand expectations as they derisk the inventory position whenever possible. Our experience from prior cycles is that at this stage of the cycle, customers tend to overcorrect their inventory and backlog due to their business uncertainty, combined with the availability of product with very short lead times. This is, in effect, the flip side of what we saw during 2021 and 2022, when demand was historically strong and seemingly insatiable. Reflecting the slow macro environment, our channel inventory grew 235 days [ph]. We are working with our channel partners to find the right balance of inventory required to serve customers, as well as to be positioned for the eventual strengthening of business conditions. Most of our internal capacity expansion actions remain paused and we expect this will result in lower capital investments in fiscal year '24 and fiscal year '25, even as we prepare for the expected robust long-term growth of our business. In the meanwhile, we have been driving our lead times down and have reduced average lead times from approximately 52 weeks at the start of 2023 to approximately 26 weeks at the end of June and exited the September quarter at approximately 13 weeks. We expect to continue to drive average lead times down further, to less than 8 weeks by the end of 2023. During a period of macro weakness and business uncertainty, we believe short lead times are the best way to help customers navigate the environment successfully and improve the quality of backlog placed on us, as it enables our customers and Microchip to engage an uncertain environment with more agility and effectiveness. However, the significant reduction in lead times is also resulting in lower bookings and reduced near-term visibility. Now let's get into the guidance for the December quarter. As our customers take further actions to adjust to a weakening macro environment and uncertain business conditions, we are continuing to support customers and channel partners with inventory positions to push out their backlog. Taking all the factors we have discussed on the call today into consideration, we expect our net sales for the December quarter to be between down 15% and down 20% sequentially. At the midpoint of our net sales guidance for the December quarter, our year-over-year decline for the quarter would be 14.3%. We expect our non-GAAP gross margin to be between 64% and 65% of sales. We expect non-GAAP operating expenses to be between 22.7% and 23.3% of sales. We expect non-GAAP operating profit to be between 40.7% and 42.3% of sales and we expect our non-GAAP diluted earnings per share to be between $1.09 and $1.17 per share. Given the current macro weakness and resultant business uncertainty, combined with our lower bookings and reduce near-term visibility, we anticipate that our March quarter revenue is likely to decline again sequentially, although to a lesser extent than the December quarter decline. Notwithstanding any near-term macro weakness, we are confident that semiconductors remain the engine of innovation for the applications and markets we serve. Our focus on total system solutions and key market megatrends is fueling strong design win momentum that we expect will drive above-market long-term growth. If you review Microchip's speak to crop performance on a trailing 12-month basis, through the business cycles over the last 15-plus years which is included in the investor presentation posted on our website, you will observe our consistent and resilient cash generation gross margin and operating margin results. We remain confident that our non-GAAP operating margins on a trailing 12-month basis should remain above 40% through the business cycles. With that, let me pass the baton to Steve to talk more about our cash return to shareholders.
Steve Sanghi:
Thank you, Ganesh and good afternoon, everyone. I would like to provide you with a further update on our cash return strategy. The Board of Directors announced an increase in the dividend of 33.8% from the year ago quarter to $0.439 per share. During the last quarter, we purchased $339.8 million of our stock in the open market. We also paid out $222.8 million in dividends. Thus, the total cash return was a record $562.6 million. This amount was 72.5% of our actual adjusted free cash flow of $776 million during the June 2023 quarter. Our net leverage at the end of September 2023 quarter was 1.28x. Ever since we achieved an investment-grade rating for our debt in November 2021 and pivoted to increasing our capital return to shareholders, we have returned $3.248 billion to shareholders in September 30, 2023, by a combination of dividends and buybacks. In the current December quarter, we will use the adjusted free cash flow from the September quarter to target the amount of cash returned to shareholders. The adjusted free cash flow excludes a net $87.5 million that we collected from our customers for long-term supply assurance payments. These payments are refundable when first two commitments are fulfilled. The adjusted free cash flow for the September quarter was $454.3 million [ph]. We plan to return 77.5% or $352.1 million of that amount to our shareholders with the dividend expected to be approximately $237.5 million and the stock buyback expected to be approximately $114.6 million. Going forward, we plan to continue to increase free cash flow return to shareholders by 500 basis points every quarter until we reach 100% of adjusted free cash flow returned to shareholders. That will take 5 more quarters and dividends over time, we expect will represent approximately 50% of our cash returned. With that, operator, will you please poll for questions?
Operator:
[Operator Instructions] First question comes from the line of Toshiya Hari with Goldman Sachs.
Toshiya Hari:
I guess my first question is on the December quarter outlook. I think you gave a little bit of color by GEO but I was hoping you could provide a little bit of context by end market, if any of the end markets stand out [indiscernible] the downside or the upside? And is this mostly volume that's driving the sequential decline in revenue? Or are you starting to see pricing erode a little bit as well?
Ganesh Moorthy:
Sure. So firstly, there is no pricing that is driving the changes. It's all volume. The weakness is very broad-based across the different geographies, across the different end markets, with perhaps the one end market which continues to have reasonable resilience is aerospace and defense, as you might expect. But it's extremely broad-based at this point.
Toshiya Hari:
Got it. And then as my follow-up, maybe one for Eric on gross margin and I guess, utilization rates as well. How are your factories running today, both wafer processing and packaging and test? And as you continue to adjust to evolving demand environment, how should we see that impacting gross margins beyond the December quarter? How should we think about the trough?
Eric Bjornholt:
Okay. So on utilization, we have left the wafer fabs kind of reduced from where they were at the peak when they were running just full out and that has dropped modestly. We're still not in a situation where we are taking underutilization charges and that's not anticipated in the gross margin guidance that we've provided but they are running at lower levels and not as efficiently. On the assembly and test side, we definitely have reduced the activities in assembly and tests. We'd rather build the product through Dibang [ph] through the wafer fab and then have it ready when orders come in to be able to turn it quite quickly with short lead times to the assembly and test process. So the assembly and test is more kind of in line with where consumption is. We actually reduced finished goods last quarter and we'll continue to be very focused on that.
Operator:
And our next question comes from the line of Ambrish Srivastava with BMO.
Ambrish Srivastava:
Ganesh, you mentioned cancellations in your prepared remarks and I just wanted to get -- if you could provide us with a little bit more details around that. This is the first time you mentioned that. And so what percentage is it of your orders. And then for you, is just starting the year-over-year decline which is kind of a related second part question is the typical cycle, I don't know, 5 to 7 quarters, year-over-year decline. What's your sense of how long does the year-over-year decline last, given the programs you have in place. Now if you look back, clearly, you were over shipping over the last few quarters. So color on both would be very helpful.
Ganesh Moorthy:
So first of all, inside of 90 days, any orders that a customer has are cancelable. So that's our just standard tires. And then there are the longer-term non-cancelable orders that we have worked and we don't really work on cancellations there as much as rescheduling and pushing out where that backlog would be. A lot of the backlog that has been placed over the last many quarters were based on very long lead times and the conditions for the market for many of our customers have changed over that time. And so what they believe their businesses are going to do and what their businesses are doing today are a little bit different from when they place those orders. And that's where they're making adjustments to what they require. And if their run rates come down, then whatever units they have in inventory or they have placed on us are at a higher run rate than they really need. And that's what reflects some of the correction you're seeing to bring our shipments and the customer's inventory more on the line.
Ambrish Srivastava:
And then the period of year-over-year declines on a -- if you just compare it to the last few cycles?
Ganesh Moorthy:
Every cycle is different. I don't know about the year-over-year decline necessarily. But when you look at historically how cycles have played out. Typically, there's a 2-quarter, 3-quarter period of time over which the digestion of that inventory takes place. And upon that being completed, the consumption which is normally ahead of the shipments catch it back up and that's how the cycle gets reborn in what we have seen.
Operator:
Our next question comes from the line of Gary Mobley with Wells Fargo.
Gary Mobley:
You commented in your prepared remarks that you expect a further sequential decrease in the March quarter. And I would assume that, that would come with perhaps some lower gross margin attached to it. And that puts you pretty close to that 40% op margin threshold without any OpEx adjustments. So maybe you can just speak to whether or not that lower revenue comes with lower gross margin. And as well, what sort of measures you'd be willing to take to make OpEx adjustments.
Ganesh Moorthy:
So I think in any given quarter, as revenue declines, the operating margin had a very large change in revenue. It's not -- you can't draw a line and say, it will never fall below this line. We look at our operating margins on a trailing 12-month basis. That's what we've always had in terms of the data we've presented, the truck numbers that we have put out there. And we don't know exactly what the magnitude of what might take place in March is. But we're confident that if you look at a 4-quarter rolling or trailing 12 months, we will still be at that 40% trough as where we see it going.
Eric Bjornholt:
I guess I would add to that is what investors and analysts have seen from Microchip over time when we face these cycles is we are pretty nimble and we adjust our business appropriately to the environment, whether that's on the expense side or if we need to do something with utilization. And right now, we're continuing to run the factories at a pretty high level but lower than they were before. And OpEx, we have some weathers that we can pull depending on what business environment we're going to be facing in March and beyond.
Gary Mobley:
Okay. And the follow-up I want to ask about distribution inventory which was up sequentially. I know you don't really have a sense of how quickly they think is draining or the channel is draining [ph]. But maybe if you could just give us a sense of when you could get -- see that work down a bit?
Eric Bjornholt:
So in terms of timing, some of that's going to be based on what the distributors want to take in terms of inventory. And then obviously, what the end market consumption is going to be. So it's hard to forecast. Our distributors are tasked with having the right level of inventory in place to support their customers and we will work with them to achieve that level. And just like customers, some distributors need inventory and some distributors are over inventory that are going to work through that and it takes some time. So don't have a specific way to answer your question but I imagine over the next couple of quarters that distribution inventory will get more rightsized to whatever the distributors think is the best place for them to be.
Operator:
The next question comes from the line of Timothy Arcuri with UBS.
Timothy Arcuri:
[Indiscernible] made you a little different than your peers during the upturn was the PSP and your and CNRs. And the idea was that you don't just let customers push that out and push that out. But it does sound like that's actually what's happening. So are you sort of being a little more proactive about maybe cleaning that out and forcing them to come back and place new orders? And I'm just kind of wondering about the discussions that you're having with these customers that have been under these MCRs [ph].
Ganesh Moorthy:
So this is not the first quarter in which we have been doing that. We have mentioned that at prior calls as well. When customers are trying to place orders further out in time, they do the best they can and that conditions change. We will have discussions with them to see what we can do to help and what they can do to help us in terms of what future business is and any business relationship that's give and take. And of course, we have done a significant amount of push-outs to help them out.
Timothy Arcuri:
Okay. And then Eric, can you give us an idea of inside of December, how much of the guidance depends on turns?
Eric Bjornholt:
We do not break that out but it's a small number.
Timothy Arcuri:
Small number. Okay.
Eric Bjornholt:
Yes, I would say that we still have more backlog on our books in total than what would be typical for us but lead times down.
Operator:
And our next question comes from the line of Vivek Arya with Bank of America Securities.
Vivek Arya:
I had one on sales and one on gross margins. On the sales side, I think Ganesh mentioned that the March quarter could decline again. And I'm wondering if there is a conceptual way to size it? So let's say, if you assume that June and September have kind of been the peak of the cycle, you should be thinking, I don't know, 25% peak to trough that kind of smart sales down mid-single digit. Is that a reasonable way to think about -- just bigger picture, do you think 25% peak to trough is a reasonable expectation of decline in this cycle but what does history kind of tell us?
Ganesh Moorthy:
Like the history is all over the place. And so it's unclear for us to be able to give you -- and especially when we have low visibility into the March quarter and we have a fair amount of turns to take in the March quarter itself. The business hasn't gone away. The customers haven't gone away. The designs haven't gone away. So we know they're all there. It's now a matter of where is the macro telling our customers what their bills should be, where is their inventory at and where they will be building to as they go into the March and June quarters for themselves. But at 17.5% in the December quarter, I think this is probably one of the larger declines historically from Microchip than the first quarter of the global financial crisis. So you can see there's a pretty big chunk that is taking place here in the December quarter.
Vivek Arya:
Okay. On the gross margin side, I'm trying to get a sense of both the kind of the downside risk from here? And then whenever we get to back to kind of the revenue levels in the next cycle, will gross margins get back to prior levels? So on the downside, I think you're guiding gross margins down about 350 basis points. That's also below what we have seen in prior down cycles. Is there a way to think about what is the kind of the trough is potential level? I think, Eric, you mentioned you're still keeping utilization if I recall. So what happens if you have to start cutting them? So what's the downside risk? And then part B of that is, let's say we come back to these revenue levels sometimes, right? Over the next several quarters. Will gross margins get back to 68%? Or will it be different? Because the 68% right plus/minus was achieved during a period of very strong industry pricing and shortages.
Eric Bjornholt:
Yes. So there's a lot in that question and I wish I had a crystal ball to answer it specifically. But the bottom line is, as we -- as I said in my response before, we will adjust our operations based on the environment that we're faced with. And with needing quite a bit of turns in the March quarter at this point in time, with short lead times which again is not unusual but not something that we faced over the last couple of years, there is some uncertainty. But we have confidence in our business longer term. And the products that we build in our factories sell for years and years and years. So sometimes the offset between taking utilization down and then building the product and taking an inventory reserve charge for a period of time, those things can somewhat offset each other. So we'll evaluate that based on what we're facing when we get into March and beyond and adjust accordingly. But we fully expect our gross margins to stay strong. Yes, they are taking a drop this quarter but still exceptionally high gross margins. And I wouldn't expect a huge drop from where they're at. But again, that kind of depends on if the environment requires us to do something different. If there's something we aren't seeing at the moment, we'd evaluate that and share that with analysts and investors at that time. Ganesh, would you want to add anything at all of that?
Ganesh Moorthy:
I would say if the revenue was back at the levels that we can a, I see no reason why our gross margin would be back to the levels that we are at.
Operator:
And our next question comes from the line of Tore Svanberg with Stifel.
Tore Svanberg:
I know this is a tricky one that we talk about over shipping and undershipping. Do you have a sense for what the true consumption is of your business at this point on a quarterly or annual basis?
Ganesh Moorthy:
Hard question to come up with because our customer demand has also shifted over the last 6 months or so as they are trying to figure out where is the macro going and what is their real demand. And so I don't know if there's a clear number we could give you that says, this is what is consumption. But as we go through this correction, we believe we will be shipping under consumption but to what extent, I can't tell you.
Tore Svanberg:
That's fair. And then moving on to the operating margin and not to sort of like focus on the math here but when you position as a trailing 12 month, I mean 1 quarter could be as low as 25%, right? So I'm just trying to understand just conceptually with your OpEx, how much variability do you have if we continue to see sequential declines in revenues?
Eric Bjornholt:
So we have more flexibility in our OpEx compared to what we've guided the current quarter for. We are not ready to size that for the Street at this point in time. But as I said before, you guys have seen us work through cycles before. And if the cycle gives us something that's extreme to work with, we will take more measures in our business. That is not what we're hoping that we need to do but we do have levers that we can pull that we've pulled historically that if we're faced with a more difficult environment than we anticipate, OpEx can come down from what you're seeing here in our guidance for the current quarter.
Operator:
Our next question comes from the line of Joshua Buchalter with TD Cowen.
Joshua Buchalter:
I wanted to follow up on the utilization comments. So you mentioned matching utilizations to the business environment. But clearly, you're seeing weakness at your end customers. I guess what are the signals that would drive you to lower utilization? Like what are the -- what would you need to see? And then can you maybe expand a little bit more on the rationale behind keeping utilization high as you're trying to work through inventory, both on books and in the channel?
Eric Bjornholt:
I'll start and Ganesh and/or Steve can add to this. But again, our products have very, very long life cycles. If we were to cut utilization in the factories significantly, there is a large portion of the cost that you can't take out because of the very heavy fixed cost environment. And so the balance does it make sense to build the inventory, have that higher inventory, have it available to support your customers when the business environment turns positive which it will. And that's kind of how we're managing it right now. Now, you can obviously get to a point where that inventory is too high and it doesn't make sense and we don't think that we're in that position today but we have let fab utilization fall from where it was and we'll continue to monitor it on a really a weekly, monthly basis and make decisions as we go.
Ganesh Moorthy:
What I would add to it is ramping a fab after you take it down drastically, it takes time to get people hired, train, get the equipment and the remaining process work to be done takes time. So as we saw in 2021 and 2022, we put the foot on the accelerator but it took time to get the ramps going. So I think you want to be careful as you make some of those changes. And we are making small changes to get them to where we want to be. But because we have the good fortune of products with extremely long life cycles and all of the inventory is in good shape. And in fact, all that inventory allows us to do 2 great things. One, respond quickly when the business changes. And we know when it changes, it will change faster than we expect on the upside. And second, push the capital that is required to be deployed in order to generate those products further out in time. So I think it is a good asset utilization in terms of being able to be careful with how we take capacity down.
Joshua Buchalter:
I appreciate all the color there. And for my follow-up, I wanted to ask about pricing. I guess it's encouraging to hear pricing still hanging in but there's a big investor concern that it will roll over. Can you, I guess, provide some anecdotes or what do you think is allowing firmer pricing in past cycles, because that's what's allowing margins to hang in, I think, better than far given the top line but also a major concern for investors.
Ganesh Moorthy:
The pricing on our product line which are long design cycles, very sticky product lines. In past cycles, there's never been something that rolled over, nor are we thrown to trying to use price as a way to leverage any short-term demand change because it doesn't help in where we're going. So our cycles of experience with how we have handled other cycles for pricing, plus where we are and how we're navigating this cycle. We don't feel price is a place where change is expected to happen.
Operator:
Our next question comes from the line of William Stein with Truist Securities.
William Stein:
Great. Guys, I know you're only guiding a quarter but you made this comment on March, I think about a sequential decline. By my math, I think typical seasonality is down at least a couple of percentage points. And just to help us sensitize our models, would you anticipate another, as you called it last time, I think, amplified or magnified seasonality in Q1? Or do you think it's possible that we're more like a normal seasonal result?
Ganesh Moorthy:
Well, there's so little visibility that we can apply to any kind of intelligent answer at this point in time. We need to get further down the time to see how next quarter takes shape. And we're guiding to just one quarter -- the December quarter at this point in time. We've given you some directionally where our sense is for the March quarter but in terms of the magnitude, there's nothing that we can provide at this point that would be helpful.
William Stein:
Understood. I have a follow-up, if I can. I'm hoping you can size for us the amount of sales in the December quarter that you anticipate will be filled as part of the PSP program. And similarly, how much PSP backlog you have after December still on the books? It just seems to me with lead times at 13 weeks going to -- I think you said 8. It's hard to imagine customers are lining up for that still.
Ganesh Moorthy:
So you're right. PSP had a time when it was far more important for customers to be enrolled and to be taking advantage of that priority. As cycle times come down, there are fewer PSP orders that are needed for any customers. It's not that it's gone away. It's still there in a reasonable amount but it's typically the customers who are very long cycle in their design and very high value in their end products. Because quite honestly, there are many parts of the market that are concerned about what happens on the flip side of the cycle, whatever that is in the second half of '24, etcetera. So it's a customer choice. No customer has to use PSP unless they believe it provides them a tool. And we made adjustments to the program to give them more flexibility, have shorter amount of window of time, etcetera. And we'll continue to evolve the program. And if there's use for it, customers will take advantage of it. And if they want, if there isn't, then they won't.
Operator:
And our next question comes from the line of Chris Danely with Citi.
Chris Danely:
Question on the geos, I guess. So in terms of all these cancellations and pushouts in the forecast, have any geographies fared any better or worse as we're going through this correction?
Ganesh Moorthy:
No, because a lot of our customers can be in multiple geographies can be headquartered in the U.S. but manufacturing in a different geography. And so the intensity or the requirements for push out and help is -- has no geographic signal that would be different.
Chris Danely:
Okay. Yes, I know you said North America was flattish in the previous quarter. I was wondering if anything was still holding up or worse. As my follow-up, so we've seen some of these internal China OEMs finally start to do their own analog or mixed signal chips. BYD doing their own BMS solution is one of them. And it seems like they don't really care about quality or cost or what have you. Can you give us a sense if you know of roughly how much of your business goes to domestic China? And do you see any risk that the non-China MCU business could kind of issues with this?
Ganesh Moorthy:
So the proportion of what goes into China for China of a broad-based product line, I would say it's probably under 5-ish percent or in that range. I don't have an exact number, so don't hold me to that. The difference is that, this is not new that we have competition in China. The business is extremely fragmented. There's hundreds thousands customers and applications that are there. And so even previously, we would have had some designs where somebody didn't care about quality or didn't care about something else and said I'm just going to use this. And that's not unusual in where it happened. So it is something we are paying attention to but not something which is creating a dramatic change in the business itself.
Operator:
Our next question comes from the line of Christopher Rolland with SIG.
Christopher Rolland:
Can you guys talk about or give us a rough idea of what percent of bookings coming into any of these quarters are being pushed out each quarter? And is that representative basically of the December sequential drop that we're getting here? As you guys mentioned, like that you really didn't have any turns business into the quarter. And I think December has traditionally been somewhat flat. And are these levels of pushouts, are they increasing progressively as we move along here?
Ganesh Moorthy:
So let me start and then Eric might want to chime in here as well. So firstly, new bookings are not the place where people are trying to push things out, because if they are new bookings within the last 3 to 6 months of time, those are with much more informed sense for demand, supply market, etcetera. A lot of the pushout requests for backlog that was placed 9, 12 or longer months where, as time has gone on, the need as they perceive this when they place the orders and the need as they see it today when they are facing the reality of what the markets have changed to, are different. So new bookings actually are in far better shape just because they are much more informed about current market conditions.
Eric Bjornholt:
Right. Well, I guess what I would add to that is those new bookings have been pretty modest that have been coming in, right? So bookings have been lower. We don't break out a book-to-bill but bookings have been low. And the bottom line is, I think it's very difficult for customers to know what they need, particularly with those orders as Ganesh was saying they were placed 9 or 12 months ago. But we have had certain instances where customers have actually asked for a pushout and then the next month, they're coming back to us and asking for us to pull it in. So I think it's just a very uncertain environment at the customer level and obviously, that causes some churn on our backlog and the request that we get for push out activity.
Ganesh Moorthy:
And they have a benefit today of knowing that supply is readily available, that lead times are short and they are taking advantage of that which would make sense.
Christopher Rolland:
Yes, I think that's a great tie-in maybe to my next question. I guess with hindsight, how do you guys evaluate instituting that 12-month PSP was that a good thing, a bad thing? Would you do it again? And if so, were there any changes you would make?
Ganesh Moorthy:
It's a question we ask ourself all the time. But I think you also have to look at not 12 months as a stand-alone piece of information, right? It is what were the lead times. So even if -- when lead times are 52 weeks, you really can't offer somebody something inside of that because there isn't -- all the capacity within that window is already consumed. So like all programs, they have to be designed with a sense of the information at a given point in time and they have to evolve as that information changes. And so even on PSP, right, it used to be 12 months. Today, 6 months. We made that change several months ago. The flexibilities, etcetera, around or have changed. And each program is designed to create a customer solution. And that solution has to be sensitive to what problem we're trying to solve at a given point in time. PSP was a fantastic program for '21 and '22 and parts of '23 when there was very long lead times, then the customers who participated got the most benefit from there. Today, it has less value when cycle -- when lead times come down dramatically and for other than a small set of customers, it is not as important to provide that much visibility.
Eric Bjornholt:
Yes. And I've said this to investors time and time again that if we had not had PSP, I am confident that our backlog would have been higher but we wouldn't have known what was good backlog and what was bad backlog and we would have made the wrong decisions in terms of foundry orders that we made, capital equipment that we are putting in place. And so the PSP program was designed in a way where we were trying to service customers in a very long lead time environment where we were capacity constrained and give the customer an option to do that but then have skin in the game also where just not all that risk sell on Microchip. So there's a lot of good things that came with PSP. Obviously, when the cycle changes, customers can feel differently about the backlog that they place than they did when they placed the order but there were a lot of happy customers that we serve us well because of the program.
Christopher Rolland:
Makes sense.
Operator:
Our next question comes from the line of Chris Caso with Wolfe Research.
Chris Caso:
The question is on the cash return program and the buybacks and understand that the program is really meant to be formulaic. But the question is, is there any flexibility within that program to be more opportunistic at times like these? And obviously, you guys are still generating a good amount of cash but taking advantage when the downturn in the stock is down, have you contemplated that?
Ganesh Moorthy:
Let me get it kicked off and I think Steve might want to weigh in here as well. So the program is something that the Board looks at on a constant basis. And there is nothing that would prevent us from doing something which is opportunistic for the right reasons, if the Board believes that's the right action for us. Steve, do you want to add to that?
Steve Sanghi:
So while the main body of the program is formulaic, where we are increasing the cash return to shareholders by 500 basis points [ph] every quarter and increasing our dividend by about 7% or so every quarter and the remaining amount becomes the stock buyback, the program doesn't prohibit us from taking advantage of the environment where start gets into a severe downdraft for any reason. We can certainly have the cash resources on our credit line and all that to the forward buy the stock from the following quarter and then buy less than the following quarter. So we didn't stop us from doing that. We have not done that so far. I think stocks has been kind of reasonably constant in the range of between $70 and $90 but if there was to be a substantial opportunity at a lower stock price which was to emerge for any reason, then Microchip has the flexibility to do anything we wanted to do.
Ganesh Moorthy:
And of course, we have the headroom and what's the approved buyback. There's over $2 billion of headroom available there and we have the headroom in our line of credit.
Chris Caso:
Got it. That's helpful. As a follow-up, I just want to return to gross margin and the utilization. And I guess asking perhaps some of the questions that have been answered in a different way. Is there a particular level of inventory that would make you uncomfortable that would cause you to reduce the utilization? And I guess part of this depends upon somewhat the duration of the downturn, how long the downturn should last?
Eric Bjornholt:
I think that's a key point to look at there because if you're looking at your inventory on a backward-looking basis or current quarter type basis and what that drives but you have confidence that 2 quarters, 3 quarters, 4 quarters, 6 quarters, whatever out in time that the business is going to go back and exceed prior highs, you're going to take a different action than if you think the business is in decline mode or in stagnant mode. So those are all the things that we need to evaluate when determining how we're going to run our factories and what's the right position for the inventory. And we've got our position today. And as I've said, we'll continue to evaluate that based on the environment that we see in front of us.
Operator:
And our next question comes from the line of Vijay Rakesh with Mizuho.
Vijay Rakesh:
I was just wondering, is there like a target inventory level that you want to maintain? Or on the flip side of that is at what point do you start to [indiscernible] back utilization this?
Eric Bjornholt:
So our target levels that we said at our Analyst and Investor Day back in November of 2021 was 130 to 150 days. We are obviously above those levels today and there's reasons for that. And I think some of your question I responded to in response to the credit question. So we're not uncomfortable with where the inventory is today, we're going to watch it closely depending on the environment and then it's going to be what the outlook is in terms of are we comfortable continuing to run the fabs at the levels that they're running at today or if we need to do something different. Not at that point today where we're going to do something different. Yes, inventory is above our target levels but I think we're managing it appropriately and we'll continue to do so.
Ganesh Moorthy:
I would add that in steady state is where the 130 to 150 is where we want to be. If you look back at the last cycle, I think we were down like 108, 109 days and -- that was what it was in the place where demand was so high was depleting our inventory. Today, we're at 167, 10 days of that are really last time buys. So you take that out, we're around 157. So we're not dramatically outside of the steady-state range that we would need to be.
Vijay Rakesh:
Got it. No, the reason I ask is because the revenues [indiscernible] are down, the DOI might spike -- got it. And then as you look at the market conditions, can you talk to where the inventory levels are trending? And does that prompt -- are you seeing any pushback on pricing in the supply chain as supply comes on or has demand conditions soften a bit, if you can give some color on that?
Ganesh Moorthy:
So firstly, we don't -- at our distributors, we have view into the inventory we have. At our customers, we use their requests for pushouts and all that as a proxy for understanding it. But customers have many business units, many product lines and they could be and certain product lines wanting to push out and other ones, they want to pull in. So it's all over the place. And there was a second part of your question.
Eric Bjornholt:
Pricing. Wasn't quite sure if that was a customer pricing or a supplier pricing? Is it supply chain pricing or are customer pricing that you're asking about?
Vijay Rakesh:
Your customer pricing in terms of -- as the market conditions change, as the supply improves, if inventory levels go up, is that now becoming a part of the discussion?
Ganesh Moorthy:
All the purchasing managers are going to ask for a lower price in an environment that is softer. But these are products where the price elasticity isn't there where somehow if we put a lower price, we get more different this quarter or next quarter, etcetera. These are long design cycles. Prices have stepped 18, 24 or 36 [indiscernible] was at the point of designing and we will be competitive at the point where we do the design business. Business itself in the short term is not affected by the pricing.
Operator:
Our next question comes from the line of Harlan Sur with JPMorgan.
Harlan Sur:
Maybe another one on just the inventories. Last quarter, you talked about the lower-than-expected sell-through in China which was largely responsible for the rising channel inventories in June? Or do I think days increased, I think it was 5 days back in June, days increased another 6 days here in the September quarter. Was this primarily continued disti [ph] sell-through weakness in China? Or was the pickup more pronounced in other geographies?
Eric Bjornholt:
I'd say that [indiscernible] sell-through was not strong in any geography. So we did not see any significant improvement in distribution sell-through So...
Ganesh Moorthy:
And China has continued to be weak. We have not seen the level of improvement we expected out of China and there's plenty of news information about what's happening from an economy standpoint here.
Harlan Sur:
Ganesh, you talked about the relative strength in aerospace and defense. You've -- your data center and compute franchise, I think probably now it's about 20% [ph] of your business. Mix demand trends here as well but you guys are exposed to some of the stronger areas like accelerated compute? How is this end market trending for the team?
Ganesh Moorthy:
So I think on data center, I think the last breakout there was about 17% or so in that range. But there are many subsegments that go into it. We clearly have a tailwind on anything and everything that goes into the artificial intelligence and the generative AI space, etcetera. But in terms of the volume that, that drives and the dollars that it drives, while it is meaningful, it's not big enough to offset some of the other weakness we have in other parts of data set.
Operator:
Our next question comes from the line of Joe Moore with Morgan Stanley.
Joe Moore:
Ganesh, you talked about every cycle being different in this cycle in the upturn, it seemed like the shortages were more severe. You did see prices go up more on a like-for-like basis and your margins got higher than we've seen before. So I guess as you think about the downturn, is that going to reverse? Or do you have a situation where there's more awareness of the supply chain people want to hold more inventory because of the intensity of the shortages? Can you just tell us like how the strength in the last couple of years might portend for the next couple of quarters?
Ganesh Moorthy:
I think different customers have different levels of strategic versus tactical thinking. Last night, I have been with the CEO of one of our largest customers and extremely thoughtful about not just the next one quarter but about the next 3, 4 years of time and how they want to plan for it. I've also had similar discussions with people who were for 2 or 3 years suffering for with lack of product and all of a sudden they've forgotten about all the things that they need to be able to do. So it's all over the place and it really depends on what the pressure they're under. But for the most part, what we see is our customers or our customers' customers in many cases, who are people who build many of the high-value systems are much more thoughtful about how a small piece of the bill of material is not where they need to be able to make a saving, while they have substantial value that they're trying to create at the overall system. So there's no single answer because we serve 100,000 customers. It's all over the place. But without a doubt, short lead times are giving them more flexibility in terms of what are they trying to place on us and how much time do they need to give us in many cases.
Operator:
And our next question will come again from the line of Ambrish Srivastava with BMO.
Ambrish Srivastava:
With a follow-up. I had a quick one for you, Eric. What's the target days of inventory for distributors?
Eric Bjornholt:
So we don't really have a target. It's been all over the place historically. It's been as low as 17 days and it's been as high as, I think, is 47 in our history and probably as high as 41 over the last maybe 10, 12 years. So it's a broad range. And ultimately, it's the distributor's decision on the product that they purchase and how they support their customers. And obviously, they need a certain amount of inventory to effectively serve their customer base. And if they don't hold that inventory, the end customer will find another channel buy that product through. So we don't drive it to a certain number of days. I would not be surprised in the current environment that distributors with interest rates where they are, if they try to take their inventory down to some degree. But where that goes to, it's very hard for us to predict.
Ganesh Moorthy:
If I can add to the distributor business over time has also changed. They do the warehousing services for many OEMs, where they actually carry in pipeline inventory for them. So they have programs that are not the traditional distribution where they are carrying the product and the turns rate is not the same when they are pipelining for very large OEMs. So inventory, as Eric said, something that each distributor has a model for what they're trying to accomplish and what they want and what they need is where they end up at.
Ambrish Srivastava:
And your business has changed a lot also over the years, you have airspace. It depends what you don't have several years ago. So that's why I was asking. And I think you gave a helpful answer a little bit on the target of inventory days, Ganesh, that depend is also you're carrying at the end of life. So you're not that far out of the range on where you are versus your target shared at the Analyst Day.
Operator:
Ladies and gentlemen, there are no further questions at this time. I'd like to hand the call back to management for closing remarks.
Ganesh Moorthy:
Okay. I want to thank everybody for participating in the call today. And we do have many events that we will be at during the course of this quarter and we look forward to talking to you more at those events. Thank you.
Operator:
This concludes today's conference. You may now disconnect your lines.
Operator:
Welcome to the First Quarter Fiscal 2024 Conference Call. I will now turn the call over to today’s host Eric Bjornholt, Chief Financial Officer of Microchip. You may begin.
Eric Bjornholt:
Good afternoon everybody. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today, as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Ganesh Moorthy, Microchip's President and CEO; Steve Sanghi, Microchip's Executive Chair; and Sajid Daudi, Microchip's Head of Investor Relations. I will comment on our first quarter fiscal year 2024 financial performance. Ganesh will then provide commentary on our results and discuss the current business environment as well as our guidance, and Steve will provide an update on our cash return strategy. We will then be available to respond specific investor and analyst questions. We are including information in our press release and on this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com and included reconciliation information in our earnings press release, which we believe you will find useful when comparing our GAAP and non-GAAP results. We have also posted a summary of our outstanding debt and our leverage metrics on our website. I will now go through some of our operating results including net sales, gross margin and operating expenses. Other than net sales, I will be referring to these results on a non-GAAP basis, which is based on expenses prior to the effects of our acquisition activities, share based compensation and certain other adjustments that are described in our earnings press release and in the reconciliation on our website. Net sales in the June quarter were $2.289 billion, which was up to 2.5% sequentially. We have posted a summary of our net sales by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were a record at 68.4%, operating expenses were at 20.3% and operating income was a record 48.1%. Non-GAAP net income was $905.3 million and Non-GAAP earnings per share on a diluted basis was a record $1.64. On a GAAP basis in the June quarter gross margins were a record at 68.1%. Total operating expenses were $655.3 million and included acquisition and tangible amortization of a $151.5 million, special charges of $1.7 million, share bases compensation of $37.7 million and a benefit of $0.4 million for other matters. GAAP net income was a record $666.4 million, resulting in a record $1.21 in per diluted share. Our non-GAAP cash tax rate was 14.2% in the June quarter. Our non-GAAP tax rate for fiscal year 2024 is expected to be about 14%, which is exclusive of the transition tax and any tax audit settlements related to taxes accrued in prior fiscal years. Our fiscal ‘24 cash tax rate is expected to be higher than our fiscal ‘23 tax rate for a variety of factors, including lower availability of tax attributes, such as net operating losses, tax credits, lower tax depreciation and our expectation for lower capital expenditures in the U.S. in fiscal ’24, as well as the impact of current tax rules requiring the capitalization of R&D expenses for tax purposes. We are still hopeful that the tax rules requiring companies to capitalize R&D expenses will be pushed out or repealed. If that were to happen, we would anticipate about a 200 basis point favorable adjustment to Microchips, non-GAAP tax rate in future periods. Our inventory balance at June 30, 2023 was $1.336 billion. We had 167 days of inventory at the end of the June quarter, which was down two days from the prior quarter's level. Although we reduced inventory days in the quarter, we were not able to make as much progress as we would have liked to, as we accommodated requests by customers to push out delivery schedules for products that were very far through the manufacturing process. We also continue to invest in building inventory for products with long lives and high margins, whose manufacturing capacity is being end of life by our supply chain partners, and these last-time buys represented eight days of inventory at the end of June. We expect dollars and days of inventory on our balance sheet to reduce in the September quarter. Inventory at our distributors in the March quarter – excuse me, in the June quarter was at 29 days, which was up five days from the prior quarter's level. Compared to our other regions, inventory at our Asia distributors grew the most in the quarter, as sell-through activity was down significantly on a sequential basis in this region, heavily driven by unfavorable business conditions in China. Our cash flow from operating activities was $993.2 million in the June quarter. Included in our cash flow from operating activities was $106.1 million of long-term supply assurance receipts from customers. We have adjusted these items out of our free cash flow to determine the adjusted free cash flow that we will return to shareholders through dividends and share repurchases, as these supply assurance payments will be refundable over time, as purchase commitments are fulfilled. Our adjusted free cash flow was $776 million in the June quarter. As of June 30, our consolidated cash and total investment position was $271.2 million. We paid down $413 million of total debt in the June quarter, and our net debt was reduced by $450.2 million. Over the last 24 quarters, since we closed the Microsemi acquisition, and incurred over $8 billion in debt to do so, we have paid down $6.76 billion of debt and continue to allocate substantially all of our excess cash beyond dividends and stock buyback to bring down this debt. In the June quarter, we retired $1 billion in bonds that matured using our line of credit to do so. Our line of credit had $725 million of borrowings against it at June 30, 2023, after paying off the $1 billion in bonds. During the June quarter we also retired $38 million of total principal amounts of our 2025, 2027 and 2037 convertible bonds for a total cash payment of $90.1 million. The amount paid above the principal amount essentially works like a synthetic stock buyback, reducing any current and future share count dilution that will result if these convertible bonds were ever converted into shares. The over $50 million we paid above the par value for the convertible bonds was in addition to our normal share buyback activity that we executed during the quarter, resulting in an additional reduction in the dilutive shares outstanding. Our adjusted EBITDA in the June quarter was a record at $1.172 billion and 51.2% of net sales. Our trailing 12-month adjusted EBITDA was also a record at $4.473 billion. Our net debt to adjusted EBITDA was $1.29 at June 30, 2023, down from $1.45 at March 31, 2023, and down from $2.05 at June 30, 2022. Capital expenditures were $111.1 million in the June quarter. Our expectation for capital expenditures for fiscal year 2024 is between $300 million and $400 million, as we still have a lot of equipment that was ordered with long lead times that we will be receiving over the next year. We expect that our capital investments will continue to provide us with increased control over our production during periods of industry-wide constraints. Depreciation expense in the June quarter was $50.5 million. I will now turn it over to Ganesh, to give his comments on the performance of the business in the June quarter, as well as our guidance for the September quarter. Ganesh?
Ganesh Moorthy :
Thank you, Eric, and good afternoon everyone. Our June quarter results were strong in the context of a slowing macro environment, marked by our continued disciplined execution, as well as our resilient end markets and diversified customer base. Net sales grew 2.5% sequentially and 16.6% on a year-over-year basis to achieve another all-time record of $2.29 billion. The June quarter represented our 11th consecutive quarter of sequential revenue growth. Non-GAAP gross and operating margins were both records at 68.4% and 48.1% respectively. Our consolidated non-GAAP diluted earnings per share was $1.64 per share, another record by a whisker and up 19.7% from the year-ago quarter. Adjusted EBITDA was a record 51.2% of net sales and adjusted free cash flow was 33.9% of net sales in the June quarter, continuing to demonstrate the robust cash generation characteristics of our business. Our net leverage exiting June dropped to 1.29x. We returned $349.2 million to shareholders in dividends and share repurchases in the June quarter, representing 67.5% of our March quarter adjusted free cash flow. Our capital return to shareholders in the September quarter will increase to 72.5% of our June quarter adjusted free cash flow, as we continue on our path to return 100% of our adjusted free cash flow to shareholders by the March quarter of calendar year 2025. My profuse thanks to all our stakeholders who enabled us to achieve these outstanding results despite the increasingly challenging macro environment, and especially to the worldwide Microchip team whose tireless efforts and agility to adapt are what enable us to navigate effectively through the business cycles. Taking a look at our June quarter net sales from a product line perspective, our mixed signal microcontroller net sales set another all-time record, coming in sequentially up 0.8% in the June quarter and up 22.5% on a year-over-year basis. Our analog net sales also set another all-time record, coming in sequentially up 2.5% in the June quarter and up 9.2% on a year-over-year basis. Our FPGA net sales, which we comment on from time-to-time, had another record quarter with annualized revenue growth continuing to be in the double digits. Now for some color on the June quarter. While our overall business remains steady, our customers continue to feel the effects of slowing economic activity and increasing business uncertainty. Starting in early June, we saw business conditions deteriorate in three areas. First, our China business was much weaker than our expectations and has not recovered from the shutdowns of last year and the Lunar New Year holidays in the March quarter. This manifested in weak sell-through activity and the building of inventory in the distribution channel in China. Second, we started to see initial signs of weakness and uncertainty in the automotive and industrial segments, reflecting the impact of high inflation and high interest rates driving more cautious spending. And third, we are seeing early signs of an impending slowdown in Europe, exacerbated by some of our European customers being dependent on exports to countries like China, whereas we know that the business environment is much weaker than expected. As a result, we continue to receive requests to push out or cancel backlog as customers start to rebalance their inventory in light of the weaker business conditions and increased uncertainty they were experiencing. We were able to push out meaningful amounts of non-reschedulable backlog to later quarters to help many customers with inventory positions. While the rate of cancellation and push-out requests appears to be stabilizing, we expect request to push out or cancel backlog will likely be with us through the rest of calendar 2023, as customers adjust to their new demand environment and attempt to de-risk their inventory position commensurately. We are also seeing an increasing direct and indirect impact from the cumulative effect of U.S. export control actions, especially in China. These actions were less of an issue over the last few quarters when demand was significantly higher than supply, but are more of an issue now as demand and supply come more into balance. Despite all the factors mentioned so far, in the June quarter we were able to reverse the growth in days of inventory on our balance sheet, with inventory dropping by two days to 167 days, of which, eight days of inventory were from an investment in last-time buys of high-margin, long-lived products whose manufacturing capacity was being end of life by our supply chain. Reflecting the slowing macro-environment, especially in China, our channel inventory grew by 5 days to 29 days. We continue to take actions to further reduce the days of inventory on our balance sheet, while maintaining absorption in our internal wafer fabrication factories. We're also working with our channel partners to find the right balance of inventory required to serve customers and to be positioned for an eventual strengthening of business conditions. Finally, while our overall inventory is still a bit higher than our target, we made excellent progress to position our inventory at the best locations in manufacturing to be able to rapidly respond to demand growth when the macro environment strengthens. Consistent with the slowing macro environment and the higher than target level of inventory on our balance sheet, as well as with some of our customers and channel partners, most of our internal factory expansion actions remain paused. This we expect will result in lower capital investments in fiscal year ‘24 and fiscal year ‘25. During a period of macro weakness and business uncertainty, we believe shorter lead times are the best way to help customers navigate the environment successfully, and improve the quality of backlog placed on us. We have been able to reduce average lead time from roughly 52 weeks at the start of 2023 to roughly 26 weeks by the end of the June quarter, and we expect to continue to drive lead times down farther in the coming months. We have heard concerns from some of the investment community about falling lead times, because it results in lower backlog. While this is often true, we believe the level of backlog does not equate to true end market consumption. And in the final analysis, shorter lead times enable our customers and Microchip to navigate an uncertain environment with agility and more effectively. So now let's get into the guidance for the September quarter. Although our backlog for the September quarter is strong, we are continuing to take active steps to help customers with inventory positions to push out their backlog. Taking all the factors we have discussed on the call today into consideration, we expect our net sales for the September quarter to be between up 1% and down 3% sequentially. At the midpoint of our net sales guidance for the September quarter, our year-over-year growth for the quarter would be 9.3%. We expect our non-GAAP gross margin to be between 68.3% and 68.5% of sales. We expect non-GAAP operating expenses to be between 20.1% and 20.5% of sales. We expect non-GAAP operating profit to be between 47.8% and 48.4% of sales and we expect our non-GAAP diluted earnings per share to be between $1.60 and $1.64. At the midpoint of our non-GAAP earnings per share guidance, our year-over-year growth for the September quarter would be 11% despite a much higher tax rate than the year-ago quarter. As supply and demand come into balance, we expect normal seasonality to return to our business. Historically, the December quarter has been our seasonally weakest quarter. This year, we expect that our normal seasonality in the December quarter will likely be amplified by the macro weakness and business uncertainty that our customers are experiencing. As a result, we anticipate further business headwinds in the December quarter. However, notwithstanding any near-term macro weakness, we are confident that semiconductors remain the engine of innovation for the markets and applications we serve. Our focus on total system solutions and key market megatrends continues to fuel strong design momentum, which we expect will drive above-market long-term growth. Finally, as you can see from our June quarter results and our September quarter guidance, our Microchip 3.0 strategy which we launched 21 months ago, continues to be the foundation of our results, as we continue to build and improve what we believe is one of the most diversified, defensible, high-growth, high-margin, high-cash generating businesses in the semiconductor industry. However, we recognize that we operate in a cyclical industry and that we're not immune to the business cycles. If you review Microchip's peak to trough performance through the business cycles over the last 15-plus years, which is included in the investor presentation posted on our website, you will observe our robust and consistent cash-generation, gross margin and operating margin results. Although we don't know what exactly the future holds, if we were to experience a semiconductor inventory correction like what the industry has seen in the past, we are highly confident that our non-GAAP operating margins would remain well above 40%, and we expect our cash-generation, non-GAAP gross margin, and non-GAAP operating margin to once again demonstrate consistency and resiliency through the cycle. And with that, let me pass the baton to Steve to talk more about our cash return to shareholders. Steve.
Steve Sanghi:
Thank you, Ganesh, and good afternoon everyone. I would like to reflect on our financial results announced today and provide you further updates on our cash return strategy. Reflective on our financial results, I continue to be very proud of all employees of Microchip that have delivered another exceptional quarter while making new records in many respects, namely record net sales, record non-GAAP gross margin percentage, record non-GAAP operating margin percentage, record non-GAAP EPS and record adjusted EBITDA, and all of that in a continuing challenging environment. The Board of Directors announced an increase in the dividend of 36.2% from the year ago quarter to $0.41 per share. During the last quarter we purchased $140.3 million of our stock in the open market. We also paid out $208.9 million in dividends, thus the total cash return was $349.2 million. This amount was 67.5% of our actual adjusted free cash flow of $517.3 million during the March 2023 quarter. Our pay down of debt, as well as record adjusted EBITDA, drove down a net leverage at the end of June 2023 quarter to 1.29x from 2.05x at the end of June 2022. Ever since we achieved an investment great rating for our debt in November 2021 and pivoted to increasing our capital return to shareholders, we have returned $2.686 billion to shareholders through June 30, 2023 by a combination of dividends and stock buybacks. In the current September quarter we will use the adjusted free cash flow from the June quarter to target the cash returned to shareholders. The adjusted free cash flow excludes a net $106.1 million that we collected from our customers for long-term supply assurance payments. These payments are refundable when purchase commitments are fulfilled. The adjusted free cash flow for the June quarter was $776 million. We plan to return 72.5% or $562.6 million of that amount to our shareholders with the dividend expected to be approximately $223 million and the stock buyback expected to be approximately $339.6 million. Going forward, we plan to continue to increase free cash flow return to shareholders by 500 basis points every quarter until we reach 100% of our adjusted free cash flow return to shareholders. This will take six more quarters, and dividends over time we expect will represent approximately 50% of our cash returned. With that operator will you please poll for questions?
Operator:
[Operator Instructions]. Our first question is going to come from Tore Svanberg with Stifel. Your line is open.
Tore Svanberg:
Yes, thank you. I was hoping you could talk a little bit more about your orders. I mean up backlog and the backlog that will make sense, but I was just wondering if you could update us on orders especially by region, and are you seeing any sort of signs of life at all from China, because obviously they are trying to stimulate the economy and just wondering if you’ve seen any data points there at all.
Ganesh Moorthy:
I think going through the month of July, we have not yet seen China recover. There are discussions I understand about things they may do in the rest of this quarter, those have to be seen. So I don't have anything more to add with respect to China. Our bookings have been weak. We do expect in time that those will begin to strengthen. There is still a lot of backlog that we are carrying and we are pushing out backlog. So there is not an immediate requirement for bookings to spring back to where they used to be.
Tore Svanberg:
Perfect. Thank you.
Ganesh Moorthy:
You’re welcome.
Eric Bjornholt:
Maybe I can just add to that. You know bookings are a reflection of where lead times are and with lead times coming down, the customers just aren't viewing that they need to put the backlog in place, because our lead times are falling pretty rapidly.
Tore Svanberg:
Make sense. Thank you, Eric.
Operator:
Our next question is going to come from Vijay Rakesh with Mizuho. Your line is open.
Vijay Rakesh :
Yes, hi. Just a quick question. I was wondering, when you look at your supply chain, where are you seeing any – what are you seeing on the pricing side if you were to look at China or just globally?
Ganesh Moorthy:
You know, supply chains are stable in most places where we buy wafers from, where we buy some of our assembly and test services from. Clearly, on some of the materials, there may have been some movement in certain cases. I don't think we track it at the level that perhaps you may be interested in. But I would say supply chains are stable, lead times have come down, we’re able to get what we need.
Vijay Rakesh :
Got it. And in general, if you look at trends as you look out on the pricing side, any thoughts you could share? I mean, what has been trends and what have you seen in the last two, three years and how you see that going forward, I guess. That's it, thanks a lot.
Ganesh Moorthy:
In our business, for the embedded solutions business, pricing tends to be a lot more stable. Pricing is something you establish at the point of doing your new design and activity, not at the point at which you're fulfilling demand that's coming in. And outside of the last two years where there was significant inflation that we faced and that we passed on to our customers, pricing is usually relatively stable over time. We're not looking to reduce pricing or to increase pricing. And as we go forward, I don't expect that it's going to change in the way that our business runs.
Vijay Rakesh :
All right, thank you.
Eric Bjornholt:
You’re welcome.
Operator:
Our next question is going to come from Vivek Arya with Bank of America Securities. You're in line as open.
Vivek Arya :
Thanks for taking my question. Sort of a multi-part, but related Ganesh. When I look at the September quarter outlook, it's kind of flattish, even though you're describing the situation at getting somewhat tougher. And then as I look out to the December quarter, I think you mentioned it could be worse than seasonal. But even with the headwinds, do you see a scenario where Microchip could continue to grow year-on-year or you think we should be thinking about, the first quarter of year-on-year declines. And if they were to, right, decline year-on-year, what would be the effect on gross margins?
Ganesh Moorthy:
We haven't modeled what the December quarter nor are we guiding to what the December quarter is going to be. There are a range of scenarios that we are working with, and I don't really have any more color to offer on it. With respect to the gross margins, as we have said many times, we have a pretty strong resilience to the way the gross margin works. If you look at our inside-outside mix, we still have a 60% outside mix. We are continuing to run our fact, where for absorption purposes we are building the product that we need to build and building some inventory. So really, I'm not trying to provide any guidance for December that you might have, but you're absolutely right. We are expecting that the December quarter is going to be weaker than normal seasonality.
Vivek Arya :
Thank you.
Operator:
Our next question is going to come from Ambrish Srivastava with BMO Capital Markets. Your line is open.
Ambrish Srivastava :
Hi. Thank you very much. I wanted to ask about automotive and industrial. Industrial has weakened for some of the competitors for quite a few quarters, and auto's continues to be strong, you know more or less, although the growth rate seems to be descending. What's your take on having these for several cycles? We just started here and lead times on our contracting. So how many quarters do you think the weakness in auto, and to that matter industry for your business we should expect loss?
Ganesh Moorthy:
You know, it's very difficult for me to answer that question. There is that question of, which part of this is just inventory digestion that's taking place. And how much of it is consumption changes and how consumptions changes might change? So just using China as the example, China consumption was weak or weaker than anyone expected in the June quarter. Now, how does it come back in the September or December quarters is anybody's guess and where it's at. So I don't have a clear view of how long does automotive or industrial stay weak. We've gone through many cycles. They don't last forever obviously, and there are some typical cycles you can look back on and see how they perform.
Ambrish Srivastava :
Well, it's true. I just had a quick follow-up, Ganesh. I'm struggling with the R part of the NCNRs. What's the learning here? Has it allowed you to reduce the volatility that usually used to occur when we were going into a downturn, because you keep rescheduling these. I shouldn't say keep. A couple of quarters you rescheduled these, and you expect another reschedule next quarter. What's the right way investors should think about this? Because we've seen NCNRs by many companies improve, and so I don't know what's the learning from this.
A - Ganesh Moorthy:
Well, the purpose of the NCNR was to get a mutual commitment of investment we were going to make and benefit a customer was going to get. It's based on a set of assumptions about where business is going to go, and I think as lead times go farther and farther out, everybody's visibility gets to be less clear. And the vast majority of the customers who were part of the NCNR programs have been extremely happy with what they were able to get in an extremely different environment in 2021 and 2022. You know, no program is perfect. I believe that our programs have had substantially more benefit than issues with them. We are at a point of the cycle where the demand curve has changed, and as that demand curve changes, we have to adjust. And by the way, the same demand curve will change again as we go into 2024. So I think we have to look beyond the short-term view of where this all ends up and look at how do these programs provide mutual benefit in the medium to long term.
Ambrish Srivastava :
Makes sense. Thank you.
A - Ganesh Moorthy:
You're welcome.
Operator:
[Operator Instructions] Our next question is going to come from Joe Moore with Morgan Stanley, your line is open.
Joe Moore :
Great. Thank you, guys. I guess you're describing an environment in which you're seeing weakness in multiple regions, weakness in multiple end markets, and you're characterizing that as kind of early signs of that, and yet you're only guiding down 1% quarter-on-quarter. So I guess its like, do you have a level of demand that's lower than this? I mean, you have a lot of backlog right now. What happens as that backlog runs out. Can you just give us a sense for what type of drawdown we might be looking at over the course of the next few quarters? Just anything qualitative you can help, so that would be great.
A - Ganesh Moorthy:
We’re calling it as we see it. We've given you a guidance for September quarter that brackets between plus one and minus three, and that reflects what we see today in our backlog and what we see in the tone of the business. We're giving you a sense that the December quarter is going to be seasonally weaker than normal. And again, it has a number of puts and takes that could go into it. I don't know what more I can say, Joe. It's the best that we're able to peer into the future and provide some insight as to where we think business is going.
Joe Moore :
I can appreciate that. Thank you. And then, in terms of the 40% operating margin, can you give us a sense for what the parameters are of that? Like how much – you know, is that kind of a normal revenue weakness that you might have seen two or three years ago? Could you still do a north of 40% if it's worse than that? Can you just give us a sense for your confidence in the durability of that number?
Ganesh Moorthy:
Our confidence is pretty high. We have looked at a number of scenarios. We've looked at how other cycles have gone, and I think we'll be well above 40% in the way that we have modeled it in the different scenarios that we have brought. Eric, do you want to add more to it?
A - Eric Bjornholt:
Yes, I think you've summed it up well Ganesh. We've done scenario planning and do not see a scenario where our operating margins on a non-GAAP basis could fall below 40%. So we're very comfortable in making that statement. Maybe the other piece that I would add to Ganesh's first response is, I think it's a little bit tricky for investors to understand what is normal seasonality for microchip, because the supply constraints have been under for the last couple of years now, they did play a part in that, and then we've done a lot of acquisitions historically, right? But we would say that probably a normal December seasonal might be down 3% or 4%. So hopefully that provides some context, and we're saying that based on the conditions that we're seeing, it you know likely could be – what's the word, Ganesh? [Cross Talk] yes, amplified.
Joe Moore :
Great. Thanks so much for your candor. Much appreciated.
Operator:
Our next question is going to come from Joshua Buchalter with TD Cowen. Your line is open.
Joshua Buchalter:
Hey guys. Thank you for taking my question. In the past you've sort of given us rough levels of where you expected inventory to come in in the quarter. I guess given we're going through this digestion period, can you give us any level that you would feel comfortable with? What sort of targets are you thinking about for on-books and in the channel when you would feel more comfortable that you're shipping closer to end demand? Thank you.
Ganesh Moorthy:
You know, I think the channel inventory is driven by in part what the channel wants to carry, what we can supply, and what their demand intensity is. So we don't try to guide where's the channel inventory going to go. It goes where it goes based on those factors. We do take a lot of effort on the internal inventory inside microchip and we have an added factor at this point, which is we are customers who have inventory positions and are looking for push-out help. And that has caused us to go slower than we would normally have liked, but it's the right long-term answer for us and for our customers. And we do expect as Eric said, to have both, a reduction in absolute and days of inventory on our balance sheet in the September quarter.
Joshua Buchalter:
I appreciate the color there. As my follow-up, I mean given that dynamic, your gross margin suggests that there's no real material cut, at least on your internal utilization rates. Can you talk about how you're thinking about running your factory through this period of digestion, and then I guess the same question for your foundry partners as well. Thank you.
A - Ganesh Moorthy:
Sure. So, our internal fabs are continuing to run relatively unchanged. These products are very long-lived products. In many cases had been depleted in the inventory points that we typically need to be able to serve at a high level of certainty, as well as the lead time we want. So our internal factories and the internal fabs in particular are continuing to run. And our foundry partners, depending on where the inventory levels were, in some cases, we will be adjusting and have adjusted the purchasing to bring that inventory into line with where we want to be long-term.
Joshua Buchalter:
Thank you.
A - Ganesh Moorthy:
You're welcome.
Operator:
Our next question is going to come from Chris Caso with Wolf Research. Your line is open.
Chris Caso:
Yes. Good evening, thank you. First question is about, I guess something we haven't spoken about in a while, a potential for the requirement for turns. And can you speak about that, given the reduction in lead times, the fact that customers are booking closer in? Are we in a situation… [Audio Gap]
A - Ganesh Moorthy:
Chris, we may have lost you. Can you hear us?
Operator:
It looks like this is line hijacked. So, until he calls back, we'll just move on to the next person in queue. And that's going to be Harlan Sur with JP Morgan. Your line is open.
Harlan Sur:
Hi, Good afternoon. Thanks for taking my question. You know, the team had a target to get average lead times down to 26 weeks in the second half. I mean you're there now given the scheduling activity and the near-term demand weakness, improving boundary capacity, right? I think normal average, historical lead times for you guys have been in that eight to 12-week range. Is this that kind of a range that you expect as you move to the second half of the year now? And just a quick follow-up, do you guys expect to see your channel distribution inventories continue to rise from the 29-day level in this weak environment?
A - Ganesh Moorthy:
So first, to take the lead times. You know, we are continuing to drive lead times down. As I mentioned in my prepared remarks, we believe that short lead times is what makes us all effective and agile in an unpredictable business environment that we're in. And we're, on average, at just under 26 weeks right now. I think we will end the year at well under 13 weeks. It could be under 10 weeks by that time, but we'll know how we progress in that time. Four to eight weeks is where our lead times are for 90% or so of our line items as a historical benchmark for where we were. With respect to distribution inventory, as I mentioned a little earlier on, it has many functions. It's a function of what kind of sell-through are they seeing? What kind of inventory do they want to carry? What are we able to supply, that maybe they've been asking for some time to be able to do it? So, I don't have any color on what distribution inventory is likely to be doing, you know outside of what we've provided so far for June.
Harlan Sur:
Okay. Thanks, Ganesh.
A - Ganesh Moorthy:
Welcome. Thanks Harlan. Chris, are you back?
Operator:
Yes. Chris Caso, your line is open again.
Chris Caso :
Yes. Not sure what happened, but thank you. So, the question was on the terms environment. Yes, obviously you haven't seen turns in several quarters given the high backlog. Is that something you contemplate either for the September quarter and December quarter? And can you tell us how you're thinking about that returns business under the context of shortening lead time?
A - Ganesh Moorthy:
Yes, we certainly expect that turns will be a requirement as we go into the December quarter. And then also, the normal part of the business that we have done right, and so most things are starting to normalize again with respect to lead times, what kind of backlog coverage we'll have and turns is just something else we'll have to manage as we normally do, starting from the December quarter onwards.
Chris Caso :
Okay. But it starts in December, not in September?
A - Ganesh Moorthy:
There may have been small parts in the September quarter. I mean we're one-third of the way in through the September quarter.
Chris Caso :
Right, right, that's helpful. As a follow-up, I wonder if you could expand on some of the comments about Europe. And we heard from various others in the industry, you know obviously we can say about China, you know there's been a bit here and there about industrial and auto, but really not any comments about Europe, that's something new, and if you could expand upon what you're seeing there.
A - Ganesh Moorthy:
Yes, as I mentioned, I think Europe is more – as I look forward, there are more headwinds that European economies are facing. I believe technically Germany is now in a recession. It's had two consecutive quarters of negative GDP and interest rates are still high, inflation is still high. There's energy inflation, which is larger than in the U.S. and some of the large European economies rely on export, China being one. To the extent China is weak, we're going to see some of that weakness in China, but we'll also see some of the weakness in Europe, when their exports are not quite realized. That's the addition of all of what we see as we look into where are things going, and the impact from Europe.
Chris Caso :
Got it. It’s helpful. Thank you and thank you for coming back to my question.
A - Ganesh Moorthy:
You're welcome. Thanks Chris and welcome back.
Operator:
Our next question is going to come from Timothy Arcuri with UBS. Your line is open.
Timothy Arcuri :
Thanks a lot. I had a question on cancellations. And in the past or you know, you've been working with customers on – allowing push outs. But in the past, you've sort of – you know, you've been offering customers to cancel for a fee. So if you want to bring down backlog, are you sort of increasingly forcing cancellation versus just allowing customers to push out shipments? I guess if you want to bring down backlog, one quick way to do that, force them to cancel versus just allowing them to push things out. Thanks.
A - Ganesh Moorthy:
You know, we're not intentionally trying to bring backlog down. We are trying to help customers who have backlog placed on us, but would prefer to receive it, in some cases, later than what it’s presently scheduled for. Backlog will – over time has been coming down, as the fever of what was in 2022 and 2021, where people are placing huge amounts of backlog out in time. It starts to settle out, especially at these time are starting to come in. As the industry starts to normalize, backlog will get back to what it used to be normally, pre-COVID, and so that's really what's happening with backlog. We're not trying to force it down in any way.
Timothy Arcuri :
Thanks a lot. And then just as a quick follow-up, in China – do you think any of the weakness in China – are you seeing examples of locally sourced product that you're being displaced by? I know that you don't have very much exposure there. If you net out the proprietary stuff, it's probably only 5% that's kind of subject to some sort of going local, but are you seeing any of that? Thanks.
A - Ganesh Moorthy:
In fact, it's a timely question. We just had a review with our China team here yesterday on exactly that topic, and there is little to no loss to the local China producers that we're able to see, either in design or in things that are in production today. So no, it is actual consumption that is weak. There is a lot of uncertainty in China with respect to what the amount of debt people are carrying are, what kind of stimulus is going to take place. And I think there is a consumption that is waiting to happen, and I hope it will open up at some point in time. But at the moment, I think things are uncertain enough that consumption is being held down.
Timothy Arcuri :
Thank you so much. Thanks.
Ganesh Moorthy:
Welcome.
Operator:
Our next question is going to come from William Stein with Truist. Your line is open.
William Stein :
Great. Thank you. I wanted to address the similar question about cancellations that we understand with the PSP and the NCNRs, you've been much more flexible, at least somewhat flexible on rescheduling, but much less so on cancelling, which I think we all respect. But when we look at the growth rates of a wide variety of competitors, they've seen this downturn.
Operator:
Okay, William Stein's line has disconnected as well. So, our next question is going to come from Janet Ramkissoon with Quadra Capital. Your line is open.
Janet Ramkissoon:
Hi Steve, Ganesh. There’s somewhat of a different tone for this question. Could you provide a little bit of color on your efforts with the RISC-V and the PolarFire SoC FPGA program? Anything you could share with us about design-win activity and markets where you're gaining traction with this program? And any sense of when we're likely to see any real revenue growth from this area? My understanding is that there's a lot of interest in RISC-V for embedded applications.
Ganesh Moorthy:
Sure. Thank you, Janet. So, we were among the very early proponent of using RISC-V for our FPGA solutions as you mentioned. Those products have been in production. They are ramping. In fact, the PolarFire family as you mentioned it, it's the fastest-growing FPGA that we have, if you look like-for-like, what is it doing after X amount of quarters and where it's at. It is winning in the traditional markets that FPGA, that came to us from Microsemi was winning, which is in aerospace and defense, some in the communication space. But also increasingly it is winning quite significantly in industrial, and it is winning in some automotive applications as well. So quite broadly present, it is doing exceedingly well. It is contributing to the results that we have been quoting on FPGA, both last quarter for the fiscal year and this quarter to reflect that it is hitting new records every quarter, and we are very, very optimistic about how RISC-V based FPGAs, along with all of the other elements that we have integrated on the solution, is going to play out. And it will be a huge growth driver for Microchip.
Steve Sanghi :
Good to hear from you Janet. This is Steve.
Janet Ramkissoon:
Hi. Nice to hear from you Steve. But just one quick follow-up if I may. Given the capability that is made possible by this new architecture, and its ability to integrate analog and digital functionality in a very effective way, shouldn't this also be, have positive implications for gross margins on these products above corporate average?
Ganesh Moorthy:
So, I wouldn't place the RISC-V architecture as the reason for the gross margin or the performance of the product line. The product line is an enormously complex product. It comes with lots of software, lots of tools, a lot of application information that we put together. How we put it all together and turn it from a complex capability to an easy-to-use solution is what determines design wins, revenue growth, gross margins, customer adoption, etcetera. So it’s much, much more than anything about RISC-V alone or any other core for that matter.
Steve Sanghi :
The product line's gross margins are definitely well above corporate average, but as Ganesh said, they are not because of the RISC-V. It's because of the overall architecture of the FPGA, the tools, the value we provide, and the markets we sell into.
Janet Ramkissoon:
Thanks very much guys. I appreciate it.
Ganesh Moorthy:
Great. You're welcome. Were we able to get Will back?
Operator:
Yes. William Stein, your line is open again.
William Stein :
Great. I'll try to do a shorter preamble and just say, Microchip is clearly experiencing this down cycle later than others. I think it's pretty clear it's because you've had these – the PSP and other flavors of NCNR, and you've been clear that you're allowing customers to reschedule and not so flexible on the cancellations. If we look at number guidance, I'm guessing that if you told every customer that wanted to reschedule or cancel, no, then you would have had higher revenue or had higher guidance. Likewise, if you allowed everyone to...
Operator:
Unfortunately, it looks like his line has dropped again.
Steve Sanghi :
We have no idea why the lines are dropping. Will can just call us back after the call, and we'll take his question.
Ganesh Moorthy:
Where there other questions or other callers that are still in the queue?
Operator:
No, there are no more questions in queue.
Steve Sanghi :
Close it out then.
Ganesh Moorthy:
Okay. Well, thank you everyone for attending today and for your questions. And we have follow-up meetings with many of you as well. But I look forward to talking to you either at those calls or in the many events we will be at during the course of this quarter. So, thank you.
Operator:
Greetings, and welcome to the Microchip Technology's [Q3] and FY2023 Financial Results Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce to your host, Mr. Eric Bjornholt, Senior Vice President and CFO. Thank you, and you may proceed, sir.
Eric Bjornholt:
Okay. Thank you, and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the Company. I wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Ganesh Moorthy, Microchip's President and CEO; Steve Sanghi, Microchip's Executive Chair; and Sajid Daudi, Microchip's Head of Investor Relations. I will comment on our fourth quarter and full fiscal year 2023 financial performance. Ganesh will then provide commentary on our results and discuss the current business environment as well as our guidance. And Steve will provide an update on our cash return strategy. We will then be available to respond specific investor and analyst questions. We are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com and included reconciliation information in our earnings press release, which we believe you will find useful when comparing our GAAP and non-GAAP results. We have also identified and posted a summary of our outstanding debt and our leverage metrics on our website. I will now go through some of the operating results including net sales, gross margin and operating expenses. Other than net sales, I will be referring to these results on a non-GAAP basis, which is based on expenses prior to the effects of our acquisition activities, share-based compensation and certain other adjustments as described in our earnings press release and in the reconciliations on our website. Net sales in the March quarter were $2.233 billion, which was up 2.9%, sequentially. We have posted a summary of our net sales by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were a record at 68.3%, operating expenses were 20.7% and operating income was a record 47.65%. Non-GAAP net income was a record $907.8 million, non-GAAP earnings per diluted share was a record $1.64 and a penny above the high-end of our guidance range. On a GAAP basis in the March quarter, gross margins were a record at 68%. Total operating expenses were $671.3 million, and included acquisition intangible amortization of $167.4 million, special charges of $2.1 million, $2.3 million of acquisition-related and other costs and share-based compensation of $37.8 million. GAAP net income was a record $604 million resulting in a record $1.09 in earnings per diluted share. As compared to a year-ago quarter, our March quarter GAAP tax expense was adversely impacted by a variety of factors. Notably, the tax expense recorded as a result of the capitalization of R&D expenses for tax purposes. For fiscal year 2023, net sales were a record $8.439 billion and were up 23.7% from net sales in fiscal year 2022. On a non-GAAP basis, gross margins were a record 67.8%, operating expenses were 20.9% of sales and operating income was a record 46.9% of sales. Non-GAAP net income was a record $3.353 billion and EPS was a record at $6.02 per diluted share. On a GAAP basis, gross margins were also a record at 67.5%, operating expenses were 30.6% of sales and operating income was 36.9% of sales. Net income was $2.238 billion, and EPS was $4.02 per diluted share. Our non-GAAP cash tax rate was 10.8% in the March quarter and 10.9% for fiscal year 2023. Our non-GAAP tax rate for fiscal year 2024 is expected to be about 14%, which is exclusive of the transition tax and any tax audit settlements related to taxes occurred in prior fiscal years. Our fiscal 2024 cash tax rate is expected to be higher than our fiscal 2023 tax rate for a variety of factors, including lower availability of tax attribute such as net operating losses and tax credits, lower tax depreciation with our expectation for lower capital expenditures in the U.S. in fiscal 2024, as well as the impact of current tax rules requiring the capitalization of R&D expenses for tax purposes. We are still hopeful that the tax rules requiring companies to capitalize R&D expenses will be pushed out or repealed. If this were to happen, we would anticipate about a 200 basis point favorable adjustment to Microchip's non-GAAP tax rate in future periods. Our inventory balance at March 31, 2023 was $1.325 billion. We had 169 days of inventory as at the end of the March quarter, which was up 17 days from the prior quarter’s level. We have increased our raw materials inventory to help protect our internal manufacturing supply lines. We are carrying higher work in progress to help maximize the utilization of constrained equipment as well as to position ourselves to take advantage of new equipment installations, which should relieve bottlenecks. In certain circumstances, we have allowed customers to push out delivery schedules for products that were very far through the manufacturing process. We are investing in building inventory for long-lived high margin products whose manufacturing capacity is being end of life by our supply chain partners, and these last time buys represented about seven days of inventory at the end of March. We feel that we need to take actions to help ensure that our supply lines can feed our growth beyond what we expect in the June 2023 quarter. We are targeting actions to reduce our inventory down between five and 10 days in the June quarter. Inventory at our distributors in the March quarter was at 24 days, which was up two days from the prior quarter’s level. Our cash flow from operating activities was $709.5 million in the March quarter. Included in our cash flow from operating activities was a net $79.5 million of long-term supply assurance receipts from customers and suppliers. We are going to adjust these items out of our free cash flow to determine the adjusted free cash flow that we will return to shareholders through dividends and share repurchases as these payments will be refundable over time as purchase commitments are fulfilled. Our adjusted free cash flow was $517.3 million in the March quarter and was adversely impacted by our working capital investments this quarter, including $158.4 million increase in inventory and $130.3 million increase in accounts receivable, which we do not expect to repeat in the June quarter. As of March 31, our consolidated cash and total investment position was $234 million. We paid down $153 million of total debt in the March quarter, and our net debt was reduced by $98.1 million. Over the last 19 full quarters since we closed the Microsemi acquisition and incurred over $8 billion of debt to do so, we have now paid down $6.35 billion of the debt and continue to allocate substantially all of our excess cash beyond dividends and stock buyback to bring down this debt. Our adjusted EBITDA on the March quarter was a record at $1.139 billion and 51% of net sales. Our trailing 12-month adjusted EBITDA was also a record at $4.288 billion. Our net debt to adjusted EBITDA was 1.45 at March 31, 2023 down from 1.56 at December 31, 2022, and down from 2.32 at March 31, 2022. Getting our net leverage below 1.5 is significant milestone for Microchip on its capital returns earning, which Steve will talk about shortly. Capital expenditures were $112.7 million on the March quarter and $486.2 million for fiscal year 2023. Our expectation for capital expenditures for fiscal year 2024 is between $300 million and $400 million as we still have a lot of equipment that was ordered with long lead times that will be received over the next year. We expect better capital investments will continue to provide us with increased control over our production during periods of industry-wide constraints. Depreciation expense in the March quarter was $54.1 million. I will now turn it over to Ganesh to give us comments on the performance of the business in the March quarter as well as our guidance for the June quarter. Ganesh?
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. Our March quarter results were strong in the context of a slowing macro environment marked by our continued disciplined execution as well as our resilient to end market. Net sales grew 2.9% sequentially and 21.1% on a year-over-year basis to achieve another all-time record at $2.23 billion. The March quarter represented our 10th consecutive quarter of sequential growth. Non-GAAP gross margin came in at the high-end of our guidance at a record 68.3%, up 171 basis points from the year-ago quarter. Non-GAAP operating margin also came in close to the high-end of our guidance at a record 47.65%, up 292 basis points from the year-ago quarter. We continued to make investments that we expect to drive the long-term revenue growth, profitability, and durability of our business. Our consolidated non-GAAP diluted earnings per share was above the high-end of our guidance at a record $1.64 per share, up 21.5% from the year-ago quarter. Adjusted EBITDA was 51% of net sales and adjusted free cash flow was 23.2% of net sales in the March quarter, continuing to demonstrate the robust cash generation characteristics of our business. We returned $469.9 million to shareholders in dividends and share repurchases in the March quarter, representing 62.5% of our December quarter adjusted free cash flow. Our net leverage exiting March dropped to 1.45x. And as we do mentioned quarter ago, our capital returns this quarter will increase to 67.5% of our March quarter adjusted free cash flow, as we continue on our plan to return a 100% of adjusted free cash flow by the March quarter of calendar year 2025. Reflecting on our fiscal year 2023 results, it was another one for the record books. Revenue grew 23.7% to finish at a record $8.4 billion. Non-GAAP gross margin, non-GAAP operating margin, non-GAAP EPS, EBITDA and adjusted free cash flow all set new records. We significantly increased the capital return to shareholders in fiscal year 2023 to $1.64 billion, representing a 76.6% growth as compared to fiscal year 2022 through a combination of increasing dividends and our formulaic share buyback program. My heartfelt gratitude to all of our stakeholders who enabled us to achieve these outstanding results and especially to the worldwide Microchip team whose tireless efforts are what enabled us to navigate effectively through the business cycle. Taking a look at our March quarter net sales from a product line perspective, our mixed signal microcontroller net sales set another all-time record coming in sequentially up 5.8% in the March quarter and up 23.5% on a year-over-year basis. Our 32-bit mixed signal microcontrollers grew at the fastest rate among our mixed signal microcontroller product line and represented over 48% of our fiscal year 2023 mixed signal microcontroller revenue. As you may have noticed, we are clarifying the nomenclature for our microcontrollers going forward to be mixed signal microcontrollers as they have substantial analogs and mixed signal content integrated on chip. And as a result, exhibit business characteristics that are more like analog and mixed signal products. Staying with mixed signal microcontrollers for a moment. Gartner just published their rankings for calendar year 2022. Using our publicly reported mixed signal microcontroller revenue for calendar year 2022, which Gartner unexpectedly underreported for Microchip. We ranked number three and are just 1.4% away from number one. To put this in perspective, just three years ago in calendar year 2019, by our estimate combined with the Gartner data, we were 16.5% away from number one. We are fast closing on the number one spot. Moving next to our analog business. Our analog net sales also set another all-time record, coming in sequentially up 1.9% in the March quarter and up 19.9% on a year-over-year basis. Fiscal year 2023 analog sales were $2.4 billion and broke through the $2 billion mark for the first time ever. We are gaining share in our analog business with our total system solutions approach, continuing to provide a tailwind for this product line. While we don't normally breakout our FPGA product line results, it is note worthy to report that our March quarter and fiscal year 2023 revenue for FPGA for both records. In fact, our fiscal year 2023 FPGA revenue exceeded $550 million, grew more than 31% as compared to fiscal year 2022 and delivered operating margins up a north of corporate average. Our design win momentum is strong and we offer market-leading mid-range FPGA solutions with best-in-class low-power reliability and security. At our Investor Day in November 2021, we emphasized the importance of six market mega trends for our long-term growth and shared that we expected our revenue growth from customers and applications within the megatrends to be approximately 2x of Microchips growth rate. We just completed our revenue by megatrend analysis for fiscal year 2023. As compared to fiscal year 2021, which is the last time we conducted the same analysis, Microchip overall revenue grew 55.2% while revenue from our megatrends grew 108.5% right in line with our expectation of roughly 2x growth from the megatrend. Revenue from the six megatrends represented approximately 45% of our fiscal year 2023 revenue as compared to approximately 34% of our fiscal year 2021 revenue. We also just completed our revenue by end market analysis for fiscal 2023. As compared to fiscal 2022, our industrial business grew from 40% to 41% of our revenue. Our data center and computing business grew from 18% to 19% of our revenue and our consumer appliance business declined from 14% to 12% of our revenue. Automotive and communications infrastructure remained unchanged at 17% and 11% of our revenue respectively. As you can see from the data, slowly but surely, we continue to curate an increasing proportion of our business towards less volatile and more resilient end markets. Now for some color on the March quarter. While our overall business remained strong in the March quarter, many of our customers felt the effect of slowing economic activity and increased business uncertainty, request to push out or cancel backlog increased, and we were able to push out significant amounts of backlog to later quarters to help customers with inventory positions. This resulted in our days of inventory growing. We are comfortable with this inventory growth given the very long life cycles and durable end markets for our products by taking action to reduce customer inventory overbuild and carrying that inventory on our balance sheet, we expect to increase our odds of achieving a soft landing and also expect to be better positioned to respond to demand growth and the macro environment strengthened. Consistent with the slowing macro environment and the growth in our inventory, we have paused most of our internal factory expansion plans, reduced our capital investment plan for fiscal year 2024 and taken steps to lower our inventory in the coming quarters. As a result of the uncertain macro environment and multiple quarters worth of backlog on our books, our bookings have slowed down as expected over the last two quarters. In order to provide customers with more flexibility in an uncertain demand environment as well as to achieve a more healthy and sustainable long-term supply-demand down, we are striving to bring average lead times down to under 26 weeks over the course of the second half of 2023. We believe there are three reasons why Microchip's business continues to demonstrate more resilience in the midst of the weakness seen by some other semiconductor companies. First, on the demand side, the end markets that we have the most exposure to; industrial, which includes aerospace and defense; automotive and data center; and the applications within these end markets where we are strong, are less volatile and comparatively more resilient. Second, on the supply side, a vast majority of our products are built on specialized technologies requiring trailing edge capacity. This is the capacity that has been most constrained over the last two-plus years and where there was less opportunity to overship to consumption. And third, a laser focus on organic growth for multiple years by concentrating on total system solutions and higher growth megatrends, which we just discussed a few minutes ago, has translated into increased design wins, further share gains and a resultant revenue tailwind. A quick update regarding the CHIPS Act. We have been getting the benefit of the investment tax credit since the beginning of this year, and we are in the process of submitting our applications for grants to support expansion in several of our domestic factories. The timeline for when grants maybe approved is not yet determinable. Now let's get to the guidance for the June quarter. Although our backlog for the June quarter is strong, we expect to continue to take active steps to help customers with inventory positions to push out their backlog. Taking all the factors we have discussed on the call today into consideration, we expect our net sales for the June quarter to be up between 1% and 4% sequentially. At the midpoint of our net sales guidance, our year-over-year growth in the June quarter would be a strong 16.5%. We expect our non-GAAP gross margin to be between 68.3% and 68.5% of sales. We expect non-GAAP operating expenses to be between 20.1% and 20.5% of sales, and we expect non-GAAP operating profit to be between 47.8% and 48.4% of sales. We expect our non-GAAP diluted earnings per share to be between $1.63 and $1.65. At the midpoint of our non-GAAP EPS guidance, our year-over-year growth for the June quarter would be a strong 19.7% despite a much higher tax rate than the year-ago quarter. Finally, as you can see from our March quarter results and our June quarter guidance, our Microchip 3.0 strategy, which we launched 18 months ago is firing on all cylinders as we continue to build and improve what we believe is one of the most diversified, defensible, high growth, high margin, high cash generating businesses in the semiconductor industry. However, we also recognized that we operate in a cyclical industry and that we are not immune to business cycles. But if you review Microchip's speak to trust performance through the business cycles over the last 15-plus years, you will observe our robust and consistent cash generation, gross margin and operating margin results. Although we don't foresee any significant decline in our business, if we were to experience the semiconductor inventory correction, like the industry has seen in the past, we are highly confident that our non-GAAP operating margins would remain well above 40%. We remain cautiously optimistic about navigating to a soft landing for our business in this cycle and expect our cash generation gross margin and operating margin to once again demonstrate consistency and resiliency through the cycles. With that, let me pass the baton to Steve to talk about our cash return to shareholders. By the way, Steve just published a new book called Up and to the Right, which chronicles building Microchip into a technology juggernaut. Investors and analysts can get additional insights from the book about the foundational elements behind Microchip's long-term business success. Steve?
Steve Sanghi:
Thank you, Ganesh, and thanks for the plug on the book, and good afternoon, everyone. I would like to reflect on our financial results announced today and provide you further updates on our cash return strategy. Reflecting on our financial results, I continue to be very proud of all employees of Microchip that have delivered another exceptional quarter while making new records in many respects, namely; record net sales, record non-GAAP gross margin percentage, record non-GAAP operating margin percentage, record non-GAAP EPS and record adjusted EBITDA and all of that in a continuing challenging environment. The Board of Directors announced an increase in the dividend of 38.8% from the year ago quarter to $0.383 per share. During the last quarter, we purchased $273.9 million of our stock in the open market. We also paid out $195.9 million in dividends. Thus, the total cash return was $469.8 million. This amount was 62.5% of our actual adjusted free cash flow of $751.6 million during the December 2022 quarter. Our paydown of debt as well as record adjusted EBITDA drove down our net leverage at the end of March 2023 quarter to 1.45x from 1.56x at the end of December 2022. This also marks the pivotal point of our net leverage going below 1.5x, at which we further accelerate our cash return to the shareholders, which I will describe further. Ever since we achieved an investment-grade rating for our debt in November 2021 and pivoted to increasing our capital return to shareholders, we have returned $2.336 billion to shareholders through March 31, 2023 by a combination of dividends and share buybacks. In the current June quarter, we will use the adjusted free cash flow from the March quarter to target the amount of cash returned to shareholders. The adjusted free cash flow excludes a net $79.5 million that we collected from our customers and paid to our suppliers for long-term supply assurance payment. These payments are refundable when purchase commitments are fulfilled. The adjusted free cash flow for the March quarter was $517.3 million. We plan to return 67.5% or $349.2 million of that amount to our shareholders with the dividend expected to be approximately $209 million and the stock buyback expected to be approximately $140.2 million. The above numbers reflect a pivot in one area. We are increasing the total return to shareholders in 500 basis point increments per quarter instead of the 250 basis points we were increasing until now. Going forward, we plan to continue to increase free cash flow return to shareholders by 500 basis points every quarter until we reach 100% of our adjusted free cash flow returned to shareholders. That will take seven more quarters and dividends over time, we expect will represent approximately 50% of our cash returns. With that, operator, will you please poll for questions.
Operator:
Thank you very much. We will now be conducting a question-and-answer session. [Operator Instructions] The first question comes from Toshiya Hari from Goldman Sachs. Please proceed with your question.
Toshiya Hari:
Hi, good afternoon. Thank you so much for taking the question. I was hoping you could give a little bit more color and context in terms of the demand environment. Ganesh, you talked about experiencing push-outs from your customers an uptick in cancellations. But are these sort of events broad-based across geographies and end markets and device types? Or is it a little bit more concentrated? And then I have a follow-up.
Ganesh Moorthy:
Generally speaking, I would say there are a cross section of those requests from many geographies, many customers, many end markets. We also continue to have constrained products on which that are shortages that we're trying to accelerate product for. So it is not only one directional in which the demand requests are coming in at.
Toshiya Hari:
Got it. And then as my follow-up, just your thoughts on trough gross margins. You provided a good context in terms of operating margins. I think you said well above 40% in a kind of a recessionary or contractionary environment. How should we think about gross margins off of these record levels as you work down inventory and presumably reduce utilization rates? Thank you.
Ganesh Moorthy:
They're going to be darn good. If you look at our history, you can get a pretty good idea of what the gross margin trough-to-peak or peak-to-trough look like. We are sitting at 48% operating margin, giving you 8 percentage points as a bottom end of where is this going to be an operating margin, I think you can draw the conclusion relatively easily.
Toshiya Hari:
Got it. Thank you.
Eric Bjornholt:
And we have some charts on our website to look at the last 15 years of history, and you can draw some conclusions from that.
Toshiya Hari:
Thank you.
Operator:
Thank you. The next question comes from Ambrish Srivastava from BMO Capital Markets. Please proceed with your question.
Ambrish Srivastava:
Hi. Thank you very much. Yes, that chart was very helpful, Eric. I had my – for my first question. For the last few quarters, you have been guiding for the quarter out. And so I just wanted to make sure that you are not able to guide for September vis-à-vis if you just look at how the business has changed, and I'm just reading your comments, it sounds like that confidence does not be this quarter?
Ganesh Moorthy:
So we have not adopted a consistent practice of providing more than one quarter guidance. At certain points of time, we have elected to provide more than one quarter guidance or directional guidance sometimes and this is when we believed it would help investors and analysts better frame our current quarter guidance. Having provided the extra quarter of directional guidance for three quarters in a row, it did not appear to add much value to analysts or investors who are more worried about the overall semiconductor industry cycle. And in fact, it seemed to elicit more skepticism in our ability to provide guidance and confidence in our understanding of the business. And therefore, we've decided to end the temporary practice we started and over to just providing one quarter’s guidance.
Ambrish Srivastava:
Makes sense. Accepted. Proved how wrong I was every quarter. I just had a question on the push Ganesh. How do they come back to the overall PSP? I'm assuming that this is not in the NCNR because those you have said in the past, you're not willing to negotiate or less willing to negotiate on. Is that the right way to think about it? The PSP has both NCNRs and non-NCNRs and they push out some more related to the non-NCNRs?
Ganesh Moorthy:
So maybe let me clarify. All PSP backlog is non-cancelable, non-reschedulable. What I have said before is that we are not flexible in the non-cancelable portion, we are flexible on the non-reschedulable and that's where we're pushing up. So we are pushing our backlog, PSP or not into further quarters. And that's the way in which we support customers whose business environment has changed and who have concern about their inventory level and in the process, hopefully, create less of an overhang that we will run into and more of a soft landing for our own business. But we are flexible on the reschedulability, just not on the non-cancelablity.
Ambrish Srivastava:
Got it. Thank you for the clarification. Thanks.
Ganesh Moorthy:
You're welcome.
Operator:
Thank you. The next question comes from Vivek Arya from Bank of America. Please proceed with your question, Vivek.
Vivek Arya:
Thank you for taking my question. Ganesh, I wanted to revisit again this question of end market. So there's a perception that aerospace defense, medical parts of data center these markets are holding up better. So can you give us a sense that in the last three months, specifically which end markets or customers in which end market have asked you or you have asked them and they have agreed to pushing off some of their demand because I just want to make sure that RV, when you say a soft landing, are we talking about revenues kind of floating at plus/minus the levels you're giving for June? Or is there some bigger drop off? And like having that end market view, I think we'll be better prepared to analyze, right, where – how we should be thinking about September and December?
Ganesh Moorthy:
In an absolute sense. There's no end market that I can say is the only one that has a problem or one that has no problem at all. It's all on a relative basis. And so the strength comes from those end markets where there's far better resilience, far better end market characteristics. Those are the ones we described as industrial, including aerospace and defense, automotive, parts of the data center that we have exposure to. And even if you look at industrial, I know different people have had different comments on it, but our exposure in industrial is dominated by aerospace and defense, renewable energy, energy efficiency, factory automation, medical, infrastructure. These are all the parts of industrial that dominate us. Now within that, is there going to be somebody asking for a pushout or reschedule or a swap of certain products? Sure, there'll be some of that. But in the aggregate, that end market is doing extremely well compared to the rest of the end markets that perhaps are in consumer and phones and others, which we don't have much exposure to.
Vivek Arya:
Got it. And for my follow-up, I just actually had two quick clarifications, perhaps for Eric. Eric just what is the right way to look at the other expense line? And any implication of kind of the rising rates on your debt servicing? And then OpEx, right, it's kind of – our OpEx intensity is lower than your long-term model. So how are you planning to manage expenses as the business goes through this kind of slowdown in the near term?
Eric Bjornholt:
Okay. So let me take the other expense piece first, which is obviously dominated by interest expense. So yes, we are being impacted by the rising rate environment. We don't have much variable rate debt left on the balance sheet today. It's just our line of credit, which is about $100 million. But we do have bonds coming due in both June and September of this calendar year that the current intention is to refinance those or retire those using our line of credit and the interest rate currently on the variable line of credit, is higher than where those bonds are at. So we are going to be facing a higher interest expense each quarter as we go through this fiscal year. It's not like a stair step jump, but definitely the interest expense will be rising by several million dollars per quarter. I think the debt schedule that's on our website can help you model that because it shows the maturity dates and the interest rates on those various pieces of debt and our current borrowing rate on our line of credit is about 6.35%. So I think with that information, you can probably model that out appropriately. On the OpEx side, yes, we are below our long-term model. And obviously, Microchip has grown very fast over the last couple of years, and we've had a hard time keeping up with expenses and expenses as a percentage of net sales is dropping again this quarter at the midpoint of guidance, OpEx is rising in dollars again, but the percentage is coming down. And the large factor in there in terms of just our hiring activities is the variable compensation that we're paying to our employees. And as the environment changes from one of very high growth to one of more moderate growth, we will moderate those bonuses that are being paid to help us manage appropriately within our long-term model. I don't know if Ganesh wants to add anything more.
Ganesh Moorthy:
No. I think you stated it exactly so. And as we've always said, right, the operating expenses are an investment in the long-term growth profitability resilience of our results. And so those investments need to be made and to have years and years of return on those investments. And we are below our target, but as things settle out over time, that will creep up, but not at an accelerated rate.
Vivek Arya:
Thank you.
Operator:
Thank you. The next question comes from Joshua Buchalter from Cowen & Company. Please proceed with your question, Joshua.
Joshua Buchalter:
Hi, team. Thank you so much for taking my question. I wanted to, I guess, ask about the pricing environment. So when you were discussing the PSP, you mentioned that backlog is non-cancelable. But it sounds like it's flexible on the time line. Can you talk about how the pricing discussions go, both within your PSP program and then outside it? And if there's been any change in that as you're going to – you're starting to lower inventories a bit? Thank you.
Ganesh Moorthy:
So pricing is not any difference between PSP and non-PSP. So I'll give you a more general answer for just our overall methodology. Pricing for us is a strategic exercise. We provide products that are sole-sourced products, they are proprietary products and customers place their trust in us years before they go to production and then they're with us for many, many years to come. Traditionally, over the years, we have not had annual price reductions necessarily as a consistent part of what we do. In the last two years, we've had inflation at a much higher rate than what we would absorb with our improvements, and we did pass along price increases that would absorb the cost increases, keeping it margin neutral, and that has not changed and that we don't expect to change as we go forward. So pricing is stable and strategic and I think, in our thought process.
Joshua Buchalter:
Got it. Thank you. And I was hoping you could maybe help us understand the utilization rates a little bit better. Can you walk us through where things are at in your front end and whether, I guess, as you lower inventory, more of it is coming out of your internal facilities versus your foundry partners? Thank you.
Eric Bjornholt:
Yes. So utilization in the factories has been very high throughout the last year. That continues today. So we aren't facing underutilization charges or anything like that. We're still trying to get caught up on our backlog. So the factories are still running at a pretty high rate.
Ganesh Moorthy:
And we don't expect the reduction of inventory days to affect what we're going to do in our factories in terms of underloading them. So the internal factories are running lower inventory and they will run constant through this cycle. And so there's no under absorption issue to be concerned about.
Joshua Buchalter:
Thank you.
Operator:
Thank you. The next question comes from Raji Gill from Needham & Company. Please proceed with your question.
Rajvindra Gill:
Yes. Thank you for taking my questions. And congratulations on kind of solid results in a tough environment. Just in terms of the backlog. So in the past, you mentioned as the backlog come down through the year as lead times start to normalize, you'll start to see that – you'll see more order volatility. And I think you're indicating that, but in the past, you mentioned that the delta between the backlog and the actual sales is still quite wide. That backlog to sales delta could offset that potential order volatility. So I wanted to get a sense of what are your thoughts on the backlog to sales delta as we stand today?
Ganesh Moorthy:
So we still have significant backlog in excess of our sales. And we have backlog over multiple quarters, and we continue to get new bookings and backlog that layers in over time. The backlog is a function of also where customers view lead times are going to be headed, not so much what they're going to be consuming. And so as lead times slowly pull in, we do expect that customers will slow down some of what they want to do in terms of placing backlog. Now any kind of inventory adjustment is not a permanent change in this industry, right. A year ago, we were – we had a completely different view of where things were. And a year from now, we may have a completely different view of where things are likely to be. I think many customers are strategic in their thinking, have very high-value end products and what they're doing. And so they are more strategic in how they're thinking about their inventory over time and what backlog they will place. But we don't see any concern with the amount of backlog we need to be able to achieve the guidance that we have provided and the soft landing that we're trying to drive towards. Obviously, it still will require bookings to come in and that is all driven by how consumption continues.
Rajvindra Gill:
Thank you, Ganesh for that. And just my follow-up, what is your latest pulse on China regarding customer order patterns and channel inventory? Thank you.
Ganesh Moorthy:
So I would say China is stable. I don't see a major uptick from China post Chinese New Year and we will see how the rest of the year goes. I think there is opportunity for China to strengthen and contribute some tailwinds as we go through the rest of the year. But I can't say that we can see that today in what we see with the auto patterns.
Rajvindra Gill:
Thank you.
Operator:
Thank you. [Operator Instructions] The next question comes from Chris Danely from Citi. Please proceed with your question, Chris.
Christopher Danely:
Hey, thanks guys. Can you give us a sense of how much of the backlog right now, let's just say, for the next 12 months is PSP versus, I guess, the "can be canceled or can be pushed out"? Any kind of percentage there?
Ganesh Moorthy:
So the percent of backlog that is PSP has amazingly been consistent for the last, I would say, nine to 12 months. So even as overall backlog has been slowly ticking down, right? PSP as a percent of total backlog, it's well over 50%, have stayed at that level. So it is resilient backlog. It is higher quality backlog than what we see.
Christopher Danely:
Great. And have you had any customers try and renegotiate any of the PSP agreements either supply or price?
Ganesh Moorthy:
Not on price. I think there have been customers asking for help on PSP backlog that they wanted to have pushed out in time. And as I mentioned earlier in my prepared remarks, that is something that we have been actively doing to enable them to have that. It's a strange environment where I think in the shorter term, there are more people looking to push out because they're uncertain about their business. But we're also seeing cases where people who wanted to push out several months ago coming back in and wanting to pull it back in as well. So I think sometimes there is an overcorrection on both sides, and I would not be surprised as we go through the second half of this year that some of all the push outs that are happening today if the environment strengthens, it could just as well come right back out at that point in time. But in today's environment, it's very murky.
Christopher Danely:
Yes. Thanks a lot, Ganesh.
Ganesh Moorthy:
Thank you.
Operator:
Thank you. The next question comes from Joe Moore from Morgan Stanley. Please proceed with your question, Joe.
Joseph Moore:
Great. Thank you. Thanks for all the color on the actions you guys are taking to match up customer inventories. Can you talk about what you think the state of those inventories are? And I know some of your competitors have talked about we're trying to prune some of the backlog, we're proactively making sure that our shipments are going into demand and not into inventory. Can you just talk about where you think you are relative to others? How careful are you trying to be in terms of preserving the customer inventory balances being where you think got to be?
Ganesh Moorthy:
So our visibility into customer inventory is not there because they don't share that with us. We can infer their inventory by their request for pushouts or cancellations as the case might be. Where there is cancelable backlog or cancelable – basically anytime there's – or reschedule backlog, they can do that. Where it is non-reschedulable and noncancelable and they ask for help, then we get involved in it. But it's hard for us to know where customer is and their inventory correction position. We can see that in distribution. And there, we get a weekly report, it tells us by distributor in different parts of the world where is that? As Eric mentioned, distribution days of inventory went up by two days from 22 to 24 days. Still well in control, below where it used to be historically and where is at. And so that's about as much color as we can give you on kind of customer inventory or end customer inventory.
Joseph Moore:
Okay. That makes sense. And I guess as you've described the PSP over the last couple of quarters, you're now kind of taking a little bit more of an approach of helping the customers were they want to reduce it. Is that because there's just more people asking now as you're trying to match it up? Or were they asking two quarters ago, but it wasn't broad enough. I'm just – there's a perception, I guess, that because of PSP, you may have more inventory at customers than peers. And I'm just trying to see if your behavior is really that much different than anyone else.
Ganesh Moorthy:
So let me clarify. I don't know where that perception was set, maybe what we said in the past. We have been pushing out orders from customers, PSP customers for multiple quarters, right? I mean we're in this to be responsive to the market, but we also want to make sure that as noncancelable orders get placed, there is a symmetric responsibility from us and from our customers, and that's what creates some resistance to placing orders that they shouldn't be placing or that are speculative and where they're at. So we've done this multiple quarters. This is not the first quarter we're doing it. And it is in response to where markets and customers and specific situations are at. And we will continue to do it as needed, including in this quarter.
Joseph Moore:
Very helpful. Thank you for the clarification.
Steve Sanghi:
I just want to add one point. This is Steve. I think investors and analysts failed to appreciate that when a customer is placing a year worth of orders, which by contract non-cancelable and non-reschedulable. It goes through a level of review at the customer at much higher level than just only the purchasing person, and the resulting backlog that is placed on Microchip is a much higher quality. So therefore, even though we have taken some adjustments in rescheduling some of the PSP backlog, the fundamental fact is that the backlog is a very high quality relative to a similar backlog at any other competitor.
Joseph Moore:
Great. Thank you.
Steve Sanghi:
You're welcome.
Operator:
Thank you. The next question comes from Harlan Sur from JPMorgan. Please proceed with your question, Harlan.
Harlan Sur:
Hi. Thanks. Good afternoon. Was the unsupported backlog to actual revenue shift still above one in the March quarter? And where do you anticipate that ratio to be this quarter?
Ganesh Moorthy:
I believe the unsupported backlog was greater than the amount that we shipped in the quarter, but I think it's becoming a less relevant indicator at this point, right? We are unsupported means it's on our backlog, it is noncancelable. But we are helping – and nonreschedulable, but we are actively allowing customers to reschedule it out in time. And so we don't pay that much attention to it today as we did a year ago. Today, it's really making sure that we are shipping to customers who need the product. We're helping customers who are asking for help and working towards setting this thing up to not have an overhang to the best extent that we can.
Harlan Sur:
Okay. Perfect. Thanks for that. And then your data center products are quite application specifically, right? So a bit easier to track rate storage controllers, enterprise – key controllers, Ethernet PHYs and so on, right? The demand dynamics in cloud and more so in Enterprise data center have clearly weakened. I know you guys have said some products are strong, some products are still weak, but is the aggregate data center franchise holding up on a quarter-over-quarter and year-over-year basis?
Ganesh Moorthy:
Absolutely. And I would say we are getting tailwinds from the AI servers and we are represented in those. Many of our PCI switches are an analytical part of that. The storage in general, is stable, but it has experienced substantial growth over the last year. And the data center is holding up. Obviously, not as strong today as it was from a year-ago growth but still stable.
Harlan Sur:
Thank you, Ganesh.
Operator:
Thank you. The next question comes from Tore Svanberg from Stifel. Please proceed with your question.
Tore Svanberg:
Yes. Thank you. I had a follow-up on the rescheduling of backlog. I mean the semi industry has obviously been struggling for a while now. So would you say that this more recent phenomenon is due to some of the financial stresses that's going on? And the reason I'm asking that is because I'm just wondering if people are pushing out because they feel a little bit uncomfortable with the current financial environment and as soon as there's some stabilization, perhaps those pushouts will turn into pull-in. So I'm just hoping you could give us your view there?
Ganesh Moorthy:
I'm sure there's a portion of that, that falls into that. But you've also got to think about the environment is more stressful for our customers today with where inflation is at, where interest rate is at, what the economy in general is doing in terms of relative growth rate from a year-ago. And so they placed orders with the best intention with the best information that they had back in time. And as the environment has changed, are, in some cases, seeing their demand picture different and therefore, asking for our supply picture to adapt to where they're at. I don't believe this is a permanent change. I think these things go in cycles. And I do think as the economy at some point reverses and gathers more strength as the macro gathers more strength. Many of these will come right back up. And I do expect if history is to be repeated, we will, at some point, go back into people asking for expedites on things that maybe three months ago, six months ago, they were asking for pushouts. It's the nature of the beast and people have the best visibility at any point in time. But as that visibility pushes out their need or pulls in their need, they will signal to us what we have to do to help them.
Tore Svanberg:
Very good. And as my follow-up is one for Steve and Steve, congratulations on your new book. What was the reason behind the increase of the returns from 250 to 500 bps a quarter. I guess my question is more on the timing of it. I mean you just feel more confident about the profitability of the company during the soft landing period? If you could just elaborate on the timing, that would be great?
Steve Sanghi:
So the reason in going from 250 bps increase per quarter to 500 was clearly hitting a target of a total leverage going below 1.5x. So this is what we have said for a long time that by paying down the debt every quarter, we're going to bring the leverage below 1.5x. And when that happens, then we will further accelerate the return to the shareholders. So that happened last quarter where the leverage was 1.45. So therefore, we are accelerating the total cash return to shareholders from 62.5% last quarter to 67.5% this quarter, a difference of 500 bps. And the following quarter will be 72.5% than 77.5% and so on will take about seven quarters to get to 100.
Tore Svanberg:
Great. Thank you again.
Eric Bjornholt:
And over that seven quarters, we will continue to use the excess cash to pay down debt and bring leverage down further. We think it is appropriate in a difficult interest rate environment.
Tore Svanberg:
Great. Thank you, Eric.
Operator:
Thank you. The next question comes from Vijay Rakesh from Mizuho. Please proceed with your question, Vijay. Vijay, you may proceed with your question. If your line is muted, please unmute, so that you can compose your question.
Vijay Rakesh:
I’m sorry. Thank you. I was just wondering if you could give us some color on what ASP trends look like exiting 2022 and how they are looking this year? And then I have a follow-up.
Ganesh Moorthy:
To the earlier question, ASP trends tend to be reasonably stable. We have passed along price increases to a lesser extent than what we have, I don't know, always absorbed from a cost standpoint, trying to be margin neutral to make sure that between the improvements we're making in our own business, and the pricing from a market standpoint being reasonable to the customer. So ASPs today, if you were to compare them with a year-ago are slightly higher, but there are stable trends on the [indiscernible].
Eric Bjornholt:
And some of those trends is not necessarily price increase driven. It's introducing new proprietary more complex products that bring more value to our customers.
Vijay Rakesh:
Got it. And then just addressing the comment you had in your deck. Just wondering what percentage of customers you're seeing kind of redeploy – look to redeploy backlog or push out cancel. What are you seeing there? If you could give us some idea on if it's like any particular segment that you're seeing it. That's it. Thanks.
Ganesh Moorthy:
It's next to impossible to give you a number because we serve about 125,000 customers, about 115 of them are indirect through our distributor channels. So we don't really hear customer by customer where it's at. I would say that it's not the majority of the business that we're doing, it's specific customers and specific markets in any given day, that's there. So there's not a wholesale. I want to push everything out that's out there.
Vijay Rakesh:
Got it. Thank you.
Operator:
We'll move on to our next question, which is coming from the line of Chris Danely with Citi. Please proceed with your question.
Christopher Danely:
Thanks guys. I just have two quickies and then I guess I'll let everybody go back to working on the notes. Is there any way you could tell like how much of this changes in backlog is too much inventory versus weaker demand? Is it 50-50 a little more on the demand side, a little more on the inventory side. Any color, any clarity there?
Ganesh Moorthy:
Those two are interconnected, right? It's not that – it's only one or the other. So weaker demand results in more inventory, which last some longer or stronger demand results in needing to expedite as well. So it's hard to parse those out. There's some of both that's in there. And in many of these – our customers who are also facing uncertainty perhaps – so it may not just be demand alone, but the environment that they're in, and they are trying to decide how should they navigate their environment. And so what we see in the end is the aggregate feedback or request that they provide us. And with all of that, we're able to show continuing growth into this quarter, into the June quarter. As it stands right now, we believe it is highly unlikely at the September quarter is going to have a sequential down quarter and that's a basis of all of our integrated information from customers on what they're seeing on internal data that we see in all of our indicators, bookings, backlog, expediter class, pushout requests, all the external data that we track, GDP, PMI, consumer confidence, inflation, et cetera. And so that's what gives us the confidence in our business.
Christopher Danely:
Perfect. Thanks, Ganesh. Thanks for letting me ask another question.
Ganesh Moorthy:
You are welcome.
Operator:
Thank you. There are no further questions at this time. I would like to turn the call back to Ganesh Moorthy for closing remarks. Thank you.
Ganesh Moorthy:
I want to thank everybody for your time and questions this afternoon. We will be seeing many of you on the road as we come out to different conferences, et cetera. And thank you again.
Operator:
Thank you very much. And ladies and gentlemen, that does conclude today's teleconference. Thank you very much for joining us. You may now disconnect your lines.
Operator:
Good day everyone, and welcome to Microchip's Third Quarter Fiscal 2023 Financial Results Conference Call. As a reminder, today’s call is being recorded. At this time, I would like to turn the call over to Mr. Eric Bjornholt, our CFO. Please go ahead, sir.
James Eric Bjornholt:
Thank you and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company, I wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Ganesh Moorthy, Microchip's President and CEO; Steve Sanghi, Microchip's Executive Chair; and Sajid Daudi, Microchip's Head Of Investor Relations. I will comment on our third quarter financial performance. Ganesh will then provide commentary on our results and discuss the current business environment as well as our guidance. And Steve will provide an update on our cash return strategy. We will then be available to respond specific industrial and analyst questions. We are including information in our press release and on this conference call on various GAAP and non-GAAP measures. We have posted the full GAAP to non GAAP reconciliation on the investor relations page of our website at www.microchip.com and included reconciliation information in our press release, which we believe you will find useful when comparing our GAAP and non-GAAP results. We have also posted a summary of our outstanding debt and our leverage metrics on our website. I will now go through some of our operating results including net sales, gross margin and operating expenses. Other than net sales, I will be referring to these results on a non-GAAP basis, which is based on expenses prior to the effects of acquisition activities, share-based compensation and certain other adjustments that described in our press release and in the reconciliations on our website. Net sales in the December quarter were $2.169 billion, which was up 4.6% sequentially. We have posted a summary of our GAAP net sales by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were a record at 68.1%, operating expenses were 20.6% and operating income was a record 47.5%. Non-GAAP net income was a record $863.7 million, non-GAAP earnings per diluted share was a record $1.56 and at the high-end of our guidance range. On a GAAP basis in the December quarter, gross margins were a record at 67.8%, total operating expenses were $659.2 million and included acquisition intangible amortization of $167.4 million, special charges of $6.5 million and $0.3 million of acquisition related and other costs and share-based compensation of $37.1 million. GAAP net income was a record $580.3 million, resulting at a $1.4 in earnings per diluted share. As compared to a year ago quarter, our December quarter GAAP tax expense was impacted by a variety of factors, notably the tax expense recorded as a result of the capitalization of R&D expenses for tax purposes. Our non-GAAP cash tax rate was 11.9% in the December quarter. We now expect our non-GAAP cash tax rate for fiscal '23 to be about 11% exclusive of the transition tax and any tax audit settlements related to taxes accrued in prior fiscal years. A reminder of what we communicated over the past couple quarters. Our fiscal '23 cash tax rate is higher than our fiscal '22 tax rate for a variety of factors including lower availability of tax attributes such as net operating losses and tax credits, as well as the impact of current tax rules requiring the capitalization of R&D expenses for tax purposes. We're still hopeful that the tax rules requiring companies to capitalize R&D expenses will be pushed out or repealed. If this were to happen, we would anticipate about a 300 basis points favorable adjustment to Microchips non-GAAP tax rate in future periods. Our inventory balance at December 31, 2022 was $1.165 billion. We had 152 days of inventory at the end of the December quarter, which was up 13 days from the prior quarters level. We've increased our raw materials inventory to help protect our internal manufacturing supply lines. We are carrying higher work in progress to help maximize the utilization of constraint equipment, as well as to position ourselves to take advantage of new equipment installations, which should really bottlenecks. We are investing in building inventory for long lived high margin products whose manufacturing capacity is being end of life by our supply chain partners. We need to take actions to help ensure that our supply lines can feed growth beyond what we expect in the March 2023 and June 2023 quarters and our reported days of inventory is a backward looking indicator. As gross margins rise, the effective days of inventory for the same physical inventory rises. And with every 100 basis points of gross margin growth it creates approximately three incremental days of inventory. Inventory at our distributors in the December quarter was at 22 days, which was up 3 days from the prior quarters level. Our cash flow from operating activities was a record $1.278 billion in the December quarter. Included in our cash flow from operating activities was $385 million of long-term supply assurance receipts. We are going to adjust these items out of our free cash flow to determine the adjusted free cash flow that we will return to shareholders as these payments will be refundable over time as purchase commitments are fulfilled. Our adjusted free cash flow was $751.6 million and 34.6% of net sales in the December quarter. As of December 31, our consolidated cash and total investment position was $288.9 million. We paid down $719.1 million of total debt in the December quarter, and our net debt was reduced by $701.2 million. Over the last 18 full quarters since we closed the Microsemi acquisition and incurred over $8 billion in debt to do so, we have paid down almost $6.2 billion of the debt and continue to allocate substantially all of our excess cash beyond dividends and stock buyback to bring down this debt. Our adjusted EBITDA in the December quarter was a record at $1.106 billion and 51% of net sales. Our trailing 12-month adjusted EBITDA was also a record at $4.051 billion. Our net debt to adjusted EBITDA was 1.56 at December 31, 2022, down from 1.84 at September 30, 2022 and down from 2.58 at December 31, 2021. Capital expenditures were $141.3 million in the December quarter. Our expectation for capital expenditures for fiscal year 2023 is between $525 million and $545 million, as we continue to take actions to support the growth of our business and ramp our manufacturing operations accordingly. We continue to prudently add capital equipment to maintain grow and operate our internal manufacturing operations to support the expected long-term growth of our business. We expect these capital investments will bring gross margin improvements to our business and give us increased control over our production during periods of industry wide constraints. Depreciation expense in the December quarter was $55.3 million. I will now turn it over to Ganesh to give us comments on the performance of the business and the December quarter as well as our guidance for the March quarter. Ganesh?
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. Our December quarter results were well above the midpoint of our revenue guidance marked by our disciplined execution as well as our resilient end markets. Net sales grew 4.6% sequentially and 23.4% on a year-over-year basis to achieve another all time record are $2.17 billion. The December quarter also marked our ninth consecutive quarter of growth. Non-GAAP gross margins came in above the high-end of our guidance at a record 68.1%, up 38 basis points from the September quarter and up 202 basis points from the year ago quarter. Non-GAAP operating margin also came in above the high-end of our guidance at a record 47.5%, up 62 basis points from the September quarter and up 283 basis points from the year ago quarter. Due to a rapid increase in net sales over the last 2 years, operating expenses at 20.65% were 185 basis points below the low end of our long-term model range of 22.5% to 23.5%. Our long-term operating expense model will continue to guide our investment actions to drive the long-term growth, profitability and durability of our business. Our consolidated non-GAAP diluted earnings per share was at the high-end of our guidance at a record $1.56 per share, up 30% from the year ago quarter. Adjusted EBITDA at 51% of net sales and adjusted free cash flow at 34.6% of net sales for both very strong in the December quarter, continuing to demonstrate the robust cash generation capabilities of our business. As Eric mentioned, we have excluded $385 million of long-term supply assurance payments made by customers from our adjusted free cash flow calculation. Since these payments are refundable when customers fulfill their purchase commitments. Net debt declined by $701.2 million, driving our net leverage ratio down to 1.56x, exiting the December quarter. During the December quarter, we returned $409.8 million to shareholders in dividends and share repurchases, representing 60% of the prior quarters free cash flow. We expect to get below 1.5x net leverage by the end of the March quarter. And as Steve will share with you later, the Microchip Board has decided to increase the rate at which capital will be returned to shareholders starting in the June quarter. My heartfelt gratitude to all our stakeholders who enabled us to achieve these outstanding results and especially to the worldwide Microchip team whose tireless efforts and strong sense of ownership are what enabled us to navigate effectively in the midst of turbulent times. Taking a look at our net sales from a product line perspective, our microcontroller net sales were sequentially up 3.5% in the December quarter, and set another all time record. On a year-over-year basis, our December quarter microcontroller net sales were up 25.6%. Microcontrollers represented 56.3% of our net sales in the December quarter. Our analog net sales were sequentially up 5.9% in the December quarter, and also set an all time record. On a year-over-year basis, our December quarter analog net sales were up 21.2%. Analog represented 28% of our net sales on the December quarter. In the December quarter, our FPGA net sales also achieved a new record. While our overall business remains strong in the December quarter, the consumer appliance and market was weak as was our overall business in China. Our China business was initially impacted by COVID lockdowns and then subsequently impacted by the rapid transmission of COVID when lockdowns were lifted. Both actions adversely impacted our customers operations during the December quarter, resulting in inventory of many customers and distributors being higher than normal. In response to the weaker business environment in China, and a small but increasing number of other customers who have inventory and requested push outs, we took action in the December quarter to delay or redirect some shipments and plan to do more of the same in the March quarter. This is designed to reduce customer and channel inventory overbuilt, but will also increase the inventory on our balance sheet in the near-term. In the medium term, we expect this will give us a better chance to achieve a soft landing and position us well to respond to a stronger demand growth as the macro environment improves. As a result of the uncertain macro environment, and the multiple quarters with a backlog on our books, most of which is non cancelable, our bookings have slowed down as we expected. Given the circumstances we view the bookings slowdown as a positive which will serve to preserve the quality of new backlog that gets placed. Our unsupported backlog which represents backlog customers wanted shipped to them in the December quarter, but which we could not deliver in the December quarter remain well in excess of the actual net sales we achieved. Unsupported backlog did declined slightly for the first time in nine quarters. And we are continuing to work hard to further reduce our unsupported backlog, as well as our lead times to more manageable levels. While we have seen an increase in requests to push out or cancel backlog, these requests remain a small fraction of the very large backlog we have over multiple quarters, and hence they have not had a material effect on our business. Despite supply gradually improving, we expect to have supply constraints from much of 2023. However, in order to achieve a more healthy and sustainable business environment, we are driving to bring average lead times down to 26 weeks or less by the time we get to the second half of 2023. And we will be publishing a customer letter to this effect shortly. We believe there are three reasons why Microchip's business is demonstrating more resilience in the midst of the weakness seen by some other semiconductor companies. First, on the demand side, the industrial, automotive, aerospace and defense, data center and communications infrastructure end markets, which make up approximately 86% of our net sales remain solid. The consumer end market, which is about 14% of our net sales is experiencing some weakness, but it's dominated by home appliances which are comparatively more resilient. There are some signs that the data center end market could see some headwinds in 2023. Although our business remains strong, based on the market share gains we have had. And our overall demand remains quite durable, because of the end market mix we have consciously gravitated towards over the years. Second, on the supply side, a vast majority of our products are built on specialized technologies requiring trailing edge capacity. This is the capacity that has been most constrained over the last 2 years, which still remains constrained and where there was less opportunity to over ship [ph] to consumption. And last but not least, our laser focus on organic growth through total system solutions and higher growth mega trends for multiple years is giving us increased design momentum, farther share gains and a result in revenue tailwind. If you review Microchip's peak to trough performance through the business cycles over the last 15 plus years, you will observe a robust and consistent cash generation, gross margin and operating margin results. The investor presentation posted on our IR website has details of our performance through the business cycle. We remain cautiously optimistic about navigating to a soft landing for our business and expect our cash generation gross margin and operating margin to once again demonstrate consistency and resiliency through the cycle. Last quarter, we mentioned that Microchip was in the early stages of considering building a 300 millimeter U.S based fab for specialized trailing edge technologies. After a detailed analysis, we have concluded not to move forward with this project. And that our business objectives would likely be better achieved through our relationships with our foundry suppliers with lower execution risk, and a better return on invested capital. The CHIPS Act is already making a positive impact on our business through the investment tax credit, which started on January 1. And with impending capacity expansion grants that we will be seeking with several of our U.S semiconductor factories. We believe that CHIPS Act is good for the semiconductor industry and for America, as it enables critical investments, which will help even the global playing field while being strategically important for American economic and national security. Now, let's get into the guidance for the March quarter. Our backlog for the March quarter is strong, and we have more capacity improvements coming into effect. However, we are also taking active steps to help customers with inventory positions to selectively push out some of their backlog. Taking all the factors we have discussed on the call today into consideration, we expect our net sales for the March quarter to be up between 1% and 4% sequentially. Further, we expect sequential net sales growth again in the June quarter. At the midpoint of our net sales guidance, our year-over-year growth for the March quarter would be a strong 20.6%. We expect our non-GAAP gross margin to be between 68.1% and 68.3% of sales. We expect non-GAAP operating expenses to be between 20.6% and 20.8% of sales. We expect non-GAAP operating profit to be between 47.3% and 47.7% of sales. And we expect a non-GAAP diluted earnings per share to be between $1.61 per share and $1.63 per share. At the midpoint of our earnings per share guidance, our year-over-year growth for the March quarter would be a strong 20% despite a much higher tax rate than the year ago quarter. Finally, as you can see from our December quarter results and our March quarter guidance, our Microchip 3.0 strategy, which we launched 15 months ago, is firing on all cylinders as we continue to build and improve what we believe is one of the most diversified, defensible, high growth, high margin, high cash generating businesses in the semiconductor industry. Our Board of Directors and leadership team operate just as long-term owners of the business would thoughtfully making the key investments in people, technology, capacity, culture and sustainability required to thrive in the long-term. While being prudent, pragmatic and nimble about whatever short-term adjustments may be required. We are confident we will effectively navigate through whatever macro business challenges may unfold in 2023. Let me now pass the baton to Steve to talk more about our cash return to shareholders. Steve?
Stephen Sanghi:
Thank you, Ganesh, and good afternoon, everyone. I would like to reflect on our financial results announced today and provide you further updates on our cash return strategy. Reflecting on our financial results, I continue to be very proud of all employees of Microchip that have delivered another exceptional quarter, while making new records in many respects, namely record net sales, record non-GAAP gross margin percentage, record non-GAAP operating margin percentage, record non GAAP EPS and record adjusted EBITDA and all that in a continuing challenging supply environment. The Board of Directors announced an increase in the dividend of 9.1% from last quarter to 35.8 cents per share. This is an increase of 41.5% from the year ago quarter. During the last quarter, we purchased $229.5 million of stock in the open market. We also paid out $180.3 million in dividends. Thus the total cash return was $409.8 million. This amount was 60% of our actual free cash flow of $682.9 million during the September 2022 quarter. Our pay down of debt as well as record adjusted EBITDA drove down our net leverage at the end of December 2022 quarter to 1.56 from 1.84 at the end of September. Ever since we achieved an investment grade rating for a debt in November 2021 and pivoted to increasing our capital return to shareholders, we have returned $1.867 billion to shareholders through December 31, 2022 by a combination of dividends and share buybacks. In the current March quarter, we will use the adjusted free cash flow from the December quarter to target the amount of cash returned to shareholders. The adjusted free cash flow excludes $385 million that we collected from our customers for long-term supply assurance payments. These payments are refundable when customer fulfill their purchase commitments. The adjusted free cash flow for December quarter was $751.6 million. We plan to return 62.5% or $469.8 million of that amount to our shareholders. The dividend expected to be approximately $196 million, and the stock buyback expected to be approximately $273.8 million. We also want to provide guidance for a planned cash return to shareholders beyond this quarter. We expect our net debt leverage at the end of March quarter to be less than 1.5. Therefore, our Board of Directors decided that beginning with the June quarter, we will accelerate the cash return to shareholders. We laid out a strategy for our cash return to shareholders at an analyst and investor day in November 2021. We began with returning 50% of the free cash flow of the prior quarter and increasing it by 2.5 percentage points every quarter. With these increases, we'll be returning 62.5% of last quarter's adjusted free cash flow to investors this quarter. Beginning in June quarter, we expect to double the rate at which we are increasing the percentage free cash flow return to shareholders. In other words, in June quarter, we expect to return 67.5% of our adjusted free cash flow from March quarter. Then in September quarter, we expect to return 72.5% of adjusted free cash flow from the June quarter. And so on, 5 percentage point increase every quarter. At this rate, we would approach 100% return of our adjusted free cash flow in about eight quarters. We realized that we're still getting a debt burden of $6.62 billion in a rising interest rate environment as some of our debt matures, we will likely be renewing it at a higher interest rate than we are currently paying on such debt. Our strategy of accelerating our cash return to shareholders over several quarters would help us pay down some additional debt and lower our debt service costs. With that, operator, will you please call for questions?
Operator:
[Operator Instructions] Our first question comes from the line of Toshiya Hari with Goldman Sachs. Please proceed.
Toshiya Hari:
Hi, good afternoon. Thank you so much for taking the question. I had a question on the pricing environment. In calendar '22, you grew your business about 25%. What percentage of that was pricing versus volume, and as you look ahead to calendar '23. considering the demand backdrop, considering potential price hikes from some of your foundry partners, how do you think about pricing and how do you see pricing play out and any implications for your margin profile in calendar '23. Thank you.
Ganesh Moorthy:
So the price increases in 2022, we're -- at various stages, and different based on customer what contractual agreements we had with them. Our philosophy is the price increases are there to cover the cost increases that we saw in 2022. So we don't have a nice, easy breakout of what was cost driven -- price driven increase versus product shipment increases. And that is a component of both obviously. The intensity of cost increases we're seeing in 2023 are less than what they were in 2022. And we have not really made any judgment yet on price increases for this calendar year. Our intent would be that at some point, we'll look at it, and again have the same philosophy that we want to make sure that the cost increases are covered in any price increases we make. Pricing for us is a strategic exercise. It is intended to make sure that customers get comfort in being able to design, proprietary designs that they're going to run with us for a long time. It is not a tactical exercise to be able to maximize either the price or the revenue or the profits that come from it. Thank you.
Operator:
Our next question comes from the line of Vivek Arya with Bank of America. Please proceed.
Vivek Arya:
Thanks for taking my question. Ganesh, I'm curious, do you think the share gains that you're seeing when I compare your sequential or year-on-year growth in calendar Q1 versus your peers. Is that a cyclical thing? Is that a structural thing, because many of your peers also have lower consumer exposure. They have high industrial, automotive exposure, and many of them have guided sales down, yet you're guiding it up in March and suggesting that they could grow again in June. So I'm curious how much of this is just a cyclical issue where you just had a difference and when supply was available? Or is it really you're gaining share or there is something more structural and you can maintain this kind of market share gain advantage over time? Thank you.
Ganesh Moorthy:
Yes, as I mentioned, in the three categories of what we believe is differentiating our results, a part of it, which is structural is what we have done for multiple years on how do we grow organically? How does the total system solutions approach which is a huge amount of work across the company come in and then it takes time for it to pay off. That's been happening for multiple years. How do we focus on higher growth opportunities from a market megatrends standpoint. Those are all we believe, unique growth drivers for Microchip, and are in fact structural growth that is being built into what our long-term growth will be.
Vivek Arya:
Thank you.
Ganesh Moorthy:
Thanks, Vivek.
Operator:
Our next question comes from the line of Gary Mobley with Wells Fargo Securities. Please proceed.
Gary Mobley:
Hey, guys. Thanks for taking my question. I realized that you got out of the business of providing some estimation as to how many quarters in a row you may be able to grow sequentially into the future. But since you did comment on the June quarter, I was hoping that maybe you can share with us the magnitude of the sequential increase you might see in June and then perhaps may this sequential growth continue beyond the June quarter?
Ganesh Moorthy:
Firstly, we're not trying to guide anything beyond the June quarter. And for June, like we did in prior quarters, we're giving you a directional expectation that we have, but not an absolute expectation that we have. And we'll get to that when we get to the May conference call. But for now, we feel confident we can grow in the June quarter on top of the guidance we're providing in the March quarter.
Gary Mobley:
Thank you. Thank you, Ganesh.
Ganesh Moorthy:
Thanks, Gary.
Operator:
Our next question comes from the line of Joshua Buchalter with Cowen & Company. Please proceed.
Joshua Buchalter:
Hey, guys. Thanks for taking my questions. This is Josh Buchalter on behalf of Matt Ramsay. I wanted to ask you about the capital return program. I think some may have expected more binary event when you hit the leverage target, but you're taking the more gradual approach. You called out the rate environment. Can you walk us through sort of why the decision to more gradually take it up? And then also is there I guess an intermediate target leverage where you would stop doing debt repayments altogether and just do 100% repurchases and dividends. Thank you.
James Eric Bjornholt:
So what Board has decided is that given $6.62 billion still owing on the debt, and some of that debt, I think at least $2 billion of that debt have an interest rate of below 100 bps. And when that comes up from maturity, we will be renewing it. If we were renewing it today, it will be over 5%. So in that kind of current environment and interest rates are still rising, the Board decided to not go to 100% cash return right away today. They decided to do that over eight quarters. We double the rate at which we are increasing the cash return, we were increasing it like 60%, going to 62.5%, going to 65%. And what we have said is now we will go up 500 bps of the quarter. So current quarter 62.5%, next quarter, 67.5%, then 72.5% and 77.5%. At that rate, I think in seven quarters or so will be 97.5% and then go to 100%. I think that's a more reasonable approach to pay down some more debt along in the next eight quarters.
Ganesh Moorthy:
Joshua, if I will add to it, I think, circumstances have changed from 2021 when interest rates were very low, money was freely available to where we are, and we have to adjust as the circumstances change. And that's what the Board in its deliberation had to think about, and decided in terms of how we're going to go forward. We're absolutely committed to what we said. But we're going into glide slope, that is different today given what we know is the circumstances today.
Joshua Buchalter:
Thanks for the color and congrats on the results.
Ganesh Moorthy:
Thank you.
Operator:
Our next question comes from the line of Raji Gill with Needham & Company. Please proceed.
Raji Gill:
Yes, thank you, and congrats as well. Wanted to get a view on the trailing edge capacity. How do you see investments in trailing edge capacity going forward with future projects on 300 millimeter. There's chatter that other major companies are increasing CapEx significantly. So just wanted to get a sense of the view of the industry on lagging edge capacity that's obviously been the issue with supply constraints, and how do you think the industry is adjusting to that dynamic?
Ganesh Moorthy:
From our perspective, we did that analysis. And in the process of doing the analysis, we had to validate which assumptions we were making, that were reasonable assumptions, which assumptions perhaps are changing over the next 3 to 5 years of time. And we don't know about industry investments necessarily, but we do know that our partners and us in the communication that we have had, have a high confidence prep to being able to satisfy the 300 millimeter trailing edge capacity requirements that our business requires. And with our partners and us, we have concluded that our business is best met with the best overall results in partnership with them.
Raji Gill:
Thank you, Ganesh. And for my follow-up, with respect to lead times, as the lead times come in, you did mention that you're starting to see some order push outs, your goal is to kind of get to 26 weeks by the second half of the calendar year. I'm just wondering if you could elaborate a little bit further on customers and their backlog. As you -- as they start to reduce long lead time orders as more supply comes online, do you anticipate more order volatility, or how do you manage that? Thanks.
Ganesh Moorthy:
Long lead times are never a good thing for either the customer or for us. There's more uncertainty the farther out in time you go. So providing shorter lead times and working towards getting it is in the best interest of our customer and what they need to plan for and for us and what we need to plan for. And we expect that the bookings and backlog will reflect that change in lead time out in time. Now we're not there today. We're expecting to get there in the second half of the year. And it will still take time, through much of this year that we have to get through the constraints. It also has an unknown, which is what happens in the back half of this year on the demand side of the equation. And if you remember over the last 2 years, the lead times have been driven not because we didn't increase supply, it's because demand increased faster than we could bring out supply every single quarter for about eight quarters. And so we're working hard to be able to get that supply line improvement to bring lead times into a more manageable situation to bring backlog into a more manageable timeframe. And then the demand side of the equation may or may not effect it farther as we go into the second half of the year.
Raji Gill:
Thank you.
Ganesh Moorthy:
You’re welcome.
Operator:
Our next question comes from the line of Tore Svanberg with Stifel. Please proceed.
Tore Svanberg:
Yes, thank you. I had a question on both internal and channel inventory. So it sounds like near-term you want to build even more internally to kind of manage it externally or manage the channel. I was just hoping you could give us some numbers on where you intend the targets to go. I mean, I know what your targets are for channel inventory. But perhaps for the next couple of quarters, how do you view the internal inventory days going versus those in the channel.
Ganesh Moorthy:
So we would expect that our internal inventory is likely to go up from where it is. It will get to a point where it will reverse course, I don't have a precise time for when it will. The channel inventory is really in the hands of the channel for them to decide at what level of inventory do they want to run consistent with their working capital, their customer support requirements and all of that. I don’t know, Eric, if you want to add more on that.
James Eric Bjornholt:
Yes, so we specifically guided in our release today for inventory days ending March to be between 157 and 164 days. Beyond that, we really haven't given any color. But we'll continue to manage our manufacturing operations and our purchases from our suppliers to be in the right spot to support our customers.
Ganesh Moorthy:
Now the way to think about the inventory is this is inventory of product that are very long lifetimes. There is no obsolescence risk on them. It is positioned well to respond to customers and their requirements. If there is a stronger up cycle in the second half of the year, it gets us in a running start to be able to go do that. So we don't see the inventory levels that we are seeing today and predicting for this quarter has anywhere close to being an issue for us.
Tore Svanberg:
Great, color. Thank you.
Ganesh Moorthy:
Thank you.
Operator:
Our next question comes again from the line of Toshiya Hari with Goldman Sachs. Please proceed.
Toshiya Hari:
Thank you for the follow-up. Maybe one for Steve, just on kind of the philosophy or the approach toward the PSP, I personally was under the impression that you were pretty adamant about customers taking product at least business that, that was tied to PSP. It sounds like you're being a lot more flexible with that, I guess what's changed over the past couple of months. I completely agree with you. It's a win-win, if you -- I guess go for a soft landing, but curious what's changed internally and around the philosophy there. Thank you.
Stephen Sanghi:
Toshi, let me have Ganesh answer that.
Ganesh Moorthy:
So the philosophy of PSP backlog being high quality backlog, something we would like to get and have on our books, hasn't really changed. The non-cancelability of PSP backlog hasn't really changed. What we have always said is that the non-cancelable part of it is not where we are willing to negotiate. It's on the non-reschedulability or the ability to push it out that we are. And we are working to make sure that where we see customers who have inventory and other customers who don't have product, being able to take and redeploy from one to the other, and that's a common sense way of set -- of helping two customers with one action that we would go do. On the other hand, where we see potential customers who need some help in terms of pushing inventory out quarter boundaries as the case might be, we'll work with them. These are long-term customer relationships that we want to have. What we've always wanted was responsibility from a customer placing PSP backlog on us to be able to honor the non-cancelability, because we make commitments based on that responsibility to our supply chain. And I think you got to have some reliability in the people in that chain who make and meet commitments on the non-cancelability.
Toshiya Hari:
Makes sense. Thank you.
Ganesh Moorthy:
Thank you.
Operator:
The next question comes from the line of William Stein with Truist Securities. Please proceed.
William Stein:
Great. Thanks for taking my question. You noted that OpEx is tracking below your long-term target right now. And I'm hoping you can help us understand where or maybe give us some expectations as to where that should trend through the year and then longer term, should we expect this percentage to increase?
James Eric Bjornholt:
Yes, so we would expect that over time that percentage will increase to -- be within our long-term model range, which we shared with the street last November, November 2021 at our Analyst Day. And so we're well below that today. We've had a couple of fantastic growth years, and it's been difficult to keep up with the span, and particularly hiring people. And we're seeing some of that free up today. So, we are still continuing to hire and add people to our teams to make sure we are supporting the long-term growth of the business with having the people and processes and systems in place to drive that. So you should expect over time that it will gradually inch its way up, but it's not something that happens overnight. You've been seeing that we've been investing significantly in increased operating expense dollars over many quarters now and just that haven't been able to keep up with the rate of revenue growth. And actually in the current quarter, the midpoint of our guidance is actually just slightly higher in percentage terms than what we achieved last quarter. I think it's 20.7% this quarter versus 20.65%. Again, it's the net, but we are continuing to invest and making progress on the hiring front.
Ganesh Moorthy:
Will lead the way I think about it philosophically also is that the OpEx investments we make are also critical investments that drive future gross margin improvements, future innovation for delivering to our customers. And the whole growth and profitability of the company is dependent on making good operating investment -- operating expense investments. And so that's why it's important to keep the investments consistent with where growth is, but for long-term growth and profitability.
William Stein:
Great. Thank you.
Ganesh Moorthy:
Thanks, Will.
Operator:
Our next question comes from the line of Ambrish Srivastava with BMO Capital Markets. Please proceed.
Ambrish Srivastava:
Hi. Thank you very much. I'll speak for myself, Ganesh. And Steve, you guys have proven me wrong. I thought, okay, it'd be. We have never seen this kind of "soft landing". So two quarters in a row, you have shown and you're given guidance beyond the quarter. So kudos to you for that. But I just wanted to drill in a little bit into a point you made Ganesh. You said that the lead times coming down to 26 weeks, and you made some comments on the PSP as well. It sort of make sure I understood, what are your assumptions for the second half demand that is kind of baked into your comments as you can get lead times after 26 weeks in the back half.
Ganesh Moorthy:
We're not getting into specific guidance on second half growth and where it's going to be. I think we're judging based on what are we doing to be able to continue to improve the supply lines, both our own as well as what we're doing with our partners. We are judging where we expect demand to be out in time, but we don't have any certainty around it. And those are -- it's a multivariable equation, that if you project out under certain circumstances, certain assumptions that you make that we can in the second half of the year begin to get closer to that 26 week lead time. We could be wrong. The demand could come back roaring in the second half that we're not thinking about as it did in '21 -- 2020 and 2021. But under a reasonable set of expectations that we are internally modeling but we're not externally communicating, we think that's what we can get to. And we think that's where we need to get to, to kind of run this business on a consistent basis and have it as a strong way in which our customers and us together can plan for business.
Stephen Sanghi:
Let me add to that a bit. Let me add a bit to the answer. As you have seen, many of our competitors and others in the semiconductor industry actually go down sequentially for the last couple of quarters, and most of them are guiding down for the March quarter. We have been growing every quarter. And Ganesh mentioned that earlier, has to do with our end market mix, focus on mega trends, focus on total system solutions, and we've been gaining share. So not having gone down all this time, and still guiding growth in March as well as June quarter. When you get to the second half, it's quite possible that others are saying second half demand will pick up again, that we get the wind on the back in the second half while never had gone down in the last two quarters and the forward looking couple of quarters. So that's the thesis of soft landing where we just didn't go down so far, and we pick up wind again in the second half. So looking at the that way, how we are differentiating ourselves.
Ganesh Moorthy:
And by the way, you can go back in 2020 and look at the fourth quarter performance in 2020 and you will see that we had barely a ripple in the first half and strong growth in the second half.
Ambrish Srivastava:
Right. Thank you, guys. Appreciate it.
Operator:
Our next question comes from the line of Harlan Sur with JPMorgan. Please proceed.
Harlan Sur:
Good afternoon. Thanks for taking my question. On the commentary on higher inventory levels driven by some of the supply and demand dislocations in China due to the easing of the zero-COVID policy, it looks like you guys are proactively helping customers here by pushing out shipments, maybe decreasing your sell-in into the channels in that region. Does this imply that within your March quarter guidance, that China region revenues will be down sequentially? And just given that China is through the first waves of COVID here this quarter, are you starting to see some signs of demand improvement?
Ganesh Moorthy:
So while we don't break out guidance by end market, in the March quarter, China -- Greater China has always had a decline. There are 7 to 10 days of holidays for Chinese New Year. And we don't expect this year is any different. What we are cautiously optimistic is that with the worst of COVID behind in the December and January time frame, that post Chinese New Year, which is right about now, China will come back and have a more constructive approach to where their economy and therefore, our business will go as well. I can't give you that as an absolute it's going to go happen. And so we are modeling for a normal China quarter this quarter and something more could happen depending on how business comes back post-Chinese New Year.
Harlan Sur:
Thanks, Ganesh.
Stephen Sanghi:
In vast number of cases, majority of the cases when we help the customer in China or distributor to not get the product because they had inventory, we had so much other demand for that product in U.S. or Europe, and other customers because we're still carrying huge amount of unsupported backlog. So in most cases, where we accommodated a customer, we ship that product to somebody else.
Harlan Sur:
Thanks, Steve. Thanks, Ganesh.
Ganesh Moorthy:
Thanks, Harlan.
Operator:
Our next question comes from the line of Christopher Rolland with Susquehanna. Please proceed.
Matthew Myers:
Hey, guys. This is Matt Myers on for Chris. I just wanted to circle back on your PSP for a second. I was curious because you guys have said in the past that your PSP is well over 50% of your backlog. I was just curious where that is now, and what the differences are between PSP versus non-PSP backlog?
Ganesh Moorthy:
It remains well over 50% to this day.
Matthew Myers:
Got it. That's helpful. And then do you have any updates on utilizations and how they've changed in the quarter and kind of what your expectations are going ahead?
James Eric Bjornholt:
So really, really no change. The manufacturing facilities are running hard. So we've been bringing in a lot of equipment and bringing that online. So no real change to report there.
Matthew Myers:
All right. Thank you.
Stephen Sanghi:
I mean utilization is essentially 100%, right?
Matthew Myers:
Yes.
Stephen Sanghi:
Every wafer we can move and every unit we can move to the factory, we're moving it.
Matthew Myers:
Great. Thank you.
Operator:
Our next question comes from the line of Vijay Rakesh with Mizuho Securities. Please proceed.
Vijay Rakesh:
Yes. Hi, guys. Good quarter and guide here. Just a quick question on the -- on inventory levels. I was wondering if you could give some color on what [indiscernible] look like at the customer side, if you were to look at the different segments, industrial or orders?
James Eric Bjornholt:
We don't really have that information to share. We just have anecdotal information from individual customer conversations, Vijay. So we don't get any sort of reporting on inventory being held by any of the end customers. We get that through distribution, and we shared that in my prepared remarks, the distribution inventory was up 3days in the quarter. Outside of that, I don't have anything else to say. I don't know if Ganesh or Steve would add anything.
Ganesh Moorthy:
The only thing I would say is that we don't have a customer that is so large that their business or their inventory would change our business materially. You can take any of the customers and if they are public companies, you can do an analysis of what inventory they carry. And we do that, but we don't know what the inventory is. And in many cases where we are shipping product that is from constrained corridors from legacy technologies that don't have as much excess capacity. We don't believe our inventories are what they're carrying. But honestly, we don't know and they don't report the same way as our distribution channel partners report to us.
Vijay Rakesh:
Got it. And then on the lead times, obviously, a good thing that they are coming in. But is that a function of broad industry supply improving? Or is it more a reflection of demand? Or how would you parse it? I guess, especially if we look at the different markets, right, every market may be different?
Ganesh Moorthy:
Well, you need both sides of that equation, right? So our supply lines are improving. The fact that parts of the industry have slowed down, has opened up capacity incrementally to us. Our lead times are still long. And it's really -- there's a tremendous amount of work we have to do over the next 6, 9, 12 months to one by one by one, get it back into a range. And we're still expecting that the 26 weeks is kind of an average lead time. We are going to have some that are longer, some that are shorter than where we go. But directionally, it's where we want to go. It's what makes it constructive for our customers to plan better and for us to serve them better.
Vijay Rakesh:
Got it. Thanks.
Ganesh Moorthy:
Thank you.
Operator:
Our next question comes from the line of Chris Danely with Citi. Please proceed.
Chris Danely:
Hey, thanks guys. I guess one clarification and a question. You seem to indicate that there was some weakness in China, but I think Ganesh or Steve, you just mentioned that you're planning for a normal quarter in China in Q1. So any delineation there? And then for the question, you mentioned that some "other customers" have too much inventory. Is there any rhyme or reason there? Any commonality between end markets or geographies? Or is it just sort of spread out all over the place? Thanks.
Ganesh Moorthy:
Let me take them one by one. So what I said was that China had weakness in the December quarter, and they were from two different COVID events. First, the lockdowns, then the reopening and the spread of COVID that took place. And that caused havoc at many, many of our customers and where it was at. We are expecting that those are behind us in this quarter, and that's what the information we have and the early signs we have are. And so a good chunk of this quarter is still ahead of us. We've just gone through January, almost 10 days of that were used for the Chinese New Year. And so we have all of February and all of March. And so in that context, we think China will be normal in this quarter. There's no incremental weakness compared to last quarter. And in fact, the COVID issues are largely behind where they were last quarter. In terms of customers who have inventory position, this is not something new. We've mentioned it in prior quarters as well is that if someone self-identifies as having product that they would like to get later, we will take that information and find other customers to the extent we can who can use that product and are short today so that we match where there is a supply-demand imbalance, but it's in the customer's location to be able to do it. And there's no particular end market where that is giving us grievance, et cetera. Clearly, the whole appliance market is one relative to some of the others where there is more weakness than that. But there's always going to be customers who can be in any end market who ask for relief to be able to help other customers. And we will, to the extent we can.
Chris Danely:
Got it. Thanks, Ganesh.
Ganesh Moorthy:
You’re welcome.
Operator:
Our next question comes from the line of Chris Caso with Credit Suisse. Please proceed.
Chris Caso:
Yes, thank you. Good afternoon. I have a question about the manufacturing plan, given your decision not to go forward with the 300-millimeter investment. I guess for one, just what's driving that decision? And does that remove any possibility of internal capacity expansion going forward? And then following that, what do you think that means for Microchip competitively? Are you confident in your ability to get third-party wafers at competitive prices to support your growth going forward?
Ganesh Moorthy:
Yes. So let me parse your question. So number one, we are continuing to expand the existing facilities we have. Those are the three fabs in the U.S., our assembly and test facilities in the Far East, et cetera. So there is no backing off from capacity where we believe we can bring on cost effective capacity that will go forward. Now 300-millimeter was a fairly large step for us, right? We don't have that infrastructure. We had a lot of thinking to do on how would we load a fab because you can build a fab and you can get the help to get the government funding, whatever else, to do that. But still, at the end of the day, there are several things that are important to have. And the most important one is do you have enough wafers to load it and have the cost per wafer and the absorption cost effective or not. That was going to be a challenge we knew at all times. And second, we need to be able to license the technologies because unlike in 200-millimeter where we own the vast majority of our technologies, in 300-millimeters, we would need to license that technology from our partners. That all said, as we looked at on balance, how could we achieve our business objectives. In the conversations we were able to have at the highest levels of our partners, we came away with plans and commitments for what was needed to support our business that we felt very confident that being able to work in the model we have today with our partners was completely supportive of our business and substantially derisk the execution of a greenfield 300-millimeter fab.
Chris Caso:
Okay. Thank you. As a follow-up, there's obviously been a lot of discussion about the PSP program. And I wanted to ask on it, in the context of as you achieve your goals of getting lead times down, what do you expect your customers' reaction to be? Obviously, the PSP program and bookings so far ahead was something we hadn't typically seen in the industry for Microchip generally. Do you expect that customers would naturally wean themselves off of PSP or at least put a smaller part of the backlog in PSP if the lead times come down? And clearly, it sounds like that's not happening right now.
Ganesh Moorthy:
It's -- the jury is still out. But let me tell you right in the middle of all of this, we continue to have customers approaching us for long-term supply agreements, long-term supply agreements that are predominantly in a 5-year window of time. So many, many of our customers build substantially valuable end equipment. I mean if you think of aerospace defense, commercial aviation, medical, automotive, many of the large industrial equipment, et cetera, they are trying to have assurance of supply as the most critical element of what they are planning for. Now how they want to do it with us, whether it is standard backlog, PSP backlog, long-term supply agreements is really a business decision that they need to make on the risk rewards or where they want to go. But I can tell you that for the customers that we're dealing with for many, many, many of them, the value of the supply assurance is extremely high on their agenda and is the reason why they are continuing to be a participant in the PSP program and signing up to be an increasing number of long-term supply agreements that they're signing up for.
Stephen Sanghi:
We said in our prepared remarks that we collected $385 million just last quarter from customers who signed up for a long-term supply agreement. So our customers do not see the environment that has lots of excess capacity and people are shutting down factories and laying off people. The capacity on the nodes that we use is still largely constrained and customers are still concerned about getting long-term capacity, and they're giving us money and signing up long-term supply agreements for us to put that capacity in place ourselves or to sign up with our foundry partners.
Ganesh Moorthy:
Yes, Chris, a lot of conversations are taking place at the CEO, CPO levels for these. And I think customers are much more thoughtful about a long-term view. They're not looking at a one or two quarter. The cycle may be slower than what we thought. They're as much worried about what happens in 2024 and what happens in 2025 and how do they build a supply chain that is reliable, resilient and enables their growth on these very, very high valued and equipment.
Chris Caso:
Got it. Thank you.
Ganesh Moorthy:
Thanks, Chris.
Operator:
Our next question comes from the line of Joe Moore with Morgan Stanley. Please proceed.
Joe Moore:
Great. Thank you. I guess, I just wonder how you see the progression of bookings here. You've got this elevated backlog. You have lead times coming in. It seems like the book-to-bill should go pretty far below 1, but then we probably -- it's just math at that point, it's not really that there's an air pocket at the end. But I guess, historically, a lot of times, there's been air pockets at the end. So as -- I know you guys have seen a lot of these types of environments. Just how are you thinking about it? And how will you know if that lead time reduction means you need to take more action to kind of -- the actions you've already discussed to protect your earnings power?
Ganesh Moorthy:
Joe, book-to-bill in our business has never been a meaningful indicator. We're making proprietary products, but the customer doesn't buy from anybody else. It has always been an indicator of what is the customer sentiment about where the business is going and what kind of lead times are they going to have to prepare for. So clearly, in an environment in which lead times will start to come in, customers will pull back on some of the bookings. And I actually -- I said that in my prepared remarks as well. It doesn't mean that their needs have changed. It doesn't mean that their usage patterns are going to change, right? It's just how they want to work with us. Now customers also have been burned pretty badly over the last couple of years on trying to kind of optimize the last 5% of where they're going to hold inventory, et cetera. And so they do have an approach that is not tactical. They're trying to be more strategic in how they think about things. And where the bookings are low, our bookings are high, we know that they're going to come. And if I go back four quarters ago, bookings were out of this world. And we were seeing levels of bookings that were incredible. But that didn't mean we expected business was going to double next quarter or the quarter after that. They were being placed out in time. And so we feel good about where our backlog still is. We still have multiple quarters of backlog. We are still getting bookings that are coming in at a lower rate, but we think they're high-quality bookings because we're not expecting that they have to place backlog beyond a point where they're comfortable with. So I think it's a good environment at this point and bookings are low, but that's okay.
Joe Moore:
Great. Thank you.
Operator:
Our next question comes from the line of Vivek Arya with Bank of America. Please proceed.
Vivek Arya:
Thanks for the follow-up. Actually, just a comment and a question. Comment, if I just annualize your March quarter guidance, it suggests annual sales growth somewhere in the 10% to 11% for this year, and I just wanted to make sure that, that is kind of the message you are giving. My question is on gross margin. Usually, when you grow sales, you have been able to grow gross margin. But I know I'm nitpicking, but I think for March, you are guiding gross margins to go down somewhat and you're also kind of at the higher end of your gross margin outlook. So what's happening to gross margins? Why are they going down? And is 68.5% kind of that final destination or is there more leverage in the model?
James Eric Bjornholt:
Okay. So I will take both the questions and Ganesh or Steve can add on to it. So you're asking a guidance for the next year, does 10% or 11% make sense. We've made no comment beyond what we are going to grow in the March quarter other than we will grow again in the June quarter. So I can't really provide any color on what you're saying there. On gross margin, we are actually guiding gross margins to be up modestly in the quarter. Last quarter, we were at 68.1% non-GAAP gross margin. And if you look at the guidance table in our release, the midpoint of guidance is 68.2%. There's a GAAP and a non-GAAP column in there, and maybe you're just looking at the wrong one, but non-GAAP and GAAP margins should both be up in the quarter.
Vivek Arya:
And any leverage beyond the 68.5%, Eric?
James Eric Bjornholt:
So we aren't at 68.5% yet. We are guiding to 68.2%. Our long-term model is a range of 67.5% to 68.5%. And we've done extremely well. We got to where we are very quickly. We just announced those targets at our Analyst Day in November of 2021. And we are always looking to continuously improve. So I would say that over time, as the top line grows, we think we will be efficient. We will be introducing highly value-added products that can drive higher gross margins, but we have not changed that target at this point.
Ganesh Moorthy:
And Vivek, we're always balancing growth and gross margin, right? We want both. And so we got to be careful that we don't take one up so high that it affects the other. So we will improve, but we also want growth to continue at the rate that we want.
Vivek Arya:
Understood. Thank you.
Ganesh Moorthy:
Thank you.
Operator:
Next question comes again from the line of Harlan Sur with JPMorgan. Please proceed.
Harlan Sur:
Yes, thank you for the follow-up. So with fiscal '23 almost behind us, wondering if you have an update for us on your total system solution strategy. I went to two of your major distributors' websites and I think they listed over 4,000 reference designs for Microchip, and that's up substantially from a few years ago. How effective are these reference designs in helping to drive TSS? And do you have any metrics you can share with us on increasing dollar content for customer engagement?
Ganesh Moorthy:
So clearly, the reference designs, both ourselves, our partners and how we go are a key element of how we go and provide total system solutions. But really, we've taken it from just reference designs and products at the design stage to how are we conceiving our solutions, how our businesses working together to create products in parallel that together create the hardware, software and services that are needed for customers to be able to adopt a large portion of their design with our products. And so it's a complex set of processes that we are working on. You're seeing some of the benefits in terms of the differential results that you've seen with us. There is not an easy equation I can plug into that tells you, okay, this is the rate at which it's going. But you can see in the total results for the company, and it does come from years of honing in all aspects of the total system solutions from development to go-to-market to sales to how do we ensure that those designs stay and stay sticky with the Microchip solutions.
Harlan Sur:
Thank you.
Ganesh Moorthy:
Thanks, Harlan.
Operator:
Our next question comes again from the line of Ambrish Srivastava with BMO Capital Markets. Please proceed. Ambrish, your line is now live.
Ambrish Srivastava:
Sorry about that. Thank you. Thank you for accommodating me in a follow-up. I had a question on 300-millimeters, Steve. I thought when you started to talk about it, you made a very compelling argument of why there hasn't been enough capacity, and then ROIC is a very compelling argument of why not doing it. I just wanted to make sure I understand the comment you made, Ganesh, that with your partners, you feel comfortable that they would be investing and we won't be back to that again in a -- I don't know how many quarters from now that we're again sitting here and saying, hey, look, there isn't enough capacity. So we feel comfortable enough to not go forward because of the commitment from your partners. Is that the right takeaway?
Ganesh Moorthy:
Yes. So we've had extensive discussions about options by which we could move forward, options that our partners were exercised to be able to support what we need, and we’ve had those at the highest levels of our partners' management. And we are confident that what we need in partnership with our supply chain -- our key supply chain partners can be met. And as I said, it does it at a far lower risk and a far better ROIC.
Ambrish Srivastava:
Okay, got it. Thank you.
Operator:
Thank you. There are no further questions at this time. Mr. Moorthy, I'd like to turn the call back to you for closing remarks.
Ganesh Moorthy:
Great. Thank you, and thank you to everyone who joined us on the call today, and we will be seeing many of you on some of the events that are coming up this quarter, but have a good evening. Bye-bye.
Operator:
This concludes today's conference. You may now disconnect your lines.
James Eric Bjornholt:
[Technical Difficulty] Is a record $814.4 million. Non-GAAP earnings per diluted share was a record $1.46, and at the high-end of our guidance range. On a GAAP basis in the September quarter, gross margins were a record at 67.4%. Total operating expenses were $642.8 million and included acquisition intangible amortization of $167.5 million, special charges of $4.3 million, $3.2 million of acquisition-related and other costs and share-based compensation of $34.8 million. GAAP net income was a record $546.2 million resulting in a record $0.98 in earnings per diluted share and was adversely impacted by a $2.1 million loss on debt settlement associated with our convertible debt refinancing activities. Our September quarter GAAP tax expense was impacted by a variety of factors, notably the tax expense recorded as a result of the capitalization of R&D expenses for tax purposes. Our non-GAAP cash tax rate was 11.2% in the September quarter. We now expect our non-GAAP cash tax rate for fiscal '23 to be between 9.8% and 10.8%, exclusive of the transition tax, any potential tax associated with restructuring the Microsemi operations into the Microchip global structure and any tax audit settlements related to taxes accrued in prior fiscal years. This is modestly higher than our previous forecast as we have refined our tax calculations for the year. A reminder of what we communicated last quarter, our fiscal '23 cash tax rate is higher than our fiscal '22 tax rate for a variety of factors, including lower availability of tax attributes such as net operating losses and tax credits as well as the impact of current tax rules requiring the capitalization of R&D expenses for tax purposes. There appears to be some momentum for the tax rules requiring companies to capitalize R&D expenses to be pushed out or repealed. If this were to happen, we would anticipate about a 300 basis point favorable adjustment to Microchip's tax rate in fiscal year 2023. Our inventory balance at September 30, 2022, was $1.03 billion. We had 139 days of inventory at the end of the September quarter which was up 12 days from the prior quarter's level. We have increased our raw materials inventory to protect our internal manufacturing supply lines. We are carrying higher work in progress to maximize the utilization of constrained equipment as well as to position ourselves to take advantage of new equipment installations which will relieve bottlenecks. We are investing and building inventory for long-life, high-margin products whose manufacturing capacity is being end of life by our supply chain partners. We need to ensure that our supply lines can feed growth beyond what we expect in the December 2022 and March 2023 quarters and our reported days of inventory is a backward-looking indicator. As gross margins rise, the effective days of inventory for the same physical inventory rises and with every 100 basis points of gross margin growth, it creates approximately 3 incremental days of inventory. Inventory days at our distributors in the September quarter was at 19 days which was flat to the prior quarter's level. With distribution inventory still being low, we will be carrying higher inventory at Microchip to ensure our customers can be served. In the September quarter, we repurchased $36.9 million of principal value of our 2025 and 2027 convertible subordinated notes for cash and we also paid cash for the value of these bonds above the principal amount which was an additional $60 million. We used cash generation during the quarter to fund the amount of the convertible debt repurchases and we believe that these transactions will benefit stockholders by reducing share count dilution to the extent our stock price appreciates over time. The principal amount of convertible debt on our balance sheet at September 30 was $766.6 million. This includes $665.5 million of convertible bonds maturing in November of 2024 with the cap call option in place that offsets any potential dilution from these convertibles up to stock prices of $116.15. At the beginning of calendar year 2020, Microchip had $4.481 billion of convertible bonds outstanding. So today, our overall capital structure is in a much better long-term position. Our cash flow from operating activities was $793.2 million in the September quarter. Our free cash flow was $682.9 million and 32.9% of net sales. As of September 30, our consolidated cash and total investment position was $306.8 million. We paid down $264.9 million of total debt in the September quarter and our net debt was reduced by $192.6 million. Over the last 17 full quarters since we closed the Microsemi acquisition and incurred over $8 billion in debt to do so, we have paid down almost $5.5 billion of debt and continue to allocate substantially all our excess cash beyond dividends and stock buyback to bring down this debt. Our adjusted EBITDA in the September quarter was a record at $1.056 billion and 50.9% of net sales. Our trailing 12-month adjusted EBITDA was also a record at $3.814 billion. Our net debt to adjusted EBITDA was $1.84 at September 30, 2022, down from 2.05 at June 30, 2022 and down from 3.0 at September 30, 2021. Capital expenditures were $110.3 million in the September quarter. Our expectation for capital expenditures for fiscal year 2023 is between $500 million and $550 million as we continue to take actions to support the growth of our business and the ramp of our manufacturing operations. We continue to prudently add capital equipment to maintain, grow and operate our internal manufacturing operations to support the expected long-term growth of our business. We expect these capital investments will bring gross margin improvement to our business and give us increased control over our production during periods of industry-wide constraints. Depreciation expense in the September quarter was $63.6 million. I will now turn it over to Ganesh to give his comments on the performance of the business in the September quarter as well as our guidance for the December quarter. Ganesh?
Ganesh Moorthy:
Thank you, Eric and good afternoon, everyone. Our September quarter results continued to be strong, driven by our disciplined execution and our resilient end markets. Net sales grew 5.6% sequentially and 25.7% on a year-over-year basis to achieve another all-time record at $2.07 billion. While we don't normally provide information on a distribution sell-through basis which we refer to as end market demand, we are providing information this quarter to give investors some insight into consumption. September quarter end market demand grew sequentially at about the same rate as our GAAP net sales which is based on sell-in recognition. The September quarter was our eighth consecutive quarter where we achieved a net sales record and the first time we have ever crossed the $8 billion annualized net sales mark. Non-GAAP gross margin came in at the high end of our guidance at a record 67.7%, up 64 basis points from the June quarter and up 244 basis points from the year ago quarter. Non-GAAP operating margin came in well above the high end of our guidance at a record 46.9%, up 127 basis points from the June quarter and up 438 basis points from the year ago quarter. Due to a rapid increase in net sales over the last 2 years, operating expenses at 20.9% were about 160 basis points below the low end of our long-term model range of 22.5% to 23.5%. Our long-term operating expense model will continue to guide our investment actions to drive the long-term growth, profitability and durability of our business. Our consolidated non-GAAP diluted EPS was a record $1.46 per share, up 36.4% from the year ago quarter and at the high end of our guidance. Adjusted EBITDA at 50.9% of net sales and free cash flow at 32.9% of net sales were both very strong in the September quarter, continuing to demonstrate the robust cash generation capabilities of our business. Net debt declined by $192.6 million, driving our net leverage ratio down to 1.84x, exiting the September quarter. During the September quarter, we returned $413.3 million to shareholders in dividends and share repurchases, representing 57.5% of the prior quarter's free cash flow. I would like to take this opportunity to thank all our stakeholders who enabled us to achieve these outstanding results and especially thank the worldwide Microchip team for their continued efforts during challenging times to deliver results for our customers despite a large and persistent imbalance between supply and demand. Taking a look at our net sales from a product line perspective, our Microcontroller net sales were sequentially up 11% as compared to the June quarter and set another all-time record. On a year-over-year basis, our September quarter microcontroller net sales were up 31.9% and microcontrollers represented 56.9% of our net sales in the September quarter. Our analog net sales sequentially decreased 1.3% in the September quarter. On a year-over-year basis, our September quarter analog net sales were up 16.6% and analog represented 27.6% of our net sales in the September quarter. As we mentioned last quarter, there are quarter-to-quarter differences in supply constraints which can cause differences in net sales growth by product line. If you compare the trailing 4-quarter net sales growth performance versus the prior 4 quarters for our analog and microcontroller product lines, the growth rates are almost exactly the same. In the September quarter, our technology licensing net sales achieved a new record. Business conditions continue to be strong as viewed through our internal indicators. Demand continued to be strong despite the capacity increases we have been implementing for some time now. As a result, our unsupported backlog which represents backlog customers wanted ship to them in the September quarter but which we could not deliver in the September quarter, climbed again. And we exited the September quarter with our highest unsupported backlog ever, with unsupported backlog well above the actual net sales we achieved. We are working hard to reduce our unsupported backlog to more manageable levels and expect to do so in the coming quarters but also expect to remain supply constrained through the rest of 2022 and well into 2023. We are, of course, cognizant of the weakening macro conditions resulting from rising inflation and interest rates and are monitoring such conditions closely. We're also aware that there is some inventory build at our customers as can be seen in their balance sheets. Some of this, we believe, is due to strategic buffer inventory builds arising from the learnings of the last 2 years and some of this is due to the incomplete kits of the infamous golden screw effect. While we have seen an increase in requests to push out or cancel backlog, these requests remain a very small fraction of the very large backlog we have over multiple quarters and hence, they have not had a material impact on our business. We believe there are 3 reasons why Microchip's business is demonstrating more resilience in the midst of the weakness seen by some of the other semiconductor companies. First, on the demand side, the industrial, automotive, aerospace and defense, data center and communications infrastructure end markets which make up 86% of our net sales, remain strong. The consumer end market which is about 14% of our net sales is experiencing some weakness but is dominated by home appliances. And home appliances are more resilient than other consumer markets as a high percentage of demand comes from replacements for appliances which have broken down and must be replaced. Hence, our demand is quite durable because of the end market mix we have consciously gravitated towards over the years. Second, on the supply side, a vast majority of our products are built on specialized technologies requiring trailing edge capacity. This is the capacity that has been most constrained over the last 2 years which still remains constrained and where there was the least opportunity to overship consumption. And last but not least, our laser focus on organic growth through total system solutions and higher-growth megatrends for multiple years is giving us increased design win momentum and a resultant revenue tailwind. Given the crosscurrents of strong internal business indicators and some uncertainty in the macro environment, we have modeled a range of potential scenarios and are closely monitoring various indicators which should enable us to take deliberate action when we feel it's appropriate. Our goal is to deliver a soft landing for our business, if or when there is a softer macro environment catches up with it. The playbook we shared with you last quarter for how we will deal with the macro slowdown remains unchanged. If you study Microchip's peak-to-trough performance through the business cycles over the last 15 years, you will observe our robust and consistent cash generation, gross margin and operating margin results. The investor presentation posted on our IR website provides details about our performance through the business cycles. If or when there is a macro slowdown and that impacts our business, we expect our cash generation gross margin and operating margin to once again demonstrate consistency and resiliency. This will help us continue to execute our long-term Microchip 3.0 strategy and help insulate it from whatever short-term market challenges there may be. While we are seeing some loosening of constraints in our supply chain, we continue to have several internal and external capacity corridors that remain very constrained. We are continuing with our carefully calibrated capacity increases seeking to serve what we believe is a long-term consumption growth. We believe our calibrated increase in capital spending will enable us to capitalize on growth opportunities, serve our customers that are increase our market share, improve our gross margins and give us more control over our destiny, especially for specialized trailing edge technologies. As you may have seen, Microchip has expressed its view that the recently approved CHIPS Act is good for the semiconductor industry and for America that enables critical investments which will even the global playing field for U.S. companies while being strategically important for our economic and national security. For a very long time, an important component of our business strategy has been to own and operate a substantial portion of our manufacturing resources, including wafer fabrication facilities in the U.S. This strategy enables us to maintain a high level of manufacturing control, resulting in us being one of the lowest-cost producers in the embedded control industry. In light of this strategy and potential grant funding from the CHIPS Act, the investment tax credit provision as well as state and local grants and subsidies. Microchip is in the early stages of considering a 300-millimeter U.S.-based fab for specialized trailing edge technologies. This fab project, if we decide to pursue it, would be intended to provide competitive growth capacity as well as geographic and geopolitical diversification. The availability of grants, subsidies and other incentives will all be important considerations in our analysis and will also help determine the location and timing for the fab. Now let's get into the guidance for the December quarter. Our backlog for the December quarter is strong and we have more capacity improvements coming into effect. Taking all the factors we have discussed on the call today into consideration, we expect our net sales for the December quarter to be up between 3% and 5% sequentially. We also expect our net sales based on end market demand to grow at about the same growth as our GAAP net sales. And further, we expect sequential net sales growth again in the March quarter. At the midpoint of our net sales guidance, our year-over-year growth for the December quarter would be a strong 22.7%. We expect our non-GAAP gross margin to be between 67.8% and 68% of sales. We expect non-GAAP operating expenses to be between 20.7% and 20.9% of sales. We expect non-GAAP operating profit to be between 46.9% and 47.3% of sales. And we expect our non-GAAP diluted earnings per share to be between $1.54 per share and $1.56 per share. At the midpoint of our EPS guidance, our year-over-year growth for the December quarter would be a strong 29.2%. Finally, as you can see from our September quarter results and our December quarter guidance, our Microchip 3.0 strategy which we launched a year ago, is firing on all cylinders, as we continue to build and improve what we believe is one of the most diversified, defensible, high-growth, high-margin, high cash-generating businesses in the semiconductor industry. Let me now pass the baton to Steve to talk more about our cash return to shareholders. Steve?
Stephen Sanghi:
Thank you, Ganesh and good afternoon, everyone. I would like to reflect on our financial results announced today and provide you further updates on our cash return strategy. Reflecting on our financial results, I continue to be very proud of all employees of Microchip that have delivered another exceptional quarter while making new records in many respects, namely record net sales, record non-GAAP gross margin percentage, record non-GAAP operating margin percentage, record non-GAAP EPS and record adjusted EBITDA and all of that in a very challenging supply environment. The Board of Directors announced an increase in the dividend of 9% from last quarter to $0.328 per share. This is an increase of 41.4% from the year ago quarter. During the last quarter, we purchased $247.2 million of our stock in the open market. We also paid out $166.1 million in dividends Thus, the total cash return was $413.3 million. This amount was 57.5% of our actual free cash flow of $718.5 million during the June 2022 quarter. Our paydown of debt as well as record adjusted EBITDA drove down our net leverage at the end of September 2022 quarter to 1.84 from 2.05 at the end of June. Ever since we achieved investment-grade rating for our debt in November of 2021 and pivoted to increasing our capital return to shareholders, we have returned $1.457 billion to shareholders through September 30, 2022, by a combination of dividends and share buybacks. In the December quarter, we will use the September quarter's actual free cash flow of $682.9 million and plan to return 60% or $409.7 million of that amount to our shareholders. Of this $409.7 million, the dividend is expected to be approximately $181 million. And the stock buyback is expected to be approximately $22.7 million. With that, operator, will you please poll for questions?
Operator:
[Operator Instructions] Ambrish Srivastava of BMO has our first question.
Ambrish Srivastava:
It’s very appreciated that you put the investor slide deck where you talk about the playbook and the scenarios and you’ve talked about the playbook. But I just can’t help ask this question because weakness is rampant. It’s everywhere. Many of your diversified peers have talked about weakness. Just kind of help us understand, the big concern I have is the longer the lead time stays stressed out, the higher the possibility of a harder landing. So just kind of help us understand, how are you managing the soft landing that you have addressed a few times but I just wanted to readdress that issue, if you could, please.
Ganesh Moorthy:
Sure. So it starts with having high-quality backlog. And PSP being a high percentage of our backlog, well over 50%, is the highest-quality backlog. It is noncancelable. It's customers who have put time into making a commitment to be noncancelable and that is always going to have far more thought that goes into it. It starts also with the supply side where we are making calibrated investments every quarter. We're not trying to go satisfy all the demand that's out there. And our lead times are long but they've also, in specific areas, started to improve. And that helps with customers who have visibility out in time. And then the end market exposure we have is another huge benefit to us, right? Most of these customers in these end markets are not in volatile markets where things can go up and down in short order. They're looking at the long-term. They're looking at demand that is far more durable. And you put all that together and we feel we have a model that is outperforming and for those reasons, from a market standpoint, supply standpoint and what we have done for ourselves in terms of total system solutions and the mega trends we're focused on and the design-in activity that we have pursued.
Ambrish Srivastava:
Okay. Just a quick follow-up. Where are the lead times now on a -- and I know the product line is very diverse but the way you characterize it, what percent of lead times are -- have come in versus staying at 52-plus weeks?
Ganesh Moorthy:
The lead times are all over the place. We have some lead times which are as low as 4 to 8 weeks. We have a lot of them which are at 26 to 52 weeks. It's corridor by corridor, product by product, where the constraints are, right? We go to work every day trying to improve it. And as long as supply improves, we're able to do that. Demand remains still strong. So there’s not a single number I can give you or a single percentage that I can say, “Hey, this is what the lead times are at.” But most importantly, it’s not just the lead times, it’s also how strong the demand is. And you can see with some of the end market data that we provide you the information on the growth, right? The end market growth is keeping pace with what we’re shipping in to -- on a GAAP basis.
Operator:
Next, we'll hear from Vivek Arya of Bank of America Securities.
Vivek Arya:
For the first one, it’s very interesting you’re considering a 300-millimeter fab. I was wondering what is driving that decision? What kind of CapEx will it require? Will it have any impact on your dividend or buyback philosophy? And does it mean you will bring back some of what you’re giving to external foundries inside the company? Just any more color on the 300-millimeter fab. I appreciate it’s probably still in early stages of discussion.
Ganesh Moorthy:
Yes. So you should look at it as it's a very strategic thought process and decision for us. It's something we think about over a 20-year-plus time frame of what it will do for us. Not unlike how when we bought our Gresham fab just about 20 years ago, right? It was a long-term investment that we made. We have many processes that are at 300 millimeters that our candidates. We have some specific ones we would look at as the early ones we bring in. But I wouldn't look at it as necessarily just bringing all the stuff inside as much as, as we grow, we would have additional places where it can grow. This investment will happen over multiple years. It will be largely within the range of the CapEx that we have provided and that we do not expect it to have either an impact on our dividend or our share buyback or anything else with where we're at.
Vivek Arya:
And for my follow-up, I think, Ganesh, you mentioned that one reason that you might be seeing the strength as some customers are building some buffer inventory. I'm curious how far along do you think they are in that process? And does it just pull forward their demand from outer quarters? Because I think what everyone is trying to get a sense for is that in most prior downturns, Microchip was always the first one to signal when the macro conditions weakened this time conditions are weakening, every one of your competitors is saying that yet you're not seeing it. So what has changed versus your analog industrial peers? I can understand the consumer part but what’s different versus your peers who are also exposed to the same automotive industrial type markets. Are you there? [Technical Difficulty]
Operator:
Please remain on the line while we reconnect our presenters. You may proceed.
Ganesh Moorthy:
We're back. Vivek, if you're still on, we didn't get the entirety of your question. Would you repeat your question, please?
Vivek Arya:
Yes. So basically, what I asked, Ganesh, was that you mentioned customers are building buffer inventory. I was just wondering how far along they are in that process. And in general, if you contrast Microchip today, versus in prior downturns, right, when you had a somewhat similar mix of products, the company was always the first to see the downturn but you’re not seeing it now. So I was curious what is the difference between the old Microchip versus the new Microchip.
Ganesh Moorthy:
Sure. So let me answer the second one first. If you look at the old Microchip, we had more exposure to markets that perhaps are more volatile, right? We didn't have the same aerospace and defense, data center infrastructure. We weren't as high in industrial and automotive. And those are far more durable, right? We had a much higher consumer exposure if you go back 10 years or the financial crisis in that time frame. So that has changed to where we can see the customer and their end market demand as being far more durable today than it was in history. On your first question about what about the buffer. I think the amount that's being built is small because we're not able to ship, right? I mean we're constrained in our ability to service all this backlog that is unsupported. But anecdotally, are there going to be some customers who are building in? Yes, we're sure there is some of that. But we still think it's small. And mostly, it is in the markets where there's a very large multiplier for the OEMs end product as compared to the value of the semiconductors that they're carrying..
Operator:
Christopher Rolland, Susquehanna.
Christopher Rolland:
I guess my first one is for either Steve or Ganesh. So you had confidence enough to provide growth into March which is pretty incredible in this environment. Is this -- do you think you have this confidence and this visibility because of your kind of tough stance on your NCNR policy? Is it perhaps you’re looking to channel inventories and keeping those tight? Is there some other difference here operationally or that kind of affects your confidence versus others out there? Is there something you’re doing different?
Ganesh Moorthy:
So firstly, we have confidence both on the demand side as well as the improving supply that we're making. But let me put it in perspective, right? Even if we accepted 100% of all the cancellation and pushout requests of noncancelable backlog, this factor alone would not have changed our September quarter results, our December quarter guidance and we would remain poised to grow sequentially again in March. So don't assume that it's the non-cancelability that is somehow propping us up.
Christopher Rolland:
Great. Steve, you’ve talked before about industry capacity being tight for -- and us not having enough as an industry moving forward. I think there's probably been some cancellations in terms of equipment and stuff like that but would love an update here, you -- how you feel about that? Are you even more strong in that belief? And is that what underpins the 300-millimeter thought process as well?
Stephen Sanghi:
Right. So it began 1.5 years ago with capacity being constrained at all the nodes, trailing edge, leading edge and the middle of the way. What has happened in the last few quarters is with the personal computers and cell phones which are significant consumers of semiconductor and mostly semiconductors on the bleeding edge of technology processors and very high-end chips in the cellular phone. With the production in that market, the leading -- bleeding edge capacity now is really no longer constrained. You have seen dramatic downside guidance by a lot of the very leading-edge people. So today, if you wanted a 7-nanometer, 10-nanometer 14-nanometer capacity, you can have everything you need. But the trailing-edge capacity continues to be extremely constrained. On trailing edge, we built some inside and we also bought some from the foundries and we are constrained on both. Inside, we haven’t been able to get all the equipment we wanted. Most equipment that was even scheduled to be delivered got pushed out by many months, sometimes many quarters because the equipment supplier wasn’t able to get semiconductors for their parts. So the inside products that we’ve done inside remain constrained on many different corridors. And the capacity we buy outside is really very similar. The trailing edge capacity remains constrained and we currently believe will remain constrained well into 2023.
Ganesh Moorthy:
I would add one more thing, right? I think on 300-millimeter, where -- if we started on a fab tomorrow, it's 4-plus years away before that fab is starting to ramp. So these are not decisions we make in a single cycle. We think through these across cycles on a long-term secular growth basis and what our position is and what we want our capabilities to be out in time.
Stephen Sanghi:
And on the prior question, we were talking about backlog and why we are so resilient and in the prior cycle that we used to be the first one to see this and why we're not seeing it today. I think I wanted to add a comment -- a couple of comments. One that Ganesh mentioned which is a dramatically different end market mix we have today than when you used to call the canary in the coal mine. And secondly, I think we want to keep emphasizing that PSP backlog is a very high-quality backlog. When a customer has to commit 12 months and in some cases, 18 months and longer noncancelable, non-reschedulable backlog, there is a lot more thought that goes into it. And it's not the junior purchasing manager who places the backlog. It goes up for approval. So it's a much, much higher-quality backlog. And people don't just double order it thinking that they would cancel it because it's noncancelable. They don't double order it thinking that Microchip would let them change the rules, then we'll let them cancel it. So that backlog is very high quality. We've gotten very small number of scattered requests here and there. And as Ganesh mentioned, if we were to take all of them for cancellation, it wouldn't change anything. It would not change our September, December or March. It's just a minuscule percentage. It really means nothing almost; so take that into account. We've heard from a lot of investors and analysts that think PSP is some sort of accident to happen because people are building inventory and we're not letting them cancel it and the fall would be even harder. I think that thinking is not correct.
Operator:
Next, we'll hear from Timothy Arcuri of UBS.
Timothy Arcuri:
You mentioned PSP is more than half of backlog but can you talk about how much of the September revenue is moving inside of PSP? And maybe, Steve, I know that you just made some comments about some requests for changes within PSP. It sounds like they’re still pretty small. But I guess can you also just double click on the comment you just made because PSP doesn’t really change demand. I mean, to a certain degree, you just put product to customers that might not need it because they committed to it 6 to 12 months ago. So can you just kind of talk through that and then maybe answer the question about how much revenue is moving inside of PSP.
Ganesh Moorthy:
So firstly, in a given quarter, by the time we get to that quarter, is an overwhelming percentage of what we ship in that quarter. That's what customers who place backlog back in time, receive priority for it, expect. And that's what we give them. And so further out in time, there is more space and new backlog can come in and fill it out. But near term, like what just happened in September or what is going to happen in December, has a very, very high percentage of it that is PSP backlog that is being fulfilled. Let me reiterate the point Steve made and which I made a little bit earlier on. PSP backlog is the highest-quality backlog is there. We make noncancelable commitments to our suppliers and we don't make them lightly because there is a financial commitment that is required to have enough scrutiny. Similarly, our customers have significant scrutiny when they're trying to make commitments. They don't try to get excess capacity order from us. They, in fact, will try to undershoot so that they can actually hit it. So I want you to take from this that PSP backlog is the highest-quality backlog. We have far more cancellations and request on non-PSP but PSP backlog is very high quality.
James Eric Bjornholt:
And even outside PSP, I want to note that our standard cancellation window is 90 days. So when we enter a quarter, really, everything that's on books for the quarter is noncancelable, whether it's PSP or not.
Stephen Sanghi:
You should also think that when we took the PSP backlog and for the last 1.5 years, in the middle of extreme constraints, we made a choice to ship to the PSP customers and not ship to the non-PSP customers. All the non-PSP customers are not low-quality customers. Some of them are very good customers but their business is such that they cannot make a 1-year commitment, so they were non-PSP customers. They got very little product. So we made a choice to prioritize giving it to PSP customers and let the other customers go, not get product, get somewhere else. So our PSP customers have benefited from the best of our attention in the last 1.5 years. And now they can have the best of them and then be flexible and not really meet their part of the bargain. We have added capacity for them. We prioritize them. We lost the other customers when we did not give any product. So I think this…
Ganesh Moorthy:
I would say don't be fixated on it. This is our best demand. It's our best customer.
Timothy Arcuri:
Got it. Got it. And then just as my follow-up. So you gave sort of some view on consumption and you called it end market demand. Does that include the inventory that's building at your customers? When you talk about end market demand, is that net of the inventory build at your customers? Or is that inclusive of the inventory build at your customers?
James Eric Bjornholt:
So when we speak of end market demand, it is everything that we ship to our direct customers which is no different than GAAP revenue. And then the other difference is that roughly 50% of our business that goes through distribution, it represents the distributors' sell-through to their customers rather than what we're selling into the distribution channel. We do not have any kind of view in terms of exactly what our customers are doing with inventory. We service 125,000 customers and that’s just not data that we have or is possible for us to track.
Ganesh Moorthy:
Yes. When we talk about potential inventory at customers, all we can see is what do they publicly report. But I can tell you that the level of expedites and customer escalations we're experiencing remain high, indicating the demand supplier imbalance for many customer situations.
Operator:
Our next question comes from William Stein of Truist Securities.
William Stein:
First, a little bit of an off-the-run question and then I will have a follow-up. OpEx, I think you highlighted that it’s below your target range as revenue continues to grow and you’re not spending as much as sort of you would normally target. Over what time frame should we anticipate your OpEx approaching your target percent of revenue?
Ganesh Moorthy:
It will be over many quarters. You can see in our guidance which is not happening in the December quarter. the hiring environment has been difficult. Perhaps we will do better as we go into 2023. So it will be slow. Eric, do you want to say anything?
James Eric Bjornholt:
Yes. I mean it somewhat depends on what the revenue curve looks like out in time. Obviously, we're guiding for nice growth again in December. Ganesh has made comments about March being a growth quarter for us. So it's going to take us some time to catch up, Will.
William Stein:
Okay. And then I want to linger on the same topic that so many other people have hit on but I want to ask it sort of a different way. I understand the PSP is very high-quality backlog. You're not seeing many cancellation requests. Even if you took all the cancels, you'd still have this good guidance and the comments on March. What it doesn't so much address is what might happen in a couple of quarters if more customers, either doing PSP or otherwise, come in and request a cancel or pushout. The question really is that this is one thing that has changed in -- maybe not the model but in the way the company operates. Steve, in fact, you talk a lot about how you’d never use distribution as sort of a mechanism to, let’s say, stuff -- let’s call it stuffing the channel for a moment. When you have to make a decision as to whether you force the customer to move up to an NCNR, that is remarkably similar to stuffing the channel in terms of at least the economic impact on your business. And I’m wondering how you’re going to take that decision if you wind up in a position where more customers come to you to cancel, whether it’s PSP or regular backlog, how you make this decision. On the one hand, I want to make them live up to their commitments because you highlighted all those reasons. On the other hand, if you do that, you know you’re damaging future demand and pushing out a painful situation. How do you plan on managing that, balancing those two dynamics?
Ganesh Moorthy:
Well, this is not the first time we've had to deal with noncancelable backlog. It has been a part of our business for basically ever, right? It's just that the percentage of that has grown. We work with customers on what their requirements are but you can't have an asymmetric agreement where heads, they win; and tails, we lose, right? You got to make sure that there are commitments. This is why if you make sure that there is an understanding that there is a responsibility with placing that backlog, they will moderate the backlog they place on us. If they have no responsibility, then there is no reason why they wouldn't just give us much, much higher backlog than where they're at. So we think, again, going back to the quality of the backlog, it comes because it has responsibility that goes with it. Outside of that situation by situation with the customer, we're in this to be in business. But we're not in this to say it's all risk-free or all the risk is on our side in what we go with it. And by the way, by and large, that’s how customers have expected this thing as well. They’re not pushing on us to say, “Hey, I didn’t mean that it should be PSP and I now want something else different from what we had agreed to. So I don’t see that as big of an issue. And by the way, if we didn’t have PSP, the situation we have is far, far higher backlog and far bigger of a fall from that high backlog we have.
James Eric Bjornholt:
Yes. I think one other thing I'd like to point out, Will, because you're talking several quarters out in time beyond March, right? A customer that's on PSP and has 12 months of backlog with us, every week or every month that goes by, they make a decision in terms of what the next backlog that they're going to put on us out in time. They could put 0 backlog. They could put 50%. They could put 120% of what it was the month before. And so these fears of rising interest rates and recession, this is not new when we woke up today. This has been happening now for several months. And I think customers gradually adjust that over time. But as Ganesh has said, PSP is still a large percentage of our backlog. We still have tons of unsupported. And it’s been a program that I believe has worked very well, not only for the customer but for Microchip.
Stephen Sanghi:
I think the gist of your question is that lots and lots of PSP customers want to cancel and we're just now letting them do it. And that is not the case. There is a negligible amount. I mean, at any point in time, you have customers that want to move small things around. The PSP backlog is not going to see the behavior that you're talking about. We're not inundated with PSP customers wanting to cancel the backlog and we're not canceling it. And that's not happening next quarter. It's not happening quarter after. I think that's the issue. That's your assumption that it would happen. We don’t think we will face that because the PSP backlog is very high quality and customers can easily start to adjust it by taking the foot off the gas pedal every month when they place the order 12 months out.
Ganesh Moorthy:
Let me give me one more piece of data. We're making a big deal of cancellations. If you aggregate all the cancellation requests we have, it's 4.5% of our total backlog and that includes PSP, non-PSP and it will be dominated by non-PSP. It is a negligible part of the business, guys.
Operator:
Next, we'll hear from Chris Danely of Citigroup.
Chris Danely:
So I think someone asked you earlier about lead times, how they gone up or gone down or how much -- and you said you really couldn't define that. You also said you still have some, I guess, quite a bit of business that's constrained or products that are constrained. Is there any, like, I guess, metrics that you could give us that would talk about your percentage of products or percentage of business that is constrained or in shortage now versus 3 months ago and what you expect to be 3 months from now, just so we could, I guess, track the progress of that?
Ganesh Moorthy:
The best metric probably is what is the unsupported backlog exiting quarters. And I'm going to tell you, it's high. It's probably not healthy to be there and we will work to improve that. And it is to improve the customer service and the customer experience with it. But we have still substantial constraints that we're working through and it will take us many, many quarters to work through them.
Stephen Sanghi:
I don't know if Ganesh said that earlier but our unsupported backlog leaving September quarter was another all-time high. So during the quarter, customer wanted more parts to be shipped in the September quarter that we couldn't ship and the unsupported grew over the June quarter to another record. So that doesn't mean in any way that customers are feeling that the lead times are coming in. I mean we are broadly constrained almost everywhere. I mean we've got daily escalation calls from multiple customers every day. So it hasn't even reached the peak. The unsupported hasn't even reached the peak and started dropping. It is still growing.
Chris Danely:
Yes. That’s what I was getting at. That’s what it felt like. And then for my follow-up, so Steve, you’ve been through even more cycles than I have. If this continues, where the competitors keep taking numbers down and the recession gets worse and worse and your business gets better and better or gets through it, I mean do you think it’s possible for you guys to make it through a global recession and a downturn unscathed or relatively unscathed? And did you see anything during this quarter other than the unsupported backlog that made you feel any better or any worse about Microchip’s ability to do that?
Stephen Sanghi:
Well, you have to define what unscaled meant. As Ganesh talked about it in his remarks that we're not seeing anything today but we see the macro weakening and what all the other companies are saying. And what we are seeing is if macro ever catches up to us, then we have step in place to create a soft lending. When you say unscaled, we're not saying we're going to keep growing 22% per year forever like we have been. But we will soft land the plane because of all the attributes Ganesh went over.
Operator:
And then next, we'll hear from Toshiya Hari of Goldman Sachs.
Toshiya Hari:
I was hoping you can talk a little bit about what you're seeing from a pricing perspective across your microcontroller and analog businesses. Your September quarter revenue was up 25% plus year-over-year. How much of that was pricing? And then, Steve, when you were at our -- at our conference 1.5 months ago, you had hinted that pricing should be a tailwind in the early part of ‘23 as well given some of the conversations that you were having with your foundry suppliers. I’m curious if anything has changed since then. And then I have a quick follow-up.
Ganesh Moorthy:
So pricing is stable. There are no price adjustments that are being made that are affecting where the quarterly results are. We did make an adjustment at the beginning of this year or the early part of this year and that's where it's at. I don't think we have any price adjustment plans into 2023 that are in the offering. And so pricing is really not a factor today. in terms of what we're executing, where we are going in terms of our new designs and where we are in terms of our business.
Toshiya Hari:
Got it. And then as my follow-up, I guess this is a hypothetical but given the visibility you have and given everything that you’ve said so far in the call, if your business in calendar ‘23 is, say, up 5% or flat or somewhere in that range and most of your peers are down 10%, would it be fair to say that in a recovery phase in 2024, you undergrow your peers or you perhaps don’t participate in that recovery? Or are you guys gaining permanent structural share across the analog and * MCU businesses?
Ganesh Moorthy:
It's a hypothetical. We don't know what '24 is but we believe we are gaining share. We are executing the total system solutions strategy we have. We are focused on the fastest-growing markets and we are seeing substantial wins that are creating the tailwinds for us.
Operator:
Our next question comes from Harlan Sur of JPMorgan.
Harlan Sur:
Channel or just the inventories, still 40% below pre-pandemic levels. Your own inventories are kind of at the low end of your target range. So obviously, clear signs that demand remains strong. Given your capacity expansion plans, looking at your demand profile and backlog, do you guys anticipate increasing inventories with your customers and moving towards the midpoint of your range on your own inventories over the next, call it, 2 to 3 quarters?
James Eric Bjornholt:
So, we actually grew quite a bit of inventory on our balance sheet in the September quarter and you'll see just below our guidance table in our press release, we're expecting that to grow again this quarter. And in my prepared remarks, I kind of went through some of the reasons why that is happening is we're positioning the company for future growth. In terms of distribution, distribution inventory stayed flat quarter-on-quarter at 19 days. And we think at some point in time, there will be some level of restocking in the distribution channel. That's going to vary by distributor and what -- how they manage the business. But in the meantime, with their inventory being relatively low, we feel that we need to have more inventory on our balance sheet to support the end customer needs. And so that's what we're doing. But really, we are now within our target range of inventory days that we provided to the Street back in our November Analyst Day. So, we're managing it appropriately in a challenged supply environment, I would call it.
Harlan Sur:
Yes. And I know it’s always somewhat complex to is to end market demand trends because you’ve got such a broad portfolio of products. You’re serving many different end markets. However, there is one segment where products are more easily tracked because they are very specific to that end market that’s our rad-hard kind of high roll products that’s your aerospace and defense business. I believe it’s about 13% to 14% of your revenues much higher mix versus your peers. It seems like activity around commercial space programs, new satellite constellations, defense spending all look strong for not just next year but the next several years. You guys are number one in space, strong term defense. Like help us understand the visibility in A&D, growth trends and sustainability of this segment into a potentially weaker macroeconomic backdrop next year.
Ganesh Moorthy:
Sure. So aerospace and defense, I think, is about 9%, 10% of our revenue. It is performing extremely well for many reasons. And you missed commercial aviation. Commercial aviation is going through a strong resurgence. And so all 3 elements space, defense and commercial aviation are all doing strongly in the current environment. And they are generally less influenced by shorter-term macroeconomic conditions.
Operator:
Next, we'll hear from Matt Ramsay of Cowen.
Matt Ramsay:
I think Toshi took my earlier question on ASP assumptions, so I'll just ask one. It's around the consideration of investing in the 300-millimeter fab. I guess there's 2 parts to the question. Ganesh, as you consider that, what would be just, I don’t know, ballpark off the top of your head, focus of which process nodes mix in a facility like that if you consider it. And then second, is this something that you guys felt you needed to do but didn’t really feel like you could fund all of it until the CHIPS Act got passed and now that’s a reaction to potential funding from governments? Or was this a decision that you were probably going to need to make anyway.
Ganesh Moorthy:
So firstly, on process technologies, those are still being worked. But largely, we use our 300-millimeter foundries today on process technologies that are 90-nanometer and smaller in size. And the workhorse technologies for trailing edge tend to be at 40, 65, 90 in that general neighborhood. But those -- we wouldn't limit ourselves just to that. Again, I want you to think of this as this is a 20-year, 25-year look at what we would do with the 300-millimeter fab. The reasoning for it is we have -- as our business has grown, the portion of our business that we do with 300-millimeter has also grown. And the investment in the trailing edge part of 300-millimeter technologies has not been there with many of our foundries at the level that we have wanted. And -- but it takes a certain scale to get there. And if you had a full boat fab that you needed to build, the way in which the breakeven points and the absorption points come about are different from when there is a fab that can be built with government funding and the investment tax credits and whatever local things come in. So clearly, that has changed the equation as to when does it make sense financially. But that's not the only reason why. We think trailing-edge 300-millimeter technology is going to have constraints for a long time to come and a portion of that being within Microchip would allow us to better serve those markets.
Operator:
Our next question comes from Joe Moore of Morgan Stanley.
Joe Moore:
If you look at your operating margins now, you’re obviously much higher than you’ve been in prior cycles. It seems like a lot of that is secular. But like do you -- when you contemplate these soft landing scenarios, do you expect your margins to sort of see the type of decline you’ve seen historically? Could we go back to prior troughs? Just how do -- I know some of your competitors have talked about a target margin on kind of a trough revenue level. Like how should we think about primarily gross margin leverage in a sort of weaker environment?
Ganesh Moorthy:
Well, I'll give you a quick answer and then Eric might want to elaborate more on it. Again, the best way to look at it is how have we performed over the last 15 years through the cycles. And you will see that on those metrics, the frozen operating margin from peak to trough across the cycle, about 200 basis points is the decline in that range, plus or minus 200, 300 basis points. And that's the way in which we manage the business. It's built into our DNA. It's built into our systems and processes. It's built into the soft landing that I described a quarter ago. Eric, do you want to add more to it?
James Eric Bjornholt:
Yes. I mean, obviously, we've continued to integrate acquisitions. We've got a different product mix than we've had historically. We feel really comfortable with the margin targets that we've set out for the Street which we are above today, as you mentioned, on the operating margin side. Because the business has grown so well, we've got quite a bit of cushion. I would call it on our OpEx today with the level of bonuses that we're playing, variable comp that will allow us to adjust if need be, if the macro catches up with us at some point in time. So -- and we want to build inventory in our own factories. We think the distributors will rebuild inventory. And so we don’t want to give a specific number. But again, the range that we’ve provided on a long-term basis, we think that we can operate within that. And obviously, we’re operating above it today.
Ganesh Moorthy:
And the mix of the business we have has end markets that are far more durable in terms of how they perform and what gross margin these products and solutions we bring are able to command. And it's not just silicon. It's silicon, it's software, it's systems, it's services. These are very, very sticky applications and markets that are not prone to perhaps what a pure consumer or mobile phone type of market may have.
Operator:
Tore Svanberg of Stifel.
Tore Svanberg:
Congrats on all the record metrics. I have a sort of a different angle on the pricing question and it’s kind of more related to ASPs. So if you look at the 25.7% growth year-over-year that you are reporting this quarter, how much of that is coming from higher ASPs, meaning selling more value in the form of your total system type solutions?
Ganesh Moorthy:
There's not an easy way to break that up. Clearly, with constrained capacity, we will direct them and have been directing it to the highest-value products that we're producing. We're shipping more units. So there's a lot of the growth that's coming from capacity and additions that we have made in it. But I certainly don't have a good way to parse out what comes from mix and pricing versus what comes from units alone.
Tore Svanberg:
That’s fair. And then I had a question on the inventory, whether it’s internal or channel. So obviously, the channel, it sounds like you’re going to sort of keep that a little bit constrained going forward. But is there maybe a secular trend here where basically, maybe the right number is actually around 20 days of channel inventory and then your own inventories could maybe even exceed the high end of the range which is 1-50 [ph].
Ganesh Moorthy:
No. We don't dictate what channel inventory needs to be. The channel decides what inventory do they need. In some cases, we may be constrained in shipping it to them and they may not be able to get what they want to but channel has a history of what does it take to support the mix of product, the customer expectations that are there. And we are at the low end of what they have historically done and whether they're going to be at 19 or 20 or 25 or 30 is really a decision they're going to make. We don't tell them what to do in terms of inventory.
James Eric Bjornholt:
Ultimately, they need to stock the level of inventory appropriate to support their customers and they’ll need to find the right level of that as supply becomes less constrained than it is today. We have a lot of unsupported backlog to our distributors today that we need to catch up on.
Stephen Sanghi:
Well, for the last year, it doesn't really matter what distributor wanted. We just don't have the product to start them, so there has not been a choice. And we don't think there's a choice for -- well into 2023. But someday, when we have parts available to start distribution, at that point in time, it will matter what they want to do. Right now, it doesn't at.
Tore Svanberg:
Yes. I guess my point was more maybe you have a better read on sell-through than they do, so that’s fair.
Operator:
Next one from Raji Gill of Needham & Company.
Raji Gill:
Congratulations on good results in this very uncertain environment. Just one question on gross margins. They continue to be at kind of record levels. I’m wondering kind of what are the -- have been the drivers of the margin so far? And how do we think about those drivers going through into next year?
James Eric Bjornholt:
Yes. Well, I think the biggest drivers are going to be factory utilization, right? I mean we have more backlog than we know what to do with at this point in time. And so the factories are running harder than they've ever been before, every piece of equipment that we have to produce as much product as we can. And so with that, our planning and operations team are able to schedule things and batch runs and try to produce as much product as they can. So that’s a big thing. And then I think the other thing that we talked about in the response to some of the earlier questions is just our product mix and how that’s changed over time has continued to enhance the gross margin.
Operator:
Next, we here from Vijay Rakesh of Mizuho.
Vijay Rakesh:
Just a quick question here. As you look at -- you talked about your own inventory and the China inventory. I was just wondering if you could give us some color on what the inventories look like. Because I think you’re starting to see some of the OEMs like Stellantis and BMW this morning talk about worries about caution about a slowing down of sales with macro and rates, et cetera? And then I have a follow-up.
Ganesh Moorthy:
So OEMs don't tell us what inventory they carry, right? Now what we can gauge is how are they interacting with us on how they see business, how they're -- how many escalation issues are we still working? And we don't see an abatement in terms of what they're trying to do. And OEMs also have not only a requirement to sell to their demand. They're also trying to replenish their dealers and what the dealers inventory needs to be trying to replenish what the rental car inventory needs to be out there. So demand is still running strong and we don't see for our products an inventory issue that they're bringing to us to go solve. If anything, we're working more shortages and constraints for it with them.
Vijay Rakesh:
Got it. And on the last quick question on the pricing side. I know you talked about many different products but obviously, a lot of the microcontrollers are pretty long-life products there. So just wondering if you took a step back and looked at 2021 or ‘22 as you exit ‘22 here for some of the long-life products that you guys have, how has that pricing change trended over the last 2 years?
Ganesh Moorthy:
So pricing over the history of Microchip is a strategic exercise for a sole-sourced product that is proprietary from us. The only time when we have made a pricing adjustment that's been broad-based, is over the last year to 1.5 years, when we had cost increases with a view towards covering the cost increases that we were subject to in the way we passed on margin up for that. So outside of that, pricing is not something we try to take advantage of when there are constraints nor is pricing something that we give up on when there is extra supply.
Operator:
And it appears to have further questions at this time. I'll turn the call back over to our presenters for any additional or closing comments.
Ganesh Moorthy:
Great. I want to thank everybody for hanging in there and despite some of the technical challenges. We appreciate the questions and we look forward to seeing many of you and talking to many of you in the phone calls and conferences we have coming up. So thank you.
Operator:
That does conclude today's call. Thank you all for your participation. You may now disconnect.
Operator:
Good day, everyone, and welcome to Microchip's First Quarter Fiscal 2023 Financial Results. As a reminder, today's call is being recorded. At this time, I'd like to turn the call over to Mr. Eric Bjornholt, our CFO. Please go ahead, sir.
Eric Bjornholt:
Thank you, and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today, as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Ganesh Moorthy, Microchip's President and CEO; Steve Sanghi, Microchip's Executive Chair; and Sajid Daudi, Microchip's Head of Investor Relations. I will comment on our first quarter financial performance. Ganesh will then provide commentary on our results and discuss the current business environment, as well as our guidance, and Steve will provide an update on our cash return strategy. We will then be available to respond to specific investor and analyst questions. We are including information in our press release and this conference call, on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, and included reconciliation information in our press release, which we believe you will find useful when comparing our GAAP and non-GAAP results. We have also posted a summary of our outstanding debt and our leverage metrics on our website. I will now go through some of the operating results, including net sales, gross margin, and operating expenses. Other than net sales, I will be referring to these results on a non-GAAP basis, which is based on expenses part of the effects of our acquisition activities, share-based compensation and certain other adjustments as described in our press release. Net sales in the June quarter were $1.964 billion, which was up 6.5% sequentially. We have posted a summary of our GAAP net sales by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were a record at 67.1%, operating expenses were at 21.5% and operating income was a record 45.6%. Non-GAAP net income was a record $767.2 million. Non-GAAP earnings per diluted share was a record $1.37 and $0.01 above the high end of our guidance range. On a GAAP basis in the June quarter, gross margins were a record at 66.7%. Total operating expenses were $608.6 million and included acquisition and tangible amortization of $167.6 million, special income of $16.9 million; $1.7 million of acquisition related and other costs and share-based compensation of $33.5 million. GAAP net income was a record $507.2 million, resulting in $0.90 per diluted share and was adversely impacted by a $6.2 million loss on debt settlement associated with our convertible debt refinancing activities and positively impacted by a $22 million litigation accrual adjustment. Our June quarter, GAAP tax expense was impacted by a variety of factors, notably the tax benefits recorded as a result of the loss on the debt settlement. Our non-GAAP cash tax rate was 9.4% in the June quarter and was in line with our guidance. The June quarter tax rate was up approximately 450 basis points from the rates in fiscal year 2022. We expect our non-GAAP cash tax rate for fiscal 2023 to be between 8.5% and 10.5% exclusive with a transition tax, any potential tax associated with restructuring the Microsemi operations into the Microchip global structure and any tax audit settlements related to taxes accrued in prior fiscal years. A reminder of what we communicated last quarter, our fiscal 2023 cash tax rate is higher than our fiscal 2022 tax rate for a variety of factors, including lower availability of tax attributes, such as net operating losses and tax credits, as well as the impact of current tax rules requiring the capitalization of R&D expenses for tax purposes. Our inventory balance at June 30, 2022 was $911.8 million. We had 127 days of inventory at the end of the June quarter, which was up two days from the prior quarter’s level. A major part of the increase in days of inventory was driven by the 50 basis point sequential increase in gross margin. Our levels of raw materials and work in progress increased in the quarter, which helps position us for the increased production we are expecting from our internal factories and helps buffer to a degree, some against unexpected shortages or changes in material lead times. The caring cost of our inventory has been and will be increasing due to rising input costs from our supply chain, as well as several last time buys, we are forced to make because of capacity restructuring actions being taken by our suppliers. We are continuing to ramp capacity in our internal and external factories, so we can ship more products to support customer requirements. Inventory at our distributors in the June quarter was at 19 days, which was up two days from the prior quarter’s level. In the June quarter, we repurchased $34.6 million of principal value of our 2027 and 2037 convertible subordinated notes for cash. And we also paid cash for the value of these bonds above the principal amount. We used cash generation during the quarter to fund the amount of a convertible debt repurchases. And we believe that these transactions will benefit stockholders by reducing share count dilution to the extent, our stock price appreciates over time. The principal amount of convertible debt on our balance sheet at June 30 was $803.5 million. This includes $665.5 million of convertible bonds maturing in November of 2024 with a cap call option in place that offsets any potential dilution from these convertibles up to a stock price of $116.34. At the beginning of calendar year 2020, Microchip had $4.481 billion of convertible bonds outstanding. So today, our overall capital structure is in a much better long-term position. Our cash flow from operating activities was $840.4 million in the June quarter. Our free cash flow was $718.5 million and 36.6% of net sales. As of June 30, our consolidated cash in total investment position was $379.1 million. We paid down $233.6 million of total debt in the June quarter. And our net debt was reduced by $293.3 million. Over the last 16 full quarters since we closed the Microsemi acquisition and incurred over $8 billion in debt to do so, we have paid down almost $5.2 billion of debt and continue to allocate substantially all of our excess cash beyond dividends and stock buyback to bring down this debt. We have accomplished this despite the adverse macro and market conditions during the earlier years of this period, which we feel is a testimony to the cash generation capabilities of our business, as well as our ongoing operating discipline. We continue to expect our debt levels to reduce significantly over the next several years. Our adjusted EBITDA in the June quarter was a record at $986.7 million and 50.2% of net sales. Our trailing 12-month adjusted EBITDA was also a record at $3.521 billion. Our net debt-to-adjusted EBITDA was 2.05 at June 30, 2022, down from 2.32 at March 31, 2022, and down from 3.34 at June 30, 2021. Capital expenditures were $121.9 million in the June quarter. Our expectation for capital expenditures for fiscal year 2023 is between $500 million and $550 million as we continue to take actions to support the growth of our business and the ramp of our manufacturing operations. We continue to prudently add capital equipment to maintain, grow and operate our internal manufacturing operations to support the expected long-term growth of our business. We expect these capital investments will bring gross margin improvement to our business and give us increased control over our production during periods of industry-wide constraints. Depreciation expense in the June quarter was $71.7 million. I will now turn it over to Ganesh to give his comments on the performance of the business in the June quarter as well as our guidance for the September quarter. Ganesh?
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. Our June quarter results continue to be strong across the Board, setting several records in the process. Revenue grew 6.5% sequentially and 25.1% on a year-over-year basis to achieve another all-time record at $1.96 billion. This was a seventh consecutive quarter where we achieved a record revenue mark. During the quarter, we worked through several COVID-related operational challenges, including, but not limited to, the shutdowns in Shanghai, which affected our customers and our supply chain partners. Non-GAAP gross margin was another record of 67.1%, up 50 basis points from the March quarter and up 230 basis points from the year ago quarter, benefiting from improved operational efficiencies as well as product mix changes. Non-GAAP operating margin was also a record of 45.6%, up 90 basis points from the March quarter and up 390 basis points from the year ago quarter, achieving the high end of our guidance. Due to our rapid increase in revenue, operating expenses at 21.5% or 100 basis points below the low end of our long-term model range of 22.5% to 23.5%. Our long-term operating expense model will continue to guide our investment actions to drive the long-term growth and profitability of our business. Our consolidated non-GAAP diluted EPS was a record $1.37 per share, up 38.4% from the year ago quarter and just above the high end of our guidance. Adjusted EBITDA at 50.2% of revenue and free cash flow at 36.6% of revenue were both very strong in the June quarter, continuing to demonstrate the robust cash generation capabilities of our business. Net debt declined by $293.3 million, driving our net leverage ratio down to 2.05 exiting the June quarter as we continue to aggressively drive down our net leverage. Recalling that our net leverage was almost 5x at the end of the 2018 June quarter right after the Microsemi acquisition. It is satisfying to see how far we have come in the full year since to bring down our net leverage so significantly. During the June quarter, we returned $348.2 million to shareholders in dividends and share repurchases, representing 55% of the prior quarter’s free cash flow. I would like to take this opportunity to profusely thank all of our stakeholders who enabled us to achieve these outstanding results and especially thank the worldwide Microchip team for their concerted effort and never give up attitude to deliver results for our customers despite a historic and persistent imbalance between supply and demand. Taking a look at our revenue from product line perspective, our microcontroller revenue was sequentially up 1.6% as compared to the March quarter and set another all-time record. On a year-over-year basis, our June quarter microcontroller revenue was up 17.8%. Microcontrollers represented 54.1% of our revenue in the June quarter. Our analog revenue sequentially increased 12.5% in the June quarter, setting another record in the process. On a year-over-year basis, our June quarter analog revenue was up a strong 34.2%, and analog represented 29.5% of our revenue in the June quarter. The difference in growth rate in the June quarter between microcontrollers and analog is in part based on quarter-to-quarter differences as we have seen in the past and in part because we are competitively less constrained on analog products, which are predominantly produced through internal factories. Although, we no longer break them out, it was notable that in the June quarter, our FPGA revenue as well as our technology licensing royalty revenue were both up strongly and achieved new records. Taking a look at our revenue from a geographic and end market perspective. Americas was up 33% over the prior year quarter. Europe was up 28.4% over the prior year quarter. Asia was up 20.7% over the prior year quarter. Our major end markets remain strong and were supply constrained. Business conditions continue to be strong as viewed through our internal indicators, we expect to remain supply constrained through the rest of 2022 and into 2023. Demand continued to be insatiable despite the capacity increases we have implemented so far. As a result, our unsupported backlog, which represents backlog customers want to ship to them in the June quarter, but which we could not deliver in the June quarter climbed again. We exited the June quarter with our highest unsupported backlog ever, with unsupported backlog coming in well above the actual revenue we achieve. We are cognizant of the weakening macro conditions resulting from rising inflation and the actions being taken by central banks and response. We’re also aware that there is some inventory build at our customers as can be seen in their balance sheet, some of which we believe is due to strategic buffer inventory builds and some of which is due to incomplete kits or the infamous golden screw effect. While we have seen sporadic requests to push our backlog, these requests are a small fraction of the very large unsupported backlog we have over multiple quarters and hence, have not had a material impact on our business. At the same time, the level of expedites and customer escalations we’re experiencing has not abated, indicating that demand and supply remain imbalanced from many customer situations. In order to best utilize the available supply and reduced customer inventory builds, we continue to thoughtfully reallocate future supply from customers who self-identify inventory positions to customers in distress with imminent line style situations. Given the crosscurrents of strong internal business indicators and some uncertainty in the macro environment, we have modeled a range of potential scenarios and are monitoring our leading indicators, which should enable us to take deliberate actions swiftly and early when appropriate. Our goal is to deliver a soft landing for our business if or when the softer macro environment catches up with it. And so here’s how we’re thinking about it. We continue to have strong PSP backlog, which is non-cancelable for at least 12 months, which comprises well over 50% of our total backlog. In addition, over the last six months, we have entered into multi-year long-term supply agreements with a number of large customers, in effect, giving them reserved capacity in exchange for guaranteed purchases typically over five years. We have a significant demand cushion with unsupported backlog that is much greater than 100% of supported backlog and which can readily absorb any push outs and cancellations. Distribution inventory at 19 days is low when compared to what the channel has historically required to serve customers effectively. Any business weakness will give us the opportunity to replenish depleted channel inventory and position our channel partners to respond to business growth as well as better serve customers. Our internal die bank and finished goods inventory has been substantially depleted as demand outstripped supply for the last seven quarters. Any business weakness will enable us to replenish this inventory to better position us to support our customers. We continue – we expect continued above-average secular growth trends, resulting from our focus on total system solutions and megatrends. In addition, our end market exposure is concentrated in the industrial, aerospace and defense, automotive, data center and communications infrastructure markets, all of which have demonstrated much higher durability in prior cycles. With any business weakness, we expect our capital intensity will shift to the lower end or even below the low end of our CapEx guidance of 3% to 6% of revenue, that’s liberating free cash flow. And finally, as you’ve seen in prior cycles, we expect our variable compensation programs to buffer our operating expenses and protect our operating model. If you study Microchip speak to trust performance through the business cycles over the last 15 years, you will observe our robust and consistent cash generation, gross margin and operating margin results. The investor presentation posted on our IR website today provides details about our performance through the business cycles. If or when there is a macro slowdown that impacts our business, we expect our cash generation, gross margin and operating margin to once again demonstrate consistency and resiliency. This will help us to continue to execute our long-term Microchip 3.0 growth strategy and insulated from whatever short-term market challenges they may be. We continue to expect constraints in our internal and external factories and the related manufacturing supply chains, we are ramping our internal factories and working closely with our supply chain partners to secure additional capacity wherever possible. We expect our capital spending in fiscal year 2023 to be modestly above the 3% to 6% of revenue range we have shared with you as we respond to growth opportunities in our business. We believe our calibrated increase in capital spending will enable us to capitalize on growth opportunities, serve our customers better, increase our market share, improve our gross margin and give us more control over our destiny, especially for specialized trailing edge technologies. We’re also pleased to see the CHIPS and Science Act approved by Congress with bipartisan support and expect the President will sign it into law imminently. This bill is good for the semiconductor industry and for America as it enables critical investments, which will even the global playing field for U.S. companies while being strategically important for our economic and national security. We expect to be eligible to benefit from the grants under this legislation, as well as the investment tax credit provisions of the bill as we do our part to invest in ensuring U.S. economic and national security. Now let’s get into the guidance for the September quarter. Our backlog for the September quarter is strong, and we have more capacity improvements coming into effect. Taking all the factors we have discussed on the call today into consideration, we expect our net sales the September quarter to be up between 3% and 7% sequentially, and we expect sequential revenue growth again in the December quarter. At the midpoint of our revenue guidance, our year-over-year growth for the September quarter would be a strong 25%. For the September quarter, we expect our non-GAAP gross margin to be between 67.3% and 67.7% of sales. We expect our non-GAAP operating expenses to be between 21.3% and 21.7% of sales. We expect non-GAAP operating profit to be between 45.6% and 46.4% of sales, and we expect our non-GAAP diluted earnings per share to be between $1.42 per share and $1.46 per share. At the midpoint of our EPS guidance, our year-over-year growth for the September quarter would be a strong 34.6%. Finally, as you can see from our June quarter results and September quarter guidance, every element of our Microchip 3.0 strategy is firing on all cylinders as we continue to build and improve what we believe is one of the most diversified, defensible, high growth, high margin, high cash generating businesses in the semiconductor industry. To summarize the essential elements of Microchip 3.0, they are organic growth – organic revenue growth rate of 10% to 15% in the fiscal year 2022 to 2026 time frame by focusing on total system solutions in our six key market megatrends. Long-term non-GAAP operating margin target of 44% to 46% and free cash flow target of 38%, consistently increasing capital return to shareholders as net leverage drops such that 100% of free cash flow is returned to shareholders after net leverage drops to 1.5x. CapEx investment of 3% to 6% of revenue and inventory investment of 130 to 150 days over business cycles, and a strong company foundation that is built on culture and sustainability. Now let me pass the baton to Steve to talk more about our cash return to shareholders. Steve?
Steve Sanghi:
Thank you, Ganesh, and good afternoon, everyone. I would like to reflect on our financial results announced today and provide you further updates on our cash return strategy. Reflecting on our financial results, I continue to be very proud of all employees of Microchip, that have delivered another exceptional quarter while making new records in many respects, namely record net sales, record non-GAAP gross margin percentage, record non-GAAP operating margin percentage, record non-GAAP EPS and record adjusted EBITDA. And all of that in a very challenging supply environment. The Board of Directors announced an increase in the dividend of 9.1% from last quarter to $0.301 per share. This is an increase of 37.8% from the year ago quarter. During the last quarter, we purchased $195.2 million of our stock in the open market. We also paid out $153 million in dividends. Thus, the total cash return was $348.2 million. This amount was 55% of our actual free cash flow of $633.1 million during the March 2022 quarter. Our paydown of debt as well as record adjusted EBITDA drove down our net leverage at the end of June 2022 quarter to 2.05 from 2.32 at the end of March quarter. Ever since we achieved investment-grade rating for our debt in November of 2021 and pivoted to increasing our capital return to shareholders, we have returned $1.04 billion to shareholders through June 30, 2022, by a combination of dividends and share buybacks. In the September quarter, we will use the June quarter’s actual free cash flow of $718.5 million and plan to return 57.5% or $413.1 million of that amount to our shareholders. Out of this $413.1 million, the dividend is expected to be approximately $166.5 million and the stock buyback is expected to be approximately $246.6 million. With that, operator, will you please poll for questions?
Operator:
Thank you sir. We will take the first question from Gary Mobley from Wells Fargo. Your line is open. Please go ahead.
Gary Mobley:
Hi guys. Thanks for taking my questions and congrats on some solid results. Let’s just start out with the inevitability of the CHIPS Act being passed. I know you guys have a relatively high U.S. oriented manufacturing footprint employee base and not to mention a lot of U.S.-centric military business. And so I’m wondering if maybe you can give us a little more color in how the CHIPS Act may benefit you from a CapEx subsidization perspective or from an R&D tax credit perspective, anything you can add there?
Ganesh Moorthy:
So there are various components of the CHIPS Act and the rules of engagement of how they will be handed out are going to be different. So the most obvious one is the investment tax credit. And for any capital expenses and factories that are built, et cetera, that is the first thing that we think will take effect, and it’s probably the end of the year or the beginning of next year before that comes into effect, and that’s a 25% investment tax credit. There are then grants that are for both manufacturing and for R&D. And we have opportunities on both of those with the expansion plans that we have and some of the R&D programs that we are pursuing. But honestly, it’s too early because those are not quite clear yet in terms of how the requirements will be in that. We have, of course, been engaged with both Department of Commerce and Department of Defense for many months, with to give them an understanding of what the aligned interests are between what we are planning to do, are interested in doing and what the government sees as natural security imperatives. And so we expect that as that rolls out, we’ll have more to share, but not at this point in time.
Gary Mobley:
Thank you, Ganesh. Appreciated.
Operator:
We will take the next question from Raji Gil, Needham & Company. Your line is open. Please go ahead.
Raji Gil:
Yes, thank you and congrats, again on managing through this very on a very volatile period of time with great results. Just a question on your unsupported backlog. You mentioned it climbed again, it’s well above the actual revenue that you achieved. And you mentioned as part of your kind of scenario analysis that you can absorb any potential order push-outs or order cancelations. Wondering if you could maybe elaborate further and maybe help us understand if there is a significant decline in demand in some of these end markets. How much do you think you’ll be able to kind of absorb? And you mentioned there are some indications of order volatility. I’m wondering if you could maybe describe that as well? And where are you seeing it? Thank you.
Ganesh Moorthy:
So on your last question, the order volatility we see is sporadic. It’s very small, and it is well, well below the unsupported orders that we have, and they are easily substitutable with other orders we have. And we have indicated that the unsupported is in excess of what we are shipping. So, you can see the backlog would have to be cut by more than half just to get to where we’re at. And that’s a far, far cry from where today’s activity is taking place.
Raji Gil:
Thank you.
Operator:
We will take the next question from Matt Ramsay from Cowen. Your line is open. Please go ahead.
John Buchalter:
Hey guys, this is John Buchalter on behalf of Matt. Thanks for taking my questions. And congrats on the solid results. The revenue and gross margins speak for themselves. But I was wondering, are there any metrics you can provide to help us understand how much of the upside was driven by pricing versus units as we try to square away how much your capacity investments on the CapEx line are flowing through to the model already, and what’s still on the come? Thanks guys.
Ganesh Moorthy:
So it’s not an easy way for us to break out pricing versus the increased number of units. Obviously, we have a component of both that go into it. On the units, we have a component, which is what are we doing from our own factories and then we have components of what are we trying to do and get from our partners. And what is coming from our factories, we at least have plans and things that we can measure what comes from our partners we can have upside sometimes that are unexpected that help us. So it is very clear, we’re shipping more parts. And there is a component of price that is included – the price increases we have made are to offset cost increases that we have experienced. And so the primary driver for us is to grow by growing units, not by growing price. Okay. We should move to the next question.
Operator:
The next question is from William Stein from Truist Securities. Your line is open. Please go ahead.
William Stein:
Great. Thanks for taken my question. With regard to the strength of the backlog and the increase in capacity that you’re expecting? It sounds like you’re expecting that to continue over the next few quarters. Would you be willing to provide us perhaps not guidance, but some way to think about revenue growth in subsequent quarters? Could we think about at least, for example, into the December quarter having relative – having, let's say a relatively strong feeling that that will be an up quarter?
Ganesh Moorthy:
So we don't provide guidance obviously for subsequent quarters, but I did in my prepared remarks, say we will grow in the December quarter. And if you look at historically, December is a declining quarter from any measure of historical seasonality. And so we are quite confident we will grow into the December quarter. Does that answer your question Will?
Operator:
He’s not on the line right now.
Ganesh Moorthy:
All right, go ahead.
Operator:
In the meantime we will take the next questionnaire from Chris Danely from Citi. Your line is open. Please go ahead.
Chris Danely:
I guess just a question on capacity and the shortages. So are you seeing any improvement in the shortage or capacity situation, you talk about trying to squeeze a little bit more both internally and externally has your projected capacity gone up a little bit over the last few months as you've been able to maybe hunt around and find a few more parts out there and maybe just give us a little more color on that supply and demand balance situation?
Ganesh Moorthy:
Yeah. So for our internal factories, we have been investing in CapEx for many quarters. We made progress in our backend factories first because it was a shorter cycle time and easier to bring on. We have been making progress on our front-end factories and still have many quarters of capacity that we think we can bring on as we are able to get equipment. And some of the equipment that we have needed has been delayed as being able to hire people. And it has been harder in some prior quarters, but we're getting better in terms of being able to fill our positions in the factories, et cetera. So clearly internal capacity is growing and helping us support some of the backlog that we're unable to support at this point in time. We have had incrementally more constructive capacity improvements from our external partners, although it is still very small in the grand scheme of what we need in terms of that. And we are hopeful that some of perhaps the weaknesses that may be out there in other segments will in fact help free up some of the capacity we need, although there's not an exact mix between where things are getting freed up and where things are that we require, but I think incrementally it will be constructive and positive for us.
Chris Danely:
Got it. Okay. Thanks Ganesh.
Ganesh Moorthy:
Thank you.
Operator:
The next question from Harlan Sur from J.P. Morgan. Your line is open, please go ahead.
Harlan Sur:
Yep. Good afternoon and congratulations on the strong execution. Your near to midterm business continues strong, right? You've talked many times about the unsupported backlog being strong, but I think the market concern continues to be for a broader slow down next year, not so much for this year, just given the mix of your business, maybe as a reflection of your customer's view on next year, your – maybe it's worthwhile to look at your PSP customers, because they're giving you 12 months order visibility, but they have to continue to keep that 12 month PSP funnel going, right? So they're continuing to add orders to the back-end of their PSP funnel every single month. So given that they're booking well into next year, combined with the concerns on a macro slowdown, have you guys seen a deceleration or decline in the PSP sort of order, true-ups on a sequential basis as sort of a reflection on customer demand concerns next year?
Ganesh Moorthy:
Nothing perceptively changing. If you look at PSP as a percentage of our total backlog, it's pretty rock steady within about one percentage point through pretty much the last 13, 14 weeks of time. So it's certainly a good indicator. We pay attention to and we are watching where that is going. I think the strength of our business also is driven by the end markets we're exposed to. And what is out there today where you see many of the concerns and people who are seeing weakness, it's predominantly in consumer driven segments. And so whether that is consumer PCs, consumer mobile phone, consumer electronics, et cetera. And we have no consumer PC exposure. We do have enterprise PC exposure. It's very strong. We have almost no phone exposure. Our consumer appliances are – we don't have consumer electronics so to speak, we do have home appliances and they could be a part of it, but it's such a small piece of our overall thing. So our end market exposure, we're very fortunate to have very durable markets and I think Eric wants to add a comment to it as well.
Eric Bjornholt:
Yeah, I mean, so on PSP specifically, the dollars amount of PSP backlog that we had leaving June was higher than it was at the end of March. So, I mean the program is still quite effective. Customers are participating in it and adding orders out in time.
Harlan Sur:
Well, thank you for the insights.
Operator:
We'll take the next question from Tore Svanberg from Stifel. Your line is open. Please go ahead.
Tore Svanberg:
Yes. And congratulations on the record quarter. You've talked about being able to manage a bit of a soft landing in case macro continues to deteriorate, obviously you've got the PSP program. Would you talk about some of the other levers that you have, and maybe put them into perspective of your financial, especially gross margin and operating margin, because as you know you have a very, very strong variable cost structure, so any more color you could add would be great?
Ganesh Moorthy:
So I had outlined multiple points that help us with a soft landing. So you mentioned PSP, which is clearly one part of the demand cycle. I think we have in the last six months also been adding to that with some long-term supply agreements, which bolster the demand side of the equation, even farther than just what PSP did. We've talked about how large unsupported is and how that continues to provide a buffer against any ups and downs that may be there in the shorter-term. We will, with any slowing down that we might see use that as an opportunity to rebuild what is a supply chain running on fumes, right? We have our internal die banks and finished goods inventories that have been substantially depleted. While you see some of our days of inventory perhaps moving a little bit up, a lot of that has come from the change in gross margin and really raw materials and end-of-life product that we're buying. On an ongoing basis, to be healthy, we need to be able to run with more inventory, both with our channel partners and our internal factories. All of that will continue to provide absorption and gross margin protection in whatever happens in the cycle. And then we've talked about our capital intensity coming down, coming below the range, again, from a cash preservation standpoint, cash generation standpoint, that will help. And then finally, on the OpEx side, we've always had a large variable compensation element that gives us a large buffer for how we can have expenses come in or out during the different cycles. And I think those are all the elements that give us the comfort on a soft landing, which is to ensure that what we're able to do in terms of our gross margin, our operating margin, our cash generation. All remain strong through whatever that soft landing requirement is.
Tore Svanberg:
All good perspective. Thank you.
Operator:
The next question is from Chris Rolland from Susquehanna. Your line is open. Please go ahead.
Chris Rolland:
Hi guys. Thanks for the question. You guys either Ganesh or Steve, you guys have talked about analog capacity additions for the industry coming in 2023 and beyond. We're now starting to hear about potentially equipment push outs and stuff like that. And maybe a little pumping of the brakes, I don't know if that's the opinion that you guys may have as well. But would love to see kind of longer term, how you view capacity for the analog industry overall? And would it have any sort of effect on your business? Thanks.
Ganesh Moorthy:
Let me take a quick shot and then maybe Steve can answer to it. So I don't want to speak for what the overall industry is doing because different people have different plans and thoughts and what they're doing. I think what we can see is that those technology nodes that are very specialized and analog tends to be that, that tend to be from the trailing edge of the technology nodes that are out there, are underinvested. And yet are critically important in being able to drive the growth for even the leading-edge technology, so that you have more complete solutions. So in that sense, we believe that, that whole end of the market, that requires analog solutions, mixed signal solutions, et cetera, is getting insufficient capital attention, and we are taking some actions for it. I don't know what everybody else is doing, but we think it is going to be constrained for quite a while to come. Steve, do you want to add more?
Steve Sanghi:
Certainly, much more of our analog business comes from internal production than the microcontrollers do. And we earlier described – Ganesh described in his prepared comments about the growth of the microcontroller business versus the growth of the analog business. We are doing much better in capacity increase inside than we are doing it outside of our partners. And with microcontrollers having a large component of production outside and analog having large production inside, we have been able to make more capacity available for analog, hence, stronger near-term growth that we have seen. The inside capacity on trailing edge technologies where analog runs, it also is a bit easier to add then to really get capacity outside. You talked about equipment push outs. I mean some of the equipment push outs happened in the last 12 to 18 months. And a lot of the equipment is here now after a push out, something that was supposed to come in September arrived in January, February, but it is in production now, and it's contributing to the growth, and we believe will continue to contribute to the growth in the December quarter, as Ganesh mentioned before. We're not hitting up a brand-new new kind of push out. I mean the push out has been a continuous phenomena as our suppliers are dealing with their own COVID-19 shutdowns based on where they produce ability to hire and all that, we have substantial equipment coming in line. This quarter, some came online last quarter, and some will come in line in December quarter, which we think will continue to add to internal capacity to grow our business.
Eric Bjornholt:
Yes. And we are clearly not instructing our capital equipment suppliers to push anything out. We still need this equipment coming in as soon as we can get it.
Ganesh Moorthy:
If anything, as I've mentioned in other calls, we are preferentially helping all of our capital equipment suppliers by providing them semiconductor solutions to the extent they are constrained, so that it helps not just us but helps the industry complete the equipment that they're building.
Steve Sanghi:
So the other point I wanted to reemphasize, and I think Ganesh said that, where to the extent our foundry and assembly and test partners are seeing some slowdown in the business coming from consumer PCs and cell phones. We are taking advantage of it because we have been able to increase the output by taking that slack both at the foundries and assembly/test OSAT guys, in addition to our incremental capacity. And hopefully, we will continue to take advantage of that and capitalize on the upside. That's where we're able to say the growth in the business, again this quarter that we guided a 5% midpoint and we're talking about growth again next quarter.
Chris Rolland:
That’s great. Thanks guys. That’s always insightful.
Ganesh Moorthy:
Great. Thank you.
Operator:
It appears that there is no further question at this time. Mr. Speaker, I'd like to turn the conference back to you for any additional or closing remarks.
Ganesh Moorthy:
We thank you all for attending and taking time from your day to be in this call. And we look forward to speaking to many of you as well as seeing some of you at some of the conferences we'll be at. So thank you, and good afternoon, everyone.
Operator:
This concludes today's conference. You may now disconnect.
Operator:
Good day, everyone, and welcome to Microchip's Fourth Quarter Fiscal 2022 Financial Results. As a reminder, today's call is being recorded. At this time, I'd like to turn the call over to Microchip's Chief Financial Officer, Mr. Eric Bjornholt. Please go ahead, sir.
Eric Bjornholt :
Thanks, Erin, and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today, as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Ganesh Moorthy, Microchip's President and CEO, Steve Sanghi, Microchip's Executive Chair; and Sajid Daudi, Microchip's Head of Investor Relations. I will comment on our fourth quarter and full fiscal year 2022 financial performance. Ganesh will then provide commentary on our results and discuss the current business environment, as well as our guidance, and Steve will provide an update on our cash return strategy. We will then be available to respond to specific investor and analyst questions. We are including information in our press release and this conference call, on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on our Investor Relations page of our website at www.microchip.com, and included reconciliation information in our press release, which we believe you will find useful when comparing our GAAP and non-GAAP results. We have also posted a summary of our outstanding debt and leverage metrics on our website. I will now go through some of the operating results, including net sales, gross margin and operating expenses. Other than net sales, I will be referring to these results on a non-GAAP basis, which is based on expenses part of the effects of our acquisition activities, share-based compensation, and certain other adjustments as described in our press release. Net sales in the March quarter were $1.844 billion, which was up 4.9% sequentially, and near the high end of our quarterly guidance. We have posted a summary of our GAAP net sales by product line and geography as well as our total end market demand on our website for your reference. Going forward, we will only be providing GAAP net sales by product line and geography, consistent with the standard practice by our peer companies. We will continue to provide information each quarter on changes in distribution inventory levels. On a non-GAAP basis, gross margins were a record 66.6%. Operating expenses were at 21.9%, and operating income was a record 44.7%. Non-GAAP net income was a record $764.6 million. Non-GAAP earnings per diluted share was a record $1.35, $0.10 above the midpoint of our guidance, $0.07 of which was driven by favorable events in the March quarter, benefiting our cash tax expense. On a GAAP basis, in the March quarter, gross margins were a record at 66.2%. Total operating expenses were $670.9 million, and included acquisition intangible amortization of $215.5 million, special charges of $9.1 million, $3.8 million of acquisition-related and other costs, and share-based compensation of $39 million. GAAP net income was $437.9 million or $0.77 per diluted share, and was adversely impacted by an $11.8 million loss on debt settlement associated with our convertible debt refinancing activities. Our March quarter GAAP tax expense was impacted by a variety of factors, notably the tax benefits recorded as a result of releasing the unrecognized tax benefit due to the closing of an audit in Europe. For fiscal year 2022, net sales were a record $6.82 billion and were up 25.4% from net sales in fiscal year 2021. On a non-GAAP basis, gross margins were a record 65.7%. Operating expenses were 22.2% of sales and operating income was a record 43.5% of sales. Non-GAAP net income was a record $2.611 billion and EPS was a record at $4.61 per diluted share. On a GAAP basis, gross margins were a record 65.2%. Operating expenses were 38.1% of sales, and operating income was 27.1% of sales. Net income was $1.286 billion, and EPS was $2.27 per diluted share. Our non-GAAP cash tax rate was 1.3% in the March quarter and 4.9% for fiscal year 2022. The non-GAAP cash tax rate in the March quarter was lower than originally forecasted, due to a variety of factors, including the receipt of a tax refund that had not been forecasted to be received until a later date, lower taxes in certain jurisdictions, and tax benefits from our convertible debt exchanges. We expect our non-GAAP cash tax rate for fiscal '23 to be between 7.5% and 11.5%, exclusive of the transition tax, any potential tax associated with restructuring the Microsemi operations into the Microchip global structure, and any tax audit settlements related to taxes accrued in prior fiscal years. The midpoint of our June quarter tax rate guidance is 9.5%. Our fiscal '23 cash tax rate is higher than our fiscal '22 tax cash rate for a variety of factors, including lower availability of tax attributes, such as net operating losses and tax credits, as well as the impact of current tax rules requiring the capitalization of R&D expenses for tax purposes. Our inventory balance at March 31, 2022, was $854.4 million. We had 125 days of inventory at the end of the March quarter, which was up 9 days from the prior quarter's level. Our levels of raw materials and work in progress increased in the quarter, which helps position us for the increased production we are expecting from our internal factories and helps buffer us against unexpected shortages or changes in material lead times. The carrying cost of our inventory has been and will be increasing due to the rising input costs from our supply chain. We are continuing to ramp capacity in our internal and external factories, so we can ship as much product as possible to support customer requirements. Inventory at our distributors in the March quarter were at 17 days, which is a record low level and down from 19 days at the end of the prior quarter. Following on the heels of our upgrade to investment grade or BBB minus in the December 2021 quarter, during the March 2022 quarter, we were upgraded to the equivalent of BBB by both Moody's and Fitch, reflecting the strength of our balance sheet, financial results and our franchise. In the March quarter, we exchanged a total of $64.9 million of principal value of our 2027 convertible subordinated notes for cash and shares of our common stock. We used cash generation during the quarter to fund the principal amount of the convertible debt exchanges, and we believe that these transactions will benefit stockholders by significantly reducing share count dilution to the extent our stock price appreciates over time. The principal amount of convertible debt on our balance sheet at March 31 was $838.1 million. This includes $665.5 million of convertible bonds maturing in November of 2024 with the cap call option in place that offsets any potential dilution from these convertibles up to stock prices of $116.79. At the beginning of calendar year 2020, Microchip had $4.481 billion in convertible bonds outstanding. So today, our overall capital structure is in a much better long-term position. Our cash flow from operating activities was $747.7 million in the March quarter. Our free cash flow was $633.1 million and 34.3% of net sales. As of March 31, our consolidated cash and total investment position was $319.4 million. We paid down $205.9 million of total debt in the March quarter. Over the last 15 full quarters, since we closed the Microsemi acquisition and incurred over $8 billion in debt to do so, we have paid down almost $5 billion of debt and continue to allocate substantially all of our excess cash, beyond dividends and stock buyback, to bring down this debt. We have accomplished this despite the adverse macro and market conditions during the earlier years of this period, which we feel is a testimony to the cash generation capabilities of our business, as well as our ongoing operating discipline. We continue to expect our debt levels to reduce significantly over the next several years. Our adjusted EBITDA in the March quarter was a record at $902.6 million and 48.9% of net sales. Our trailing 12-month adjusted EBITDA was also a record at $3.246 billion and 47.6% of net sales. Our net debt-to-adjusted EBITDA was 2.32 at March 31, 2022, down from 2.58 at December 31, 2021, and down from 3.76 at March 31, 2021. Our dividend payment in the March quarter was $140.8 million, and we repurchased 259.6 million of our stock during the quarter. Capital expenditures were $114.6 million in the March quarter and $370.1 million for fiscal year 2022. We had originally forecasted capital expenditures of about $140 million in the March quarter, and we experienced delays in receiving some of our capital equipment from our suppliers. Our expectation for capital expenditures for fiscal year 2023 is between $450 million and $550 million, as we continue to take actions to support the growth of our business and ramp our manufacturing operations. We continue to prudently add capital equipment to maintain, grow and operate our internal manufacturing operations to support the expected long-term growth of our business. We expect these capital investments will bring gross margin improvement to our business, and give us increased control over our production during periods of industry-wide constraints. Depreciation expense in the March quarter was $59.3 million. I will now turn it over to Ganesh to give us comments on the performance of the business in the March quarter as well as our guidance for the June quarter. Ganesh?
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. Our March quarter results were very strong across the board, and set several records in the process. Revenue grew 4.9% sequentially and 25.7% on a year-over-year basis to achieve an all-time record of $1.84 billion. Despite a number of operational challenges, including the rapid spread of the COVID Omicron virus, which affected several of our factories, the shutdowns in several cities in China, and the suspension of shipments to Russia, we finished just shy of the high end of our revenue guidance. This was our fifth consecutive quarter of new revenue records. Non-GAAP gross margin was another record of 66.6%, up 50 basis points from the December quarter, and at the high end of our guidance, as we continue to ramp our internal factories and benefit from improved operational efficiencies as well as product mix changes. Non-GAAP operating margin was also a record of 44.7%, very close to the high end of our guidance. At 21.9% operating expenses, we are 60 basis points below the low end of our long-term model of 22.5% to 23.5%. Our long-term operating expense model will continue to guide our actions to invest for the long-term growth and profitability of our business. Our consolidated non-GAAP diluted EPS was a record $1.35 per share, well over the high end of our guidance and up 45.2% from the year ago quarter. Even after excluding the tax benefit we received, our March quarter non-GAAP diluted EPS at $1.28, was at the high end of our guidance. Adjusted EBITDA at 28.9% of revenue and free cash flow at 34.3% of revenue, were both very strong in the March quarter, continuing to demonstrate the robust cash generation capabilities of our business. Net debt declined by $209.8 million, driving our net leverage ratio down to 2.32 in the March quarter, as we continue to relentlessly drive down our net leverage. During the March quarter, we returned $400.4 million to shareholders, representing 52.5% of the prior quarter's free cash flow. Reflecting on our fiscal year '22 results, it was one for the record books, and one of our best years ever. We made dramatic progress on all fronts, revenue growth, gross and operating margins, earnings per share, free cash flow generation, debt and leverage reduction, and last but not least, we significantly increased the capital return to shareholders through dividend increases and the initiation of a programmatic share buyback program. At our Investor Day in November 2021, we outlined our plan to increase the capital return to shareholders every quarter, as our net leverage continues to drop. We are making consistent and meaningful progress towards our net leverage growth every quarter. I would like to take this opportunity to profusely thank all our stakeholders, who enabled us to achieve these outstanding results and especially thank the worldwide Microchip team for their never-give-up attitude and concerted effort to consistently deliver results to support our customers, in the face of a historic and persistent imbalance between supply and demand. Taking a look at our revenue from a product line perspective, our microcontroller revenue was sequentially up a strong 7.6% as compared to the December quarter, and was another all-time record. On an annualized basis, our March quarter microcontroller revenue broke through the $4 billion mark for the first time. On a year-over-year basis, our March quarter microcontroller revenue was up 28.3%. All microcontroller product lines, 8-bit, 16-bit and 32-bit, experienced strong growth and achieved record revenue milestones. 32-bit microcontrollers had the highest growth and is now the largest microcontroller product line for us at 46.5% of our microcontroller revenue. Microcontrollers represented 56.7% of our revenue in the March quarter. Our analog revenue sequentially increased 3% in the March quarter, setting another record in the process. On a year-over-year basis, our March quarter analog revenue was up a strong 24.2%. Analog represented 27.9% of our revenue in the March quarter. Taking a look at our revenue from a geographic and end market perspective, Americas was up 21.4% over the prior year quarter. Europe was up 25% over the prior year quarter. Asia was up 27.9% over the prior year quarter. All end markets remained strong and were supply constrained. Business conditions continue to be exceptionally strong through the quarter. Our preferred supply program, our PSP backlog, continued to grow and remained well over 50% of our aggregate backlog and 100% of our backlog in the most constrained capacity product areas. Demand continued to be insatiable, despite the significant capacity increases, we have implemented so far. As a result, our unsupported backlog, which represents customer backlog -- backlog that customers want to ship to them in the March quarter, but which we could not deliver in the March quarter, climbed substantially again as we exited the March quarter with our highest unsupported backlog ever. We continue to experience constraints in all our internal and external factories and their related manufacturing supply chains. We are ramping our internal factories as fast as reasonably possible. And we are working closely with our supply chain partners to secure additional capacity wherever possible. Our supply chain partners as well as some of our customers were adversely impacted by the lockdowns in China during March, which continued into April and May. Our operations team worked to redirect our manufacturing activities and sourcing wherever possible to other locations that are not locked down. Looking at the magnitude of the demand supply inbound, the size of our non-cancelable backlog, the rate at which new backlog continues to come in, and the rate at which we're able to bring on new capacity, we expect that we will remain supply constrained throughout 2022 and into 2023. Our growth is predominantly limited by how quickly we can bring on additional capacity to support demand. To reiterate what we first shared with you in March this year, we expect our 5-year compounded annual growth rate, using fiscal year 2021 as a baseline, to be 10% to 15%. We expect our capital spending in fiscal year '23 to be at the high end of the range we have shared with you, as we respond to growth opportunities in our business as well as fill gaps in the level of capacity investments being made by our outsourced manufacturing partners in specialized technologies, they consider to be trailing edge, but which we believe will be workhorse technologies for us for many years to come. We believe our calibrated increase in capital spending will enable us to capitalize on growth opportunities, serve our customers better, increase our market share, improve our gross margins, and give us more control over our destiny, especially for specialized trailing-edge technologies. We will, of course, continue to utilize the capacity available from our outsourced partners, but our goal is to be less constrained by their investment priorities in areas where they don't align with our business needs. Now let's get into the guidance for the June quarter. Our backlog for the June quarter is very strong, and we have more capacity improvements coming into effect. Taking all the factors we have discussed on the call today into consideration, we expect our net sales for the June quarter to be up between 4% and 8% sequentially. Our guidance range assumes capacity additions, as well as continued materials and capacity challenges, some of which will work -- expect to work through during the quarter, others that will carry over to be worked in future quarters. We have also included the anticipated effects of the lockdowns in China on our supply chain partners as well as our customers. At the midpoint of our revenue guidance, our year-over-year growth for the June quarter would be a strong 24.6%. For the June quarter, we expect our non-GAAP gross margin to be between 66.8% and 67.2% of sales. We expect our non-GAAP operating expenses to be between 21.6% and 22% of sales. We expect our non-GAAP operating profit to be between 44.8% and 45.6% of sales. We expect our non-GAAP diluted earnings per share to be between $1.32 per share and $1.36 per share, after comprehending the higher tax rate that Eric shared with you. Finally, as you can see from our March quarter results and the June quarter guidance, every element of our Microchip 3.0 strategy is firing on all cylinders, as we continue to build and improve what we believe is one of the most diversified, defensible, high growth, high margin, high cash generating businesses in the semiconductor industry. To summarize the essential elements of Microchip 3.0, they are, organic growth rate of 10% to 15% in the fiscal year '22 to ‘26-time frame, by focusing on total system solutions and our key market megatrends. Long-term non-GAAP operating margin target of 44% to 46%, and free cash flow target of 38%, consistently increasing capital return to shareholders as net leverage drops such that 100% of free cash flow is returned to shareholders by the time net leverage drops to 1.5x, a CapEx investment of 3% to 6% of revenue, and an inventory investment of 130 to 150 days over the business cycles. And last but not least, a strong company foundation built on culture and sustainability. Let me now pass the baton to Steve to talk more about our cash return to shareholders. Steve?
Steve Sanghi:
Thank you, Ganesh, and good afternoon, everyone. I would like to reflect on our financial results announced today and provide you further updates on our cash return strategy. Reflecting on our financial results, I continue to be very proud of all employees of Microchip that have delivered another exceptional quarter and fiscal year, while making new records in many respects, namely record net sales, record non-GAAP gross margin percentage, record non-GAAP operating margin percentage, record non-GAAP EPS, and record adjusted EBITDA, and all of that in a very challenging supply environment. The Board of Directors announced an increase in the dividend of 9.1% from last quarter to $0.276 per share. This is an increase of 33.7% from a year ago quarter. During the last quarter, we purchased $259.6 million of our stock in the open market. We also paid out $140.8 million in dividends. Thus, the total cash return was $400.4 million. This amount was 52% of our actual free cash flow of $762.7 million during the December 2021 quarter. Our pay down of debt as well as record adjusted EBITDA, drove down our net leverage at the end of March 2022 quarter to 2.32 from 2.58 at the end of December. In the current June quarter, we will use last quarter's actual free cash flow of $633.1 million and expect to return $348.2 million, which is 55% of that amount to our shareholders. Out of this $348.2 million, the dividend is expected to be approximately $153.2 million and the stock buyback is expected to be approximately $195 million. With that, operator, will you please poll for questions?
Operator:
And we will take our first question from Joe Moore with Morgan Stanley.
Joe Moore:
Great. Thank you for taking my questions. Wonder if you could just talk to your visibility into the supply remaining kite in the context of markets that you guys don't serve if you're seeing smartphones feel a little bit weaker, you should be seeing foundry capacity free up in other places. Do you see that showing light at the end of the tunnel in a supply situation or no?
Ganesh Moorthy:
So, because we're not in the end markets you described like smartphones, we don't have direct visibility into what they're facing. We do read the same industry reports as to what might be happening. There is sometimes a delay between when something is perceived to be in the market to when it actually filters into the supply chains. And at this point in time, we do not see any major relief in the capacity as a result of some other end market that is weak. That may happen in time, but not at this point.
Joe Moore:
Thank you very much.
Operator:
Our next question will come from Gary Mobley with Wells Fargo Securities.
Gary Mobley:
Let me extend my congratulations to a strong finish to the fiscal year. You mentioned that your first quarter guide contemplates a lot of the different issues that we're all dealing with, including supply chain issues and customers' inability to manufacture. I was hoping maybe you can break that down quantify the total impact that you have embedded in your first quarter guidance and what the split may be between customer-specific issues your own supply chain issues?
Ganesh Moorthy:
It's a good question, but it's a very difficult question to quantify the way that you're looking for. There are upsides and downsides, and the different risks that we're dealing with. What we have applied is a way to look at all of that and come up with an aggregate risk that we have built into the guidance. And so I don't have a specific breakdown that would be helpful to you on China customer or China supply or Russia, et cetera. It's all built in to what we have. And we know that they're going to come at us with a slightly different twist than what we're thinking about, and all that is built into the guidance we've provided.
Gary Mobley:
Okay. Eric, if I can ask a follow-up question. You mentioned that distribution inventory is at an all-time record low down 2 days sequentially. But I think you've now had maybe 3 quarters in a row of sell into the distribution channel greater than sell out, albeit a fairly minor difference. What's the reason for the divergence there?
Eric Bjornholt:
Well, I just view the difference is really small. If you look at our fiscal year, I think there's an $11 million difference between GAAP revenue and what sell-through was through distribution channels. So I think it's minor. Distributors are challenged, just like customers are today in terms of getting the product that they need to support their customers. We're generally seeing that what we're shipping into them is shipping out almost immediately to support their customers. And they also have a lower percentage of their backlog typically that is on the PSP program. And that has impacted their availability to get supply as some of the direct customers that got into PSP earlier or have a stronger presence in PSP, have that priority of supply.
Ganesh Moorthy:
Gary, what I would also add is that, as business grows, distribution almost, by definition, needs more products shipped into them in order for them to be able to prepare for that growth. The days of inventory is a more normalizing indicator that tells you how is -- what they're getting as a function of what is it that they're shipping through. So there is no concern with the fact that we are shipping in slightly more. And as Eric mentioned, it's pretty small in the grand scheme of things. Despite that and despite the growth, the days of inventory are declining quite significantly, going from 19 to 17. And I think that is a more meaningful indicator as what's going on in distribution.
Gary Mobley:
Thanks guys.
Operator:
And our next question will come from Vivek Arya with Bank of America.
Vivek Arya :
Thanks for taking my questions. There's a lot of concern about the possible downturn whether it's late this year or next year. So Ganesh, I wanted to get your thoughts on reality versus perception. And let's say, in a scenario of Microchip sales were to decline 5% or 10% next year hypothetically, what happens to gross margins? Because if I go back in history, the last time there was a meaningful sales decline was in 2009 and gross margins declined about 6 points or so. Is that the kind of decline that could potentially happen? So just give us your thoughts on a potential for a downturn, if you're seeing anything. And then if there were to be one, what happens to gross margins?
Ganesh Moorthy:
It's a hard question to take in the hypothetical, but let's look at where some of the cushions are if and when that change happens, right? So I think we were just talking about distribution inventory at 17 days, right? I mean distribution is running on fumes. And to run healthy, they need to be in that high 20s kind of days of inventory, sometimes slightly higher than that. So I think that is the first part of what we would need to do with is utilize the opportunity if it is this down cycle at some point to replenish distribution to run healthy for a normal business. Second is when you look at our inventory, right, we really -- our inventory is up in a few days. But really, when you look at the inventory at the points that are in die bank, in finished goods, those are all still running on fumes for us given the mix of our products. We have a significant amount of internal inventory replenishment, et cetera, to be done. And finally, I think we have conveyed that while products are such long-lasting products, that we intend to build inventory in a down cycle, because that is the most effective capacity we can have rather than trying to get CapEx to go up when the next up cycle comes about. We had constraints in doing that in the last cycle, when we were more cash constrained given the debt that we have. We don't have those same constraints. And so our products last 10, 15, 20 years, and we fully expect that we will utilize our capacity and be more capital efficient through the cycle, whenever that cycle happens.
Steve Sanghi:
I'd like to add to that, Vivek, your question began with, if Microchip goes down 5% to 7%, and then you compared it to 2009, when over a 6-month period, industry and Microchip's revenue was down 35%, in the middle of a global financial crisis. So I don't think anybody is looking for that kind of downturn last -- next year, where the revenue goes down that much percentage. So I think 6% gross margin drop in 2009 environment is scary. And I don't think we are expecting that kind next year, even if the sales were to drop 5% for the elements that Ganesh pointed out, it will take us a period of a year at least to really rebuild our own inventory, restock distribution and get everything healthy. So I don't really think there is that much concern about gross margin dropping that much.
Operator:
And Tore Svanberg with Stifel has our next question.
Tore Svanberg:
And congrats on all the record numbers. A question on CapEx. You didn't quite get to the number you wanted this quarter. You cited some delays in equipment sales. I was just wondering if the situation there is improving or not, just quarter-over-quarter, because clearly, the last quarter, things were still pretty constrained to get equipment, but are you seeing any improvement there at all?
Ganesh Moorthy:
No, I think it's still a challenge to get equipment. And over the last 4, 5 quarters, it's become more challenging to get equipment in on time. So delays are there. It's a bit of a vicious cycle. Many of the delays are caused by shortages in semiconductor components. Those in turn, delay the equipment, which delays the ability to solve that problem. We have, in fact, taken the initiative to prioritize supply for many of the semiconductor equipment manufacturers, so that we do our part to both help the industry and help ourselves in doing that, and I believe others are doing it as well. But at the moment, the equipment lead times are getting worse, not better.
Operator:
And our next question comes from Chris Caso with Raymond James.
Chris Caso:
Your question about some of the capacity additions and specifically, the timing of when we could expect more substantial capacity to come online. I think what you've said previously is that your capacity would come on in a fairly linear even fashion, as you brought on more supply. With some of the CapEx jump that you'd have into fiscal '23, when does that start to have an impact? And then there is a bit of an inflection point in your ability to supply and therefore, revenue once that CapEx turns into actual capacity?
Ganesh Moorthy:
So Chris, there's no single point at which there is a step function change in our capacity. We are getting capacity increases every quarter. As equipment comes in, it gets qualified, installed and begins to run production. Some of that is in our front-end fabs. Some of that is not back-end factories as the case might be. In certain cases, we are expanding clean room and that clean room space comes on at a certain point in time, which allows us to put in place more equipment. But it's more of a continuum of capacity increases that is taking place. And every quarter, we are increasing capacity. In some cases, it requires equipment. In other cases, it's really just hiring the people to run the equipment that we have. And all of that is kind of a more continuous process every quarter rather than a step function in any given quarter.
Chris Caso:
Got it. As a follow-up, I wonder if you could give some color on some of your end markets. And are there any areas where you've seen demand substantially increase or decrease? I mean, elsewhere from other earnings reports, where we've seen some changes are largely areas you don't participate very much in, handset and PC. But interesting, if you've seen anything of note within your end markets that you wish to talk about?
Ganesh Moorthy:
As I mentioned, all end markets are strong. Maybe the one of note would be, we are seeing more strength in the defense, aerospace end of the market. Commercial aviation is coming back. And so some of the folks that were not building are starting to build more. There are going to be some defense-related items given some of what's going on geopolitically that will come through. But that's a small part of our overall business. So it's still got significant strength in the other 5 end markets that we're in.
Operator:
Our next question comes from Chris Danely with Citi.
Chris Danely:
A bit of a longer-term question. So in the past -- I guess, in the recent past, you've asked you about additional acquisitions. You said that, that avenue has pretty much been closed, because there's, to paraphrase you, not much out there and things are expensive. I'm just wondering if your thought process has changed at all, given that the stocks have sold off that. Do you think that this upturn will be more sustainable than in the past and there's extra capacity seems like it's sort of at a premium out there? Has anything changed as far as the thought process goes?
Ganesh Moorthy:
Not really. I think what we had said is we met the major objectives we had when we went on our multiyear acquisition path. The two big ones at that time to be able to build scale and the other one was to build out the portfolio to be broader than what it was 10 years ago. Having reached both those objectives, we think there is more to be had in focusing and harnessing organically what we have and getting the best of what we have. So we were doing more acquisitions when the available growth was also limited, and we wanted to augment our organic growth with the acquisitions. We believe we're at a point in time, where there is a substantially higher organic growth opportunity available. And the most cost-effective growth, we think, is organic, and that is where we're focused with the many specific strategies that we have put in place for that as large acquisitions. And of course, we still do small pinpoint acquisitions that are tuck-ins intended for technology, market or customers from time to time.
Chris Danely:
Thanks guys.
Ganesh Moorthy:
Welcome.
Steve Sanghi:
In today's environment, you couldn't get the benefit of cross-selling on a new acquisition, because there's no capacity. You would simply be inheriting the capacity challenges of an acquiree. And if there are any cross-selling opportunities to grow revenue, you won't have capacity for it, because we're constrained even just shipping our organic growth.
Operator:
We'll now hear from William Stein with Truist Securities.
William Stein:
Thanks so much for taking my questions. Congrats on the results and outlook. I'm hoping you might dissect the growth either year-over-year or sequentially by units versus pricing? And if you could also comment on the effect that that's having on gross margins, because, of course, I'm pretty sure you guys use FIFO inventory, so you have lower-cost products flowing through the P&L on higher-priced products to customers? Any clarity on those would really help? Thank you.
Ganesh Moorthy:
So directionally, when I look at it year-over-year, is that a component of the growth that comes from price, yes. The majority of the growth is coming from units, and price, as we have talked about before, is predominantly for us to be able to address cost increases that we have incurred, which we batch and pass on from time to time to our customers. The gross margin benefits of the price increase are really not something we target to go get. I'll let Eric speak to maybe the timing of the FIFO inventory and all that, but largely, we're not trying to boost up gross margins through the price changes that we're making.
Eric Bjornholt:
Yes. So from a timing perspective, as Ganesh said, we try to batch these pricing increases, as things are starting to flow through the P&L. And it's not a perfect process, but that's what we try to do. Again, we're not trying to gouge customers. We're trying to pass along the cost and earn what I would call a standard margin on that, but not be a gross margin percentage enhancer. So with 100,000 SKUs in the portfolio, again, it's not a perfect process, but I think we've done a good job of doing that and being fair with our customers.
Operator:
And our next question will come from Harsh Kumar with Piper Sandler.
Harsh Kumar:
First of all, congratulations, great results, great guide. Steve, the question that a lot of us have been trying to ask in a variety of different ways. I think it's this, that when you look at the revenue growth of not just Microchip, but the industry associated with the auto business overall, the chip business overall, when you look at the growth rate, and you try and compare that with the growth rate in autos and your account for the content gains, which I know are very strong, we still end up with a lot of gap. And that's probably the area that I get the most amount of questions on the buy side. I was curious if you might have some thoughts on what is happening? Why is the semiconductor industry benefiting to such a great degree and that gap is so wide?
Ganesh Moorthy:
So let me take that. I think if you look at the automotive industry, in some ways, I look at their results over the last 4 or 5 quarters, and I think a semiconductor shortage is probably the best that happened to them. Every one of them has record results, record profitability, whether that is at the OEM level or the Tier 1 level. And why? What they have done is really utilized the available semiconductor supply they have to build the richest product line that they can build. And if you try to go to a dealer today and try to buy a de-featured car, it's not available. You can get it in a year's time or whenever they tell you it is. And so the semiconductor content per car on average has grown up, because the mix has become much richer. Things that perhaps were optional or not available before, are becoming more standard, because in a smaller number of cars they want to sell, they are utilizing as many semiconductors has become available for that smaller number of cars to have the richest product line. And secondly, from an automotive standpoint, there are no discounts available. So all of the discounting that took place is a gross margin tailwind for the automotive guys. So the chips we're selling -- and by the way, our shortages that we deal with, with the automotive customers hasn't really abated in the last year. We still have significant escalations and issues that we're working with, with not just automotive but just about every industry, but automotive specific since you asked that. So, there is no indication that all is quiet on the automotive front with respect to the getting product that they need. They are still fighting through shortages in order to be able to build exactly the cars and the mix of product that they want to make.
Harsh Kumar:
Very helpful guys. Thank you so much.
Operator:
Our next question will come from Christopher Rolland with Susquehanna.
Christopher Rolland:
Also congrats. Microcontrollers, you guys had some interesting revelations there, I guess, on 32-bit becoming the majority there. I would love to know kind of how you see longer-term growth rates between maybe 8-bit and 32-bit and as 32-bit accelerates, is that a tailwind for you guys for gross margin?
Ganesh Moorthy:
So first, maybe to parse out, right? All three, 8-bit, 16-bit and 32-bit are still setting new records. So all are growing. Clearly, there is a higher growth rate on the 32-bit, which is why it grew the most, and it's now approaching almost half of the microcontroller revenue. Now we continue to expect that the usage of microcontrollers and the embedding of intelligence in lots and lots of end applications is a critical secular trend that has a tailwind for our business overall. We've kind of represented and shown that in the 6 megatrends, and how what we do fits in those kind of end market or end applications and drives growth for us. Now to your second question on gross margin, the gross margin of the microcontroller business is not dramatically different between 8s, 16s and 32s. And so we go to market with an approach that allows any one of our products to be utilized, depending on what is most appropriate in the customer situation, and the pricing is to the value that we bring into that application. And so the general gross margin, we don't believe is affected by the mix of 8s, 16s and 32-bit.
Christopher Rolland:
Great. Thank you, Ganesh. And then 1 for either you or Steve. A lot of people have talked about potential over capacity for the industry in '23 and '24. Would love to get kind of your views on whether you think that's a thing or not? And what its effect on industry pricing might be?
Ganesh Moorthy:
So I'll give you my view and then maybe Steve will add to it as well. So it's a bit of a misnomer when you talk about overcapacity in '23 or '24, when you look at where is the CapEx being spent by the industry, industry spent over $100 million of CapEx last year. The vast majority of that CapEx, over 90% of it, is being spent on the bleeding edge nodes. These are the nodes that are 16-nanometer and smaller, so 16, 10, 7, 5, 3, et cetera, is where all that is being spent. Where the capacity is not being invested in at the rates that are required, and where, for example, all of the constraints that the industry is fighting through short, medium and long term, are on these trailing edge, specialty technologies. On 300-millimeter, that is typically anything which is 40-nanometer and larger in size, very little capacity investment coming online to be able to help that. On 200-millimeter, 8-inch wafers, there's almost nothing that is being done, outside of what some of the IDMs have been doing and which really is still a far cry from what is needed. So while there is CapEx spending taking place of quite significant amount, it is being spent disproportionately on the bleeding edge technologies, and there are still significant constraints left on the trailing edge, specialty technologies that we don't see easing up into '23 and '24. Steve, do you want to add some more to it?
Steve Sanghi:
Yes. Yes, I would. So what has happened historically is that the foundries built a leading-edge fab, depreciated it fully over 4 years, providing leading-edge chips to the likes of Qualcomm and AMD and others. And when the leading-edge guys moved to the next node, then they took that capacity, a depreciated fab and repurposed it for microcontroller, mixed-signal, connectivity and those kind of products. And that's how over many, many years, trailing as a capacity became available. Now what has happened now is that link is broken. The leading-edge lithography has gone to 14-nanometer, 10-nanometer, even 7, 5 and 3-nanometer, while the microcontrollers and analog, because of functionality needed, are still in the range of 65-nanometer to 180-nanometer. And so therefore, the trailing edge capacity no longer easily becomes available, because somebody moved to the next node. Secondly, starting at 19-nanometer, the wafers became 12-inch, less than 19 nanometer, the wafer's at 8-inch. And 8-inches largely aluminum back end and 12 inches largely copper back end, and one is not compatible with the other. So a 12-inch fab becoming available, doesn't easily give the capacity for an 8-inch product to move to 12-inch. So combination of those factors and the fact that the foundries are adding almost no capacity on the trailing edge, it is quite possible that the trailing edge capacity is forever constrained. And that's why we are making aggressive attempts to add capacity internally to provide that growth to our business and to our customers, and you're seeing some of our competitors do the same thing.
Operator:
We will now take a question from Harlan Sur with JPMorgan.
Harlan Sur:
Good afternoon. Congratulations on the strong margins and overall execution. Currently, you're not quite where you want to be on OpEx as a percent of sales, but your business is growing strongly. So it's hard to bring on personnel at a faster pace than your business is growing. But won't you guys have the same challenge longer term, given your new long-term revenue CAGR of 10% to 15%. Given your revenue scale, can the team really grow its OpEx by double-digit percentage points going forward to maintain your OpEx target? I guess my point is, with the accelerated rate revenue growth targets and $8 billion of revenue scale, it would seem that you'll be driving stronger leverage on the operating margin than what your model implies, because you kept your operating margin targets unchanged when you increased your 4-year revenue CAGR. Am I missing something?
Steve Sanghi:
I'll give you a…
Ganesh Moorthy:
I will want to add to it as well. I think investments in the operating expense are not just in people alone. That is clearly one of the large investments we've got to make. But beyond that, there's an intellectual property. There's work we have to do this research and development work that takes place, which has wafers and other things we have to do. So we do believe that strong gross margin and strong growth businesses don't fall out of the sky. They need to be thought through, invested in and executed. And we need to make sure that while today's gross margins are strong and where they're at, that we continue to build for the future in a competitive world, that ensures that continued new products and technologies, and the associated marketing and other activities we need to do, will be able to keep those gross margins high and keep the growth rates high in where we're at. And today's environment is a bit challenging also, because of the availability of people is I think that won't be there forever. So we do expect that in time, we will solve some of those shortages of being able to hire people, et cetera, and do need to get back into the range that we have provided. And that's what creates a sustainable high gross margin business. Do you want to add to it?
Eric Bjornholt:
I think the only other thing I would add is just a point of clarification on the statement that you made in your question, Harlan, is that we are targeting this 10% to 15% CAGR on revenue based on fiscal '21 as a baseline, right? We just completed fiscal '22, which is a very strong growth year. We're expecting another strong growth year, but I don't want you or investors to necessarily just put in your model 10% to 15% on a perpetual basis going forward. We'll have to see how that plays out over time, but that's a 5-year CAGR based off of fiscal '21 as the baseline.
Operator:
Our next question comes from Pradeep Ramani with UBS.
Pradeep Ramani:
Can you speak to maybe the trends with respect to how your backlog and largely unsupported backlog, how it sort of grew in June versus March. And maybe even address it from the perspective of PSP. Is your PSP duration stretching quarter-over-quarter? Or is it about the same? Can you help us with that?
Ganesh Moorthy:
So the PSP program requires 12 months of continuous non-cancelable backlog. Many customers choose to go longer than that. And we don't really track what is the -- what percentage of that is above or below where it is. We make sure that everybody is in compliance with the program. But we do have a meaningful amount of that backlog that is more than 12 months. And we do have overall PSP backlog continuing to grow. So that's one part of the question. And the other part of it is, exiting the March quarter, our unsupported backlog grew again quite significantly. And that is the sixth or seventh or some consecutive quarter of continuing expansion of unsupported, just giving you the sense of how -- no matter how much incremental capacity we have brought on, we continue to be falling behind versus the intensity of demand. So it's just -- it's not supplies and coming online. It's just demand is outgrowing supply multiple quarters and expanding that gap between supply and demand.
Eric Bjornholt:
I think I would just add two points. Ganesh said one of these already, but in the quarter, total backlog grew, unsupported backlog grew and PSP backlog grew. So all of them were up quarter-on-quarter.
Operator:
And we'll now take a question from Ambrish Srivastava with BMO.
Ambrish Srivastava:
I had a question on lead times. Have lead times stabilized? You folks have been adding capacity, which should translate into some alleviation. So just a question on lead times. And then, Ganesh, you talked about the price increase. And as it relates to the PSP, what has been the reaction to the price increase programs that you have in place?
Ganesh Moorthy:
So lead times are long. I wouldn't say that they're stabilized. Some of the constraints are still quite acute. And to the extent that demand continues to grow faster than supply, the only way to solve is on lead times. So lead times have been stretching out more so on some products, perhaps than other products, and where they're at. On the pricing increase and PSP, so any time we increase prices, our customers have a small window in which they have the opportunity to refuse the price increase, and cancel the backlog if they so wish. And we have the opportunity to adjust the price, if we so wish, which we have not done. What customers have in the course of the price increase that we have done, the amount of backlog that they have chosen to cancel is so small, it's almost immeasurable in the grand scheme of what we have. And so there has been no final impact of the price increase in our PSP backlog.
Ambrish Srivastava:
Just sorry, just a clarification. What I meant to ask on lead times was that our lead times continuing to go up or the rate of the increase has slowed down considerably because -- and I forget, what is the capacity that you've brought online on a year-over-year basis?
Ganesh Moorthy:
There's no easy answer to give you on what -- so capacity is a function of our internal capacity, our external capacity, specific packages, some materials which have constraints in the industry like substrates, et cetera. So in any given product package combination, the constraints can be quite large and can be well over a year in lead time. In others as we are alleviating them we may get to where it's not pushing out as much or at least stabilizing there. So -- but in the aggregate, I would say that lead times have not stabilized and that constraints continue to grow. And as our imbalance between supply and demand grows every quarter, it solves on time.
Operator:
Our next question will come from Chris Danely with Citi.
Chris Danely:
Let me ask a follow-up, just a quick one. I guess for Ganesh or maybe the stage of semiconductor, Steve saying you will take a shot at it. Did you guys quantify the impact from the China COVID shutdowns on your business? And then also, any insights as to how come you are managing to have it affect you a little bit less than some of your peers?
Ganesh Moorthy:
So we did not break out what the China COVID impact is. Clearly, there are impacts from both supply, where we have manufacturing partners and supply chains that are affected, and there are customers, who are in the regions that are shut down and unable to conduct business in what they're doing. We have comprehended the impact from both the supply and the demand side into the guidance that we have provided. And beyond that, we're not trying to break it down any further than that. As far as what other people have done and how do we think, I honestly don't know, because it's all a function of what percent of their manufacturing or customer base is in the affected area, and that is not very knowable for us. So I presume each company has the insight into their business to provide the guidance that they think is right.
Steve Sanghi:
So let me add to that. I think the amount of China exposure, both on the supply chain as well as customers is different for different companies. When it comes to supply chain, we have moved a fair amount of supply chain out of China when there were tariffs put on China back in 2019. A lot of them we left outside of China. So we had substantially lowered our exposure for the supply chain. That could be one. In terms of the impact we're having on Chinese customers in Shanghai, yes, we have finite impact on that, but we were able to take that supply and ship it elsewhere, because of the larger delinquencies. So we were largely able to mitigate the impact of customers not wanting to accept the product, because they were closed.
Operator:
Our next question will come from David O'Connor with BNP Paribas.
David O'Connor:
Good afternoon, guys. Thanks for taking my question. Maybe, Ganesh, a question on silicon carbide. You had some new product announcements on silicon carbide in the quarter, pretty much around charging stations and on the industrial side. Can you just talk about Microchip's strategy and positioning there within silicon carbide? Is that just really focused on high voltage and a very particular application? And related to that as well, the -- as silicon carbon ramps up, is that a headwind to gross margin? That's my first question. And then maybe just a follow-up on the CapEx for next year. You mentioned at the high end of the range. Could you give us any sense of what portion of that is maintenance versus capacity expansion?
Ganesh Moorthy:
Sure. So our silicon carbide technology, came to us from the Microsemi acquisition, has a heritage started in aerospace and defense and therefore, has a substantial DNA that is built around robustness and reliability for where it's at. We have since continued to build that technology out and expand its focus into industrial and automotive, with a higher interest in industrial, because it's faster time to market, but also because it has a far more gross margin characteristics that align with where Microchip's interest are at. And so that's what we have done is continue to bring out new products that have higher voltage capabilities. High voltage is an indication of robustness and its ability to operate in these harsh environments. Bring out more product categories, I think we, at this point, probably have one of the larger catalog of silicon carbide products in the market. And we are prosecuting these in a broad range of applications with obviously a high degree of industrial customers, some in automotive. And in Industrial, the one example you just cited, which is EV chargers is a key reference design for us for our total system solutions, not just for silicon carbide, but for many other parts of that solution that we bring that we're finding great success in.
Eric Bjornholt:
The second piece of your question was on CapEx, and it was maintenance versus expansion. And I would say the majority of our capital is going to be expansion. There's always some maintenance. You can look at some down years that we've seen or the industry has seen in the past, and our CapEx is relatively minimal. It might be $60 million, $70 million, $75 million, but we're also running our factories very hard now. And with that, there is a required maintenance that has to happen. So I don't have a specific percentage for you, but the largest portion of it will be expansion capital.
Operator:
Our next question will come from Nik Todorov with Longbow Research.
Nik Todorov:
Yes, thanks for squeezing me in. And congrats on great results. I wanted to go back on the question about lagging edge capacity. Steve, I think your comments are very illuminating and explaining one of the reasons why lagging edge capacity is not as much as probably historically. But I just wonder why do you think is going to remain constrained, given the fact that you and other peers are seeing substantial amount of unsupported backlog, tons of orders into visibility and for years ahead. So it seems like there's definitely demand out there. And also profitability for you and peers that are operating in that lagging edge capacity is an all-time high. So can you talk maybe 1 of the other factors why is lagging edge investments or lagging edge investments not going up?
Ganesh Moorthy:
So when you talk to the foundry companies, their opportunity cost of investing in trailing edge is high as compared to making that same investment in leading edge. And so they have finite resources, finite bandwidth, and they need to decide where to put it. And right now, what we see and what they tell us is, that is going in the way that they are investing their CapEx, which is mostly at the leading edge of where they're at. There is also not always sufficient understanding of how trailing edge is a critical part of certain markets, particularly for certain product types, where the benefits of going to leading edge are very small to sometimes it's a negative to go take it, the leading edge in terms of cost and performance, et cetera. So that understanding is among a smaller set of companies. And typically, they will be the ones that are closer to their own manufacturing and understand what it takes. And so we just don't see a broad-based capacity investment by external foundries in trailing edge capacity given both their knowledge of the market, but also their priority in a constrained environment for their people their CapEx and their bandwidth.
Operator:
We'll take a question from Craig Ellis with B. Riley Securities.
Craig Ellis:
Yes, thanks for taking the question. Congratulations on the real strong margins, team. I just wanted to follow up on that last point and a few of the capacity-related points. But my question is really around external supply. Can you just talk about some of the gives and takes very recently with external supply? And given the commentary around foundries not investing as intensively, help us understand how the company feels about the external supplies contribution to the 10% to 15% longer-term growth rate? Do you feel like that, with your partners, you've got commitments to supply that can get you to that 10% to 15%? Or what will that part of supply do, if you can't get the supply that you need?
Ganesh Moorthy:
Yes. So we have every confidence that the capacity that we need to support our growth, through a combination of internal and external actions, will be there. And we will continue to work with existing partners. In some cases, we will work with new partners. We will, in many cases, partner in new and unique ways where we need to, to ensure that the capacity is there. And we are doing quite a bit on our internal capacity, right? That's where the whole the CapEx that we have talked about is also aimed at in order to be -- to ensure that high-growth high-margin, long-term business can continue to be done internally where we can do it cost effectively.
Operator:
And we have no further questions queued at this time. So I'll turn things back over to Ganesh Moorthy for any additional or closing remarks.
Ganesh Moorthy:
Great. Well, thank you, everyone, for joining us this afternoon. We look forward to seeing many of you on the circuit over the next couple of months, as we're out of different conferences. Thank you. Bye-bye.
Operator:
And that does conclude today's conference call. Once again, thanks, everyone, for joining us. You may now disconnect.
Operator:
Good day, everyone and welcome to Microchip’s Third Quarter Fiscal 2022 Financial Results. As a reminder, today’s call is being recorded. At this time, I’d like to turn the call over to Microchip’s Chief Financial Officer, Mr. Eric Bjornholt. Please go ahead, sir.
Eric Bjornholt:
Thank you and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip’s business and results of operations. In attendance with me today are Ganesh Moorthy, Microchip’s President and CEO; Steve Sanghi, Microchip’s Executive Chair; and Sajid Daudi, Microchip’s Head of Investor Relations. I will comment on our third quarter fiscal year 2022 financial performance, Ganesh will then provide commentary on our results and discuss the current business environment as well as our guidance, and Steve will provide an update on our cash return strategy. We will then be available to respond to specific investor and analyst questions. We are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page for our website at www.microchip.com and included reconciliation information in our press release, which we believe you will find useful when comparing GAAP and non-GAAP results. We have also posted a summary of our outstanding debt and leverage metrics on our website. I will now go through some of the operating results, including net sales, gross margin and operating expenses. Other than net sales, I will be referring to these results on a non-GAAP basis, which is based on expenses prior to the effects of our acquisition activities, share-based compensation and certain other adjustments as described in our press release. Net sales in the December quarter were $1.76 billion, which was up 6.5% sequentially and up 30% compared to the December quarter of fiscal 2021. We have posted a summary of our GAAP net sales by product line and geography as well as our total end market demand on our website for your reference. On a non-GAAP basis, gross margins were a record at 66.1% and operating income was a record 44.6%. Non-GAAP net income was a record $681.7 million. Our non-GAAP cash tax rate was 6.7% in the December quarter. Non-GAAP earnings per diluted share, was at the high end of our guidance and was a record $1.20. On a GAAP basis in the December quarter, gross margins were a record at 65.6% and include the impact of $8.4 million of share-based compensation expense. Total operating expenses were $638.3 million and include acquisition intangible amortization of $215.7 million, special income of $0.3 million, $3.2 million of acquisition-related and other costs, and share-based compensation of $42.5 million. GAAP net income was $52.8 million or $0.62 per diluted share and was negatively impacted by the GAAP loss on the convertible debt exchanges we executed in the quarter, which were not included in our guidance. Our December quarter GAAP tax expense was impacted by a variety of factors, most notably, the tax expense recorded from truing up estimated taxes to actual amounts based on tax returns filed during the quarter. Our inventory balance at December 31, 2021 was $768.2 million. We had 116 days of inventory at the end of the quarter, which was up 4 days from the prior quarter’s level. Our levels of raw materials and work in progress increased in the quarter, which helps position us for increased production we are expecting from our internal factories and helps buffer us against unexpected shortages or changes in material lead times. The days of inventory on our balance sheet go up with our gross margin improvement with each 100 basis points of gross margin improvement translating into approximately 2 to 3 days of increased inventory on our balance sheet. The carrying cost of our inventory has been and will be increasing due to rising input costs from our supply chain. We are continuing to ramp capacity in our internal and external factories so we can ship as much product as possible to support customer requirements. Inventory at our distributors in the December quarter was at 19 days, which is a record low level and in line with where it was at the end of the prior quarter. During the December 2021 quarter, we achieved a milestone of becoming an investment grade rated company. This is a goal we have been pursuing since we acquired Microsemi in May of 2018 and it positions us well for our capital return strategy that we detailed for investors at our Investor and Analyst Day back in November. In the December quarter, we exchanged a total of $96.2 million of principal value of 2025, 2027 and 2037 convertible subordinated notes for cash and shares of our common stock. We used cash generation during the quarter to fund the principal amount of the convertible debt exchanges and we believe that these transactions will benefit stockholders by significantly reducing share count dilution to the extent our stock price appreciates over time. The principal amount of convertible debt on our balance sheet at December 31 was $903 million compared to $4.481 billion at the beginning of calendar 2020, putting our overall capital structure in a much better long-term position. During the December quarter, we also refinanced our revolving line of credit to be in line with our investment grade rating and decrease the size of that facility from $3.6 billion to $2.75 billion. Our cash flow from operating activities was a record $853.4 million in the December quarter. Our free cash flow was a record $762.7 million and 43.4% of net sales. As of December 31, our consolidated cash and total investment position was $315.5 million. We paid down $362.7 million of total debt in the December quarter. And over the last 14 full quarters since we closed the Microsemi acquisition and incurred over $8 billion in debt to do so, we have paid down almost $4.8 billion of the debt and continue to allocate substantially all of our excess cash beyond dividends and stock buyback to bring down this debt. We have accomplished this despite the adverse macro and market conditions during the earlier years of this period, which we feel is a testimony to the cash generation capabilities of our business as well as our ongoing operating discipline. We continue to expect our debt levels to reduce significantly over the next several years. Our adjusted EBITDA in the December quarter was a record $869.4 million and 49.5% of net sales. Our trailing 12-month adjusted EBITDA was also a record at $3 billion and 46.5% of net sales. Our net debt to adjusted EBITDA was 2.58 at December 31, 2021, down from 2.99 at September 30, 2021. Our dividend payment in the September quarter was $128.7 million and we repurchased $166 million of stock during the quarter. Capital expenditures were $90.7 million in the December quarter. Our expectation for the March 2022 quarter’s capital expenditures is between $135 million and $145 million. Our capital expenditures for fiscal 2022 are expected to be between $390 million and $400 million. As a reminder, our fiscal year 2021 capital expenditures came in lower than originally planned due to longer equipment lead times and deliveries pushing out as a result of overall industry conditions. We continue to prudently add capital equipment to maintain, grow and operate our internal manufacturing operations to support the expected long-term growth of the business. We expect these capital investments will bring gross margin improvement to our business and give us increased control over our production during periods of industry-wide constraints. Depreciation expense in the December quarter was $64.9 million. I will now turn it over to Ganesh to give his comments on the quarter, on the performance of the business as well as our guidance for the March quarter. Ganesh?
Ganesh Moorthy:
Great. Thank you, Eric and good afternoon everyone. Our December quarter results continued the strength of strong growth quarters, with revenue growing 6.5% sequentially to achieve another all-time record at $1.76 billion, breaking through the $7 billion annualized revenue milestone. On a year-over-year basis, our December quarter revenue was up 30%, registering the fifth consecutive quarter of rising year-over-year revenue growth rate. Non-GAAP gross margin was another record at 66.1%, up 80 basis points from 65.3% in the September quarter and above the midpoint of our guidance as we continue to ramp our internal factories and benefit from improved fixed cost absorption as well as product mix changes. Non-GAAP operating margin was also a record at 44.6%, up 210 basis points from 42.5% in the September quarter and well above the high-end of our guidance. The large increase in operating margin percentage was helped by the rapid growth in revenue and the additional time it is taking to hire new employees, thus delaying expected operating expenses. At 21.5% operating expenses, we are 100 basis points below the low end of our long-term model of 22.5% to 23.5% in operating expenses. Our long-term business model will continue to guide our actions to enable the long-term growth and profitability of our business. Our consolidated non-GAAP diluted EPS was a record $1.20 per share at the high end of our guidance and up 49% from the year ago quarter. Adjusted EBITDA at 49.5% of revenue and free cash flow at 43.4% of revenue were both very strong, continuing to demonstrate the robust cash generation capabilities of our business. This in turn enabled us to pay down another $362.7 million in debt. It’s brought down our net debt by $422.1 million, driving our net leverage ratio down to 2.58% in the December quarter. This reduction in net debt and net leverage ratio was achieved despite our also buying back $166 million of our shares under our $4 billion stock buyback program, which we initiated soon after we achieved investment grade rating for our debt in November. The December quarter marked our 125th consecutive quarter of non-GAAP profitability. And I would like to thank all our stakeholders who enabled us to achieve these outstanding and record results and especially thank the worldwide Microchip team whose tireless efforts are what made these results possible. Taking a look at our revenue from a product line perspective, our microcontroller revenue was sequentially up a strong 8.7% as compared to the September quarter and was an all-time record. On an annualized basis, our December quarter microcontroller revenue at $3.9 billion is closing in on $4 billion. On a year-over-year basis, our December quarter microcontroller revenue was up 33.9%. All microcontroller product lines, 8-bit, 16-bit and 32-bit had over 30% year-over-year revenue growth in the December quarter, with 32-bit microcontrollers having the highest year-over-year growth. 8-bit microcontrollers and 32-bit microcontrollers, both of which are about the same size in revenue, each also achieved record revenue milestones. Microcontrollers represented 55.3% of our revenue in the December quarter. Coming off strong sequential growth in the September quarter, our analog revenue increased 1.9% in the December quarter, setting another record in the process. On an annualized basis, our December quarter analog revenue broke through the $2 billion mark for the first time. On a year-over-year basis, our December quarter analog revenue was up 34.3%, almost the same year-over-year growth rate as our microcontroller revenue. Analog represented 28.5% of our revenue in the December quarter. While we no longer breakout our FPGA or licensing revenue, they both remain a key focus for Microchip’s long-term growth. In the December quarter, our FPGA revenue hit an all-time record by a wide margin and our licensing royalty revenue also hit an all-time record. Taking a look at our revenue from a geographic and end market perspective, Americas was up 4.6% sequentially; Europe was up 11% sequentially, which is significantly better than typical seasonal performance for the December quarter; Asia was up 5.8% sequentially; and all end markets were strong and supply constrained. Business conditions continue to be exceptionally strong through the quarter. Our preferred supply program, or PSP backlog, continues to grow and is well over 50% of our aggregate backlog and 100% of our backlog in the most constrained capacity product areas. Demand far outpaced the capacity improvements and increased shipments we achieved in the quarter. As a result, our unsupported backlog, which represents backlog customers, wanted shipped to them in the December quarter, but which we could not deliver in the December quarter, continued to climb significantly as compared to the unsupported backlog exiting the September quarter. To illustrate the magnitude of the demand supply imbalance, despite our December quarter revenue, having grown 30% as compared to the year ago quarter, we exited the December quarter with the highest unsupported backlog ever. We continue to experience constraints in all our internal and external factories and their related manufacturing supply chains. We are also experiencing some adverse impact from the rapid rise in the Omicron variant cases of the COVID-19 virus. We continue to ramp our internal factories as fast as possible and we are working closely with our supply chain partners who provide wafer foundry, assembly, test and materials to secure additional capacity wherever possible. Looking at the magnitude of the demand supply imbalance, the size of our non-cancelable backlog and the rate at which we are able to bring on new capacity, we continue to expect that we will remain supply constrained throughout 2022 and possibly beyond that. We believe our backlog position, especially the proportion of PSP backlog, is giving us a solid foundation to prudently acquire constrained raw materials, invest in expanding factory capacity and hire employees to support our factory ramps. Our planned capital spending continues to rise in response to growth opportunities in our business as well as to fill gaps in the level of capacity investments being made by our outsourced manufacturing partners in technologies they consider to be trailing edge, but which we believe will be workhorse technologies for us for many years to come. In the December quarter, we have signed a definitive agreement to purchase an assembly test factory shell in the Philippines near where we already operate our manufacturing facilities. As we facilitize and build out this shell with equipment, we will be able to grow our internal back-end capacity for many years to come. We believe our increase in capital spending will enable us to capitalize on growth opportunities, improve our gross margins, increase our market share and give us more control over our destiny, especially for trailing edge technologies. We will of course continue to utilize the capacity available from our outsourced partners. But our goal is to be less constrained by their investment priorities in areas where they don’t align with our business needs. Now, let’s get into the guidance for the March quarter. Our backlog for the March quarter is very strong and we have more capacity improvements coming into effect. However, our supply in the March quarter is expected to be adversely impacted by the COVID-19 Omicron variant, which has increased the level of factory workforce absentees. We also have challenges in staffing, several of our factories at the rate we would like to. Taking all these factors we have discussed on the call today into consideration, we expect our net sales for the March quarter to be up between 2% and 5% sequentially. Our guidance range assumes some capacity additions as well as continued capacity constraints, some of which we expect to work during the quarter and others that we will carryover to future quarters. At the midpoint of our revenue guidance, our year-over-year growth for the March quarter would be a strong 24%. For the March quarter, we expect our non-GAAP gross margin to be between 66.2% and 66.6% of sales. We expect non-GAAP operating expenses to be between 21.8% and 22.2%. And we expect non-GAAP operating profit to be between 44% and 48% of sales. We expect our non-GAAP diluted earnings per share to be between $1.22 per share and $1.28 per share. Given all the complications of accounting for our acquisitions, including amortization of intangibles, restructuring charges and inventory write-up on acquisitions, Microchip will continue to provide guidance and track its results on a non-GAAP basis except for net sales, which will be on a GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters and we request that analysts continue to report their non-GAAP estimates to first call. Finally, at our Investor Day on November 8 last year, we unveiled our Microchip 3.0 strategy, which builds on our Microchip 2.0 strategy that we successfully executed over the last decade, employing serial acquisitions to give us a solid foundation to build scale and breadth of solutions, while significantly improving our gross and operating margin model. To summarize, the essential elements of Microchip 3.0 we announced were an organic growth target of 2x the industry growth by focusing on total system solutions and the six key market megatrends. Long-term non-GAAP operating margin target of 44% to 46% and free cash flow target of 38%, increased capital return to shareholders to 50% of free cash flow and further increase this every quarter to return 100% of free cash flow to shareholders as net leverage drops to 1.5x. Increased our CapEx investment to 3% to 6% of revenue and invest in 130 to 150 days of inventory over the business cycles. And finally, to maintain a strong company foundation built on culture and sustainability. As you can see from our December quarter results and the March quarter guidance, we are laser-focused on executing our Microchip 3.0 strategy. Let me now pass the baton to Steve to talk more about our capital return to shareholders. Steve?
Steve Sanghi:
Thank you, Ganesh, and good afternoon, everyone. Today, I would like to reflect on our financial results announced today and provide you further updates on our capital return strategy. Reflecting on our financial results, I continue to be very proud of all employees of Microchip that have delivered another exceptional quarter in making new records in many respects, namely record net sales, record non-GAAP gross margin percentage, record non-GAAP operating margin percentage, record non-GAAP EPS and record cash flow from operations and record adjusted EBITDA. The Board of Directors announced an increase in the dividend of 9.1% from last quarter to $0.253 per share. This is an increase of 29.7% from a year ago quarter. Last quarter, we received an investment-grade rating from both Moody’s and Fitch. After receiving such rating, we initiated our enhanced capital return strategy that we described at our Investor and Analyst Day on November 8, 2021. During the last quarter, we purchased $166 million of our stock in the open market. We also paid out $129 million in dividends. Thus, the total cash return totaled $295 million. This was 50.1% of our free cash flow projection at the start of the quarter of $589 million, consistent with us targeting 50% of free cash flow as a return to our investors. However, our cash collections in the final month of the quarter were exceptional due to a very strong and linear shipping quarter and record non-GAAP gross and operating margins and record adjusted EBITDA being well above our forecast. Our actual free cash flow last quarter was $763 million, which was $174 million higher than our projection. Towards the end of the quarter, the stock buyback window had already closed. So we use the extra free cash flow towards further paying down the debt. This extra pay-down of debt as well as record adjusted EBITDA drove down our December net leverage to 2.58 from 2.99 at the end of September. Our strategy for cash return to the shareholders was to execute it based on forecast and then true up in the following quarter. Because of the unpredictability of the free cash flow, we are simplifying the process. Going forward, we will use the actual free cash flow for the prior quarter and return our target percentage of that free cash flow to shareholders in the current quarter. So based on this revised process, we will use our last quarter’s actual free cash flow of $763 million. This quarter, we plan to return 52.5% of this $763 million, which is $400 million to the shareholders. Out of this $400 million, the dividend is expected to be approximately $141 million and the stock buyback is expected to be approximately $259 million. I’d also like to note that on January 13, 2022, Moody’s further raised Microchip’s unsecured debt credit rating from prior BAA3+ to the current BAA2+. As you know, Moody’s BAA2 rating is equivalent to BBB on the rating scale of S&P and Fitch. With that, operator, will you please poll for questions.
Operator:
Thank you. We will take our first question from John Pitzer with Credit Suisse.
John Pitzer:
Yes. Good afternoon, guys. Thanks for let me ask question. Just relative to the supply issues that you’re seeing in the March quarter, any way to quantify that? And as you think about the balance of the year, do you have enough visibility of backlog and scheduled supply growth to make the argument that you should be able to grow sequentially every quarter in the calendar year ‘22?
Ganesh Moorthy:
So the supply issues in the March quarter are comprehended in our guidance. And so there is nothing more to say other than we are working through it. There are just natural issues that come with COVID and some of the disruptions that happened with it. Our backlog position, as I mentioned, is extremely strong. We have much of 2022 backlog already on the books. And really, it’s bringing supply on that we expect will continue to drive the growth. There is no shortage of demand that we’re working on. And every quarter, we continue to leave more of the backlog that is unsupported has happened five quarters in a row. So if you look at the size of the imbalance, the size of the non-cancelable backlog, the rate at which we’re bringing on new capacity, we expect we’re going to be constrained throughout 2022.
John Pitzer:
Thank you.
Operator:
Thank you. We will take our next question from Pradeep Ramani with UBS.
Pradeep Ramani:
Hi, thanks for taking my question. I just wanted to sort of follow-up on the prior question. In the past, you talked about visibility being solid for four quarters of sequential growth. How do we interpret your comments that you just made in terms of whether you have that visibility now, both in terms of demand and supply?
Ganesh Moorthy:
We have visibility in terms of demand that exceeds four quarters. We have supply coming on every single quarter. We’re trying to guide you a quarter at a time. But at this point, there is no demand signal that has any concern for us. The PSP backlog makes it all non-cancelable. It’s a very high percentage of our backlog. Some of the PSP backlog is going well beyond 12 months at this point in time. So it’s really a supply-driven equation for at least all of 2022 and likely into 2023.
Pradeep Ramani:
Thank you.
Operator:
Thank you. We will take our next question from Gary Mobley with Wells Fargo Securities. Gary, we are unable to hear you. Please check your mute function.
Gary Mobley:
Thanks for taking my question, guys. As your unsupported backlog continues to grow each and every quarter, I’m presuming that you’re having to make tough decisions with respect to supporting perhaps or not supporting some lower-margin products in the strategy for maximizing the mix and whatnot. Longer term, does that deferred product shipment going to backlog? Is it temporarily or permanently lost? What sort of – what are the sort of the long-term considerations in terms of mix contribution from the supply constrained environment that we’re in?
Ganesh Moorthy:
Well, a constrained environment clearly gives us an opportunity to richen the mix and use the capacity we have. But you can’t just be short-term oriented in that. You have to look at who the customers are, what markets they are in, what the long-term prospects are that go with them. As demand goes unfulfilled in any quarter, it remains, for the most part, non-cancelable backlog. Anything in 90 days with or without PSP is already non-cancelable. And what we do is we just squeeze out some into the following quarters, some into the quarter after that. Capacity is coming on, and we’re able to respond to some of it with that. And they could be on the fringes, some of the demand that eventually does not materialize. But the vast majority of the backlog stays as non-cancelable backlog but serviced at a later point in time.
Eric Bjornholt:
And the biggest decision maker now in terms of what we’re shipping is based on the PSP backlog that we’ve had in place and how long it’s been in place.
Steve Sanghi:
Yes. I think your question was more like are we not shipping a low-margin backlog, and when we eventually ship is that a negative to gross margin. I think operations don’t know what the gross margin is. They look at units and backlog in dollars and they ship and allocate. So there is a much lower level of emphasis to not ship the low-margin backlog. It’s much more to do with who the customer is, what the market segment is, who the strategic accounts are we’re shipping the PSP backlog and constraining the non-PSP backlog. So I think your concern is really not well placed there.
Gary Mobley:
Alright. Thank you, Steve.
Operator:
Thank you. We will hear next from Toshiya Hari with Goldman Sachs.
Toshiya Hari:
Hi, thank you so much for taking my question. I wanted to get your thoughts on industry supply/demand. Clearly, as of today and as you guys say, for the rest of the year, things most likely stay very tight. At the same time, you’re seeing pretty significant increases in CapEx from most players, including yourselves, your peers with capacity coming online late ‘22 and definitely into ‘23. Is it way too early to be concerned about supply/demand going into ‘23? Or how do you think about that internally? And what would you need to see for you to kind of pump the brakes on CapEx decisions? Thank you.
Ganesh Moorthy:
After five quarters and now into the sixth quarter, there is really no line of sight to having demand/supply coming back into some form of equilibrium. So we continue to – the gap between demand and supply, despite adding supply continues to grow. We know that’s not a permanent factor, but it is at this point in time. Demand continues to be strong. Every customer I speak to, every CEO that expresses their needs continues to see strength in their business. It’s, in fact, many, many of them wanting to go into something more of non-cancelable nature into ‘23, in many cases, into ‘24 as they see their business. So there are many, many factors driving semiconductor growth beyond the short-term supply/demand. There are secular factors that we’ve talked about with the megatrends, with how digitization is taking place. At some point, it will have a supply/demand balance that does occur. We don’t see it in ‘22. We don’t see it in our numbers that we see for ‘23 at this point.
Toshiya Hari:
Thank you.
Ganesh Moorthy:
You are welcome.
Operator:
Thank you. We will take our next question from Vivek Arya with Bank of America Securities.
Vivek Arya:
Thanks for taking my question. So Ganesh, I wanted to ask the supply-demand question in a different way. Can you increase supply every quarter for the next three or four quarters, obviously, barring any macro issues? Because if you can increase supply and demand, it’s not an issue, then growing sales every quarter should be doable, right or what part of that equation, right, am I missing?
Ganesh Moorthy:
We are absolutely increasing capacity every single quarter. You’re not missing any part of that equation.
Vivek Arya:
Got it. So that’s what I wanted to confirm because I thought there was some confusion that – are you still sticking with the potential for improving revenue every quarter, all else being equal?
Ganesh Moorthy:
We’re driving in that direction. We’ve got plenty of demand. The demand side is not the issue, capacity is. We are building capacity that will continue to grow throughout 2022 and into 2023. We’re trying to provide you more general direction of where are we going without trying to make this every quarter what are we trying to do. Clearly, the guidance we’re providing specifically is for this quarter. But the demand-supply equation, driven by the demand we have, the supply we are bringing on, continues to have many quarters of legs.
Vivek Arya:
Got it. Thank you, Ganesh.
Operator:
Thank you. We will take our next question from Harlan Sur with JPMorgan.
Harlan Sur:
Good afternoon and congratulations on the solid results and execution. Over the past earnings season, all three of the large U.S. based semi equipment suppliers have been coming up a bit short on shipments to their customers because they are being constrained by component availability, logistics and labor issues, and well, and they all expect to slightly under shift their customers’ manufacturing requirements, at least through the first half of this year. So I’m wondering if this is maybe slowing your ability to improve your internal front-end wafer capacity or even capacity plans by your outsourced wafer fab partners maybe just a little bit versus what you expected, maybe 60, 90 days ago?
Ganesh Moorthy:
So it is true that equipment in general, and we’ve been saying this on prior calls as well, lead times have been stretching. Some part of that is just the equipment manufacturers’ imbalance between supply and demand. Some of it is semiconductor shortages that feed into the equipment that is built for semiconductor manufacturers. So yes, our lead times for receiving equipment have continued to stretch.
Harlan Sur:
Thanks, Ganesh.
Ganesh Moorthy:
You are welcome.
Operator:
Thank you. We will take our next question from Harsh Kumar with Piper Sandler.
Harsh Kumar:
Hi, guys. A lot of people have asked about supply. I wanted to ask a question about demand. So this is the fifth or the sixth quarter, Steve and Ganesh, have exceptional demand. I understand at the beginning of the over time frame, there was some particular mismatch. But can you help us understand what is fundamentally going on with the end markets that this demand continues to strengthen? And now you are looking at a year’s worth of – years plus worth of non-cancelable orders, so help us with that, if you don’t mind?
Ganesh Moorthy:
So demand in all geographies, in all end markets, continues to be strong. And I think they are driven by different requirements and at different times, right? If you take automotive, some of it was shortages. And then as they have tried to solve some of the shortages as content and there is a richening mix of the cars that is driving consumption of semiconductors. You take office automation. There was the return to – the work from home at first and now there is some amount of returning to the office and what needs to be done. So segment by segment by segment when you go into that, what we find is that the demand drivers, some of those or the mega trends we have talked about, some of that is still catch-up demand that people are trying to put in place. Demand continues to be extremely strong as reflected in the bookings we see, the backlog we have the period of time over which people are willing to place backlog and the percentage that they are willing to have is non-cancelable.
Harsh Kumar:
Appreciate it, guys. Thanks.
Operator:
Thank you. We will hear next from Tore Svanberg with Stifel.
Tore Svanberg:
Yes. Thank you and congratulations on the results. One of your competitors just had a call this morning, and they are talking about some pretty big CapEx numbers, basically regardless of the economic climate. I’m just wondering, philosophically, as you think about your capacity additions over the next few years, it does sound like the plans are a bit more measured. And then also the other CapEx number for fiscal ‘23. Thank you.
Ganesh Moorthy:
So we don’t have a CapEx for fiscal ‘23, if that was your question. We will share some of that when we have a May call itself. CapEx decisions are long-term decisions. They are not driven by just what does the next calendar year look like. It’s decisions about capacity that we want to be able to serve a 5, 10-year window of time as we look at it. And so perhaps, we have been more measured, and we do want to be thoughtful in what capacity and what capital are we bringing online, but we have also been aggressive over the last year. As you have seen in the level of capital expenses that we have put in, in the raising of the CapEx targets that we have had into capacity that we believe is long-term good capacity for Microchip to have both to be able to serve customers, but also to be able to replenish some of the inventory we think we need to as some level of normalization in demand and supply come about.
Tore Svanberg:
Thank you.
Eric Bjornholt:
As Ganesh said, we’re not going to give you a fiscal ‘23 capital plan today. We will put that together as part of our annual operating plan process we go through this quarter. But I think investors should expect that given the environment that we are seeing, our intention to increase the percentage of manufacturing that we do internally, that CapEx will continue to be kind of on the high end of our guidance that we have given on a long-term basis next year, and we will give you a more firm number next quarter.
Tore Svanberg:
Okay. Thank you.
Operator:
Thank you. We will hear next from William Stein with Truist Securities.
William Stein:
Great. Thanks for taking my question. I will add my congratulations to the very strong execution. There is a comment in the press release that I don’t know if you have touched on during this discussion, I don’t quite understand. I certainly understand we are capacity constrained. Microchip is, the whole industry is, demand is very strong. Revenue is going up next quarter. I think the press release noted that inventory days you expect to increase next quarter. Is that for – are you building demand for product that has building inventory for product that has demand in future quarters, that’s just happened to not be required to be delivered during Q1, or is it WIP versus finished goods? Can you help me understand that? Thank you.
Eric Bjornholt:
Yes. I mean we are ramping our factories. We are seeing input costs increase to the supply chain and all those things are impacting our costs. And we demonstrated in our Analyst and Investor Day that we want to increase the days of inventory in the balance sheet to be able to better support customers. So raw materials, work in process is absolutely going up. Input costs continue to rise. And we are positioning ourselves to be able to continue to grow the business, as Ganesh has described before.
Ganesh Moorthy:
If we can build it, we are shipping it. So, we are not trying to build inventory and hold shipments back. Clearly, there is more WIP, work in progress. There is more materials that we are going to need. We are in a growing environment. So, what we have to have internally is to be able to feed forward-looking demand, not just backward-looking demand.
Eric Bjornholt:
Right. And also, as I mentioned in kind of my prepared remarks is as gross margin improves, that essentially increases the days of inventory on the balance sheet. It’s just the way the math works there.
William Stein:
Yes. I understand. Great. Thanks guys.
Operator:
Thank you. We will take our next question from Chris Danely with Citi.
Chris Danely:
Hi. Thanks guys. So, sequential revenue growth is slowing down a little bit easy that there is some Omicron issues and other hiring issues. Assuming that gets fixed in the March quarter, does that mean that revenue growth should accelerate in the June quarter? And will you be able to start to catch up and maybe try and reduce this unsupported backlog, if that happens?
Ganesh Moorthy:
So Chris, the limitation is not on the demand side. It’s on the supply side. We are working on heck to address the supply constraints. COVID was an extra factor that we had not built into our plans. Obviously, no one knew about it until the December timeframe. We will hopefully clear through some of that going through this quarter. But there are also challenges on. Earlier on, we talked about getting equipment in on time has been a challenge. Hiring people has been a challenge. So, we are running like heck. We expect that the June quarter will have more favorable capabilities barring any unknowns in terms of where we might go.
Chris Danely:
Okay. Thanks Ganesh.
Ganesh Moorthy:
You’re welcome.
Operator:
Thank you. We will hear next from Chris Caso with Raymond James.
Chris Caso:
Yes. Thank you. My question is on pricing. And I know as input costs were rising last year, you were quick to pass along those price increases. I guess well, just three sub questions to that. One, do you believe that the price – the input price increases have – are behind us now, or is there potential for those to go higher as the year goes on? Are those price increases now fully baked into the quarterly results now that you are guiding for the March quarter? And then at what point do we start to kind of anniversary these price increases? And I am guessing you are not going to want to give us the magnitude of how much pricing has gone up. But at kind of what point does is that no longer a factor in year-on-year comps?
Ganesh Moorthy:
So, let me try and parse your three questions and see how best to answer it. So firstly, input prices for us, our costs continue to go up. They are happening from different suppliers at different points in time with different magnitude. So, what you see reflected in our COGS, our days of inventory and all that is in fact, an aggregation of what is taking place every quarter. But our costs are going up and will continue to go up as we go through the year as that our structured cost increases built into 2022. For pricing, we have done them at specific points to try and not have a price increase every time there is a cost increase on us. That will also continue at some – as we collect cost increases that we have incurred and pass them on as price increases to a customer. Our intention is to be able to make sure that we are able to cover the increase that we have taken on. It’s hard to know in the current environment when does adjustment mechanisms that we have stopped. It’s an inflationary environment. We know that our suppliers are facing that inflation. They are passing on that inflation to us. There are large capital costs that they have incurred, the large capital costs we are incurring that are building into the cost structure. The labor costs have gone up quite significantly. The material costs have gone up quite significantly. And that hasn’t stemmed as of yet. And I don’t know if a year from now, we might be in better times from an inflationary standpoint. But as long as that inflation is there and cost increases are passed on to us, we will pass them on as price increases.
Chris Caso:
Great. That’s all. Thank you.
Ganesh Moorthy:
Alright. Thanks Chris.
Operator:
We will hear next from Joe Moore with Morgan Stanley.
Joe Moore:
Great. Thank you. I wonder if you could talk about your customer level of inventory. I know we are dealing with the shortage situations, but it seems like in the past, we get into incomplete kitting where maybe you have inventory of other people’s components waiting for yours. Do you have any sense for that? And are you the bottleneck component in enough of these cases that you feel pretty confident that the inventory is as lean as it looks?
Ganesh Moorthy:
So, we get inventory visibility through our channel, because they report that on a regular basis to us. To our OEM customers, we really don’t get – they don’t report to us. We might be able to look through their balance sheets as they report them and see what happen. But it’s really not specific to us. The intensity of customer escalations has not really backed off. Every single day, I am involved in half a dozen or more personally, which means that the rest of the company has an order or two magnitudes higher than that that are involved. And those are all the places where something that Microchip provides them is holding up that customer’s ability to complete what they are doing. Now we are, of course, aware of this, what has been termed the Golden Screw syndrome, where customers may be building inventory on product, they can get shipments off while they await shipments of the product that they need to complete the bill of materials. It’s reasonable to assume there is some part of that, that would apply to us as well. But given our 90-day non-cancelable terms for standard backlog at a minimum of 12 months of non-cancelable for PSP backlog, we believe there are significant disincentives for our customers to order meaningfully more than what they need.
Joe Moore:
Great. Thank you very much.
Ganesh Moorthy:
You’re welcome.
Operator:
Thank you. We will take our next question from Ambrish Srivastava with BMO.
Ambrish Srivastava:
Hi. Thank you. Ganesh, I had a question on OpEx. You mentioned that you are below the long-term target range of 22.5% to 23.5%. Should we expect OpEx then to catch up to the lower end, at least to the lower end of that range as we go through the next few quarters?
Ganesh Moorthy:
It will go slowly. You can see we tapped it up in this quarter. Eric, maybe you want to talk a little bit more about kind of how the rate at which we would do that?
Eric Bjornholt:
Yes. I think it’s very much dependent on our hiring success, right. I mean we are challenged in getting the labor that we need throughout the company. It’s just the market right now, and we are working hard with our HR teams to make that happen. So, I think it’s going to be a gradual increase, but the way we want you modeling long-term is within our long-term model, which is 22.5% to 23.5%, and we are below that this quarter.
Ganesh Moorthy:
And there is wage inflation as well, which is higher than historical and we expect that will continue for some time.
Ambrish Srivastava:
Thank you.
Operator:
Thank you. We will hear our next question from Christopher Rolland with SIG.
Christopher Rolland:
Hey guys. Thanks for the question. And one for Ganesh or Steve. So, we are coming off of the TI update, and they are going to have somewhere between five to eight 300-millimeter fabs, which is pretty unbelievable. But do you guys were – and they are not the only adding 300-millimeter fabs. So, do you guys worry about a flood of kind of super efficient analog and embedded product hitting the market eventually here, I guess, first of all. And secondly, does this change your thinking about getting your own 300-millimeter fab to compete? Thanks.
Ganesh Moorthy:
If you look over time, I mean capacity has come on at different points in the industry. At this point in time, we are not feeling a particular concern about 12-inch capacity and what it might do to our analog business. We do build some analog products through our foundry partners at our own 12-inch. A 12-inch fab at some point might be in Microchip’s future. It isn’t one that we are looking at today. And we will just have to evaluate where the situation is and what makes sense. But today, we are focused on the technologies that we build in-house, the work that we are doing to ensure that, that trailing-edge technology, which is really a limitation, not just in our growth, but actually part of the industry’s growth. There is not enough investment going in to those product lines that limit large end equipment. And we want to make sure that we have our capacity well lined up to participate in that growth and help our customers as well. Do you want to add anything else Steve?
Steve Sanghi:
I would just add that based on what we know, the number of fabs being added by the company that you named, there is going to be a period of substantial underutilization and substantial underperformance and a significant headwind to the gross margin delivered by all that cost that they have to absorb. So, I think you are talking about very low cost capacity. I think I look at it just the opposite. I think there is going to be a significant cost problem for them. And not having all that 12-inch capacity, we are making enormous gross margins. Our operating margins are higher than our long-term target almost already, right?
Eric Bjornholt:
It’s getting close to it.
Steve Sanghi:
Yes, getting close to it. And we continue to make further improvements with bringing test inside. The technology we licensed last quarter, which we will be producing inside. So, we got plenty of buttons on ourselves to push, and I am really not concerned about somebody else’s capacity coming in. I recently learned of a report that there is $150 billion of investment that would be required to bring the trailing edge capacity online for the next 5 years. The capacity is that much short on the trailing edge. Why, because no foundry is putting additional trailing edge capacity. They are only putting leading edge. So trailing, it has to be done by whoever. And given that, there is not $150 billion of capital being put into trailing edge technology in the coming 5 years. So, I think I see this capacity to be short as far as we always can see right now.
Christopher Rolland:
Thanks Steve.
Operator:
Thank you. We will take our next question from Nik Todorov with Longbow Research.
Nik Todorov:
Yes. Thanks for giving the opportunity to ask the question. I have a little bit more philosophical question. How would you characterize the level of trust in the supply chain between suppliers, customers, the channel? Do you think there has been damage sustained? And given all the disruptions and what kind of impact is that potentially having?
Ganesh Moorthy:
Trust is built over many, many years. It isn’t something that you either gain or lose in the course of a short period of time, which is what I would refer to the last 6 months, 12 months as. And trust is a function of communication, managing expectations, treating each other with respect. And all of those are consistent with how we work with our customers and we work with our suppliers and what we do. So no, I don’t think trust has been a thing. I think there is clearly stress points. People are looking to grow more. We are looking to grow more. We want more. Our customers are looking to grow more, they want more. But there is a realistic sense that we are doing the best that we can within the constraints that we have, just as our suppliers are working as best as they can within the constraints that they have. And we both share some responsibility in how we manage the path going forward. But so I don’t see any trust issues on either the customers side or the suppliers side that’s an issue.
Steve Sanghi:
Well, it’s also a relative equation. If we were not shipping everything a customer needs, but they were getting all the products from our competitors whenever they are designed with our competitors, then it would be a problem, a bigger problem for us and losing trust because we are letting them down more than anybody else. But that’s not the case. It’s actually just the obvious opposite. Customer-after-customer, we are being told that despite the constraints, we have enabled their success in the last year, 2 years, more than the others have. Our constraints are – there are many competitors who won’t even take an escalation call. They would say, don’t bother us. There is nothing we can do. That’s all we can give you. And at Microchip, we are on numerous calls all day, every day of the week, and taking customers call, explaining them the situation, improving where we can, but giving shoulders – giving a shoulder to cry on for the customers. And that empathy is helpful. So, I think in general, we are building trust relative to our competitors in destroying trust.
Nik Todorov:
Thanks guys.
Operator:
Thank you. We will take our final question from Harsh Kumar with Piper Sandler.
Harsh Kumar:
Yes. Hey guys. A tactical one here. Ganesh, I believe when you gave the commentary you may not have provided any color on how you expect these segments to perform in the March quarter. I was curious if you would take a second to just kind of give us whatever what’s the vision you can and how you expect the microcontroller analog business to perform in March?
Ganesh Moorthy:
So, we don’t break out our product line for each quarter in terms of the guidance. They all work together on it. Right now, all of them are supply limited. All end markets are supply limited. It’s really how effectively we can bring capacity on, fight through some of the COVID issues and all of that. And the demand is there in all product lines, all end markets for what we need to do. And for the – for at least many more quarters, that’s really what determines what the strength is as seen in the product line or in an end market.
Eric Bjornholt:
I think it’s probably helpful to look at that had a few quarters last calendar year where microcontroller analog outperformed each other. But overall, for the year, Ganesh gave year-over-year numbers. They really performed right in line with each other as the growth.
Ganesh Moorthy:
It’s exactly the same.
Harsh Kumar:
Got it. Okay. Fair enough. Thanks guys. I appreciate it. Congrats.
Ganesh Moorthy:
Thank you.
Operator:
Thank you. And that does conclude today’s question-and-answer session. I would like to turn the conference back over to Mr. Moorthy for any additional or closing remarks.
Ganesh Moorthy:
Well, thank you, everybody, for attending. We do have meetings and conferences and all that coming up in the next several weeks, and we look forward to speaking to you at soon. So, thank you. Good afternoon.
Operator:
Thank you. And that does conclude today’s conference. We do thank you all for your participation. You may now disconnect.
Operator:
Good day, everyone, and welcome to Microchip Second Quarter Fiscal 2022 Financial Results. As a reminder, today's call is being recorded. At this time, I'd like to turn the call over to Microchip's Chief Financial Officer, Mr. Eric Bjornholt. Please go ahead.
Eric Bjornholt:
Alright. Thank you, and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the Company. We wish to caution you that such statements are predictions and that actual event or results may differ materially. We refer you to our press release of today, as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. And in attendance with me today are Ganesh Moorthy, Microchip's President and CEO, Steve Sanghi, Microchip's Executive Chair, and Sajid Douty, Microchip's Head of Investor Relations who just joined us over the course of the last month. I will comment on our second quarter fiscal year 2022, financial performance, Ganesh will then provide commentary on our results, discuss the current business environment, as well as our guidance, and Steve will provide an update on our cash return strategy. We will then be available to respond to specific investor and analyst questions. We are including information in our press release and in this conference call on various GAAP and non-GAAP measures, we have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com and included reconciliation information in our press release, which we believe you will find useful when comparing our GAAP and non-GAAP results. We have also posted a summary of our outstanding debt and our leverage metrics on our website. I will now go through some of our operating results, including net sales, gross margin, and operating expenses. Other than net sales, I will be referring to these results on a non-GAAP basis, which is based on expenses prior to the effects of our acquisition activities, share-based compensation, and certain other adjustments as described in our press release. Net sales in the September quarter were $1.65 billion, which was up 5.1% sequentially, and up 26% compared to the September quarter of 2020. We have posted a summary of our GAAP net sales by product line and geography, as well as our total end-market demand on our website for your reference. On a non-GAAP basis, gross margins were a record at 65.3% and operating income was a record 42.5%. Non-GAAP net income was a record $605.6 million, our non-GAAP cash tax rate in the quarter was 6%, and Non-GAAP earnings per diluted share on a split adjusted basis exceeded the midpoint of our guidance, and were a record $1.07. This reflects our recent 2-for-1 stock split that was effective for stockholders of record on October 4th, 2021. On a GAAP basis in the September quarter, gross margins were a record at 64.8% and include the impact of $9.1 million of share-based compensation expense. Total operating expenses were 652 million and include acquisition and tangible amortization of $215.7 million, special charges of $10.2, $2.8 million of acquisition-related and other costs and share-based compensation of $46.6 million. GAAP net income was $242 million or $0.43 per diluted share. And was negatively impacted by the GAAP loss on the convertible debt exchanges that we executed in the quarter, which were not included in our guidance. Our September quarter GAAP tax expense was impacted by a variety of factors, most notably the tax benefit recorded on the convertible debt exchange transactions that I just mentioned. Our inventory balance at September 30, 2021 was $713.6 million. We had 112 days of inventory at the end of the quarter, which was up one day from the prior quarter's level. Our levels of raw materials and work in progress increased in the quarter, which helps position us for the increased production we're expecting from our internal factories. We're ramping capacity in our internal and external factories so we can ship as much as possible to support customer requirements. Inventory at our distributors in the September quarter was at 19 days, which is a record low level and down from 20 days as of the end of the prior quarter. In the September quarter, we exchanged a total of $263.6 million of our 2025, 2027 and 2037, convertible subordinated notes for cash and shares of our common stock. We used cash generation during the quarter to fund the principal amount of the convertible debt exchanges. And we believe that these transactions will benefit stockholders by significantly reducing share count dilution to the extent our stock price appreciates over time. The principal amount of convertible debt on the Balance Sheet at September 30th was $999.2 million compared to $4.481 billion at the beginning of calendar year 2020, putting our overall capital structure and a much better long-term position. Our cash flow from operating activities was $611.7 million in the September quarter. Our free cash flow was $533.2 million and 32.3% of net sales. As of September 30th, our consolidated cash and total investment position was $255.3 million. We paid down $415.6 million of total debt in the September quarter, and over the last 13 full quarters since we closed the Microsemi acquisition and incurred over $8 billion in debt to do so, we have paid down over 4.4 billion of debt and continue to allocate substantially all of our excess cash beyond dividends to aggressively bring down this debt. We have accomplished this despite the adverse macro and market conditions during much of this period, which we feel is a testimony to the cash-generation capabilities of our business, as well as our ongoing operating discipline. We continue to expect our debt levels to reduce significantly over the next several years. Our adjusted EBITDA in the September quarter was a record at $762.5 million or 46.2% of net sales. Our trailing 12-month adjusted EBITDA was also a record at $2.7 billion and 45% of net sales. Our net debt-to-adjusted EBITDA, excluding our very long - dated convertible debt that matures in 2037 and is more equity-like in nature, was 2.99 at September 30th, 2021, down from 3.34 at June 30th, 2021. Our dividend payment in the September quarter was a $121.2 million Capital expenditures were $78.5 million in the September quarter. Our expectation for the December 2021 quarter's capital expenditures is between $70 million and $90 million. Our capital expenditures for FY2022 are now expected to be between $350 million and $400 million. As a reminder, our fiscal year 2021 capital expenditures came in lower than originally planned due to longer equipment lead times and deliveries pushing as a result of overall industry conditions. We continue to add capital equipment to maintain, grow, and operate our internal manufacturing operations to support the expected growth of our business. We expect these capital investments will bring gross margin improvement to our business and give us increased control over our production during periods of industry-wide constraints. Depreciation expense in the September quarter was $43.7 million. And right now I will now turn it over to Ganesh to give his comments on the performance in the business in the September quarter, as well as our guidance for the December quarter. Ganesh.
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. Our September quarter results continued to be strong, with the revenue growing 5.1% sequentially, to achieve another all-time record at $1.65 billion. September quarter revenue would've been even stronger, but for constraints due to some of our capacity improvements coming in later than we wanted. On a year-over-year basis, our September quarter revenue was up 26%. Non-GAAP gross margin was another record of 65.3%, up 50 basis points from 64.8% in the June quarter, and above the high-end of our guidance as we continue to ramp our internal factories and benefit from improved fixed cost absorption, as well as product mix changes. Non-GAAP operating margin was also a record at 42.5%, up 80 basis points from 41.7% in the June quarter and above the high-end of our guidance. Our consolidated non-GAAP EPS was a split - adjusted record $1.07 per share and was up 37.6% from the year-ago quarter. Adjusted EBITDA at 46.2% of revenue and free cash flow at 32.3% of revenue were both very strong, continuing to demonstrate the robust profitability and cash generation capabilities of our business. This in turn, enabled us to pay down another $415.6 million in debt, and bring our net leverage ratio down to 2.99 in the September quarter. With the progress we've already made and progress we expect to continue making in bringing down our debt and leverage ratio, we believe we are well-positioned to achieve an investment grade rating in the coming months. The September quarter marked a 124th consecutive quarter of non-GAAP profitability. I would like to thank all our stakeholders who enabled us to achieve these outstanding and record results in the September quarter, and especially thank the worldwide Microchip team, whose tireless efforts not only delivered our strong financial results, but also supported our customers to navigate a difficult supply environment, and who work constructively with our supply chain partners to find creative solutions in an extremely constrained and challenging environment. Taking a look at our revenue from a product line perspective, our microcontroller revenue was sequentially down 0.9%, as compared to the June quarter. In part, due to the very strong shipments in the June quarter, when this business was sequentially up 10.7%, and in part due to supply constraints in the September quarter. On a year-over-year basis, our September quarter microcontroller revenue was up 27.1% and microcontroller represented 54.2% of our revenue in the September quarter. Our Analog revenue was sequentially up a strong 13.6% as compared to the June quarter, setting another record in the process. On a year-over-year basis, our September quarter analog revenue was up 35.8%. Analog represented 29.8% of our revenue in the September quarter. During the quarter, we completed our acquisition of our Iconic RF, a Belfast, Northern Ireland based small early-stage private Company. Iconic RF makes innovative high-performance gallium nitride and gallium arsenide monolithic microwave integrated circuits focus on the aerospace and defense market. And we believe will further strengthen our position in this market. Revenue contribution from Iconic RF is not material. The purchase price was in the mid-single-digit million ranges with possible future performance-based earn-outs. This acquisition is akin to acquiring intellectual property along with domain experts to help us accelerate our business agenda in specific laser-focused areas. Taking a look at our revenue from a geographic and end-market perspective, Americas was up 12.5% sequentially, Europe was up 4.8% sequentially, which is better than typical seasonal performance for a September quarter. Asia was up 2.1% sequentially. All end-markets were strong and supply-constraint. Business conditions continue to be exceptionally strong through the quarter, with record bookings and backlog s for products to be shipped over multiple quarters. Our Preferred Supply Program, or PSP, continues to grow and be over 50% of our aggregate backlog, and 100% of our backlog in the most constrained capacity product areas. Demand far outpaced the capacity improvements and increased shipments we achieved in the quarter. As a result, our unsupported backlog, which customers wanted, shipped in the September quarter, but of which we could not deliver in the September quarter, continued to climb significantly as compared to the prior quarter's level. This is the fifth consecutive quarter that our unsupported backlog for product requested in a given quarter has grown, despite our quarterly revenue having grown 26% in the September '21 quarter, as compared to the year-ago quarter. We continue to experience constraints in all of our internal and external factories and their related manufacturing supply chains. During the September quarter, we experienced, and were adversely impacted, by COVID -related disruptions in our packaging and testing operations in Asia. As the Delta variant adversely impacted many of these countries. We took additional steps to protect our employees in these countries and worked with our partners as they took mitigation steps. We also worked closely with our supply chain partners who provide wafer foundry, assembly, test and materials to secure additional capacity wherever possible. It is a challenging environment for our factories and our partner's factories to hire, train, and retain employees to support the planned manufacturing ramps. Despite all this, through all the actions we have taken to increase capacity, we expect we will be in a position to support revenue growth for at least each of the next four quarters. This extends by one more quarter, what we stated in our August conference call, as our September quarter results are now behind us. We now expect that manufacturing constraints will persist through much of 2022 and possibly beyond that. We believe our backlog position, especially the proportion of PSP backlog, is giving us a solid foundation to prudently acquire constrained raw materials, invest in expanding our factory capacity, and hire employees to support our factory ramps. Our capital spending plans are rising in response to growth opportunities in our business, as well as to fill gaps in the level of capacity investments being made by our outsourced manufacturing partners in technologies. They may consider being trailing edge, but which we believe will be workhorse technologies for us for many years to come. In the September quarter, we were able to secure a license from one of our wafer manufacturing partners for a key trailing edge technology that runs on 8-inch wafers, which we expect to have qualified and in production by 2023. This licensed technology is still growing for us and we expect it will be a workhorse technology for at least 10 to 15 more years. We believe our increase in capital spending will enable us to capitalize on growth opportunities, improve our gross margins, increase our market share, and give us more control over our destiny for trailing edge technologies. We will of course, continue to utilize the capacity available from our outsourced partners. But our goal is to be less constrained by their investment priorities in areas where they don't align with our business needs. Now let's get into the guidance for the December quarter. Our backlog for the December quarter is very strong and we have more capacity improvements coming into effect. Taking all the factors we have discussed on the call today into consideration, we expect our net sales for the December quarter to be up between 4% and 8% sequentially, much stronger than normal seasonality, which is usually down 2% for the December quarter. Our guidance range assumes capacity additions, as well as continued capacity constraints, some of which we expect to work through during the quarter, and others that will carry over to be worked in future quarters. At the midpoint of our revenue guidance, our year-over-year growth for the December quarter will be a strong 29.3%, Accelerating from the 26% year-over-year growth in the September quarter, 19.8% year-over-year growth in the June quarter, and 10.6% year-over-year growth in the March quarter. For the December quarter, we expect our non-GAAP gross margin to be between 65.8% and 66.2% of sales. We expect non-GAAP operating expenses to be between 22.3% and 22.7% of sales. We expect non-GAAP operating profit to be between 43.1% and 43.9% of sales, and we expect our split adjusted non-GAAP diluted earnings-per-share to be between a $1.14 per share and a $1.20 per share. Given all the complications of accounting for our acquisitions, including amortization of intangibles, restructuring charges, and inventory write-up on acquisitions, Microchip will continue to provide guidance and track its results on a non-GAAP basis, except for net sales, which will be on a GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters. And we requested analysts continue to report their non-GAAP estimates to first call. Finally, as previously announced, we will be holding our Investor and Analyst Day on November 8th and New York, which will also be simultaneously webcast for those who cannot attend in person. At the event, we will be providing details about our long-term expected growth rate, updated gross and operating margin targets, as well as more specifics about our strategy for capital return, revenue growth, and manufacturing. We hope you will be able to join us for this important and informative event. Let me now pass the baton to Steve, to talk about our cash return to shareholders. Steve?
Steve Sanghi:
Thank you, Ganesh. And good afternoon everyone. Today I would like to reflect on our financial results announced today and provide you further updates on our cash return strategy. Reflecting on our financial results, I continue to be very proud of all employees of Microchip that have delivered another exceptional quarter and making new records in many respects. Namely
Operator:
Thank you. . We'll pause just a moment to let everyone an opportunity to signal for questions. We'll take our first question from John Pitzer with Credit Suisse. Please go ahead.
John Pitzer:
Yes, good afternoon, guys. Thanks for letting me ask the questions. And congratulations on the solid results. Ganesh, I wanted to get into a little more detail about the difference between your microcontroller business being down sequentially and analog being up. It's -- your down is a lot less than TI s, and your up is a lot more than TI s, but it's the same dynamic that they saw in their September quarter. And they highlighted the fact that perhaps, customers were requesting less expedited orders, that there was a little bit of a cooling off. I'm just curious when you look at that gap, what was the big driver in the quarter? And as you look at the December guide, would you expect the microcontroller business to start to show some accelerating growth?
Ganesh Moorthy:
It's a great question. I think they are just quarter-to-quarter timing, if you look at our June quarter results, microcontrollers were super strong in that quarter. We had more constraints that hit the microcontroller business in the September quarter. I wouldn't look at anything I don't want to one-quarter basis. Businesses, microcontroller as well as Analog are doing extremely well and I expect both of them will have nice growth as we go through the December quarter. There is no customer slowdown on one product line and the other product line. They're all constrained, they all have a substantial unsupported exiting the quarters.
John Pitzer:
Perfect. Thank you.
Operator:
We'll take our next question from Gary Mobley with Wells Fargo. Please go ahead.
Gary Mobley:
Hey, everybody. Thanks for taking my question. I look forward to catching up with everybody next week. I wanted to ask about the backlog, and your ability to fill that backlog over the next 4 consecutive quarters. I appreciate your commentary about how the capital equipment you plan intend to put in place is supportive of four quarters of sequential revenue growth. But what is the risk of not receiving the capital equipment because of long lead times, or lead times, or the inability to get desired capacity from partners, And is this roughly 6% sequential revenue growth, supported by more capacity, indicative of how you see it, unwinding for those remaining three quarters or so?
Ganesh Moorthy:
So firstly, the 6% growth is a December quarter midpoint of guidance that we have. We're not making predictions for quarters beyond the December quarter. What we do see is enough capacity coming online. We have line of sight to what we're doing internally. We have line of sight to what we are working with our partners, so that we expect that every quarter, for the next four quarters, including December in it, we’ll have the opportunity for supply side growth. And right now, there's enough and more demand for all those quarters. It's really a matter of bringing their supply on and we don't see any major risks and being able to bring capacity on. There's always timing of pieces of equipment for a given factory, but that all comprehended in the way we're thinking about it. As we have gone along through this year, almost every month, we've been able to bring on something incremental in the capacity, which is why you've seen every quarter we've been able to show sequential growth in each of the quarters.
Gary Mobley:
Appreciate that color Ganesh, with the ability to supply being the main strength of revenue, is it fair to say that over the next four quarters it's going to be hard to build distributor inventory anywhere above the 20-day level roughly where it's at today?
Ganesh Moorthy:
We don't know. We expect that it's going to be difficult just judging by what we see as the intensity of the demand, what we see as a sell-through, and what's going on. But it's hard to tell what exactly distributions in the inventory will be that far out in time. I don't know Eric, if you have any more insight?
Eric Bjornholt:
I really don't. I mean, just -- and Ganesh mentioned that earlier, but our unsupported backlog, that's -- it's both split between direct and distribution. So distributors would love to have more products and we're just not able to supply at this point in time. So I think it will be challenging, but it's hard to predict.
Gary Mobley:
Appreciate it, guys. Thanks.
Operator:
We'll take our next question from Vivek Arya with Bank of America Securities, please go ahead.
Vivek Arya:
Thanks for taking my question. There is some debate whether the preferred supplier programs or some of your peers, you call them antsy on our programs, are they ready enforceable or dependable? Because some of your competitors have chosen not to use them as much. So I'm just curious to get your perspective, why there is so much debate on use of these programs? What is their enforceability and dependability because ultimately your products are going in end markets that need products from your competitors as well, so those markets are not doing as well, then how enforceable are your contracts? How should we think about the fact you have this PSP backlog as to how dependable the forward outlook is. Thank you.
Ganesh Moorthy:
Firstly, I don't know all the different programs different people have and so I won't try to contrast with what we're doing. What we know in talking too many of our key customers, who really by the way drove how we designed and implemented this system, the PSP program, is that it is 1. Seen as highly valuable, 2. That it has grown over time, and 3. It continues to not only be strong, but people want to extend that PSP outlook. We have 12 months as our standard backlog requirement for it. There are people placing beyond 12 months, honest. And I think everybody is recognizing that the semiconductor content and the products that they are making are extremely important to their achieving the innovation in their products, their growth objectives, and therefore are much more in the mode of making sure that they have that thought through in the demand they place on us. And because it is non - cancellable, I also expect, and I believe every one of them is putting thought into where to have PSP backlog and where not to have PSP backlog, given by the strength of their business and the views they have for their growth.
Vivek Arya:
Thank you very much.
Operator:
We'll take our next question from Tore Svanberg with Stifel. Please go ahead.
Tore Svanberg:
Congratulations on the solid results. I was hoping you could talk a little bit about the end markets, especially in relation to delinquencies. Are there any areas where the delinquencies are more or less?
Gary Mobley:
It's hard to find one where there is no delinquency at this point. If I judged by the number of customer escalations I get involved in calls that I have to be able to respond to, it's an every segment. Clearly, what the news plays out has a -- got a higher component of automotive.
Ganesh Moorthy:
But it's absolutely not the only place where there are constraints. Constraints on an industrial communications infrastructure and data center in the home appliances and even in parts of defense and aerospace. And so all end markets are finding that there is needs and there is demand and excess of what they had thought of a year ago. And we see these constraints in all end markets.
Steve Sanghi:
I would like to add that automotive tends to have the largest megaphone, so they make the most noise. People think that the constraints are the biggest in automotive. That is definitely not true. We're seeing similar constraints in the industrial market and consumer markets and other places, but just automotive gets talked about more.
Operator:
We'll take our next question from Prajib Rahmani with UBS, please go ahead.
Prajib Rahmani:
Hi, congratulations, great quarter. Thanks for taking my question. I had a little bit more of a longer-term question. I guess, a lead time for at least the 32-bit MCU seem to be still stretching and they’re well beyond 22 weeks is what I'm hearing. But if you look into 2022, how would you sort of paint the picture for investors around where -- I mean, where lead times had to buy, say, mid-2022? Do you get a sense that in the current market scenario that lead times might not compress much at all in 2022, or can you help us gauge that a little bit more?
Ganesh Moorthy:
There are two sides of that equation. There's one side of that equation which is supply, and the other side of that equation is demand. If you look a year ago where we were, to where we are today, despite having brought significant supply online, we are farther behind in terms of the constraint or the unsupported that we have. And that's because demand grew even faster than the supply did. I don't know how 2022 is demand picture, and we have a good sense of our own supply and what we're doing. But how the demand picture will change and when that will change, I don't know. But at this point in time, if you judge by how much unsupported did we have every quarter, exiting each quarter, we've had five quarters in a row where we produced more, but had more unsupported exiting the quarter. And I am fully expecting that exiting December, it will be the 6th consecutive quarter where that's going to happen.
Prajib Rahmani:
Great. Thank you.
Operator:
We'll take our next question from Matt Ramsay with Cowen. Please go ahead.
Matt Ramsay:
Thank you very much, guys. Good afternoon. I wanted to ask a little bit about the pricing environment and that's been topical given the big supply-demand imbalance in the industry. Ganesh, maybe you could talk a little bit about the comments that you made about having support for growth over the next four quarters from here. How much of that is based on supply coming online and how much of that is based on, I guess, better pricing or passing through higher input costs in terms of pricing? And whatever pricing you're putting in place right now, how durable do you feel that is as supply and demand may be converged down the line? Thank you.
Ganesh Moorthy:
So it's a multi-variable equation. It's hard to break out exactly what is from price and what is from capacity. We do have -- clearly what we're doing on the capacity side of adding more wafers to be able to run either in our fabs and our partner’s fabs, adding more assembly and test capacity, and so there is a significant amount of unit growth that we're expecting going into 2022 and into 2023. The pricing for us is largely to be able to pass along cost increases that we're seeing, and to make sure that -- we usually will bunch them rather than try to do it on a regular basis. And -- so we wait to see how cost increases are coming into us, bunch of together at some point in time, and then pass on the price increase. But the exact mix of car -- or price increase versus unit thing I don't have, there is a significant amount of unit growth going into next year. As far as what happens far down time, I don't get the sense that input costs are going down and that pricing has to come down out in time. Things like the labor costs that have been going up, those are in -- they're not coming back down. A lot of the costs for material and equipment are requiring companies, not just us, but even our supply chain, to have significant capital spending to be able to not just expand factories, but build brand-new factories. And the cost structure when you are involved there are quite significant as well. So it is my belief that these price increases are here to stay. and at least to stay for a fair amount of time into '22 and '23.
Matt Ramsay:
Very clear. Thank you.
Operator:
We'll take our next question from Harlan Sur with JPMorgan, please go ahead.
Harlan Sur:
Good afternoon and congratulations on the solid results and execution. Macro trends in China have been somewhat mixed, obviously, building in construction activity has been muted. Industrial activity seems to be relatively okay. Consumer is mixed and the team has really great real-time visibility on the end markets in China. Have you guys seen any slight inflections in China demand or is the supply demand gap just so wide that they're not able to provide enough supply even if things have down-shifted a bit?
Ganesh Moorthy:
You know, it's a little early to put all that together. Some of the power changes were really in the late September time frame. The effects of Evergrande or any of the other ones when it percolates down to the rest of the chain that's involved there takes some time. There is no discernible end market color we have to provide on China. We continue to have enough demand and excess of supply that even if some of that demand were to soften, we still have a lot of unsupported demand for China today.
Harlan Sur:
Okay. Thank you.
Operator:
We'll take our next question from William Stein with Truist Securities. Please go ahead.
William Stein:
Great. Thank you for taking my question and I'll add my congratulations, especially on the outlook. One of the great things that Microchip's done over time is that you were very early on to recognize that similar to the industrial -- industrial companies, acquisitions in semi's could provide great opportunities for both cost synergies, but also revenue synergies. I'm hoping you might use this time to update us on your integration of Microsemi. It's been a couple of years, and I wonder if the current strong environment has either delayed or accelerated the synergies. Is there a lot more to go that maybe we all forgot about because demand has been so good? Thank you.
Ganesh Moorthy:
The integration of Microsemi is substantially complete. There are some small amounts on the business systems, and maybe I'll let Eric speak to it.
Eric Bjornholt:
Yes. So I mean, there's still some business system integration to go I would say from a cost perspective or synergy perspective that's relatively small. The things that we continue to work on which are ongoing stories are going to be TSS, or Total System Solutions, for the products that we've acquired from Microsemi, and the sales and business units are working very hard on that and we're getting good traction. And the other piece is ongoing manufacturing integration, which just takes time. And some of that is bringing more assembly and test in-house. And some of that will be looking at some of the smaller factories over time and how that can play out to bring some cost improvements to us over multiple years. But other than that, most of the benefit is in the P&L already.
Ganesh Moorthy:
And Steve may want to speak to -- we, last quarter, shared with you where we were from a combined Company earnings-per-share versus what we had set 3 years ago. So, maybe Steve, you want to speak to that?
Steve Sanghi:
So, if you recall, back in May-June of 2018, when we acquired Microsemi, we've guided to a run-rate earnings per share of $2 per share, three-years out. So now we are three-years out -- there's three years and one quarter, and we just announced to earnings of dollars 7, which is splitter, just $2 to $2.14 pre-split, versus a $2 guidance we had given as a target 3 years ago. So we essentially have completely delivered on that promise in the middle of substantial issues for our most of that period, including an inventory correction in the late 2018, followed by U.S.-China trade tensions which affected our industrial business, consumer business, and others, followed by 2020, the year of COVID, which also created a lot of issues and all the COVID constraints, some of them are continuing. Followed by a strong demand cycle that we're seeing right now. So a combination of all these things, we still have delivered on that Permian --
Ganesh Moorthy:
Plus the Huawei ban and various other --
Steve Sanghi:
Huawei ban and many other smaller companies that have been banned from being shipped too.
Ganesh Moorthy:
So it's done outstanding for us and I think all the results we had hoped for and more have been delivered.
William Stein:
Yup, thank you.
Operator:
We'll take our next question -- excuse me. We'll take our next question from Chris Danely with Citi. Please go ahead.
Chris Danely:
Hey, thanks, guys. Just wondering about your lead times. How do you think your lead times compare versus the competitors? And does the difference in lead times, does that drive any share shifts? Do you think it will drive any share shifts?
Steve Sanghi:
So Chris, I think lead time is not one number for the Company, across our 100,000 plus skills, we have products that are available in 4 weeks, and there are products that are not even available in 52 weeks. So, people talk about an average lead time terms. But I don't think it's fairly very meaningful. It's like putting one foot in icy water and another foot in boiling water, and creating the average and think a percentage is comfortable. We have lots and lots of products where the product is available earlier, but we have lots and lots of products which are not available even in a year. We do not know the lead time of every single competitor on every single part, because their situation is similar where the lead times are different across products. But given all that, I think when you look at the totality of results, our year-over-year growth compared to many of our competitors, and our last quarter and the current quarter guidance, it clearly shows we are gaining share. I think that we can see. Now, do we have customers from other companies were not able to get products coming to us for help? Yes, lots and lots of them. Are we able to help them all? No, but we're able to help some of them or many of them. You could also have a situation where somebody who is not able to get product from us, seeking product from one of our competitors. That's only natural, and I'm sure they are able to help some of them, if they happen to have a product which is available in shorter lead time. But when you take all the puts and takes, you got to, at the end of the day, look at the overall growth where we're exceeding what we're seeing from the competition, especially in the two markets of microcontrollers and Analog and we're gaining share in both.
Ganesh Moorthy:
Of course, as we win those customers coming over to us because we are able to help them, we're also getting long-term commitments from them to stay with Microchip beyond the cycle.
Chris Danely:
Yeah. Thanks, guys. That's very helpful.
Steve Sanghi:
Thanks.
Operator:
We'll take our next question from Toshiya Hari with Goldman Sachs. Please go ahead.
Toshiya Hari:
Hi, good afternoon. Thank you for taking the question. I wanted to ask about PSP. Is there a skill or are there any patterns by device type or end market? Is the uptake of PSP stronger? For example, MCU s versus Analog versus FPGA or by end market. And I guess more importantly, customers who aren't signing up -- who are not signing up for PSP. What's typically the reason or the rationale that pretty much just wanting the flexibility, or is it something around pricing? Just curious why some customers opt to not sign up. Thank you.
Ganesh Moorthy:
The PSP by product line isn't particularly different. By end market, certainly that our end markets with more demand certainty, more demand durability. There are certain customers who have more financial capability to go behind the commitments that they are making with PSP. And those customers, and that end -- those end markets do have a higher proportion of the PSP backlog that we have. What a given customers rationale for not doing it can be any number of things. Either the markets or the financial strength could also be their view of, do they or don't they need to be in the program? I can tell you that everybody who has signed up a PSP is getting priority and is seeing results that are to their benefit in a highly constrained environment where demand far exceeds supply. And we're leaving unsupported, going out of every quarter.
Toshiya Hari:
Thank you.
Ganesh Moorthy:
You're welcome.
Operator:
We'll take our next question from Ambrish Srivastava with BMO. Please go ahead.
Ambrish Srivastava:
Thank you very much. Ganesh I'm going to put my lack of knowledge on full display here on the unsupported backlog. So there's an -- all is well concerned when lead times get stressed out and we're in such a tight environment for so long. So you're referring to the unsupported backlog as one of the reasons why you say your visibility is so high. Is this included in your book-to-bill? Is this noncancellable? Why is that the right metric to look at? Could you please explain?
Ganesh Moorthy:
Let me separate two different things for you. We have backlog over multiple quarters. Orders placed on us and they can be asked for delivery in March and June, this quarter, etc. Unsupported that I'm referring to is what was requested in a given quarter that we could not ship. Meaning if we could ship at all, that would have added to the revenue within the quarter. That's what we said at a record level, exiting September, and actually has been growing for 5 quarters at this point in time. And I expect it will be at another record level, exiting the December quarter. So unsupported just represents the current quarter of backlog that somebody would like to have shipped to them, but which we are unable to ship to them. So you can see what we report, our revenue which is what we actually shipped, what you don't see is what people wanted in the quarter that we could not ship. And then the back -- that continues to remain as backlog that ships into whenever it is that we can ship. And then there's other backlog which is in addition to that, that goes all the way to 1 and 2 years depending on what program customers are on. Does that make sense?
Ambrish Srivastava:
But there's no -- it does, that's helpful, but there's no noncancellable term to this, right? It's just what's you could not fulfill. So it could be canceled down the road, just like any other backlog which is where multiple quarters, right?
Ganesh Moorthy:
Our standard non - cancelable window is 90 days. Almost by definition, if somebody was asking for product in this quarter that we could not fulfill, it is all non - cancelable. PSP adds a second dimension of 12 months of non - cancelable on a rolling basis that customers would have. PSP backlog, which is significantly over 50%, is all 12 months of non - cancelable. Plus, anything non - PSP, in the next three months, is also non - cancelable.
Ambrish Srivastava:
Got it.
Eric Bjornholt:
Maybe just to make --
Ambrish Srivastava:
That's helpful.
Eric Bjornholt:
To make sure this is clear, the unsupported backlog is both PSP backlog and non - PSP backlog. So, there's a lot of unsupported that is in the PSP program. We just can't meet the commitment. The requested committed
Ambrish Srivastava:
,
Steve Sanghi:
Ambrish is that, we don't even have enough supply to meet all the PSP needs. There is a sufficiently even PSP backlog, which is unsupported in the current quarter. And we'll continue to be unsupported for several quarters, will ship the last quarter and supported this quarter. But some of the current quarter backlog will not be supported this quarter we will support our next quarter. So some of the capacity quoted doors, byproduct, by technology, by fab are so constrained that PSP backlog is over 100% of that capacity.
Ambrish Srivastava:
Got it.
Steve Sanghi:
And that is noncancellable over the next 12 months.
Ambrish Srivastava:
Appreciate you for taking the time to explain it. Thank you.
Operator:
Okay. We'll go next to Chris Caso with Raymond James. Please go ahead.
Chris Caso:
Yes, thank you. Good evening. Two quick questions on pricing. And first, a clarification on the PSP program. And when the customer places the order on the PSP program, is there a firm pricing commitment with that order such that to protect it against further price increases? And if so, does that create a risk for you if your input costs increase over the next year when that product is on the books? And then just longer-term, do you feel that there is a structural element to these input cost increases? The fear is that 1 point demand will eventually slow and will catch up with supply and demand and costs will start to come down again. Do you feel that's not likely to happen and if so why?
Ganesh Moorthy:
To your first question. The PSP program is a priority for delivery, has nothing to do with pricing. Pricing is what we would need to make adjustments to, when there are reasons to make those adjustments based on input costs going up. So there is no guarantee of fixed pricing being part of the PSP program. On your second question with respect to input costs, there are certain input costs which are structurally in, for example, labor costs that go in. Now, perhaps in time as factories scale and size, they would get amortized over more units. But right now, labor cost is going up. And you don't take labor costs down when the cycle begins to change, that our material costs and maybe some of the material costs could be more driven by with the cost of the commodity involved, topper, etc., are going to be and we don't know how those will change. And then there are equipment costs as we buy them, we're we have in the past, to grow our capacity, typically been buying used equipment at discounted prices. In the current environment, where all fabs are full, all capacity is full, that is not available option to us. We are paying more expensive, or buying more expensive equipment to be able to outfit the capacity growth that we need. And that will of course stay in structurally as well. But scale will help with some of that costs and how it gets amortized. But I don't fundamentally think pricing is going to change given all these moving parts and that's the general sense I get from all of our supply chain partners and how they're thinking about it, and what the input variables are to them as they look at what pricing they're going to be doing.
Eric Bjornholt:
So Matt, maybe I can -- expand a little bit on Ganesh 's first point on pricing, just to explain how it works. So if we have a price increase, the customer has 5 days once that price increase goes out to make the decision, do they want to accept that price increase or not? And if they don't accept the price increase that comes back to Microchip and does Microchip choose to ship it at a lower price, or do we reallocate that capacity when there's so much capacity on the books when customers are screaming for product to another customer. And what we've seen, what we've had price increases, is that there has been hardly any consumers that cancel their orders or choose not to accept the price increase because they understand the situation on the supply side.
Chris Caso:
Very interesting. Thank you.
Eric Bjornholt:
Thanks, Chris.
Operator:
We will take our next question from Christopher Rolland with Susquehanna. Please go ahead.
Christopher Rolland:
Hey, guys. Just following up on that as well. And Ganesh, you may have already answered this, but we are hearing about pricing increases from a bunch of your competitors across microcontroller and Analog. And some of this is input costs, but some of this is also opportunistic. So I guess my first question is, how you guys feel about that and whether you have a plan around pricing moving forward. And then Steve, I always love your big picture thoughts. And so, as it relates to pricing, the more pricing power that's enacted here, when this all ends, does this pricing revert or is there something structural and you think it might be stickier this cycle versus other cycles, given that there are fewer competitors out there than in past decades?
Ganesh Moorthy:
Okay, I'm trying remembering, what was the first part of the question again?
Christopher Rolland:
That first part is pricing increases from your competitors. Do you guys have a plan there, and then thoughts on a bigger picture on pricing and sticking.
Ganesh Moorthy:
We view pricing as a strategic exercise, not a tactical exercise. We don't subscribe to trying to raise prices just because we can. These are proprietary products. Our customers entrusting us to be able to make their designs 2 years before they go to production. And they need to have the understanding that pricing will be thought of in a long-term perspective. And so we do the changes this year or we did the changes this year only because of the significant increase in input costs. But on an ongoing basis, we do not view pricing as something to tactically go changes, not a commodity product like memory products might be. These are proprietary products with strategic engagements and long-term relationships with customers, and their trust that we expect to be able to maintain. Let Steve answer the second half.
Steve Sanghi:
So, my feeling is that the pricing, wherever the pricing has increased, I do not see that pricing coming down longer term on the proprietary products. On some of the commodity products, if there is a lot of supply becomes available and there is a competition that is able to ship DRAM, or a flash, or NAND. Those pricing may come down, but I don't see pricing on our microcontroller products or analog products, connectivity products, 98% of what we make is largely proprietary, those prices to come down, because when you look at the components of the pricing, the -- I don't see that fabs are going to lower the wafer cost, outside, because they're making huge investments because of shortage and that equipment is being placed in -- now. And what would be the reason to lower the price later? The -- if the commodity prices come down, there is a small component of the overall costs where that will come down. And as Ganesh mentioned earlier, the label cross-sell are not likely to come down. The assembly test costs are not likely to come down. Our internal fabrication and other costs are not going to come down. We're paying more for the equipment and that structurally stays in the cost structure. So I don't really see that the price increases that were passing onto their customers are temporary in nature, nor are we giving that kind of impression to our customers. I think they're largely there to stay. Could there be a minor adjustment here and there if there was a significant cost downwards from the input cost perspective? Then it's possible, but I don't really see it.
Christopher Rolland:
Helpful answers. Thanks, guys.
Operator:
We'll take our next question from Harlan Sur with JPMorgan. Please go ahead.
Harlan Sur:
Thanks for letting me ask a follow up. The gross margin expansion has been very impressive. And I know you'll be providing your long-term margin target next week, but more near-term. If I look at the December quarter guide and the last 3 reported quarters, you guys ' incremental gross margins are in a pretty tight range, right? 74% to 77% fall through very strong, very predictable, given that you're at full utilizations and will be so at least through most of next year, is this how we should think about the gross margin expansion on incremental revenue growth kind of near-term, around 75% fall-through?
Eric Bjornholt:
Yeah, we're whenever really comfortable providing that metric. Where it's a complex equation with many, many factories, and lots of input cost changes and whatnot, labor costs increases. We are being as efficient as we can. Obviously PSP backlog, having so many backlogs in place allows our factories to be efficient and what they're doing. And we do expect gross margin to continue to rise, but don't want to take away from our messaging that we're going to give at the Investor Day next week on gross, on what, the gross margin target is going to be?
Ganesh Moorthy:
We also have outside manufacturing, right? So it does not have some of the same factory benefits as when we do it inside. So there are a lot of different pieces of this puzzle. And so, I would not draw a straight line through whatever equation that you had for the last 3 or 4 quarters. I think there are many more puts and takes that will give you more guidance on kind of how we see things for the longer term. But we have had good success in the last 3, 4 quarters that you've seen in the results we posted.
Steve Sanghi:
And even the insight factories, the gross margin goes up -- incremental gross margin is much higher when you're going from under-utilized factories to full utilization. Once you're at full utilization, and you're adding capital which you are adding depreciation, then you're shipping that product, the incremental gross margin is not as high as you would think. Remember, we also ship first-in, first-out. So even when the factory becomes full, under-utilization goes away, you're still shipping product which you built earlier, when the utilize -- the increasing capital wasn't added. Now we're adding incremental capital to grow the capacity and that depreciation comes in. Therefore, the incremental gross margin is better than the average because you're utilizing the factory better, the management, fixed infrastructure, the ecosystem the water, they air, everything else; you are using it more efficiently. So there is incremental gross margin, which is higher than corporate. But your metric of what it has been in the last four quarters may not stay.
Christopher Rolland:
Perfect. Okay. Looking forward to next week. Thank you.
Ganesh Moorthy:
Thank you.
Operator:
We'll take our next question from David O'Connor with Exane. Please go ahead.
David O’Connor:
Great. Good afternoon and thanks for squeezing me in here. Maybe just one follow-up, Ganesh, to your comment earlier in your prepared remarks about a license for wafer manufacturing technology on an 8-inch. And what was the just wondering what for that what you need to take that . Was it some large design win or was there some change in the technology road map that requires this or even anything around the end market, where that is going and how significant it could be? That would be helpful. Thank you.
Ganesh Moorthy:
It's an 8-inch trailing edge technology that we see having lots of legs for many years in key end markets and with key customers that the products are built on. The appetite to invest, there are the priority invest there did not rise to the level to make that investment from our partners. And so we worked to get it licensed and to be able to do it ourselves, very consistent with what we said last time and this time, that we will be increasing our capacity investments in trailing edge technologies, where our partners do not see the same opportunity to invest. But we see that opportunity and priority for what we do. So that's all that it represents.
David O’Connor:
That's helpful. Thank you.
Operator:
We'll take our next question from Nick Todoros with Longbow Research. Please go ahead.
David O’Connor:
Good afternoon, everyone, and congrats on the results. Ganesh, your comment that the growth and unsupported backlog, I think it implies that your bookings continue to accelerate or at least they're outgrowing your billings. A, is that correct? And B, if that's the case, why do you think you continue to see such acceleration or outgrowth in your bookings, and is that implied that you're seeing increasing number of expedites because I'm assuming that also ties up to how many -- how much broader customers are asking for the current quarter.
Ganesh Moorthy:
You have a number of questions on what you asked and not all of them necessarily are linked. So first of all, bookings have been strong, remains strong, but we also have so many backlogs in front of us that bookings are not necessarily the best indicator for where strength of the business is. Unsupported can come both from a business that is -- something which is booked inside of the quarter. But more often than not, what is happening is that people are pulling in their requirements. So it's already backlog
Ganesh Moorthy:
We have and people would like to get it sooner than we can provide it to them, and so a lot of factors that go into that unsupported. But the bottom line is, that whatever we are able to produce and the growth that we're able to deliver, despite it being 26% year-over-year, is far from what is required to meet what customers are telling us what they want in a given quarter. And that keeps squeezing out and we keep shipping more every quarter and we'll squeeze some more out in the several subsequent quarters that we can't ship into this quarter. And it just reflects how demand is continuing to outstrip, or the demand growth is continuing to outstrip the supply growth for multiple quarters. And we do not see a bending of that curve through much of 2022.
David O’Connor:
Got it. Thanks. Good luck.
Operator:
We'll take our final question from John Pitzer with Credit Suisse. Please go ahead.
John Pitzer:
Guys, thanks for letting me ask the follow-up. I had two quick ones. Eric, just on the CapEx, you guided for this year. I'm just kind of curious how we should think about next year, especially given the exit trajectory. And then Ganesh, you guys are really kind enough to give us both kind of a revenue number and an end market demand number. I'm just kind of curious of how to think --how we should think about the relationship between the two, because this quarter, it did look like your revenues were above end demand, and I'm just trying -- to understand what that means, especially in light of how constrained you seem to be in the business.
Eric Bjornholt:
So I'll start with CapEx. So CapEx, as I indicated, is the forecast is between $350 million and $400 million for FY'22. In our investor and Analyst Day next Monday, we will give you some parameters in terms of how to think about CapEx and percentage of revenue on a go-forward basis, but again, not going to take away from that messaging today. We haven't given a FY'23 forecast as of yet. And overall, it will depend on what the shape of the demand picture looks like and how our capacity is coming in and what is needed in the business to support customers.
Ganesh Moorthy:
You want to talk about end markets; did you want me to do that?
Eric Bjornholt:
Go ahead
Ganesh Moorthy:
For multiple quarters, you've seen that the end market demand has been higher and the GAAP revenue that we've had. The difference at this quarter is small. Distribution inventory still continue to decline by one day. In this case, there's nothing meaningful in that number for this quarter.
John Pitzer:
Perfect. Thank you.
Steve Sanghi:
Well, it's basically constrained by distribution inventory. They don't have much to ship. What they have left is really all slower moving slots. They need a lot of new product from us to be able to increase the end-market demand, and in some cases, some of the product has been prioritized to PSP customers and there is more direct PSP backlog than the distribution backlog. Significantly, more direct customers have gone PSP than through distribution. So therefore, much more of the product has been skewed towards direct customers, and distribution would like more, but there is no capacity. So I think that would limit --
John Pitzer:
That it makes a lot of sense, Steve; I think we're all learning that perhaps supply chains are a little bit more complex than that we once thought.
Steve Sanghi:
Yes, exactly. Okay.
Operator:
Ladies and gentlemen, this does conclude today's question-and-answer session. At this time for closing remarks, I'd like to turn the conference back to Mr. Moorthy. Please go ahead.
Ganesh Moorthy:
Well, thank you, everyone for attending. We look forward to providing you a lot more insight on Monday, when we have the Investor and Analyst Meeting. And we will be doing some of the circuit during the quarter as well for other investor meetings. Thank you.
Operator:
Ladies and gentlemen, this concludes today's conference, we appreciate your participation. You may now disconnect.
Operator:
Good day, everyone and welcome to Microchip’s First Quarter Fiscal 2022 Financial Results. As a reminder, today’s call is being recorded. At this time, I’d like to turn the conference over to Microchip’s CFO, Mr. Eric Bjornholt. Please go ahead sir.
Eric Bjornholt:
Thank you, and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip’s business and results of operations. In attendance with me today are Ganesh Moorthy, Microchip’s President and CEO; and Steve Sanghi, Microchip’s Executive Chair. I will comment on our first quarter fiscal-year 2022 financial performance. Ganesh will then give commentary on our results and financial business environment as well as our guidance. And Steve will provide an update on our cash return strategy. We will then be available to respond to specific investor and analyst questions. We are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the investor relations page of our website at www.microchip.com, and included reconciliation information on our press release, which we believe you will find useful when comparing our GAAP and non-GAAP results. We have also posted a summary of our outstanding debt and our leverage metrics on our website. We will now go through some of the operating results, including net sales, gross margins and operating expenses. Other than net sales, I will be referring to these results on a non-GAAP basis, which is based on expenses prior to the effects of our acquisition activities, share-based compensation and certain other adjustments as described in our press release. Net sales in the June quarter were $1.569 billion, which was up 7% sequentially, and about 150 basis points above the midpoint of our quarterly guidance given on May 6. We have posted a summary of our GAAP net sales by product line and geography as well as our total and market demand on our website for your reference. On a non-GAAP basis, gross margins were a record at 64.8% and operating income was a record 41.7%. Non-GAAP net income was a record $558.8 million. Non-GAAP earnings per diluted share was a record of $1.98, $0.08 above the midpoint of our guidance. On a GAAP basis in the June quarter gross margins were record at 64.2% and include the impact of $8.8 million of share-based compensation expense. Total operating expenses were $638.8 million and include acquisition intangible amortization of $215.6 million, special charges of $10.5 million, $3.6 million of acquisition related and other costs, and share-based compensation of $47.8 million. GAAP net income was $252.8 million or $0.89 per diluted share. Our June quarter GAAP tax expense was impacted by a variety of factors. Notably tax reserve releases associated with the statute of limitations expiring. Our non-GAAP cash tax rate was 6% in the June quarter, we expect our non-GAAP cash tax rate for fiscal 2022 to be about 6% exclusive of the transition tax, any potential tax associated with restructuring the Microsemi operations into the Microchip global structure and any tax audit settlements related to taxes accrued in prior fiscal years. Our inventory balance at June 30, 2021 was $683.8 million. We had a 111 days of inventory at the end of the quarter, which was down one day from the prior quarters’ level. Inventory at our distributors in the June quarter were at 20 days, which is a record low level and down from 22 days at the end of the prior quarter. We are ramping capacity in our internal and external factories so we can ship as much product as possible to support customer requirements. In the June quarter, we issued a $1 billion senior secured note maturing on September 1, 2024 and bearing interest at 0.983%. We use the proceeds from this bond offering to repay a $1 billion senior secured note that matured on June 1, 2021 that had an interest rate of 3.922%. We believe this was another excellent transaction for us as we continue to enhance our capital structure on our path to becoming an investment grade rated company. Our cash flow from operating activities was a record at $629.9 million in the June quarter. As of June 30, our consolidated cash and total investment position was $279.7 million. We paid down $388 million of total debt in the June quarter. Over the last 12 full quarters since we closed the Microsemi acquisition, and incurred over $8 billion in debt to do so, we have paid down almost $4 billion of the debt and continue to allocate substantially all our excess cash beyond dividends to aggressively bring down this debt. We have accomplished this despite the adverse macro and market conditions during most of this time period, which we feel is a testimony to the cash generation capabilities of our business, as well as our ongoing operating discipline. We continue to expect our debt levels to reduce significantly over the next several years. Our adjusted EBITDA in the June quarter was a record $711.7 million and our trailing 12 month adjusted EBITDA was also a record of at $2.524 billion. Our net debt to adjusted EBITDA excluding our very long-dated convertible debt that matures in 2037. And there’s more equity-like in nature was 3.34 at June 30, 2021, down from 3.71 at March 31. Our dividend payment in the June quarter was $113.1 million. Capital expenditures were $86.3 million in the June quarter. Our forecast for the September 2021 quarter’s capital expenditures is between $75 million and 95 million. Our capital expenditures for all of fiscal year 2022 are expected to be between $300 million and $350 million. As a reminder, our fiscal year 2021 capital expenditures came in lower than originally planned due to longer equipment lead times and deliveries pushing out due to overall industry conditions. We continue to add capital equipment to maintain, grow and operate our internal manufacturing operations to support the expected growth of our business. We expect these capital investments will bring gross margin improvement to our business and give us increased control over our production during periods of industry-wide constraints. Depreciation expense in the June quarter was $41.2 million. I will now turn it over to Ganesh to give us comments on the performance of the business in the June quarter, as well as our guidance for the September quarter. Ganesh?
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. Our June quarter results continued to be strong, leading off our fiscal year 2022 on a positive note. June quarter revenue was an all time record of $1.57 billion growing 7% sequentially, and was 150 basis points higher than the midpoint of our guidance provided on May 5. On a year-over-year basis, our June quarter revenue was up 19.8%. Non-GAAP gross margins were another record and 64.8% up 70 basis points from the March quarter as we continue to ramp our internal factories and benefit from improved fixed cost absorption. Non-GAAP operating margin was also a record at 41.7% up 100 basis points from the March quarter. Our consolidated non-GAAP EPS was above the high end of our guidance at a record $1.98 per share. Adjusted EBITDA for the June quarter was again very strong and achieved another record at $701.7 million, continuing to demonstrate the robust profitability and cash generation capabilities of our business through the business cycles. The June quarter marked 123 consecutive quarter of non-GAAP profitability. I would like to take this occasion to thank all our stakeholders who enabled us to achieve these outstanding and record results in the June quarter. And especially thank the worldwide Microchip team whose tireless efforts not only delivered our strong financial results, but also supported our customers to navigate a difficult environment and who work constructively with our supply chain partners to find creative solutions in an extremely constrained and challenging environment. Taking a look at our business from a product line perspective, our microcontroller revenue was sequentially up 10.7% as compared to the March quarter and set a new quarterly record. On a year-over-year basis, our June quarter microcontroller revenue was up 26%. Each of the 8-bit, 16-bit, and 32-bit microcontroller product lines established new all time revenue records. As we have told you many times in the past rumors of the depth of 8-bit and 16-bit microcontrollers have been greatly exaggerated. The customers and applications served by microcontrollers, not highly fragmented, and require a wide range of solutions that span the breadth of our microcontroller product lines. Microcontrollers represented 57.5% of our revenue in the June quarter. Our analog revenue was sequentially up 4.1% as compared to the March quarter, also setting a record in the process. On a year-over-year basis, our June quarter analog revenue was up 16.7%. Analog represented 27.5% of our revenue in the June quarter. Other revenue was sequentially up 5.1% in the June quarter, bouncing back from a 6.4% sequential decline in the March quarter. Other revenue represented 15% of our revenue in the June quarter. Taking a look at our business from a geographic perspective, Americas was up 6.1% sequentially. Europe was down 2.3% sequentially, which is better than typical seasonal performance and came off of a very strong 30.4% sequential growth in the March quarter. Asia was up a strong 11.1% sequentially reflecting better than typical seasonal growth. From an end market perspective, all end markets were strong in the June quarter. Business conditions continued to be exceptionally strong through the quarter with record bookings and backlog for product to be shipped over multiple quarters accentuated by our Preferred Supply Program or PSP, which continues to be over 50% of our aggregate backlog and 100% of our backlog in the most constrained capacity product areas. Demand outpaced the capacity improvements we were able to make or we were able to implement in the quarter. As a result our unsupported backlog, which customers want to shipped in the June quarter continued to climb significantly resulting in lead time for many line items continuing to stretch out. We experienced constraints and all of our internal and external factories and their related manufacturing supply chains. We continue to work closely with our supply chain partners who provide wafer foundry, assembly, test and materials to secure additional capacity wherever possible. Through the combination of internal and external actions that we have taken, we expect we will be in a position to support revenue growth for at least each of the next four quarters. Despite that, we also expect that wafer fab as well as assembly and test constraints will persist through at least the middle of 2022. We believe our backlog position, especially the proportion of PSP backlog is giving us a solid foundation to prudently acquire constrained raw materials, invest in expanding factory capacity, and hire employees to support our factory ramps. Our capital spending plans are rising in response to growth opportunities in our business, as well as to fill gaps in the level of capacity investments by our outsourced fab, assembly and test partners in technologies that they may consider to be trailing edge, but which we believe will be workhorse technologies for us for many years to come. The increase in capital spending will enable us to capitalize on growth opportunities and improve our gross margins, increase our market share, and give us more control over our destiny for trailing edge technologies. We will of course continue to utilize the capacity available from our outsourced partners. But our goal is to be less constrained by their investment priorities which may not align with ours. We also expect that while our capital intensity may be slightly higher in any given year, and the 3% to 4% of revenue guidance we have provided in the past. When looked at in the context of a rolling three year view, we believe we will very much be in the range of our capital spending guidance. Now, let me get into the guidance for the September quarter. Our backlog for the September quarter is very strong. In addition, we have considerable backlog requested by customers in the September quarter that currently cannot be fulfilled until later quarters despite us growing capacity from last quarter. This is because the entire semiconductor supply chain remains very constrained. Taking all the factors we have discussed on the call today into consideration. We expect our net sales for the September quarter to be up between 3% and 7% sequentially. Our guidance range assumes continued operational constraints, some of which we will work through during the quarter, others that would carry over to be worked in future quarters. At the midpoint of our revenue guidance, our year-over-year growth for the September quarter would be 25.8%. We believe achievement of this revenue level would be remarkable in and of itself. But even more so given how resilient our business was a year ago during the pandemic because of the diversity of our end market exposure, thus making the year-over-year comparisons that much tougher and meaningful. For the September quarter, we expect non-GAAP gross margins to be between 64.8% and 65.2% of sales. We expect non-GAAP operating expenses to be between 22.8% and 23.2% of sales. We expect non-GAAP operating profit to be between 41.6% and 42.4% of sales. And we expect our non-GAAP earnings per share to be between $2.05 per share, and $2.17 per share. We also expect to pay down another approximately $350 million of our debt in the September quarter. Now, we recognize that our gross and operating margin percentage guidance effectively gets us to the long-term targets we shared with you just nine months ago. We will be working to update our business model for annual growth, gross margin and operating margin percentage. And we’ll share our conclusions with you later this year. Given all the complications of accounting for our acquisitions, including amortization of intangibles, restructuring charges, and inventory right up on acquisitions Microchip will continue to provide guidance and track it results on a non-GAAP basis, except for net sales, which will be on a GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters, and we request that analysts continue to report their non-GAAP estimates to first call. Now, let me pass the baton to Steve to talk about our cash return to shareholders. Steve?
Steve Sanghi:
Thank you, Ganesh and good afternoon everyone. Today, I would like to reflect on our financial results announced today and provide you further updates on our cash return strategy. Reflecting on our financial results, I continue to be very proud of all employees of Microchip that have delivered another exceptional quarter and making new records in many respects. Namely record net sales, record non-GAAP gross margin percentage, record non-GAAP operating margin percentage, record cash flow from operations and record adjusted EBITDA also each of our strategic product lines, 8-bit, 16-bit and 32-bit microcontrollers, and analog individually achieved all time new records in net sales. Reflecting on our journey since the acquisition of Microsemi, three years ago, I note the following. Number one, at the time of the acquisition, we provided a long-term operating model target of 40.5% non-GAAP operating margin, which we exceeded for the first time in the March 2021 quarter. And we’re significantly above that in the June 2021 quarter at 41.7%. At the time of the acquisition, we also indicated that we anticipated achieving an $8 non-GAAP EPS run rate by the end of the third year after the acquisition. Between the $1.98 EPS for the June quarter we just announced and $2.11 EPS we guided to for the September quarter at the midpoint of our guidance. We have effectively delivered on this expectation. These exceptional results were achieved despite the numerous headwinds we faced from international trade tensions and tariffs, as well as the global pandemic, which matters were not predictable three years ago. Number two; we financed the Microsemi acquisition by adding $8.1 billion of debt, driving up a net leverage ratio in the June 2018 quarter to 4.95, which we know was a concern for many of you. In the last three years, we have paid down a cumulative $4 billion of debt and brought our net leverage ratio down to 3.34. We continue to allocate substantially all of our cash generation beyond what we paid to shareholders in dividends to pay down significant debt every quarter. Number three, within the last quarter based on the debt pay down, we had achieved and the continued strong cash and adjusted EBITDA generation of our business both Moody’s and Fitch, change their rating outlook from stable to a positive outlook. At the rate, we expect to pay down our debt and bring our net leverage further down. We believe we are on target to achieve an investment grade rating sometime by the end of fiscal year 2022. Regarding our cash return strategy, we are continuing to provide more cash return to the shareholders. Just today, we announced a dividend of $43.7 per share, our third largest dividend increase by increasing the dividend by 5.8% sequentially, and 18.75% over a year ago quarter. And in the coming quarters, we expect to continue with more actions to increase the cash return to shareholders. With that, operator will you please poll for questions?
Operator:
Absolutely. Thank you so much. [Operator Instructions] And our first question today will come from a Toshiya Hari with Goldman Sachs.
Toshiya Hari:
Hi guys, thank you so much for taking my question and congrats on the strong results. Just wanted to ask about gross margins in the June quarter and the outlook going forward, clearly very strong results in the quarter, with margins coming in above the high end of guidance, curious, what drove the upside vis-à-vis your expectations? Was it primarily utilization rates? Or was there something else behind the beat. And, Ganesh you talked about, you guys performing already in line with your long-term model, as you think about, your ability to expand gross margins going forward. And as you in source I guess both front end wafer processing as well as assembly and test, how should we think about the potential upside there going forward? Again, in terms of gross margin. Thank you.
Ganesh Moorthy:
Let me have Eric respond to the first part, and I’ll respond to the second part.
Eric Bjornholt:
Okay, so your gross margin on the quarter, we are utilizing our manufacturing resources, fully at this point in time, we have more orders, and we know what to do with. And with that we’re being quite efficient in our manufacturing operation. So it’s really, best utilizing our capacity. And we’re obviously continue to make investment in capital, bringing that online as quickly as we can, increase in the percentage of assembly and test that we do internally. But the major driver was just effective utilization of what factories and equipment that we have.
Ganesh Moorthy:
To your second question, give us some time to put some thought into how we see gross margins building over time, what the long-term model should be. And we will come back to you later this year with a more complete picture of what that will be and what the drivers will be. Many of them are what you just described, which is as we do more in sourcing. There’s a richer product mix that comes into play, there’s pricing discipline. Those are all going to be important parts. But we need some time to process where we are, where we can get to, how we get there and then we’ll come back to you with some numbers.
Toshiya Hari:
Understood. Thank you.
Operator:
Thank you. And next we’ll hear from John Pitzer with Credit Suisse.
John Pitzer:
Yes, guys, congratulations on a strong results. Thanks for let me ask the question. Ganesh, it’s pretty astounding that disti inventories are now down to 20 days, it kind of makes the disti model, kind of a little bit less valuable. I’m kind of curious, what is the risk that your end customers can’t rely on disti and so there’s more of an inventory build going on there, then you can see, one. And two, on the more positive, given what’s happening in disti and this idea of just in time inventory management, going to just in case, do you see yourself getting closer to end customers over time, strategically? And what might that mean for margins?
Ganesh Moorthy:
John, the distribution inventory is low, in part because we are constrained right? So distributors continue to serve as customers. But we are not able to help them grow their inventory. At some point, we will be able to as we get our production up to be able to ship them more for them to help build that. But for the moment, neither their customers nor distribution has the ability to grow inventory in any meaningful form. When we look at, where are the number of customer requests we’re getting either direct or indirect through distribution on shortages, lines downs and all that, it’s pretty well represented across the spectrum. It isn’t that one group of customers is doing better than the other. There are a large number of customers who are unable to get what they want, and are in the short or medium term, trying to get more product. In some cases trying to get product through, more than one source if they can, but the constraints are all over the place. And so I’m not seeing channel inventory or customer inventory building in a way that, you can read something into the distribution, days of inventory.
John Pitzer:
And Ganesh, so my second half of the question does this change the distribution model structurally for you, and is there an opportunity to get closer to customers, and maybe capture some of that disti margin that you’re giving them now?
Ganesh Moorthy:
So, we have 125ish, 125,000 or so customers we serve. Clearly distribution is an important part of that model to reach that long tail of customers. And customers make the final choice on where do they want to buy, they have an opportunity to buy direct, they have an opportunity to buy from our web channel, they have an opportunity to buy from distribution. And they buy from distribution when they see that the value that distribution is bringing them in support, in payment terms and pipelining of inventory and other ways that distribution adds value is good for them. But, we continue to serve customers through the channel that they find to be the most effective for them. And if that is someone who wants to move direct, so be it for someone who wants to stay with channels, so be it. But whatever relatively channel agnostic and what we’re doing, clearly in a time of escalation, more distribution customers are reaching through directly to us to get help. But that does not necessarily mean that they will shift off of distribution and then to us directly.
Eric Bjornholt:
John, I will add that carrying inventory for customers is only one part of the value that distribution provides. And clearly, they have very low inventory today. Also to do with our inability to shape but that’s not the only value distribution provides. They provide kitting, payment terms, programming, they provide all sorts of services for which they charge. So, I think distribution will continue to be an important element of Microchips go-to-market strategy, which reaches a very, very long tail.
John Pitzer:
Okay, Eric. Thank you.
Eric Bjornholt:
Welcome.
Operator:
Thank you. And next, we’ll hear from Vivek Arya with Bank of America Securities.
Vivek Arya:
Thanks for taking my question. You gave a 3% to 7% on sequential growth rate for the September quarter; it’s kind of in line with the sequential growth rates, we have seen in the last few quarters. Is this being really driven by supply growth, and if that is the case, how should we think about incremental supply that could come online in the next several quarters? Because I believe Ganesh has said that you expect to grow sequentially for the next four quarters, if I heard correctly. So, should we be keeping this 3% to 7% sequential growth rate in mind, as we try to model out the next four quarters? Thanks.
Ganesh Moorthy:
So, I want to be clear, we’re not providing any kind of guidance that goes beyond the September quarter. We are clearly working on supply improvements. And today, all of our growth is constrained not by demand, but by supply. There are supply improvements were making that are in our control, which is what runs through our manufacturing internally, what we are doing there to increase capacity in each of our fabs at our assembly, our tests, we’re working with our supply chain partners who bring us materials and all of that. And we’re working on capacity improvements with our partners that we do outsourced work through. So, I think, we’ll give you the quarter-by-quarter growth, as we get to the guidance for the December and March and June quarters and all that. But I think what we do see is enough capacity coming on in the subsequent quarters. And the timing is a bit hard to call because, we don’t have a stable environment in which we know exactly what equipment will come on, when will bring on the capacity and all that. But we’re confident enough in how we see capacity coming on that we do expect that each of the next four quarters will have growth in there.
Vivek Arya:
Thank you.
Operator:
Thank you. And next we’ll hear from Ambrish Srivastava with BMO.
Ambrish Srivastava:
Hi, thank you. Can we get back to the PSP program? I think you we’re 44% of the business was under that and Ganesh you said over 50% is there a natural feeling to this? And it kind of tied to that getting back to the capacity. And this must be a tougher equation to get to, is it’s a very fragmented industry, both microcontroller and analog. So, how do you balance capacity increase versus what others are doing, it’s not like DRAM, but there’s only three guys and everybody kind of thinks they know what the other person is doing. So, Ganesh and Steve, how do you balance the capacity increase versus down the road when there could be a potential oversupply?
Ganesh Moorthy:
Let me start first on the PSP question, right. Our PSP backlog exiting the June quarter was over 50%. And it grew throughout the quarter. And we have customers continuing to enroll in the program, as well as extend the time that they’re providing us the backlog. But, the metric is really something that was important to us to convey during the early stages of launching the PSP program. And so at this point in time, rather than trying to provide a, month-by-month or quarter-by-quarter update, it’s a part of our normal business that we’re doing. Certain capacity corridors, as I’ve explained, are 100% booked already, and we will just manage it, it gives us visibility, it gives us a better ability to service those customers who have long-term backlog that they can place, that are not just non-cancelable. That was the whole objective of what we did. And then to your second question, in many ways, PSP is one element of what we have, that helps us to make sure that the other side of the cycle whenever it is, can be managed well. We’re also bringing capacity on, in measured steps, we’re not trying to, get all of the unsupported done in a short period of time. So every quarter, we’re increasing capacity. And so combination of what we’re doing with measured steps and capacity, what we’re doing with the PSP program, and all of that gives us reasonable confidence to be able to manage the cycle in such a way that we don’t get over committed on the capacity side.
Ambrish Srivastava:
That makes sense. Thank you.
Operator:
And thank you so much. Our next question will come from Harsh Kumar with Piper Sandler.
Harsh Kumar:
Yes, Hey, guys, first of all, congratulations on the stellar results. I had actually a couple I want to go back to the question that Vivek asked about growth for the next four quarters. So, let me see if I understand this correctly Ganesh, you expect supply constrains for the next four quarters. But you also expect demand environment to remain pretty solid or robust. And therefore you’re pretty comfortable forecasting growth for the revenue growth in the next four quarters, are you just referring to that you will have enough supply to be able to meet your demand exist?
Ganesh Moorthy:
We have a very strong demand backlog on us. We have a substantial portion of PSP backlog on us. We continue to have a large amount that were – that is unsupported. So the demand environment we see is very, very strong. Now, the balance is really what can we supply? And how much can we bring on? And our supply lines as we can see continue to give us the ability to bring more supply on quarter-after, quarter-after-quarter for at least the next four quarters, giving us that line of sight into having the capability to take advantage of that demand and grow every quarter.
Harsh Kumar:
Understood, thanks for that clarity. And then for my follow-up, maybe one for Steve. Steve, so everybody in the semi industry that’s established like yourself, otherwise guys are talking about the cash flow strategy more and more in cash from accounting, but at the same time, there’s very good growth in the industry. So, we appreciate the cash return. But with the industry still growing, why not use some of that cash for things like acquisitions? Or maybe other things like growth? Just could you help us balance that argument?
Steve Sanghi:
I think, the way we have described before is that, we begin our acquisition process back about 13 years ago, when we were, well below a $1 billion company. And we were I think we were probably worth only $700 million, $750 million company. And we were trying to scale the business 10x, so that we don’t have a competitive disadvantage against a larger competitors. So TI is still larger, but many of the others in Infineons and STs and Maxim’s and ADIs and, we’re really caught up to all of them in the last 12 or 13 years by scaling the business almost 10x at the current quarter guidance, we’re running somewhere in excess of $6.5 billion. And we wanted to do that, while building a portfolio of products around the microcontroller so that we can provide the entire total system solution to the customers, having analog some memories and some connectivity, USB, Ethernet, Wi-Fi, Bluetooth, in all that power management and everything else. So those two things we accomplished. We scale the business almost 10x and we acquired a organically build all these products to be able to complete customers solution. So at this point in time, and I think we have said a couple of times that we don’t find the next acquisition to be necessary. Given small acquisitions here and there tuck-in tied, if the opportunity arises, we would but we’re not really working on and looking at any large acquisition, because that’s strategically not needed today. We have enough product portfolio and we’re working very hard to train our sales force and customers to be able to use the entire total system solution from Microchip and show the organic growth. And as we adopt that strategy, and as we pay down substantial amount of debt already, and continue to pay it further, then you have a larger, somewhere around $1.5 billion burning hole in your pocket. And what do you do with that? You’re seeing, why don’t we acquire, and I’m seeing, we do not find that strategically needed today. So, what we’re planning to do is, as we achieve the investment grade rating, and as the debt level comes down further, then we start getting larger and larger amount of cash back to the shareholders, some in the form of dividend and some starting buyback program. So, that’s sort of the summary of where our current strategy is.
Ganesh Moorthy:
And Harsh if I may add to, in with respect to your question, I think any OpEx or CapEx that is needed to grow the business is part of what we’re doing every quarter, right, that’s in built into our business model. It’s really then the capital allocation of, what we do beyond that that Steve was describing.
Steve Sanghi:
And some of the smaller companies, maybe acquiring, I think, the really sort of cutting edge strategy, which we concluded in the prior 13 years, when they were not buying and maybe they’re buying something today. We don’t do something because somebody else is doing, I think, we had a laid out strategy, we completed that phase. And that part of the strategy is no longer important. So therefore, we’re going to the next phase.
Harsh Kumar:
Got it. Appreciated, guys. Thanks.
Operator:
Thank you. And next, we’ll hear from Harlan Sur with JPMorgan.
Harlan Sur:
Good afternoon and congratulations on the strong results and execution. Back in early May, I think the team had said that the demand trends were 40% above your ability to supply and then by late May, the gap had widened to 50%. It sounds like the gap either remained extended or may have even expanded. So if you can just give us a sense of how wide the demand supply gap is today as it’s sitting above 50%. And it sort of seems as if we move into the second half of the year, demand is only getting stronger. You have areas like data center and enterprise, for example, which were weak last year and into the first half of this year, which are starting to pick up any other end markets where demand is strongly accelerating from a softer first half?
Ganesh Moorthy:
So, Harlan first on the, the unsupported backlog. Exiting June, that unsupportive backlog was higher than what it was both what they said in our conference call as well as where it was, at the end of March. The demand increase in the June quarter outpaced the supply improvements we could make. And hence, we expect, as we go in through September, every indication we have is that the percentage of unsupported exiting September will be higher than where it was at the end of June. So that trend continues. We are not seeing demand and supply starting to converge, or get into any kind of balance itself. Was there a second part of the question?
Harlan Sur:
Just in terms of end markets that were weak either last year and into the first half of this year, for example, like data center and enterprise, which feel like they’re starting to accelerate as we move into the second half? Is that a dynamic that you’re seeing in any other end markets where demand is strongly accelerating from maybe a slightly softer first half?
Ganesh Moorthy:
So, as we said, all end markets were strong as we went through the June quarter. Some have been strong in prior quarters as well. We don’t track end markets on a quarter-to-quarter by end market basis on it. But anecdotally, some of what you’re saying is correct. And we do see strengthened data centers in the second half of the year. And I don’t recall what the year-over-year comparisons were on them. But right now, there is no market that is, feeling weak.
Harlan Sur:
Great, thank you very much.
Operator:
Thank you. And next we’ll hear from Gary Mobley with Wells Fargo securities.
Gary Mobley:
Everybody, thanks for taking my question. Want to ask about some long-term supply agreements that may support that 60% of your sales that are sourced externally in the front end side and the 40% on the back end side. I know some of your competitors are entering LTSAs and in quantifying them and SEC filings and I haven’t seen your queue yet. But have you guys officially entered into more LTSAs, and maybe you can just sort of give us a sense of, how they rank relative to your sales, or how they rank relative last quarter. And then on the flip side of the coin, I was curious to know what your financial penalties may be for those customers that have entered to non-cancelable, non-returnable backlog agreements you guys?
Ganesh Moorthy:
So with respect to LTAs right, we have a range of how we have those agreements, I don’t believe any of them have been big enough to be in our queues. So, you’re not going to see something there. That we have a long set of partners both on the front and the back end, we’ve worked with them quite constructively, at this point in time. So that’s where we are on at in terms of our capacity for 2022 and beyond and what we need to do to secure it. On the NCNR agreements themselves, those are, there’s a legal agreement, that’s a purchase agreement that we enter into, which have, obligations on our side, obligations on the customer side. And, we’ve had these, this is not new. We’ve done this for many, many years on a smaller subset of our business, and we have not found problems and enforcing the NCNR portions of our purchase contracts.
Gary Mobley:
Makes sense.
Operator:
Thank you. [Operator Instructions] Our next question will come from William Stein with Truist Securities.
William Stein:
Great, thanks for taking my question. I’ll add my congrats on the great results and outlook. First, I’d like to have clarification around capital allocation. What is your target leverage ratio? When would you slow down or stop the debt repurchases? And what would be the plan after that? Because naturally, you typically get to a certain leverage ratio, if you’re continuing to grow EBITDA and that adding debt and you wind up, having that debt ratio continued to decline. So, I’m wondering if you can clarify the plans around sort of tapering the debt repurchase.
Ganesh Moorthy:
Okay. Well, I’ll start and Steven going to ask and can add on to this if they want. So, we don’t have a stated target for our net debt to EBITDA. But we’ve made it very clear that we’re focused on achieving an investment grade rating. And, believe that that’s something that we can achieve in this fiscal year, independent decision, obviously, by the rating agencies, but we’re making good progress on that. And even once we get there, you shouldn’t assume that we stopped paying down debt, we will continue to pay down debt, but we’ll have more flexibility to increase dividends more or have a stock buyback program, and you’ll flex that as it’s appropriate for our business. So Steve, what would you like to add to that?
Steve Sanghi:
Yes, I think you said it well, the board has not defined a bottom number for the debt leverage at which we will essentially start paying down debt and give 100% of the cash back. They have not really defined that number. In future they might. In addition, even if we add Sundays stop paying debt. As a business rises and EBITDA rises, the leverage will continue to come down without even paying the debt, which was one of your point also. So that’s where we are, I think it’s a work in progress, we keep giving you update every quarter. We’re getting fairly close to the investment grade rating. In my comments, I said, by the end of fiscal year 2022, which is March next year, again, it’s a independent decision by the rating agencies, but we expect that, we achieve the financial and leverage metrics, which should get us there by then. And at that point in time, the board will have lot more flexibility to give a, to start a buyback program and also increase dividend. That’s where we are today.
Ganesh Moorthy:
I’d just add to that, but we have made significant increases in our dividend in the last three quarters, and it’s up 18.8%, year-over-year with the three large sequential increases that we’ve made. So we’re definitely heading in the right direction from a capital return standpoint, but the next step is investment grade, and then we’ll take it from there.
William Stein:
Great. One more if I can, we’re in this environment, you could – some people describe it as peak, some people describe it as peaking or extended peak, or there’s a lot of ways to think about it. But it’s certainly a very good part of the cycle and maybe raises questions as to how close to rolling over we are. I wonder if you could maybe highlight for us, how you compare this cycle to others, which prior cycles this one reminds you of? And what are sort of the key signs you’re going to be looking for to provide a warning to yourselves around how to manage the business for a fade or role in the cycle? Thank you.
Ganesh Moorthy:
I don’t think this one resembles any prior cycle. And to some extent, many of these extraordinary cycles are all unique in and of themselves at the question of what precipitated them and what is happening. So, this is a cycle unlike one we have seen before, for many reasons. We constantly look at a set of internal indicators to look ahead and peek around the corner to see when is something possibly changing. They run the gamut of bookings, billings, sell-through, the rate at, which customers are able to have confidence in what they’re placing with us in backlog. Our anecdotal conversations with the executives of many of our customers of our channel partners. So, it’s a process of many, many points of data, that we as a team meet on a weekly basis and compare notes and see what we see, in terms of what does the data tell us? And historically we’ve been able to see things early. I hope we will do the same this time too. At this point, there is no indication of any early warnings.
William Stein:
Thank you.
Operator:
Thank you. And next we’ll hear from Janet Ramkissoon with Quadra Capital.
Janet Ramkissoon:
Congratulations, guys, nice quarter. I was wondering if you might be able to give us any insights on what your demand might be from China, or just more in terms of what the trends are, and what you see going forward and also, if you can make some comments about what you see in the auto industry specifically? Thank you.
Ganesh Moorthy:
So, China is part of our reporting for Asia. In fact, it’s a substantial portion of our Asia revenue. I think it’s about two thirds or so of that revenue. We reported that that geography grew 11% last quarter, a little over 11%, it is performing as we expect, it remains strong. So, there are no China demand issues that are visible and then what we see. With respect to automotive, we are continuing to increase the shipments to automotive. We are shipping well above where we were pre-pandemic, but the automotive demand also is quite substantially higher. It is a matter of they have many, many companies that supply product to build a car and so you do hear about factories shutting down and customers not able to build what they want. And we are providing the products that we can provide at a rate that is consistent with our manufacturing. But we’re still short to what automotive would like to buy for their growth and for their growth plans.
Janet Ramkissoon:
Thank you.
Operator:
Thank you so much. And next we’ll hear from Chris Danely with Citi.
Chris Danely:
Hey, thanks, guys. Actually talked about all these cycles being different and we read all these headlines about worst shortages ever. And apparently, the politicians are going to try and make sure that there’s never any cycles and semis again, I just appreciate your guy’s perspective. Do you think that this is a – I guess the worst upturn ever from a customer standpoint? Or I guess, alternatively, you could argue that it’s the best upturn ever from a semiconductor supplier? And are you guys looking to do anything differently? Or is the industry looking to do anything differently in future cycles that prevent these kinds of shortages? Or do you think that this is just the normal course of business?
Ganesh Moorthy:
There were an extraordinary set of circumstances that got us to where we are. The pandemic was one part of that, the trade and tariff issues the year before that was another part of that. And then make not only create a demand side – sorry, supply side issues, but created a lot of money that consumers had, and they wanted to spend it, and they spent it on things that required electronics for it, they required things to work out of the home. So, I think there are all kinds of factors that came into where we are. And, of course, many customers in uncertainty in the pandemic took their demand down and then realize that they’re taking it down too far. I don’t know what the future brings. Clearly many of our customers are thinking through, how should they – from an inventory standpoint, be preparing themselves, so that they are able to run more stable through the cycles, et cetera, and where they go. I think there is a continued strong demand where people are building and selling through what they’re doing. I don’t know what the shape of the next cycle would be. And more importantly, what would be the causes of the next cycle? And I think to a large extent, those will determine what the responses will be. And I certainly don’t think government help is going to be the answer to any of these cycles. And from usually, when a government begins to think of something, the cycle is long passed before they can even act with respect to that. So, I am very confident that the industry, through many, many, many cycles, has figured out how to make adjustments and how to build in such a way that is consistent with where the market is at. And they will do the same in this cycle. I don’t know, Steve, you’ve got longer years on this than I do?
Steve Sanghi:
Well, I think in the last several years, we have read reports, people calling the end of cyclicality in the semiconductor business, there’ll be no more cycles, I think all that is wrong. Like Ganesh said, the events that precipitated this cycle could not have been forecasted two years ago. So, when that happens, and it put a major pressure on the industry from both sides, decreasing the supply line and increasing the demand, in certain cases driven by work from home and medical and other. It created this supercycle that we haven’t seen in 40 years. Similar other situations where to come in five years from now, 10 years from now, it will create a cycle again. So those cycles have really not been repealed. People will make some adjustments, maybe keep larger inventory, and do some other things. Some people are trying to get long-term agreements for supply. But it’s not predictable how much supplies needed five years from now, and many of those agreements you will see will have a bad ending. If there is a recession, people are not going to need that product. There’ll be their excess inventory, pay for play agreements don’t work out very well usually.
Chris Danely:
Got it. Thanks for the perspective guys.
Steve Sanghi:
Thanks.
Operator:
Thank you. And our next question will come from Raji Gill with Needham and Company.
Raji Gill:
Yes, thanks for taking my questions and congratulations, as well. A couple of questions, if I may, one on the pricing environment, last quarter, Ganesh you had mentioned that you were engaged in some price increases, and that was reflected in the revenue. I’m wondering how you’re describing the pricing dynamic this quarter. How is that affecting the revenue? How is that affecting kind of the gross margin improvement on a sequential basis as well?
Ganesh Moorthy:
Sure. So the price increases largely have a template to pass on cost increases that we’ve had. And we continue to get cost increases on a pretty regular basis in the current environment, depending on what the material or the product that we need to buy and as they come along, we don’t do it all instantaneously. We will batch it and figure it out points at which we will do the increase in prices to go with it. And so that’s a continuous process, and as and when it is needed, in terms of us collecting the data. And at this point in time, there’s nothing in our pricing, thought process that would be different from what I said three months ago. If there is a need, if there are costs increases that we cannot absorb. We patch it at some point in time, and we pass along the price increase.
Raji Gill:
And for my follow-up, you had mentioned that you will have capacity to support revenue growth in each of the next four quarters. I was wondering if you could elaborate further in terms of the capacity increases, is that coming on the foundry side on the test and assembly, which areas do you think are easier to get more capacity, which areas are harder? I would think that the foundries have been reluctant to spend on kind of laggy edge nodes. So on the wafer side, it might be a bit more challenging, but it any color specifically in terms of the capacity. That would be helpful. Thank you.
Ganesh Moorthy:
The area we have the most. And the where we have been investing for multiple quarters is in our internal factories. So, we expect that there will be more help coming, where we have more control, which is in our fabs, our assembly and test factories, et cetera. It doesn’t mean we’re not getting anything from our partners we are, it’s selective, it’s really depends on the situation and where we’re getting. But it is correct that more help is coming from the factories, we control them from our foundry and assembly, test partners.
Raji Gill:
Appreciated. Thank you.
Operator:
Thank you so much. Next we’ll hear from Matt Ramsay with Cowen.
Matt Ramsay:
Thank you very much. Good afternoon, guys. Two questions a little bit unrelated. One is a follow up on pricing Ganesh, from the last question. And given what the margins are, you’re obviously going to be able to pass on some of the higher input costs to customers. But if the input cost situation were to change and come down a bit, with the long-term agreements that are you’re putting in place under the PSP program, how stable or durable or how much length is there to some of the new pricing negotiations you’re having? Or do you expect those to sort of moderate as input costs moderate if and when they do? And the second question completely unrelated, is, I noticed some press releases about silicon carbide from you guys. Within the last week, it seems like a much more expansive program than you might have had in the past. Is that the right read? And I guess how important of a program is that for you guys going forward? Thank you.
Ganesh Moorthy:
Okay. So on the pricing front, right, I mean, I think there is no insight into which way input costs are growing. At this point in time, every indication is that input costs are going up in 2022. And we’re already starting to hear of input costs going up in 2023. If and when there is a change in the trajectory of input costs, we will relook at it at that point in time, and so nothing to really say about input costs, changing directions at this point in time. In regards to Silicon carbide, it is a program that is important, has focused, and we have been bringing out products on a pretty consistent basis there, and is an important part of our growth strategy is to capitalize on the markets, which have both industrial and automotive components with industrialized realizing revenues sooner. By bringing the benefits of silicon carbide to those markets, they go nicely hand in hand with many of our microcontrollers that play into these power conversion opportunities, which is where silicon carbide plays. So yes, it’s, we haven’t made a big deal of it. But it is an important product line and important initiative for growth for us.
Matt Ramsay:
Thank you very much.
Operator:
Thank you. And next we’ll hear from Chris Caso with Raymond James.
Chris Caso:
Yes, thank you. Good evening. I wanted to ask a bit more about what you’re talking about earlier, about relying a bit more on internal capacity as opposed to foundries going forward. First, what happened within the industry that is kind of causing this shortage in foundry and we recognizing that the industry really didn’t – foundry industry didn’t really expand capacity and lagging edge nodes in the past? But why are we at the point now? Where there’s just none left and no willingness to extend that. And then following that, if you are going to increase your reliance on internal capacity, how is it that you stay within the same 3% to 4% of revenue CapEx model? How does that work going forward?
Ganesh Moorthy:
So, first of all, I think, in the – from an industry perspective, it’s just the rate of growth that foundries seeing on these lagging edge technologies is so far ahead of any normal planning that they have done. That – it’s overwhelming, what the capacity available is? Well, the normal reaction you would say is, well, why aren’t they building more? Well, the economics of that for the foundries and the opportunity cost versus other capital objectives that they have, don’t always lend themselves to saying that trailing edge capacity is where they want to be invested. It’s not that they’re making no investments, they are, but they’re not fast enough. And they’re not at a rate for products that we consider to be important for us. Now, we’re not doing it across the board, we’re just picking and choosing places where we think there is significant constraint for us, our opportunity for us to make that investment. And that is true not only in the fab, that’s true in assembly and test as well as to why we’re doing it. And what we’re seeing. It will mean that we will continue to use all of the capacity available from our foundry and assembly test partners. Plus, we will try to make sure that we have where we can additional capacity to be able to not be constrained by what is available only from our outside partners itself. In terms of the CapEx itself, I mean, you’ve seen – if you go back and look at our history, last 5, 10 years, you’ll find that we have gone above and below that 3% to 5% – 3% to 4% number, I think the two years previous to this, we were at about 1%. And that’s where the cycle was, that’s what we needed in that. So, I think a three year look, gives you a better sense. And we could spend more than 3% to 4% in any given year, as we look at investing at a time when that need is there, and then we’ll breathe with that capacity and let it all build out over that time. But at this point in time, that’s what we feel comfortable with. If that changes in time, we’ll keep you posted. But all this capital that we’re investing, all the capacities we’re bringing on, all of it, we think will be accretive to our gross margins, and will enabled growth that we would otherwise not have had, if our only choice was to take it outside.
Steve Sanghi:
I’d like to clarify that the foundry part of the answer. Ordinarily, when the industry has a normal kind of growth rate, whatever it was over the last 10, 15 years, usually movement to the faster node by the leading edge guys, kept freeing up enough trailing edge capacity. So that the trailing edge guys didn’t get constrained, because the leading edge capacity of today is a trailing edge capacity of five, six years down the line. And that’s how trailing edge capacity became available, because it was originally built for people who wanted more leading edge. And then many years later there was available for the trailing edge. But when the industry grew this year, at the rate it has grown, most companies have announced year-over-year growth rates of 20% plus our September guidance is I think about 25% up versus same quarter a year ago, then that is a growth rate on the trailing edge technology is much, much higher, then really what would become available through ordinary process of nodes moving up. And so therefore, the leading edge capacity is constrained also today, it’s not like there’s all the capacity available at 40-nanometer and 28-nanometer, they’re all constrained also. But foundries are willing to add capacity on the more leading edge nodes then they are on the trailing edge given the choice of the capital allocation and their priorities they are working on more relieving the leading edge capacity, leaving the trailing edge much more constrained because of the such an aggressive growth if the growth of the industry returns back to a much more normal over the 10 years, then it’s quite possible that the trailing edge capacity will not be as constrained again.
Chris Caso:
Thank you.
Operator:
Thank you and our next question will come from Christopher Rolland with Susquehanna.
Christopher Rolland:
Hey guys, thanks for the question and good quarter. What’s the plan around disti inventory? Do you guys plan to increase that from 20 days kind of ASAP? Or is this on hold as you kind of service your PSP customers or direct customers first any color there on your timing around replenishment.
Ganesh Moorthy:
We don’t drive distribution, to what inventory they should carry. The numbers we report are, what their decisions are, both in terms of what they see as a demand, but in this – in the current condition, what they see as the supply available to them. PSP customers are coming to us as much from distribution as well. So, I would not take PSP and say it’s direct customers; only, many, many customers who are distribution customers are placing PSP orders on it. The issue is that when demand so far exceeds supply, you cannot build inventory internally or in the channel at that point in time. So, until we get to the point, where we can help provide more product than they’re shipping out. Distribution inventory is not likely to go up.
Steve Sanghi:
We’re shipping higher and higher amounts for distribution every quarter, but it sucks out the door, because of the strong demand for sales out. So, because the supply is so constrained, you cannot really build inventory anywhere.
Christopher Rolland:
Yes, understood. And this is definitely a longer term question. But is there any point or condition when you guys would ever consider a 300-millimeter fab? For example, on has the same revenue as you guys and has one? Or is it something that given your product sets and the volumes that you guys have and the runs that you guys have that you wouldn’t have any interest in?
Ganesh Moorthy:
No, there are scenarios in which a 12-inch fab may make sense for us. But there’s nothing really to talk about at this point in time.
Steve Sanghi:
The company you mentioned is not a good example for us, our operating margin is higher than the gross margin.
Christopher Rolland:
Yes, lot more way for sure. Thanks, guys.
Operator:
Thank you. And we’ll take a follow up from Harlan Sur with JPMorgan.
Harlan Sur:
Yes, thank you for taking my follow-up. In terms of potential uncertainties, unfortunately, we are seeing in resurgence in COVID-19 Delta variants, Southeast Asia seems to be quite impacted your idea of assembly, wafer and final tests in the Philippines and Thailand. Some of your sub cons are in Malaysia, which is probably the hardest hit, the team managed through COVID-19 shutdowns very well last year. But for the recent surge, how’s the team mitigating the potential for supply chain disruptions?
Ganesh Moorthy:
So, firstly, taking our own internal factories, right. So many of the protocols that we implemented last year, to operate safely to have backup plans if people need to be inside of the factory and all that is normal part of our contingency planning. In addition, we have taken steps to accelerate how vaccines can be brought in and deployed. So for example, over the course of last week, and this week, a substantial portion of our Thailand factory is going to be fully vaccinated. We’re taking steps to get preventative things we can do. We’re trying to do the same thing in the Philippines and then we have some, some challenges to overcome to get there. We’re working with our factory partners. And, from where they’re operating, there are challenges. So far, nothing is really a major enough issue for us to result in significant loss in production. So as that data unrolled, and as we see what the rules and regulations are, we will manage around it. And as best as we can we have contingency plans. But I know it’s – there’s no, answer which says we have all scenarios thought through so far no major issues. And we’re okay with where things are at, but being prudent on where things might go.
Harlan Sur:
Absolutely. Thank you.
Operator:
Thank you. And that concludes today’s question-and-answer session. Mr. Moorthy at this time, I’ll turn the conference back over to you for any additional or closing remarks.
Ganesh Moorthy:
I want to thank everybody for attending the call today. We have several investor events coming up over the next month, month and a half of timeframe. And we look forward to talking to many of you at that point in time. So thank you.
Operator:
Thank you. And this concludes today’s conference. We thank you for your participation. You may now disconnect.
Operator:
Good day, everyone, and welcome to Microchip's Fourth Quarter Fiscal 2021 Financial Results Conference Call. As a reminder today's call is being recorded. At this time, I would like to turn the call over to Microchip's Chief Financial Officer, Mr. Eric Bjornholt. Please go ahead, sir.
Eric Bjornholt:
Thank you, and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual and events may differ materially. We refer you to our press releases of today, as well as our recent filings with the SEC that identify important risk factors that may impact Microchip’s business and results of operations. In attendance with me today are Ganesh Moorthy, Microchip’s President and CEO; and Steve Sanghi, Microchip’s Executive Chairman. I will comment on our fourth quarter and full fiscal year 2021 financial performance. Ganesh will then give their commentary on our results and discuss the current business environment, as well as our guidance. And Steve will provide an update on our cash return strategy. We will then be available to respond to specific investor and analyst questions.
Ganesh Moorthy:
Thank you, Eric and good afternoon, everyone. Our March quarter was also strong by every key metric, closing a tumultuous fiscal year on a very positive note, which was otherwise dominated by the effects of the COVID-19 pandemic. March quarter revenue was an all time record at $1.467 billion, growing by 8.5% sequentially. Non-GAAP gross margins were another record at 64.1%, up 110 basis points from the December quarter as we benefited from improved factory utilization and product mix. Non-GAAP operating margin is also a record at 40.7%, the first time we have broken through the 40% mark. Our journey towards our long term business model of 65% gross margin and 42% operating margin is off to a good start, but still has a lot of hard work ahead of us to achieve. Our consolidated non-GAAP EPS was above the high end of our guidance at a record $1.85. EBITDA was very strong and achieved another record at $652.3 million, continuing to demonstrate the robust profitability and cash generation capabilities of our business through the business cycles. The March quarter also marked 122nd consecutive quarter of non-GAAP profitability. I would like to take this occasion to thank all our stakeholders who enabled us to achieve these outstanding and record results in the March quarter, and especially thank the worldwide Microchip team whose tireless efforts not only deliver our fine strong financial results, but also supported our customers to navigate a difficult environment and who worked constructively with our supply chain partners to find creative solutions in a hyper constrained environment. Reflecting on our fiscal year 2021 results, we achieved a number of highlights and records in the last year. Revenue was a record at $5.438 billion, non-GAAP gross margin was a record at 62.8%, non-GAAP operating margin was a record at 39.6%, and non-GAAP EPS was a record at $6.59. All in all, the record March quarter results and the record March ending fiscal year 2021 results marks a seamless transition between Steve and I as we each embark on our new roles to build the next phase of Microchip's long term success. I'm truly fortunate to be the beneficiary of Steve's years of managing Microchip for the long term.
Steve Sanghi:
Thank you, Ganesh and good afternoon, everyone. Today, I would like to provide you further updates on our cash return strategy. But before I do that, I would like to say, how I continue to be very proud of all employees of Microchip that have delivered a flawless quarter and making new records in many respects
Operator:
We'll take our first question from Mark Lipacis with Jefferies.
Mark Lipacis:
Steve, I had a question for you about the PSP program. On the surface, it seems like you instituted this program to help customers on a more tactical basis. But I wonder if you believe there are secular drivers that ultimately may have led you to PSP kind of program anyway. And do you think -- now that you have this program, do you think it becomes a more permanent part of your standard operating model going forward?
Steve Sanghi:
Well, going back to as we implemented the program and why we implemented the program, let's kind of revisit that history. The backlog was so strong and constraints were so widespread as Ganesh mentioned in his 40 year career and mine, 42 plus year careers, we have never seen this kind of shortage in constraints in the semiconductor industry. So the question really became how do we take our key customers in various segments, not only automotive but industrial and communications and data centers and PCs and all and allow them some mechanism where they can get preferred supply of parts, and it's something in it for them and something in it for us. And the design of that program became this Preferred Supply Program in which we asked that if you could give us 12 months of noncancelable nonreschedulable backlog, and there is a tremendous benefit to Microchip, we could buy supplies ahead, we could hire people, we could make capital investment, we could do all these things with the assurity of a very, very large, solid, noncancelable, nonscheduleable backlog, that's a benefit to us. And what the customer gets is after six month period, and we did that six months period because we don't want to create a lot of churn in the first six months, and there was more availability of capacity after six months. So at that point in time, we said anybody who gives a PSP backlog, they will get the preferred supply. And if there is any shortage at that time, it will be spread among the non PSP customers. So long answer, but that's really how the program came about, not knowing what the acceptance would be and the results just have been absolutely tremendous. We have billions of dollars of PSP backlog, 44% of the total backlog on some of the most constrained supply corridors the PSP backlog is almost equal to 100% of capacity. So you can see the advantage where we could go ahead, make those investments or buy additional equipment. Now leading then to your question, could this become a permanent landscape. I think it will depend largely on the experience of our customers and Microchip together in the year as we progress. When the cycle ends on the other cycle, when there is a lot of capacity available, customers may not be willing to make a year long commitment that is nonchangeable. So that's what the customers would be thinking, but the environments go come back and forth. So our intent would be to show the customers how well we serve them because they had PSP and what the benefits are if they continue with that program going forward. And I think -- let Ganesh comment on that, it's really going to be how we manage it going forward.
Ganesh Moorthy:
So my view is we're in the early innings of PSP. We've just launched it. It's a couple of months. It's going extremely well. I think we continue to make fine tuning of the program. And it's too early to tell how long term it will be. I think for many, many customers they've learned in this cycle that running low on inventory or low on backlog visibility can have extreme impact on their business. And so give it a few more months, let's see how it looks.
Steve Sanghi:
A lot of buzzwords, programs the industry develops some of them last for a short period of time in a cycle or so, and some of them last a very long period of time. I think you're seeing the beginning of the end of the word, GIT. The losses in the industry by our customers due to constraints are so large that they have lost more money than all the money they save for a decade on GIT. And that could be the long term benefit where industry plans better rather than just in time give me 50% more, where does it come from and lead times are very long.
Operator:
We'll take our next question from Vivek Arya with Bank of America Securities.
Vivek Arya:
When investors look at this extreme level of supply demand imbalance that their reaction is that this will surely create a hard landing. And I'm curious to get your perspective, Ganesh or Steve, that will the situation be resolved in an orderly way? When does the industry get back to a more balanced environment? What is your visibility into inventory at your end customers? Just when do we get back to normal and what does normal look like, or is there a hard or soft landing that you had to go through?
Ganesh Moorthy:
We do not have a line of sight for when things get to be normal. As I mentioned, the gap between demand and supply grew in the March quarter and continues to be quite large. But we have taken a number of steps to get ahead of whatever change in cycle cycle will come to soften how that landing will take place. So we just discussed the PSP in quite a bit of detail and that gives us 12 months of continuous noncancelable backlog, and that will enable us to spot and plan for whenever that change becomes apparent to us on longer term backlog. The capacity additions we're making, we're not trying to solve the entire gap all in one quarter. We're making measured steps every quarter and improvements over multiple quarters. And to the extent we see a change, we will taper off the build plans and capacity additions consistent with that. Third is if you look at where our inventory is and where you look at our channel inventories are at historic lows from the channel perspective and pretty low for us as well. And that gives us time and ability to continue to replenish that inventory. It will help to minimize any underabsorption that might have happened otherwise. And it positions us well to capitalize on whatever the subsequent upcycle will be. There is going to be an up cycle to whatever next down cycle there's going to be. And when that happens, we actually push out capital requirements because we will have replenished some of that inventory. And finally on that if and when there is that next hard landing or soft landing. For us, what we are doing is our bonus programs and other variable compensation programs, as you've seen in prior cycles, give us a fair amount of to mitigate which way our expenses go as we go through the cycles, and that flexibility in operating expenses is one more item that helps us in terms of getting to a soft landing.
Operator:
We'll hear next from Gary Mobley from Wells Fargo Securities.
Gary Mobley:
Congrats on the strong finish to the year, what a difference a year makes. I wanted to ask about your target margin goal of 65% and 42% on gross and operating margin, respectively. It would seem to me that you're in the most optimal of conditions to see the achievement of those goals with respect to revenue mix and manufacturing utilization. And so my question to you is, is that target a best case scenario, or is it sustainable over the long term? And what revenue level are you looking for to achieve those targets?
Steve Sanghi:
We're making good progress towards that. We obviously, from quarter to quarter, can make rapid progress and sometimes it will be a little slower beyond that. So I wouldn't take last quarter and apply that as how it's going to be every quarter going forward. We just introduced this new model in December. So it's not been that long. And we've made a good start here. Conditions are strong for where we're at. We're executing well in the many different areas we outlined for investors as to how will we achieve the gross margins. There are also other pressures. There are cost pressures in some of the materials and input costs as well that we're working through. And then the operating expenses, we continue to have investments we need to make so that the long term growth and profitability of the business can be realized. So let's continue to have several more quarters as we go through this. But we feel good about these long term targets, and we think we're working on the right things operationally as well as in our business units and our other operating expenses to get to the place where we have a combination of good balance between growth and profitability.
Operator:
We'll hear next from Harsh Kumar with Piper Sandler.
Harsh Kumar:
I had a philosophical question. With this kind of a supply demand environment, is seasonality out the door in the near to midterm? And then I have a follow up.
Ganesh Moorthy:
So seasonality has been hard for us for many quarters. There hasn't been a normal environment for quite a while. We went through trade and tariff, which was an overriding issue. Then we went through COVID, which was an overriding issue. We're now in this significant demand growth environment. Clearly, there is an underlying seasonality that has contribution, but these externalities are driving a much higher multiplier on that. So for the moment, we don't have clear bearings on seasonality other than directional statements as to where they will be.
Harsh Kumar:
And Ganesh, one more for you. With the PSP program, you're seeing tremendous amount of success. Are you seeing that backlog in the PSP program, mostly for the sole sourced kind of items are the ones that are mostly very constrained? Is there also a risk that you may lose some of the customers that are not able to commit or is supply simply that bad that there's no place for these guys to go?
Ganesh Moorthy:
So pretty much just about everything we do is sole source proprietary products. So we don't have a commodity product line that's a big piece of this thing. Some of our memory products may come the closest. And even there, we’re often in very highly protected positions in those sockets as well. I think the short answer is exactly what you said. There is not another place people can go to, to get capacity today. In fact, there's a lot more coming to us, trying to find ways in which we can help support them as they flee some of the other suppliers who are not able to provide them capacity in today's environment.
Steve Sanghi:
PSP is not an absolute requirement. So a customer who does not have visibility into their own business and does not want to give us noncancelable 12 months backlog can just place normal orders over 12 months and 90 days of those orders would be from noncancelable and after that, they can change it. The only difference is they would not be preferred. And if there was a strong demand among the PSP customers then they could get allocated much more harshly. But that doesn't mean that they won't get any part and they should really go with somebody else. If they go with somebody else, other people are similarly constrained and may not have PSP program to really help them. So I think there is no reason for loss of business. We're actually gaining business in this environment, have people coming from other companies where they cannot get the support.
Operator:
We'll hear next from Chris Caso with Raymond James.
Chris Caso:
I've got a two part question on some of the capacity additions that you spoke of. First, if you give us some sense of the timing of these capacity additions, we know you're growing CapEx all through the year, but there's some constraints in getting tools. So when does capacity become available to you? And then secondly, if you are adding this capacity through the year and you're expecting to remain supply constrained with, I guess, some visibility from the PSP program. Is there any reason why your revenue wouldn't just continue to grow sequentially as we go through the end of the calendar year?
Ganesh Moorthy:
So firstly, on the capacity additions, they are happening. There's not a single discrete event when it's happening. It's happening every month, every quarter. We have equipment on order. We have materials on order. We're hiring people. There's a number of activities that are all going in place to be able to do it. So it will be a more continuous process through the year. Sometimes we get delays on equipment. Sometimes we are able to get the equipment on the time we have. So that's the way we see it for the rest of the year. And therefore, we are expecting that we will have capacity to be higher than the prior quarter, which should give us the ability to have continued growth as we go into the second half of this year
Operator:
We'll take our next question from Ambrish Srivastava from BMO.
Ambrish Srivastava:
Steve, I had a question a follow-up on, actually, on the comments on capital allocation. So could you -- that's a pretty substantial increase on divi over the last couple of quarters. What's the rate we're seeing until you get to the net leverage that you're targeting? And then longer term, what are your thoughts on divi versus buybacks? So any color or any thoughts you could share on that would be helpful. And then I had a quick follow-up on PSP, Ganesh. How do you hedge for, assuming that pricing is set earlier on when the customers are committing to this, how do you hedge for the cost side of it when cost goes up unplanned? So just help us understand that factor as well.
Steve Sanghi:
So let me take the capital allocation part of that, and then Ganesh will take the pricing on the PSP backlog. So we have internally had discussions with the Board what happens now until we get investment grade rating and what happens after as we bring the stock buyback into the mix. But we're not prepared to dollarize that for you well into the future regarding how much stock buyback, and how much dividend, and when does it start and all that. So I think it's directionally the Board is committed to continue to increase dividend every quarter. And then as we get to the investment grade rating, then add the stock buyback into the mix. And what that mix would be could also change from time to time depending on market conditions and stock price and all that. So it's really not all figured out for the next five years. There have been some discussions but I think we will continue to advise you every quarter as we make further decisions.
Ambrish Srivastava:
I wasn't thinking dollars, Steve, I was thinking more in terms of percent of free cash, but that's fine. We'll wait…
Steve Sanghi:
So they're not willing to disclose well into the future what percentage of our free cash flow we will give it to the investors back. We would still -- when we get an investment grade rating, we would still have a leverage on the books of about 3, and desire is to continue to decrease that leverage further. 3 is not a number where we want to stop and give 100% cash back. So the leverage will continue to go down. But the rate at which that leverage go down could change as we start to give more cash back.
Ganesh Moorthy:
Ambrish, on your PSP question. PSP is a priority for capacity. It is not a guarantee of price. And we will not be just making price changes without good reasons. So if there are input costs that are unexpected that need to be passed on, PSP backlog can receive price changes at that point in time. We're not anticipating that it needs to. But nothing in PSP backlog precludes price adjustments if there are significant cost increases.
Operator:
We'll hear next from Harlan Sur with JPMorgan.
Harlan Sur:
With the current backlog -- PSP backlog, it paints a pretty good picture for demand, and based on that and combine that with your current booking trends. How far above your current supply capabilities is overall demand trending, is it 20% higher, is it 30% higher? And then given the strong demand trends, it seems like you and your distribution partners are building and buying products and immediately shipping them out. So given that and despite your capacity increases, do you guys anticipate your days of inventory and disti inventories declining again in the June quarter?
Ganesh Moorthy:
So firstly, to give you a sense of what is our unsupported in a given quarter look like. I think a quarter ago, we had said, hey, we have 30% more that we could be shipping than what we are planning to ship, and that number has since grown to over 40% that we could be shipping. So that's what we meant earlier as in -- even as we add capacity, demand grows even faster. So There is a significant amount of unsupported demand into each quarter. And what happens is every quarter, we ship a little more and we squeeze some of it out into subsequent quarters. Was there a second part of the question?
Eric Bjornholt:
Yes, he was asking about what our expectations were for distribution inventory. That's a very difficult thing to forecast. It went down four days last quarter. Distribution inventory is at record lows. What we're shipping in, they're shipping out right away to meet their customers’ demand. So I don't anticipate it going up, but it's at very, very low historic levels, so I don't anticipate a large change.
Operator:
We'll take our next question from John Pitzer with Credit Suisse.
John Pitzer:
I've got a two part question that speaks to the supply demand imbalance that both Steve and Ganesh, you've talked about. I'm just kind of curious, on the supply side, we've seen a significant amount of consolidation in the semi industry over the last decade. You guys have been a big driver of that. I'm wondering, Steve or Ganesh, if you can comment on how that's impacting both yours and the industry's ability to actually grow supply? And then on the demand side, I'm just kind of curious, typically, when your demand is this strong, we're usually in an economy that's firing on all cylinders. And yet we're still -- have an economic backdrop, which is probably best described as under potential. And so if we go into the back half of the year, Steve, when we start to see a macro recovery, is there a real risk that supply shortages actually accelerate even further and why not get ahead of that with even more CapEx?
Ganesh Moorthy:
So let me start on the supply side. If you look at our eight, 10 years of acquisitions that we have done and the consolidations from our perspective, the percentage of what we build, particularly from a fab standpoint, internal versus external, has changed. We used to have a higher percentage of it in our in house fabs. We're now down to about 39% of it is in house, the balance is down to the foundries. We obviously have a higher degree of control and ability to influence in a shorter period of time, the the capacity that we built in house than we do from a foundry standpoint. And so in that sense, that is something that has changed over this period of time. It has never been an issue until this cycle where the imbalance has been so large that the instantaneous response from foundry has been difficult. And a high percentage of what Microchip does through foundry is what foundry would consider to be the trailing edge of capacity they have. And that has also been not where all their investments have gone. They're making some but the majority of the investments have been in leading edge, which is where not a lot of our capacity requirements are into. Packaging and testing, we've been able to do more in house, and we've reported on the increases. We're now into the mid 50s as a percentage of our packaging that had been as low as in the high 30s and low 40s as a percentage. So there, as and when we can, we're going as fast as we can. We are looking at our capital investments and what do we need to be doing and how -- and a bit of this is finding the right mix between stepping on the accelerator where we have high confidence. PSP backlog, for example, gives us high confidence. And being a little more thoughtful where we have risk of putting a lot of capital in place and then perhaps having under absorbed capacity and that's always a judgment call. We make that every month, every quarter with what should our capital posture be. And we could yet change and have increased capital posture as we go into the second half of this year if that demand imbalance continues and persists at the level that it is. Steve, you want to add some more?
Steve Sanghi:
Well, let me add to a little economic macro side of his question. So John what happened last year was that the biggest destruction of demand really was on the service side, the hospitality, hotels, the airlines, travel, restaurants, golf courses. Basically, the service side of the industry got decimated last year because of social distancing and all that. The manufacturing side didn't do that bad. I mean, there was really not a single quarter where our revenue even went down 10%. Most companies in the technology industry and manufacturing industry did reasonably well. Automotive was really bad for one quarter, but overall, not too bad. So now when you get to the recovery side of it, a fair amount of recovery is likely to take place on the service side, which got so decimated, restaurants and hotels, and airlines, and travel, and vacationers, and cruise lines and all that coming back. Now as they come back, and people have more money in their pocket with more jobs, certainly some of that money will flow to the hardware, electronics and cars and other things where our product goes, and we will benefit from it. But the big part of the upcoming surge is really going to be on the service side. Having said all that, I think demand is very strong now. And as you mentioned, when the economy picks up further steam with all these people coming back on the job, could it really even get more heated. The answer to that is it's definitely possible. But the other part of your question was, why not add more capital now. Well, we can't get it. I mean, we have so much capital on order and lead time is long. And some of the scheduled capital gets delayed by a month with a short notice because the supplier is also constrained. So it's not a question of what you can order. We're willing to order more. It's a question of what you can get. We can't get everything we want.
Operator:
We'll take our next question from Toshiya Hari with Goldman Sachs.
Toshiya Hari:
Ganesh, you talked about higher utilization rates utilization rates gross margins in the quarter. I'm curious what you saw from a pricing perspective in March relative to December. I was a little surprised how fast you were able to grow your microcontroller business and analog business on a sequential basis. So I'm guessing pricing played a role there. But if you can kind of speak to that, that would be super helpful. And then separately, assuming you guys managed to execute on the CapEx that you have planned today for the year, where do you see your internal capacity exiting the fiscal year versus where it is today?
Ganesh Moorthy:
So first on the pricing front, we announced and we did raise prices in the March quarter. It wasn't in place for the entire quarter, but it was in place for a good amount of that quarter. And not all prices changed all at the same time. There are contractual requirements, different product lines and different things, but prices go up. With that, we also had costs go up that we were trying to offset with these price increases, and we continue to have increases coming through in our supply chain. So we think the price increases contributed some but was really not the major part of what drove our growth in the March quarter. Do you want to take the second part, Eric?
Eric Bjornholt:
So the second part was on our, what our internal capacity can do in fiscal '22, which we're just entering. And I don't expect the fab mix to be much different. Last year, the year we just finished, we did 39% of our fab internally. I don't expect that mix to change. For fiscal '21, we did 53% of our assembly and 57% of our test in house. Those percentages should go up as we're continuing to invest and then bring some more capacity internal. But I don't have a specific number by the end of the year that's going to depend on what the demand environment is and how quickly we can respond with the CapEx.
Ganesh Moorthy:
And some of the internal capacity takes time as it comes through and it may have an ongoing impact as we go into the next fiscal year.
Toshiya Hari:
My question wasn't so much on the mix exiting the year. But again, assuming you guys do get all the tools that you're asking for and you manage to spend $250 million. How much higher could your internal capacity be in 12 months, is it 10%, 20%? A rough ballpark number would be super helpful.
Eric Bjornholt:
I don't think that's a number we're willing to disclose. As Ganesh says, it takes time for that capacity to come on board at different stages. Something in fab is going to take longer than it might in assembly or test, and we're obviously not giving revenue guidance outside of the current quarter…
Steve Sanghi:
There are too many corridors of capacity, both internally and externally, by process, by wafer size, by technology complexity. And somewhere, the capacity is being added, the other capacity is not being added. And to roll all that into just general number, our capacity goes of X percentage when we are not really sure from foundries what we can get. We know what we can do internally in terms of the capital we're adding. So I think that number is a complex one I'm not willing to share.
Operator:
We'll take our next question from Vijay Rakesh from Mizuho.
Vijay Rakesh:
So just briefly, I know you mentioned shortages. Could you give us an idea of which segment you're seeing the highest shortages and where are things starting more kind of -- or getting to more normalize in terms of lead time?
Ganesh Moorthy:
I think if you listen to the media, you would think that automotive is the only place where there are shortages and I think clearly, they've been the most vocal. Shortages are in every single segment that are taking place to varying degrees. And we do not see any segment starting to come back to some form of equilibrium where it is. So there are shortages and growing imbalances in every market segment we're in.
Vijay Rakesh:
And I know you mentioned very strong backlog orders as you look at the June quarter here. Wondering as you look into the back half in terms of calendar Q3 and out, do you think -- are you expecting a better than seasonal outlook given how strong demand is and the pretty strong sign up on the PSP side as well?
Ganesh Moorthy:
We talked earlier on about seasonality and all that. Right now, our revenue is not limited by the demand side of the equation. And often, seasonality speaks to where is the demand at and how does that come about. Our growth at this point is limited by how much can we manufacture and ship, and that's where all hands on deck are. So seasonality by itself is not as meaningful in the current environment.
Operator:
We'll take our next question from Craig Hettenbach from Morgan Stanley.
Craig Hettenbach:
I had a question on data center and comm, I mean, that's been an area that's been consolidating for a number of quarters. Just want to get a sense of what you're seeing in that market and if there's any visibility as to how you think it will trend as we go through the year.
Ganesh Moorthy:
So we're not trying to provide guidance on how those are going to do by market segment as we go through the year. I think clearly, in the December quarter, we indicated to you that it seems to have bottomed out. That came to be the way the March quarter ended up, a slight bit of improvement from there. So we're quite optimistic about the data center segment, in particular, as we look into fiscal year '22. And then the communication sector has its own set of infrastructure rollouts that are taking place. But that's about as much as we're able to provide. We don't really track at the level of specificity with exact numbers. We have more of a directional statement, which is kind of what we've included in our conference call notes.
Operator:
We'll take our next question from Raji Gill with Needham & Company.
Denis Pyatchanin:
This is Denis here asking a question for Raji. I was wondering, could you speak about as far as these component supply constraints go up, which end markets are currently maybe kind of doing the best in terms of having some inventory available? And also, what proportion of these constraints is kind of on the front end or the back end?
Ganesh Moorthy:
So there is no -- as I said in the earlier question, there is no end market in which there is available supply that's any better or not. They're all constrained to varying degrees. And so there's nothing from an end market to think. As far as back end and front end, we have constraints in both internal and external factories, in the back end and in the front end, in the material supply chain. And depending on what exact combination, what capacity corridor you're in, there might be more constraints and maybe less constrained, but they're all constrained.
Operator:
We'll take our next question from David O'Connor from BNP Paribas.
David O'Connor:
Maybe a follow up on the just and tying that, Steve, that you mentioned earlier. What changes do you foresee the level of inventories that the industry needs to hold? I mean, who in supply chain is going to be forced to carry more inventory, if that's the case and who is going to foot the bill for these higher inventories? If you could talk around that, how you see that, that would be great.
Ganesh Moorthy:
Let me take a shot at that, and Steve may want to add to this as well. So I think what inventory people need to carry is going to have to be determined by the ultimate end market equipment manufacturers, the OEMs. And I think it can be very different in different product lines. When you build an $80,000 car and you're constrained by $10 of semiconductor content, the decision you may arrive there could be different from when you're building $200 consumer product that you have. So each industry, depending on the value of the product they're creating, the profitability of that industry, has to decide based on their experience, what is the inventory level that they need to assure themselves of the value of the product that they're trying to ship. And those answers are going to be different. I think some got burned quite badly. I suspect they will be the ones that want to do the most here. But there is not a single answer that comes with it. And as far as who foots the bill, ultimately, the manufacturer, the original equipment manufacturer, will foot the bill and more than likely have to pass that on in terms of what they're building to their end customer to the extent that they can. But if the choice is to invest in inventory, that is two, three orders of magnitude less than the value of the product that they're creating, many of them will have to rethink that equation of what kind of, just in time, makes sense for us. Steve, do you want to add to that?
Steve Sanghi:
I don't really have a whole lot to add. But I would say that if you look at some of the Japanese car manufacturers did much better this time around, because they learned their lesson during the tsunami, and when a lot of the renaissance and other factories were shut down due to earthquake and radiations and all that. So they learned from that time and built a structure where they were not as much relying on JIT and reach the current time with a level of inventory on the semiconductor parts, and they did a lot better. And that's really the lesson the US and European auto manufacturers need to learn. And time would tell when the cycle goes the other way, is it all lost and it's just the same standoff, we don't really know. But they have to start thinking that building semiconductors is different than getting a bent metal for doorknob or something. Right now, we get some comments that are sometimes laughable, what's the big deal about lead frame, just bend the metal and make my parts, and it's just not that simple, building semiconductors. So I think a lot of learning needs to happen. And we don't directly ship the parts to the car manufacturers. We have the people in between like the Contis, and GenTechs, and Aptiv, and Hella and all these people. They're in between. So we have a buffer. But the car manufacturer really need to really take the bull by the horn and drive the process to get out of JIT. And I don't know whether they will, I don't know that.
Ganesh Moorthy:
You know, a positive step is many of the carmakers have been at the forefront of embracing a PSP program and PSP program and requiring the Tier 1s to be . At least for the moment, you can see how we're trying to drive towards having a level of inventory that assures them they can build their very expensive or very highly valuable end products. How that will persist a year or two years from now, we don't know.
Operator:
We'll move on to our next question from Christopher Rolland from Susquehanna.
Christopher Rolland:
It's a little bit more open ended here, but, Ganesh, you said in 40 years, you haven't seen such an imbalance between supply and demand as acute as this one. And Steve, you may want to chime in here as well. But can you guys talk about maybe something that was similar, the number two most acute time or number three, and are there any analogies to this? And how did that eventually unwind where we had that match of supply and demand in DC, something like that taking place here?
Ganesh Moorthy:
All cycles eventually come to an end as the participants in the battlefield work on how they adjust to where the situation is. In prior cycles, the semiconductor companies put in the additional capacity in place and began to get closer in their self interest to be able to grow. And the players in the market began to adjust with what they were building and how they were building. I would say in my timeframe, probably the sharpest rebound was probably 2008, 2009. And again, we were extremely fortunate in that time, because we did not shut down our factories and we kept things running and we grew our inventory. But not all people did that. And we know it did create dislocations as a result of doing that. Steve, do you want to add to that?
Steve Sanghi:
Well, finishing your thought, in 2008, 2009, we didn't shut down our factory and continue to run the factories, although, we had some rotating time off. And then we entered the up cycle with a very good amount of inventory position. And through that, we grew a lot and we did very well. We didn't repeat that this time, because this time we had a very, very substantial debt leverage, which was very high. And therefore, we didn't choose to really put the money into inventory and kept the factories running and all that. At that time, I recall, investor concern was what happens if your demand goes down 35%, do you miss the covenant? So sometimes your memories can be short. But this environment presented different challenges, so we were not able to repeat the experience of 2009 and did not reach this time with a high inventory internally. And we're trying to build it now but unsuccessful because we're shipping as we build. The other point I wanted to make is people use this word double ordering. We don't really get double ordering because parts are all proprietary. You cannot buy from us and from another company for the same socket nor can two distributors ship the product into the same socket in the way we register and make it economically impossible for the nondesigning distributor to shift the part into that socket. So the only other remaining avenue is a customer orders a little more than what they need, which we never know and we cannot detect. If you want to call it double ordering, there could be some excess ordering by the customers we can't be sure of. But one thing we are sure of is there's no double fulfillment. We are in daily phone calls, escalation meetings with a number of customers, threatened line downs and actual lines down for many of the car manufacturers and others. There is no double fulfillment. People are -- everybody is getting a fraction of what they need. So therefore, there is a fair amount of runway ahead with such a large amount of demand. I think it's going to be the rest of the fiscal year, we're just trying to get our head above the water.
Ganesh Moorthy:
And unlike prior cycles, right, we have noncancelable windows that are significantly longer than we have had in other cycles. And that puts a a lot more responsibility on the customer to have orders that they need and not orders that they don't need.
Operator:
We'll take a follow-up question from John Pitzer from Credit Suisse.
John Pitzer:
Let me ask another question. Just, Eric, on the target model, I'm just kind of curious on the gross margin line. What's been really impressive is the incremental margins you guys have been able to put up over the last, call it, six to eight quarters. I mean, on quarters where you've had sequential growth, I think incremental gross margins have been right around that 80% mark. And so was there something unusual about the last kind of six to eight quarters that drove such high incremental gross margins, and where should we think about that going forward?
Eric Bjornholt:
Well, I think there's a couple of things. In the more recent quarters, we had significant underutilization charges, which have now gone away. So those costs are now being capitalized to inventory. We're running the factories more full, so that’s gone away. And then we had a large acquisition in Microsemi that we were integrating over that time frame, too, and finding ways to improve margins on the acquired business. Those are the two things that I would point to. Steve or Ganesh, anything else?
Ganesh Moorthy:
The only other thing I would add is we continue to add value into many, many of our products through a combination of hardware and software, which makes them more valuable as improved the gross margins we have on those products. And as you then get to a weighted average of all these products and what are we doing to make them more valuable, it shows up in the aggregate gross margin.
Operator:
And that does conclude today's question and answer session. I'd like to turn the conference back over to Mr. Ganesh Moorthy for any additional or closing remarks.
Ganesh Moorthy:
We want to thank everyone for taking the time to join us. We do have investor meetings that are coming up that we look forward to meeting and talking to more of you. But have a good afternoon. Thank you.
Operator:
Thank you. That does conclude today's conference. We do thank you all for your participation. You may now disconnect.
Operator:
Good day, everyone, and welcome to Microchip's Third Quarter Fiscal 2021 Financial Results Conference Call. As a reminder today's call is being recorded. At this time, I would like to turn the call over to Chief Financial Officer, Eric Bjornholt. Please go ahead.
Eric Bjornholt:
Thanks and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today, as well as our recent filings with the SEC that identify important risk factors that may impact Microchip’s business and results of operations.
Ganesh Moorthy:
Thank you, Eric and good afternoon everyone. Let's start by taking a closer look at microcontrollers. Our microcontroller revenue performed well with revenue sequentially up 3.3%, as compared to the September quarter. On a year-over-year basis, our microcontroller revenue was up 5.9%. We continued to introduce a steady stream of innovative new microcontroller solutions, including
Steve Sanghi:
Thank you, Ganesh, and good afternoon, everyone. Today, I would like to first reflect on the results of the fiscal third quarter of 2021. I will then provide guidance for the fiscal fourth quarter of 2021. The December quarter represented the shift of the business cycle back to revenue growth with a 3.3% sequential growth in a quarter where ordinarily, we would see 3% sequential decline from typical seasonal factors. December quarter revenue also grew over prior year’s December quarter by 5%. We started ramping our internal factories in September, as well as investing in capital additions to expand our internal capacity. We also started working with our supply chain partners to receive more allocation from wafer foundries and assembly test subcontractors. These efforts improved product availability in the December quarter, but still constrained to some of the revenue upside. We delivered a record non-GAAP gross margin of 63%, helped by a significant reduction in factory underutilization and better overhead utilization from revenue growth. We also achieved a non-GAAP operating margin of 39.8%, an all-time record and getting very close to and an emotional 40% mark. We also hit a record EBITDA of $593.4 million, despite revenue not yet a record, yet showing the robust strength of our business model. Our consolidated non-GAAP EPS was $1.62, $0.05 above the mid-point of our guidance. This was also our 121st consecutive quarter of non-GAAP profitability. Now, I will discuss our guidance for the March quarter. Our bookings were exceptionally strong in the December quarter and were an all-time record. We received bookings both for short-term as well as into the future quarters. The backlog is also an all-time record. Please remember that bookings, as well as the backlog is what is shippable in the next 12 months. The backlog for the March quarter is the strongest starting backlog I’ve ever seen. Our bookings have remained strong in January. On the operational side, the December quarter was constrained by product availability. We will have more internal and external capacity in the March quarter since we have had multiple months to ramp. Although, I believe that wafer fab, as well as back-end constraints are here to stay with us through calendar year 2021. In response to the business environment, we have taken three actions. First, in the middle of December, we changed our cancellation and pushed out terms with our customers and distributors. The standard terms used to be that an order cannot be canceled or pushed out once it is within 45 days of shipment. We changed our standard terms so that an order cannot be canceled or pushed out within 90 days of shipment effective January 1, 2021. We gave customers a couple of weeks to adjust their backlog before it went firm for 90 days. In response to our change in terms, we did not see any unusual cancellations or push-outs which indicates to us that the backlog was firm and needed by our customers. That gave us a solid backlog for the March quarter, which cannot be canceled or pushed out. Therefore, we can batch process the orders and use our manufacturing assets most efficiently, knowing that what we build will get shipped. The second action we took was that we sent a letter to our customers on January 4, 2021, informing them of the business environment. We also informed them that we are seeing broad-based cost increases and some aggressive commercial terms from our supplier base, and we must pass these cost increases to our customers through a broad-based price increase. The third action we took just this morning, we posted a letter on our website and sent it to our customers and distributors, announcing a new program called the Microchip Preferred Supply Program, or PSP. This program offers our customers the ability to receive prioritized capacity in the second half 2021 and first half 2022. The program has the following elements. The customers participating in this program will have to place 12 months of orders, which will be non-cancelable and non-reschedulable. The capacity priority will begin for shipments in July 2021. The program will not be a guarantee of supply. However, it will provide the highest priority for those orders which are under this PSP program. And the capacity priority will be on a first-come-first-served basis until the available capacity is booked. We will, of course, reserve a portion of our capacity for new customers, small long-tail customers, and new designs. We expect that a significant portion of our capacity will be booked under this new program with a large committed non-cancelable backlog for 12 months, Microchip will be in a stronger position to make capacity and raw material commitments to our suppliers by capital equipment with confidence, hire employees and ramp up manufacturing, and manufacture products more efficiently. Taking all these factors into consideration, we expect our net sales for March quarter to be up between 5% to 10% sequentially. The March quarter guidance at the mid-point would represent record GAAP net sales with the prior record being in the September quarter of 2018. The September quarter of 2018 based on GAAP sell-in revenue recognition was $1.432 billion. Some of you may still carry a sell-through base number of $1.513 billion for September 2018 in your historical financial model spreadsheets. The March quarter will also be limited by product availability on many product lines. Our guidance assumes working through a myriad of capacity constraints, qualifying incremental equipment installed, qualifying alternative subcontractors in some cases, and still dealing with a risk of production constraints with a new wave of COVID cases plaguing the planet, and at the same time, ramping of vaccinations. For the March quarter, we expect our non-GAAP gross margin to be between 63.3% and 63.7% of sales, which would be a new all-time record. We expect non-GAAP operating expenses to be between 23.2% and 23.6% of sales, and we expect non-GAAP operating profit percentage to be between 39.7% and 40.5% of sales. We expect our non-GAAP earnings per share to be between $1.67 per share to $1.79 per share. We also expect to pay down another approximately $350 million of our debt in the March quarter. Finally, I want to cover one other area, which is our future cash return strategy. At the rate we’re paying down debt, we expect to break and net within a year and continue to decrease from there. At that time, we expect to begin distributing more of our substantial amount of free cash flow to the investors in the form of dividends and stock buybacks. Regarding buybacks, through multiple tranches of convertible debt buyback, we have essentially bought a substantial amount of stock back from the future. This is because as the stock price rises and exceeds the conversion price of the debt, convertible debt dilutes the share count back prevents future dilution as the stock price rises. Our first convert buyback was in March 2020 when Microchip stock price was about $71. Since then, we have done four other buyback transactions at various stock prices. By doing these various buyback transactions, we have purchased a total of $3.525 billion in face value of our convertible bonds. For the transactions from March 2020 to September 2020, we issued a total of about 20.4 million shares of our common stock to the investors for in the money value of their bonds. If these bonds have remained outstanding until an assumed stock price of $140 per share, the stock price about now, the dilution would have been about 26.4 million shares. Thus our repurchases had the impact of creating a savings of about 6 million shares worth $840 million savings to our investors at $140 per share. This calculation does not include our November 2020 transaction, which was very recent and executed at 133.47 per share, so it is not yet accretive. Therefore, while we have not done any open-market stock buybacks in the last year, our convert transactions have had the impact of a buyback of approximately 6 million shares. At some point in the future, we expect to start pure stock buyback from the open market. We are also initiating a path to higher dividends and not waiting until our leverage, which is a given number before the dividend starts to increase. In this regard, we announced today that the Board of Directors have approved a dividend increase of 5.8% sequentially to $0.39 per share, up from $0.3685 previously. We expect to continue to increase dividends quarterly as part of our cash return strategy. Given all of the complications of accounting for our acquisitions, including amortization of intangibles, restructuring charges and inventory write-up on acquisitions, Microchip will continue to provide guidance and track its results on non-GAAP basis, except for net sales, which will be on a GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters, and we expect that the analysts – and we request that the analysts continue to report their non-GAAP estimates to first call. With this, , will you please poll for questions?
Operator:
Certainly. And we'll take the first question at this time. Caller, please go ahead.
Steve Sanghi:
Not able to hear you, maybe you are on mute.
Unidentified Analyst:
Steve, can you hear me?
Steve Sanghi:
Yes, now.
Unidentified Analyst:
Apologize. I didn’t hear my name get called. Just heard caller. Apologize for that. Just really quickly, we've lived through multiple times of you sending out customer letters. And we kind of have an understanding of how the market responds to that, I'd be kind of curious, the preferred supplier agreement that you talked about in your opening remarks, is this the first time that you have done that? And if it's not, what's been the historical response to programs like this?
Steve Sanghi:
So, the preferred supplier program is brand new. I have not ever implemented it in my 42 years of career, and I have never seen anybody else do that too. The program is largely a response to the current environment, because bookings level is just so strong and people are booking parts out in time. The industry seems to be, you know, 30% plus sure to really what the capacity requirement is. And many of our customers have been asking, you know, what can they do if they give us longer-term demand, longer-term orders, you know, will that give them parts, will that give them better support? Now, you know, customers can give us longer-term orders, but if the orders cancellable or reschedule, you know, after 90 days, which was the case prior to the program, then I could have a lot of orders for September and December and could buy capital, hire people to rent but just before I get there, people could cancel, if there was a double ordering, people were asking more than they need, and they cancel part of the orders. So there is often the problem always and you guys ask the question, is there any double ordering or whatever. And in this program, basically, eliminates all that. It asks the customers to place 12 months of backlog, which will be non-cancelable, . So, I can take that one to the bank, buy raw material, do batch processing, grow the capacity and give them preferential supply. So, this is the first time we have implemented. It’s just a need of the times.
Unidentified Analyst:
And I know it was just this morning, but what do you expect the intended response to be from your customers?
Steve Sanghi:
Well, you know, small number of customers, you already have feedback through the day, including a couple of distributors, their response is positive. They will place such orders, you know, I don't expect any customer to place their entire backlog on every product on the PSP program, because customers themselves have some programs where they're solid, that the demand is good, they have a good market share on that particular design. But some others could be some new programs where the demand is yet not known. So, I think customers will really take a lot of the product and put it on and some others that they want.
Unidentified Analyst:
Perfect. Thank you guys.
Steve Sanghi:
Welcome.
Operator:
We’ll take the next question. It comes from Toshiya Hari. Please go ahead.
Toshiya Hari:
Hi, good afternoon. Thanks so much for taking the question. Steve and Ganesh, given the current supply and demand situation, what are your thoughts on pricing across your microcontroller and analog business and if you can kind of speak to gross margins on the back of that, that will be helpful. And I guess, sort of related to that, given the preferred supplier program, how should we think about the economics of that program? Thank you.
Steve Sanghi:
So, you know, we sent a letter to our customers on January 4, really informing them, first of the business environment and also informing them that we were seeing broad based cost increases and some very aggressive commercial terms from other suppliers who were facing similar issues from their suppliers really up and down the supply chain. And we must pass these cost increases to our customers through really a broad based price increase. So after writing that letter then we need to really develop that program and we got, you know, several hundred thousand skews and going through the price increase on, you know, on which part and how much and passing on to the customers working through their contracts and long-term prices and stuff like that. So, all that really has been implemented at this point in time. We're in breaking out, you know, what portion of the guidance is price increase, you know, that's going to be relatively difficult, but the price increases have already been made effective. As far as the economics of the PSP program, the economics of the PSP programs really are in having a committed non-cancelable, non-reschedule level backlog on the books that we can build it in batches by raw material ahead if we wanted, you know, increase the inventory if we wanted to serve that and build it whenever we have a , essentially, that's why the economics are, to be able to serve the customers better who joined the program, and Microchip not be subject to ordering more than they need and double ordering because they're not going to double order and order more than they need if they cannot reschedule or cancel. So that's where the economics are. There’s no price change with that price program is totally separate.
Toshiya Hari:
Thank you.
Steve Sanghi:
I don’t know if that answers your question.
Toshiya Hari:
Thanks.
Operator:
We'll take the next question that comes from Vivek Arya. Please go ahead.
Vivek Arya:
Yes, go ahead. Thanks for taking my question. Steve, you use this phrase, significant revenue growth in calendar 2021, and you're starting the year at about 10% year-on-year growth. Is that a significant number, is it something higher than that? And more importantly, what kind of growth can your supply chain support this year?
Steve Sanghi:
I know, you must have noted what I said, I thought I talked about – the question really was that, you know, Street had 7% growth, do you expect something higher than that? And my answer was yes. So, you know whatever – anybody interpreted, I don't know what significant means. And I can't really give you a number for the growth for the year although I think the revenue is more constrained by capacity than the demand, at least now and for the next several quarters, which leads to your second question, what kind of growth the supply chain support? I think one of the problems that we're dealing with is that the supply chain is not as stable. You know, we're finding that, you know, subcontractor will commit that they can do X number of parts per week. And as we get there, they would change that number, they would lower that number or push it out by a couple of weeks. Well, what happened? Well, what happened was they got a from their supplier. They didn’t get some bundles they were expecting. They couldn't hire some people, somebody tested positive for COVID. So they had to send 50 people home, who had come in contact with it. So, you know there is no slack in the system. Everything that gets built, get shipped, there's absolutely no slack in the system. So, any perturbation, there was an earthquake in Taiwan, we had a car that hit our substation in fab in Oregon that knocked out about three or four days, partial knockout, not complete. You know, none of those things are makeable, because all factories are working seven days a week, you know, full board. So, any delay in equipment, just leads to a de-commitment. So, I think those are all the myriad of problems we're dealing with, in adding equipment, adding people, qualifying additional subcontractors, getting our customers to waive qualification. You know, automotive are the hardest customers to qualify production in a different plant or to approve a change. And in the last six months, we have been so successful in getting even all the automotive customers that they would buy the product from this alternative assembly site, a test site or all that. So, we're getting help in that area. But it's still a very, very complicated, you know, process to put it all together. And therefore, we're not willing to dollarize the number or what percentage we could grow. Not yet.
Vivek Arya:
Thank you.
Operator:
We'll take the next question that comes from Craig Hettenbach. Please go ahead.
Craig Hettenbach:
Yes, thank you. Just a question on inventory at 26 days, you know, when would you expect that to perhaps get back to kind of within normal ranges and any trends you could share just by geography in terms of ?
Steve Sanghi:
You know, distribution would love to grow the inventory in this environment to serve the customers better. But, you know, the can't grow, there isn't – it's not enough product available to grow the inventory, because product keeps getting shipped out. Another point I would like to make is that our inventory, as well as distributor inventory is calculated based on last 90 days of sales. So, it's based on the prior quarter. So, essentially, you know, if you – the real value of the inventory is to support the future. So, if you take our guidance and take the mid-point of that guidance, let's say, and calculate the days of distributor inventory, or Microchip inventory, based on that guidance, then the inventory numbers are extremely low. But they are calculated as we report which is a standard convention based on the past 90 days. In a very stable environment flat sales it doesn't matter, but in a significant growth, the real inventory is actually much lower than the numbers were reporting, and we don't think it's going to grow. I think our internal inventory will drop this quarter. We expect by several days and distribution will do the same.
Craig Hettenbach:
Got it. And then just a follow-up for Ganesh on the total system solution, any progress there or things you can share with us in terms of developments?
Ganesh Moorthy:
Sure. So, you know, it's not a one-quarter progress. It's a multi-quarter activity that we've had. The processes that need to be put in place have been there. The process of going in, is reflected in how we see the design activity taking place, some of which we've shared anecdotally and some of the conferences we will share some more this coming quarter as well. But I think the power of the whole coming together, putting all the different parts of Microchip on a customer's board is very much strong and alive and a key part of our growth strategy.
Craig Hettenbach:
Got it. Thank you.
Operator:
We'll take the next question that comes from Gary Mobley. Please go ahead.
Gary Mobley:
Hey, guys, thanks for taking my question. So, I know you started the December quarter with your distributor inventory levels slightly below average, and looks like you under shipped into the channel by about 26 million in the December quarter, is that how we should think about perhaps what, you know, how much higher your revenue could have been, if you had, you know, available, you know, production capacity and whatnot, a similar amount, as we look out into the march quarter?
Steve Sanghi:
Well, you know, we, we had unsupported orders, for every geography, for every product line, for direct as well as for distribution. So, just picking a number that the distribution inventory went down by – and just seeing, you know, that's the revenue we missed for the December quarter will not be accurate. We're not breaking up the number, but the total amount of revenue that we missed also was also from direct and essentially in every geography.
Gary Mobley:
Okay. As my follow up, I wanted to ask about your philosophy towards M&A when you get to that magical net leverage ratio of less than 3 x, is that, should we take that to mean that you're also open to some M&A transactions at that point, as well?
Steve Sanghi:
I think we have spoken extensively about this in the past saying that we believe, you know, there was an era of M&A, as you know, in the last 12 years or so we did 16, 17, 18 acquisitions, a few large ones public and lots of them small private and all that was intent to, you know, scale the company, you know, 10 x or so, and now we're over $5.4 billion company, and really not have a scale disadvantage to our competitors. I think we have achieved that. And today, we have a product line with which we can complete a customer's entire solution and essentially have all the parts built out of Microchip products and other than and connectors and battery, everything else is really made from Microchip. So, today, there is not, you know, that need for M&A and no . So, we are really building a strategy going forward on organic growth built from really large amount of success in providing total system solutions to the customers. It could be a tuck-in acquisition here and there, you know, private, smaller or really buying some people, which is a, you know, technology pipeline or something like that, but there is really no plan currently for doing any kind of large acquisition even after we reach a certain leverage.
Gary Mobley:
Appreciate it. Thank you.
Operator:
We'll take the next question that comes from Chris Caso. Please go ahead.
Chris Caso:
Yes, thank you. The first question is about some of the capacity additions that you're undertaking now, could you talk about one the direction of CapEx over the next couple of quarters as you try to address these – some of these supply constraints? How long does it take to, you know, get the capacity in place? And then lastly, you know, to what extent are you looking to address these constraints through internal means, as opposed to, you know, getting them through outsourcing? What's going to be the quicker and more sustainable path to getting some more product to your customers?
Steve Sanghi:
Eric, you want to take the CapEx question?
Eric Bjornholt:
Sure, sure. So, we've indicated that in the very short-term, for the March quarter, we're expecting to stand between $50 million and $60 million in CapEx. We've kind of given general guidance to the Street, the longer-term, we expect our CapEx as a percentage of net sales to be somewhere between 3% and 4%. You know, this quarter we’ll be going through our annual operating plan for our next fiscal year and will provide kind of a more detailed forecast in fiscal 2022. But I wouldn't be surprised if we're on the high end of that range for next fiscal year. We’ve been well below it for the last two fiscal years and so quite clear environment is driving that. And I'll start with the second piece of the question. And Steve or Ganesh can add on to it, but you know, we have been making significant investments, and assembly and test expansion. And actually, this last quarter, we did 65% of our assembly in-house that's up significantly quarter-on-quarter. And we did 57% of our final test in-house. So, you know, these metrics tend to be slow moving, but we are making progress on that, and is allowing us to take a little bit more control of our own destiny. So, with that, I'll turn it back to Steve.
Steve Sanghi:
So, I think one of your questions implies that, what portion of the CapEx we were spending for internal versus external, I think 100% of our CapEx is really being applied to grow the capacity internally. The external capacity growth, we're getting it just by getting larger allocation and negotiating for a larger piece of the total capacity pie at foundries and subcontractors. We're not really spending our CapEx dollars in growing their capacity, but our capacity is growing significantly, outside also. But overall, as Eric mentioned, you know, especially in the assembly and test area, a large portion of capacity growth is happening inside.
Chris Caso:
All right. As a follow up, you know, given the strongly better than seasonal March, the fact that you've got, you know, backlog that that's difficult to fill all of that, you know, how do we think about seasonality through the rest of the year, and they're always difficult questions right now, but, you know, any kind of qualitative comments that you can provide would be helpful.
Steve Sanghi:
I think seasonality has been difficult to define for Microchip for some time because of all the acquisitions, and especially with Microsemi, the end market mix changed so much that we said, you know, if you got a year or two years of stable environment, then one could figure out what the seasonality would be. And we haven't gotten that stable environment. First for the U.S. China trade, and last year was COVID. And this year is this runaway growth, our capacity constraint. So, in this environment, it's not the seasonal factor that's changing what you can or cannot do. It's a combination of how much capacity you can grow what the overall demand is. So, I can't really comment much on seasonality in this kind of environment.
Chris Caso:
Thank you.
Operator:
We'll take the next question. It comes from Harlan Sur. Please go ahead.
Harlan Sur:
Good afternoon. Thanks for taking my questions. Maybe as a follow up to the last question, I know the difficulties and complexities in quantifying full-year of revenue generation potential, but maybe more near term, you know, I assume that the team is almost fully booked for the June quarter, maybe you guys can confirm that. And that would include any unshipped delinquencies from March. And June, you know, we could argue, you know about seasonality, but typically June is up sequentially. So, your requirements are probably already fixed for June, given the lead time of some of your foundry partners, but wondering if you guys would be able to bring on, you know, and qualify additional wafers in assembly and test capacity in time to support higher levels of revenues from where you are here in March, if it plays out that way in June?
Steve Sanghi:
So, you can’t qualify different fabs in a matter of three months or six months. You know, depending on what the process and products are to you, it's a much longer effort. So, a lot of the capacity growth is really coming out of, you know, growing capacity where the processes are already installed. You know, we got some processes that are installed outside, as well as inside. And most of the other majority of our processes either run outside or an inside and when they run outside, they usually only either run in one foundry or the other foundry. So, there's really no process that runs in three or four different foundries. They may run in three or four different fabs of the same foundry. You know, like take TSMC, it could run in three different fabs of TSMC, but it doesn't run in TSMC, as well as global, as well as UNC or something. So, the capacity growth is largely coming from where the processes are already installed, from a fab standpoint. From an assembly test standpoint, yes, we're qualifying additional alternate assembly subcontractors which could give additional capacity. But there also, majority of the growth in assembly, as well as test is coming from buying capital and installing in three of microchips large facilities, two in Thailand, and one in Philippines. They are basically doing record amount of assembly and test every day. And capacity is rising, every week, every month, every quarter for the rest of the year.
Harlan Sur :
So, I guess my question is…
Eric Bjornholt:
A second comment there from, Harlan talking about or kind of implying that June quarter is fully booked, and you know that is not the case. June quarter isn't fully booked, the March quarter isn't fully booked, it can be fully booked on certain products. And you maybe are going to ask and expand on that a little bit.
Steve Sanghi:
Yeah, I mean, you know, even for this quarter, we have strong backlog. But we have some turns we have to pay. And there's turns to pay for the June quarter. As Eric mentioned, there are certain product lines, which can be much closer to being booked up. And that's typically, you know, it is starting at a much higher backlog than a normal quarter would be, but there is still work to be done and there is capacity coming online, which will help with some of the growth, both that's helping this quarter, as you can see this December and some more into June.
Harlan Sur:
Okay. So you answer my – well that was going to be my third question or what was my third question in that which is, irrespective of how the demand plays out, you know, if June quarter backlog ends up suggesting a higher June quarter, you guys would have the capabilities in place foundry or internal to drive higher revenue levels sequentially in the June quarter?
Steve Sanghi:
Absolutely, yes.
Harlan Sur:
Okay. Thank you, Steve. Thank you, Ganesh.
Ganesh Moorthy:
You’re welcome.
Steve Sanghi:
You’re welcome.
Operator:
We'll take the next question at this time. It comes from Ambrish Srivastava. Please go ahead.
Ambrish Srivastava:
Hi. Thank you. One the near-term, and then I have a longer-term, Steve, and really just wanted to make sure I understood that part. On the near-term, the Preferred Supply Program you started just this morning. But does the guide for March, does it include the change in cancellation from 45 days to 90 days? Is that part of – has that been implemented long enough to reflect in the March guide?
Steve Sanghi:
So that was told to the customers in early December or maybe it was the middle of December, around maybe 8th or 10th December. And we gave them then the following three weeks or so to make any changes to the backlog they wanted to make, and on January 1, the backlog will go hard for the 90 days. So – and there were very few changes made. There were just meaningless very small changes. So, as of January 1, then whatever was on our books for the March quarter, it became firm with no changes to be made. And that backlog position for the March quarter was very strong, strongest we have ever seen in our careers. Now as Ganesh answered earlier, and Eric answered, that doesn’t mean the March quarter was fully booked because you always have products where this product available and customers and distributors can continue to come and buy those products for the lead time is still fairly short and shippable within the quarter. But a very large number of products were also completely booked and nothing available for March, and some products even nothing available for June. So, the impact of that 90 days was effective on January 1.
Ambrish Srivastava:
Got it.
Steve Sanghi:
And then as you go, as you finish the month of January, then the backlog is now hard for February, March, April. By the end of February, the backlog will be hard for March, April, and May. So that was the 90-day program. The PSP program is an entirely new program. The 90-day program was applicable to all customers worldwide, direct or distribution. The PSP program is a customer adoption. It’s not – we can’t force them to give us one year of backlog, so that was an option given to the customer, so they can have an ability to get preferred supply support if they would give us 12 months of non-cancelable backlog, which helps us in bringing capacity online and buy capital and hire people with confidence, and it gives them preferential capacity. So, there is something in it for both.
Ambrish Srivastava:
Got it.
Eric Bjornholt:
Just want to make sure this is clear – I want to make sure this is clear that has zero impact on the March quarter.
Ganesh Moorthy:
Or the June quarter, for that matter.
Ambrish Srivastava:
Got it.
Steve Sanghi:
Yes. The preferential, just .
Ambrish Srivastava:
Yeah, I understand. I just want to make sure…
Steve Sanghi:
The PSP program support starts from July. Now, the order, they can replace it now for 12 months. But if they come up with a whole bunch of new orders for March, April, May, June, they can’t get the supply ripped off from other people who have placed the backlog before. So, PSP capacity support does not begin till July.
Ambrish Srivastava:
Got it. I wasn’t confused about PSP. I just wanted to make sure that the March quarter is – it sounds like you were able to pull together a lot of internal and external to guide to what you did, and it also has some back – or some solidity, I lack of a better word, because of the 90 days that you started in December. That’s what I wanted to understand because there is a concern about double booking, but sounds like the way you have framed it and the way you’re running the business at this point seems like you have quite a lot of visibility on that. My longer-term question, Steve, and thanks for addressing that. Your business model is transforming and you have been talking about M&A being less of a priority given where the valuations are and focus on organic. So, the question – and you addressed it by saying the buyback, even though not directly, you have been bringing down dilution. What was the point you made on dividend? I missed that. What’s the formula that you have in place for dividend growth?
Steve Sanghi:
We don’t really have a formula in place. We just – Board will meet every quarter and decide the dividend for every quarter. In the current quarter, we grew the dividend by 5.8%, and you couldn’t expect that Board will grow the dividend every quarter. And that’s really our commitment. I told in the last couple of quarters that we would build a glide path towards higher dividend, and this is a glide path towards a higher dividend. So, if you cumulate the increase in dividend for four, five, six quarters, then by the middle of 2022, you already would have a significantly higher dividend after seeing fixed increases of the kind we just did. That’s really what we’re trying to do to get to higher dividends, and by that time, leverage would have come down and such – that higher dividend will really be supportable at that point in time both – from the cash flow, and still have enough cash available to keep bringing the debt down further.
Ambrish Srivastava:
Got it. Thank you.
Operator:
We’ll take the next question that comes from Chris Danely from Citi. Please go ahead.
Chris Danely:
Hey, thanks, guys. I guess just a little bit of color on the capacity constraints and shortages. So, Steve, you talked about it being in the automotive, industrial and consumer sectors or end-markets. Most of your competitors are just saying, automotive. Would you expect this to spread to those other end-markets for your competitors and other folks in semis? And then when do you remember these shortages being this bad? Do we have to go back to like 2010 or 2000?
Steve Sanghi:
I do not remember shortages being this bad ever. So, this is just like – this is a Six Sigma event in terms of shortages, call it a Black Swan event, although that’s more meant for negative. I don’t really know what other competitors are seeing what, but our capacity for automotive products and industrial products and consumer products is really common. It runs at the same fabs, the same processes, sometimes they have the same parts that we can ship into an automotive or ship into an industrial. So, the capacity constraints would really be shared by all markets. Now, the largest increase in demand has been in automotive, wherein the June quarter, automotive demand went to 20% of normal because all the factory shut down. And as that demand has gone back to 95% of normal or 100% of normal, that’s 5x increase in auto demand. So, they are seeing sort of there were shortages, because they didn’t place their orders, they didn’t really guide towards having this stronger V-shape recovery, so their are worse than that, but the capacity is common.
Chris Danely:
Okay. Thanks.
Steve Sanghi:
There is also a fact that in automotive, $1 part can prevent a $40,000 car from shipping. In industrial, $1 part could just prevent 1,999 power drill from that shipping. So the hurt factor is quite different, so therefore the noise from automotive and the escalations of the management team and the pressure and all that is really of a different level.
Operator:
We’ll take the next question that comes from Harsh Kumar. Please go ahead.
Harsh Kumar:
Yeah. Hey, guys, first of all, congratulations on the tremendous guide, I guess, just a sign of what you’re seeing. And Steve, I had two , I wanted to go back to what Harlan was talking about earlier. As you get over year supply issues, let’s say whether it’s June or July, am I incorrect in thinking based on your kind of what you mentioned in the press release of having a very strong year? As you are able to supply, should we not expect the second half that is better or stronger? Or help me think about linearity from here. And then for Eric, the question is on gross margin. If I’m not mistaken, you’re at your target or very close to it. With no M&A, would there not be a to think about that gross margin as you get more and more efficient?
Steve Sanghi:
So, I think taking the question of capacity, you mentioned somehow that we catch up by June, July. We don’t expect to catch up on demand capacity balance for the balance of the calendar year 2021, and could possibly go into 2022. I mean we already know that the demand on lots and lots of products succeeds where we have no product available. If you place an order today, we were shipping here in September, October. And people are booking September, October, November, fast. And with the PSP program, we’re going to get backlog all the way through next January, February. So, I don’t think the capacity issue is getting solved in the next four, five, six months. I think we’re talking a 12-month at least to solve that – to really have the capacity get in balance. And I don’t remember the other part of your question for Eric.
Harsh Kumar:
The other one was gross margin.
Eric Bjornholt:
Yeah. I’ll take the gross margin question. So, we did actually update our long-term targets for gross and operating margin back in December. We took the gross margin target to 65% and the operating margin target to 42%. So, we essentially achieved what was our prior target of 63% on the gross margin with the last quarter results, and are guiding at the midpoint to about 63.5% this quarter. So, gross margin was absolutely going to highlight over the last couple of years, and we’re continuing to do all the right things to be efficient in our operations to drive improvements. And I’m not sure if you have more follow-up on that, but we definitely have outlined five or six things that are going to help us continue to make improvement on gross margin into the future, and we can go through that separately if you’d like, Harsh.
Harsh Kumar:
I appreciate the clarification, Eric. I’m good. Thank you.
Operator:
We’ll take the next question that comes from Janet Ramkissoon. Please go ahead.
Janet Ramkissoon:
Yeah. Nice creativity, guys with this new program. I was going to ask a question about the margins as well. It just seems to me that if you have a lot of visibility and you could procure supplies in a more timely and efficient manner, and you just plan better generally speaking, as you go – as you exit 2021, you should be in a position where you would hit those target margins – you could hit those targets margins a lot sooner. Am I correct in thinking that, Steve or is there something I’m missing?
Steve Sanghi:
Well, you know the PSP program doesn’t really do anything to the margin, and historically it could make us more efficient if we get a large amount of backlog, lots and lots of customers pick up on that offer, and then we can build the product more efficiently. It could help a little bit on the cost side of the equation. But PSP program wasn’t launched to drive margins. It was launched to get a firm customer backlog that we can be confident of growing our capacity and not have any double ordering or excess ordering in that backlog, which could go away when we get there. That’s why it was launched. It was not launched for margin. And I don’t think it’s going to have a lot of impact on margin. Now, as we are growing through this growth period, you have three or four things happening. Number 1, all the underutilization is going away. Most of it has gone away in March, but some could be going away in June. Number 2, as the incremental capacity is being added, the incremental capacity usually is more productive because you’re not adding the entire – every machine, you’re adding bottlenecks here and there. So, when you add debt capacity, the incremental margin through and for every dollar of revenue tends to be better, and if you go back in the prior cycles and calculate incremental margin to get some idea. The third being, we are bringing some products, both in fab and assembly and test from outside to inside, and those moves are accretive, there could be something else. The impact of price increase, I think is going to be relatively benign because we largely launched that to offset the cost increases. But you can’t always increase the price on a product. We have seen the cost increase. We got to look at the product whether there is a competitive element there or it’s a proprietary product, so the price increase and cost increase don’t completely match product-by-product. But overall, we might get some benefit and certainly in revenue, probably not in margin.
Janet Ramkissoon:
That’s very helpful. Thanks very much. Great quarter.
Steve Sanghi:
You are welcome.
Operator:
We’ll take the next question at this time. It comes from Denis Pyatchanin. Please go ahead.
Denis Pyatchanin:
Hi. Thanks for taking my question. I’m here to ask a question on behalf of Raji Gill. Is there any chance you could provide us with some more color on the various, kind of end-market gross margins, kind of how do those move throughout the last quarter? So, you know, if you maybe you can break it out by your reporting segment?
Eric Bjornholt:
We don’t break out gross margin either by end market or by product line. So, we reported at the company level and that’s all we have.
Denis Pyatchanin:
I see. And as a follow-up, how do you expect kind of the recent investments into the internal capacity to impact your margins over the next three quarters? Would you say that there is going to be a noticeable impact of the internal capacity coming online? And has that been factored into your guidance? Or do you expect that to maybe hit towards the – kind of the end of the calendar year?
Steve Sanghi:
So, I think – go ahead.
Eric Bjornholt:
No, I was going to say, I think these come on slowly. They’re not going to make big quarter-to-quarter changes in what they’re at. Directionally, each of them is a small step in the roadmap that we have said we want to improve our gross margins through the long-term target. But I would not be looking for quarter-by-quarter. These are making big changes in the gross margin of the company overall.
Denis Pyatchanin:
I see. And that was all. Thank you.
Operator:
We’ll take the next question that comes from Christopher Rolland from Susquehanna. Please go ahead.
Christopher Rolland:
Thanks for the question, guys. Just two quick ones from me and then I’ll get off. I guess, Steve, first of all, PSP. Ultimately, what percent of revenue do you expect to go through the PSP program versus other? And then secondly, as you bring some internal capacity home, even on the wafer side, does this bring up a conversation about a 300-millimeter fab or not? Is that – at what point does that become of interest to Microchip?
Steve Sanghi:
So, I think the first part of your question, what portion of the revenue we expect to go through PSP, we really have no idea. It’s never been done before. It is being launched by taking on questions from many large customers saying, what can you do to make sure I get capacity support in the second half. I’m delinquent now, you’re not giving me everything I need, so how can I ensure that I get that in the future? And so, we came up with this program and saying if you commit that your orders for that next 12 months and non-cancelable and non-reschedulable then we will go with confidence, bill that product and give you preferential support. So, we do not know what the uptake would be and we’re just purely guessing. We just launched it this morning, and have gotten three or four inputs since then, one from a major distributor and few from customers. One customer, I had talked to personally. So, I think this is the heart of the . So that’s that. The other part of your question was the 300 millimeter. There is no plan to do any 300 millimeter inside. And we continue to have two large 8-inch fabs and one large 6-inch fab and a number of small 4-inch sort of fabs that we are transitioning product away from those 4-inches to a 6-inch and 8-inch fabs. The 12-inch capacity continues to be at our foundries for any foreseeable future.
Christopher Rolland:
Thanks, guys.
Operator:
There are no further questions at this time, and that ends our question-and-answer session for today. I’d now like to turn the conference back over to Mr. Sanghi. Please go ahead.
Steve Sanghi:
Yeah. I want to thank everyone for attending the call. Also want to say that this is my last call as CEO. As many of you know, Ganesh Moorthy would be the CEO starting March 1. I would still attend the call. I will stay engaged with investors, but Ganesh will take the lead role. And if some of you are expecting to find a softer version of Steve, you may not get that. Internally, he is than I am, but we’ll see externally how Ganesh acts. So, thank you all. Bye-bye.
Operator:
This concludes today's call. Thank you for your participation. You may now disconnect.
Operator:
Good day, everyone. Welcome to Microchip's Second Quarter Fiscal 2021 Financial Results. As a reminder, today's call is being recorded. At this time, I would like to turn the conference over to Microchip's President and Chief Executive Officer, Mr. Steve Sanghi. Please go ahead, sir.
Steve Sanghi:
Thank you, operator. Good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations.
In attendance with me today are Ganesh Moorthy, Microchip's President and COO; and Eric Bjornholt, Microchip's CFO. I will first comment on our CEO transition and Board appointments. Eric will then comment on our second quarter financial performance. And Ganesh will then give his comments on the results. I will then discuss the current business environment as well as our guidance. We will then be available to respond to specific investor and analyst questions. So let me begin by commenting on the CEO transition announced today and the addition of Board members. Today, we announced that I will transition to an Executive Chair role effective March 1, 2021. Microchip's current President, Ganesh Moorthy, will step into the role of President and CEO effective March 1, 2021. Ganesh will also join the Board of Directors effective January 4, 2021.
I joined Microchip in February 1990 as Senior Vice President of Operations and was promoted to President to lead this company in July 1990. Microchip then had sales of about $60 million, and it was losing about $10 million per year. The main product line at that time was commodity e-comm, and the gross margin of the company was about 30%. The turnaround of the company was documented in my book, Driving Excellence:
How the Aggregate System Turned Microchip from a Failing Company to a Market Leader. We took Microchip public in March of 1993, with annual sales of $89 million and a market capitalization of $85 million. In the last 27 years as a public company, Microchip's net sales grew to $5.2 billion, and its market capitalization grew to approximately $30 billion.
Today, Microchip produces industry-leading gross and operating margins. Since its IPO, Microchip's stock price has grown approximately 20,000%, excluding dividends. Microchip has also completed its 120th consecutive quarter of profitability on a non-GAAP basis. In the last 30 years, Microchip transformed from a small company focused on nonvolatile memory products, to an embedded solutions powerhouse with a broad and innovative range of solutions as well as leadership positions in the industrial, data center, automotive, communications, consumer and aerospace and defense markets. We have also been an industry consolidator, having acquired about 20 companies, including well-known industry names like Silicon Storage Technology, Standard Microsystems, Micrel, Atmel and Microsemi. All of the acquired companies were successfully integrated into Microchip's business and created outstanding value for the stockholders of Microchip. Leading Microchip for the last 30 years has been the greatest privilege of my 42 years in the semiconductor industry. I turned 65 in July of this year. I often thought about transitioning to an Executive Chair role by that date. I discussed this with our Board of Directors as part of our succession planning process earlier this year, but no decision was made at that time. Then given the unexpected COVID-19 pandemic, the Board and I thought it was best to delay any transition so that it would not occur during a very turbulent and unpredictable time. I have now decided that the time is right to make this change. The overall decision was made easier given that Microchip has someone as qualified as Ganesh to assume the CEO role and given the strength of the rest of our management team. I have known Ganesh for 39 years since hiring him as a new college graduate at Intel in 1981. He has a demonstrated track record of success. And our proven partnership over the last 19 years at Microchip makes him my logical successor. He is an energetic, articulate and thoughtful leader who is widely respected amongst our customers, partners, suppliers, investors and analysts as well as the entire Microchip employee base. Ganesh joined Microchip in 2001 and served as the vice president of multiple business units. In 2006, he was promoted to Executive Vice President, with extended business unit and manufacturing responsibilities, and assumed the role of Chief Operating Officer in 2009. Ganesh has served as President and Chief Operating Officer from February 2016. Since then, Ganesh and I had jointly led Microchip. Now starting March 1, 2021, Ganesh will become the President and CEO of Microchip. I will remain as an Executive Chairman. I will work with Ganesh to continue to drive the strategic direction of this company and maintain a strong culture and succession planning that we have developed here. We also announced today that starting January 4, 2021, Karen Rapp will join the Board of Directors of Microchip and will also join its Audit Committee. Karen is no stranger to the technology investment community. She's currently the CFO of National Instruments. She also serves on the Board of Plexus, which is a contract manufacturer. Karen brings with her extensive large company -- large public company experience and significant leadership accomplishments in financial management, financial governance, information technology and cybersecurity. We are all very pleased to have Karen join our Board. I will now pass this call to Eric Bjornholt, and he will cover the earnings part of this conference call. Eric?
J. Bjornholt:
Thanks, Steve, and good afternoon, everyone. We are including information in our press release in this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing our GAAP and non-GAAP results. We have posted a summary of our outstanding debt and our leverage metrics on our website.
We will now go through some of the operating results, including net sales, gross margin and operating expenses. Other than net sales, I will be referring to these results on a non-GAAP basis, which is based on expenses prior to the effects of our acquisition activities, share-based compensation and certain other adjustments as described in our press release. Net sales in the September quarter were $1.31 billion, which was flat sequentially and above the high end of our narrowed guidance range from September 9, 2020, when net sales were expected to be down between 2% and 6% sequentially. We have posted a summary of our GAAP net sales as well as end market demand by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were very strong and near record levels at 62.2%. Operating expenses were at 23%. And operating income was an outstanding 39.2%, all better than the high end of our revised guidance from September 9. Our factory underutilization charges decreased from $13.9 million to $12.2 million sequentially as we started to ramp our factories to respond to the stronger-than-expected business conditions. We expect the continued ramp of our factories to lead to lower underutilization charges in the December quarter. Non-GAAP net income was $416.4 million. Non-GAAP earnings per share was $1.56, $0.15 above the midpoint of our guidance and $0.10 above the high end of our guidance from September 9. On a GAAP basis in the September quarter, gross margins were 61.7% and include the impact of $6 million of share-based compensation expense. Total operating expenses were $581.7 million and include acquisition intangible amortization of $232.9 million, special charges of $4.3 million, $0.7 million of acquisition-related and other costs and share-based compensation of $43.7 million. The GAAP net income was $73.6 million or $0.27 per diluted share. Our September quarter GAAP tax expense was impacted by a variety of factors, including tax reserve releases associated with the statute of limitations expiring, offset by tax reserve accruals associated with developments of the Altera court case during the period, deferred tax impacts of enacted changes in tax law occurring during the period, deferred tax impacts of our convertible debt exchange transactions occurring during the period and other matters. Our non-GAAP cash tax rate was 5% in the September quarter. We expect our non-GAAP cash tax rate for fiscal '21 to be about 5.5%, exclusive of the transition tax, any potential tax associated with restructuring the Microsemi operations into the Microchip global structure and any tax audit settlements related to taxes accrued in prior fiscal years. We have many tax attributes and net operating losses and tax credits as well as U.S. interest deductions that we believe will keep our cash tax payments low. The remaining cash tax payments associated with the transition tax are expected to be about $221 million and will be paid over the next 5 years. We have posted the schedule of our projected transition tax payments on the Investor Relations page of our website. Our inventory balance at September 30, 2020 was $661.4 million. We had 120 days of inventory at the end of the September quarter, up 3 days from the prior quarter's level and primarily a result of our strong gross margin performance. Inventory at our distributors in the September quarter were at 30 days, which was flat to the prior quarter. We believe distribution inventory levels for Microchip are still low compared to the historical range we have experienced over the past 10 years, which is between 27 and 47 days. Our cash flow from operating activities was $455.8 million in the September quarter. As of September 30, our consolidated cash and total investment position was $370.3 million. We paid down $331.1 million of total debt in the September quarter. Over the last 9 full quarters since we closed the Microsemi acquisition and incurred over $8 billion in debt to do so, we have paid down $2.95 billion of the debt and continue to allocate substantially all of our cash, excess cash beyond dividends to aggressively bring down this debt. We have accomplished this despite the adverse macro and market conditions during most of this period, which we feel is a testimony to the cash generation capabilities of our business as well as our ongoing operating discipline. We continue to expect our debt levels to reduce significantly over the next several quarters. In the September quarter, we also exchanged $796.1 million of our 2025 and 2027 convertible senior subordinated notes for cash and shares of common stock. While these transactions did not impact the overall level of debt on our balance sheet, we believe that these convertible exchanges will benefit stockholders by significantly reducing the share count dilution to the extent our stock price appreciates over time. Our adjusted EBITDA in the September quarter was $566.7 million, and our trailing 12-month adjusted EBITDA was $2.181 billion. Our net debt-to-adjusted EBITDA, excluding our very long-dated convertible debt that matures in 2037 and is more equity-like in nature, was 4.04 at September 30, 2020, down from 4.24 at June 30, 2020. Our dividend payment in the September quarter was $95.3 million. Capital expenditures were $6.3 million in the September 2020 quarter. We expect about $35 million in capital spending in the December quarter and overall capital expenditures for fiscal '21 to be between $110 million and $120 million. Our capital expenditure forecast for fiscal '21 has increased as we prepare for growth in our business as well as actions we are taking to increase our internal capacity in the face of constraints our outsourcing partners are experiencing, which Ganesh will talk more about. We continue to add capital to maintain and operate our internal manufacturing operations, support the production capabilities of new products and technologies as well as to selectively bring in-house some of the wafer fabrication, assembly and test operations that are currently outsourced. We expect these capital investments will bring gross margin improvement to our business and give us increased control over our destiny during periods of industry-wide constraints. Depreciation expense in the September quarter was $39 million. I will now turn it over to Ganesh to give us comments on the performance of the business in the September quarter. Ganesh?
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. Let's start by taking a closer look at microcontrollers. In a weaker-than-normal macro environment, our microcontroller revenue performed better than we expected. Our microcontroller revenue was sequentially down 1.8% as compared to the June quarter. On a year-over-year basis, our microcontroller revenue was up 0.8%. Microcontrollers overall represented 53.7% of our revenue in the September quarter.
Now moving to analog. Our analog revenue was sequentially down 2.3% as compared to the June quarter. On a year-over-year basis, our analog revenue was down 8.2%. The weaker year-over-year performance of our analog revenue as compared to our microcontroller revenue was primarily due to our product lines which originated from Microsemi, which had higher exposure to Huawei, the communications end market in general, the commercial aviation market and the space market. Analog represented 27.6% of our revenue in the September quarter. Our FPGA revenue was up 24.8% sequentially as compared to the June quarter and achieved an all-time record even going back to the Microsemi history. On a year-over-year basis, our FPGA revenue was up 16.3%. I would like to caution investors that although the FPGA revenue trajectory is positive, the revenue does have some lumpiness associated with it because of the large exposure to the aerospace market. FPGA represented 8.3% of our revenue in the September quarter. Our licensing, memory and other business, which we refer to as LMO, was flat in revenue as compared to the June quarter. LMO represented 10.4% of our revenue in the September quarter. In October, we completed the acquisition of 2 small private companies. The first acquisition was New Zealand-based Tekron International, a global leader of timekeeping technologies and solutions for smart grid and other industrial applications. Timing is an operational necessity for real-time smart grid management and monitoring. Modernization, complexity and cybersecurity challenges within the power utilities are driving the need for more precise, secure and reliable time. Acquiring Tekron enables us to expand our offering for the expanding smart energy and industrial markets. The second acquisition was Toronto-based LegUp Computing, whose high-level synthesis tool expands our FPGA edge compute solution stack to make it easier for software engineers to harness the algorithm accelerating power of Microchip's PolarFire FPGA and PolarFire system-on-chip platforms. The LegUp acquisition also complements the VectorBlox acquisition we made a year ago, which added domain expertise in the areas of machine learning algorithms and vector processing for edge compute applications. Tekron and LegUp were very small tuck-in acquisitions, more akin to acquiring intellectual property along with domain experts to help us accelerate our business agenda in specific laser-focused areas. Both acquisitions were valued in the mid-single-digit millions of dollars and hence not material to the rate at which we're paying down our debt. The 2 acquisitions are expected to add less than $1 million of revenue in the December quarter. In mid-September, per the U.S. Department of Commerce regulation, we stopped all shipments to Huawei. Our Huawei-originated revenue represents about 1% to 2% of Microchip's overall revenue and was sequentially down from the June quarter to the September quarter. We are working with the Department of Commerce to apply for licenses for products and technologies that we believe have no impact to U.S. national security interest. We do not know if or when such licenses may be granted. Therefore, we have no Huawei revenue in our December quarter guidance that Steve will provide. During the September quarter, we began to experience rising constraints in our supply chain due to a number of industry-wide factors, among them, Huawei's push throughout the supply chain to complete manufacturing of all their products prior to the shipment ban; competition for market share by Huawei's competitors seeking to replace them, which further stressed the supply chain; and ongoing shift of semiconductor manufacturing out of China to avoid tariffs and trade sanctions, pressuring the capacity in other Asian countries where we manufacture through our partners; a very significant mobile phone refresh cycle, which competes for the same outsourced capacity we used; and last but not least, the rising demand from the automotive, industrial and consumer markets, which we saw. The confluence of these factors created supply chain constraints, which are continuing into the December quarter. At times like this, we are fortunate to have our internal factory capabilities, and we are making strategic capacity investments as we seek to better position our business for growth. Given the current market dynamics, we are providing some qualitative trend insights into our principal end markets for the September quarter. As expected, we saw the automotive, industrial and consumer home appliance markets start their recovery. Medical devices for elective procedures, like hearing aids, pacemakers, et cetera, which experienced a slowdown in the June quarter as individuals and hospitals delayed elective procedures, also started the recovery in the September quarter. As expected, we also saw the work-from-home-related markets of computing and data center as well as medical devices for hospitals revert to more normal demand patterns as the surge we saw in the June quarter dissipated. In general, enterprise demand remains weak as most businesses remain predominantly with work-from-home policies, thus deferring enterprise spending for the office environment. Finally, before I hand off to Steve, I would like to take the opportunity to express my deep gratitude to Steve and to the Microchip Board of Directors for the responsibility being entrusted in me when the baton gets handed next March. As we all know, Steve will be leaving big shoes to fill, with an impeccable 30-year history as CEO of Microchip. Yet the partnership we have forged over many years of working together, in addition to the support of our long-tenured executive team at Microchip, gives me confidence to lead the next phase of Microchip. I would especially like to thank Steve for being my mentor and my partner through the many years that we have engaged business challenges and opportunities together and for everything I've been privileged to learn from him. I am particularly glad and thankful that Microchip and I can count on his continued support and advice in his Executive Chair role. Thank you, once again, Steve. Let me now pass it to Steve for comments about our business and our guidance going forward. Steve?
Steve Sanghi:
Thank you, Ganesh. Today, I would like to first reflect on the results of the fiscal second quarter of 2021. I will then provide guidance for the fiscal third quarter of 2021.
The September quarter continued to demonstrate what the best of Microchip culture and its people represent. Our global team of operations, business units, sales and marketing and support groups all came together in the middle of a global pandemic while working with a pay cut and delivered a superb quarter. Despite the COVID-19 pandemic challenges, we delivered net sales of $1.31 billion that was essentially flat sequentially and down only 2% from the year ago quarter. This is compared to our net sales guidance, which was to be down 4% sequentially at the midpoint as we capitalize on strong turns opportunities in September. We also delivered outstanding non-GAAP gross margin of 62.2%, which were near an all-time record level. We also achieved non-GAAP operating margin of 39.2%, above the high end of our guidance. Our consolidated non-GAAP EPS was $1.56, $0.15 above the midpoint of our guidance. Our bookings were very strong in the September quarter. We began the September quarter with a backlog position on July 1 to be down 8% from the backlog for June quarter on April 1. With strong bookings and strong turns still in the quarter, we ended the quarter at essentially flat compared to minus 4% at the midpoint of our guidance. Now I will discuss our guidance for the December quarter. Our bookings have remained strong in October. We are seeing a good recovery in the automotive, industrial, home appliance and medical devices for elective procedures markets. At the same time, work-from-home-related markets of computing and data centers as well as certain medical devices that surged with the pandemic revert to more normal demand. There is one other factor that we have to account for in our guidance for the December quarter, and that is the Huawei effect. Huawei was an over 1% customer in the September quarter, and it will be 0 in the December quarter. Taking all these factors into consideration, we expect our net sales for the December quarter to be between flat to up 5% sequentially. Considering that, seasonally, the December quarter is down by approximately 2% to 3% and counting the minus 1% Huawei effect, we believe that our guidance is well above seasonal and represents multiple industries recovering as well as Microchip continuing to gain market share in multiple end markets and product lines. Investors and analysts have asked us in the last few months about making a call about the bottom of this cycle. With tremendous uncertainty about the COVID-19 situation and the elections, we have not been willing to make the call. Today, we are making that call. We expect that June and September quarters were the bottom for this business cycle for Microchip. We are guiding to a much stronger-than-seasonal December quarter. And we expect significant growth in calendar year 2021. Based on the much better-than-expected financial results in the September quarter, we gave our employees half of their September quarter salary sacrifice back in the form of a bonus. We have also been gradually lowering the percentage of salary sacrifice. And just yesterday, the Board of Directors approved the entire company to revert back to full salary later this month. These salary changes are dialed into our guidance that we are providing today. We thank all of our employees worldwide that have traveled this journey of shared salary sacrifice with us in the past 3 quarters, enabling us to be prepared for multiple contingencies as COVID-19 uncertainties unfolded. This represents the best of Microchip culture and the commitment of our employees to ensure the long-term success of the company. For the December quarter, we expect our non-GAAP gross margin to be between 62.4% and 62.8% of sales, which will be a new all-time record. We expect non-GAAP operating expenses to be between 23.1% and 23.7% of sales. We expect non-GAAP operating profit to be between 38.7% and 39.7% of sales. We expect our non-GAAP earnings per share to be between $1.51 per share to $1.63 per share. We also expect to pay down another approximately $300 million of our debt in the December quarter. We continue to believe in the strength and diversity of the businesses and end markets we are in to achieve long-term growth in excess of the average semiconductor market growth. I would like to advise investors and analysts about one other change. In the past, we have been providing a mid-quarter update often to coincide with our presentation at sell-side financial conferences. Our peers and competitors typically do not provide a mid-quarter update. Beginning this quarter, we will discontinue this practice and no longer plan to provide such updates. Given all of the complications of accounting for our acquisitions, including amortization of intangibles, restructuring charges and inventory write-up on acquisitions, Microchip will continue to provide guidance and track its results on a non-GAAP basis except for net sales, which will be on a GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters, and we request that the analysts continue to report their non-GAAP estimates to first call. With this, operator, will you please poll for questions.
Operator:
[Operator Instructions] And we'll take our first question from Ambrish Srivastava with BMO.
Ambrish Srivastava:
Steve, congratulations, and you'll be missed. And Ganesh, congratulations to you as well. I guess you'll have to take over Steve's role to keep us on our toes when we get on this call to ask a question.
Ganesh Moorthy:
It's a hard act to follow.
Ambrish Srivastava:
I know, big shoes to fill, but we would be expecting you to. 2 questions for me. One is on the constrained side. Could you just help us understand how has that translated into lead times? And then if you didn't have the constraints, how much of the business or what would the guidance have been? And then the second question is, maybe Eric can help us on this one, is on the capacity side. So a lot of moving parts there. So what was the -- what has been the outsourced versus in-source, both front end, back end? And then the capacity -- the CapEx increase, what should we be expecting both those 2 to be? And then how is that going to impact gross margin?
Ganesh Moorthy:
Do you want to take the lead times, Steve?
Steve Sanghi:
No. You go ahead. Take it.
Ganesh Moorthy:
So on lead times, the vast majority of our line items still have a 4- to 8-week type of lead times for standard products. There are specific package combinations that do have longer lead times. What is happening is, for the factors that I described, it is eating into multiple layers of the supply chain, so into the packaging and some of the subassembly involved in the packaging and into the testing infrastructure as many of these things come together at the same time. So we don't have huge issues with supply issues, but we have spot issues with specific package product combinations where they are. But by and large, for the vast majority of our products, we still have pretty good lead times. Go ahead, Eric.
J. Bjornholt:
Okay. The second piece of your question was there was -- it was kind of multifaceted there, but we've got some capacity questions. So we are making investments, as we walked through in our prepared remarks, in wafer fab, assembly and tests to increase our capacity. And if you look at last quarter, we did about 39% of our wafer fab in-house, 47% of our assembly and about 54% of our tests. These are relatively slow-moving metrics even with making investments. But over time, we absolutely would expect the assembly and test percentages to go up as we make these investments. But again, they're relatively slow-moving metrics.
But the investments that we're making are all gross margin accretive. And you can see that our gross margin, we're guiding up in the current quarter, and we are expecting lower underutilization charges in the current quarter as we ramp our factories. And all these incremental adds to capacity that we're making, whether it's fab assembly or test, should all add to gross margin benefits for us down the road.
Ambrish Srivastava:
But unable to quantify at this point, Eric, as to how to think about the longer-term -- not the gross margin, what would the steady-state assembly and test would look like and front end would look like in-source versus outsourced?
J. Bjornholt:
So again, I don't expect the wafer fab to move significantly in terms of the percentage that we do in in-source versus outsourced. As the business grows, obviously, we're making investments. On the assembly and test side, we do expect those percentages to go up. Ganesh, do you want to give a comment on where you think they can go over time?
Ganesh Moorthy:
Yes. They move a little bit more slowly over time, and we expect that they will probably be in the north of 60% longer-term for assembly probably north of 70% for test. And there's a lot of moving parts into going into that. But that's what we like to be at. It gives us some control. It gives us capacity when it's difficult to get outside, gives us some control on our costs as well. And it all pays for itself in short periods of time in the way we measure what we do or don't do.
Steve Sanghi:
With the Micrel, Microsemi and Atmel acquisitions, we were at about 70% assembly and 95% test. So as we bought these 2 large companies, Atmel and Microsemi, they were much more outsourced than we were and our percentages dropped quite dramatically. And we've been working our way up and ideally would like to get back to the higher than 60% assembly and probably higher than 80% test, but it's a painful and slow transition because there's just too many variants, too many packages, too many test programs to correlate and all that. So it's an ongoing effort that will go on for years, but there are really no quick movements.
Operator:
We'll go ahead and take our next question from Vivek Arya with Bank of America Securities.
Vivek Arya:
And congratulations and best wishes to both Steve and Ganesh. Steve, my question is both near term and the growth you are expecting for next year. When I look at near term, in the September quarter, your microcontroller and analog sales were down a little bit. Year-on-year also, they are down a little bit. So I'm curious what is giving you the confidence to say we are at the bottom of the cycle when there is still some macro uncertainty because of elections and lockdowns. I'm just curious to hear those views.
And then when you say significant growth for calendar '21, when I look at consensus growth numbers right now, they are for about, I think, 7% or so sales growth. What does significant mean? Does it mean 5%, 10%, 15%? What is significant in your book?
Steve Sanghi:
Well, what gives us the confidence is really we have worked through all the -- if you go back to February, March time frame, many of the estimates that the analysts and investors had were a very, very large drop because of COVID, of the type of 20%, 30%. Many people were modeling the business like the 2009 global financial crisis. Even some of our competitors were. We saw it clearly, and we were not modeling the business to be down that much. And we were right, our business was up in March. It was down only 1.3% sequentially in June. It is flat in September. And it's going up in December. So we kind of have been relatively more correct than anybody else.
We are seeing substantial backlog building up. The backlog for the current quarter is significantly stronger than the backlog for the last quarter. And this is supposed to be a seasonally down quarter. Still, we think we're going to do pretty well. And then the bookings we're receiving, which are aging into the next quarter and the quarter after, are just very, very large. We're getting very, very strong bookings. Now some of that is concerns about the supply chain, a lot of constraints and all that, so people are giving orders earlier. Not that our backlog is much larger than before at a similar point in time, but that doesn't mean all that becomes growth because people give you orders earlier and then the crawl chart rolls off because you already got the bookings. But despite all that, we're expecting a much, much better March quarter and a significant growth after that. You asked what does significant mean, it means a lot more than 7% that you have a consensus.
Operator:
And we'll go ahead and take our next question from John Pitzer with Crédit Suisse.
John Pitzer:
So I'll add my congratulations to both Steve and Ganesh. And Steve, I appreciate all the help over the years. I'm sure a lot of the analysts on the call feel the same way. I guess my first question is, Steve, you're calling sort of for the bottom of the cycle, June, September levels. I think what's very impressive is where your operating margins are despite the fact that we're at the bottom of the cycle.
I'm just kind of curious, I know that expenses have been a little bit light this year because you guys have pulled back on things like variable comp. But given that you're not in the market of buying assets and you're really going to be just focusing on operational efficiencies, how should we think about incremental operating margins and kind of where operating margins can go from here?
Steve Sanghi:
So I think we have given a longer-term model, which is 63% gross margin, 22.5% operating expense and 40.5% operating margin. We're not quite there. We're getting close. The midpoint of our guidance is about 62.6% in gross margin this quarter, and I don't quite have the number on the top of my head on the operating margin. We got a little bit more to go before we really get to our numbers. And we will be analyzing going into the next fiscal year. We'll be looking at all that and at some point in time, coming back to The Street with a new longer-term target when we think that current targets have either been achieved or within a striking range.
John Pitzer:
That's helpful. And then for my follow-up for Ganesh. Your commentary around FPGAs in your prepared comments, notwithstanding kind of your caution that's a lumpy business, I'm just kind of curious if you can talk a little bit about kind of your core advantage in that market. That's becoming sort of a rarer asset over time now with some of the M&A activity in the space. What kind of longer-term prospects do you see in the FPGA space for you?
Ganesh Moorthy:
Sure. So in the FPGA market, we play specifically in the midrange of FPGAs, which is measured by how many logic elements there are in it. We don't go after the very high end. There are other players who are invested there. But in the midrange and lower end, we focus on applications that need low power. We have nonvolatile memory on these products that have security needs, that have robustness needs. And those take us into end markets that we really like. Those end markets are defense and aerospace. They're automotive, now with Microchip taking FPGA products into our historical strength, and industrial, once again, Microchip taking FPGA into our historical strength. So those are the end markets that we believe we're able to take, over the long term, the advantages of what we bring with our FPGA products in terms of low power, security, robustness and being able to position it into the markets where we have the strengths.
Operator:
And we'll go ahead and take our next question from Toshiya Hari with Goldman Sachs.
Toshiya Hari:
And congrats to both Steve and Ganesh. Steve, you talked about your December quarter guidance being roughly 5 percentage points above typical seasonality, maybe 6% when you take into consideration the Huawei dynamic. You also talked about end market strength and share gains contributing to that outperformance. What portion of that 5% to 6% outperformance relative to typical seasonality is share growth? And what percentage is end market strength? And you sort of alluded to this before, but are you concerned at all that customers are pulling in end demand and you see a correction in sometime in the first half of '21?
Steve Sanghi:
Well, first of all, it's impossible to break down the growth better than seasonality into the 2 components that you described, what portion of the growth is market share and what portion of the growth is really just better end market. That's really very, very difficult on a short-term basis. You could really do a longer-term comparison on a growth rate basis, looking at how everybody else grew. We have no idea how everybody else is going to do this quarter or next quarter or next year. So I don't really have a good answer to that question.
But to your question about the correction next year because customers are pulling in, we don't really see customers pulling in demand, we see customers pulling in, placing their orders and then scheduling them into the next year -- next quarter and the quarter after. And this is something we asked for through our letter back in July. We asked the customers then that in addition to the near-term orders that you've been giving us, please give us a longer-term backlog, tell us your requirements in the time of building constraints so we can plan accordingly and put the capacity in place. And customers have responded very strongly. So we're getting very strong bookings. But the component of the bookings that's aging into the next quarter and even a quarter after is very, very good. We have a lot of backlog already for the June quarter. And we have very, very strong backlog for the March quarter. So they're not pulling in deliveries, they're pulling in, placing orders and scheduling the deliveries, so they're not left short in case there are constraints.
Toshiya Hari:
Got it. And then as a quick follow-up, Steve, obviously, you've had a very successful career over multiple decades. Anything you feel like you left on the table? I know you're not necessarily leaving the company, but anything on your to-do list that Ganesh and the team can potentially move forward with?
Steve Sanghi:
Well, I don't have any regrets in the timing of -- as I'm doing it, it's more -- much more age-related and a family situation and grandkids and all that. But I could really go back to the Microsemi acquisition, which we announced in 2018 and the goals we had set out in terms of earnings per share and overall accretion. And we were talking about achieving $8 by the end of the third year. Some of those got interrupted by 2 major industry events. One was the entire U.S.-China trade war that took some wind out of the sails and then the COVID-19. And due to those 2 events, our credit rating came under pressure. The leverage became much higher in an uncertain situation, which was comfortable in a growing business but not as comfortable in a situation when leverage is high and the business has a lot of uncertainty.
Back in the March time frame, analysts and investors were asking me questions regarding what happens if your business goes down 35%. And I was telling them, our business is not going down 35%. And they were not believing it, like why not, what if it happens. So I would say that the last 2 years have been difficult. And if we were able to have a normal level of growth in the last 2 years and all the accretion that we have achieved on the top of that, we would be over $8 of earnings per share today and hopefully start with the near $200 rather than where it is today. And I leave that for Ganesh to put a 2 00 in front of it.
Operator:
And we'll take our next question from Harlan Sur with JPMorgan.
Harlan Sur:
And let me also offer my congratulations to Steve and Ganesh. I guess, first question, what was book-to-bill in the quarter? And then given the strong demand environment and constraints, now may not be the right time to be executing to this, but I believe that you guys still have a network of very small fabs in your manufacturing footprint. So if you can -- just maybe how much of this is yet to be consolidated? Can you just remind us how much more COGS savings are still to come as you consolidate these smaller fabs and over what period of time?
Steve Sanghi:
So we're not specifically providing a book-to-bill ratio for Q2. I think we had given the reason for that many times in the past. Our book-to-bill ratio was very good. And usually, we have seen investors and analysts essentially take the book-to-bill ratio and try to translate that into a growth number, which does not really work because I already said that a lot of the bookings, strong bookings that we are receiving, are actually aging into the March quarter and some even into the June quarter.
So bookings -- the bookings we receive for aging over the next 12 months, and you divide that number by billings in 1 quarter, so it's a little bit apples and oranges. Bookings over the next 12 months, aging over the next 12 months, but billings shipped into the last quarter. The number was very good, but providing that numerically, that number, we have seen investors not interpret it correctly. What was the second part of your question?
J. Bjornholt:
It had to do with cost of sales, improvement and ongoing consolidation of factories and things like that. So I'll start, and then Steve or Ganesh can add on to that. So we announced last November some restructuring of our Colorado wafer fab, and we're making excellent progress on those fronts and have achieved a large amount of the cost savings that we outlined at that time. And you've seen our gross margins hold up extremely well. There's still work to be done. Our operations teams and both the front-end operations and the back-end operations are extremely busy. And we talked about our capital expansion plans and the improvement that we'll see in gross margin there. And obviously, the more product running through our own factories absorbs the large flywheel of activities that we have on the cost side.
So we've got a lot of good things working on gross margin. We've guided at the midpoint this quarter to 62.6%, which isn't very far away from our 63% target. So we feel good about that. And -- but I don't think we're going to talk specifically about some of the specific actions that are being taken, but we're doing well on structuring the operations appropriately. Steve or Ganesh, anything to add to that?
Steve Sanghi:
Well, yes. What I will add is that if you look at our gross margin and operating margin performance in this down cycle, I mean, it's been exemplary. And compare it to any of the prior cycles, we did just extremely well. Our gross and operating margins did not go down by many hundreds of basis points. I think gross margin used to go down by 600-plus basis points. Now why is that? I think that's partially the result of diversifying the business, creating several end markets. The acquisitions we did really helped us build that, serving the entire solution of the customer with a total system solution. So the revenue didn't fall as much. The gross margin didn't fall as much. And the operating margin didn't fall as much. And we are sitting at near-record gross margin and just had shy of the record operating margin at the bottom of the cycle.
And as we go from here, as the revenue increases and we are ramping all of our factories, as I spoke about, all our high-volume fabs and assembly and test are all on a rapid ramp to provide the growth that we see into next year. We have increased our capital expense budget. So as we achieve that ramp, the incremental cost of the next product we make is much lower than the cost of the product we're making today because you get better absorption and the incremental gross and operating margin, you understand that concept. So it's a very, very exciting time we're going into, where, at the bottom of the cycle, we are near a record. And then, from there, as the factories ramp and the underutilization first goes to 0 and then you go above that and incrementally start dropping gross and operating margin, that would be very, very good. And what we need to do is really put some numbers around it and at some point in time, talk to you regarding what does that mean in the long-term model that we're not prepared to do today.
Harlan Sur:
Got it. Okay. And maybe just a quick follow-up on the product side. I thought that you guys actually introduced the RISC-V-based FPGA product, but I wanted to get your views on any initiatives that the team has in terms of RISC-V open architecture as an addition to your MCU product portfolio.
Ganesh Moorthy:
So we are part of the RISC-V foundation through the Microsemi acquisition. It had started before us. The first point of implementation is on the FPGA SoC product lines. And we did introduce that, as you noted. There are many possibilities with RISC-V, and they are being evaluated within Microchip, but there's really nothing to report at this point beyond what we have done on FPGA.
Operator:
And we'll go ahead and take our next question from Craig Hettenbach with Morgan Stanley.
Craig Hettenbach:
Certainly, quite the journey, Steve, in the last few decades, to see that the company evolved just organically and through M&A. On the last point, including M&A, I think one of the things that's been focused now is with total system solutions. Maybe you can just give some context or update of kind of where you stand with that and some of the efforts you're driving through the sales force.
Steve Sanghi:
So I think when you look at an embedded control system, a microcontroller-based system, it has a large number of components around it. And over the years, the number of components have increased. Now even go back 10, 15, 20 years ago, it will usually have some sort of power management, A to D converters, reference devices, maybe some discrete devices, some study grams, some memory, flash memory, nonvolatile memory. It will have those kind of things.
But over the years, the amount that goes around that microcontroller has increased substantially, and it increased substantially with connectivity. So today, you need a USB, Ethernet, WiFi, Bluetooth, display driver, touch functionality, so just high-voltage sensors and others. So the number of components that go into an embedded control system have really multiplied in the last 20 years. And we began our journey of really selling things around the microcontroller beginning in about '99, 2000, and then we did a small analog acquisition of TelCom Semiconductor in 2001. And with those resources and adding to it, we started building our analog franchise. And then we didn't really start doing the drumroll of acquisitions until about 2010. But the results have been that we have added all those products now available from Microchip, you can buy them as a kit or you can buy them separately. But if you now look at a reference design for an application and almost find any embedded control application in home, in industry, in car and in any place, open an appliance and look at its printed circuit board, you can essentially have everything on that from Microchip today, a microcontroller, a memory, analog, converters, opt-ins, some sensors, power management, drivers, connectivity, Bluetooth, Ethernet, WiFi, 802.11, anything else. And so we feel that we have done all that, and now we have a powerful franchise to be able to sell that entire solution. And the challenge in the last couple of years has been now training the sales force to really be able to take that kind of message to the market, and they're doing very well at it. So at this point in time, we do not really feel a burning desire to have to do another acquisition. The valuations are sky-high, will never meet our taste. And number two, we still have high leverage and we're paying down debt. And we have clearly signaled to The Street that when our leverage goes down and then we're still producing a large amount of free cash flow, a more likely use of that free cash flow is the increasing dividend and stock buyback and all that and not the new set of acquisitions. So I think that's where we are because we feel we have completed the solution, we have an enormous scale and do not have the scale disadvantage anymore. And with that, we are going to grow the business organically.
Operator:
And we'll go ahead and take our next question from William Stein with Truist Securities.
William Stein:
And I'll add my congratulations on the transition. It's been quite a run. So congrats on that. I want to dig into the concept of book-to-bill and backlog that you've made very positive comments around, Steve. But maybe I can ask about it this way. It sounds like the book-to-bill was very strong. Backlog is up a lot, but it's coming more in the form of duration of backlog as opposed to what's deliverable in the near term. Is there any metric you can give us around that, around the duration or around maybe what portion of March do you think is now filled?
And then the concurrent question with that is those behaviors from customers typically happen under 1 of 2 conditions, either the customers suddenly have a lot more confidence or optimism in their business and the other is when they think they're not going to be able to get supply. I wonder if you could comment as to which of those you think is driving the improved duration of the backlog.
Steve Sanghi:
So I think it's a combination of it. Obviously, having such a broad customer base of 125,000-plus customers, you often don't really know how the customer is thinking, so you get samples of it as you talk to the large customer and visit them. And we're really not even visiting them these days. The interaction is largely virtual. But I think it's a combination of customers reading about strengthening lead times in the industry, constraints they are hearing. And when they have an experience from not being able to acquire one component, let's say, from one of the other suppliers, the purchasing manager's action often is to really go ahead to secure and place the order on all the components, whether the lead times are going out at a particular supplier or not.
And in our case, we specifically advised the customers back in March that we were getting largely short-term orders, and we need short-term orders to make the quarter. That's great. We thank them, but we also needed your longer-term orders so we can more efficiently build the parts and batch process it and place the orders on our suppliers ahead of time and so on and so forth. And what I would say is that the customers have responded extremely well. I mean our customers have always responded to our letters extremely well. And what you have seen is, a quarter later, exactly a quarter after we wrote that letter, and customers have placed a large amount of backlog that ages into the following quarter.
J. Bjornholt:
Maybe just want to clarify one thing Steve said there. He mentioned the letter to customers in March. It was actually in July. I know that's what he meant to said, but just for the record.
Steve Sanghi:
I meant -- yes, July 7 was the date I thought, somewhere early July.
Operator:
And we'll go ahead and take our next question from Shawn Harrison with Loop Capital.
Shawn Harrison:
My best wishes. An easy question, hopefully, and then a question more on distribution. With the volatility in FPGA associated with the aerospace business, should we assume that you kind of see more of a normalization here in the December quarter?
And then second, Steve, how are the distributors reacting to the tightness in supply or the tightening of supply out there? I know you highlighted that channel inventory days are still low, but is there any pressure for them to add more Microchip stock?
Steve Sanghi:
So what was the -- I'll take the distribution. What was the first part of the question?
J. Bjornholt:
On the FPGA trends. Why don't I take that one, Steve.
Steve Sanghi:
Go ahead.
J. Bjornholt:
So as we have said many times, FPGA is a more lumpy business. Trajectory-wise, if you plot the last many quarters, you'll find that it is up and to the right. Quarter-to-quarter, there are going to be changes depending on which lumpy business is coming through or is delayed for whatever reason, and that's what you will continue to see. But if you look at it over 8, 9, 10 quarters, you'll see that it is up and to the right as an overall FPGA business for us.
Steve Sanghi:
Go ahead, Steve. So on the distribution front, we're getting huge orders from distribution just as well as we are getting it from direct customers. So our bookings were strong in both, in the distribution channel as well as in the direct channel. And the behavior is largely similar where we're getting bookings to make -- we got the bookings to make the September quarter, and we're getting good bookings to fill up the December quarter, but very large number of bookings are really actually aging into the March quarter and some even in the June quarter. So distributors also are layering in the backlog so that, if the lead times push out further, they're not impacted, and they're placing the backlog already going into the next quarter.
So when we wrote the letter, the letter was not only to our direct customers. It was also the same message to the distributors, and they have responded in kind. And just overall inventory has been low for quite some time. I think it hit 15-year low. And then from that, it has only come up a day or two. So in the coming year, as we are expecting significant growth, my sense is it's really up to distribution, but my sense is that the distributor will have to increase the inventory and can sit at a 15-year low.
Operator:
And we'll go ahead and take our next question from Chris Caso with Raymond James.
Christopher Caso:
Yes. And Steve and Ganesh, congratulations to you both. It's been a pleasure working with you both. The question is regarding seasonality. And you mentioned your view of normal December seasonality down 2% to 3% sequentially. I know in the past, since the Microsemi acquisition, you've hesitated to make a call on seasonality because there really hasn't been much of a normal environment since that acquisition closed. Given that you've offered that for December, do you have a view or an updated view on what you'd consider to be normal seasonality for the March, June and September quarters?
Steve Sanghi:
We really don't. I think we're going to have to run a whole year normal and kind of start to look at it. If you go back prior to the Microsemi acquisition, then March quarter will usually be up sequentially, I would say, a couple of percent, 2%, 2.5%. This year, March was up 1.3%, although it got impacted at the late part of March with the China not coming back from the COVID-19 crisis. Despite all that, I think we were up a couple of percent and could have been more. So I think the March seasonality is somewhere around 2%, 2.5%. But I think there are less data points on it with the acquisition than would be otherwise. If you take the Microsemi out, I feel comfortable with a couple of 2%, 2.5%. Add the Microsemi in, we don't have enough data points.
Christopher Caso:
Right. Okay. Understood. Just as a follow-up, with regard to the repayment of debt. Eric, this is for you. Just could you give us a sense of what your expectations will be over the next few quarters? Again, assuming that there is some degree of recovery, as you say, you should be generating more cash. And how does that affect the timing on getting to your net debt target, which I believe is 3?
J. Bjornholt:
Yes. I mean we've been generating a bunch of cash each quarter. We indicated that we expect about a $300 million debt paydown in the current quarter. There's some positives and negatives. Obviously, if revenue is growing, we're going to throw off more operating margin, and we are specifically trying to invest a bit more in capital as we talked about. So our CapEx was extremely low in both the June and September quarters, and it's going to be higher here in December and March so a bit of an offset. But I would expect $300 million-plus range. And as the business environment improves, that's only going to go up. So we're making really good progress on debt paydown and expect that to continue. And you mentioned the 3x or less, and that's what we're looking for, looking to be an investment-grade rated company. And over time, we will absolutely get there.
Operator:
[Operator Instructions] We'll take our next question from Janet Ramkissoon.
Janet Ramkissoon:
Congratulations, guys. Steve, thanks very much. It's been a real pleasure to be along your side for the last 30-some years since you became CEO. And again, congratulations to all. I had actually 2, really quick. Can you give a little color on what's going on in the auto business? Do you feel that we -- there is a secular change happening in demand for autos because of COVID and safety? And secondly, can you provide a little more color on Huawei? When did you apply for the license? And what is -- can you give us what your best-case scenario might be if you were to get the license? And when you get it, how fast can you ramp up?
Steve Sanghi:
Well, first of all, thank you, I think, you been with us for probably the entire 30 years or so or 27 years as a public company and prior to that even. Long association, so thank you. And I remember you came to visit our booth in Las Vegas at the CES conference earlier this year.
Regarding your specific question on Huawei and automotive, so the automotive business is -- saw the largest decline out of any end of market back in the June quarter because many, many factories is downright shutdown. And then in the September quarter, they started to bring the factories back up, and the business was up from June quarter to September quarter. But the September quarter factories were not full from the beginning. They were ramping during the quarter. So there is quite a substantial growth in the automotive segment, at least for us from September quarter to December quarter, as the factories continue to ramp. So the automotive business now from this point on, kind of looks normal. Cars are selling. The inventory is low, so they're rebuilding their inventory. Lots and lots of automotive customers are making investments into electric vehicles, where we have significant content. And the content in electric vehicle is actually higher than the content in a regular vehicle. So automotive business should look good going forward from here. The other part of your question is Huawei license, when did we apply? Let me hand it off to Ganesh to answer that question.
Ganesh Moorthy:
Yes. So our application was within the last month. It is a very uncertain process of how it navigates through department of commerce and whoever else would have to weigh in on it. I think it's impossible to give you an estimate of what might happen and when and what would it mean. The business with Huawei has many products and is not just a single license. We would need multiple licenses, and each one has a separate application you'd have to go through. And we have a prioritized process that we're going through with it. Given the uncertainty of the process, we did not believe trying to count on any revenue made sense. And once we have line of sight to the license, we would still need to work with Huawei on what they would need, when we would be able to ship the product to be able to provide any kind of guidance on what does it mean to our business.
Operator:
And we'll go ahead and take our next question from Matt Ramsay with Cowen.
Matthew Ramsay:
Congrats to you both. Ganesh, I wanted to ask a question. I noticed some of the private company tuck-ins and some of the investments that you've been making over the last few quarters regarding the edge opportunities. Our team has done quite a lot of work on edge as an emerging market, both on edge clients and on sort of edge cloud. And I wonder if you might give a little context as to how big of an opportunity you guys might think about this being over the next 3 to 5 years for Microchip and if it's something that might evolve out of your FPGA franchise or out of your microcontroller franchise or if there's need for a bit heavier-handed compute that might be required as you guys approach some of these edge opportunities.
Ganesh Moorthy:
When we think of the edge, it all comes around the mega trend of artificial intelligence and machine learning that we have spoken about. And we think of that in 3 different buckets, so to speak. There's a part of it which is the best known for many people, which is what happens in the cloud. And that is the domain of many people who have very large and highly processor-intensive compute. We do play in the cloud, but our role in the cloud is predominantly around PCIe switches and a few other things that are associated with how CPUs, GPUs from other companies [ are taught ]. The edge is the second part, and edge is an exceptionally important part as you think of factory automation and the industrial IoT because at that edge compute for the factory is where much of that machine learning is going to be taking place and the application of artificial intelligence.
There, we have introduced using FPGA as one of the platforms, a number of solutions. Smart embedded vision is one piece of that, which can go into machine vision for factories, physical security, medical vision, depending on that end application. But surrounding these products are many of our standard products, too. It needs microcontrollers, analog, security, things that process. And then the third element of artificial intelligence machine learning we're looking at is all the way to the end where the sensing is taking place. And there again, we're looking at our standard microcontrollers and some of the other products as to how can they do, to a lesser extent, but what is exactly needed at the end nodes, the learning and the inferencing that is needed using standard microcontroller. So it's a much bigger field than just the edge alone in terms of our interest. But certainly, FPGA at the edge is a key part of how we intend to prosecute that.
Operator:
And we'll go ahead and take our next question from David O'Connor with Exane BNP Paribas.
David O'Connor:
Great. Congratulations on the results. Maybe a question on my side, going back to the supply chain constraints, which exact category of products are impacted there? And Ganesh, in your prepared remarks, you talked about Huawei, you talked about the mobile phone refresh and some reshuffling of share as well in capacity maybe. It seems more short-term related. So the question is, do you think these constraints dissipate from the March quarter? Are they here to stay with us for some time? And I have a follow-up on the gross margin.
Ganesh Moorthy:
So the general comment would be that it affects the supply chain of people who are packaging product, their supply chain, which can be lead frames, it can be substrates, can be equipment that does bonding and various other things. And so it may not be things that we are directly involved in, but it consumes bandwidth and capacity of the supply chain, both directly what we deal with and then their supply chain as well. And so all of these compete in many cases for either the materials or the equipment capacity that is out there that we would otherwise be using. And then as we go to use them, we find that, in some cases, they're constrained. We've been able to manage through a lot of it. We do have second sources for some of these things, and we do have a lot of internal capability. And as Eric mentioned, we are accelerating, bringing more capacity internal for some of the package types.
So what normally happens in business is, when you have these constraints, the companies that are in the business of providing that capacity or that material, respond with what they can do to take advantage of that situation. And so there is a capacity response that they come with. Some of it also, it's possible that there could be a surge in demand that then begins to dissipate. We can't really predict where that is. But we think that they're all going to be constrained through the December quarter, and it's possible some of that will spill over into the March quarter as well. But I don't have any line of sight into exactly when all the constraints will dissipate.
David O'Connor:
That's very helpful. And maybe a quick follow on the gross margin for Eric. Eric, the -- you talked about the strength in the March quarter, and it seems from just the higher utilization, you could hit that 63% gross margin in the March quarter. My question is on the additional CapEx that you budgeted for calendar year '21. How much of a headwind is that as that capacity comes online? Does that come on slowly through '21? Or is that going to come initially and we have to factor that into -- as a gross margin headwind into '21?
J. Bjornholt:
So in terms of when the capacity comes online, it depends whether it's wafer fab, assembly or test. And so it just depends on what qualification we have to go through and the work that needs to be done in our factory. So it comes on gradually over time. I don't view it at all as any sort of headwind to gross margin. It's just a matter of can we get it installed and up and running and get product out the door. So I think gross margin is in good shape. I didn't make a specific comment on gross margin for the March quarter. So I want to make it clear, we were just speaking about the current quarter, but there are lots of things that we're doing in our business and not the least of which is if we get into a better revenue environment as we look forward into '21, that's going to do very good things for our gross margin, and we'll continue to evaluate the long-term model because we're getting close.
Steve Sanghi:
I'd like to clarify one thing. You said somehow the capacity or the CapEx adds a headwind to the gross margin. That's entirely opposite of what we will experience. I believe the comment of the CapEx providing headwind to the gross margin comes from when you build a large greenfield fab and you spend $1 billion, then the process has to be qualified and it slowly ramps, meanwhile, the factory is depreciating. That's the kind of headwind to the gross margin probably you're talking about. And we experienced that back in 2003 when we were bringing up our Fab 4 up in Gresham, Oregon.
The kind of capacity we're talking about is not that. It's made up of $300,000 to $1.5 million various pieces of equipment in assembly and test and fab and the diffusion tubes and others incremental capacity. And it becomes productive really the quarter after it is added, and it never has a headwind to the gross margin. It's always accretive to the gross margin because the product it produces, it produces, I think, incrementally lower cost than the average product without that. So there is no headwind to the gross margin. There's only attrition to the gross margin.
Operator:
And we'll go ahead and take our next question from Vijay Rakesh with Mizuho.
Vijay Rakesh:
I'll add my congratulations for Steve and Ganesh. Just I'll combine my 2 questions. I know looking at the back half here, you're seeing some strength in auto industrial and also a nice recovery in China. Just wondering what your revenue exposure was in that industrial auto and especially -- or into China? And lastly, I'm sure there's some COVID impact on the gross margin line even though margins are very impressive where they have rebounded. Just wondering what that -- if you have kind of sized that COVID impact and that should go away or resume into next year.
Steve Sanghi:
I don't know if I got all that. I think the first part was really asking the mix of industrial and automotive. Ganesh, I don't know if we have that the last quarter. We only provide it once a year.
Ganesh Moorthy:
Yes. And it doesn't move dramatically quarter-to-quarter. What we have shown publicly measured at the end of March for the prior year was that industrial was 28% of our revenue. Automotive was 15% of our revenue. Obviously, in the June quarter, there was more headwinds in those 2 end markets, but I don't really have a number. And then those are all reversing as we went into the September quarter and into the December quarters itself. So those end market percentages for us usually don't change that dramatically over time. And then I'll pass it back on the other part of the question.
Steve Sanghi:
I didn't understand the gross margin question. Can you restate that?
Vijay Rakesh:
I was wondering, in terms of COVID on a logistics and operational basis, I would assume there's some impact. So I was just wondering what the COVID impact was to the gross margin, and I would assume that would reverse. It would be a tailwind next year.
J. Bjornholt:
It's very small.
Steve Sanghi:
The impact of COVID and gross margin was more like in the June quarter when, within our factory in Philippines at a much lower capacity because you couldn't get all the people in, and we had 150 people living in the facility and working and sleeping there at 30% of the factory's capacity. There was no COVID impact in September quarter. I mean minor providing meals and others to the people who are living there, but there was really no meaningful impact in September quarter, and there's no recovery of that next year because there's no impact now.
J. Bjornholt:
Right. The amount in the June quarter was $2.8 million, and you'll see that in our press release, but there was nothing that we broke out separately because it was immaterial to the September quarter results.
Operator:
And we'll go ahead and take our last question from Mark Lipacis with Jefferies.
Mark Lipacis:
Great. The last question on Steve's last call. That's quite an honor. Ganesh, congratulations. And Steve, thanks a lot for all the great insights that you saved. I will miss them. I just had a kind of a strategic question for Steve. You kind of described a scenario where the M&A slows down. You're under a deleveraging cycle and then a capital -- kind of a capital return cycle. What does that say -- what should investors take away what that means about the semiconductor industry? And does it necessarily mean that, ultimately, that there's a different set of requirements from Microchip to their customers? Does it mean that there has to be a regearing of Microchip or Microchip 3.0, if you will? How should -- what should investors take away from that? Or is Microchip 2.0 the perfect equation for what we expect to see next in semis and for Microchip specifically?
Steve Sanghi:
Well, I think if you look at a Microchip of 10 years ago, it was providing predominantly microcontroller, which was 80% plus of our business, and a small amount of business remaining was either some analog products or memory products, but they were largely we couldn't complete a customer solution. So when we called on a customer, we largely provided microcontroller, maybe a little bit of other stuff they won in. And the customer will surround our microcontroller with analog coming from Maxim, ADI, TI, Intersil or others would buy WiFi connectivity from people who made maybe USB from Cypress, maybe Ethernet from some Ethernet company and so on and so forth. And we, many times -- there's an old story. I think if you have a couple of minutes, I'll tell you.
Back in 1993 time frame when we went public, we used to have a partnership with the Maxim where we will get hotel rooms where we will invite the customers and give seminars jointly. And we will take the front half of the room, and Maxim will take the back -- front half of the day and Maxim will take the back half of the day. We'll tell them how to design our microcontroller, and Maxim will teach them how to add analog around their microcontrollers. And it was a great partnership. It lasted for about 5 years. We both benefited, shared the expenses, and we didn't have analog products at that time. And the story's 20 years old. It was with Jack Gifford of Maxim who died many years ago. So many people wouldn't know it. And then Maxim, Jack Gifford wanted Microchip to pay him something because he said we're bringing all the customers and you're benefiting from selling them microcontrollers, and I said this has been a great partnership for 5 years. We sold microcontrollers. You sold analog. Why are you disturbing this partnership? But he got greedy, and that broke the partnership. So we decided to go into the analog business. And fast-forward 20 years, we're doing $1.6 billion, $1.7 billion in analog now, attaching our own analog around microcontrollers. And in the process, we have acquired or built USB, WiFi, Ethernet, Bluetooth, flash memory, Studygram, and all the others. So when you look at it from a customer's perspective, a customer is getting a complete solution available from us today. And future M&A is not really required from a customer's perspective because we can complete the solution now. Now you can always have an acquisition at further depth in any area, acquire more analog, acquire more WiFi or acquire more something, but we also have a large number of design teams that are building and completing those solutions. So what we really said is that at the late stage of industry consolidation, the valuation have run sky high. We bought Microsemi at 5x sales. And we just paid 10x sales for Xilinx. So we believe the valuations are way too high. We're not going to pay that. We don't need other acquisitions. And our customers are going to be very, very well served by our complete solutions already. Does that make sense?
Mark Lipacis:
That's very helpful, Steve. Really appreciate it.
Steve Sanghi:
Thank you.
Operator:
And that concludes today's question-and-answer session. I'd like to turn the call back over to Mr. Sanghi for any additional and closing remarks.
Steve Sanghi:
I think when I thank our investors who have been with us for long, and I certainly have great relationship and a long career with all of you. I'll still be here. I'm not going away. We still have a conference coming up, a Credit Suisse conference in early December, then the next earnings call in February. And then on March 1, I become Executive Chair, but you will still see me at the investor circuit and conference calls and investor conferences and others. So I'll still continue to be involved with Microchip and not going away. Thank you very much.
Operator:
Once again, that does conclude today's conference. We do appreciate your participation. You may now disconnect your phone lines.
Operator:
Good day, everyone, and welcome to Microchip’s First Quarter Fiscal 2021 Financial Results Conference Call. As a reminder, today’s call is being recorded. At this time, I would like to turn the call over to Microchip’s Chief Financial Officer, Eric Bjornholt. Please go ahead, sir.
Eric Bjornholt:
Thanks, Brandon, and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip’s business and results of operations. In attendance with me today are Steve Sanghi, Microchip’s Chairman and CEO; and Ganesh Moorthy, Microchip’s President and COO. I will comment on our first quarter financial performance, and Steve and Ganesh will then give their comments on the results, and discuss the current business environment as well as our guidance. We will then be available to respond to specific investor and analyst questions. We are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing our GAAP and non-GAAP results. We have also posted a summary of our outstanding debt and leverage metrics on our website. I will now go through some of the operating results, including net sales, gross margin and operating expenses. Other than net sales, I will be referring to these results on a non-GAAP basis, which is based on expenses, prior to the effects of our acquisition activities, share-based compensation and certain other adjustments as described in our press release. Net sales in the June quarter were $1.31 billion, which was down 1.3% sequentially and above the midpoint of our upwardly revised guidance from June 2, 2020, when net sales were expected to be flat to down 6% sequentially. We have posted a summary of our GAAP net sales as well as end market demand by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were strong at 61.7%, operating expenses were at 23.1% and operating income was an outstanding 38.6%, all better than the high end of our upperly revised guidance. Non-GAAP net income was $401.9 million, non-GAAP earnings per diluted share was $1.56 and $0.03 above the high-end of our upperly revised guidance from June 2nd. On a GAAP basis in the June quarter, gross margins were 61% and include the impact of $6.4 million of share-based compensation and $2.8 million of COVID-19 shelter-in-place restrictions on manufacturing activities. Total operating expenses were $580 million and include acquisition intangible amortization of $235.4 million, special charges of $0.3 million, $6 million of acquisition-related and other costs, and share based compensation of $36 million. The GAAP net income was $123.6 million, or $0.48 per diluted share. Our June quarter GAAP tax benefit was impacted by a variety of factors, including tax reserve releases associated with the statute of limitation expiring, deferred tax adjustments related to intercompany movements of intellectual property rights, offset by tax reserve accruals associated with the outcome of the Altera case during the period and other matters. The non-GAAP cash tax rate was 6% in the June quarter. We expect our non-GAAP cash tax rate for fiscal 2021 to be about 6%, exclusive of the transition tax, any potential tax associated with restructuring the Microsemi operations into Microchip global structure and any tax audit settlements related to taxes accrued in prior fiscal years. We have many tax attributes and net operating losses and tax credits as well as U.S. tax interest deductions that we believe will keep our cash tax payments low. The cash tax payments beyond the June 2020 quarter associated with the transition tax are expected to be about $245 million and will be paid out over the next six years, including a payment that we made in July 2020 of $23.2 million. We have posted a schedule of our projected transition tax payments on the Investor Relations page of our website. Our inventory balance at June 30, 2020 was $657.2 million. We had 117 days of inventory at the end of the June quarter, which was down five days from the prior quarter’s level and right in the middle of our publicly stated inventory target of 115 to 120 days. Inventory at our distributors in the June quarter were 30 days compared to 29 days at the end of March. We believe distribution inventory levels for Microchip are still low compared to the historical range we have experienced over the past 10 years, which is between 27 and 47 days. The cash flow from operating activities was $501.8 million in the June quarter. As of June 30th, the consolidated cash and total investment position was $380.2 million. We paid down $394 million of total debt in the June quarter and over the last eight full quarters, since we closed the Microsemi acquisition and incurred over $8 billion of debt to do so. We have paid down $2.62 billion of debt and continue to allocate substantially all of our excess cash beyond dividends to aggressively bring down this debt. We have accomplished this despite the adverse macro and market conditions during most of this period, which we feel is a testimony to the cash generation capabilities of our business, as well as our ongoing operating discipline. We continue to expect our debt levels to reduce significantly over the next several years. Our adjusted EBITDA in the June quarter was $562.2 million and our trailing 12 month adjusted EBITDA was $2.154 billion. Our net debt to adjusted EBITDA, excluding our very long dated convertible debt that matures in 2037 and is more equity life in nature was 4.24 at the end of June 2020 down from 4.46 at the end of March 2020. Our dividend payment in the June quarter was $90.4 million. Capital expenditures were $9.5 million in the June 2020 quarter. We expect about $15 million in capital spending in the September quarter and overall capital expenditures for fiscal 2021 to be between $50 million and $70 million. We continue to add capital to maintain and operate our internal manufacturing operations, support the production capabilities for new products and technologies as well as to selectively bring in-house some of the assembly and test operations that are currently outsourced. We expect these capital investments will bring some gross margin improvement to our business, particularly for the outsourced Atmel and Microsemi manufacturing activities that we are bringing into our own factories. Depreciation expense in the June quarter was $41.1 million. I will now turn it over to Ganesh to give us comments on the performance of the business in the June quarter. Ganesh?
Ganesh Moorthy:
Great. Thank you, Eric, and good afternoon, everyone. Let’s start by taking a closer look at microcontrollers. In a weak macro environment, our microcontroller business performed better than we expected. On a GAAP basis, our microcontroller revenue was sequentially down 1.3% as compared to the March quarter, while from an end market demand standpoint, our microcontroller business was sequentially down 2.8%. On a GAAP year-over-year basis, our microcontroller business was up 1.2%. We continue to introduce a steady stream of innovative new microcontroller solutions, including the industry’s smallest automotive grade maXTouch controller family, the first functional safety ready, AVR microcontroller family with a peripheral touch controller, the Switchtec advanced fabric generation – Generation 4 PCIe switch family, which enables complex fabric topologies with greater scalability, lower latency and higher performance and traditional PCIe switches. And last but not least, the Adaptec SmartRAID 3100E RAID, which stands for Redundant Array of Inexpensive Disk adapters designed to provide reliable hardware RAID protection for customer data in cost sensitive end applications that require no power and high performance. Microcontrollers overall represented 54.9% of our end market demand in the June quarter. Now moving to analog. On a GAAP basis, our analog revenue was sequentially up 0.7% as compared to the March quarter. While from an end market standpoint, our analog business is sequentially down 0.7%. In both scenarios, our analog business performed better than we expected in the midst of a weak macro environment. On a GAAP year-over-year basis, our analog business was down 4.2%. During the quarter, we continue to announce and introduce a steady stream of innovative analog products, including an expanded portfolio of over 25 transient voltage suppressor vertical rays, and a 32 channel high-voltage analog multiplexion, further enabling miniaturization of medical ultrasound applications. Analog represented 28.1% of our end-market demand in the June quarter. Our FPGA revenue, on a GAAP basis, was down 10.3% sequentially as compared to the March quarter. From an end-market demand standpoint, our FPGA business was sequentially down 6.5%. Our FPGA business in the June quarter had one significant aerospace customer who were shut down hard due to COVID-19 restrictions for pretty much the entire quarter, resulting in lower-than-expected results. Despite this customer being unlikely to resume production in the September quarter, we are expecting the FPGA business to sequentially grow meaningfully in the September quarter. On a GAAP year-over-year basis, our FPGA business was down 4.6%. During the quarter, we continued to introduce a steady stream of innovative FPGA products, including the vector blocks accelerator software development kit, which enables developers to take advantage of Microchip’s all fire FPGAs to easily create low-power neuro network applications. FPGA represented 6.7% of our end-market demand in the June quarter. Our licensing, memory and other product line, which we refer to as LMO, was flat as compared to the March quarter from an end-market demand standpoint. During the quarter, we introduced a new Phase Noise Analyzer, designed for engineers and scientists who rely on precise and accurate measurements of frequency signals generated for 5G networks, data centers, commercial and military aircraft systems, space vehicle, communication satellite and metrology applications. LMO represented 10.4% of our end-market demand in the June quarter. An update regarding coronavirus and its impact on our operations. Most of our nonfactory employee base continues to work from home. Our global teams have been highly engaged, collaborative and productive under the circumstances, resulting in strong customer engagement for new designs and effectiveness in our new product development programs. We would like to thank our teams worldwide for adapting as needed to changing conditions while continuing to deliver results. Our manufacturing operations, especially those in the Philippines and our outsourced partners in Malaysia, worked through various constraints throughout the June quarter and delivered increased output as reflected in our better-than-expected results. By the end of the June quarter, we had dug out of most of the delinquencies in our shipments that accumulated in April and May when unpredictable constraints from government mandates were in effect. Our customers and our supply chain partners also endure some constraints of their factories and logistics, primarily during the month of April and May. As we progress through May and June, we experienced many short lead time orders from customers, some of which we could not support in the quarter, primarily due to three factors
Steve Sanghi:
Thank you, Ganesh, and good afternoon, everyone. Today, I would like to first reflect on the results of the fiscal first quarter of 2021, I will then provide guidance for then provide guidance for the fiscal second quarter of 2021. The June quarter demonstrated what the best of Microchip culture and its people represent our global team of operations, business units, sales and marketing and support groups all came together in the middle of a global pandemic, while working with a take cut and delivered a superb quarter. I’m proud of how rapidly the Microchip team adapted to the new constraints we faced so that our employees would be safe, our customers could be well served and our supply chain partners engaged to help ensure mutual success despite the challenges we faced. Despite the COVID-19 pandemic challenges, we delivered net sales of $1.31 billion that was down only 1.3%, sequentially and down only 1% from the year ago quarter. Our original net sales guidance was to be down 6%, sequentially, at the midpoint. In early June, we revised it to be down 3%, sequentially, at the midpoint, and we ended at down only 1.3%, sequentially. These are exceptional results against the backdrop of simultaneous supply and demand dislocations. We also delivered outstanding non-GAAP gross margin of 61.7%, 90 basis points above the midpoint of our original guidance from May 7, 2020 and non-GAAP operating margin of 38.6%, 260 basis points above the midpoint of our original guidance. And we did all this while reducing our days of inventory from 122 days to 117 days. I am particularly proud of producing 38.6% operating margin at near the bottom of the business cycle amidst a global pandemic. Our consolidated non-GAAP EPS was $1.56, $0.21 above the midpoint of our original guidance and $0.12 above the midpoint of our revised guidance. On a non-GAAP basis, this was also our 119th consecutive profitable quarter. In the June quarter, we paid down $394 million of our debt. Our total debt payment since the end of June 2018 has been about $2.62 billion bringing our net leverage ratio down to 4.24. The pace of debt payments has been strong, despite the weak and uncertain business conditions, underlying the strong – underlining the strong cash generation characteristics of our business as well as our active efforts to continue to squeeze working capital efficiencies. Now I will discuss our guidance for the September quarter after a strong March and April, our bookings were soft in May and June. But the bookings we received in May and June had a much higher mix of near-term requirements as the customers and distributors did not have the visibility to place longer-term orders. While the near-term aged to bookings filled up the June quarter, it left the September quarter backlog on July 1, 2020, to be down 8% compared to the backlog for June quarter on April 1, 2020. We also left a large amount of backlog unsupported out of the June quarter because those requirements came inside of our lead time and we were not able to ship them according to customer request aids. This all prompted us to write a letter to our customers and distributors, first informing them of the business environment and our cycle time to build their products. Then we ask them to place at least 12 weeks of backlog for their requirements. We also informed our customers and distributors that if they ask for expediting of an order, we would need to charge an expedite service fee given the disruptive nature of such orders. Through the letter, we are just trying to encourage customers to give us more visibility so that we can better meet their requirements. The expedite charges have never been material in terms of our overall revenue. With another month under our belt now since the letter, we have seen some of the customers and distributors respond the rate of bookings has increased. Our backlog for the September quarter is still well below the backlog for June quarter at the same point in time, but we believe that the stronger bookings now compared to weak bookings of May and June will continue to improve the September quarter backlog compared to June quarter. From an end-market standpoint, as you heard during Ganesh’s remarks, we have several cross currents, contributing strengths and weaknesses at the same time. The common denominator among them is whether COVID-19 was a tailwind or a headwind during the quarter for a given end market. The diversity of our end-market exposure, which we consider to be a strength, gives us the ability to capitalize on whatever strength there are during challenging market conditions. Taking all these factors into consideration, we expect our net sales the September quarter to be between flat to down 8% sequentially. A relatively broad guidance range is to help account for the lack of visibility and uncertainty associated with the evolving COVID-19 situation. Based on the much better-than-expected financial results in the June quarter, we gave our employees half of their June quarter salary sacrifice back in the form of a bonus. However, we have maintaining the salary cuts in the September quarter due to continued uncertainty. Our inventory at 117 days is now right in the middle of our 115 to 120 days target. Hence, we are also adjusting the factory schedules and removing the rotating time off. For September quarter, we expect our non-GAAP gross margin to be between 61.2% and 62.2% of sales. We expect non-GAAP operating expenses to be between then 23.2% and 24.2% of sales. We expect non-GAAP operating profit percentage to be between 37% and 39% of sales. We expect non-GAAP earnings per share to be between $1.30 per share to $1.52 per share. We also expect to pay down another approximately $300 million of our debt in the September quarter. We believe that despite the near term pandemic-driven challenges, we are confident in the strength and diversity of the businesses and end markets we are in to achieve long-term growth in excess of the average semiconductor market growth. Given all the complications of accounting for our acquisitions, including amortization of intangibles, restructuring charges and inventory write-up on acquisitions, Microchip will continue to provide guidance and track its results on non-GAAP basis except for net sales, which will be on GAAP basis. We believe that GAAP results provide more meaningful comparison to prior quarters, and we request that the analysts continue to report their non-GAAP estimates to first call. With this, operator, will you please poll for questions.
Operator:
Thank you. [Operator Instructions] The first question will come from Vivek Arya with Bank of America Securities. Please go ahead.
Vivek Arya:
Thanks for taking my question. Steve, I think you mentioned bookings somewhat improved in July. Historically, what do August and September bookings do? And what are your assumptions in giving guidance for this quarter? Are you assuming that the bookings trend kind of stays where it is? Does it get better? Does it get worse? I’m just trying to frame the guidance versus some historical trends and what your assumptions are for what the environment does in the remaining months of the quarter?
Steve Sanghi:
So Vivek, first thing I would say is that you should not really be looking at any past trends, because this is just not a normal environment. Our bookings and backlogs and expedites and customer requests are really all driven by end market by end market, what the effect of COVID-19 is and what the visibility of the customers and distributors are. So really just absolutely – bookings in a quarter would be stronger if you go into it with a weaker backlog and the bookings often will be – in turns would be lower if you have a strong backlog that all depends on lead time and visibility. So we went into the start of this quarter with basically – dramatically decreased visibility by our distributors and customers. Therefore, we started the quarter with a very, very weak backlog. If you recall, the June quarter, we started the June quarter on April 1 with a very strong backlog. From – coming from March and the turn of China from the new Chinese New Year and all that. And then the bookings during the June quarter actually declined through May and June, which was a reverse of what happens in a normal year because June is a very strong quarter and bookings accelerate from April to May to June, it was totally different this time. So again, in July, August and September, July bookings were up significantly from the June run rate. June was very low and August is just starting. But looking at just a couple of days of bookings, for August, they’re also pretty good and even higher than the July average. So our expectation is that August and September bookings would be strong. And near term turns still from those bookings will be significant, which will make up for how the quarter looks against the same point in time versus June. It will improve, and that’s really what is included in our guidance.
Vivek Arya:
Thank you.
Operator:
Thank you. The next question will come from John Pitzer with Credit Suisse. Please go ahead.
John Pitzer:
Hi, Steve. Thanks for let me ask the question. You said in your prepared comments that backlog heading into September is down about 8% from the comparable time period heading into the June quarter. But if I go back 90 days ago, you didn’t believe that backlog and at least your initial guidance for June took a fairly significant haircut to kind of the backlog and bookings. I’m just kind of curious, can you help us understand relative to the normal backlog coverage you have to your guide, how does sort of the September guidance look today?
Steve Sanghi:
So same thing, John. I think, in this pandemic-driven environment, throw all the old graphs away because you will reach a wrong conclusion. If you recall, on April 1, our backlog was quite strong. And the guidance we gave – I think our backlog, Eric, was it up 9%, do I recall it correctly?
Eric Bjornholt:
I’d have to go back in a second. I mean, our book-to-bill was like 1.17% in the March quarter. And so we entered with very strong backlog, and then we saw weak bookings and…
Steve Sanghi:
So we had a very strong backlog. And we gave guidance, original guidance, which was actually to be down from 2% to 10% or 2% to 12%. So we basically said that the backlog will deteriorate from being up near 9% to down 6%. This is a reverse quarter where the backlog started lower, and it started 8% lower than April 1 and the midpoint of our guidance is really down – is down 4%. So this time, we’re improving. We are expecting the backlog to improve in comparison to the last quarter. Why? Because last quarter bookings declined during the quarter, this quarter bookings are increasing during the quarter. And it’s all visibility, pandemic, end-market driven, what’s happening in automotive, what’s happening in data center, what’s happening in others. And there is really no correlation to what happened in the last five years. So throw all seasonality of the past away.
John Pitzer:
That’s helpful. But Steve, if I could just add on there. We’ve all struggled, and I think you guys have internally with all the acquisitions, defining what’s normal seasonal. Any update on what you can give us on or what you think a normal seasonal September quarter would look like sequentially?
Steve Sanghi:
Well, first, the environment has to become normal, and we haven’t seen normal in the last couple of years with all the U.S.-China trade sanctions and then the tariffs and now global pandemic. So once we have to have a stable environment for a year or so to figure out what the new seasonality would be with our acquisitions. Right now, it would be anybody’s guess. And whatever the seasonality would be in future right now throw that aware.
John Pitzer:
Thanks, guys.
Steve Sanghi:
Welcome.
Operator:
Thank you. The next question will come from Ambrish Srivastava with BMO. Please go ahead.
Ambrish Srivastava:
Hi. Thank you, Steve. I’m going to ask for a clarification as well. I just want to make sure I understand your comments correctly. So as the last quarter progressed based on what – how you explained it, it sounds like bookings deteriorated because you had a lot of short lead time orders that were not met. And now heading into the September quarter; is it fair to assume then that those quarters are now – those quarters are scrub? But then how to I reconcile with the fact that you still had delinquencies that you could not meet. Should they be coming up in this quarter? I’m just a little bit confused on trying to reconcile all your comments on the short lead time orders and the booking trends. That made sense that as the quarter progressed, bookings deteriorated, but then what about the shorter lead time orders that you could not meet in the last quarter?
Steve Sanghi:
Well, let me see if I can clear some of the confusion. So we started the June quarter with a fairly strong backlog, I recall up 9% or so, and Eric correct that. And then we got reasonable bookings in April. So April was a good month. So we’re still looking good. But bookings slowed down significantly in May and then dramatically so in June. So June was even lower than May, and the bookings were so low that if our orders from those bookings were normally aged in terms of near-term and outer-term, the quarter would have been very low. But the percentage of bookings that aged into the quarter were quite high. And even though we were not able to meet some of the bookings, some of those orders because of short lead time, we still beat the quarter. From an original guidance of minus 6% at the midpoint, we came in at minus 1.3%, which means we did meet a lot of the orders, but we still left a large amount of delinquent. And whatever was delinquent last quarter will get shipped this quarter. But since the bookings were so near-term, we started the quarter still very much on the whole, down 8% from last quarter. And now the bookings are strengthening, bookings have largely – the slope of the bookings have been higher, day after day bookings are increasing all through July. And therefore, the backlog versus the same point in time has improved somewhat, but there is a lot more to go. And we think at the rate the bookings are now and continuing to increase the shipments will improve from the minus 8% at the start of the quarter to minus 4% at the midpoint that we’re guiding to. Does that make sense now?
Ambrish Srivastava:
It does, Steve. And if I just could ask one more clarification. Does that mean then that the visibility as you stand today is better than what it was at the same point in the prior quarter?
Steve Sanghi:
I don’t think visibility is any better. I think visibility is very low. That’s why it’s improved from May and June, but it isn’t improved from March and April. I think March and April were very strong bookings. People had – China had just come back from Chinese New Year, and everybody was expecting a quick end to the pandemic, so there were a lot of bookings, people do want to get quite short. And the pandemic has went longer and longer and longer. And now there is no end in sight, nobody knows what’s happening. In many states, it’s reemerging. Some countries are still going higher every week. So now the customers and distributors are not giving long-term orders. It’s slightly better than it was in May and June. As I described, the bookings are higher, and we believe it may continue to improve in August and September.
Ambrish Srivastava:
Okay, that is helpful. Thanks for your patients and good luck and stay safe.
Eric Bjornholt:
And I’m just going to add on to what Steve said there, just to confirm that the 9% that he is quoting in terms of our opening backlog entering the June quarter, that is the accurate number for comparison purposes compared to the minus 8% or down 8% heading into the September quarter.
Steve Sanghi:
So that’s a good comparison where June quarter started up 9%, and September quarter is starting down 8%.
Ambrish Srivastava:
Got it. Thank you.
Steve Sanghi:
And the June quarter deteriorated – I’m sorry, improved from minus 9% to minus 1.3%. And we believe that this quarter will also improve from – this quarter will go the other way, it will go from minus 8% to minus 4% that we’re guiding to.
Eric Bjornholt:
Right. Just to clarify that statement. We entered the June quarter with backlog being up 9%, and it deteriorated to the point where we finished the quarter at down 1.3%.
Steve Sanghi:
Correct.
Ambrish Srivastava:
Okay. Thank you.
Operator:
Thank you. The next question will come from Craig Hettenbach with Morgan Stanley. Please go ahead.
Craig Hettenbach:
Yes, thank you. Steve, just a question, just from a geographic perspective, the initial growth was driven by China, and as you mentioned, coming back from China New Year. Do you think some of the China strength is sustainable? And then also, how are you feeling about other geographies like Europe and North America?
Steve Sanghi:
Ganesh, do you want to take that?
Ganesh Moorthy:
Yes. So China was certainly stronger last quarter than we expected. But China doesn’t live in isolation. China is affected by how other parts of the world do. And so as we go into the September quarter, it is still doing well, but we anticipate that weakness in Europe, weakness in Americas would have some impact on China and that’s all baked into the guidance that we have built.
Craig Hettenbach:
Got it. Thank you.
Operator:
Thank you. The next question will come from Harsh Kumar with Piper Sandler. Please go ahead.
Harsh Kumar:
Hey, Steve. So I’m going to ask about what everybody else is talking about. So it sounds like there’s good demand, but sound like towards the end of last quarter, you saw short-term demand, but now you’re seeing the customer pivot completely and they are starting to place orders. So my question to you, as you guys talked, you guys do a great job. You’ve got lots of customers. You do a good job keeping up with them. What do you think is making the customer flip in this manner?
Steve Sanghi:
I think it’s all COVID-19. Customers are not sure. There is a resurgence of COVID in certain countries and certain states in the United States, customers and distributors have low backlog from their end customers and our direct customers are not really sure what the run rate would be. So we’re getting frequent orders for short-term delivery that they have the demand today, and they need to build a product to deliver to their customer, but they do not know whether that is sustainable in September, in October, in November. So we’re getting – we’re not getting as many longer-term orders to fill the pipeline. But we’re getting enough orders to have the strong billings as we go. As we saw last quarter, there was enough strength in the short-term orders that the billings were good and we ended fairly good. And for all, we know that could happen this quarter, but we can’t say with certainty today with our backlog being low compared to same point last quarter. We could get enough chance to fill the quarter, but there is lack of visibility. Therefore, we can’t guide with that certainty.
Harsh Kumar:
Fair enough, Steve and from my follow-up, your revenues are down quite a bit, based on your guidance, but your margin is pretty steady, pretty stable sequentially. Just curious if you have any thoughts on that?
Steve Sanghi:
Well, so you should look at the results and look at it a little bit year-over-year. So when you look at year-over-year, we’ll be kind of much more than the pack overall in the semiconductors and actually, year-over-year guidance for September is better than really most of our microcontroller and analog competitors. So, everybody’s seasonality is different. Our automotive business is only about, Ganesh, is it 12 now?
Ganesh Moorthy:
It’s probably 13%, 14% after the last quarter.
Steve Sanghi:
Yes. So, our automotive business is about 13%, 14% of our business and some of our competitors, it’s 40%, 45%. So, they took a much larger hit when the automotive went down. Automotive was down 40% or so in the industry last quarter. And so they are seeing a much larger recovery, our business – we’re seeing a similar recovery, but being only 13%, 14% of our business, this impact will be lower.
Harsh Kumar:
Fair enough. Thanks, Steve.
Steve Sanghi:
So, we did better last quarter. This quarter, we’re doing worse sequentially, but if you look at year-over-year, our results are better than all of our larger competitors, TI assays and others. And as far as the question on the margin is concerned, I mean margin, there have been a lot of moving parts, internalization, more advanced stuff is technologies, some restructuring of our factories we have talked about before. So, lots of things we have brought to bear, which has been a tailwind on the margins, and this is really the best gross margin and operating margin performance of any cycle at microchip, because driven by all these self-help kind of things we have done. And when this business recovers and goes back to new record on the top line, I think you will see record growth in operating margins.
Operator:
Thank you. The next question will come from Shawn Harrison with Loop Capital. Please go ahead.
Shawn Harrison:
Hi, thanks for taking my question. Just a quick clarification and then a follow-up. What was the underutilization in the charge this quarter, Eric?
Eric Bjornholt:
The underutilization was about $13.9 million. That’s right in line with what it was and the March quarter. So flat-flat canceling.
Shawn Harrison:
Steve, to kind of beat the dead horse on the demand environment. but are there end markets where you’re seeing sharper contractions in demand. We know automotive production will be up sharply in the September quarter. but where are you seeing maybe, a contraction or more volatility and kind of the bookings rate, if you could give an end market perspective, that would be helpful.
Steve Sanghi:
Ganesh? I’ll give it to Ganesh.
Ganesh Moorthy:
Yes. So in my prepared remarks, I gave you some flavor of by different end markets what are we seeing in the June quarter? And I think as time goes on, some of these are going to start reverting to normal, which we think for example, data center, and work-from-home related items. You don’t need to continue to be at a high level. Once you’ve gotten past the first several months of buying what you need. And then those that were below in the initial phases like automotive and industrial should be the ones that begin to recover. We’ve already seen the automotive parts put a bottom in the June quarter and we’re expecting September to be good and we’re expecting December to be good and likewise, in some of the other segments. So, medical was another example, where some parts of medical did really well, because of COVID-related items. Other parts, the elective parts got pushed out, because people are not willing to go out of their homes. I would go set up consults for what was elective. elective will come back, you can’t push it out forever. And so that’ll be, in general, I think the places that will recur as time goes on, will be the ones that have more strength, and some of the things that are stronger could revert back to normal in the coming months.
Shawn Harrison:
Thank you.
Operator:
The next question will come from Gary Mobley with Wells Fargo securities. Please go ahead.
Gary Mobley:
Hey, guys. thanks for taking my question. I wanted to start with some questions for Eric. I wanted to ask about OpEx, it looks like for your guidance and what you delivered for the first quarter, you’re somewhere just south of $300 billion per quarter, that’s down, I believe more than 10% from last year. How much of that is the salary cuts in various other OpEx decreases like lower travel and just trying to get a sense of what oral might look like for you guys on the opex side, once things begin to turn out?
Eric Bjornholt:
So, the salary cuts when at the levels we implemented, we quantified those last quarter of being about a $21 million per quarter run rate, that’s pulled out. And Steven talked about us giving some of that back to employees this last quarter is, because the results were really quite good. Things like travel, I mean, we haven’t quantified them, but they are pretty significant. And what I would say with that is I think some of that is probably more permanent than temporary. I think as we’ve adjusted from working from home throughout the organization in the different functions, people will become very effective in doing that. And I think overall travel, although it will come back to a higher level, some of that is going to be permanent savings. So, I think we’re managing the operating expenses very tightly in the environment that we’re in. and the employees are doing a good job of managing that for the environment. but overall, we’ve taken out a lot of costs, but as the business improves, some of those costs in terms of the salary cuts and some of the bonuses returning to a higher level, those absolutely will come back to the P&L and we’ll manage that appropriately, given where top-line growth is.
Gary Mobley:
Okay. the follow-up, I wanted to ask about the debt structure, you guys refinanced and extended the maturity of a pretty hefty amount of your debt, it looks like as a result, your debt interest expense, the new norm might be substantially lower. Can you speak to what the new norm may look like for net interest expense and as well, given the low interest rate environment that we’re in, what the additional opportunities might be to draw down your cost of capital?
Eric Bjornholt:
Sure. So, we were active in the debt capital markets and in the quarter, we issued $2.2 billion of senior secured notes and paid off a bridge loan, paid off some of our converts and then used the remaining funds to pay off amounts under a line of credit. The guidance that you’ll see, in our guidance table on the press release for other expense, which is most of that is interest expense is about $78 million on a non-GAAP basis for the quarter, and that’s a pretty good run rate since all these debt transactions had occurred last quarter and are factored into that guidance. And obviously, we’re using a significant amount of the cash that we’re generating to pay down debt, everything early, beyond the dividend payment. And so Steve mentioned in his prepared remarks that in the current quarter, we expect to pay down another $300 million of debt. So, the debt is coming down nicely. We’ve done some nice things to remove some of the dilution that comes from those convertibles that we’ve retired from the structure and we’re pretty happy with the transactions that we executed built in the March quarter and the June quarter. And that ongoing run rate rates probably about $78 million and that will reduce as the interest expense comes down through debt repayments.
Gary Mobley:
Got it. Thanks, guys.
Operator:
Thank you for the question. [Operator Instructions] The next question will come from Chris Caso with Raymond James. please go ahead.
Chris Caso:
Yes. Thank you. Just a couple of clarifications here. Your revenue guidance is suggesting about a 6% year-on-year decline with all of the puts and takes that we’ve talked about. Do you think that down 6% a year is an accurate reflection of what your customer’s consumption really is that sort of the baseline that we should be using here? And as we look forward into the December quarter, based on what you’re seeing in bookings, does that provide you with any degree of confidence that we’d see a sequential increase as we go into December? Or is that just too tough to call given that the short nature of the orders that you’re receiving now?
Eric Bjornholt:
I’ll take the first part of that question and I think, the revenue based on selling that we report, we also tell you the end-market demand number, which is based on sell-through. They’re not that far apart now, those two numbers that come really fairly well together. they were wide apart when we were predicting for inventory two years ago. So, if we’re down 6% in September quarter guidance versus September quarter of last year that basically represents the market demand today. So that was the first part of your question. The second part was, what do we expect for number? Is that what you’re trying to say?
Chris Caso:
Yes. And given the fact, it sounded like the orders improved in July. I suppose of that filling into the December quarter. But that you also mentioned that that the order rates were – the aging of the orders was very short – it was very short. So perhaps you’re not getting the same visibility, you’re getting this – now that you would in a typical quarter. And perhaps that makes it more difficult to call.
Steve Sanghi:
I would say, in this kind of environment, we can barely call September, we can’t really call December. It will depend on what happens in the COVID situation, does the vaccine come out, will those fears will go away. Does everybody go back to work, all factories remain open, schools open. There is lot of ground to cover between now and October before the December quarter starts. So I would say, I’m not willing to say much about December yet.
Chris Caso:
Got it. Thank you.
Operator:
Thank you. The next question will come from Raji Gill with Needham and Company. Please go ahead with your question.
Raji Gill:
Yes. Thanks. You might’ve answered this in the past question, but just to kind of repeat. So we entered into the June quarter, we felt kind of a dramatic reversal plus 9% going to minus 1.3%. And as we go into September we’re seeing a reversal in the other direction going from minus 8% to about minus 4%. And so those were reversals either positive or negative. If you were to sum it up, it’s primarily based on this complete lack of visibility that your customers are getting and basically operating on very short lead times.
Steve Sanghi:
It’s basically there. We serve six end markets. Every end market is affected differently by COVID-19. Automotive being the worst and industrial being the next and on the other end, the best market was the data center and medical, some of the work from home computing and all that. So each market is affected very differently by COVID-19. And backlog almost by end markets, how the customers are behaving is quite different. And I think it’s really basically all driven by that. So, what we are seeing today is the bookings today are not bad to really what we need to ship this week and next week and next week. But we’re not getting – back in May and June, we were not getting enough bookings for August and September and October. So today we’re planning good booking for – in July, we got good bookings for July, August and September, but not enough yet for the next quarter. So as we proceed in the quarter, especially when we are in August and September, not only we need to get the bookings to fill the August and September that has a hole in it, we also got to get enough bookings. So on October 1, we start the next quarter correctly. And December quarter is also frontend loader, because December is a short month because of all the holidays. And it’s really just COVID-19 is controlling the people’s emotions and purchasing managers habits and everything else.
Raji Gill:
And so my follow-up, in terms of the gross margin, so with revenue being down 4% sequentially gross margins are holding flat sequentially, despite revenue declining, even though data center is appearing to kind of revert back to normal patterns. I presume data center might be a higher gross margin product. So can you just talk a little puts and takes in terms of the mix shift that’s happening – utilization rates that are happening? Why is margin being flat, which is a good thing, despite revenue coming down?
Steve Sanghi:
So, Eric do you want to take that one?
Eric Bjornholt:
Sure. I can. So just maybe start by just reiterating that, we’re pretty proud about how the gross margins have piled up. And the last couple of years we’ve experienced the various things that China trade and now COVID. Even with our $13.9 million underutilization charge still posted 61.7% gross margin this last quarter. So there’s always things with product mix that impact gross margin utilization levels and all those things. We see pretty good stability this quarter, the midpoint of guidance, as you said, it’s flat sequentially. And we’ve given a little bit broader range of gross margin guidance than we normally do between 61.2% and 62.2%. So a percent range there, but we’ve got a pretty wide range of revenue also that we’re guiding to between flat and down 8%. So a lots of puts and takes, but we’re continuing to do all the right things to keep costs under control, bring things in-house where we can to improve the cost structure. Gross margin, I think is really kind of highlight in the cycle in terms of how well they’ve been maintained.
Raji Gill:
Thank you.
Operator:
Thank you. The next question will come from William Stein with SunTrust. Please go ahead.
William Stein:
Great. Thanks for taking my question. Steve, in the press release and in the comments that you made in your prepared remarks today, you seem to attribute the slower pace of bookings, at least partly to resurgence in COVID. And I think what some investors are concerned about is that instead the slowdown may be related to customers having over ordered in the recent past Microchip’s delivery against that and then customers have to digest it. Meanwhile, you seem to have had some pretty deep conversations with customers to figure out sort of end market expectations for the full year. So I’m wondering if perhaps you have a sense from those discussions, what customer inventory levels are like. Now it’s seems to me, if they’re ordering on very short lead times, they’re probably ordering for production and not for safety stock, but any insight in this regard would really help. Thank you.
Steve Sanghi:
Well, we do business with 120,000 customers and long tail. Well over 100,000 of them buy from hundreds of distributors around the world. We’re not aware of any broad based holding of inventory by our customers and our distributor inventories are still in the range of being 15-year lows. Again, 120,000 plus end customers, we’re really not able to assess the inventory situation in each one of our customers, but we have a generally good sense of the inventory in the market. We’ve done a good job of keeping our lead time short and maintaining our delivery performance at a reasonable level. If the customers were had hold their inventories in the prior quarter or so we wouldn’t be getting so many short term requests and in some cases, customers are paying, expedite charge to get those cars. And there’s no reason customers will be paying expedited charges to get the parts, if they didn’t need them for production. In many, many cases, we’re delivering right on the factory floor. They are short circuiting shipment methods and they drop it on my floor because it aligns down situation. So if anything, inventory is not high out there, inventory is low.
William Stein:
Yes. That’s super helpful. Thank you.
Operator:
Thank you. The next question will come from Chris Danely with Citigroup.
Chris Danely:
Thanks guys for squeezing me in. Just a quick one. Can you give us approximately what percentage of revenue goes through China and how that’s done over the last few quarters?
Steve Sanghi:
Eric, do you have that?
Eric Bjornholt:
Yes, so it’s 21%, 22% of our revenue shifts into China. And obviously there’s some of that that’s local consumption and some of that that comes back to the Americas or Europe for consumption, but it’s in that 21%, 22% range.
Chris Danely:
Okay. Thanks guys.
Steve Sanghi:
So, Chris, in the June quarter, China revenue snapped back to higher level as the COVID-19 situation improved in China and business activities, supporting local consumption appear to be much more normal in China.
Operator:
Thank you. The next question will come from Harlan Sur with JPMorgan. Please go ahead.
Harlan Sur:
Hi, good afternoon. Thanks for taking the question. In response to the muted demand environment back in the June quarter, you guys did cut back the number of manufacturing hours for your fab employees in your two U.S. fabs. I think it went from like an – it went from like a 13-week work week – work quarter to like an 11-week work quarter. What’s the demand trend scheme muted? Are you guys continuing to drive an 11-week manufacturing work quarter? Or are you guys taking down work hours and utilizations further here in the September quarter? And then just as a follow-up, it looks like Philippines is reimposing some of the regional lockdowns and resurgence of COVID-19 is just having an impact on the Philippines test operations.
Steve Sanghi:
So I’ll take that first part of the question. I think you may have missed the comment earlier, but I did say in my remarks that actually our inventory last quarter came down 217 days from the 120 days before. Remember, we went into the quarter guiding to be down minus 6%. So if you were down minus 6%, our inventory would have gone up, which we did not want, so we put the rotating time off in the factory, at least in the two largest fabs to really have operators take some time off. And so we did better than revenue was only being down minus 1.3% and we cut back on the production. So the combined effect of that, where the inventory actually came down. Over the 117 days inventory, we have now adjusted the factory schedule, where we’re no longer working the rotating time off in those two large fabs. There are lots of small, small plants we inherited from Microsemi around the world in Boston and Ireland and Germany and other places. Those are all small labs and each one has their own schedule. Some of them are working short weeks because demand on certain products is weak. But the big plants are no longer working short hours. And second part of your question was the Philippines. Ganesh, you want to take that one.
Ganesh Moorthy:
Yes. So we did – we are aware of the adjustments the Philippines is making. What we have not given you much color on is, at the May conference call, I mentioned that we’ve had, people who are effectively live in the Philippines factory, we’ll run our operations there for a significant portion of certainly, March and April. And at its peak, we had about 850 employees living in our factory to be able to work around the constraints. It has come down since then we still maintain a force of about 300 people that are there gives us a strategic flexibility on any short term constraints. And so we have planned for where this might go and what other actions may be taken and that we are not, unless something different happens, but what we expect is likely to happen. We feel we have the control and what we need to do while keeping Philippines running.
Harlan Sur:
Yes. Thanks, Steve. Thanks, Ganesh.
Operator:
Thank you. The next question will come from Vijay Rakesh with Mizuho. Please go ahead.
Vijay Rakesh:
Yes. I guess good execution at tough environment. Just wondering on your September quarter guide for down four of the midpoint, are you seeing any particular weakness when you look by segment, I’ve seen storage the computer data center being a little bit more weaker or on industrial to give some more color there.
Steve Sanghi:
Ganesh, we answered that question before. But go ahead take it again.
Ganesh Moorthy:
So, as I mentioned, some of the segments that who are strong in the June quarter were driven by the work-from-home and medical type of activities, which have very short surge of demand that was required. That’s what had us running in the June quarter to try and catch up with a lot of new orders that came in as well. We are anticipating – the trends, we’re seeing is some of that surge subsides and demand begins to revert back to normal at that point in time. So in that sense, I wouldn’t call it a weak demand, but I would call it, it doesn’t have the surge that the June quarter had required as you continue to go long in time. And likewise, on the opposite side, some of the things that were really weak automotive being one example of that also begins to correct in the opposite direction when it begins to make up for some of that weakness as factories run, as demand returns and that part of business gets stronger.
Vijay Rakesh:
Got it. And I know you’ve mentioned not able to meet all the demand coming through given the short-term nature of these orders, spurt of orders, I guess. Do you see any risk of losing orders or losing share, or just wondering if that’s part of it or is it just limited visibility on the part of the customer? Thanks.
Steve Sanghi:
These are all proprietary products. These aren’t product that you switch overnight and go between sources and all that. So, no, we don’t see any list of losing share in what’s going on. And as I said, we’re working constructively with our customers to be – to try and get the best visibility they have to us as well, and to be able to serve them in order to meet their demand requirements. And so these are short term issues caused by the demand and supply shocks in the system. I don’t expect these to be long-term issues.
Vijay Rakesh:
Thanks a lot.
Operator:
Thank you for the question. The next question will come from Christopher Rolland with Susquehanna. Please go ahead with your question.
Christopher Rolland:
Thanks for the question. And this one’s really for Steve. Switching gears, we now have ADI acquiring Maxim. Do you see this changing anything for the analog market? And what are your feelings generally on consolidation? Do you expect to continue this pace or even accelerate during COVID? And if you had a view of valuations for targets in the industry right now, that would be appreciated as well. Thank you.
Steve Sanghi:
Okay. Well, thanks for the question. We ourselves do not see any threat from the proposed acquisition of Maxim by ADI. They’re both strong competitors in the analog space and we compete against both of them on a regular basis. And when they get combined – anytime an acquisition happens, we always see incremental opportunities that arise, because sometimes the customer wants to defend sources or don’t want all their business with ADI and Maxim as they become one. So some opportunities appear that we’ll be able to take advantage of it. In terms of the merger environment, it really – it looks at times that it could slowdown. And if a large acquirers are digesting at one-time look like it will be difficult to get approvals from China, but then we got a flurry of approvals. Marvell got approved, IDT got approved, the Mellanox got approved. And now it is Maxim and Cyprus got approved. So if China continues to approve these deals and there are still acquirers who are willing to acquire then the consolidation in the industry will continue. I think that’s really for sure. And the fundamental issue is, if you look at it over a long period of time, over the last 20 years, the overall growth of the semiconductor industry has been low to mid-single-digit. And that’s a tough environment to operate in. Every year, people get excited about one thing or the other, but all these various trends have come in. But a consolidated long-term, industry has struggled and anytime an industry struggles on the top line, then the stronger will acquire the weaker and consolidation will continue. So that’s really my view on consolidation. As for valuation question is concerned, I mean, look at the valuation Cyprus went for and Maxim event for – it just kind of keeps going higher and higher. And I think for most targets, the remaining targets, their stock price already reflects significant acquisition premium. But you wouldn’t convince their boards and their management that the acquisition premium is in there and that’s what drives a very, very high valuation. So that’s a problem.
Christopher Rolland:
Insightful, thank you Steve.
Steve Sanghi:
Welcome.
Operator:
The next question will come from David O’Connor with Exane BNP Paribas. Please go ahead.
David O’Connor:
Great. Thanks for sneaking me in guys. Maybe just a quick follow-up from a previous question, Steve, can you just remind us what the order mix is? What percentage of orders are typically short lead versus long lead time both historically versus currently, and I have one quick follow up. Thanks.
Steve Sanghi:
We don’t have the numeric, and I don’t think we would be willing to share it. It changes a lot week-to-week and month-to-month. And it’s a very fluid situation when you’re working with 100 of distributors and 120,000 plus customers. So we wouldn’t share that indicator.
David O’Connor:
Okay. Fair enough. And as my follow-on, last quarter you said that the U.S Department of Commerce export ruling, it should be pretty much straightforward for you guys, you called out I think military, maybe some attention there. Is there anything that popped up from the implementation that you went to that was unexpected? Thanks.
Steve Sanghi:
Ganesh, you want to take that one?
Ganesh Moorthy:
Yes, there were no issues. There was obviously administrative procedures that need to be put in place or have our partners put in place and so all of that is done and behind us.
David O’Connor:
That’s helpful. Thank you.
Operator:
Thank you. The question will come from Craig Ellis with B. Riley FBR. Please go ahead.
Craig Ellis:
Yes. Thanks for taking the questions guys. And the nice job on the execution of the quarter. Steve, I wanted to ask a question, I’ll start with you. It may ultimately go to Ganesh, but clearly the company has executed a number of things tactically with COGS management and OpEx management to really protect margin leverage at historically high levels through last year, so now this year’s crisis. The question is, as we look ahead and think about things that the company might be doing that are those ongoing continuous efforts to drive structural improvement and in COGS and OpEx, versus some of the things that will have some unwind employees going back to full salaries eventually as demand normalizes. How do we think about the gives and takes there? And maybe you can just list for us what some of the key longer-term drivers for contradiction and OpEx optimization are? That would be helpful. Thanks guys.
Steve Sanghi:
Go ahead Ganesh, if you want to take that?
Ganesh Moorthy:
So, obviously there are some costs that are short-term cost that we have taken out. We’ve listed many of them, I commented long, long, and as the fee revenue recurring is you should expect that some of those costs will come back. And you know, historically we have been disciplined about how we bring back some of these costs as revenue returns. And you can go back and look at other cycles in terms of how the percentage of revenue we manage our operating expenses. I think, one thing which we will do different as they come out of this, also look at what did we learn out of this crisis in terms of managing more effectively from an operating expense standpoint. And there we will get into changes in methodology, Eric mentioned to you perhaps travel, not being as higher rate as they used to, switching to more virtual methods for customer training and a number of other things as well. And so we are committed to the long-term targets we have, which is to get operating expenses down into the 23% range. That’s part of our 40.5% operating margin target that we’re working towards. And every bit and every quarter we learn things we can do more effectively, where it’s in research and development, and sales and marketing or in the overall general and administrative areas that sequentially brings things a bit-by-bit downs. We have been working on the last bit of the integration for Microsemi, which is predominantly at this point, focused on the business process and IT related items. We’re about nine months away from wrapping that up as the last bits of those get done. So there’s constant part of our DNA that is working on these in all three areas and in a crisis, you take some of the best learnings and make sure you capture them when you get past the crisis.
Craig Ellis:
Got it. Thanks, Ganesh.
Operator:
Thank you. The next question will come from John Pitzer with Credit Suisse, please go ahead.
John Pitzer:
Yes. Thanks for taking my follow-up. Ganesh, you had mentioned the prepared comments that you thought FPGAs would be up pretty significantly in the September quarter. I’m just kind of curious, is that a business that’s more exposed to the auto market? And so what we’re saying is weak June in auto to strong June and September, and that’s driving it or are there other drivers there are, can you kind of a numerate please?
Ganesh Moorthy:
So exposure to automotive for the FPGA business is low at this point. It’s one of the things that Microchip brought to that business with our historical strengths in terms of how we take advantage of each other’s end-market strengths. So if other parts of the market that are responding, providing growth in the September quarter and even as we expect that was one large customer that created a bounce for a lower revenue in the June quarter. We don’t expect they’re going to recover in the September quarter. In spite of the fact, we expect that the other improvements we’re making in business, the more than offset for that in the September, but it’s not automotive.
John Pitzer:
Thank you. Thank you. I’ll now turn the conference back over to Steve Sanghi for any closing remarks.
Steve Sanghi:
So there is one other indicator I wanted to give you. We hadn’t planned on it, but I think with all the questions we got in how the bookings happen in last quarter versus what’s happening in this quarter. I’m going to go on the limb and give you this number. The July bookings were 15.5% higher than the May bookings per day, every month is not the same there are some minor differences. And July bookings were 36.6% higher per day than the June booking. So you could see how last quarter bookings were decreasing in May and then really fell precipitously in June. But the bookings were very short-term oriented. So we made the quarter actually beat the guidance in the quarter last quarter, but it started this quarter in a whole, but now this quarter, July bookings were 15.5% better than May and 36.6% better than June, that’s why we had the confidence that even though we started minus 8%, we’re going to end up lot better. Hopefully that helps you a little bit. With that we will be attending a number of virtual conferences in the coming days and weeks. And so we will talk to some of you in those conferences. Thank you very much.
Operator:
Thank you. Ladies and gentlemen, this concludes today’s event. Now disconnect your lines for the rest of your day.
Operator:
Ladies and gentlemen, thank you for standing by and welcome to the Microchip's Q4 and Fiscal 2020 Financial Results Conference Call. At this time, all participant's line are in a listen-only mode. After the speaker's presentation there will be a question-and-answer session. [Operator instructions] And please be advised that today's call is being recorded. [Operator instructions]Now I would like to turn the conference over to your speaker today Mr. Eric Bjornholt, Microchip's Financial Officer. Sir, please go ahead.
Eric Bjornholt:
Thank you and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations.In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO and Ganesh Moorthy, Microchip's President and COO. I will comment on our fourth quarter and full fiscal year 2020 financial performance. And Steve and Ganesh will then give their comments on the results and discuss the current business environment as well as our guidance. We will then be available to respond to specific investor and analyst questions.We are including information in our press release and in this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing our GAAP and non-GAAP results. We have also posted a summary of our outstanding debt and our leverage metrics on our website.I will now go through some of the operating results including net sales, gross margin and operating expenses. Other than net sales, I will be referring to these results on a non-GAAP basis, which is based on expenses prior to the effects of acquisition activities, share based compensation and certain other adjustments as described in our press release.I will now go through some the operating results including net sales, gross margin and operating expenses. Other than net sales, I will be referring to these results on a non-GAAP basis, which is based on expenses prior to the effects of acquisition activities, share-based compensation and certain other adjustments as described in our press release.Net sales in the March quarter were $1.326 billion which was up 3% sequentially and above our revised guidance for March 02, 2020, but net sales were expected to be about flat sequentially. We've posted a summary of our GAAP net sales as well as end market demand by product line and geography on our website for your reference.On a non-GAAP basis, gross margins were strong at 62%, operating expenses were at 25.4% and operating income was 36.6% compared to 35.1% in the previous quarter. Non-GAAP net income was $375.5 million, non-GAAP earnings per share was $1.46, which was up significantly from $1.32 for this in the prior quarter. On a GAAP basis in the March quarter, gross margins were 61.4% and include the impact of $5.1 million of share-based compensation and $3.3 million of COVID19 shelter in place restrictions on manufacturing activities, total operating expenses were $653.2 million and include acquisition intangible amortization of $248.5 million special charges of $17.2 million, $15.3 million of acquisition related and other costs and share based compensation of $35.6 million.The GAAP net income was $99.9 million or $0.39 per diluted share. At March quarter GAAP tax benefit was impacted by a variety of factors including tax reserve releases associated with the statute of limitations expiring, deferred tax adjustments related to intercompany movement of intellectual property, tax reserve releases associated with tax audits and other matters.For fiscal year 2020 net sales were $5.274 billion. On a non-GAAP basis gross margin were a record 61.9%, operating expenses were 25.7% of sales and operating income was 36.2% of sales. Non-GAAP net income was $1.44 billion and EPS was $5.62 per diluted share. On a GAAP basis gross margins were 61.5%, operating expenses were 49.2% of sales and operating income was 12.3% of sales. Net income was $570.6 million and EPS was $2.23 per diluted share.The non-GAAP cash tax rate was 7% in the March quarter and 6.3% for fiscal year 2020. We expect our non-GAAP cash tax rate for fiscal '21 to be between 6% and 7% exclusive of the transition tax, any potential tax associated with the restructuring, with the Microsemi operations in the Microchip's global structure and tax audit settlements related to taxes accrued in prior fiscal years.We have many tax attributes and net operating losses and tax credits as well as US interest deductions that we believe will keep our cash tax payments low. The future cash tax payments associated with the transition tax are expected to be about $245 million that we paid over the next six years. We posted a schedule of these projected transition tax payments on the IR page of our website.Our inventory balance at March 31, 2020 was $685.7 million. We had 122 days of inventory at the end of the March quarter down seven days from the prior quarter's level. Inventory at our distributors in the March quarter were at 29 days compared to 28 days at the end of December. We believe distribution inventory levels for Microchip are still quite low compared to historical averages.In the March quarter, we exchanged cash and shares of our common stock to retire $650 million of principal plus accrued interest of out 2025 convertible senior subordinated notes. The cash used to pay the principal on this exchange was funded by 364 day bridge loan. This exchange will significantly reduce your count solution to the extent Microchip stock price appreciates in the future.During the quarter, we also amended our credit facility. As disclosed in our March 21, 2020 press release, the total leverage and senior leverage covenants were favorably modified as part of the amendment giving Microchip greater financial flexibility. The cash flow from operating activities was $371.7 million in the March quarter. As of March 31, the consolidated cash and total investment position was $403 million. We paid down $236 million of total debt in the March quarter.Over the last seven full quarters since we closed the Microsemi acquisition and incurred over $8 billion in debt to do so, we've paid down $2.222 billion of debt and continue to allocate substantially all of our excess cash beyond dividends to aggressively bring down the debt. We've accomplished this despite the adverse macro and market conditions during most of this period, which we feel is a testimony to the cash generation capabilities of our businesses as well as our ongoing operating discipline.We continue to expect our debt levels to reduce significantly over the next several years. Our adjusted EBITDA in the March quarter was $548.1 million and our trailing 12 month adjusted EBITDA was $2.129 billion. Our net debt to adjusted EBITDA excluding our very long dated convertible debt that matures in 2037 and is more equity like in nature was $4.46 at March 31, 2020 and our dividend payment in the March quarter was $88 million.Capital expenditures were $11.9 million in the March quarter and $67.6 million for fiscal year 2020. We expect between $12 million and $18 million in capital spending in the June quarter and overall capital expenditures for fiscal '21 to be between $50 million and $70 million. We continue to add capital to maintain and operate our internal manufacturing operations, support the production capabilities for our new products and technologies as well as to selectively bring in house some of the assembly and test operations that are currently outsourced.We expect these capital investments will bring some gross margin improvement to our business, particularly for the outsourced Atmel and Microsemi manufacturing activities that we are bringing into our own factories. Depreciation expense in the March quarter was $41.8 million.I will now turn it over to Ganesh to give his comments on the performance of the business in the March quarter. Ganesh.
Ganesh Moorthy:
Thank you, Eric and good afternoon, everyone. Let's start by taking a closer look at microcontrollers. On a GAAP basis our microcontroller revenue was sequentially up 5.9% as compared to the December quarter. From an end market demand standpoint our microcontroller business was sequentially up 2.9%. From an end market standpoint [indiscernible] microcontrollers in the March quarter represent an all-time record of just over $349 or 47% of our microcontroller demand.We continue to introduce a steady stream of innovative new microcontrollers, including a new cryptography enabled 32 bit microcontroller designed to stop malware for systems that boot from flash memory as well as a new high end [indiscernible] microcontroller product family for improved designs in real-time control and connected applications. Microcontrollers overall represented 55.2% of our end market demand in the March quarter.Last month Gartner released their microcontroller market share report for 2019. We're pleased to report that Microchip retain the number one position 8-Bit or 8-Bit microcontrollers. Once again we gained market share as we grew faster in the overall 8-Bit market. In fact we are now twice as big as a number two player. In the 16-bit microcontroller market we remained at a number five position and continue to gain market share as we grew faster than the overall 16-bit microcontroller market:In the 32-bit microphone market, we remained at a number six position for the Gartner report and gained significant market share again as we grew faster than the overall 32-bit microphone market. These results are despite Gartner rolling up our 32-bit microcontroller revenues to be about $400 million lower than the $1.2 billion results we actually achieved in 2019.Had Gartner used our actual calendar year 2019 32-bit microcontroller results, we would have achieved a number four ranking and as I shared with you earlier our 32-bit microphone business in the March quarter ran at a approximately $1.36 billion annualized run rate based on end market demand. For microcontroller overall, we remained at a three number position despite Gartner rolling up our revenue to be about $400 million lower than our publicly reported results for calendar year 2019.By using our publicly reported results, we would be approximately 7.5% away from the number two player and 16.5% away from the number one player ahead of us as we continue to relentlessly march towards number one spot. Our microcontroller portfolio and roadmap had never been stronger. We believe we have the new product momentum and customer engagement to continue to gain even more share in 2020 as we farther build the best performing microcontroller franchise in the industry.Now moving to analogue, on a GAAP basis our revenue was sequentially up 1.1% as compared to the December quarter. From an end market standpoint our analog business was sequentially down 1.8%. During the quarter, we continue to introduce a steady stream of innovative analog products, including the industry's first space qualified radiation tolerant Ethernet transceiver as well as an expanded silicon carbide family of power electronics to provide system level improvements in efficiency, size and reliability with 700 volt, 1200 volt and 1700 volt power modules. Analog represented 27.6% of our end market in the March quarter.Our FPGA revenue on a GAAP basis was up 4.6% sequentially as compared to the December quarter. From an end market demand standpoint our FPGA business was sequentially up 1%. FPGA represented 7% of our end market demand in the March quarter. Our licensing, memory and other product lines, which we refer to as LMO was sequentially down 10.7% as compared to the December quarter from an end market demand perspective.During the quarter we introduced a new miniaturized rubidium atomic clock, the industry's highest performance atomic clock for its size and power. LMO represented 10.1% of our end market demand in the March quarter. An update regarding coronavirus and its impact on our operations. We have had nine employees who tested positive for the virus with over 18,000 employees worldwide this was inevitable but thankfully they're all recovering nicely or have already recovered. Most of our non-factory employee base is working from home as we rapidly transformed business processes to run the marketing.Our global team have been highly engaged, collaborative and productive under the circumstances, resulting in enhanced customer engagement for new designs and high effectiveness in our product developed programs. We would like to thank our worldwide team for rapidly adapting to changing conditions and making the best of workflows possible under difficult circumstances to continue delivering results.Our manufacturing operations have varying degrees of constraint last quarter as what started the China shutting down for several weeks, expanded to many other locations that shutdown. Our operations team minimally adjusted to constraint as they emerge and implement our contingency plans where needed, to ensure that we continue to serve customer needs despite the challenges. In most of our manufacturing locations, we were able to get essential services designation as our products are quite ubiquitous in medical, work from home, defense and communication infrastructure applications.Our Philippines operations had the largest impact with restriction of people movement, being so strict that we've had a large number of our dedicated employees living in our two factory there since mid-March to support production and customer shipments. Our global team also successfully worked through a myriad of ground and air logistics issues throughout the quarter as conditions change regionally over time.Our customers and our supply chain partners also endure constraints with their factories and logistics have made the March quarter challenging. We are appreciative of our global people engaged and work through a rolling step of customer and supplier challenges even as we work through challenge and constraints have a place on our own factories.Pandemics are inherently unpredictable and there maybe yet other twists and turns to come in the days ahead. We continue to process the news daily as well as monitor information from the center for disease control and the World Health Organization and we will adopt our response as needed and focus on the things that we can control.Given the current market uncertainties, we are providing some qualitative insight into our principal end markets. The area of strength we see are data center driven by continued strength from the exponential rate at which data has been created and the consequent seemingly insatiable with demand for data storage. For computers, printers, monitors and other accessories enabled by the increased shift to working from home, for medical devices COVID19 related items like ventilators, respirators, oxygen monitor and ultrasound machines but also a host of other hospital equipment needed for increased patient loads.For contact-free consumer and industrial product like hands-free dispensers or soap, water, paper, hand sanitizers for infrared thermometers as well as barcode readers for retail shopping all in an attempt to prevent the spread of COVID19 and then for communication infrastructure in part because of work from home related network loading changes but also in part due to stimulus investments in infrastructure especially in China. The area of the weakness we've seen from an end market perspective on automotive, broad based industrial, consumer home appliances and aviation or aerospace. Our defense and space business remains relatively even here.Let me now pass it to Steve for some comments about our business and our guidance going forward. Steve?
Steve Sanghi:
Thank you, Ganesh and good afternoon, everyone. Today I would like to first reflect on the results of the fiscal fourth quarter of 2020 and the whole fiscal year 2020. I'll then provide guidance for the fiscal first quarter of 2021. The March quarter had unusual business challenges as the effects of COVID19 pandemic unfolded in many dimensions. I'm proud of how rapidly the Microchip team adapted to the new constraints we faced so that our employees would be safe, our customers will be well served and our partners engage to ensure mutual success despite the challenges we face.Despite the COVID19 pandemic challenges we deliver 3% sequential net sales growth as compared to our early March updated guidance, which was for net sales to be about flat. Our final March quarter GAAP net sales came in at $1.326 billion up 3% percent sequentially and down just to 0.3% from a year ago March quarter. Our end market demand based on sell-through was approximately $3.8 million lower than GAAP sales.After seven quarters of end market demanding higher than selling based net sales, March quarter was nearly even for end market demand versus selling net sales. We also delivered outstanding non-GAAP gross margin of 52% just above the high-end of our original guidance from February 04, 2020 and non-GAAP operating margin of 36.6% near the high-end of our original guidance and we did all that while reducing our days of inventory from 129 days to 122 days.Our consolidated non-GAAP EPS was $1.46. We did not provide EPS guidance when we revised our net sales guiding on March 02, 2020. Our original non-GAAP EPS guidance provided with our earnings release on February 04, 2020 was $1.35 to $1.51 with the midpoint of $1.43 and we beat the original guidance by $0.03. On a non-GAAP basis this was also our 118 consecutive profitable quarter.In the March quarter, we paid down $236 million of our debt. Our total debt payment since the end of June 2018 has been about $2.22 billion. The pace of debt payments have been strong despite the week and uncertain business conditions underlining the strong cash generation characteristics of our business as well as our active efforts to continue to squeeze working capital efficiency. On a full fiscal year 2020 basis our net sales was $5.274 billion down 1.4% over fiscal year 2019.Now I'll discuss our guidance for the June quarter. Ganesh in his prepared remarks discussed the impact we are seeing on our supply chain as well as our customers. Ganesh also described the end markets where we are seeing strength and those where we are seeing either current or expected weakness. Our March quarter bookings were up double digit percentage over the December quarter booking. The book-to-bill ratio for March quarter was very strong at 1.17. That resulted in our starting backlog for June quarter to be strong compared to the starting backlog for the March quarter.In April H 2020 press release, we said that we believe that the strength in bookings maybe a result of customer concerns about supply chain disruption due to COVID19 virus. With economies around the world contracting rapidly with millions of people getting laid out and with customer factory closures due to sheltering place, ordinances in various countries we believe that product demand is likely to weaken significantly.With another month under our belt now, we have seen some of the customer order pushouts and cancellations. Our backlog for the June quarter compared to the backlog for March quarter at the same point in time has now deteriorated somewhat in the last month. We believe the backlog position compared to March quarter will continue to deteriorate due to the combined effects of supply chain disruption, customer factory closures and demand destruction. Taking all these factors into consideration, we expect our net sales for June quarter to be down 2% to 10% sequentially.The guidance ranges to help account for the uncertainty associated with the evolving coronavirus situation. We have no way to model how the rest of the quarter will play out for the coronavirus situation and what the consequent business impact may be but we believe that our guidance range incorporates our best judgment for the possible scenarios. We have prepared the company for a downside scenario by putting the employees on a 10% salary cut and are adjusting the factory by reduced work hours or rotating time offs. We have also frozen all business travel and cut discretionary expenses.Regarding CapEx, we finished fiscal year 2020 with a CapEx of $67.6 million, a significant reduction from fiscal year '19 CapEx of $229 million. This is consistent with what we have said before that our CapEx is divided between growth capital, maintenance capital and new products and technology capital. In a fiscal year like 2020 in which our net sales declined, the growth capital which is the largest portion of CapEx declines to virtually nothing and therefore the total CapEx declined significantly. We expect CapEx for fiscal year '21 to remain low in the range of $50 million to $70 million.For June quarter we expect our non-GAAP gross margin to be between 60.4% and 61.2% of sales. We expect non-GAAP operating expenses to be between 24.4% and 25.2% of sales. We expect non-GAAP operating profit to be between 35.2% and 36.8% of sales and we expect our non-GAAP earnings per share to be between $1.25 per share to $1.45 per share.We believe that despite the near-term pandemic-driven challenges, we are confident in the strength and diversity of the businesses and end markets we are in to achieve long-term growth in excess of the average semiconductor market growth. Given all the complications of accounting for our acquisitions including amortization of intangibles, restructuring charges and inventory write-up on acquisitions, Microchip will continue to provide guidance and track its results on a non-GAAP basis except for net sales which will be on a GAAP basis.We believe that non-GAAP provide more meaningful comparison to prior quarters and we request that the analysts continue to report their non-GAAP estimates through first call.With that operator, will you please poll for questions.
Operator:
[Operator instructions].
Eric Bjornholt:
Yeah I don’t think that's possible. Let's stay open here for a while. Our Investor Relations manager is just indicating that we're having quite a few problems here. So let's hold and see if we can this solved. I know there is questions to be asked. So I've been told we have 12 questions in queue. We just need to figure out how to get them available so those questions can be asked/
Operator:
Your first question is from the line of Chris Caso from Raymond James. Sir please go ahead.
Chris Caso:
Yes. Thank you. Appreciate that. So I guess for the first question, Steve if you could give us some thoughts about perhaps the magnitude of the downturn that I guess we're all expecting. I realize that's a difficult question with what's going on with the backlog here, but I guess compare with some of your competitors have compared what we're seeing now to the 2009 cycle. I'm not sure if that's the right way to look at it right now, but I guess Microchip is also a different company as compared 2009 and what you're guiding to is not quite as bad. As we put all that together, how are you thinking about things going forward?
Ganesh Moorthy:
So I think we're really unable to speak about anybody else's business but our own. We mentioned some of the companies, I believe all companies have a different end market and customer exposure. We have been building this franchise for many years now through organic efforts as well as acquisitions and have compiled the very large number of very, very good assets and then deployed a program called TSS, Total System Solutions that we have discussed with you in which we are garnering larger and larger share of the customer's board with our product.So the outperformance that you may be seeing from us in business today is really nothing to do with what we have done today or last year it's been a result of really many years of effort and new products organically as well as through acquisitions and our customer support, customer support activities, the distributor relationships and everything else over the past several years. I don’t know if that helps you.
Chris Caso:
Okay I guess perhaps you could take us through what you've seen in the order rates and you put through some of that in your prepared remarks about what you've been seeing since March. I guess what's interesting now is that the customers came in, the channel at least came into this crises with very low inventory levels and that's I guess unusual in a downturn in our industry. How does that affect things going forward and what sort of visibility do you have on what customers may be doing with the inventory levels here?
Ganesh Moorthy:
So this is a very unique cycle. We have for the first time ever we're experiencing a demand shock and a supply shock. We have seen demand shock before like 2008, 2009 cycle you mentioned. We also saw a major demand shock during the 2001 tech burst and I think we saw a little mini demand shock really even during SARS in 2004 or 2003 whenever it was. And we have seen some supply shocks from our industry the two that I remember, one was during tsunami in Japan and Southeast Asia where we have a number of factories were closed down or shut down and there was a major demand shock and the other demand shock I recall was during the major floods in Thailand a few years ago where many of our peers factories were under water. Microchip factory was okay though.So we've seen really either a supply shock or a demand shock. This in the first time ever in my 40 years of experience that I am seeing a simultaneous demand shock and supply shock. The supply shock is driven by this various shelter in place ordinances and Ganesh talked about it extensively, Philippines being the worst and Malaysia being the second where we could get our workers into the factory and in some cases, the workers are living in the factory believe they believe they will not be able to come back and number of our product lines that ran in those factories produced limited output because the whole workforce wasn't working. That resulted into a supply shortage and a supply shock in some of the lead times run out and that drove some of the demand further from customers and distributors.And on the demand side of it, our customer's factories shut down, the worst being in the automotive business where I think you guys keep track of file data and if you look at the file data, you'll find that Europe has been the worst and US the second and lot of factories were shut down in Asia also but those factories are coming back in automotive. So the automotive business is going through this [indiscernible] demand shock and industrial somewhat and while on the other had like you look at the market like data centers where demand shock is in the upward direction with all the data and work from home ordinances their demand has gone up and the other area which is really quite sleepy for us in general, I don't think it's a very large percentage of our business is medical. We melt that into industrial, the medical is really we contact in industrial but a month and a half ago, I wouldn't know what a ventilator was and now we found that all the ventilator designs around the world ,everyone is using our products and the demand has gone up 100X if not more.The hospital will have two to three ventilators only for emergency purposes and now a single hospital is requiring 1,000 to 2,000 ventilators. So that demand has gone up 50X to 100X. Same thing on digital thermometers to automatic soap dispensers and bathroom products that when you put your hand into the soap falls down, they all use microcontrollers or senses or many of our products. So that's kind of the end market here.So in certain markets demand is very strong. In other market, demand is very weak. In some cases they're impacted because of supply chain disruption, in other cases the impact is because of stronger demand. So I think you know how do you make sense with all that? We started June quarter with a very strong backlog and our backlog for June quarter is still higher than our backlog was for the March quarter at the same point in time, but it has deteriorated significantly compared to where it was on April 1 and at the rate we're seeing customer's adjustments, push outs and cancellation where the customer may have ordered more product really shows up that this deterioration in backlog in June compared to March will continue.We know how much we lost in one monthly. We got two more months to go and putting all that into the equation really our crystal ball tells us in the midpoint of minus six and it end up minus two to minus 10. Sorry for the long answer but the question deserved it.
Chris Caso:
I think that's the discussion we're looking for.
Operator:
Thank you. The next question comes from the line of Ambrish Srivastava. Sir, your line is open.
Ambrish Srivastava:
Lot of details there. Can you focus on the gross margin and just how those understand the dynamics, it's more than hanging in the slide to you actually drawing down lowering inventory on the balance sheet the inventory didn't really go by that, but kind of help us understand the factors there seems to be a structural change in Chris asked the question about the difference between Microchip from 10 years ago and all the stuff we've followed you for a while but just talk through the structural changes and then you mentioned that with some manufacturing the CapEx which enable you to bring more Microsemi and Atmel indoor and that will have some positive and this is obviously a longer-term question that I am asking thank you.
Ganesh Moorthy:
So let me ask Eric Bjornholt will answer that question and I'll add something if needed at the end. Go ahead Eric.
Eric Bjornholt:
Okay. Gross margins held up extremely well in the March quarter and we closed 62% non-GAAP margin because it was really outstanding. As you know we've been running our factories at less than optimal levels and we reported a underutilization charge in the quarter of about $14 million. That was actually $3 million better than the prior quarter as we were running our assembly and test factories further than we have in the previous quarters and we were draining finished goods.So the strong gross margins are really driven by a variety of factors, including attainable product mix and then just ongoing cost reduction and cost containment activities in our factories. So that term quarter we're guiding the gross margin to be down at 60.8% at the midpoint. We expect higher underutilization charges in June compared to March due to some of the rotating time off that we're going to be doing in the factories and just lower production output. But we believe we're really well positioned for the long-term with gross margin improvement in the future as we grow back into our factory capacity.So there is a number of things that influence that other than the factory capacity. We've been also doing a good job of really holding average selling price flat with our customers and that has long-term gross margin benefits also. So that's the general summary there. Steve, what would you like to add?
Steve Sanghi:
No I think that's good. This down cycle, let me add a couple of sentences. I think we started this down cycle with probably the lowest inventory we had, 122 days at the end of March. I recall prior down cycle when we started with really high inventory and so I think it's such a low inventory and we're keeping the flow by factory rotating time offs and other.So I think when we get on the other side of it and start ramping up factory back up and we're starting with the gross margin in the 60's I think we'll be very, very well positioned longer term, but it really good record gross margin.
Eric Bjornholt:
The second piece of Ambrish's question related to CapEx and we will still focus longer-term on bringing some more assembly and test in-house but we're really locked down capital pretty significantly to see where our forecast is for fiscal '21 of between $50 million and $70 million. So where there is benefits to be gained, we'll evaluate those, but we're being pretty conservative of our posture in terms of making adjustments right now.
Operator:
The next question comes from the line of Gary Mobley from Wells Fargo Securities. Sir your line is open.
Gary Mobley:
In the interest of time, I'll post my questions now. Steve you gave your opinion on the recent export -- recent change in export control rules and the impact this may have on the owners process of applying for licenses to shift China customers or any sort of limitations on that and then my next question really on behalf of many different people, but I would interested to get your perspective on how safe your dividend is, thank you.
Steve Sanghi:
Sure, I'll pass on to Ganesh to answer the question about export control and then I'll come back and answer the question on the dividend.
Ganesh Moorthy:
As a recent announcement that was made, we're still sorting through what the Commerce Department's rules are. The specific item that we are paying attention to the possible military use of products and how we can provide confirmation that it is not going with those applications. We think it's fairly straightforward to be able to do it but we have time until the 29 June to be able to implement it but at this point in time we do not expect that it has an issue in terms of Microchip's business. Go ahead Steve.
Steve Sanghi:
So regarding the dividend, your question was how safe is the dividend. Dividend is very, very safe. We were one company that did not cut over dividend back in 2009 when peak to bottom our revenue went down almost 36%. Today we're so much more profitable on gross and operating margin level, we have done a stress test on our business you can't find a number lowering up, you could lose a very, very large amount of sales and the company still is cash flow positive with regard $1.2 billion of money remaining on line of credit.So I think really we are unable to model a scenario, a reasonable scenario where the dividend would be at risk and if we felt that the dividend was at risk we certainly would not be increasing the dividend which we are little bit every quarter.
Operator:
The next question comes from the line of Craig Hettenbach from Morgan Stanley. Sir, your line is open.
Craig Hettenbach:
Question for Steve just on kind of the downturn playbook and so that the employee cost cuts, pay reduction in CapEx you’ve done it in prior cycles, as you mentioned this is a very different cycle. So just trying to gauge how you're thinking about the depth of this cycle and similar things you're doing to protect margin as it plays out.
Steve Sanghi:
So I think we learn a little bit through every cycle and one of our goal is to never let a cycle go to waste. What happened in 2008, 2009 was the cycle really hit in early part of October of 2008 and the business was down very substantially in that December quarter and down lot more even in the March quarter and we didn't implement pay cuts and all that till we were well into the cycle where the strong authority there and we were being better just.So this time what we've done in understanding that with 33 million people I think already lost jobs in US alone, I don’t know how many around the world. These people are not going to be buying cars and refrigerators and other stuff that really would have our product. So this time we bend down the hatches and got it up the window. They're ahead of time before the storm really hit.So we finished the March quarter actually sequentially up 3% and we implemented the pay cut starting April 20 and at that time our business really hasn't even weakened. Where our June quarter was still backlog higher than the March quarter backlog at the same point in time. So what we have really done is really out of abundance of caution just thinking that this storm internally at Microchip we have described that to be a category fixed storm waiting in the wing where category five is the highest category because we have never seen this before and a simultaneous demand and supply shock the pandemic and no place to hide and 33 million people laid up in the five weeks in US alone.So we have prepared the company with a cost structure in the June guidance we have given you has the paycheck now pay cuts for June quarter dialed in but not for the whole quarter because we started in the middle of the quarter and September expense will be down even slightly further from that. So we essentially have positioned it for any extreme case that may materialize.It's a lot easy to give the money back undo the cuts on the salary, change them from X% to Y% lower that. It's much easier to do that than you have spent all the money and then really fight and you have the supply. So that's really how we're looking at it. We're looking at it as don't know and until anybody knows, anybody says he knows. they're lying. They don't. So what we've done in really out of abundance of caution prepared the company for a worst case analysis and we'll give the money back if we didn’t need it.
Craig Hettenbach:
Just as a follow-up on the push outs and cancellations, is it pretty broad based are there any certain products that are you're seeing more than others?
Steve Sanghi:
It's not by product. It is more by end market. The worst is automotive, the second would be industrial and general consumer like appliances and all that I think that Ganesh described all those areas, where the strength is the strongest area is data center. I would think the next is really 5G related, work from home related, PCs, printers, computers and all that. Medical is extremely strong. So those are the areas we're not seeing push outs and cancellation. We're seeing those in the automotive and some general industry.
Operator:
The next question comes from the line of John Pitzer from Credit Suisse. Sir, your line is open.
John Pitzer:
Steve you said in your prepared comments, that clearly, the June backlog is deteriorating, but at least through the month of April, it would still suggest the potential for sequential growth in the June quarter. So I am just curious when you think about the range of revenue you've given for June. What's the expectation as we go into May and June? Does the rate of deterioration, the backlog needs to accelerate from here to kind of hit your midpoint or just kind of give us any sort of color you feel comfortable with helping us understand what you're embedding in further deterioration of the backlog from here?
Steve Sanghi:
There is a way to model it. So there are two challenges, maybe three. One is that the existing backlog further cancels or pushes out the following quarter. Second is we still need turns to take. If there is zero cancellation from here on, but we get no more turns for the quarter, that's not a good scenario either. So that would be fairly soft too and the third is a supply depending on what product the demand comes on.The products where if you place an order today the earliest I can give you is July, August and those are from the most constrained areas or factories that have had a six weeks for six weeks they haven’t been able to run full production and now as they're coming back to production, we are so far behind in delinquency. We'll leave the June quarter with a fairly large amount of product delinquent. Same thing happened at the end of March quarter.So in a way some day when we catch up on that product get shipped, it's a good news but for now we're not going to be able to ship all the backlog in the June quarter, neither will be able to ship that all in March quarter. In fact, if just the supply side shock had not happened and our factories were running, for March quarter we would have met or exceeded our original guidance, which was about 5%, 5.5%. We only did three and I was largely because we couldn’t supply the product.
John Pitzer:
That's helpful Steve and you also mentioned that some of the OpEx control that you put in place this quarter or not even for the full quarter so it will have a positive effect on OpEx declining again in September. I'm curious, are there more leverage you can pull on OpEx and should we take OpEx being down sequentially in September as a sign that you feel like revenue might be down again in September as well?
Ganesh Moorthy:
So the only reason that the September OpEx will be down below June would be because the pickup would be for the entire quarter and the pickups didn’t kick in until June 20 in US and probably May 1 for some of the international geographies depending on the various international laws but the September quarter we get the full quarter.If your question is what if we didn’t need it and the business as well then you remodel it and you change the pickup from 10% to 6% to 5% or if you see growth you make it zero. Anything is possible, but I'm saying right now in the game prepared for the category fixed on we are structured to take the June quarter expenses below the March quarter because of the full quarter saying and then December compared to September will be about the same if you don’t make any change in and the pickup and at the end of December that's currently the case.We've announced the employees that the pickup ends at the end of December, So the March quarter OpEx will rise again and hopefully we're well out of the words from the site and if we're not then we do something different.
Operator:
The next question comes from the line of Chris Danely from Citi. Sir your line is open.
Chris Danely:
Can you just expend on I guess what percentage of your revenue is dealing with the supply issues and are the supply issues worsening as we speak or do you think you got a handle on them and they should get better as the quarter progresses?
Steve Sanghi:
Let me have Ganesh comment on it. I don’t think we have quantitative numbers but Ganesh can talk qualitatively.
Ganesh Moorthy:
So it's not our entire product line right. So we build a lot of product in many countries Thailand, Philippines, Malaysia depending on our factory or subcontracted factories. Our principal issues from a constraint standpoint were in the Philippines and in Malaysia. Malaysia at this point effectively has turned on 100%. They don't have -- it's running at 100% but there are no restriction and they are as fast as they can bring their direct labor workforce how they would catch up on the quarter.Philippines has done operating under restriction. We have been able to improve from March to the June quarter by having more people residing in our factories. So this is we got 500, 600 employees living full-time inside the factory to be able to get the utilization to be higher. We expect that that will get turned -- those restrictions will come off as we go into the latter part of May, the middle of May as part of our control and as that happens, we will have more output that come out of it.So I believe the constraint -- manufacturing constraints are coming off and coming off rapidly, but there's catch up to what was left from where the constraints were there plus ongoing support there.
Chris Danely:
And for my follow-up, so Steve you call this weakness after a little bit of strength last quarter. What is your spider sense tell you on how long this weakness could last? Do you think that some of these end markets that are very strong right now like data center, did they start getting weaker in the second half of the year. Any guesses to how long this weakness could last because it last in the next quarter.
Steve Sanghi:
I don’t currently expect the data center to weaken and I think 90% of the world data has been created in the last two years and any company that's related together I just got off the Board of Mellanox, you've got finally the deal closed and they're video on April 27 and then announced the prior quarter their March quarter just couple of days before the deal closed. It was a very, very strong quarter. You’ve seen it in the results and video also.So I just think data center market is very, very strong and I think how we've designed in our print position and the customers board. So that one looks very, very good. But I think as the automotive factories go back to work and people start buying cars again, that market is the most destroyed today. That market will show huge potential for getting back to normal and industrial will be the same way.
Operator:
The next question comes from the line of Vivek Arya from Bank of America Securities. Go ahead. Your line is open.
Vivek Arya:
I had two as well. Steve when I look at your peak to trough share decline say from September last year to hopefully the tough in June or if I just take the midpoint of what you're guiding to in June or even take the low end of that, it's a introduction of 7% to 11% that's actually much better than what we have seen at some of your analogue and microcontroller peers that are down 25% in that same period.So the question to you is what is helping you stay more resilient and I appreciate the visibility is not there but if let's say those competitors start to come in September, is there anything that prevents Microchip sales to also rebound in September?
Steve Sanghi:
I think I little bit answered that question earlier that we think what we're seeing is you referred and building is stronger same position and customer's boards with total system solutions and also acquiring product lines with synergy products what we have gotten from Atmel and Micrel and Microsemi with all the discrete product line with various steps that can grow into similar border microcontroller and much stronger distributor relationships I think some others have been tweaking their distribution policies maybe to the detriment, maybe not now. Time will tell but I think we are seeing a stronger effect of a stronger distributor relationships and the effect of end markets like we discussed.So I don't really know why anybody else is doing better or worse than us. I am sure there are other companies doing better than us and rather more closer competitors that are doing worst than us. So we're happy to be gaining share but I don’t know we can totally allocate percentage how much is because of what reason.
Vivek Arya:
And for my follow-up, gross margin say you're guiding down about 120 basis points or so down to 61%. I understand that there are supply chain disruptions etcetera, but the last time your gross margins were under or around these 61%-ish or below levels, your revenues were 20% lower right. They were closer to $1 billion or so over two years ago and at that time you did not even have Microsemi which has been accretive to margin since then.So I am curious why this conservatism and gross margin as with utilization is there anything else right and then how should gross margins behave assuming that sales start to rebound in September? Thank you.
Eric Bjornholt:
So the midpoint of our guidance this quarter is 60.8%. Our long-term model is 63%. So quite honestly I think margins have held up extraordinarily well. If you look at the fall we had in gross margins back in 2008, 2009 that margins went down significantly. Now we've got a little more balance between what we do internally versus what we do externally from a production standpoint.Bottom line is with revenue being down as you mentioned 7% to 11% from people trough we have to run our factories at low level and I think we've done a very good job of controlling inventory levels and in this last quarter 122 days that's a very good position to be in with what's in front of us. So I think this comes down to utilization of our factory footprint that we have as we go back into it, we can be very cost effective.
Vivek Arya:
It's just a trough though.
Ganesh Moorthy:
I think the question revenue is so much higher than last time our revenue was -- last time our margin was just kind of number. So why is margin not higher I think that's your question. Going back two years ago was a different company. We didn’t have Microsemi all of their factories around the world they're probably a different cost structure. Some of those factories have lower demand. Some of those are okay and it's not the same company. Combined with Microsemi now, Microsemi was about between 40% to 50% of our revenue and company has totally changed.
Operator:
The next question comes from the line of William Stein from SunTrust. Sir please go ahead.
William Stein:
Steve I apologize if you’ve answered this already. It seems clear you are expecting some further order cancels or push out or downsizing, so I totally understand that but when we think about the pace of cancellations, have you commented on that yet? Is that starting to slow down where the reduction in backlog is getting to point where those changes are smaller and smaller?
Steve Sanghi:
I don’t know if I can definitely say that. I think end market by end market and it's geography by geography, but overall it may have slowed down somewhat but in some other geographies and in some other markets its continuing. So I don't think, if the calculations were over and the push outs were over, our revenue would be higher than March quarter. That's not what we're guiding and that's not where we're attempting.
William Stein:
Next one if I can, perhaps for Eric but whoever wants to take it, most semi companies in the past few months has couple of months have taken to try to term out debt and either protect themselves on the balance sheet. Microchip's moves here have been a little bit more I don’t know it looks like opportunistic or aggressive you might characterize by pulling down the revolver to pay off part of the convert. I am wondering if you can walk us what the thinking was the company the courage to do that in this environment.
Ganesh Moorthy:
Let me take that. So we begin the effort by some of our convert debt when the stock to hit about $60 like low $60 and that was down about a peak of $110. The amount of dilution we get from these converts when the stock goes from let's say $65 to $110 is so large because it has a hyper future where the stock competes at 1.5 times that it will be $1 increase in stock price and was just very, very dilutive.So when the stock price because of the recession went down from $110 into low $60, we decided not to waste that recession and to try to pushing up our convert, but to do so we needed the money and this year we took the money out of the line, we did not. We didn’t take any money out of the line of credit. We first wanted to raise the money in the public market through a debt but with extreme volatility the debt market is closed for a period of time and so we went to the action of getting a 364 day bridge. So we got $615 million of bridge at very, very low interest rates, same interest rate as the line of credit and with that we bought $615 million worth of face value convertible and by the time we executed those convertible stock had already been rebounded to about $70.70 where we average where we bought them and where the stock is now at $85.50 you could just imagine how much dilution we have saved that we would have incurred.So we think it was very, very opportunistic good move and we didn't stress the credit line to do that. We got a separate bridge, so it was a venue money separate bridge that we've prepared within a year.
William Stein:
Got it. I didn't maybe I didn't appreciate the distinction, thank you.
Ganesh Moorthy:
I just would say I wish I was able to raise more money than I would have brought even more but it was a very, very difficult time. There were companies there was a run on the banks, people were drawing their credit line completely and banks were under lot of stress and that environment I was able to raise $615 million in new money something like miracle at that time.
Operator:
The next question comes from the line of Christopher Rolland from Susquehanna. Sir please go ahead.
Christopher Rolland:
I guess first maybe talk about cycle times and lead times some of our data suggest that your leads are up a little bit. I think you did talk about the Philippine, Malaysia. Maybe just talk about lead times from that perspective. I know they're low historically, but talk about where you are there with any increases and then I guess balance that with inventory it looks like you're not increasing any inventory. So I guess you guys are super worried, but maybe talk about that lead times and the balance of inventory as well.
Steve Sanghi:
Ganesh let me have you take lead time question.
Ganesh Moorthy:
So lead time for most of our products from relatively are stable. Lead times in these factory that have been constrained by shelves in place have gone out and they've gone out by I would say on average about a couple of weeks and so whatever you are hearing or seeing is on certain product lines I think a little ones that go to Philippines or Malaysia where we've seen it. But for the most part lead times outside of that are remaining stable and we expect that lead times will catch back to normal by probably closer to the end of the quarter as we catch up stock will usually open and we're able to both ship normal but also do any catch-up shipments.
Christopher Rolland:
Steve you're the big picture guy and you touched on this a bit already, but looking forward what do you think that the biggest risks are to your business here and if you have to start pulling some contingencies to lessen the blow, what are you thinking you can -- what's in your control from here that you plan on doing. Thank you.
Steve Sanghi:
Well the biggest risk to the business is that COVID19 is not contained as we are talking about from state to state and you're internationally – nationally and internationally from Washington and other places as people go back to work here in the coming month, the question is do we see it way for COVID19 cases starting to go back up as people are willing to go back to work. I think as people go back to work, there will be all the precautions of NASH and cleaning and others. And hopefully, we will not have a second wave but it's tucking away requiring to go back to sheltering place and that would be the largest risk that we're seeing because that would have prove on the time spend during which the factories will be shut down, the demand would be low. People will be buying cars and other stuff. That I see as the biggest risk.Now in terms of what levers do we have, I think we've already implemented those levers that are while our business in March quarter was not even last stressed we sequentially grew but we implemented these measures to essentially finite categories six times and those are the levers that already have implemented and we'll just continue with those and look for even occurring more discretion and the expenses and see if that could go down further and any other discretion of the expense to go down further.Ganesh and I and others are willing to take a larger pick but usually it's a volume up to predict pick up that helps and I don’t think we can ask the word while incurring larger pick up, but you're also have policies to play with and capital and other things. But like I mentioned I think in an answer to an earlier question we try to model a scenario to try to see how much of revenue has to go down before we become cash flow negative or dividend comes through a questionable it's way too low and when I get there I think it's just -- our business is too strong today. The formation of the business is so good that we're not going to burn cash and the dividend is not at risk and I think we're in a pretty good place.
Christopher Rolland:
Thank you and congrats on buying that convert bonds, nice price.
Operator:
The next question comes from the line of Harlan Sur from JPMorgan. Please go ahead.
Harlan Sur:
Just sort of geographical question back in March when we saw the team downshifted that time the downshift was driven by shortfall in China rights, it's a country starting to open back up but at a slower pace but you also did point out at that time that orders in business activity at that time in China was starting to pick back up and since then we've seen more cleanup of activity in China leasing auto production picking up this order, factories are starting to open up, consumer starting to spend. So have you seen follow through of that China improvement trend as maybe versus the world demand is weakening into the June quarter or are you also seeing degradation and deterioration in China orders and bookings as well?
Steve Sanghi:
So I think depending on when you look at monthly or you look at it by quarter when you look at it by quarter China was very weak for the March quarter because Chinese New Year first of all was extended to two to three weeks from one week and then all these factories were closed. So the China business was horrible. if you really look at for the quarter but if you look at it on a monthly basis as the COVID19 situation got contained and people went back to work, China business almost seems like it's back to normal.However, the concern is that it may look like back to normal because it's really making up for some of the shortfall and all that it had and once that demand is met is a steady state demand in China back to normal or not. I think that needs to be answered in the month of May and June, but April China was very strong and late product margin in China was very strong as if it would be normal or even better.
Harlan Sur:
Okay. I appreciate the insights there Steve and then just on the backend operation you talked about Malaysia, you talked about Philippines but you guys actually have a pretty large in Thailand they are locked down to the end of this month. So how is the team been able to manage quite nicely to the movement control in Thailand and is Thailand running at full run rate?
Steve Sanghi:
Yeah so Thailand did not have any strong ordinance, let me have Ganesh comment on that. Ganesh?
Ganesh Moorthy:
So the time of the lockdown are really a curfew at night from about 10 PM and 8 AM. It doesn't affect our shifts, our ability to operate our plans and so under the new logistic or other issues that we run into. So thankfully kind of the entire episode has been running full steam no issues.
Operator:
The next question comes from the line of Ari Shusterman from…
Ari Shusterman:
So I first wanted to talk about automotive. So in auto which products have shown the greatest strength and can you talk about traction you've been seeing in silicon carbide?
Steve Sanghi:
Let me have Ganesh for that.
Ganesh Moorthy:
So I think when you have such a large demand reduction in automotive there is no segment I can pull out and say this is strong and so automotive across the board when we look at our many different product lines, they are going to automatic drill down in this. Now to your question of silicon carbide it's early days, and silicon carbide predominantly a new technology that is aimed at electric cars from a high-volume standpoint. Electric cars as a percentage of the total automobiles produced are sold and it's 1% to 2% and so it's still a small percentage.We're making good inroads with our products to be new designs and new activity that are taking place. So it's really not a factor in any revenue that is taking place for automotive today, but we're making very good progress because the silicon carbide solution for Microchip are extremely robust and in an automotive environment which is very harsh, the voltage and temperature standpoint we're about as one of the most important factors that take into account for using silicon carbide products.
Ari Shusterman:
And as a quick follow-up with regards to FPGA business, what are trends that you’ve been seeing in and how would you say your FPGA is compared to ionic Altera. Thank you.
Steve Sanghi:
Go ahead Ganesh.
Ganesh Moorthy:
So our FPGA business continues to be reasonably strong. It had a nice growth as we showed during the March quarter results that we announced. Our FPGA also has a reasonably good exposure into defense and space applications. Those end markets are not as badly affected as some of the other end markets that we have and to be quite honest we don’t really see lot of it in some of the other names that frequently and what we run up into the market.We play predominantly into the mid range and missed the lower end of the FPGA market, we have some unique positioning relative to security, low power, robustness and in those areas, we do extremely well.
Operator:
Yes, the next question comes from the line of Craig Ellis from B. Riley FBR. Sir, go ahead.
Craig Ellis:
Team, thanks for all of the detailed information so far. Steve I wanted to go back to a couple comments that you made about how unique this environment is and the fact that we got multiple dynamic and capacity had to content with those and the question for you is given how dynamic things are, what's Microchip doing, what are you doing to kind of assess where we are as demand compresses overall and then potentially reaccelerates and orders in backlog or have you expanded the things that you look at see when we'll get the turn and you have a view on when turn whether it be June or September some of the time?
Steve Sanghi:
Management team Ganesh and I and the other members of the management team really keep a very, very strong finger on the pulse of the business. We watch a very large number of indicators internal and external on a weekly basis and more often than that if needed on specific indicators. So through that large stack up for indicators and graphs that we constantly monitor, we have added a few to really further assess that situation frequently and some of the things we're looking at it much more frequently are things like dollars or push outs and cancellation number of coronavirus cases and various geographies where factories are and customer are.Whether they're peaking, they're stable, they're growing, they're coming down. We're also just watching a number of other indicators employment related, first-time unemployment claims and all that. So there is really a large amount of data that we're absorbing and this certainly will include the data we get from our own customers to salespeople regularly with monthly bookings and design wins and our customers, customers comments on whether the business is growing or falling, where would it go and what's happening. So there is so much more intelligence that goes into really before we continue and we're even more focused on getting all that intelligence today.
Craig Ellis:
And that give me any sense for when we could be at the bottom?
Steve Sanghi:
No, I think that is too early to really have that kind of confidence at the bottom. The numbers are so broad just have a guidance of minus two to minus 10 it's just so broad that we cannot yet say what September will bring. It will largely depend on whether as the people go back to work there is the coronavirus that kind of dies down or there is a second wave if coronavirus coming back and we're dealing with it with our factory shut down even in August and September. If that happens then the bottom isn’t here yet.
Craig Ellis:
Certainly, if I could ask a follow-up just relating to some of the things that are happening inside of the business given how dynamic things are one, because it cause the team to think any differently will be the inventory that should be stocked to properly to pull customers and two given, Ganesh's characterization of what's wrong and squeezed does it cause the team to think any differently about where it's emphasizing incremental R&D on products and that kind of thing. Thank you very much.
Steve Sanghi:
So long-term target for inventory level is 115 to 120 and we finished the March quarter and 122. I don’t know you get any more precise than that. So inventory is really like that. So inventory is right exactly where we want the inventory to be I really tell you it got a little bit high earlier during the US China trade related and then we have been bringing it down. So March quarter inventory was nearly perfect and because of this coronavirus situation now, we didn't want inventory to substantially grow. So therefore we put our factories on reduced workload rotating time off or reduced hours of work or whatever.And to call it so that as the revenue in the June quarter is declining, we don't want the inventories to grow very substantially. So I think our inventories are in the right range and we're comfortable with it. In terms of R&D Ganesh will comment on that.
Ganesh Moorthy:
So I think no one should take short term positive and negative that's the way in which we're investing from an R&D perspective and that's what we're seeing in this cycle at this point in time. R&D is really a longer-term view of where are the markets going, where are the opportunity and we're guided by the six megatrends that we have shared with you.We believe over the next 5 to 10 years growth is going to be available at a faster level or higher level in 5G data centers, autonomous driving, IOT, electric vehicle and artificial intelligence and machine learning and so the main product lines at Microchip are working on how can they create complete solutions total system solutions for these megatrends and what maybe strong today and maybe not so strong in six months or 12 month is how we do our R&D spend.
Operator:
I am showing no further questions at this time.
Ganesh Moorthy:
Okay. Thank you, operator and thanks all the investors and analyst who were on this call. The travel is really totally banned. So we'll be attending some of the conferences this quarter but they will all be virtual conferences. We'll do it out of our home. So we'll talk to some of you more at those conferences. So thank you very much.
Operator:
Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Good day everyone and welcome to the Microchip's third quarter fiscal 2020 financial results conference call. As a reminder, today's call is being recorded.At this time, I would like to turn the call over to Mr. Eric Bjornholt, Chief Financial Officer. Sir, please begin.
Eric Bjornholt:
Thank you and good afternoon everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations.In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO and Ganesh Moorthy, Microchip's President and COO. I will comment on our third quarter fiscal year 2020 financial performance. And Steve and Ganesh will then give their comments on the results and discuss the current business environment as well as our guidance. We will then be available to respond to specific investor and analyst questions.We are including information in our press release and in this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing our GAAP and non-GAAP results. We have also posted a summary of our outstanding debt and our leverage metrics on our website.I want to remind investors that during the June quarter of 2018, we adopted the new GAAP revenue recognition standard which requires revenue to be recognized at the time products are sold to distributors versus our historical revenue recognition policy where revenue on such transactions were deferred until the product was sold by our distributors to an end customer.As discussed in previous earnings conference calls, we continue to track and measure our performance internally based on direct revenue plus distribution sell-through activity and each quarter we will provide a metric for this called end-market demand in our earnings release. Therefore, along with our GAAP and non-GAAP results based on distribution sell-in, we will also provide investors with our end-market demand based on distribution sell-out but will not provide a P&L based on end-market demand. End-market demand in the December 2019 quarter was $1.324 billion. End-market demand was about $36.1 million more than our GAAP revenue in the December 2019 quarter.I will now go through some of the operating results including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis, which is based on expenses prior to the effects of our acquisition activities, share based compensation and certain other adjustments as described in our press release.Net sales in the December quarter were $1.287 billion, which was down 3.76% sequentially and near the high-end of our updated revenue guidance provided on January 6, 2020. We have posted a summary of our GAAP net sales and end-market demand by product line and geography on our website for your reference.On a non-GAAP basis, gross margins were 61.5%, operating expenses were at 26.4% and operating income was 35.1% and above the high-end of our guidance. Non-GAAP net income was $340.8 million. Non-GAAP earnings per diluted share was $1 32, which was above the high-end of our last provided non-GAAP EPS guidance from December 3, 2019 of $1.30.On a GAAP basis, gross margins were 61% and include the impact of $5.7 million of share based compensation expense. Total operating expenses were $654.3 million and include acquisition intangible amortization of $248.7 million, special charges of $17.8 million, $10.9 million of acquisition related and other costs and share based compensation of $37.8 million. The GAAP net income was $311.1 million or $1.20 per diluted share. Our December quarter GAAP tax benefit was significantly positively impacted by the tax benefit related to the intra-group transfer of certain intellectual property rights.The non-GAAP cash tax rate was 6% in the December quarter. We expect our non-GAAP cash tax rate for fiscal 2020 to be about 6%, exclusive of any transition tax, any potential tax associated with the restructuring of the Microsemi operations into Microchip's global structure and any tax audit settlements related to taxes accrued in prior fiscal years. We have many tax attributes and net operating losses and tax credits as well as U.S. interest deductions that we believe will keep our cash tax payments low. The future cash tax payments associated with the transition tax is expected to be about $245 million and will be paid over the next six years. We have posted a schedule of our projected transition tax payments on the Investor Relations page of our website.Our inventory balance at December 31, 2019 was $708.8 million. We had 129 days of inventory at the end of the December quarter, down two days from the prior quarter's level. Inventory at our distributors in the December quarter were at 28 days compared to 30 days at the end of September. We have only had one quarter in the past 15 years, which was Q3 of fiscal year 2013, where our days of inventory at distribution have been lower than the current levels.The cash flow from operating activities was $395.5 million in the December quarter. As of December 31, the consolidated cash and total investment position was $402.3 million. We paid down $257 million of total debt in the December quarter and the net debt on the balance sheet was reduced by $254.2 million. Over the last six full quarters since we close the Microsemi acquisition and incurred over $8 billion in debt to do so, we have paid down $1.986 billion of the debt and continue to allocate substantially all of our excess cash generation beyond dividends to aggressively bring down this debt. We have accomplished this despite the adverse macro and market conditions during most of this period, which we feel is a testimony to the cash generation capabilities of our business. We expect our debt levels to reduce significantly over the next several years.Our adjusted EBITDA in the December quarter was $503.4 million and our trailing 12 month adjusted EBITDA was $2.125 billion. Our net debt to adjusted EBITDA, excluding our very long dated convertible debt that matures in 2037 and is more equity -like in nature, was 4.58 at December 31, 2019. Our dividend payment in the December quarter was $87.7 million. Capital expenditures were $14.1 million in the December 2019 quarter. We expect between $20 million and $25 million in capital spending in the March quarter and overall capital expenditures for fiscal 2020 to be between $76 million and $81 million.We continue to add capital to support the growth of our production capabilities for our new products and technologies and to bring in-house more of the assembly and test operations that are currently outsourced. We expect these capital investments will bring some gross margin improvement to our business, particularly for the outsourced Atmel and Microsemi manufacturing activities that we are bringing into our own factories. Depreciation expense in the December quarter was $41.4 million.I will now turn it over to Ganesh to give his comments on the performance of the business in the December quarter. Ganesh?
Ganesh Moorthy:
Thank you Eric and good afternoon everyone. Before I get started, I would like to remind you that the product line comparisons I will be sharing with you today are based on end-market demand, which is how Microchip measures this performance internally.Let's start by taking a closer look at microcontrollers. Our microcontroller business was sequentially down 1.1% as compared to the September quarter. We continue to introduce a steady stream of innovative new microcontrollers including next-generation Bluetooth 5.0 dual-mode audio solutions, production ready open source tools for managing our Adapttec smart storage offerings and industry support for development of the Open Compute Project's Accelerator Infrastructure through our PCIe switches. Microcontrollers represented 53.6% of our end-market demand in the December quarter.Moving to analog. Our analog business was sequentially down 3.6% as compared to the September quarter. During the quarter, we continued to introduce a steady stream of innovative analog products including the IEEE 802.3bt-2018-compliant Power over Ethernet injectors and midspans that enable up to 90 watts of power without changing switches or cabling. Analog represented 28.1% of our end-market demand in the December quarter.Our FPGA business was sequentially flat as compared to the September quarter. During the quarter, we introduced the radiation tolerant PolarFire FPGA for space and other high reliability applications, as well as the early access program for the PolarFire system-on-chip FPGA, offering the world's first hardened real-time, Linux capable, RISC-V-based microprocessor subsystem. Design wins for the PolarFire family continue to grow strongly and we remain optimistic about the prospects for this product family. FPGA represented 6.9% of our end-market demand in the December quarter.Our licensing, memory and other product line, which we refer to as LMO, was sequentially down 0.7% as compared to the September quarter. During the quarter, we delivered a new family of electrically erasable RAM products, providing cost-effective alternatives to nonvolatile RAM solutions at a number of memory densities. LMO represented 11.3% of our end-market demand in the December quarter.An update regarding Coronavirus and what we are seeing. First, all our employees are safe and that remains our highest priority. We implemented travel bans in and out of China, Hong Kong and Taiwan two weeks ago. We also implemented self-quarantine requirements for anyone who may have traveled to these countries. Mandatory medical assessment and clearance for anyone who may have symptoms, a screening questionnaire for all external visitors to any Microchip facility and common sense preventive sanitizing steps on a continuous basis in all our facilities worldwide.As you well know, most provinces in China have extended the Chinese New Year holidays till February 9. Hubei province, where Wuhan is located, has extended the holidays till February 13. Our manufacturing footprint in China is small and we expect little impact to our operations from this extension. Also at this time, we do not anticipate any significant supply chain issues for materials sourced from China.Some of our customers could be affected by the extended Chinese New Year holidays. It is too early to determine what impact there may be as most are not yet back from the extended holidays. Because Chinese New Year this year was early in the quarter, there is more time for our customers to catch up lost production within the quarter. We also believe there is slack in manufacturing capacity, which can be of help while recovering lost production.These outbreaks are unpredictable and there may yet be other twists and turns to come in the days ahead. We continue to process the news daily as well as monitor information from the Centers for Disease Control and the World Health Organization. We will adopt our response as needed and focus on the things that we can control.Finally, over the last few months, we started share six megatrends that we believe provide significant growth opportunities for Microchip over the next five to 10 years and I would like to summarize them. First, the 5G infrastructure rollout which is just getting started and has a decade ahead of it. Each prior generation of wireless infrastructure deployment 2G, 3G and 4G lasted for about 10 years.The Internet of things comprised of smart, connected and secure end nodes is picking up steam, especially for industrial IoT where there are compelling business models for customers to make money, save money and mitigate risk.Third, for data center. The data center demand to store and process data is exploding as data is created at a hyper exponential rate. To put this in perspective, estimates are that 90% of world's data was created in just the last two years and that trend continues unabated.Fourth, electric and hybrid vehicles are riding a wave of consumer and regulatory forces which are driving substantial investment in technology and capacity. Fifth is the advanced driver assist which is already a growth application and its proliferation to more car models and its natural progression to increasing levels of autonomous driving. Sixth is finally the artificial intelligence and machine learning which we see as another explosive growth area, not only in the cloud, but even more so at the edge.These megatrends cut across the diverse end-markets we serve and guide our product development priorities. We believe these megatrends in conjunction with our total system solutions go-to-market approach will provide key opportunities for organic growth in the coming years.With that, let me pass it to Steve for some comments about our business and our guidance going forward. Steve?
Steve Sanghi:
Thank you Ganesh and good afternoon everyone. Today I would like to first reflect on the results of the fiscal third quarter of 2020. I will then provide guidance for the fiscal fourth quarter of 2020.Our December quarter was an interesting one in which we revised the midpoint of our guidance upwards twice, once on December 3, 2019 prior to the Credit Suisse conference and second on January 6, 2020 prior to JPMorgan conference. Our final December quarter GAAP net sales were on the high-end of our latest guidance and came in at $1.287 billion, down 3.76% sequentially. Our end-market demand based on sell-through was $36 million higher than GAAP sales which we believe shows that the channel was continuing to manage their working capital conservatively by reducing inventory due to uncertainty. December was the seventh consecutive quarter where our sell-through revenue was higher than our sell-in revenue.Our consolidated non-GAAP gross margin of 61.5% was just above the high-end of our guidance. Our consolidated non-GAAP operating margin of 35.1% was also just above the high-end of our guidance. Our consolidated non-GAAP earnings per share was $1.32, which was also above the high-end of our revised guidance. So overall, December quarter turned out to be a lot better than originally guided.On non-GAAP basis, this was also our 117th consecutive profitable quarter. In the December quarter, we paid down $257 million of our debt. Our total debt payment since the end of June 2018 has been about $2 billion. The pace of debt payments has been strong despite the weak and uncertain business conditions underlining the strong cash generation characteristics of our business as well as our active efforts to continue to squeeze working capital efficiencies.Now before I provide you guidance for the March quarter, let me comment on some of the inflection points that we saw during the December quarter. Our December quarter bookings were up double digit percentage over the September quarter bookings that resulted in our starting backlog for March quarter to be up double digit percentage over the starting backlog for the December quarter. Our starting backlog was up in each of the geographies of North America, Europe and Asia. From an end market perspective, we saw strength in data centers and start of a recovery in industrial and automotive.Continuing on the inflection points, the book-to-bill ratio for December quarter was well above one after multiple quarters of book-to-bill being below one. Our distributor inventory at the end of September was already at low level and lowest in 15 years except one quarter in fiscal year 2013. In December quarter, the distribution inventory went even lower. During December quarter, we saw increased level of customer requested pull-ins, many of it is required factory expedites. Seeing these multiple signs of inflection point, we call the December quarter to be a bottom for Microchip for this cycle barring any negative developments on the U.S.-China trade front or the impact of Coronavirus.Now I turn to guidance for March quarter. The backlog for March quarter that started out quite strong continued to fill in during the month of January. Taking all these factors into consideration and after rolling up revenue expectations from sales regions as well as business units, we expect GAAP net sales based on sell-in revenue recognition for our products to be up between 2% to 9% sequentially in the March 2020 quarter. The midpoint of our guidance for the March 2020 quarter reflects what we believe our business can deliver assuming no extraordinary events. However, the wider than normal guidance range is to help account for the uncertainty associated with the evolving Coronavirus situation. We are still in the early days of how this situation is playing out. We have no way to model how the rest of the quarter will play out for the Coronavirus situation and what the consequent business impact may be. But we believe that our guidance range incorporates our best judgment for the possible scenarios.Regarding CapEx, we expect to finish fiscal year 2020 with a CapEx of between $76 million and $81 million, a significant reduction from fiscal year 2019 CapEx of $229 million. This is consistent with what we have said before that our CapEx is divided between growth capital, maintenance capital and new products and technology capital. In a fiscal year like 2020 in which our net sales declined, the growth capital which is the largest portion of the CapEx declines to virtually nothing and therefore the total CapEx declined significantly.For March quarter, we expect our non-GAAP gross margin to be between 61.5% and 61.9% of sales. We expect non-GAAP operating expenses to be between 25% and 26.2% of sales. We expect non-GAAP operating profit percentage to be between 35.3% and 36.9% of sales. And we expect our non-GAAP earnings per share to be between $1.35 per share to $1.51 per share.Given all the complications of accounting for our acquisitions including amortization of intangibles, restructuring charges and inventory write-up on acquisitions, Microchip will continue to provide guidance and track its results on non-GAAP basis except for net sales which will be on a GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters and we request that the analysts continue to report their non-GAAP estimates to First Call.With this, operator, will you please poll for questions?
Operator:
[Operator Instructions]. And our first question will come from Craig Hettenbach with Morgan Stanley.
Craig Hettenbach:
Yes. Thank you. Steve, just a question on the expedited activity. Can you just maybe put that into context with currently where your lead times are and things you are looking to do to maybe kind of address that as business improves?
Steve Sanghi:
So during this down cycle, we built a substantial amount of inventory that is held in the die bank. So when an order comes in, it's really taking the die from the die bank and processing it through which can be anywhere to as low three weeks to as much as six, seven weeks depending on where it has to go, inside or outside or what difficult package or assembly test it might be.What we are finding is that customers stationed a fair amount of backlog just outside the quarter and then when they need the product they expedite into the quarter. This way, they kind of have both choices. They could not take it in the quarter and leave it out or push it out further or if they need it, ask us to pull it in. We have been seeing the strange phenomenon now not only this quarter, we have been seeing it for some time but it really became even more accentuated. So there is a fair amount of backlog sitting outside the quarter in April and customers are expediting it into the quarter.Does that answer your question?
Craig Hettenbach:
Yes. Thank you.
Operator:
Thank you. Our next question comes from Vivek Arya with Bank of America.
Vivek Arya:
Thanks for taking my question. Steve, I am curious, what are you expecting your distributors to do in the March quarter? I think you are giving a net sales outlook. So any color on sell-in and sell-out trends would be helpful. And in general, what are they saying to you? Why are they taking down Microchip inventory to such low levels because it's such an outlier and we don't hear of any of your other peers their inventories being taken down to be similarly low levels?
Steve Sanghi:
Well, I don't really know if, as we speak, distributors are taking down inventory further, but they have in the last is seven quarters or so through December. We don't really have a guidance for the March quarter on sell-through. We can't really provide both ends of the guidance. It's just too much work. So we are providing the sell-in guidance that we have given you.And in the December quarter when we provided the guidance, we expected that distributors will reverse the trend and will start to build a sound inventory towards normalization. It did not happen in December. We are expecting it would happen again in March, but there is no guarantee. Distributors will do what they will do.I think part of the reason is, for 30 years, our culture at Microchip, in our business unit, sales organization, up and down to the change with the distribution, our conversations with the distributors are winning designs, creating a large funnel and pulling those designs to production and creating sales out. That is how we pay our sales people. That's how we pay our business unit. That's how all the bonuses are structured. And we don't really have a whole lot of conversations regarding what we give into the distribution.That has always been less important to us because we manage our business based on sell-through. So distributors take the inventory what they want to run their business and based on getting returns for their business. In contrast, I think we see many of our peers and competitors are more focus on sell-in revenue recognition where they may make deals to put more product into distribution and arresting the fall of the inventory that way.
Ganesh Moorthy:
I would add one more thing. We always had low lead times on our products. And I think that gives distributors an opportunity to run the inventory to whatever the lowest level they think they can get away with while continue to focus on sell-through. So short lead times give them the opportunity to carry less inventory as well.
Steve Sanghi:
I would also add that some time we charge expedite charges for expediting the product. So sometime expedited charges require us to spend weekends, pay over time or pay expedite for shipping, going through hand carry products and all sorts of charge incurred and we often pass those to the customers. It doesn't move the needle in terms of revenue but if somebody wants to expedite the parts, it's not always free.
Vivek Arya:
But you are not assuming any restocking benefit? Any major restocking benefit in March?
Steve Sanghi:
We have no way to model it.
Vivek Arya:
Okay. Thank you.
Operator:
Thank you. Our next question comes from Gary Mobley with Wells Fargo.
Gary Mobley:
Hi guys. Thanks for taking my question. I want to ask about your relative performance in the microcontroller segment. It looks like for the full calendar year 2019, you outperformed the microcontroller market in terms of sales growth if you believe in the SIA sales metrics. But in the second half of the year, it looks like and particularly in the fourth calendar quarter, it looks like you might have underperformed the market. To what should we attribute that to? Is it just sort of a short term disruption or anything to look into there long term?
Steve Sanghi:
I am not sure what data it is you are referring to. So we were sequentially down 1.1% on microcontrollers, September to December. If you look at the year-over-year numbers, we are on microcontroller were down about 5%, 5.5%, somewhere in that neighborhood. The story is not written. We don't see any annualized numbers that are out yet. Maybe SIA has some early numbers. We will get that by March, April and we will at the next conference call have the typical Gartner 2019 numbers. There is nothing in our business that has any indication that something was better in the first half and got worse in the second half.
Ganesh Moorthy:
I think if you look at the quarter result sequentially and compare it to a very large competitor, I think we substantially outgrew them.
Steve Sanghi:
So these are year-over-year.
Ganesh Moorthy:
Yes.
Gary Mobley:
Understood. All right. Thank you guys.
Operator:
Thank you. Our next question comes from Chris Caso with Raymond James.
Chris Caso:
Yes. Thank you. Good evening. A question with regard to gross margins and assuming we just have started recovery, we would hope to see some gross margin improvement as a result. Perhaps you could answer it in terms of production utilization levels with some of the better order rates? Has that caused you to change any production levels? And then from a cost standpoint as we go forward, I think you still have some integration benefits still to come. Could you help to quantify those and when they kick in and how that helps leverage if indeed we are in a recovery?
Eric Bjornholt:
Sure. This is Eric. So in the December quarter, we incurred about a $16 million factory under utilization charge that was reflected in our cost of sales. That was up about $7 million quarter-on-quarter. We expect that charge to be lower in the March quarter. Particularly in our backend assembly and test operations, we are running the factories higher.Steve talked about it in an earlier response that our die bank is pretty healthy. But backend operations, we have been training finished goods and looking to run the factories harder this quarter, which should help on the gross margin and the guidance that we are given. So that's a piece of it. We continue to run our factories as efficiently as we can. We are continuing to invest to bring some of the outsourced assembly and test in-house at a moderate rate and all those things are going to benefit gross margin long term and lead us to our long term guidance, which is to get to about 63% non-GAAP gross margins as a long term model versus the 61.7% we are guiding to at the midpoint of guidance for the current quarter.
Operator:
All right. Thank you. Our next question will come from William Stein with SunTrust Robinson Humphrey.
William Stein:
Great. Similar topic, only not just gross, on operating as well. Maybe Eric, you can take a step back and frame up relative to where you are now and contemplating your longer term goals, what's the path to getting there? Is it just a modest amount of revenue recovery? Is mix part of the equation? Is there still restructuring for Microsemi? I know you are still bringing capacity in-house. It seems to us that it seems really likely that you will be able to exceed these long term targets given the revenue level that you are achieving today relative to what the next peak could be, for example? Thank you.
Eric Bjornholt:
Okay. So you know, I think I have kind of touched on gross margin so far. And we have been told by others that they think that's a conservative forecast. But we are not going to update that model until we get to the target. And on OpEx, we are guiding the current quarter to be between 25% and 26.2% of sales and our long term model is 22.5%. I would say, we have been pretty conservative in how we have been managing the business during this current cycle.And with that, we need to make sure that we are making the appropriate investment, whether it's in R&D, support functions, technical sales, outreach to the customers to make sure we drive the long term health of the business. And some of our variable compensation programs too will kick back in as revenue grows. So we have confidence in the long term model which is just above 40% operating margins.And we got a ways to go when we are guiding the current quarter at the midpoint of guidance to about 36.1%. So I would say, be patient. We do need revenue growth to get there. But I think we are well positioned with the investments that we have made to add to drive to higher levels than what we are seeing today.
William Stein:
Thank you.
Operator:
[Operator Instructions]. Our next question comes from Ambrish Srivastava with BMO Financial Group.
Ambrish Srivastava:
Hi. Thank you very much. Steve, I was wondering if you could give us a little bit more detail on the source of strength in bookings? Whether end-markets or geos? I believe last earnings call, you had indicated that China was stronger in terms of geo. So any update on that front would be helpful. Thank you.
Steve Sanghi:
So I think from an end-market perspective, we said that data center has been strong all along and we are seeing startup of a recovery in the industrial market and the automotive market. The communication market remains weak and the appliance market remains weak. And aerospace and defense is kind of always lumpy and it's hard to call.From a geographical perspective, yes, we saw strength in the China market last quarter. But you would see the weakness in China market this quarter, driven by the Lunar New Year and nobody knows what's going to happen with the Coronavirus. So this quarter, you would see stronger U.S. and Europe and weaker China.
Ambrish Srivastava:
Okay. Thank you.
Operator:
Thank you. Our next question comes from Raji Gill with Needham & Company.
Raji Gill:
Yes. Thank you. If we think about the seasonality in the business now that we have some time [indiscernible], how do we think about it coming out of the bottom of the cycle and kind of perhaps entering into mid cycle recovery, excluding the impact of Coronavirus? I am just trying to get a sense of the seasonality [indiscernible] post the bottom of the cycle. Thank you.
Steve Sanghi:
I think, Raji, seasonality is still hard to measure where all the acquisitions that we have completed. The events that have happened in the last couple of years, all the trade tensions situation, general economic conditions and now the Coronavirus, prior to that we had a significant inventory correction event on especially the Microsemi inventory. We really haven't finished enough quarters in a healthy business environment to peg a seasonality. So I would think it still remains difficult.
Operator:
Thank you. Our next question will come from Craig Ellis with B. Riley FBR.
Craig Ellis:
Yes. Thanks for taking the question and congratulations on the good execution. I had wanted to go back to some of the comments around the performance on debt production, which over the last six quarters at almost $2 billion is very strong. The question is, perhaps both you Eric and you Steve, is as you look ahead and given the trajectory you are on, it seems like you could be at a 3X net debt to EBITDA level in as soon as four quarters or so. So how do you think about deploying the cash to create value for shareholders when you get to that level? Would a vast majority of available cash will go to debt pay down? Or would you start looking at other things? And what would the priorities be at that point? Thank you.
Steve Sanghi:
Let me take that and Eric can add to it. First of all, I don't think I have looked at a model which will take the leverage down to 3X in four quarters. That seems awfully aggressive although I don't know what assumption you are making in the revenue growth of the recovery. It will largely depend on that. But basically, yes, we need to bring the debt leverage below a three handle, kind of have it to somewhere in the high twos.Once we get there, then we will still be generating somewhere of the order of well over $1 billion of free cash per quarter and we need to figure out what we do. I mean we haven't been in that situation in quite a long time. You have obvious choices. You could pay down more debt and bring leverage down further. But more preferably, you could increase the dividend. You can start a buyback program and that all assuming that there is not a further M&A possibility.We have said before that we think by the time we come up for air, majority of the companies or smaller company that we would like to buy, probably would have been bought and there isn't as much more opportunity there. But there could be one more possibly. But secondly, we think that the remaining assets are very expensive. There is large amount of M&A bid on them already because every small company is really on sale and we don't really pay that kind of multiple that we have seen paid in the recent deals.Cyprus as well as some other deals, those multiples were way, way too high for our case. If we can not find a reasonable other acquisition, then our focus will switch to other uses of cash, including higher dividend, more stock buyback and possibly some more debt pay down.
Eric Bjornholt:
I think what I am going to add to that is just kind of a short term view here is, because I know we will get this question a lot is, what do we expect for debt pay down in the current quarter, the March quarter. And really, we expect that to be somewhere between $225 million and $250 million. Last quarter, it was $257 million but our starting accounts receivable balance was lower just because revenue was down last quarter.So really to get some tailwinds behind us, from a revenue perspective, as the topline grows I think EBITDA will start growing nicely and that's going to help with the leverage metrics coming down. But it kind of depends on what the environment is going to be over the course of the next year. If we were able to get to that, three times number that you mentioned, I think we would need pretty good revenue growth.
Craig Ellis:
Got it. Thanks guys.
Operator:
[Operator Instructions]. And our next question comes from Chris Danely with Citi.
Chris Danely:
Hi. Thanks Steve, Steve, you mentioned that some customers were expediting orders out of the June quarter into this quarter. So do you think that the June quarter could be at risk of a little bit of a disappointment like we are robbing from the June quarter to pay the March quarter? And then further to that, you talked a little about lead times. Do you think that there is risk of extended lead times if this expediting continues?
Steve Sanghi:
The lead times are not at risk short term because we have a fair amount of die inventory and there is a fair amount of capacity slack in the system since the revenues are down year-over-year. The backlog bottomed out some time ago and the total extended backlog is really growing nicely. So when people are taking backlog from June quarter moving into March quarter, that's not putting June quarter at risk. There is higher and higher backlog. The overall backlog is growing. Book-to-bill was strongly positive. So it put a very large amount of total backlog on the system.
Ganesh Moorthy:
Chris, we had expedites in the December quarter where people have placed backlog in the March quarter and pulled it in. You are seeing a stronger March quarter despite that. So as you go into and upward trend in the business, it is not unnatural. We have see it in other cycles where customers start to see their business recovering and wanting to have products sooner than they had originally planned for.
Eric Bjornholt:
Yes. And in addition to those orders that are being pulled in by customers requesting them into the current quarter, we are also receiving orders that are just within our normal published lead times. And that can create some expedite activity also.
Ganesh Moorthy:
Often with short lead times, yes.
Steve Sanghi:
And Chris, this phenomenon is not a new one. We have seen it before in prior cycles and we have been seeing it in this cycle. I kind of call it, have your cake and eat it too. So customers will place an order where they are still in the cancellation or push-out window and if they don't want it or if their business is not strong, they can push it out or leave it out. But if their business is stronger and they need it, then they ask us to expedite it. Kind of have their cake and eat it too. It's not a new phenomenon. But we are seeing it quite accentuated right now and that's why I called it out.
Chris Danely:
Okay. Thanks a lot guys.
Operator:
Thank you. Our next question comes from Harsh Kumar with Piper Sandler.
Harsh Kumar:
Yes. Hi Steve. I was curious, with the sudden pickup in China, are you aware of any areas of shortages not just in your business, but in the industry overall?
Steve Sanghi:
I am not seeing any shortages. I mean, China right now is shut down. So you really wouldn't get any data. They were shut down for the Chinese New Year. They are just about coming back. But most provinces have extended it till February 9. But prior to going for the Chinese New Year, no, we were not experiencing any shortages.
Harsh Kumar:
Fair enough. Thanks guys.
Operator:
Thank you. Our next question comes from Christopher Rolland with Susquehanna International Group.
Christopher Rolland:
Thanks for the question. Eric, perhaps asked another way, if you could talk about Atmel and Microsemi, bringing them in-house, remind us where we are on front-end and back-end? And then also the gross margin benefits that you would get there? Also, how are you able to do this in such a small CapEx envelope as well? Thanks.
Eric Bjornholt:
Okay. So there is a couple pieces to that. So we did tighten our investment criteria in terms of making those capital investments over the course of the last year when business was difficult. And so we shortened the window, the payback window, from a cash flow perspective, from two years down to a year. And we really haven't changed that at this point in time. So that's one of the reason the spend has been lower. And this is very detailed work. So it's package-by-package, part-by-part and none of these investments are needle movers but in aggregate they do help gross margins slowly over time. So I think that's responsive to your question, unless these guys have anything else they want to add.
Steve Sanghi:
You can give them the percentage we have inside and outside for fab, assembly and tests.
Eric Bjornholt:
Yes. So fab is 39% internal, assembly is 45% and test is 54%.
Christopher Rolland:
That's useful. Thank you.
Eric Bjornholt:
And we would expect those assembly and test percentages to increase over time as we gradually make these investments.
Operator:
Thank you. Our next question will come from Harlan Sur with JPMorgan.
Harlan Sur:
Good afternoon guys. Thanks for taking my question and congrats on the strong start to 2020. I know lead times are still pretty short but given the strong bookings trends coming off of the depressed September quarter, strong bookings thus far here in the March quarter and maybe some backlog build for June, ex-ing out the potential issues for Coronavirus, but do you think you are setting up, given the backlog that are you seeing, at least for a seasonal June quarter, which is typically one of your seasonally strongest quarters?
Steve Sanghi:
Well, we are not giving guidance or commenting on the June quarter, especially in the light of significant uncertainty because of the Coronavirus. Remove those uncertainties and let's say there is no impact and business comes back and the virus is contained rapidly and all that, then your assessment for the June quarter would be correct.
Eric Bjornholt:
Yes. And I think I would just add that we are very well-positioned from a capacity perspective to be able to respond quickly to upside if that develops.
Harlan Sur:
Got it. And then I guess, on that note, back in early January when you did your update, it didn't sound like you were going to be increasing front-end utilizations near-term just because you guys have pretty substantial die banks. But let's say as the March quarter progress and the backlog is indicating a potential for normal seasonal growth for June and September, I assume the team would start to ramp capacity utilization, say, in the back half of this quarter. Is that kind of the right way to think about the potential timing of utilizations going up?
Steve Sanghi:
So this is Steve. Let me take that. I think, let's start from the back-end first and we will come to the front-end. The back-end utilization is going up as we speak. And as we ramp, it will continue to go up because we depleted the finished goods. And when the orders are strong, we have got to take the die bank and finish them. So that will continue to have a positive effect on gross margin pretty much starting now.When you look at the front-end, the front-end still has a fair amount of die bank but there also you have got to separate it on the production we do inside versus the production we buy from outside. The inventory on the products we buy from outside was depleted to a lower level and there we are increasing the buy know as we speak. But there is not a utilization impact of that, because that was being done outside.What we were going inside, that's what we had the substantial die bank and I think it will at least take it few more quarters before we have to start increasing the production in our fabs.
Harlan Sur:
Got it. Okay. But then the lower, the lower underutilization charges here in the March quarter is simply because you are filling out your packaging and test assembly utilizations are going up, right. Is that the primary driver for the lower underutilization charges?
Steve Sanghi:
Yes. Well, you know, there is always lots of moving parts, mix and on that. But yes, there is a new phenomenon where even in the December quarter, we were depleting finished goods. We were a quarter back-end utilization was lower than the September quarter and the March quarter will be up significantly from the December quarter.I wanted to add one more comment on the question you asked regarding the June quarter seasonality, how it would be in and the comment was made that June quarter will at least be seasonal. I would say, I hope that one of these quarter, current quarter as well as June quarter and September quarter are well above seasonal because the inventory is at so low and if I take any cues from any prior recoveries whether it was from SaaS or it was the recovery from 2009 cycle or any other cycle recovery, usually you have got two or three quarters of well above seasonal recovery that takes the business back to the old heights and then goes from there. So I like to think that any kind of forecast here becomes very conservative.
Harlan Sur:
Yes. That's a fair point, Steve. Thank you.
Operator:
Thank you. Our next question will come from Vijay Rakesh with Mizuho Securities.
Vijay Rakesh:
I was wondering, as you look at your business, I was wondering if we can get some color by markets, end-markets, automotive, industrial? How you see that playing out the rest of the year? Thanks.
Ganesh Moorthy:
So as Steve mentioned, we are starting to see automotive and industrial picking up from the bottom that they were at. They had pretty bad years in 2019. And our expectation is that, barring any outside events as we go through 2020, both those end-markets should see continued improvement.
Vijay Rakesh:
Got it. And on the industrial and other end-markets, do you see a similar trend in the back half? Or do you see stronger first half year?
Ganesh Moorthy:
So my comment was for both automotive and industrial. We have talked about data center. It was strong. It will remain strong. We don't see anything that suggests that's different. There maybe some communication market changes that are driven by what happens with Coronavirus. We don't know. But there is a large 5G cycle, investment cycle that's starting. And then as far as a defense and aerospace tend be pretty steady in how it goes. It remains steady with where it's at. And then the consumer cycle, we have yet to see if we will see some benefit. It needs further trade resolution for it to see any significant benefits but nothing new to report on that on the consumer end of the market.
Vijay Rakesh:
All right. Great. Thanks.
Operator:
All right. Thank you. Our last question will come from John Pitzer with Credit Suisse Group.
John Pitzer:
Yes. Guys, thanks for letting me get in. I have been jumping around calls. So I apologize if this is a repeat. But Steve, if you kind of look at the operating model for the business, historically you guys have always make good progress and then kind of taken a step back as you made acquisitions to then kind of move forward again. I am just kind of curious if we go to an extended period where you are not sort of in the acquisition game, how should we be thinking about operating margin targets and incremental gross and OP margins for the business over time?
Steve Sanghi:
So John, you are very correct that we make substantial progress in gross and operating margin after an acquisition and then when we do another acquisition, most times we are not buying businesses that are over 60% gross margin and 40% operating margins. So our overall company margin, gross and operating, drop and then we work back up a few steps only to take a fall again when we buy next acquisition.Now if you make the assumption that for an extended period of time, we were to not do another acquisition then first thing that would happen is that we will reach our operating model. So our operating model, to remind everyone, is 63% gross margin and 22.5% percent operating expenses leading to a 40.5%, operating profit. So two ends of it.First, the gross margin. We are guiding 61.7% gross margin this quarter. So it's 130 basis points away. If you just take the underutilization charge of $16 million that pretty much get you there almost. The second issue is the operating expense. So operating expense basically we are guiding 25% to 26.2% and there is a huge leverage there with the revenue increase. The current revenue is, I think what, a couple of hundred million dollar behind the past record?
Eric Bjornholt:
That's right.
Steve Sanghi:
And a very round number. So once you gain that, you have a significant leverage where the operating expense comes down. Some leverage still remains in integration of Microsemi with all these go-lives and all that are happening which will take another nine months. But once we get all that done, then you have achieved gross margin as well as the operating expense and you have reached the model. Now if your question is, where dies the model go? Do we continue to go higher in gross margin and continue go higher in operating margin? For that, get in line and we will about it when we get there.
John Pitzer:
That's helpful. And then just secondly, on Microsemi. It was an acquisition you kind of made as the industry was going into a correction. And you are talking about a little bit about kind of the expense leverage there. I am just kind of curious from a revenue leverage. I mean one of the things you guys have always done well, as you bought these assets, is going and kind of apply a better pricing discipline to the business. Is there still more to go with the Microsemi acquisition? Or has that mostly played out?
Ganesh Moorthy:
First of all, I don't think we had the same pricing discipline issues in Microsemi as we did at Atmel. Microsemi, just to remind you, was gross margins that were right around 60% when we did the acquisition. The product lines at Microsemi are extremely sticky products and many of them have very long life cycles. And to that extent, those margins will stay high, the product line revenue will stay high.Now we have, in the time we have owned Microsemi, started to work on, so how are we going to take advantage of Microsemi's position in the end-markets they were strong in, data center, communications and aerospace and defense to be able to sell more complete portfolio. And that work is well underway. And reverse, how can we take Microsemi products into the end-market that Microchip was strong in prior to the acquisition, automotive, industrial and home appliances. And that work is going in.Now we have a six, seven quarter window where the environment has been weak and as we emerged from a weak environment and we go into a more normal environment, all the hard work that has been done will begin to play itself out. And so I think there are revenue synergies yet to come but in part, it's work to be done and lot of that is underway and has been for some time but a lot of it has to come as the environment strengthens.
Steve Sanghi:
And John, I think if you study some of the past cycles, I know you and other analysts are very good at studying the past cycles, what really happens is nobody believes the depth of the downturn. And the estimates will always stay high and they get cut multiple times. In this cycle, the estimates really have been cut four times, not only for Microchip but for the industry and various other players. It could be more than four times.And then when the reverse happens, the estimates always go higher, beat and raise, beat and raise, beat and raise, for many quarters. I have seen this in prior cycles because nobody has the confidence to guess the revenue or guide the revenue to be higher than seasonal. And it continues for many quarters in the other direction. That's what I am hoping for but not guiding to.
Operator:
All right. Thank you. And at this time, there are no further questions in the queue. So I would like to turn the call back over to Mr. Steve Sanghi for any closing remarks.
Steve Sanghi:
Well, we want to thank everyone for attending this call and we are going to about three different conferences, I think, this quarter. So we will see some of you at those conferences. Thank you.
Operator:
Thank you. Ladies and gentlemen, this concludes today's teleconference and you may now disconnect. Please enjoy the rest of your evening.
Operator:
Good day, everyone, and welcome to the Microchip's Second Quarter Fiscal 2020 Financial Results Conference Call. As a reminder, today's call is being recorded.At this time, I would like to turn the conference over to Microchip’s Chief Financial Officer, Mr. Eric Bjornholt. Please go ahead, sir.
Eric Bjornholt:
Thank you and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially.We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations.In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO; and Ganesh Moorthy, Microchip's President and COO. I will comment on our second quarter fiscal year 2020 financial performance. And Steve and Ganesh will then give their comments on the results, discuss the current business environment as well as our guidance and provide an update on the ongoing integration activities associated with the Microsemi acquisition. We will then be available to respond to specific investor and analyst questions.We are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing our GAAP and non-GAAP results. We have also posted a summary of our outstanding debt and leverage metrics on our website.I want to remind investors that during the June quarter of 2018, we adopted the new GAAP revenue recognition standard which requires revenue to be recognized at the time products are sold to distributors versus our historical revenue recognition policy where revenue on such transactions was deferred until the product was sold by our distributor to an end customer.As discussed in previous earnings conference calls, we continue to track and measure our performance internally based on direct revenue plus distribution sell-through activity and each quarter we'll provide a metric for this called end-market demand in our earnings release. Therefore along with our GAAP and non-GAAP results based on distribution sell-in, we will also provide investors with our end-market demand based on distribution sell-out but will not provide a P&L based on end-market demand.End-market demand in the September 2019 quarter was $1.346 billion. End-market demand was about $8.6 million more than our GAAP revenue in the quarter. I will now go through some of the operating results including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis, which is based on expenses prior to the effects of our acquisition activities, share based compensation and certain other adjustments as described in our press release.Net sales in the September quarter were $1.338 billion, which was down 1.15% sequentially and modestly below the midpoint of our guidance of $1.349 billion. We have posted a summary of our GAAP net sales and end-market demand by product line and geography on our website for your reference.On a non-GAAP basis, gross margins were near all-time highs at 62.24%, operating expenses were at 25.56% and operating income was 36.7%. Non-GAAP net income was 365.7 million. Non-GAAP earnings per diluted share was $1 43, which was in line with the midpoint of our guidance.On a GAAP basis, gross margins were 61.9% and included the impact of 5.2 million of share based compensation. Total operating expenses were 643.9 million and include acquisition and tangible amortization of 248.2 million, special charges of 3.6 million, 10.1 million of acquisition related and other costs, and share based compensation of 40.1 million. The GAAP net income was 108.9 million or $0.43 per diluted share.Our September quarter, GAAP tax benefits included 12.7 million of net discrete income tax benefits related to tax reserve releases, due to statute of limitations expiring, partially offset by a foreign tax assessment. The non-GAAP cash tax rate was 6.5% in the September quarter and was negatively impacted by foreign tax assessment that Microchip will pay in fiscal year 2020, but defendant’s position and seek a refund of these taxes in the future. We expect our non-GAAP cash tax rate for fiscal '20 to be between 6% and 7%. Exclusive of the transition tax, any potential tax associated with restructuring the Microsemi operations into the Microchip global tax structure, and any tax audit settlements related to taxes accrued in prior fiscal years. We have many tax attributes and net operating losses and tax credits, as well as U.S. interest deductions that we believe will keep our cash tax payments low. The future cash tax payments associated with the transition tax is expected to be about 236 million and will be paid over the next six years. We have posted the schedule of our projected transition tax payments on the Investor Relations page of our website.Our inventory balance at September 30, 2019 was 734.2 million. We had 131 days of inventory at the end of the September quarter, down one day from the prior quarter's level. Inventory at our distributors in the September quarter were at 30 days compared to 32 days at the end of June. We have only had one quarter in the past 15 years, which was Q3 of fiscal year 2013, our days of inventory at distribution have been lower than the current levels.The cash flow from operating activities was 396 million in the September quarter. As of September 30, the consolidated cash and total investment position was 405.1 million. We paid down 315.5 million of total debt in the September quarter, and the net debt on the balance sheet was reduced by 283.5 million. Over the last full five quarters, since we closed the Microsemi acquisition and incurred over $8 billion in debt to do so, we have paid down 1.729 billion of the debt and continue to allocate substantially all of our excess cash beyond dividends to aggressively bring down this debt.We have accomplished this despite the adverse macro and market conditions during most of this period, which is a testimony to the cash generation capabilities of our business. We expect our debt levels to reduce significantly over the next several years. Our adjusted EBITDA in the September quarter was 540.2 million, and our trailing 12 month adjusted EBITDA was 2.178 billion. Our net debt to adjusted EBITDA excluding our very long dated convertible debt that matures in 2037 and as more equity like in nature was 4.59 at September 30 2019. Our dividend payment in the September quarter was 87.3 million.Capital expenditures were 17.7 million in the September quarter. We expect between 20 million and 25 million in capital spending in the December quarter and overall capital expenditures for fiscal 2020 to be between $90 million and $100 million, a $25 million reduction from the forecast we provided last quarter.We continue to add capital to support the growth of our production capabilities of our new products and technologies and to bring in house more of the assembly and test operations that are currently outsourced. We expect these capital investments will bring some gross margin improvement to our business, particularly for the outsourced Actel and Microsemi manufacturing activities that we are bringing into our own factories. Depreciation expense in the September quarter was 39.5 million.I will now turn it over to Ganesh to give us comments on the performance of the business in the September quarter and provide an update on some of our ongoing Microsemi integration activities. Ganesh?
Ganesh Moorthy:
Thank you, Eric. And good afternoon, everyone. Before I get started, I'd like to remind you that the product line comparisons I will be sharing with you today are based on end-market demand, which is how Microchip measured its performance internally. Also, as I go through the product line reports, they will reflect continued broad macro weakness in the markets we serve. This broad weakness was further accentuated in the month of September.Let's start by taking a closer look at microcontrollers. Our microcontroller business was sequentially down 1.3%, as compared to the June quarter. We continue to introduce a steady stream of innovative new microcontrollers, including the industry's first commercially available serial memory solid-state drive controller, which won the Best-of-Show award in the 2019 Flash Memory Summit, as well as two different USB Type-C Power Delivery controllers, which enabled fast device charging and simplifies implementation of this functionality. Microcontrollers represented 53.3% of our end-market demand in the September quarter.Now moving to analog. Our analog business are sequentially up 0.2% as compared to the June quarter. During the quarter, we continue to introduce a steady stream of innovative analog products, including the introduction of the Trust Platform for CryptoAuthenticaion, the industry's first pre-provision solution providing secure key storage for small and large volumes. Analog represented 28.7% of our end-market demand in the September quarter,Our FPGA business was sequentially down 8.9%, as compared to the June quarter. As we have mentioned in prior conference calls, the FPGA business does have some lumpiness, because of a significant exposure to space, aviation and defense markets where procurement timing can be a function of programs and they're shifting priorities, schedules and budgets.During the quarter, we announced our Smart Embedded Vision initiative, providing for designing intelligent machine vision systems with our low power PolarFire FPGAs. Design wins for the PolarFire family continue to grow strongly. And we remain optimistic about the prospects for this product family. FPGA represented 6.8% of our end-market demand in the September quarter.Our licensing memory and other product line which we refer to as LMO was sequentially up 10.5% in the September quarter, as compared to the June quarter. Strength in our licensing business, as well as our timing systems business outpaced the broader macro weakness we experienced. LMO represented 11.2% of our end-market demand in the September quarter.In September, we completed the acquisition of two small early stage private companies. The first acquisition enables low power embedded computing solutions for machine learning inference, and smart embedded vision applications for our FPGA product families. This acquisition also adds domain knowledge depth in the areas of machine learning algorithms and vector processing.The second acquisition provides digital gate driver solutions for wide bandgap MOSFET and IGBT Technologies. The acquisition complements our silicon carbide discrete and modular power conversion offerings, and enables us to provide more comprehensive total system solutions.These two acquisitions were very small and more akin to acquiring intellectual property along with domain experts to help us accelerate our business agenda in specific laser focused areas. The combined cash outflow was less than $6 million and hence not material to the rate at which we're paying down our debt.Finally, a quick update about the ongoing Microsemi integration. We continue to plow forward with the business systems and operations integrations. On the business systems front, we went live with a few more systems on November 1. And as I mentioned on prior conference calls, this is a tedious and time consuming effort and we estimate that we're about 50% of the way to completion and have about another year of work ahead of us. We are pleased with the synergies we have achieved since we close the transaction, despite the week of macro environment, and we expect continued synergy gains for many quarters to come.Let me now pass it to Steve for his comments about our business and our guidance going forward. Steve?
Steve Sanghi:
Thank you, Ganesh, and good afternoon, everyone. Today, I would like to first reflect on the results of the fiscal second quarter of 2020. I will then provide guidance for the fiscal third quarter of 2020.Our September quarter GAAP net says based on selling revenue recognition was $1.338 billion, up 1.15% sequentially versus a guidance of flat to a 4%. So we missed the GAAP sales guidance slightly at the midpoint. Our end-market demand based on sell through was $8.6 million higher than GAAP sales, which we believe shows that the channel is continuing to manage the working capital conservatively by reducing inventory, due to uncertainty.Recall that we call the bottom of the cycle back in February of 2019, contingent on resolution of the U.S. China trade dispute. This trade settlement did not happen and remains unresolved. Since then, our end-market demand has been flat at 1.34 billion, 1.35 billion and 1.346 billion for March, June and September quarters respectively, due to multitude of headwinds from trade tensions, and resulting impact on automotive industrial and consumer appliance end-markets.Our consolidated non-GAAP gross margin of 62.24% was just above the high end of our guidance and was near a record high. Our consolidated non-GAAP operating margin of 36.7% was also higher than the midpoint of our guidance of 36.2%. The integration of Microsemi continues to proceed very nicely. Since the closing of the acquisition, we are continuing to see strong synergies and improvements in growth and operating margins for Microsemi products. Our consolidated non-GAAP earnings per share was $1.43 right at the midpoint of our guidance. On non-GAAP basis, this was also our 116 consecutive profitable quarter.In the September quarter, we paid down $315.5 million of our debt. Our total debt payments since the end of June 2018 has been $1.73 billion. The pace of debt payments has been strong, despite the weekend uncertain business conditions as we continue to squeeze working capital.Now before I provide you guidance for the December quarter, let me comment on geographical and end-market sales. While the uncertainty begins with U.S. China trade friction, the uncertainty has become global. The week business conditions can be seen in all geographies. Our Americas business in September quarter based on end-market demand was down 6.1% over a year ago quarter, Europe was down 12.9%, and Asia was down 12.6%. We did expedience our business being weaker in September than we had expected in the month of September. This weakness was also reflected in the lower studying backlog for the December quarter as well as the unusually low distribution inventory exiting the September quarter.From an end-market standpoint, industrial, automotive and consumer appliances end-markets are down significantly, aerospace and defense and communication markets have been flattish, and data center market has been strong. The uncertainty in all geographies is continuing. In this environment, direct customers and especially the distributors are continuing to manage the working capital by reducing inventory.However, there are some signs of inflection point too. In the September quarter, distributor inventory was down to 29.6 days. We have had only one quarter in the past 15 years, which was the third quarter of fiscal year 2013, where our days of inventory at distribution have been lower than the current levels.Secondly, booking for the month of October were the highest booking achieved since June of 2018. While the backlog for December quarter is much lower than the backlog for September quarter, at the same point in the quarter, the slope of the backlog fill for the current quarter is much steeper. With steeper backlog fill, where the backlog in shipments end up is a guessing game, especially with the holidays coming. Our judgment is that the net sales based on selling revenue recognition will take another leg down this quarter. But with several indicators showing inflection point, we may see the forming of a bottom here even though we saw a false bottom back in the March of this year when trade dispute was not resolved.We expect GAAP net sales based on selling revenue recognition for our products to be between minus 2% to minus 10% sequentially in the December quarter. Due to this sharp reduction in GAAP sales at the midpoint of the guidance, we are taking steps to reduce our manufacturing capacity, capital expenditures as well as expenses.We are planning to reduce the clean room footprint in our Colorado 6-inch fab that we acquired with Atmel acquisition. At 6-inch wafer size, the fab is no longer competitive with other high volume 8-inch fab. Therefore we will be turning the 6-inch fab into a discrete and specialty fab doing silicon carbide field effect transistors, the transistors, MEMS and other discrete devices. We will be transferring high volume Atmel products from the 6-inch Colorado fab to our 8-inch fab in Arizona and Oregon. This transfer will take about 12 months to complete, largely because we brought up the highest volume process in 8-inch fabs for dual sourcing earlier.In addition, we will be transferring some of the discrete products from Microsemi 4-inch fabs to the 6-inch fab in Colorado. These actions will create about $65 million in cost of good savings per year when completed. The first phase of this transfer will take about one year to complete and will achieve about two thirds of the savings. The balance of the transfers have a long tail and we’ll take another two years after the first phase.Regarding capital expenditures, we’re reducing our CapEx for fiscal year 2020 to be between $90 million and $100 million for the year, a reduction of $25 million from our guidance on CapEx last quarter. Regarding the reduction OpEx, we’re doing three things. Some of those are continuation of what we have been doing. First, we are approving new and replacement acquisitions very sparingly. Second, we will be managing discretionary spending very tightly. And third, our bonus program will yield a lower payout for the reduction in net sales.For December quarter, we expect our non-GAAP gross margin to be between 61% and 61% of sales – gross margin to be between 61% and 61.4% of sales. We expect non-GAAP operating expenses to be between 26.2% and 28% of sales. We expect the non-GAAP operating profit to be between 33% and 35.2% of sales. And we expect our non-GAAP earnings per share to be between $1.12 per share to $1.32 per share.Given all the complications of accounting for acquisitions, including amortization of intangibles, restructuring charges and inventory write-up acquisitions, Microchip will continue to provide guidance and track its results on non-GAAP basis except for net sales which will be on a GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters and we request that the analysts continue to report their non-GAAP estimates to first call.With this operator, will you please poll for questions.
Operator:
Absolutely. [Operator Instructions] All right, we’ll take our first question from Chris Caso from Raymond James. Please go ahead.
Chris Caso:
Yes. Thank you. Good evening. I guess the first question Steve, is the expectations for sell-in versus sell through in the December quarter. You already said that the distribution channel inventory is at a record low. So, is this guidance for December suggesting that that end demand is actually declining in December? Could you explain the difference there?
Steve Sanghi:
The end demand is declining. There has been some destruction of end demand in various end-markets. So, automotive clearly where the number of units build in automotive are much lower in U.S., Europe, and China. The industrial market end demand has been weaker because of all the impact of tariffs and increased cost and similar thing we’re seeing in the home appliances market. So, yes, the end demand is weaker and sell-in we’re guiding down. We do not know what the net to distribution inventory will be in terms of increasing or decreasing, whether end-market demand will be higher than GAAP sales or lower slightly. But we think they could be roughly in the same range and could go either way.
Chris Caso:
Right. Okay. As a follow-up then, maybe you can reconcile that with your comments of the potential of this inflection point. I guess what I understand you’re saying is the opening backlog coming into the quarter was lower, but you’re seeing stronger fill as you go through the quarter. How are you reconciling that better order fill with the prospect of end demand, perhaps a bit weaker?
Steve Sanghi:
So, how we are reconciling it is the starting backlog in the quarter was significantly more weaker than minus 6% guidance at the midpoint, significantly weaker. So, some of that – fair amount of that has closed in the last five weeks because the curve of backlog fill is much deeper. And we are expecting that that kind of curve will continue and will end up really close to the guidance for providing, but where we end up would still be lower than the last quarter. It will require significantly more steeper curve to be even with the last quarter. So, we are expecting improvement because of steeper curve, but it doesn’t get us to flat compare to last quarter.
Ganesh Moorthy:
Yeah, and it probably is worth repeating what Steve has already said that our October 2019 bookings were the strongest month of bookings we’ve seen since June 2018.
Chris Caso:
All Right. Thank you.
Steve Sanghi:
For the kind of a lot of mixed messages, weaker backlog, but some inflection points and still leaves very hard to read in this environment. We said back in February that could be bottom, but it was very much tied to the trade settlement. We didn’t get it. So, this time, we’re just being cautious and giving you all the puts and takes.
Chris Caso:
Right. Got it. Thank you.
Operator:
Thank you. Next, we’ll go with Gary Mobley from Wells Fargo Securities. Please go ahead.
Gary Mobley:
Hey, guys, thanks for taking my question. You mentioned that sort of the retooling of your Colorado facility could bring on maybe a 50 basis point positive impact to gross margin long term. The near term looks like we’re contemplating the 100 basis point sequential decrease. How much of that degradation, the gross margin near term is due to underutilization and how much is due to mix?
Ganesh Moorthy:
I can address that and Steve can add on to it. So, the quarter we just completed, we had underutilization charge are about $8.9 million. That charge will be higher in the December quarter. So, that is having an impact on gross margins that we’re seeing on a sequential basis. There’s always things like product mix that factor into it also. And then with demand down, it’s likely that we’ll have some accounting charges related to obsolescence doesn’t mean that the product isn’t good anymore, but we’ll have some obsolescence charges that will also impact the gross margins that we produce this quarter.
Gary Mobley:
Okay. And just – I know it’s very, very early to call, but could you give us some sense of seasonal trends in the March quarter, based on past history and perhaps how you are feeling about the linearity bookings as we see here today?
Steve Sanghi:
Well, seasonality is the hardest one to talk about, because of various acquisitions that we have completed. Prior to the Microsemi acquisition, for example, our end-market mix was dominated by industrial, automotive and consumer appliances. With the addition of Microsemi now, we have added three other significant end-markets, aerospace and defense, datacenter and communication where we had very little exposure. And last year, year or five quarters since we’ve had Microsemi, the environment hasn’t been normal. A significant inventory correction in the last June and September of last year, and then subsequently, fighting through the U.S. China trade sanctions and all the other issues. So, we haven’t really seen a combined company normal environment for a year or longer to be able to figure out what the seasonality with the current mix is.So, I think that would be my answer that we – at the minus 6% of the midpoint, clearly that is below seasonal. We’re not defending that it is seasonal. Prior to any of this acquisition, I think seasonality for December quarter used to be about minus 3 if I remember. We don’t know where it is today.
Gary Mobley:
All right. Thank you, guys.
Operator:
Thank you. We’ll next go with Vivek Arya from the Bank of America.
Vivek Arya:
Thanks for taking my question. Steve, I was hoping you could help us understand the chronology here, because back in August, you gave some guidance, then in September, you kind of confirm the midpoint of that guidance. At that time, the hope was that September would be a normal month. And since then, the results are about, 11-ish million somewhat below. So, not bad, but somewhat below. And since that time, we have just heard such a wide range of views from here, you know one of your peers was very weak, but then most others have kind of been in line. And now, you’re saying that October bookings are very strong but backlog is very weak. I think investors are just horribly confused as to what’s really going on, what is driving such a week backlog and what is now driving the subtitle, what is causing all this?
Steve Sanghi:
Vivek, in terms of confusion, join the party. I mean this has been a very, very confusing environment. On one hand, they’ve been fits and starts on the trade front, and the three largest of our markets which are industrial, automotive and consumer appliances heavily hit with large amount of tariffs and therefore they have a lot of demand destruction. In anytime you make any kind of guess with some resolution of the trade dispute, it really hasn’t happened. And then you have had multitude of other issues with ZTE about a year ago then Huawei, you can ship is, not shipping then Hikvision and many other customers added. So, there has been a lot of confusion. And every company – I think if you look at the number a year-over-year, you will see that our performance year-over-year is pretty reasonable, but quarter-over-quarter, it just depends on when somebody went into inventory correction, how long the inventory correction lasted. We measured our September performance to the September performance of last year. However, September last year, we were still reporting numbers based on sell through revenue recognition as a non-GAAP. If you compare the numbers GAAP to GAAP, September quarter to September quarter, we were actually up, because last September quarter there was a substantial reduction in distribution inventory. I don’t know if it’s exactly correct.
Ganesh Moorthy:
Yeah, we were not up but we had about an $80 million reduction last September in distribution inventory in that quarter.
Steve Sanghi:
Yeah. So, as you compared to that, the number of get very confusing. So, in parallel with all these other confusions, last year, we also went through change of revenue recognition. So, I would say simply lay out the numbers for various companies and you will find that our year-over-year performance is better than the other large competitor you talked about.
Ganesh Moorthy:
Vivek, in terms of chronology, the other thing to keep in mind is, if you remember, I think it was in early August, there were additional tariffs that were announced and were going to be taking place at various points in time. I think that creates more uncertainty in the market. And I think what happened was September ended up being a lot weaker as people were trying to sort out, customers are trying to sort out, what are they going to do. And that was reflected in distribution inventory going down, the overall results being less than what we had expected at the midpoint, and then beginning to reverse as we went into October, and then reflected in the guidance you’re seeing today.
Vivek Arya:
Got it. And my follow-up, Steve, how much do you think distributors will be willing to take down inventory that you mentioned, this is the lowest that you’ve seen in the last I think 15 years or so that you mentioned definitely far below historical trends. What are you hearing from them? I understand the uncertainty, but at some point, do you think you see the benefits of perhaps say DIB crunching from the distribution channel or is it too early to give a sense for – what does normalize distribution level look for you?
Steve Sanghi:
I think the macro trends in the demand destruction by the tariffs and all this confusion created a much larger impacts than the other secular trends of impact of another competitors in distribution and distribution putting more focus on us. Those things happen over two, three years. And the effect of trade friction and all that is really much more immediate and much more severe. So, we’ve been telling you now for a few quarters that the distribution inventory went down, the sell through in several quarters now, I would say at least five quarters had been better than sell-in. And when would think with distribution inventory now, lowest in 15 years except one strange quarter in fiscal year ‘13. It wouldn’t go down further, but we can’t be sure of it. Distributors don’t have confidence. The seeing the same issues we are seeing weakness in industrial market in automotive market and consumer appliance market, aerospace and defense and communications that kind of flattish, if distributors can manage their business, but even lower inventory they probably would.
Ganesh Moorthy:
Right. They are going to leverage are generally short lead times to their advantage.
Steve Sanghi:
Despite, reporting GAAP numbers based on selling you’re very well aware of a stance. We manage a business to sell through and we do not go request any distributor to take any kind of inventory stock for shelves. So, we are focused on sell through and sell through is weak and therefore the selling is weak.
Vivek Arya:
Thanks for the comment.
Operator:
Thanks. We will be taking our next question from Harsh Kumar from the Piper Jaffray. Please go ahead.
Harsh Kumar:
Yeah, thanks, Steve, for all the colors so far. I’m trying to square some of your comments. So, you’re taking some steps in OpEx and CapEx, but October suggesting from your commentary some sort of an inflection point upward. So, should we just read into it as okay maybe we’re not going to go down from the current guidance that you gave for December that sort of the new base should we look at and you’re just adjusting your business to get out? I guess be more profitable and more cash flow and just optimize it a little bit or is it from the last can read into it?
Steve Sanghi:
Well, I think what I'm reading into it is that we started the December quarter with much lower backlog on October 1 than it was in July 1. And you know if that had continued in the last five weeks, the guidance would be double digit negative. But we have made up significant gap by the fill being much stronger. And if that strength of that fill continues, then the results could be reasonably good. But there are also holidays coming, short month of November, short month of December, you know, Europe shuts off in the middle of December. So by all those puts and takes, our guess is that the December quarter still ends up about 6% lower than September quarter. And that minus 6% is a huge makeup from how low the backlog was in October one.And then with the strength of the bookings, October was strong bookings, November so far looks like good strong bookings. If the bookings continue, then hopefully the January one backlog for the March quarter could be better than what we experienced as a backlog on October 1. And with continued strength of booking, hopefully, we have some sort of recovery, but I'm not really giving any guidance for March yet.
Harsh Kumar:
Understood. Thanks for the color, Steve. And I think earlier you mentioned that the classic Microchip as you call your core business from some acquisition to go typically down about 3% in December. You think some of that and maybe the Chinese New Year stack kind of closer to Christmas this time has some effect on you know, some small portion of your consumer business, you think part of that's going on, perhaps impacting September and then coming back up in October?
Steve Sanghi:
I think, you know, earlier gentleman asked that we gave guidance in early September that we reconfirmed our midpoint of our guidance. So kind of what happened, you know Ganesh mentioned and I mentioned also the month of September was quite weak. Weaker than what we expected causing us to miss a sales by about $10 million, $11 million. You know, the month of October was much stronger and November is continuing much stronger. So, you know, could it be because of some sort of light at the end of the tunnel on first phase of settlement with China, could be the inventory has gone low enough. You know, there are all these puts and takes and we really have put them all on the table, you know, the good points and bad points. And then we gave you a judgment and you could make your own judgment or agree or disagree with ours. That's where it is. Numbers are very hard to call in this uncertain environment.
Harsh Kumar:
Understood, Steve. Thank you for the color.
Operator:
Thank you. We are taking next Shawn Harrison from Longbow Research. Please go ahead.
Shawn Harrison:
Hi, good afternoon. Thanks for taking my questions. I guess my first would be, is there any way to quantify, I know you've talked about it a lot so far, just how much September disappointed in terms of either the backlog or actual sales? Would you have been tracking toward the higher end of guidance, otherwise?
Steve Sanghi:
No. I mean when we reconfirmed our guidance, we were essentially tracking towards the midpoint. And September was weak causing us to miss by 11 million, am I correct? Yeah.
Shawn Harrison:
And that's the amount that we should consider what the shortfall was also and kind of general backlog as well?
Steve Sanghi:
No, the backlog was much, much weaker.
Ganesh Moorthy:
Remember backlog cross us over into the December quarter and exceeding quarters as well.
Steve Sanghi:
And then you know earlier I mentioned that the backlog started on October 1, the backlog was down in double digits compared to July 1. And if we are giving minus 6% guidance now you know even if 4% change would be $52 million, right, on our revenue number. And the backlog on October 1 started much worse than minus 10, significantly worse than minus 10. So, we have made up a huge amount of gap with significantly steeper slope.
Shawn Harrison:
Very helpful. And just as a follow-up...
Steve Sanghi:
Today ruler on the slope and get to a number and tell you that's the number. Unfortunately we have seen that you know, when the backlog start so low, can be a steeper slope but then the slope can change and it could end early in the middle of December and not fill during the holidays. So you got account for all that and that's why I keep stressing that there are lots of puts and takes. And putting them all into consideration, we're giving you guidance that we believe is where we're headed.
Shawn Harrison:
It's very helpful. Steve, if I may a follow-up. Just the incremental weakness you saw in the backlog, was it more on the analog side of the portfolio or the microcontroller side?
Steve Sanghi:
It was largely pretty much across the board.
Ganesh Moorthy:
There's no product specific backlog that was weaker than the other.
Shawn Harrison:
Understood. Thank you.
Operator:
Thank you. We're next going to William Stein from SunTrust. Please go ahead.
William Stein:
Great. Thanks for taking my questions. Steve, you've already told us that the weakness was very broad based by markets and by geo. I wonder if the strength or the very recent strong recovery in bookings trends could be attributed to anything in particular, any geo, any end-market, any event.
Steve Sanghi:
So, I would say, if you have to pick a geography that has shown strength, it would be China.
William Stein:
But nothing by end-market there. We've heard about China auto recovering significantly. Are you seeing that as well?
Steve Sanghi:
Yeah, I mean, you know, we manage our business by product lines as you know. So, you know, we have rough end-market commentary, where we believe that the only stronger end-market has been data centers, communication and aerospace and defense were flattish, and automotive industrial and consumer appliances were the weakest markets. You know with a one month booking in October, we can't really, you know, tell you a change in that tone. We just don't track it that way.
William Stein:
Thanks. One more if I can. With regards to the Microsemi system, that ERP integrations that you're doing. Can you remind us of the timing to complete these? And I just forget whether there's a step function cost savings that happens at the end of it all? Or is it more linear as we go and remind us of the size of that, please? Thank you.
Ganesh Moorthy:
So if you recall, we began this a year ago, and have had a number of transitions we make every quarter. We just did the most recent of that on November 1 of this year. In my prepared remarks, I said we have at least another four quarters to get substantially complete. We're about halfway through at this point in time. And the savings are more over time rather than a step function change. And as we get through enough of the systems, you know, we take the savings and that becomes a synergy that we add to what we've done.
Operator:
All right, thank you. We're next going with Harlan Sur from JPMorgan.
Harlan Sur:
Good afternoon. Thanks for taking my question. I know it's always tricky to reconcile SIA data with your results, but if I look at SIA data for calendar Q3, the overall general MCU market grew about 5% sequentially. But almost all of that growth came from 32-bit, while 8-bit decline, 16-bit was relatively flattish sequentially. You've grown the size of your 32-bit pretty strongly, but I think it's still about a third of your overall MCU business. So mix adjusted because you still have more 8-bit and 16-bit exposure. Is this the potential reason why your MCU business slightly underperformed the general industry in the September quarter?
Steve Sanghi:
We have not analyzed the numbers again for SIA, so I'd rather not guess and make any comments. I think you know our – you mentioned end-market demand base microcontroller business was down 1.3%. I think many other results we have heard from various companies wouldn't lead us to believe that the business in September quarter was up 5%. I don't know how SIA comes up with the numbers, if you add up the numbers from TI and others, I don't know whether I can construct that number.
Ganesh Moorthy:
Our 32-bit business is doing, you know, much stronger than 8-bit and 16-bit. I think these are businesses that are not as much 8-bit, 16-bit, 32-bit focused. They are broad market trends in automotive and industrial, in consumer appliances and they affect all segments of the microcontroller market.
Steve Sanghi:
Our belief is in history that you know SIA, you know, especially during turbulent times like this, they revise the numbers and the significant changes reported and it's easily causes confusion like it's causing right now. If I look at, add up the results of most companies, they make microcontrollers, I don't really think I can get SIA numbers.
Harlan Sur:
You know, that's a fair point. Okay. And then my follow-up, you know, you've been to a couple of quarters of cloud data centers spending digestion, but looks like spending is picking up back here in the second half of this year. It looks like you guys are seeing that as well. I think via the Microsemi acquisition, you guys have a relatively strong position in NVMe enterprise is the controllers, you've got a strong platform for PCIe switching products. And then you've got some of your core products right like secure MCUs and Ethernet products that go into the cloud as well. Roughly how big is cloud data center as an end-market for the team? I assume it's probably a bit easier to track given that these products are purpose designed for data center applications?
Ganesh Moorthy:
So the product lines that address data center are more than just the Microsemi product line that came to data center. Clearly that is a big position that we have some of what you mentioned relative to these strength and storage. The strength in the SSDs and all that is good. I don't know if I have a good way to break out exactly what our data center. It's in the mid-teens is what my guess would be based on where we had seen the combined company, but that's from several quarters ago.
Steve Sanghi:
We also have products into data center from the classic Microchip business prior to the Microsemi. And some of those products go into power supplies, they go into, you know, other IO control and various different areas. So, we had some data center exposure before, but obviously, the big one came in Microsemi.
Harlan Sur:
Yeah. Okay, thank you.
Operator:
Thank you very much for your question. [Operator Instruction] We'll take our next question from Mark Delaney from Goldman Sachs.
Mark Delaney:
Yes, good afternoon. Thanks for taking the question. I'll give it to one. The October bookings strength that the company spoke to, are those primarily bookings that are for shipment in the December quarter, or are some of those bookings for shipping in the March quarter and maybe giving you a good start on your backlog for the March quarter? Thanks.
Steve Sanghi:
Those bookings are aged every month from here on and into the future six, eight months out. So some are for December quarter, some are for March quarter, some of it even spill beyond the match quarter.
Operator:
Thank you. We will take our next question from John Pitzer from Credit Suisse. Please go ahead.
John Pitzer:
Yeah, good afternoon, guys. Thanks for taking my questions. Steve, to the entire December quarter, you've been pretty clear that your assumptions for terms are higher. I'm just kind of curious, given the strength you've seen quarter to date, from here on out, what's the expectations in terms of returns relative to trend? Do you expect – you need that steepness to continue to hit the midpoint or you embedding kind of a more normal turns in business in the second half of the quarter to hit the midpoint of guidance?
Steve Sanghi:
So I'll speak qualitatively rather than quantitatively because we haven't disclosed what the backlog was, where it is now and all that. If the current slope of backlog fill continues, then the results will be very good. We're not expecting the slop to continue. So we in our judgment have moderated that slope, current slope. Some just because the backlog started very low and then people place the order, slope is high, as backlog starts to fill up, the slope will moderate. And the other is the effect of holidays, because you know, you don't do a lot of bookings over the Thanksgiving week. And then December, Europe is weak as usually, U.S. is second and then you know, Asia usually continues to work over the holidays. So we have based on our experience from our history, we have model that in. But I will admit that we have moderated that slope because we think the slope is not sustainable.
Eric Bjornholt:
I think I'll also point out that we've given broad range of guidance.
Steve Sanghi:
And we have given a pretty broad range of guidance to account for all those puts and takes.
Operator:
Thank you. We're taking our next question from Chris Danely from Citigroup.
Christopher Danely:
Hey, thanks, guys. I'll try to stick to one question. Steve, is this I guess, sluggish type of environment continues into the March quarter. Theoretically, what would you be looking to do as far as OpEx goes in your own inventory?
Steve Sanghi:
Well, if the sluggish environment were to continue, the OpEx would be basically in the range. We will keep on you know, controlling any headcount additions, sparingly approve any replacement acquisitions. Bonus will continue to be lower, you know, then the target type of bonuses. You know, CapEx will, you know, continue to tighten, because if there's no growth, we will need capacity. And a lot of the capital we're investing is just incremental here and there is no big capital needed for growth in this environment. So, you know, those are the things we would do if the environment continues to be sluggish. If the environment were to accelerate, you know, I would think we still have sufficient capacity and sufficient inventory to ship the upside. So you wouldn't see a growth in, you know, CapEx immediately and you wouldn't see growth in expenses either. So if the upside in revenue were to come through, I think there will be a pretty good leverage for the earnings to go to the bottom.
Christopher Danely:
Great. Thanks, guys.
Operator:
Thank you. We'll next go with Vijay Rakesh from Mizuho Group. Please go ahead.
Vijay Rakesh:
Thanks. Just Steve and Eric, just briefly – you talked about inventory has come down quite a bit. I was just wondering if the visibility extended to the end customer also, have you seen the end customers stock up ahead of the tariffs or you think inventories going out to the end customers have come down as well?
Ganesh Moorthy:
You know, we really have no meaningful visibility into end customers and what they're doing with their inventory. They don't report to us. We don't see the change from week to week as we do in the case of distribution. So you know, they are – we presume doing what they think is the right thing for their business. But we have no color one way or the other.
Vijay Rakesh:
Got it. And I know you mentioned October you saw a nice snapback or a pickup in backlog most different China. Given the – Steve mentioned auto and industrial where the weakest, would expect those to snap back faster than others if we see some rebounder? That's it. Thanks.
Steve Sanghi:
So it's really hard to call future by end-markets. It's easier to talk about the past. Yeah, if there's some sort of trade settlement, there was to be clear rules were overnight to another tweet, you know, the duties will not go higher or something then you would see some stability and return to normalcy on the industrial market and appliance market. Automotive, there is a settlement with GM and GM know, and so you should see some impact there. So I think those are the things that would show strength. Yes.
Vijay Rakesh:
Got it. Thanks.
Operator:
We'll next go with Christopher Rolland from Susquehanna International Group.
Christopher Rolland:
Thanks for the question. Steve, thanks for all this big picture stuff. In your experience, maybe you can talk about how this cycle has been different from prior ones. You know, kind of what most surprised you this time around? And then how do you feel about this being a more of a semiconductor specific driven cycle versus you know, an economic cycle? And do you have any thoughts on an economic cycle, given how long this economic cycle has lasted?
Steve Sanghi:
Well, that's a tough ball that you have served. You know I'm not an economist and that's not my field. So I'll give you some feel for really, you know how I'm thinking. Many of the cycles our industry has seen are the cycles created by our own industry through lonely times, excessive inventory build, and then the bubble bursting and going the other way and company shipping below demand for a while and then the cycle correcting. So those are, you know, semiconductor industry and its customer cause cycles by successively under shipping demand and over shipping demand. This cycle hasn't been caused by the industry. This cycle has been caused by the much larger economic forces. And if I were to name a single one, it will be the U.S. China trade. It’s really been caused by that.I tried to explain it before and let me take another shot at it. The world economy runs on manufactures building the product and putting into the inventory with a forecast that the customers will come and buy that product. Now given an example of a grocery store, or an electronic store, you can go into the stores, there is lots of inventory and you can come out with bags full of your grocery. You do not order your grocery a week ahead of time and then go pick up the delivery. In fact, if you were to go into the grocery store which you want, it isn’t there, you will go to another store and buy it.So, world economies are largely run on inventory. Now, enter the tariff uncertainty, imagine a customer building the product in China and let’s say there were no tariffs on it and bringing it to U.S. – I’m sorry – they were tariffs on it, there is 25% tariff format. So, they bring the product to U.S. with 25% tariff on it and having then the uncertainty to be able to pass on that tariff to the end customer. They don’t know whether they can or they can’t. And the second risk is to bring the inventory to U.S. and then there is settlement announced. Once a settlement is announced, no end customer will pay the 25% tariff, because the manufacturer brought it here with tariff at their own risk. So, what it does is it makes everybody stop in their tracks. They cut down the inventory on the loading dock to the manufacturing lines, to the raw material, to the finished goods, to the transportation hubs everywhere, people draw down the inventory, because they do not know what the landed cost is and what they can pass to their customers. That is the impact we have seen in many, many of the market. And when there is the clarity on the tariff front, then you will see the rebuilding of that supply chain inventory, which would have a very positive effect on us.
Christopher Rolland:
Got it. Thank you for that extra insight. Very helpful. Yeah, that’s great. Thank you, Steve.
Operator:
Thank you. We’re going next with Gil Alexandre from the Darphil Associates. Please go ahead.
Gilbert Alexandre:
Good evening. I assume as you look at your long term models that you still have gross margins at 63% and operating margins at 40.5%, once we get over these problems?
Steve Sanghi:
Yes, Gil. We have not changed a longer term model. In fact, the changes we announced today on the restructuring of our Colorado fab and bringing some of those 6-inch products to our higher volume 8-inch fabs and really creating $65 million in savings and the process. What we have done is we have lowered the revenue at which we achieve our target model. So, prior to that, it required a certain amount of revenue to fill up our factories and remove the underutilization to achieve a 63% target margin. By making those changes we are not galvanized for you how much, but we have lowered the revenue we need to achieve to achieve the target margin because we’re taking so much cost out of the system.
Gilbert Alexandre:
Thank you. May I just ask one question on China and you can skip it.
Steve Sanghi:
Go ahead.
Gilbert Alexandre:
You talk of this 25% tariff. Have you seen any talk that they may – that people want to reduce that tariff or is that all open ended?
Steve Sanghi:
You have some information you are sharing.
Ganesh Moorthy:
Are you talking about the trade discussion between the U.S. and China? Because I think that is that the entire point is going to be, the 25% tariff is creating uncertainty on both sides of the ocean, is creating uncertainty in other regions of the world as well.
Steve Sanghi:
In phase one settlement that has been touted by the administration, the 25% tariff doesn’t go away. They only agreed to not increase the tariff from 25 to 30, but there is some talk whether it’s in phase two or gets done in phase one with certain $100 billion worth of goods, the tariff will go down, but those are just talk so far?
Ganesh Moorthy:
I think we see different news reports. We don’t have any direct insight into the discussions and decisions. I think there is a, in good faith effort to try to deescalate from where we are, and it may take more than one phase, but the rate at which that comes down and the time when it impacts, the products that we are designed into, our customers are impacted by is unclear to us.Even if there is a settlement, which creates a finality, the tariffs are not zero, tariffs are some number 10%, 15%, but they are constant and it’s not going to be another tweet which is going to increase those tariffs. Once the customers, distributors, contract manufacturers, everybody has that finality and they can run the business in a normal way and the inventories will get replenished. It is the uncertainty which causes it because they don’t know what the landed cost will be.
Gilbert Alexandre:
I want to thank you. Good luck.
Steve Sanghi:
Thank you, Gil. Anything else, Operator?
Operator:
We’ll take our next question from Craig Ellis from B. Riley FBR.
Carlin Lynch:
Hey guys, this is Carlin Lynch on for Craig. Just wanted to ask a question on the cross selling opportunities with Microsemi. I think last quarter, you had said that the muted environment had kind of slow down some of that progress. If we were to get to a normalized environment next year, could we see those cross selling opportunities kind of springboard? Is the design activity going on and or just seeing muted demand everywhere, or any kind of qualitative color you could give on the cross selling opportunities would be great?
Ganesh Moorthy:
So, as you note, the cross selling opportunities are all at the design in stage. So, these are platforms that get designed and then go to production over 18, 24 months of time. The design in activity is going extremely well. And across the board, the combined sales teams, combined business unit teams of Microchip are all highly focused on enabling that a new design. The environment today is really for products of design back in time. And that muted environment doesn’t change. But the seeds are being planted, new designs and the increased total system solutions were able to address are clearly will pay off in time as the current – as the new designs go to production in, 12, 18, 24 months of time.
Carlin Lynch:
So, just if I could clarify there. So we would expect some of that cross selling opportunity to start to manifest next year, even if the demand environment kind of just skips along the bottom here?
Steve Sanghi:
Yeah, and you got to take it over time, if this is not a single application, single customer that drives in one way or another. There’s hundreds of applications customers over which this would happen. But clearly there is a multiplier that comes from cross selling from selling a more complete solution to the customer. And as that ramps in, I don’t know if it is exactly first half of next year, second half, but in time, as the environment improves, these new designs go to production, we will see the benefits that come from it.
Carlin Lynch:
All right. Thanks, guys.
Operator:
Thank you. We’re going next to Craig Hettenbach from Morgan Stanley.
Craig Hettenbach:
Question for Steve. One of the secondary impacts of the trade war is just the acceleration of China to try to move to more of a localization effort. Can you talk about just maybe parts of your portfolio where you see maybe some overlap to that versus other parts that you think, a lot more immune to what China might be trying to do from a development perspective?
Steve Sanghi:
So, we hear a lot of talk and we don’t see a lot of action on that front. There may be action on certain product lines, I think they’re really maybe trying to build processes and graphic processes and others, we do not really see that can impact today on our data center products, on our FPGA products, on our discrete and other products, our microcontroller analog, we hear a lot of talk about it. In longer term, there could be an issue where they want to either design their own product or not prefer to design with Americans. I think in a short period of time, less than a year of this trade war, you can’t really design a massive portfolio that microchip has to make a meaningful impact on it. So, we really not seeing that on revenue today, but we seeing it in sentiment.
Ganesh Moorthy:
And I would add to it, the threat from local suppliers in China is nothing new. It's been there for many years. It's a question of do they have the types of products, the quality of the product, the capability to support the designs, the wide range of applications and customers that you need to be able to serve with it. You know, that is a very large task. And they may be more environment today that says, you know, you should consider more of a local supplier, but the task is very, very large for anybody who wants to do it. And if they could, they would have been doing it for several years before.
Craig Hettenbach:
Got it. Thanks.
Operator:
Thank you. We're going to Vivek Arya with Bank of America.
Vivek Arya:
Thanks for the very quick follow-up. Actually I wonder those same lines in terms of competition and substitution. Steve, have you seen any design shifts to your – perhaps your European or Japanese competitors who have been in the market for a longer period of time? You know, does that become a factor going forward?
Steve Sanghi:
You know, like I said, first we have a very, very broad customer base, we serve over 120,000 plus customers. So it's very, very hard to track. We're not seeing any preponderance of evidence to see there is any design shift. We're hitting in sentiment, the so called non-sentiment, you may have, you know, heard that kind of language where, you know, government is saying, you know, design with Chinese customers first, design with Taiwanese or Asian is second, you know, design with the Europeans third, and Americans the last. But you know, 95%, 97% of products we build at all proprietary nature with no pin compatible part available. So in a short period of time, we really haven't seen any of that shift.The shift will first become visible at the design stage if it does, and I don't think we have strong evidence today that that's happening. We're not losing designs like crazy. Our funnel size is still very, very large. And we're able to leverage a lot of our more commodity like products with more advanced products, but the total system solution if they're on the same board.
Vivek Arya:
Thank you.
Steve Sanghi:
This cause for concern and we're watching and we are making the product better, finding other sales mechanisms to bundle it and all that. So negative sentiment in China is definitely there, but it's not really, you know, being seen in bookings and revenue dollars today.
Operator:
Thank you. It appears that there are no further questions at this time. Mr. Sanghi, I'd like to turn the conference back to you for any additional or closing remarks.
Steve Sanghi:
Well, I want to thank everyone. This has been a difficult year with all the uncertainty. Please continue to bear with us and we'll see some of you on the road as we go to various conferences. Thank you very much.
Operator:
This concludes today's call. Thank you for your participation. You may now go ahead and disconnect.
Operator:
Please standby. Good day, everyone, and welcome to the Microchip's First Quarter Fiscal 2020 Financial Results Conference Call. As a reminder, today's call is being recorded.At this time, I would like to turn the call over to Microchip’s Chief Financial Officer, Mr. Eric Bjornholt. Please go ahead, sir.
Eric Bjornholt:
Thank you and good afternoon everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially.We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations.In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO; and Ganesh Moorthy, Microchip's President and COO. I will comment on our first quarter fiscal year 2020 financial performance. And Steve and Ganesh will then give their comments on the results, discuss the current business environment as well as our guidance and provide an update on our ongoing integration activities associated with the Microsemi acquisition. We will then be available to respond to specific investor and analyst questions.We are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the investor relations page of our website at www.microchip.com, which we believe you will find useful when comparing our GAAP and non-GAAP results.We have also posted a summary of our outstanding debt and leverage metrics on our website and I understand that those schedules aren’t showing up right away but we should have that issue corrected very shortly here for all of you.I want to remind listeners that during the June quarter of 2018, we adopted the new GAAP revenue recognition standard which requires revenue to be recognized at the time products are sold to the distributors versus our historical revenue recognition policy where revenue on such transactions was deferred until the product was sold by our distributor to an end customer.As discussed in previous earnings conference calls, we continue to track and measure our performance internally based on direct revenue plus distribution sell-through activity and each quarter we'll provide a metric for this called end-market demand in our earnings release. Therefore along with our GAAP and non-GAAP results based on distribution sell-in, we will also provide investors with our end-market demand based on distribution sell-out but will not provide a P&L based on end-market demand.End-market demand in the June 2019 quarter was $1.35 billion which was up 0.7% sequentially from the March 2019 quarter. End-market demand was about $27 million more than our GAAP revenue in the June quarter. I will now go through some of the operating results including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis which is based on expenses prior to the effects of our acquisition activities, share based compensation and certain other adjustments as described in our press release.Net sales in the June quarter were $1.323 billion which was down 0.5% sequentially and slightly below the midpoint of our guidance of $1.33 billion. I remind you that our guidance for the quarter was made prior to the ban on shipments to Huawei which has historically been between a 1% and 2% revenue customer for us. We have posted a summary of our GAAP net sales and end-market demand by product line and geography on our website for your reference.On a non-GAAP basis, gross margins were 62%, operating expenses were 25.8% of sales and operating income was 36.2% of sales. Non-GAAP net income was $357.6 million, non-GAAP earnings per diluted share was a $1.41 which was $0.035 above the mid-point of our guidance of $1.375. On a GAAP basis, gross margins were 61.6% and include the impact of $4.9 million of share based compensation, total operating expenses were $643.6 million and include acquisition intangible amortization of $248.5 million, special charges of $8.1 million, $9.6 million of acquisition related and other costs and share based compensation of $35.8 million.The GAAP net income was $50.7 million or $0.20 per diluted share. Our June quarter GAAP tax benefit included $12.6 million of discrete income tax benefits primarily related to tax reserve release due to a statute of limitation expiring. The non-GAAP cash tax rate was 5.5% in the June quarter. We expect our non-GAAP cash tax rate for fiscal 2020 to be between 5% and 6% exclusive of the transition tax, any potential tax associated with restructuring the Microsemi operations into the Microchip global structure and any tax audit settlements related to taxes accrued in prior fiscal years.We have many tax attributes and net operating losses and tax credits as well as U.S. interest deductions that will that we believe will keep our cash tax payments low. The future cash tax payments associated with the transition tax is expected to be about $246 million and will be paid over seven years with $10 million of that being paid this quarter.We have posted a schedule of our projected transition tax payments on the Investor Relations page of our website. Our inventory balance at June 30, 2019 was $733.1 million. We had 132 days of inventory at the end of June, up four days from the prior quarters level. Inventory at our distributors in the June quarter were at 32 days compared to 35 days at the end of March. We believe that barring any negative developments on the U.S., China trade front, our distributors are holding a reasonable albeit lower than normal level of inventory to support end-market demand.The cash flow from operating activities was $380.6 million in the June quarter. As of June 30, the consolidated cash and total investment position was $437.1 million, we paid down $257.5 million of total debt in the June quarter and the net debt on the balance sheet was reduced by $263.7 million. Our EBITDA in the June quarter was $537.1 million and our trailing 12-month EBITDA was $2.212 billion. Our net debt-to-EBITDA excluding our very long dated convertible debt that matures in 2037 and as more equity like in nature was 4.65 at June 30, 2019. We are committed to using substantially all of our excess cash generation beyond our dividend payments to reduce our debt levels and we expect our debt levels to reduce significantly over the next several years.Our dividend payment in the June quarter was $87.1 million, capital expenditures were $23.9 million in the June quarter, we expect about $30 million in capital spending in the September quarter and overall capital expenditures for fiscal 2020 to be between $110 million and $130 million. We continue to add capital to support the growth of our production capabilities of our new products and technologies and to bring in house more of the assembly and test operations that are currently outsourced. We expect these capital investments will bring some gross margin improvement to our business particularly for the outsource Actel and Microsemi manufacturing activities that we are bringing into our own factories.Depreciation expense in the June quarter was $46.2 million. I will now turn it over to Ganesh to give his comments on the performance of the business in the June quarter and provide an update on some of our ongoing Microsemi integration activities. Ganesh?
Ganesh Moorthy:
Thank you, Eric and good afternoon everyone. Before I get started, I'd like to clarify that the product line comparisons I will be sharing with you today are based on end-market demand which is how Microchip measures its performance internally. Also with the start of a new fiscal year and a full-year of Microsemi results under our belt, we are making an adjustment to our product line reporting for our conference calls.We will continue to provide product line reporting for microcontrollers, analog and FPGA which make up almost 90% of our revenue. We will report licensing, memory and MMO or multi-market and other as a fourth category called LMO which stands for licensing memory and other which is about 10% of our revenue. Let's start by taking a closer look at microcontrollers. Our Microcontroller business was sequentially up 1.8% compared to the March quarter reflecting some strength in what otherwise continues to be broad macro weakness in the markets we serve.During the quarter, we shipped our 25 billionth microcontroller, a milestone in our rich heritage as a microcontroller solutions provider. We also continue to introduce a steady stream of innovative new microcontrollers including several new touch screen microcontrollers with industry leading noise immunity with screen sizes of 9 to 20 inches. The industry's first commercially available Enhanced Serial Peripheral Interface known as eSPI to low pin count known as LPC bridge product for industrial computers, the addition of a single port solution to our USB smart hub family targeted at entry level automotive applications.And last but not least we unveiled our META-DX1 family of Ethernet devices the industry's first terabit scale Ethernet device that enables high density 400 Gigabit Ethernet and flexible rate Ethernet connectivity. Microcontrollers represented 53.8% of our end-market demand in the June quarter.Now moving to analog, our analog business is sequentially down 0.7% compared to the March quarter reflecting the broad macro weakness, Microchip and others in the industry are experiencing. During the quarter, we continue to introduce a steady stream of innovative analog products including the production release of our 700 volt silicon carbide MOSFETs as well as our 700 Volt and 1200 volt silicon carbide Schottky barrier diodes. High precision 16 bit and 24 bit analog to digital converters and IEEE 802.3 compliant Power Over Ethernet switch and the industry's first clock buffers that meet PCIe Generation 4 and Generation 5 specifications. Analog represented 28.5% of our end-market demand in the June quarter.Our FPGA end-market demand reached an all-time record even after going back through the Microsemi and Actel history with 7% sequential growth compared to the March quarter coming in at almost $101 million, the FPGA business does have some lumpiness because of our significant exposure to space, aviation and defense markets where procurement timing can be a function of programs and their shifting priorities schedules and budgets.Design wins on our new low power mid-range PolarFire family continue to grow strongly and we remain optimistic about this product family adding another leg of growth for the future. FPGA represented 7.5% of our end-market demand in the June quarter. Our licensing, memory and other product lines which we refer to as LMO was sequentially down 4.9% in the June quarter as compared to the March quarter reflecting the broad macro weakness that Microchip and others in the industry are experiencing.Collectively, LMO represented 10.2% of our end-market demand, a quick update about the ongoing Microsemi integration, business units and sales have substantially completed their integration activity. We are pleased with the synergies we have achieved since we closed the transaction despite the weaker macro environment over the last four quarters.As we said before, Business Systems and Operations Integration will take a longest time to complete as we execute this transition in phases, we expect the overall business and operational integration will take about another 12 months to complete and we expect continued synergy gains for many quarters to come. Finally, a short update about the Huawei situation from our perspective.We estimate that our exposure to Huawei to be approximately 1% to 2% of our end-market demand. Our revenue with Huawei is a combination of what we ship to them directly as well as what we ship indirectly to their subcontractors and in some cases through distributors. We stopped all shipments of Huawei when the Department of Commerce issued that Export Administration Regulation or EAR in May. About a month after that based on further analysis of the EAR, we began allowing shipments of Huawei for several products that were permissible to ship under the EAR.However the benefit for the June quarter was limited as Huawei in many cases did not want the product since they could not complete their bill of materials. There remains continued uncertainty as to whether Huawei will want all that we can ship this quarter as they may or may not be able to complete their bill materials. Let me now pass it to Steve for some comments about our business and our guidance going forward. Steve?
Steve Sanghi:
Thank you, Ganesh and good afternoon everyone. Today I would like to first reflect on the results of the fiscal first quarter of 2020. I will then provide guidance for the fiscal second quarter of 2020. Before I analyze our June quarter results, I want to remind everyone that our guidance for June quarter was provided before the ban on shipments to Huawei was announced. The midpoint of our guidance was flat sequentially, Huawei is approximately 1% to 2% of our revenue and about half the quarter was impacted.Our June quarter GAAP net sales based on selling revenue recognition was down half a percent sequentially and without the Huawei ban, it would have been slightly positive. Our end-market demand based on sell-through was 0.7% up sequentially and would have been higher without the Huawei ban. The end-market demand was stronger than sell-in revenue which is consistent with our thesis that the channel is continuing to manage their working capital conservatively by reducing inventory due to uncertainty.As we stated on our February conference call, our view that the March quarter would mark the bottom for this cycle based on end-market demand is proving to be correct. This statement is also proving to be correct for GAAP revenue after excluding the impact of the Huawei ban. So given very difficult and uncertain market conditions, we are pleased with the net sales results that we have delivered. Our consolidated non-GAAP gross margin at 62% was right at the midpoint of our guidance.Our consolidated non-GAAP operating margin of 36.2% also was at the mid-point of our guidance. The integration of Microsemi continues to proceed very nicely since the closing of the acquisition, we are continuing to see strong synergies and improvement in gross and operating margins for Microsemi products. Our consolidated non-GAAP EPS was $1.41 and exceeded the midpoint of our guidance by $0.035 per share.On non-GAAP basis, this was also our 115th consecutive profitable quarter, a tribute to the employees of Microchip including employees from all of our acquisitions for their contribution to our success. In the June quarter, we paid down $257.5 million of our debt. Our total debt payment since the end of June 2018 has been $1.414 billion. The pace of debt payments has been strong despite the weak and uncertain business conditions that we have experienced with some of the inventory correction quarters rolling-off from four quarter rolling calculations, we’re optimistic that the peak of our debt-to-EBITDA leverage is behind us and we should see meaningful continuing reductions in leverage in future periods.Now I will provide you guidance for the September quarter. While the uncertainty begin with U.S., China trade friction. The uncertainty has become global. Europe was the weakest geography for us during the June quarter. Our customers and distributors are blaming the weak business conditions in Europe to the effect of very weak exports to China as well as uncertainty due to Brexit.The largest economy in Europe, Germany is near recessionary levels with auto production down significantly. Our China business was actually up recovering from the Chinese New Year with more shipping days as we expected. While there is this continued uncertainty in Europe as well as the U.S., China trade relations given the multi-quarter inventory correction we have seen at the distributors and customers, we expect net sales for our products in the September quarter to be between flat to up 4% sequentially. We expect our non-GAAP gross margin to be between 61.8% and 62.2% of sales, we expect non-GAAP operating expenses to be between 25.3% and 26.3% of sales.We expect non-GAAP operating profit percentage to be between 35.5% and 36.9% of sales and we expect our non-GAAP earnings per share to be between $1.37 per share to a $1.49 per share. Given all the complications of accounting for acquisitions including amortization of intangibles, restructuring charges and an inventory write-up on acquisitions, Microchip will continue to provide guidance and track its reserves on non-GAAP basis except for net sales which will be on a GAAP basis. We believe that non-GAAP results provide for more meaningful comparison to prior quarters and we request that the analysts continue to report their non-GAAP estimates to first call. With this operator, will you please poll for questions.
Operator:
Thank you. [Operator Instructions] We will now take the question from Craig Hettenbach with Morgan Stanley.
Craig Hettenbach:
Great, thank you. Steve, thanks for the color by geography. As you look into the September quarter, do you expect similar trends in terms of the recent stabilization in China, Europe weakened and any thoughts on just North America, how that's holding up into September?
Steve Sanghi:
So I think it should be reasonably similar. The September quarter is usually a good quarter in Asia and that should continue Asia and China but Europe should continue to be the weakest geography and America is sort of normal.
Craig Hettenbach:
Got it, thank you.
Operator:
We will now take your question with Vivek Arya with Bank of America Merrill Lynch.
Vivek Arya:
Thanks for taking my question. So Steve over the last few quarters we have seen your distributors reduced inventory, I think in the last two quarters they've gone from 36 days to 35 now, 32 days. Is this kind of the bottom and can you give us some historical context that outside of -- outside of the financial crisis, what's the lowest the distributors have gone to in terms of holding inventory?
Eric Bjornholt:
Okay. So this is Eric Bjornholt. So if you look at the last 10 years, our distribution inventory days have ranged between 27 and 47. You have 32 days that's the lowest that we've definitely seen in several years. And we don't really think that it's going to go much lower than this. So I think it's probably relatively stable here. But our distributors are definitely managing their working capital requirements given the uncertainty of the environment and last quarter we had made similar commentary that we didn't think it would go much lower and it went down by about three days. But we think this is likely to bottom. But it could fluctuate by a day or two in either direction. That's definitely possible.
Vivek Arya:
Thank you.
Operator:
We'll now take a question from Harsh Kumar with Piper Jaffray.
Harsh Kumar:
Hey guys, quick question Steve. Seems like you sound a little bit more bullish than you have in the past three or four calls. I'm curious if you can share specifics. You talked a little bit but specifics of maybe what you're seeing within China that that might give you some optimism or why you might have been up, any color in product segments and you think we can go back to normal growth from here including seasonality or we're going to kind of chug along the bottom a little bit?
Steve Sanghi:
Well Harsh, it's always the same saga in every cycle. We usually see the cycles coming ahead of everybody else and you sort of see it ending ahead of everybody else and we get a large amount of disbelief from the audience on both sides of the cycle. So we have -- we first experience down cycle starting in about July, August last year. So we've been in it for a year and have been reducing inventory in distribution in channel, in major OEM customers and inside and after multi-quarter inventory correction, we are actually seeing the backlog is up from prior quarter and we are seeing some strength coming back.So that's really kind of what I'm reflecting while you're hitting some of the other people in the industry talking about multi-quarter inventory correction ahead of them because they either went into it much later or they continued to sort of I would say based on sell-in revenue recognition continue to have strong shipments into the channel which we did not do. So I think that's really what I'm reflecting. Other than that, I think there is a significant uncertainty in the U.S., China trade relations as well as Brexit deadline coming in three months. And I don't really know what will transpire there.
Harsh Kumar:
Appreciate it, Steve. Thank you.
Operator:
We will now take a question from Ambrish Srivastava with BMO.
Unidentified Analyst:
Hi guys. This is Jamison calling in for Ambrish. So I was hoping you guys could talk about some of your receivables and notes that they're up about 6% quarter-on-quarter on a dollar basis and five days sequentially. And I understand that there was some classification, reclassification in your receivables last quarter. But can you talk about what is at play here or is it just a timing thing. And do you expect them to come down in the upcoming quarters? Thank you.
Eric Bjornholt:
Okay. That's a good question. So there's no reclassification that's occurring this quarter. That was something that we did as part of our year-end process in March. So this is really just based on the shipment linearity in the quarter one quarter the next that drove that to be a little bit higher and we would expect that to really kind of correct itself over time and kind of be more in line with what the revenue curve is going to be in the future. So hopefully that answers your question but there's nothing unusual going on in receivables, there's no receivables are in good shape and won't have any significant bad debts or anything like that. So all that should come to cash year over time.
Unidentified Analyst:
Okay. Thanks. And then my follow-up is regarding CapEx looks like your 2020 guidance is reducing towards $120 million which I believe is around give or take a 2% capital intensity and lower than the last several years. So I was wondering what is driving these reductions. Just lower demand and do you expect CapEx to stay around these levels in the near-term or tick back up towards the more historical 4% to 5% in the future?
Eric Bjornholt:
Okay. So we were in last fiscal year, fiscal 2019 we were putting capital in place at least early in the year for an expansion environment which didn't come to fruition. So we're very well positioned from a CapEx perspective of what's in place. We've reduced the CapEx in the current year by about $20 million from when we last talked to the Street and just managing the business appropriately in that environment. So we tend to go through peaks and valleys in CapEx but I'd say over time you should expect CapEx to be in the range of 3% to 4% of sales.
Unidentified Analyst:
Okay, great. Thank you very much.
Eric Bjornholt:
Welcome.
Operator:
We will now take your question from Gary Mobley with Wells Fargo Securities.
Gary Mobley:
Thanks guys. Eric I had couple questions for you on the gross margin and OpEx, I believe you are guiding for the June quarter for underutilization impact gross margin by 70 basis points. Was that the case and were you sort of discounting in your September quarter outlook and then with respect to the OpEx, non-GAAP OpEx, you're I think guiding for a $10 million sequential increase based on the midpoint of the guidance. That's the first increase in five quarters. I'm just wondering what's behind that?
Eric Bjornholt:
Okay. So we'll take it one at a time. So on the gross margin side, we did have underutilization charge again this quarter, it was pretty much in line with what it was in the previous quarter it was $7.3 million, I think that's up 200K quarter-on-quarter. We're running our factories kind of at an attrition level in most cases at this point in time, so production has been coming down or inventory is higher than kind of our normal operating levels of 115 to 120.And at this point in the cycle that is not unusual but overtime we do want to bring that inventory balance down. So that's really hit on gross margin. On OpEx, you're right we are guiding to an increase and we've managed operating expenses very tightly really since the September 2018 quarter and have really kind of beaten our guidance on OpEx in September, December and March quite significantly and came in kind of at the target in the current quarter and running the business conservatively but there are investments that we feel we need to continue to make in this business to drive the ongoing health of our business and future growth opportunities.So we view that change is relatively small in the current quarter as a percentage of revenue, it is targeted to be flat at the midpoint of guidance at 25.8%.
Gary Mobley:
Okay, thanks guys.
Operator:
We'll now take a question from William Stein with SunTrust.
William Stein:
Great. Thanks for taking my question and congrats on the good results considering such a tough demand environment. I'm hoping you can quantify the dollar savings or the synergies that are remaining with regard to the Microsemi acquisition and your anticipated timing on achieving those? Thank you.
Steve Sanghi:
So I think we can order that genetically because really not at this point in time breaking results out. We had guided at the end of first year of our synergy to be at the radar for $0.75 per share on an annualized basis. We can tell you that we’re ahead of it, after one year we have really exceeded those targets. And then the longer-term three years synergy targets that we had identified were $1.75 which were and you can pick the second year numbers somewhere in between $0.75 and $1.75 and the $1.75 number was consisting of three items although we didn't provide a breakdown of those three items, one was the OpEx synergy, second one was COGS synergy with bringing stuff inside and improving gross margin.And the third one was the benefit coming from sales, incremental sales growth and all that. There was actually a fourth item which was tax although we originally did not mention tax. So as we look at it about a year and a quarter after, we are head of synergy targets on the expenses, we’re ahead of our synergy targets on the COGS side and we are ahead of our synergy targets on the tax side. So three out of four are ahead and one we are behind which is that revenue largely driven by the environment that we face. So that's kind of where we are.
William Stein:
Thank you.
Operator:
We will now take a question from Chris Caso with Raymond James.
Christopher Caso:
Yes. Thank you. Good evening. I guess a question on some of the ongoing trade tensions and specifically some of the new tariffs are going to come into place. I know Steve you've been watching this closely with respect to your business. And I guess with this next round, do you expect any activity from the channel kind of pull forward, push outs as a result of that or going on long enough now that maybe there's some exhaustion in the channel and it's having a less of an effect. Appreciate your perspective.
Steve Sanghi:
I think first thing I would say is that this is a second quarter in a row where there has been a significant tweak between the time we prepared our guidance and prepared our notes for the time, we delivered our guidance and delivered our notes and quarter-ago, I said the same thing in the conference call that based on that tweet we had to nudge the middle of our guidance down. We had to do exact same thing this time where we had to nudge the middle of our guidance slightly down because of the tweet and the extra tariffs to go into effect on September 1 whether that would happen or not.I think this is a whole lot of uncertainty. Nobody really knows what would happen what not. In terms of the tariffs that Microchip pays, the effect of this additional $300 million is virtually nothing. There could be small amount of our development tools or something, we're talking thousands of dollars not millions of dollars. So that is not effect. The effect really is how will Chinese customers behave in terms of buying our products to parts which are being exported back to China. Will the customers prefer to buy it from somewhere outside of China. And if they choose a brand outside of China, does that have also other parts of designed in or it’s not. And I think it’s always some in some, in some cases we will gain business because of the outside brand, outside of China has more of products and sometimes we lose because the given brand outside of China has more of the parts from Japan or Europe or somewhere. This is very, very hard to figure out especially when you're dealing with 120,000 plus customers. So hopefully we have navigated this well in the last one year. I think when you write the history of this last one year, I'm not sure how you would conclude that we were not correct.And hopefully we have navigated it correctly and have guided you correctly and all that wisdom, we have tried to put it in our guidance. That's the best I can say.
Christopher Caso:
Thank you.
Operator:
We’ll now take a question from Harlan Sur with JPMorgan.
Harlan Sur:
Hey, good afternoon. Thanks for taking my question. Lots of recent consolidation maybe if you want to call it land grab for wireless connectivity assets especially Wi-Fi maybe you guys can just remind us on Microchip’s connectivity portfolio I believe it's pretty comprehensive. I know you guys have Bluetooth, Zigbee, Lora I believe you guys also have Wi-Fi capability but if you could just clarify that and if you can maybe qualitatively sort of quantify the attach rates of your connectivity solutions with your microcontroller platforms and opportunities that do require this type of connectivity capability?
Steve Sanghi:
Okay, so you're right. We do have a pretty broad portfolio of Wi-Fi and Bluetooth and other solutions. So just about all the major requirements that are standards based and even many that are proprietary based wireless solutions, we have in our portfolio. They have come through organic work and they've come through several of the acquisitions that we have done over time. So we don't have a particular glaring issue with a particular wireless requirement that we're not able to meet in the marketplace today.It doesn't mean we don't have new products, new innovations coming. Those are a normal part of doing the business itself. As far as attach rates go, we don't track as closely what is the attach rate of wireless, we think of systems, our customer systems needing to have smart connected and secure capabilities in them and we provide the building blocks of many different types of smart capabilities with our microcontrollers, processors, analog and other products many different connectivity options not just wireless, wireless and wired and we have a very leading portfolio of Wired analog of wired connectivity solutions as well. And then finally security itself. So that's how we go to market. Looking at how do we enable smart connected and secure solutions but we don't have to have a close tracking of how many of them have connected and off those that are connected how many of those are wireless and if they're wireless, what exactly is the standard that goes behind them.But we're very happy with the portfolio we have and are able to prosecute the markets and the businesses we want to be able to go after.
Harlan Sur:
Yes, great. Thank you.
Operator:
[Operator Instructions] We will take our next question from Matt Ramsey with Cowen.
Joshua Buchalter:
Hi this is Josh Buchalter on behalf of Matt. Thanks for taking my question and congrats on the results in a tough environment with gross margins hanging in pretty nicely, I was hoping if you could provide an update on the overall pricing environment you've seen through this down cycle. It seems like things have hung in there pretty well all things considered and it would be helpful to hear your view particularly how it compares to prior down cycles? Thank you.
Steve Sanghi:
So I think when we talk about pricing, I would say that the pricing has held up in this environment better than really it has held up in any business cycle before Microchip pricing in general held up in the prior business cycle also because so many of our products are proprietary but as you talk about this particular business cycle, I would say 95% of what we make today across various different business unit is proprietary where you cannot take our part out and plug somebody else's part in. So therefore we really have never competed for pricing at the buyer's desk.We often compete with pricing at the designer's desk which is usually two-years ahead of time and the part is going to go to production and whatever quotation you're making at the designer's desk, you have the time to achieve and do cross reduction or achieve the results you need to achieve when the part goes into production. Now especially in this cycle, I think it could be somewhat driven by the consolidation industry has seen, somewhat driven by the players who have been taken out where the weaker player in price management and some of them we ourselves took them out. I think a result of all that is that the pricing has held up or our record all-time high record gross margins, I believe were 62.23% that we made two or three quarters ago and the quarter we just announced that gross margins were 62.2%, that's 23 bps below the record and we're sitting at the bottom of the cycle.So I think that's good news as the cycle improves and as our factories get further full and as we complete the rest of the Microsemi integration and as we bring more of this stuff from outside to inside, the remaining stuff from Actel and some from Microsemi, it's really interesting to think about where this whole business model goes.
Joshua Buchalter:
Very helpful, thank you.
Steve Sanghi:
Thank you.
Operator:
We will now take your question from Craig Ellis with B. Riley FBR.
Craig Ellis:
Thanks for taking the question and like many others congratulations on the good execution guys. Steve I wanted to follow-up on your remarks regarding an earlier synergies question. You mentioned that that the difficult macro environment has made it tough to realize revenue synergies which is understandable. But the question is this do you still think there is the same degree of revenue synergies that's possible from the combination. Or is there something about what's happened over the last year that would cause you to lower your view of longer-term synergies potential with revenues? Thank you.
Steve Sanghi:
Yes, the opportunity for revenue synergies a theme and some of the earliest piece of revenue synergy where we have gotten our parts around Microsemi sockets and their part around Microchip socket is kind of already beginning to happen but the starting point is lower. The whole industry has lost significant amount from the top line as a starting point.So even though we may be adding a little bit of the revenue synergy already, the total revenue is still below where we started and that's the more difficult part but the longer-term as the industry recovers from the cycle there is the funnel is very healthy. The indicator we track internally which is the number of Microchip products per customer design, extremely proprietary indicator is continuing to increase and as the baseline business goes up, I think this should be working pretty well. So no we have not lowered the long-term target at all.
Craig Ellis:
That's helpful, thank you. And then if I could ask a follow-up to Eric. Eric I recall when the Microsemi transaction was announced that there was an element of the debt burden that was variable rate. Can you confirm how much that is at present and given the decline in interest rates that we've seen especially over the last three to four years. When would that be expected to benefit the interest burden that exists on that debt?
Eric Bjornholt:
Okay. Sure. So we have two pieces of variable rate debt in the portfolio. We've got a revolving line of credit and then a term loan B, the revolving line of credit had a balance of $3.197 billion at the end of June and the term loan was $1.724 billion. So roughly $4.9 billion of floating rate debt and we are seeing the Fed cutting interest rates that we are getting a benefit of that today. And that's been reflected in our guidance for the other expense that we've guided to the Street. That is the debt that we are paying down those still, we are paying down the variable rate debt and that come down, we should see the benefit in the overall operating results. Does that address your question?
Craig Ellis:
Yes, it does. Thanks guys.
Steve Sanghi:
So that variable debt was $1.414 billion higher a year ago. Everything we have paid has been variable so far. So that's what we have paid down in the last year.
Craig Ellis:
Got it. Thanks Steve. Thanks Eric.
Operator:
And we'll now take your question from John Pitzer with Credit Suisse.
John Pitzer:
Yes, good afternoon guys. Steve, thanks. Let me ask the question. Steve, I think one of the challenges that all the M&A you guys have done over the last several years has been both for the industry analysts and I think internally for you guys is to getting a better understanding of how seasonality is in your business? I'm kind of curious if you can give us some insights when you look at the September guide you just gave a flat-up for how did you peg that against sort of “normal seasonality” And I guess more importantly as you look into the December quarter, are you guys any closer to helping us understand what normal seasonality might look like in December?
Steve Sanghi:
So I think John very, very good question. We always try to figure out the same pain. However seasonality is very hard to measure. Number one with all the acquisitions that keep changing the seasonality because different acquired businesses work differently but also in the current environment with trade tensions and general economic conditions, the variability on the business caused by the U.S., China trade friction and general economic conditions is much larger than any impact of seasonality.So we can't really compare this to any kind of seasonality. Seasonality is also driven by kind of how somebody was measuring the revenue. Historically, we measure the business based on sell-through revenue recognition and now based on the GAAP standard, we're having to report the numbers based on sell-in and sell-in and sell-through work differently. We have much more cycles learning on a sell-through revenue recognition on seasonality than we have on sell-in. So I think with changing revenue recognition totally different seasonality for Microsemi business with defense and aerospace and FPGA in discrete parts and uncertainty of China, U.S., Brexit and general economic conditions. I think this one remains a very, very good question with no real answer today.
John Pitzer:
That’s helpful, Steve. If I could sneak one in. You did a very good job quantifying the impact of Huawei in the June quarter. I'm just kind of curious and I apologize if I missed this. What's embedded in the September guide. Is it a similar dollar magnitude or would it be more given that that you're taking a view of the entire quarter instead of just half the quarter?
Eric Bjornholt:
It's not that easy to answer, it’s not only a function of what is it that we're allowed to ship but what is it that Huawei is able to use. And that is changing day by day as they get inputs from their various suppliers of what they can and cannot ship as well. So what we have built in is less than what a full board would be for a quarter. But it's a conservative estimate that we have put in with our best judgment of what we think Huawei is likely to take. And that changes day to day as we go along.
John Pitzer:
Helpful, thanks guys.
Operator:
We will now take your question from Christopher Rolland with SIG.
Christopher Rolland:
Hey guys, thanks for the question. Any early feedback so far from your silicon carbide products. And then also do you guys have any plans or have you thought about expanding into other compounds semi's out there or perhaps even vertically integrating like guys like wanted to do and then Eric just one for you, the IT security remediation that you guys referenced in non-GAAP expenses, just any details on that? Thanks.
Ganesh Moorthy:
So with respect to our silicon carbide products and the customer reaction has been extremely positive. I think that is driven by one, we are a known provider into some of the markets that care most about silicon carbide automotive in particular. But second what differentiates our silicon carbide solutions is the robustness of the product line and that robustness is measured in different ways that we've been able to demonstrate through test results. And in this area where there's very high voltages that are involved in the applications that need silicon carbide robustness is highly valued in what we've done. So the discussions with customers are going well, there's high interest in the product line. It's early days as we are launching and then starting to go into design and activities with them. With respect to any other compounds that we might be looking at. There's really nothing exotic at this point to talk about and we need to really harvest the places where we have investments and make sure they go into production and in time there may be other things we would do but nothing to report on at the moment. Eric?
Eric Bjornholt:
Okay. And then on the security matter, I mean we kind of fully disclosed this in our 10-K which was filed in late May that we had a security incident that we are in the process of remediating and it did cause a weakness in our internal controls. So we are working hard on remediating that issue and that that's really what those costs are associated that we are excluding from the non-GAAP results.
Christopher Rolland:
Thanks guys.
Operator:
We'll now take your question from Vivek Arya with Bank of America Merrill Lynch.
Vivek Arya:
Steve I had a longer-term question, do you think because of the U.S., China trade conflict there is the possibility of market share shifting onto non-U.S. microcontroller companies, I understand there's obviously nothing near-term but do you think that becomes a risk factor longer term?
Steve Sanghi:
That suddenly becomes a risk factor, if Chinese were to think that designing parts from suppliers outside the U.S. is safe for although they have similarly strange relationships with Japan. I'm not sure they like those people either. The other thing is you have to look at the complexity of the products, so commodity products probably would be more subject to risk than many of our advanced products in their datacenter business, communication business, FPGA, 32-bit microcontrollers, networking products, USB, Ethernet, automotive and others where some of the commodity products will be more vulnerable.So but I think what is happening right now is that we’re seeing a large number of customers starting to move their production outside of China, they’re going to Malaysia, they're going to Thailand, they’re going to Vietnam, they're going wherever some may come to Mexico. So I think we're likely to pick up share in that part of the business that moves outside of China because in the local competition kind of disappears, they largely sell in China and many times passing out a very high quality and they maybe okay for the local Chinese market but naturally okay internationally. So there could be some longer-term impact from that but I think it's largely going to be a wash. Every decade or so another country appears that seems to threaten the world back in the 1980s and Japan was going to take everything and U.S. semiconductor industry was going to die in the 1990s, it was Korea then, then it was Japan, Taiwan and now seems to be China. I think this industry is still pretty innovative and it will survive in the world.
Vivek Arya:
If I could sneak in a quick follow-up on gross margins. If I add back the underutilization charges, you're getting close to your longer-term 63% target. Is that the upper limit, is there something in the portfolio that kind of limits you to those kind of gross margins or do you think there is a potential to do better over time? Thank you.
Steve Sanghi:
Well we haven't hit it yet, once we hit it then we'll take a look at it. But yes as I mentioned earlier that the gross margins we have today are I think 600 basis points or so better than in the bottom of the last cycle. So there is a significant accretion usually from the bottom of the cycle to the top of the cycle. So there's a significant opportunity here. Not willing to talk about another target yet but I think your question is a good one.
Vivek Arya:
Thanks Steve.
Operator:
We’ll now take your question from Hans Mosesmann with Rosenblatt Securities.
Hans Mosesmann:
Great. Thanks for squeezing me in congrats guys on a tough environment execution there. Hey Ganesh maybe this is one for you. For the FPGA business, how much of that is coming from aerospace, defense and aviation?
Ganesh Moorthy:
So we don't break it out by segments but sufficed to say based on whatever data has been provided previously through Microsemi or Actel, it is a significant portion of the business that's where many of the differentiation of the FPGA product line was built around low power around security, around robustness, reliability et cetera which are highly valued there. But it is a pretty significant amount that is also in non-aerospace and defense business and it's growing in those areas quite a bit more as well. So as time goes on, we will retain the strength we have in defense and aerospace but we will also gain in many new areas. As you might see in the most recent announcement we made of a smart and better vision solution using the PolarFire FPGA solution.
Hans Mosesmann:
Okay. And then as a follow-up Ganesh, is there on the non-aerospace FPGA business, is there a 5G angles to that business over the next several years?
Ganesh Moorthy:
There is and it's being worked on. It's I would call an emerging opportunity for where it's not the same places as some of the high performance players are playing in today but yes as 5G rolls out, there are going to be opportunities and it's on how intelligence is embedded into the edge and less into where it is in the core. And again some of the smart embedded vision solutions that type of opportunity will show up on the 5G side as well. But it's more on the Ed side not in the core network.
Hans Mosesmann:
Great. Thanks again.
Operator:
We'll go next to Raj Gill with Needham & Company.
Rajvindra Gill:
Yes, thanks and congrats as well in a precarious environment good results. And forgive me if this question was already answered but I wanted to get a census some of the other players in the space noted the inventory correction in the China automotive market is coming to a completion and that that particular segment which had been affected pretty significantly less than the first two quarters is starting to perhaps recover. Same thing with China Industrial and again if you answered this before forgive me but just wondering if there is any thoughts there in terms of China auto and China Industrial as we go into the second half?
Eric Bjornholt:
So I think automotive in China continues to have pretty significant year-over-year declines. I think what we may have seen and maybe the data you saw was in the month of June, there were stronger sales that took place in part that was driven because there was emissions change that was happening on July 1 and cars that were sold before the end of June qualified under the old requirements and then the new requirements went into being. So I don't believe that fundamentally the China automotive market has strengthened in any recent timeframe. It will obviously has more probability to bottom and go up given how far it's come down but I wouldn't say there's anything in the short term that has shown up in China automotive.
Steve Sanghi:
Let me add to it, Raj you begin with talking about inventory correction in the China automotive. I don't know if that is the case. I don’t think we have seen an inventory issue in China automotive that inventory needed to be blown out. We have seen a reduction in demand driven by just duties and problems in China economy therefore lot of the luxury car manufacturers are building much, much less. So we have seen demand disruption. I don't really think there was at least from a Microchip standpoint, there was not a high inventory in China automotive.
Rajvindra Gill:
Go ahead.
Steve Sanghi:
With respect to your question on industrial, I think industrial weakness is not limited to just China alone. I think industrial in Europe, in the Americas, in China across the board has seen weakness. I think you've seen that in some of our competitors releases as well. Some of it has been initiated from the trade and tariffs and impact from about a year ago. But industrial remains a weak segment.
Rajvindra Gill:
And this is my follow-up also a question on the silicon carbide offering. So my understanding is if you're targeting 700 volt, 1200 volt diodes and MOSFETs, I’m wondering how we think you should think about the revenue opportunity for SIC. I believe you've got the technology you heard it from Microsemi. Just wanted to get some details on kind of the history of that and how we think about the revenue stream?
Steve Sanghi:
So yes the technology did come from Microsemi, it was being incubated inside Microsemi. I think what Microchip has been able to do is use our automotive strength where we have substantial market position with automotive Tier 1s and OEMs to liberate what was a technology that was starting to come into fruition inside Microsemi but didn't have as much customer access and that's what we have done over the last year, it has been able to take that technology showcase it, demonstrate it and also internally work on what does it take to be automotive ready, what does it take to be qualified for automotive and dock workers for what we could bring to the Microsemi businesses that we're working on silicon carbide.I think from a revenue standpoint this is in a market where predominantly automotive has a large demand requirements that we believe will show up in time, it is an area that requires time to win designs, ramp into production, so it's not near-term revenue but it's sowing the seeds for mid to long-term revenue.
Rajvindra Gill:
Thank you.
Operator:
We’ll now take a question from Mark Delaney with Goldman Sachs.
Mark Delaney:
Yes, good afternoon. Thanks for taking the question. A question on the direct business. Appreciate all the commentary about what Microchip has seen through distribution, I know it’s an important channel for you but hoping to better understand what you may be seeing with your direct business in terms of orders and I realize it's harder to gauge inventory levels at your direct customers but any anecdotal commentary you can provide us about how inventory may be at those direct customers? Thank you.
Steve Sanghi:
I would say our direct business by channel is by geography is really no different than our distribution business by geography. Europe was weak and China saw recovery from the Chinese New Year and America was somewhere in the middle. So I don't think the customers will buy from distribution have behaved any differently than the customers who buy from us direct.
Mark Delaney:
Okay, thank you.
Operator:
We will now take your question from William Stein with SunTrust.
William Stein:
Great, thanks for taking my follow-up. It’s actually similar to the last question but some companies, some semiconductor companies have specifically called out the possibility that there were customers in particular in China that may have been pulling forward demand in the fear that either well some trade friction either a tariff or a ban would influence their business going forward. Are you seeing this to any degree in your customer base, do you believe that you're able to see it or any sort of comments or update in that regard would help. Thank you.
Steve Sanghi:
So one thing you have to remember is that Microchip does business with a long tail of the customer, average customer is relatively small. And when they're small, they usually underfunded with very not as healthy balance sheet. So we have not really seen this pulling phenomena as much as we read and listen to other people's commentary. If you saw little bit from the larger customers, it was kind of last year. I think that has kind of run its course. Every two, three months the rules are changing. You have an equal amount of risk by bringing lot of buying it ahead and then have tariffs shortly go away. There is a settlement then you get stuck with a large amount of inventory that you have paid lower amount of tariff on that you can get it back from your customers.Let me say that one more time to explain. Let's say tariff on a given amount of product is supposed to go from 10% to 25%. To avoid that to bring in a lot of inventory at 10% tariff and then it results into a settlement with a tariff go to zero. Now the large amount of inventory you brought at a 10% tariff, you cannot recover those 10% tariff. None of your customers will pay for it because the current rules of tariffs are zero. So this is an equal risk reward game. And some people may have done push pull but I don't think it has affected our revenue at all.
William Stein:
That's helpful. Thank you.
Steve Sanghi:
You’re welcome.
Operator:
We’ll now take a question from Harlan Sur with JPMorgan.
Harlan Sur:
Yes, hey thanks for taking my follow-up. Content game for opportunity is the strong driver of the business. Obviously, it's a part of the Microchip 2.0 strategy, last year you guys updated as you were driving about 20% year-over-year increase in number of Microchip products per customer program. You've got a plethora of analog interface, connectivity solutions alongside MCU, FPGAs. Are you guys still driving that type of content growth on new opportunities?
Steve Sanghi:
We are, I mean I think the last time we measured was about a quarter or so ago leading up to some of the conferences we go in September, we will try to add another data point on it. I don't have the number right now but I think with all we see through the reviews, our total system solution trust with more and more of Microsemi businesses integrated with Microchips that only get stronger not weaker. So I think yes, we will be seeing that kind of content growth. But remember the base water level has gone down.So when the base water level has gone down on Microsemi business as well as Microchip business because of those uncertainty, the goodness you're getting through total system solutions is not showing up. It's very hard to measure because that should be accelerating our growth. And so far it is not because we're fighting the downturn. But the indicator looks very healthy when we look at it.
Harlan Sur:
Yes, thanks for the insights.
Steve Sanghi:
You’re welcome.
Operator:
[Operator Instructions] We'll go next to Craig Ellis with B. Riley FBR.
Craig Ellis:
Thank you very much for taking the follow-up. I just wanted to reconcile what I thought were two comments that were in conflict a bit, so Ganesh I thought I heard you note that with respect to Microsemi synergies there were still some business systems and operational synergies benefits to be realized and that those would have economic benefit. And then Eric you noted that OpEx would be up $10 million quarter-on-quarter. So I would have expected that the synergies would offset incremental expenses.So is there just a timing issue there and then just further clarifying the OpEx point, you made Eric if OpEx is up in the quarter. Are we seeing the full benefit of whatever initiatives the management team is executing in the quarters or some follow-on effect to a subsequent quarter? Thanks guys.
Ganesh Moorthy:
Craig, it is correct that we have continuing synergies coming from operations and business systems that are being combined into the Microchip systems or bringing them down from the number that were there. If you remember we started with 22 systems, 21 from what we inherited from Microsemi, one from Microchip, we're about a little more than a third of the way through bringing that down, we still have a fair number to go through in the next four quarters.And that takes time because it's not a quarter-to-quarter, you're going to get instantaneously all of that benefit that comes out, there are support costs that go into these things, there are system costs that go into these things. So on a quarter-to-quarter basis, I would not draw a conclusion that when expenses as a percentage are flat that somehow we have no longer got any more synergies coming, they will come, they will take time, they could be more in a certain quarter, it could be less in a certain quarter. Do you want to add to that, Eric?
Eric Bjornholt:
Yes, I think that's absolutely right. So we’re essentially driving OpEx to be flat and percentage of sales in the current quarter and I talked a little bit in my first response to the question that we drove OpEx down very, very significantly over the last four quarters and we do have some investments that are needed to be made in the business and we're making those, we consider those modest but absolutely believe as we get some consistent revenue growth behind us that the OpEx as a percentage of sales are going to go down as we work towards our long-term target of 22.5%.And we will get some dollar savings as Ganesh was referring to as we continue to go through these business integrations over the course of the next year.
Steve Sanghi:
I would add that if, yes this is Steve. If we hadn't beaten the OpEx in the last four quarters, you wouldn't see this as much of an increase but we got the OpEx synergies very aggressively early on, that has established lower mark and some of the investments we delayed and now we're having to make those investments, a number of very advanced technology tape-outs in the coming quarters. And that those tape-outs are very expensive and I think that's leading to some of the increase quarter-over-quarter. But I think the main issue is that we got the OpEx synergy much faster and not having to make some investments.
Eric Bjornholt:
And it's actually about a $6 million increase quarter-on-quarter not $10 million.
Craig Ellis:
Appreciate the color guys. Thank you.
Operator:
We’ll now take a question from Harsh Kumar with Piper Jaffray.
Harsh Kumar:
Yes, hey guys. I'm surprised nobody asked this but in the September quarter Eric and Steve and Ganesh as you guys look out. Sounds like from your commentary correct me if I'm wrong FPGAs are doing really well. So I would expect that to grow better than the midpoint of 2%. But any thoughts on Microcontroller on the analog business that one will outperform the other or just kind of think about 2% kind of a growth rate on average for those?
Eric Bjornholt:
We don't breakout by product line segments on our forward-looking guidance. So I would just look at the forward-looking guidance to 2% midpoint as for the company overall.
Steve Sanghi:
I mean I think you trying to divide 2% breaking that really is tough.
Harsh Kumar:
Okay, fair enough. Thanks guys.
Operator:
And it appears, there are no further questions at this time. I'd like to turn the conference back to Steve Sanghi for any additional or closing remarks.
Steve Sanghi:
Okay. Thank you very much everybody attending this call. I think I like to reemphasize that we've been providing good guidance and managing this business through very turbulent times. We in fact started talking about these tariffs and all that before anybody else. Last year and I think our guidance has been kind of right on.We guided March quarter to be the bottom and I think we have largely delivered that without the Huawei ban we would have delivered that both on end-market demand as well as sell-in. Current quarter we're guiding up a little bit 2% up on the midpoint and we'll go from there. We'll see you at some of the conferences coming up in early September.
Eric Bjornholt:
Maybe even before that. So next week we’ll be at the KeyBanc Conference, we’re at Jefferies Conference, we’re at the Citi Conference in September and in Raymond James conference. So four conferences and a couple of other investor outings this quarter.
Steve Sanghi:
So heavy schedule, so we’ll see you some of you in the road. Thank you very much.
Operator:
This concludes today’s call. Thank you for your participation. You may now disconnect.
Operator:
Good day, everyone, and welcome to the Microchip's Fourth Quarter Fiscal 2019 Financial Results Conference Call. As a reminder, today's call is being recorded. At this time, I would like to turn the conference over to Eric Bjornholt, Chief Financial Officer. Please go ahead, sir.
Eric Bjornholt:
Good morning, everybody. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of last evening as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO; and Ganesh Moorthy, Microchip's President and COO. I will comment on our fourth quarter and full fiscal year 2019 financial performance. And Steve and Ganesh will then give their comments on the results, discuss the current business environment as well as our guidance, provide an update on our integration activities associated with the Microsemi acquisition. We will then be available to respond to specific investor and analyst questions. We are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the investor relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I want to remind investors that during the quarter ending, June 30, 2018, we adopted the new GAAP revenue recognition standard, which requires revenue to be recognized at the time products are sold to distributors versus our historical revenue recognition policy for revenue on such transactions were deferred until the product was sold by our distributors to an end-customer. We continue to track and measure our performance internally based on direct revenue plus distribution sell-through activity and we'll provide a metric for this called end-market demand in our earnings release each quarter. Therefore, along with our GAAP and non-GAAP results based on distribution sell-in, we will also provide investors with our end-market demand based on distribution sell-out, but will not provide a P&L on end-market demand. End-market demand in the March 2019 quarter was $1.34 billion, which was $10.4 million above our GAAP revenue. I will now go through some of the operating results, including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis, which is based on expenses prior to the effects of our acquisition activities, share-based compensation and certain other adjustments. Our fiscal 2019 non-GAAP results are calculated as the sum of the non-GAAP sell-through based information we disclosed previously for each of the first three quarters of fiscal 2019, plus the non-GAAP sell-in based information disclosed today for the fourth quarter of fiscal 2019. Net sales in the March quarter were $1.33 billion, which was above the midpoint of our guidance and down 3.3% sequentially. We have posted a summary of our GAAP net sales and the end-market demand by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were 62.2% and well above the midpoint of our guidance, which was 61.5%. Operating expenses were at the low-end of our guidance range at 25.8% of sales. And operating income was $484.1 million and 36.4% of sales. Non-GAAP net income was $370.4 million. Non-GAAP earnings per diluted share was $1.48, which was over $0.08 above the midpoint of our guidance of $1.395. For fiscal 2019, on a non-GAAP basis, net sales were a record $5.476 billion and up 37.6% year-over-year. Gross margins were a record 62.1%, operating expenses were 24.3% of sales and operating income was 37.7% of sales. Net income was a record $1.636 billion and non-GAAP EPS was a record $6.55 per diluted share. Please note that for fiscal year 2019, our non-GAAP results are based on our publically reported non-GAAP results, which Q1 through Q3 as mentioned before were based on sell-through revenue recognition in the distribution channel. And Q4 was based on sell-in revenue recognition in the distribution channel. Fiscal year 2020 non-GAAP results will be based on sell-in revenue recognition, in line with our GAAP revenue reporting and the revenue recognition standard adopted during first quarter of fiscal 2019. On a GAAP basis, gross margins were 61.7% and include the impact of $4 million of share based compensation and $1.8 million of acquired inventory valuation cost. Total operating expenses were $535.9 million and include acquisition intangible amortization of $176.9 million, special income of $23.3 million, $4.4 million of acquisition related and other costs, and share based compensation of $35.1 million. The GAAP net income was $174.7 million or $0.70 per diluted share and includes an income tax benefit of $23.5 million. The GAAP tax benefit in the quarter related to a variety of matters, including tax reserve releases due to statute of limitations expiring, tax reform refinements and tax benefits associated with restructuring the Microsemi operations into the Microchip global structure. On a GAAP basis for fiscal 2019, net sales were a record $5.35 billion and up 34.4% year-over-year. Gross margins were 54.8%. Operating expenses were 41.4% of sales and operating income was 13.4% of sales. Net income was $355.9 million and EPS was $1.42 per diluted share. The non-GAAP cash tax rate was 1.4% in the March quarter and 3% for fiscal year 2019. For cash planning purposes, we were able to defer the payment of some of our fiscal 2019 taxes into fiscal 2020. And this is one of the reasons our FY 2019 tax rate was lower than originally projected. We expect our non-GAAP tax rate for fiscal 2020 to be between 5% and 6%, exclusive of the transition tax, any potential tax associated with restructuring the Microsemi operations into the Microchip global structure and any tax audit settlements related to taxes accrued in prior fiscal years. We have many tax attributes and net operating losses and tax credits, as well as U.S. interest deductions that we believe will keep our tax cash payments low. The future cash tax payments associated with the transition tax is expected to be about $246 million and will be paid over the next 7 years. We have posted a schedule of our projected transition tax payments on the Investor Relations page of our website. Moving on to the balance sheet, you will notice that Microchip's accounts receivable balance is up significantly from the prior quarter. We have made an accounting presentation change to reclassify the distributor price adjustments that reduce the amount of cash we ultimately receive from our distributors from a reduction in the AR balance to an increase in accrued liabilities. Remember, that we generally sell to our distributors at a price that is higher than the ultimate sales price and then that price is reduced by a distributor price adjustment when the ultimate sale occurs to the distributors' customers. Excluding this reclassification, our accounts receivable balance was up about $5 million in the quarter. Our inventory balance at March 31, 2019 was $711.7 million. All the inventory markup for Microsemi required for GAAP purchase accounting has now been sold through and is no longer reflected in the ending inventory balance. We had a 128-days of inventory at the end of the March quarter, up 5 days from the prior quarter's level. Inventory at our distributors in the March quarter were up 35 days compared to 36 days at the end of December. We believe that barring any negative developments in the U.S./China trade front, our distributors are holding a reasonable level of inventory to support end-market demand. The cash flow from operating activities was $403.4 million in the March quarter. As of March 31, the consolidated cash and total investment position was $430.9 million. We paid down $277.5 million of total debt in the March quarter. And the net debt on the balance sheet reduced by $272.3 million. At March 31, our debt outstanding includes $3.267 billion of borrowings under our line of credit, $1.912 billion of term loan B, $2 billion on high grade bonds and $4.481 billion of convertible debt. Our EBITDA in the March quarter was $544.4 million, and our trailing 12 months EBITDA was $2.212 billion. Our net debt-to-EBITDA, excluding our very long-dated convertible debt that matures in 2037 and is more equity-like in nature, was 4.8 at March 31, 2019. Our net leverage metrics are based on a 12-month trailing EBITDA, which will continue to provide some headwinds due to the distribution inventory reductions that were made in the June and September quarter for Microsemi, which caused our shipment activity to be significantly less than the end-market demand during these periods. The weaker economic environment also has negatively impacted our EBITDA in the December 2018 and March 2019 quarters. We are committed to using substantially all of our excess cash generation beyond our dividend payments to reduce our debt levels and we expect our debt levels to reduce significantly over the next several years. Our dividend payment in the March quarter was $86.7 million. Capital expenditures were $40.1 million in the March 2019 quarter and $228.9 million in the fiscal year 2019. We expect about $35 million in capital spending in the June quarter and overall capital expenditures for fiscal year 2020 to be between $130 million and $150 million. We continue to add capital to support the growth of our production capabilities for our new products and technologies and to bring in-house more of the assembly and test operations that are currently outsourced. These capital investments will bring some gross margin improvement to our business, particularly for the outsourced to Atmel and Microsemi manufacturing activities that we are bringing into our own factories. Depreciation expense in the March quarter was $48.4 million. I will now turn it over to Ganesh to give us comments on the performance of the business in the March quarter and provide an update on some of the Microsemi integration activities. Ganesh?
Ganesh Moorthy:
Thank you, Eric, and good morning, everyone. Before I get started, I'd like to clarify that the product line comparisons I will be sharing with you today are based on end-market demand, which is how Microchip measures this performance internally. Let's start by taking a closer look at microcontrollers. Our microcontroller business was sequentially down 4.6% compared to the December quarter, reflecting the broad macro weakness in the markets we serve. Microcontrollers, however, were up 8.6% from the year-ago quarter. On a fiscal year basis, fiscal year 2019 microcontroller revenue was a record at over $3 billion and grew 15% over fiscal year 2018. Microcontrollers represented 53.3% of our end-market demand in the March quarter. During the quarter, we continue to introduce a steady stream of innovative new microcontrollers, ranging from the industry's first Arm-based microcontroller with space-qualified versions that have scalable levels of radiation performance; new dual- and single-core dsPIC33C Digital Signal Controllers with built-in functional safety; the industry's smallest IEEE 802.15.4-compliant module that combines an ultra-low-power microcontroller with a sub-gigahertz radio. And last but not least, we unveiled our unified 32-bit microcontroller software framework called Harmony, extending support for Atmel-originated SAM microcontrollers in Microchip's development tool environment. We now support our MIPS-based microcontrollers as well as our Arm-based microcontrollers on a single development environment of MPLAB and Harmony. Last month, Gartner released their microcontroller market share report for calendar year 2018. We're pleased to report that Microchip retained the number one position for 8-bit microcontroller. Once again, we gain market share as we grew faster than the 8-bit microcontroller market overall. And in fact, we are now 73% larger than the number two player. In the 16-bit microcontroller market, we remained in the number five position and continue to gain significant market share, as we grew faster than all our top competitors and at about 5x the growth of the 16-bit microcontroller market. In the 32-bit microcontroller market, we remained in the number six position and gain significant market share, as we grew almost at 2x the growth rate of the 32-bit market - microcontroller market. We were also the fastest growing franchise among the top six players, who make up over 80% of the 32-bit microcontroller market. These results are despite, Gartner rolling up our 32-bit microcontroller revenue to be 30% lower than the over $1 billion revenues that we informed you of in our last conference call. Had Gartner used our actual calendar year 2018, 32-bit microcontroller revenue, we would have moved up to the number four ranking. Additionally, our 32-bit microcontroller revenue in fiscal year 2019 was over $1.1 billion demonstrating continued momentum. For microcontrollers overall, we remained in the number three position and grew faster than the two players ahead of us. The Gartner reported revenue is considerably lower than our publically reported revenue for calendar year 2018. Using our publically reported revenue, we would be approximately 13% and approximately 18% away from the top two players ahead of us. As we continue our relentless march toward the number one spot. Our microcontroller portfolio and roadmap has never been stronger. We believe we have the new product momentum and the customer engagement to continue to gain even more share in 2019, as we further build the best performing microcontroller franchise in the industry. Now moving to analog. Our analog business was sequentially down 5.8% compared to the December quarter, reflecting the same broad macro weakness our microcontroller business experienced. Analog, however, was up 60.2% from the year-ago quarter. On a fiscal year basis, fiscal year 2019 analog revenue was a record at well over $1.5 billion, and grew 64.6% over fiscal year 2018. Analog represented 29% of our end-market demand in the March quarter. During the quarter, we continue to introduce a steady stream of innovative analog products, including a new analog to digital converter family that enables high speed, high resolution analog to digital conversions in harsh environments. Our FPGA business was sequentially down 5% as compared to the December quarter, reflecting the same broad macro weakness. However, design wins in our new low-power mid-range PolarFire family continue to grow strongly. And we are optimistic about this product family adding another leg of growth for the future. During the quarter, we introduced the PolarFire FPGA imaging and video solution that supports resolution as high as 4K in the small, low-power form factors necessary for a wide variety of imaging and video applications. We also released our Libero SoC design tool, which offers a unified suite. FPGA represented 7% of end-market demand in the March quarter. Moving next to our licensing business. This business was sequentially down 42.3% as compared to the December quarter. The production activity of our licensing customers has been cut significantly in response to industry conditions. Also as we mentioned in our February conference call, we did not expect nor have any meaningful patent licensing revenues in the March quarter, while we did in the December quarter. Our patent licensing strategy is to monetize portions of the substantial patent portfolio, we inherited through our acquisition by licensing select patents to players in non-competitive fields of use, while retaining the rights to these patents in our products as well. Investor should expect that the revenue contribution from patent licensing in the future will be lumpy from quarter-to-quarter. Our memory business was sequentially up 3.8% in the March quarter as compared to the December quarter. And finally, our multimarket and other business was up 3.5% sequentially as compared to the December quarter. A quick update about our Microsemi integration, as we come up on the one year anniversary after the close. Business units, sales, operations and support groups are all making good progress. Our thanks go to the combined company employees, who are working hand-in-hand to achieve accelerated synergy results. Overall, we are ahead of our synergy targets and expect continued synergy gains for many quarters to come. Business systems and operations integration is taking the longest time to complete, as we're conducting this complex transition in phases. The first and second phases were completed on November 1 and February 1, respectively for a combined total of four business units. The third phase went live on May 1 and involved four more business units. With that, we are about one-third of the way through the business systems and operations integration, and more phase releases are planned every quarter. We expect the overall business and operational integration will take about another 12 to 15 more months to complete. Finally, prior to our acquisition, Microsemi had announced the closing of the small 4-inch fab Bend, Oregon. The last wafers came out of this fab at the end of the March quarter and we ceased production on schedule. Additionally, we were able to find a buyer for the fab and closed the sale last week. The sale price was not material to Microchip. Let me now pass it to Steve for some comments about our business and our guidance going forward. Steve?
Steve Sanghi:
Thank you, Ganesh, and good morning, everyone. Today, I would like to first reflect on the results of the fiscal fourth quarter of 2019. I will then provide guidance for the fiscal first quarter of 2020. Our March quarter GAAP and non-GAAP net sales based on sell-in revenue recognition came in just a tad above the midpoint of our guidance. The business in the quarter proceeded as we had expected. Our end-market demand measured by sell-through was about $10 million higher than the sell-in revenue. But unfortunately, we cannot call sell-through based market demand as revenue anymore based on the new revenue recognition standard. The end-market demand were stronger than sell-in revenue, which is consistent with our thesis that the channel is continuing to manage their working capital conservatively by reducing inventory due to uncertainty. Our consolidated non-GAAP gross margin at 62.2% exceeded the high-end of our guidance. Our consolidated non-GAAP operating margin of 36.4% was also above the high-end of our guidance. These gross and operating margin percentages are the highest results we have ever posted at the bottom of a cycle. Our consolidated non-GAAP earnings per share exceeded the midpoint of our guidance by over $0.08 per share. On non-GAAP basis, this was also our 114th consecutive profitable quarter. I want to thank all employees of Microchip including employees from all of our acquisitions for their contribution. One other area I wanted to point out is our debt payments. In the March quarter, we paid down $277.5 million of our debt. Our total debt payment since the end of June 2018 has been $1.156 billion. With expected $250 million payment in the June quarter, we expect to have paid down about $1.4 billion of our debt since the closing of the Microsemi transaction on May 29, 2018, which we feel is excellent progress. In addition, with Federal Reserve Board expected to be on hold for any further interest rate increases, we're optimistic that the peak of our debt-to-EBITDA leverage is behind us and we should see meaningful reduction in leverage in the next one year starting this June quarter. Now, I will provide you guidance for the June quarter. The guidance we provided for the September quarter of last year, which reflected our caution on business conditions, turned out in retrospect to be spot on and was a harbinger for broader industry weakness through the last several quarters. In our last quarter earnings call, we said that barring any negative development on the trade front, we see the March 2019 quarter to mark the bottom of this cycle for Microchip. Secondly, we said that last quarter we did not know the shape of the recovery, whether it is V, U or L shaped. And it would depend somewhat on the outcome of the trade talks. Towards that end, we did not get a settlement on the trade front. In fact, in recent days, the rhetoric has turned more negative with 25% duties on $200 billion of Chinese goods expected to go into effect this Friday. Therefore, the uncertainty related to U.S. China trade relations continues. Given this continued uncertainty, we see weaker than seasonal business conditions for Microchip. We continue to operate our business prudently for long-term shareholder value and we believe that the end-market demand will continue to be stronger than the GAAP sell-in revenue in the June quarter, and the channel and customer inventory will continue to decrease. Given this color about business conditions, we expect net sales for our products to be about flat sequentially plus or minus 5% in the June 2019 quarter. We want to correct some of the analysts' and investors perception about what is the seasonal growth for us in the June quarter. If you take our past year's revenue as it reported and average them for a calculation of the June quarter seasonality, you will get a very wrong result, it is because several of our acquisitions closed in April. Supertex acquisition closed on April 1, 2014. Atmel acquisition closed on April 3, 2016. And Microsemi acquisition closed on May 29, 2018. If we make the calculation based on moving the acquired company sales in the first quarter then based on the last seven years at average net sales in the June quarter were up about 3% sequentially. Therefore, our current flattish guidance at the midpoint for June quarter is below historical seasonality for classic Microchip. We expect our non-GAAP gross margin to be between 61.8% and 62.2% of sales, we expect the non-GAAP operating expenses to be between 25.3% and 26.3% of sales. We expect the non-GAAP operating profit percentage to be between 35.5% and 36.9% of sales. We expect our non-GAAP earnings per share to be between $1.26 per share to $1.49 per share. Now the next question is what happens after the June quarter. The hints coming out of Washington regarding the status of U.S. China trade talks continue to oscillate between positive and negative. While there is no guarantee that talks will end successfully with the settlement, we believe that any finality of such talks will remove some of the uncertainty and will have positive effect on the business. China has already taken a number of stimulus measures to boost business including a cut in the VAT from 16% to 13%, cutting the personal income tax rate and cutting reserve requirements of the banks thus increasing the money supply. We have seen some strength in our China business from the bottom in the March quarter and expect more strength to pick-up in the second half of calendar 2019. The automotive business continues to be weak around the world, because of car production down in U.S., Europe and China. We expect that our automotive business, bottomed in March quarter, too, and should start to recover from the low base and strengthen into the second half of calendar 2019. Considering all of the above factors, we are renewing our belief that barring any negative developments on the trade front, we will expect the business recovery to pick-up in the second half of calendar 2019. Given all the complications of accounting for acquisitions, including amortization of intangibles, restructuring charges and inventory write-up on acquisitions, Microchip will continue to provide guidance and track its results on non-GAAP basis, except for net sales, which will be on a GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters and we request that the analysts continue to report the non-GAAP estimates to first call. With this, operator, will you please poll for questions?
Operator:
Of course, thank you. [Operator Instructions] Okay. We will now take our first question from John Pitzer from Crédit Suisse. Please go ahead. Your line is open.
John Pitzer:
Yeah, good morning, guys. Thanks for letting me ask the questions. Steve, my first question, very helpful to - help us understand how you're viewing seasonality into the June quarter, but just given all the acquisition, and I think a couple of quarters ago you talked about still trying to understand the seasonality of all the new businesses together. I'm wondering if you could just level set everyone on the call and help us understand how you think about seasonality in September, December, in March as well as June?
Steve Sanghi:
John, we're not able to give forward-looking seasonality for multiple quarters yet. We haven't had enough experience on the Microsemi front. Some of the last year's performance was affected by the inventory reduction we undertook in distribution. So we haven't had number of normal quarters. Then we got hit by all these U.S./China trade issues for the last couple of quarters that we have been fighting and are now looking for the recovery. So the historic seasonality for June quarter I mentioned was to remove the acquired company's first quarter revenue and then average the last 7 years. We certainly can do that for the September and December quarter, and provide that information to the investors, but that would be backward-looking seasonality. We are not yet able to give you information on the forward-looking seasonality.
John Pitzer:
That's helpful. And then just as my follow-up, on the CapEx guidance for the new fiscal year, it's down fairly meaningfully year-over-year. To what extent is that just a reflection of the weak business environment? Or is this just really some of the CapEx projects you had in place to help integrate the acquisitions are mostly behind you? And how do we think about kind of the run-rate of CapEx, whether as a percent of sales or an absolute dollar number from kind of what you're projecting for the current fiscal year?
Eric Bjornholt:
Okay. This is Eric. I can take that question. So as indicated, we're projecting somewhere between $130 million and $150 million in CapEx for fiscal 2020. That's down from about $230 million in fiscal 2019. Fiscal 2019 we have some kind of onetime events associated with some building projects that we talked about at the last few conference calls that was in the $60 million to $70 million range. And we have put capacity in place in the first half of last fiscal year, expecting the environment to be stronger. So I think we're pretty well positioned. And then we also have a full year of Microsemi, couple of months in fiscal 2020 compared to fiscal 2019. So all that combined, I think our CapEx projection is reasonable range for the current year. I think over the course of time, we'll be in that 3% to 4% of sales and there will be peaks and valleys to that just based on the environment that we're facing at that time.
John Pitzer:
Thanks, guys.
Operator:
Thank you. We will now take our next question from Chris Danely from Citi. Please go ahead. Your line is open.
Christopher Danely:
Hey, thanks, guys. So, Steve, your tone seems a little more pessimistic than it did three months ago. So has anything changed? Is this just because we're looking at another $200 billion? Has anything changed in your business over the last week or the last, I guess, three months since you're last on the call to make you little more pessimistic on how things are going?
Steve Sanghi:
Well, what changed is really the tone on the U.S./China trade front, going from lot of positive signals coming from various officials, including Secretary Mnuchin and all that over the last couple of months. And then, turning into a tweet by President Trump on Sunday that the 25% tariffs on $200 billion of Chinese goods are going into effect this Friday, resulting into cancellation of the visit by Vice Premier of China first and then later on he put back the visit and he is now arriving on Thursday. So the rhetoric has turned meaningfully negative here and causing significant uncertainty. Now, there hasn't been a lot of time since that news to gauge the reaction of our distributors and customers. And as you know, we have very broad distribution and thousands and thousands of customers. And in couple of days you cannot really gauge all that. So, yes, our tone has turned distinctly negative due to those developments.
Christopher Danely:
Sure. I guess, if this wasn't going on, maybe last week or the week before, what would your guide just be and what have you heard from customers kind of as the quarter has progressed on the their tone of business?
Steve Sanghi:
I think that's kind of would I, should I, could I, we don't know. But certainly, our guidance would have been much more narrower in the range versus a wide range. And the guidance would have been more positive on the midpoint than the one we have provided now.
Christopher Danely:
Okay. Thanks, Steve.
Ganesh Moorthy:
Chris, I would add also, the trade resolution has also been delayed. So not only the most recent news from the weekend, when we were speaking to everybody back in February, there was a much earlier date for resolution. So that continues to push out and create uncertainty as well.
Steve Sanghi:
During our conference call last quarter, which I think was on February 9 or something, the trade resolution was supposed to happen prior to March 1. So it was relatively imminent. Then it was delayed to May 1 and then it didn't happen on May 1. And then the events turned negative. So there has been a substantial delay and change on that front.
Christopher Danely:
Okay. Thanks.
Operator:
Thank you. We will now take our next question from Harlan Sur from JPMorgan. Please go ahead.
Harlan Sur:
Morning. Thank you for taking my question. Last year Analyst Day which was held in early March of last year, you guys were able to accurately call out the trends for the June quarter and even provide June quarter sequential growth outlook. And I think a big part of the analysis back then was the rate of backlog built for the June quarter post Chinese New Year, so which in a normalized environment kind of flattens out during CNY and then rises post Chinese New Year. So, I guess, the question is what seems like you didn't see this type of recovery in the backlog this year. So maybe if you could just provide us with some color here on the backlog trends, post-CNY this year? And what are the current backlog trends telling you about the September quarter?
Steve Sanghi:
So I think the environment is of significant uncertainty, because of U.S./China trade talks this year than it was last year, there was no such uncertainty. The only uncertainty we were dealing with last year was investor's perception about the letters we had written a year before, which many investors felt that pulls demand up and there will be a correction. And I think we showed through the charts that there was no such effect of the letters we write. Those letters are simply to inform our customers' broad base of 120,000 plus customers, the environment we were dealing with. And through backlog in turns and various metrics we show to the investors that our business was in good shape and we were not really seeing any challenges. The environment today with uncertainty with the two largest markets we have, which are the U.S. and China, together they make close to 50% of our business, if not more, is of significant more uncertainty. And simply looking at the backlog in turns and all that in the middle of the quarter cannot make up for large amount of customer sentiment. So having said all that, our backlog on April 1 started lower than our backlog was on January 1, because last quarter bookings were weak. So our backlog started lower. However, the bookings quarter to date in this quarter for the month of April and few days in May has been stronger than the bookings we got at the - during the same time last quarter from January 1 to February timeframe. So the bookings are stronger. And the turns coming from those bookings are stronger, because the lead-times are short. But with significant change in the sentiment, driven by just the events of last few days, it's very difficult to project what the distributor and customer sentiment would be in the balance of the quarter. Just imagine if you were a supplier and you didn't know whether you will be able to pass on a 25% tariff increase to your customers, whether your customer will then choose to buy that product from Korea, Taiwan or somewhere else and that's from the Chinese supplier. In that environment, you would take actions to protect your business by not having large amount of inventory only building to form orders and negotiating with your customers, what kind of price increase you can pass on. Those are all uncertainties of thousands and thousands of customers have been dealing with for quite a while impacting our business.
Eric Bjornholt:
I think, one of the thing I would add to what Steve said is, comparing the sentiment at March 1 last year when we did our Analyst Day to today, the other significant change over that time period is lead times have contracted significantly. And so that gives customers flexibility to place very short-term orders on us and to be responsive, which wasn't necessarily the case over a year ago back in March.
Harlan Sur:
Great. Thanks for the insights there. My follow-up question is strong showing on the market share front in MCUs for 2018. On 32-bit, you guys do your business almost 900 basis points, faster than in the overall market. And I don't think, Microsemi had any 32-bit MCUs, so pretty much all organic, you've got your MIPS architecture, you've got your ARM family. You guys could just help us understand the drivers of the strong outperformance. I assume maybe part of it is helping your customers move up stack. But what are some of the other dynamics driving the strong market share performance?
Ganesh Moorthy:
So it is not completely correct, that Microsemi had no 32-bit microcontroller. They did have a class of what we call specialized microcontrollers, which are 32-bit microcontrollers. But in general, the classic Microchip 32-bit products of both architectures, MIPS and ARM, have been doing extremely well. As you know, we acquired the ARM microcontrollers through the Atmel acquisition, so that is given us the ability to serve a broader set of customers, a broader set of applications. And so that combination of both what classic Microchip could do with the 32-bit microcontrollers we have, that a more general purpose, plus some of the specialized microcontrollers that come through Microsemi, all contributed to the last 12 months or the calendar year 2018 growth numbers that you see.
Harlan Sur:
Great. Thank you.
Operator:
Thank you. We will now take our next question from Rajvindra Gill from Needham & Company. Please go ahead. Your line is open.
Rajvindra Gill:
Yes. Thank you for taking my question. Yes, just to follow-up on the China trade issue, I'm trying to get a sense in terms of how the issues with trade, how it translates into actual orders on the ground. A lot of the companies in the coverage, that you saw kind of an abrupt cut in orders from their customers in China starting in December different from kind of past cycles and then have been starting to see some rebound, and given kind of your guidance in June reflecting kind of weaker seasonal trends even though the comment from Trump came out on Sunday. I'm just trying to reconcile your guidance and the short nature of the change in sentiment, because this only happened last week, and the actual impact that you're seeing on the ground to give you - to give way to give the guidance in the first place.
Steve Sanghi:
Hi, Rajiv. It's very, very difficult to accurately assess the impact of the substantial negative turn on the developments of trade talks. That's why we have a fairly broad guidance not being accurately able to model the impact. These are not the issues where there is a - historic record of what happens, and then these kind of things haven't happened in history, so only in the last couple of quarters. And I think, we predicted the downturn better than anybody in the industry, we were the first one to predict that. And many of the earnings report, this season came before the Trump's tweet on Sunday citing the talks have turned negative. So having that knowledge that these talks have returned negative, in our announcement last night in our earnings, we have to put the possibility of negative customer behavior. One thing I have described before to analysts and investors in various calls and meetings. The world economy largely runs on people building to forecast. Every manufacturer builds large amount of their products on forecast form electronic stores to grocery stores to furniture stores. You go to a store and grocery store is full of grocery and you put it in the bags and you go home. If the manufacturers did not put the grocery store inventory, you would go there and just place your order and come back in two days to pick it up. So in an uncertain environment, when the - when our customers, I'm not able to figure out the demand for the products, because they do not know, whether they will be able to pass it 25% tariff to their end customers. In their environment, they stop a building to a forecast, and they largely want to build to hard orders, where they can negotiate the price increase. And that is happening with our industrial customers, with our consumer customers, housing appliance customers. You have heard where prices for washers and dryers and others have gone up 20%. So in that environment, the ecosystems squeezes down the inventory from end customer inventory to loading docks to intermediate hubs to stores to everywhere else. And that creates a negative impact on our ability to supply chips, which then eventually going to products. And you have seen that phenomena experienced by every other semiconductor manufacturer whose revenue has fallen in the last six, nine months, where back in August, nobody was confirming that there's a problem, when we said there was a problem. Does that make sense, Rajiv?
Rajvindra Gill:
Hello?
Steve Sanghi:
Yes.
Rajvindra Gill:
Yeah. I think that makes sense. It's a moving target, I just read that now, that Trump said, the Chinese Vice Premier is coming to the U.S. to quote make a deal. So I guess, it's a constant change. But I appreciate. Thank you.
Operator:
Thank you. We will now take our next question from Vivek Arya from Bank of America Merrill Lynch. Please go ahead.
Vivek Arya:
Thanks for taking my question. Steve, I know, we're trying to get the best sense for June, and I understand and appreciate that it's a moving target. So the conservatism is justified. My first question is that in just in terms of what you have actually seen so far in terms of bookings from your customers in China or U.S. or Europe. Is it fair to say that any of these concerns about trade have not yet reflected in those bookings so far? But have you seen any trend, I realize that we are just within a week of all these political development. But so far, is it fair to say that you've not really seen any negative development in bookings from any geography or end-market or anything along those lines?
Steve Sanghi:
So Vivek, you have to first decide from what timeframe you're comparing. If you're simply comparing it to what we talked last Friday, yes, we have not seen an impact in the last two days, because it's just too hard to gauge. But if your timeframe is February 9, our last call, then we have seen the impact. At that time, the trade settlement was supposed to happen prior to March 1 then it got delayed to May 1, and we didn't - then we didn't see it on May 1 either. So all the time, we have seen the impact on bookings and customers' ability to want to build the appropriate amount of inventory for the business from the endpoint inventories to loading docks to hubs to everything else. If your reference point is our last earnings call, yes, the business is weaker than what it could have been, if there was a settlement on March 1.
Vivek Arya:
Got it. I asked that Steve, just because I think your March numbers were actually fine, and I think, what you mentioned was that so far in June. The bookings have also been fine. But let me leave that aside for a second. On Microsemi, could you remind us how much earnings accretion you finally saw now that fiscal 2019 is over? And how much earnings accretion, we should be thinking about from a fiscal 2020 perspective? Thank you.
Eric Bjornholt:
Okay. So we have not broken out in the current quarter, what - the quarter we're just reporting what the Microsemi contribution was. We are definitely ahead of schedule. We had mentioned last quarter that we had achieved kind of one-year target of run rate of 75% accretion. We were above that as the end of December. And that things are continuing to progress, we're taking cost out of the system. Ganesh gave commentary in terms of how we're doing on business units and sales and support groups from an integration perspective, so making good progress. We still feel good about our long-term synergy numbers and are working towards that. But we haven't broken out and aren't breaking out at this point in time, that specific accretion that we've achieved so far.
Vivek Arya:
Thank you.
Operator:
Thank you. We will now take our next question from William Stein from SunTrust. Please go ahead. Your line is now open.
William Stein:
Great. Thanks for taking my questions. I have two. First, the company posted some better-than-expected results on the gross margin line. Can you help us understand whether that's attributed more to mix or cost savings from Microsemi or anything else? And then I have a follow-up, please.
Eric Bjornholt:
Okay. So I'll take that. So we exceeded the midpoint of our non-GAAP gross margin guidance by about 70 basis points. The very strong gross margins were driven by a variety of reasons, including favorable product mix and ongoing cost reduction. So it always is a mix of things. There's a lot of moving parts, margin, but we're making good progress on integration and the product mix was favorable in the quarter also to help us with that. And even at the midpoint of our guidance on the current quarter at 62%, we're only really 1% away from our long-term target of 63%. So I think things have really held up well in this downturn. Yes, our inventory situation is a little bit higher than our target, but with short lead times and customers and distributors been in the pattern of decreasing their inventory levels. It gives us the visibility to respond very proactively to their needs.
Steve Sanghi:
I would reemphasize one point that I made in my prepared remarks that as we go through various cycles, you can look at in the last 20 years. This would be the highest growth in operating margin nearly at the bottom of the cycle. In the past, you will see this kind of growth in operating margin usually on the top of the cycle. So this is how much we have improved creating higher highs and higher lows. So as we go further in the next couple of years, complete this integration, have better loading in the factories with the demand coming back. It's really a good feeling to think about where the growth in operating margins could go.
William Stein:
I appreciate those comments. One follow-up, if I can. Turning to the Microsemi acquisition, less about the integration, but more about the inventory, I understand from the prepared remarks that you've worked through all of the Microsemi inventory that was on your balance sheet. I was hoping you could comment on inventory, not only in the channel, but in any other places like at customers to the degree you can see it. Is that work down to more normal levels where this is less of a deterrent to grow going forward? Or is there still some inventory in channel or at customers to work down? Thank you.
Eric Bjornholt:
Yeah. So I think, we've done a good job of working through the issues that we've identified early on in the acquisition. The Microsemi distribution inventory, take you back to the September quarter. It was reduced to about 2.6 months over the course of the first four months of holding the assets, and the shipment activity into this distribution was impacted dramatically by that. But that has stayed very constant, that 2.6 months has stayed the same and the December quarter and the March quarter. So we think, we've got a good balance there. There can be a business unit or two that adds a little bit of elevated inventory, and just taking some time to leave that down? But overall, I think, we are in good position. And the other things, that we had talked about was contracts, manufacturing inventory; and things like that. And I think all those have been corrected at this point in time. Steve or Ganesh might have some additional comments.
Ganesh Moorthy:
The only comment I'll make is, I think, in terms of end customers, we really don't get inventory reports. So we don't think there's a big overhang there. But we don't have much visibility into it. Our own inventory internally, we're continuing to work down. So this is our production areas and we have been running lower than what the sell-through as in terms of what we're building, and that is slowly coming back into levels that should be, but it's not completely where it needs to be.
William Stein:
Thank you.
Eric Bjornholt:
And we did take a under capacity utilization charge in the quarter overall for various factories of a little over $7 million in the last quarter.
Steve Sanghi:
And as the demand comes back, and when that $7 million charge goes away, that $7 million ends up in the gross margin.
William Stein:
Yeah. Excellent.
Operator:
Thank you. We will now take our next question from Craig Ellis from B. Riley FBR, Inc. Please go ahead. Your line is open.
Craig Ellis:
Yeah. Thanks for taking the question. I'll start with clarification on two operating items. First, debt reduction came in much better than expected at least on my front, and the outlook suggests that the improvement that the company saw versus expectations is structural. So I wanted to get some clarification on that, and further on the comments that Ganesh had in his prepared remarks, where he outlined three milestones that have been achieved with business integration. The clarification there is, is the financial benefit fairly linear with the milestones achieved, so that we're about one-third of the way through the financial benefit? Or is it front-end loaded or back-end loaded?
Eric Bjornholt:
So Craig, just to clarify, you had started off with - it's an OpEx question, right?
Craig Ellis:
The first one is debt reduction. And the $277 million, I thought that was above the expectation of the company. What's the cause of the positive variance?
Eric Bjornholt:
Okay. All right. So we continue to really manage our working capital requirements quite tightly, and had a good execution there, and just managing our overall cash balances worldwide. So we've outperformed on debt pay down, no doubt about that, over the last couple of quarters and made good progress. I've mentioned that our debt-to-EBITDA is still 4.8 and we expect as we progress in the second half of 2019. And the EBITDA improves, and we're going to continue to be using all of our excess cash generation to pay down debt that we will see some significant improvements in our debt-to-EBITDA. So I think, it's the working capital management, we talked about CapEx a little bit earlier, also CapEx being down significantly in fiscal 2020 as a projected number compared to fiscal 2019 will also help on the cash flow and we should expect to see debt come down significantly over the course of the next 12 months.
Ganesh Moorthy:
To your second question on the business and operations integration. It's on a longer-term basis, it's more linear, but quarter-to-quarter, we're going to see more or less effects depending on are we able to retire some of the prior ERP systems completely or not. And so it's not entirely linear looking at the quarter-to-quarter.
Craig Ellis:
Thank you. And then the follow-up is for Steve. Steve, you given us a very clear picture of the dynamic that you're seeing now and the way recent political developments are impacting, you're thinking. What I wanted to do is, is reconcile that with comments that I thought, I heard you say that there could be a pickup in the back half of the year. Is that potential pickup more predicated on a favorable set of developments that could happen on the macro front? Or is it closer proximity to typical enterprise and consumer bills that would take place in the back half of the year or something else? Thank you.
Steve Sanghi:
I think there are two possibilities on the trade front, actually three. One, the worse would be that trade talks break and there is 25% duty, not only on the $200 billion of goods, but another $325 billion of goods that are threatened. That will be the worst-case scenario. But the other possibilities are there is some very good settlement, where whatever the issues are between the two countries on IP theft and forced transfers of technology, and all those things, there is a system put in place to monitor all these and issues are resolved and tariffs come down. That would be the best-case scenario. And the other one is that there is some sort of finality, but it's not as good as U.S. wants. As long as there is a finality on the settlement, where the people know what the rules are, then the manufacturers can adjust to those rules and can negotiate with their customers to pass the additional cost, whether it's 5%, 10% duty cost, as long as there is a finality, I think will be positive for the business. Of course, it will be extremely positive if there is a settlement and duties go away, and there is a very good environment. But even if it is not the ultimate best, but there is some sort of finality, I think they would be better than the uncertainty we're dealing with.
Craig Ellis:
That's very helpful. Thanks, gentlemen.
Operator:
Thank you. We will now take our next question from Harsh Kumar from Piper Jaffray. Please go ahead. Your line is open.
Harsh Kumar:
Yeah, hey, guys. First of all, we appreciate your position, trying to guide in all this seesaw trade chatter and running the company prudently for the long-term. Steve, now, you're taking share for quite a bit of time in what is a mature 8-bit market. What do you think are some of the things that Microchip specifically is doing that is helping you take share in that market?
Steve Sanghi:
Well, I don't really want to tell my competitors how I'm taking shares. I would simply say that if somebody doesn't develop any more 8-bits parts and adds no innovation to them, simply because that by a thesis that 8-bit market is not growing and put all their energy in the 32-bit, then they will continuously become more and more uncompetitive in the 8-bit and will continue to gain share, which is really what's happening. There are many more things we're doing, but we are continuously able to show 8-bit customers how they can keep on utilizing our newer and newer 8-bit microcontrollers and continue to add innovation and not having to go to 16 or 32-bit microcontrollers. And therefore, we've taken a lot of share.
Harsh Kumar:
Fair enough, Steve, thanks for that color. And then, I wanted to ask about - you cited some bookings data and some order data, all of it seems to be improving, the back-half commentary is improving. Would it be fair for me to assume that, that you basically haircut it what you might - let's say, you were doing earnings last week, you might have had a completely different commentary, completely different set guide. You simply haircut it that based on the developments this week, is that a fair assumption?
Steve Sanghi:
Yes, that's a fair assumption.
Harsh Kumar:
Okay. Thank you.
Operator:
Thank you. [Operator Instructions] We'll now move on to our next question from Kevin Cassidy from Stifel. Please go ahead. Your line is open.
Kevin Cassidy:
Okay. Thank you for taking my question. Steve, you mentioned the automotive market. You thought that that had hit a bottom and is coming back. Can you give a little more details around that? And, also just maybe what your content increases might be for this year?
Ganesh Moorthy:
So I think the way to think about it is not that it is rebounding into this quarter. I think we said it's hitting bottom and it is heading to where as we look into the second half, things are getting better. The content increases, a constant effort that we drive. We have shown you some of the slides in investor forums where we have 60, 70, 80 different components. And that continues to take place. And various carmakers may not be for the same design in every carmaker. But it is a part of how we drive the market. It is a part how the market is evolving. There is more and more electronics that is going into safety, into convenience, into some of these new electric and electrification and ADAS, those types of trends. And we have our fair share in all of those areas. And I think the last piece is the European WLTP regulational change, I think the last remnants of that will cleared into the - by the end of this quarter. It has taken longer to clear. But believe that all that clears as we go through the end of this quarter. So those are all the different factors going into some of the color that Steve provided.
Kevin Cassidy:
Okay, maybe just as a follow-up, that China VAT tax, have you seen a more positive bookings from the Chinese automotive companies?
Ganesh Moorthy:
We haven't really broken down to Chinese automotive specifically. I think if you look at China overall, we are seeing stronger bookings. And there should be a part of that reflected in most of the other areas, markets that are in China.
Steve Sanghi:
The lower VAT went into effect I think on April 1, so just like in U.S., when tax law changes or sales tax changes in a city or a state or some of those rule change or interest rate changes. I mean, it takes a while to affect the economy. And I don't know if that's enough time for us to measure that a Chinese customer changed their orders based on the VAT. I think that takes longer term to take hold in the economy. We're going to get orders from Chinese customers based on them having orders from their customers to build modules, build cars or whatever. And that's not likely to change in four weeks of VAT changing.
Kevin Cassidy:
Okay. Thank you.
Operator:
Thank you. We will now take our next question from Mark Delaney from Goldman Sachs.
Mark Delaney:
Yes, good morning. Thanks for taking the questions. First question was on operating expenses, which was pointed out, came in at the low-end or just below guidance. Can you help us better understand to what extent those structural cost takeouts that helped the better performance on cost or more timing or other temporal factors?
Eric Bjornholt:
All right, so, I mean, we've done what I consider to be a very good job in managing OpEx over the last several quarters. We've essentially beat significantly on OpEx on both September and December and came in at the low-end of guidance here in the current quarter. So we're managing the operations very tightly, given the environment that we're facing. And as the environment improves in second half, if it improves, we will have investments to make in the business that will have those dollars go up. So we're holding OpEx flat at the midpoint of guidance in the current quarter. And that's pretty tight controlled, and again, would expect that OpEx will increase over time as we need to invest in the business to drive the long-term health at 40% plus operating margin goals that we have.
Mark Delaney:
Okay. It's helpful. And there's a lot of discussion on the call about the distribution business. So I was hoping maybe to pivot a little bit and better understand some of the trends in the direct business that came over from Microsemi acquisition. I believe servers and storage were markets that were served on an OEM direct basis. Help us understand how bookings and market share is trending in those areas and I think cross-selling the full portfolio was part of the strategy. How successful has that been? Thank you.
Ganesh Moorthy:
So there is weakness in some of those markets as you have seen reported by other players as well. I don't think there is anything particular about bookings that would give us any insight there. In terms of the cross-selling, those customers have given us access for other solutions that classic Microchip had. And we're having good progress in discussions on how those can be incorporated into next generation designs using Microchip classic solutions that surround some of the storage and other networking solutions that Microsemi brought. So the customer access has been extremely useful to take solutions that are necessary in the market. But we did not have as good customer access as Microchip standalone.
Operator:
Okay. Thank you. We will now move on to our next question. It comes from Christopher Rolland from Susquehanna International Group.
Christopher Rolland:
Susquehanna. Yeah, one for Eric and then - and one for Steve. I guess, Eric, the $7 million in underutilization, is there a level of company utilizations which you deem underutilized? And then also, if you could talk about where utilizations are now and your inventory levels and if you have plans to bring them down. Thanks.
Eric Bjornholt:
Okay. So really the underutilization is looked at on a factory-by-factory basis, based on kind of the historical norm. So there isn't kind of a one-size-fits-all for that. And we've got our three large fabs, three large assembly and tests that Microchip classic has had historically, and then a bunch of smaller factories that have come through the Microsemi acquisition. So it's kind of a case-by-case scenario that we look at that. And we don't break out a specific capacity utilization percentage. We just haven't done that historically. But we've got lots of capacity in place, and so we're well poised to be able to respond to growth as it comes in the future with pretty low CapEx. So that's a good thing. The piece of your question was what?
Christopher Rolland:
Was internal inventories, and do you have guys have a plan to work that down? And how do you feel about that level?
Eric Bjornholt:
Okay. So inventory was up 5 days in the quarter to 128. We've kind of had a target of 115 to 120 that we talked about. And so, inventory is on the higher end. But I think it is prudent for us to hold that level of inventory, given the fact that the distribution inventory has come down and customers are managing their own inventory quite conservatively, we believe, again, we don't give real-time reports from them. So it allows us to report quickly in this uncertain environment, where customers are needing to respond quickly when they get demand, because they're not building to forecast as Steve kind of described before. So longer term, our goal would be to get the inventory down to 120 days or less. But that's not the environment that we're facing right now.
Ganesh Moorthy:
A little extra inventory at this part of the cycle also prevents CapEx expenses on the other side of the cycle. So these are products with very long life. There is a little to no obsolescence risk. And it does help from an overall cycle standpoint to have some inventory investment that can then defray CapEx spending on the other side of the cycle.
Steve Sanghi:
I would say also that our inventory is a lot lower than some of the large other analog players' inventory I have heard about. So while our target is 115 to 120, you would expect that this part of the cycle, when you're at the near bottom of the cycle, the inventory to be higher than the high-end of that. And yet I think I'm - when I compare it our inventory is lower than a lot of other players.
Ganesh Moorthy:
Yeah, many have 150ish.
Steve Sanghi:
Yeah.
Christopher Rolland:
Yeah, that is fair. And then, Steve, for you, if a trade deal was reached, would you still view kind of the return of business as a potential bonanza or are you more tempered here? So is there something that makes you more tempered? Just as these negotiations, it seems like, even if we think something is finalized, but they may not be.
Steve Sanghi:
I think having seen the yo-yo sentiment on the trade talks, I would rather wait for the talks to conclude, then analyze what that finality is, whether it ends up at 10% duty or something higher than that or goes all the way to 0%, and have a chance to understand our customers' and distributors' reaction through our sales people and talking to some directly to really make an informed opinion rather than just throw something out.
Christopher Rolland:
Yeah, that's fair. Thanks, guys.
Operator:
Thank you. We will now take our next question from Craig Hettenbach from Morgan Stanley. Please go ahead. Your line is open.
Craig Hettenbach:
Thanks. I understand all the focus on China in terms of what's happening from a macro. But was hoping, Steve, you can talk about trends that you're seeing in Europe and the United States as well.
Steve Sanghi:
Well, trends in U.S. and Europe are really not that great either. Lot of our U.S. customers are impacted because of the same trade issues. Industrial customers build a lot of their products in China and are having to pay the tariff cost, which are currently 10% going to 25%. So our industrial business in U.S. is impacted. Our consumer business, which is in the consumer appliance area, is impacted. The automotive business is impacted not because of tariffs, but I think the automotive in general. Automotive production is down in all three geographies.
Ganesh Moorthy:
But China is weak too. And China was a big export for European automotive.
Steve Sanghi:
Yes, so go ahead, comment on Europe. I was going to go there.
Ganesh Moorthy:
So I think Europe is seeing some of those headwinds that are - none of these are confined to just one geography. There is interconnection between how global economy is played. And so, for example, on the European carmakers, especially the luxury car makers, they've had significant declines, because the China market has been very weak for them. And that ripples through into some of the lower, in recent times, lower GDPs coming through some of the European economies. And many of them like Germany are highly export oriented and affected by any impact in other regions of the world. And so, there is a continuous uncertainty and weakness that expands beyond just China and the U.S., but in part driven by what's happening in these economies.
Craig Hettenbach:
Got it. And just a follow-up question on the commentary of inventory, the expectation that you think it will be drawn down again in the June quarter. Do you think that the customers or distributors will be reaching kind of limits of how far they will take it down? Or if things remained uncertain directionally, you think it would still go lower in terms of their inventory management?
Steve Sanghi:
I think distributors will assess what the sales-out is and if the sales out is decreasing because of whatever, then they will continue to draw down inventory. If they expect that sales out is increasing then they would start to build inventories to serve that sales-out. So it's not that the inventory is changing that much in months of inventory. It's mostly multiple of really what their expectation of sales-out is. And many of the Chinese distributors, their sales out has been much lower in December and March quarters, lot of it driven by trade issues, because their end-customers couldn't sell the product given the duties.
Craig Hettenbach:
Got it. I appreciate your color.
Operator:
Thank you. As there are no further questions at this time, I would like to hand the call back over to you, Mr. Sanghi, for any additional or closing remarks.
Steve Sanghi:
Well, we want to thank you. There was a very large participation on this call compared to what we have had in the last several quarters. We've got lots of very, very good questions from investors and analysts. And thank you for giving us a chance to explain our views on U.S./China trade, where the things are, how the business is. And we'll see some of you as we get on the road to various conferences this quarter. Thank you very much.
Operator:
This will conclude today's conference. Thank you all for your participation. You may now disconnect.
Operator:
Good day, everyone, and welcome to the Microchip's Third Quarter Fiscal 2019 Financial Results Conference Call. As a reminder, today's call is being recorded. At this time, I would like to turn the call over to Microchip's Chief Financial Officer, Mr. Eric Bjornholt. Please go ahead, sir.
James Bjornholt:
Thank you and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press release as of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO; and Ganesh Moorthy, Microchip's President and COO. I will comment on our third quarter fiscal year 2019 financial performance and Steve and Ganesh will then give their comments on the results, discuss the current business environment as well as our guidance and provide an update on our integration activities associated with the Microsemi acquisition. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release in this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I want to remind investors that during the quarter ending June 30, 2018, we adopted a new GAAP revenue recognition standard, which requires revenue to be recognized at the time products are sold to distributors versus our historical revenue recognition policy where revenue on such transactions were deferred until the product was sold by our distributors to an end customer. We recently went through a comment letter process with the SEC regarding our non-GAAP reporting. As a result of this process, we will now be referring to what we used to call non-GAAP revenue as a metric called end-market demand and we'll provide this metric in our earnings release each quarter. End-market demand is the net dollar amount of our products, licensing revenue and other services delivered to our direct customers to non-distributors and buyer distributors to their customers. We are able to calculate end-market demand by our distributors based on information that our distributors provide to us about their product shipments to their customers and inventory holdings. The value of end-market demand from our distributors is calculated as the net of transaction value of these shipments. We will continue to manage our business and distributor relationships based on creating and fulfilling end-market demand. All of Microchip's bonus programs will continue to work based on end-market demand. Therefore, along with our GAAP and non-GAAP results based on distribution sell-in, we will also provide investors with our end-market demand based on distribution sell out but will not provide a P&L based on end-market demand. So even though we are changing our guidance practice going forward, for transition purposes, today, we will provide a review of our Q3 results compared to our non-GAAP guidance provided on November 7, 2018, using our historical non-GAAP nomenclature. Our guidance going forward will reflect the outcome of the SEC comment letter process, which Steve will also comment on during his remarks about our guidance for the March 2019 quarter. I will now go through some of the operating results, including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis using end-market demand metric as expenses and expenses prior to the effects of our acquisition activities and share-based compensation. End-market demand in the December quarter was $1.416 billion, above the midpoint of our guidance, which was $1.4 billion, and down 6.4% sequentially from end-market demand of $1.513 billion in the immediately preceding quarter. We have posted a summary of our end-market demand and GAAP net sales by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were a record 62.2%, operating expenses were 24.8% of end-market demand and operating income was $530 million and 37.4% of end-market demand. Non-GAAP net income was $405.6 million and non-GAAP earnings per diluted share was $1.66 and was $0.095 above the midpoint of our guidance of $1.565. On a GAAP basis, net sales in the December quarter were $1.375 billion, GAAP gross margins were 56.7% and include the impact of $3.4 million of share-based compensation, $74.3 million of acquired inventory valuation cost and $23.8 million impact from the differences in GAAP revenue and end-market demand. All operating expenses were $584.9 million and include acquisition and intangible amortization of $193.7 million, special income of $1.3 million, $5.4 million of acquisition-related and other costs and share-based compensation of $36 million. The GAAP net income was $49.2 million or $0.20 per diluted share and includes onetime tax expense of $0.4 million related to a variety of matters, including tax reserve releases due to audit settlements, statute limitations expiring, tax reform and transition tax refinement and fiscal 2018 tax provision to tax return adjustments. The non-GAAP cash tax rate was 3.5% in the December quarter and we expect a similar rate for all of fiscal year 2019. We expect our non-GAAP cash tax rate for fiscal '20 and fiscal '21 to be 5% or less, exclusive of the transition tax, any potential tax associated with the restructuring of the Microsemi operations into the Microchip global structure and any tax audit settlements related to taxes accrued in prior fiscal years. We have many tax attributes and net operating losses and tax credits as well as U.S. interest deductions that we believe will keep our cash tax payments low. The cash tax payments associated with the transition tax for the combined Microchip-Microsemi group is expected to be about $293 million and will be paid over eight years. We have a posted schedule of our projected transition tax payments on the Investor Relations page of our website. For GAAP purposes, we had a significant tax benefit in the current quarter for a variety of reasons discussed earlier. Moving on to the balance sheet. Our inventory balance at December 31, 2018 was $702.5 million. All of the inventory markup from Microsemi required for GAAP post-accounting has now been sold through and is no longer reflected in the ending inventory balance. We had 123 days of inventory at the end of December quarter, up six days from the prior quarter's levels. Inventory at our distributors in the December quarter were 36 days compared to 37 days at the end of September. We believe that our distributors are holding an appropriate level of inventory to support end-market demand. The cash flow from operating activities was $481.5 million in the December quarter. As of December 31, the consolidated cash and total investment position was $436.2 million. We paid down $377.5 million of total debt in the December quarter and the net debt on the balance sheet reduced by $349.4 million. At December 31, our debt outstanding includes $2.743 billion of borrowings under our line of credit, $2.713 billion of term loan B, $2 billion on high grade bonds and $4.481 billion of convertible debt. Our net debt-to-EBITDA, excluding our very long-dated convertible debt that matures in 2037 and is more equity-like in nature, was 4.8 at December 31. Our net leverage metrics are based on a 12-month trailing EBITDA which will continue to provide some headwinds due to significant distribution inventory reductions that were made in the June and September quarter for Microsemi, which caused our shipment activity to be significantly less than end-market demand during these periods. The weak economic environment also has negatively impacted our EBITDA in the December 2018 quarter and will continue to do so in the March 2019 quarter. We are committed to using substantially all of our excess cash generation beyond our dividend payments to reduce our debt levels and we expect our debt levels to reduce significantly over the next several years. Our dividend payment in the December quarter was $86.3 million. Capital expenditures were $27.4 million in the December quarter. We expect about $45 million in capital spending in the March quarter and overall capital expenditures for fiscal year 2019 to be about $235 million. We continue to add capital to support the growth of our production capabilities for our new products and technologies and to bring in-house more of the assembly and test operations that are currently outsourced. These capital investments will bring some gross margin improvement to our business, particularly for the outsourced to Atmel and Microsemi manufacturing activities that we are bringing into our own factories. Depreciation expense in the December quarter was $47 million. I will now turn it over to Ganesh to give us comments on the performance of the business in the December quarter and provide an update on some of the Microsemi integration activities. Ganesh?
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. Before I get started, I'd like to clarify that the product line comparisons I would be sharing with you are based on an end-market demand metric, which is how Microchip measures this performance internally. Let's start by taking a closer look at microcontrollers. Our microcontroller business was sequentially down 8.7% compared to the September quarter, reflecting a broad macro weakness in the markets we serve. Microcontrollers, however, were up 13.2% from the year-ago quarter. Microcontrollers represented 52.9% of our revenue in the December quarter. During the quarter, we continue to introduce a steady stream of innovative new microcontrollers, ranging from the industry's lowest power LoRa System-in-Package family; the single-chip maXTouch touchscreen controllers for screens up to 20 inches in size; to Intelligent Network Interface Controller technology, the industry's most efficient automotive infotainment networking solution that supports all data types, including audio, video, control and Ethernet over a single cable. In my prepared remark last quarter, I mentioned that our microcontroller business was annualizing at over $3 billion in end-market revenue. Through our subsequent investor meetings, there seemed to be the perception that our 32-bit microcontroller business was not very big. To address this perception gap, we'd like to share with you that over the last two quarters, our 32-bit microcontroller business is annualizing at over $1.2 billion in end-market revenue. The 2018 microcontroller rankings from Gartner are normally available in April and, as we have seen in prior years' results, we expect to see significant market share gains again. We will report on these results during our next conference call. Now moving to analog. Our analog business was sequentially down 6.2% compared to the September quarter, reflecting the same broad macro weakness our microcontroller business experienced. Analog, however, was up 77.9% from the year-ago quarter. Analog represented 29.1% of our revenue in the December quarter. And during the quarter, we continued to introduce a steady stream of innovative analog products as well, including the industry's smallest multi-output MEMS clock generator, the industry's smallest five channel temperature sensor and the most robust silicon carbide diodes and MOSFETs in the industry. Our FPGA revenue hit another all-time record even after going back to the Microsemi and Actel history with 8.7% sequential growth compared to the September quarter. Our low-power, midrange PolarFire family continues to go on a -- garner strong market acceptance, while the prior generations continues to demonstrate consistent growth even in the current market environment. We also unveiled the industry's first RISC-V system on a chip FPGA architecture, combining the industry's lowest power midrange PolarFire FPGA family with a complete microprocessor subsystem based on the open, royalty-free RISC-V instruction set architecture. FPGA represented 7% of our revenue in the December quarter. Next, moving to our licensing business. This business is sequentially up 7.9% as compared to the September quarter. Our results reflect the sale of another type of license for a specific set of patents that can be used in noncompetitive fields of use. We anticipate that this patent license to close in the December quarter and include it in our guidance. We continue to retain indefinite rights to these patents for the field of use that are of interest to us. Our patent licensing strategy is to monetize portions of the substantial patent portfolio we inherited through our acquisitions by licensing select patents to players in noncompetitive fields of use. In all cases, we retain rights to use these patents in our products as well. We had meaningful patent license transactions in September and December quarters. Investors should expect that the revenue contribution in the future from this effort will be lumpy from quarter-to-quarter. We do not expect meaningful contribution from the patent licensing in the March quarter. Our memory business was sequentially down 15% in the December quarter as compared to the September quarter. And finally, our multimarket and other business was down 3% sequentially compared to the September quarter. A quick update about the Microsemi integration. Business units, sales, operations and support groups are all making rapid progress. Our thanks and kudos go out to the combined company employees who are working hand-in-hand to achieve the accelerated synergy results. Overall, we are ahead of our synergy targets and expect continued synergy gains for many quarters to come. What will take us the longest is the business systems and operations integration, which is being done in phases. The first phase is where one of the business units went live on November 1, 2018. The second phase just went live on February 1 and involved three more business units, and more phase releases are planned with a steady cadence. We expect the overall business and operational integration will take about 15 to 18 more months to complete. Let me now pass it to Steve for some comments about our business and our guidance going forward. Steve?
Stephen Sanghi:
Thank you, Ganesh, and good afternoon, everyone. Today, I would like to first reflect on the results of the fiscal third quarter of 2019. I will then provide update on our progress at Microsemi. I will then provide guidance for fiscal fourth quarter of 2019. Our December quarter non-GAAP financial results based on end-market demand exceeded our guidance for net sales, gross margin percentage, operating profit -- operating margin percentage and earnings per share. Our consolidated non-GAAP gross margin reached an all-time record at 62.2% of net sales and exceeded the midpoint of our guidance by about 100 basis points. Our consolidated non-GAAP operating margins were strong at 37.4% of sales and exceeded the midpoint of guidance by about 130 basis points. Our consolidated non-GAAP EPS exceeded the midpoint of our guidance by $0.095 per share. We are pleased with the financial results despite a very unfavorable business environment with the tariffs, slowdown in China, the European automotive issues, higher interest rates and under absorption charges from some of our factories. Let me also touch on the performance of Microsemi. Microsemi's non-GAAP operating profit reached a record. We are systematically improving Microsemi's financial performance and realizing significant synergies. At the time of our announcement of Microsemi acquisition, we had guided to $0.75 accretion run rate after the first year. After nearly seven months, we are well ahead of the $0.75 run rate for accretion from Microsemi. On non-GAAP basis, this was also our 113th consecutive profitable quarter. I want to thank all employees of Microchip, including employees from our acquisitions, for their contribution. Now, let me provide you some further update on the progress we have made with the Microsemi integration. First, distribution inventory. After reducing the inventory and distribution channel in the September quarter, Microsemi distribution inventory remained stable at 2.6 months in the December quarter. We believe that at the current levels, distribution is holding the amount of inventory it needs to support the end-market demand. In last quarter's earnings conference call, we discussed moving several Microsemi customers back to being serviced directly that Microsemi had transferred to distribution. We completed this transition during the December quarter. Microsemi internal inventory. Microsemi's internal inventories are still high as we continue to maintain lower loadings in Microsemi's internal factories as well as subcontractors until the inventory comes in line. As we said from the beginning, Microsemi has very good engineering teams and very good products. The customers' pockets are sticky and we continue to believe there are very good end-market opportunities for the combined company. Our strategy for the better part of this decade has been to buy businesses and turn them into world-class performers in the likes of Microchip. Here, we started with excellent products, excellent gross margins and excellent engineering teams. With distributor and contract manufacturing inventories reduced and with Microchip's operating expense approach, we are optimistic about achieving our long-term targets for attrition from Microsemi. So far, we are ahead of our original target. Now, regarding guidance going forward. Beginning with this March quarter, as Eric mentioned, we are changing the information included in our financial guidance in response to comments and discussions with the staff of the Securities and Exchange Commission. After the GAAP standard change to sell-in revenue recognition, we continued to provide guidance and track our results based on sell-through revenue recognition and refer to the sell-through revenue as non-GAAP net sales. After the adoption of ASC 606, the feedback we received from investors and sell-side analysts had been very positive on a continuing use of sell-through revenue recognition in our reporting of non-GAAP net sales. We continue to strongly believe that managing our business on a sell-through basis is the appropriate way to run Microchip. Therefore, we will have preferred to continue to use our end-market demand as our non-GAAP sales. However, after receiving an SEC comment letter and discussing with the SEC, we have decided to provide net sales, sales guidance based on sell-in revenue recognition under the new GAAP standard. We will continue to provide non-GAAP guidance for gross margin percentage, operating expense percentage, operating profit percentage and earnings per share, but we will use sell-in days GAAP revenue for these calculations. When we report our results, we will also provide information on end-market demand so that investors can understand the consumption of our product in the marketplace, but we will not use the end-market demand for calculation of the non-GAAP P&L. Now, I will provide you guidance for the March quarter. The guidance we provided for the September and December quarters, which reflected our caution on business conditions, turned out in retrospect to be spot on and was a harbinger for broader industry weakness. We continue to be cautious about the outlook for the March quarter. We see a very uncertain business environment with tariffs, slowdown in China, European automotive issues, higher interest rates potentially causing U.S. GDP to slow down, any lingering effect of U.S. government shutdown and potential for further U.S. government shutdown. With all this commentary, we expect our total GAAP net sales based on sell-in revenue recognition for March quarter to be up 2% to down 9% sequentially. We expect our non-GAAP gross margin to be between 61.2% and 61.8% of sales. We expect non-GAAP operating expenses to be between 25.8% and 26.5% of sales. We expect non-GAAP operating profit percentage to be between 34.7% and 36% of sales. We expect our non-GAAP earnings per share to be between $1.26 per share to $1.53 per share. Again, all these ranges for non-GAAP gross margin percentage, operating expense percentage, operating profit percentage and earnings per share are based on GAAP revenue and sell-in revenue recognition. We also want to give the investors and analysts a sense of how we see the Microchip business past the March quarter. As you know, there's a substantial pending date of March 1, 2019 when, if there is no settlement between U.S. and China, a 25% tariff would kick in for about $200 billion of Chinese goods shipped into U.S. We think that the two governments will make some progress, but it is likely that the data from March 1, 2019 will be extended further out. Barring any material negative development on the trade front, we see the March 2019 quarter to mark the bottom of the cycle for Microchip. We cannot yet say what the shape of the recovery would be, whether the recovery be V-shaped, U-shaped or L-shaped. That will depend somewhat on the outcome of the trade talks. What we do see a bottom forming and believe that the March quarter will mark the bottom for this cycle for Microchip. Given all the complications of accounting for our acquisitions, including amortization of intangibles, restructuring charges and the inventory write-up on acquisitions, Microchip will continue to provide guidance and track its results on non-GAAP basis, except for net sales, which will be on GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters and we request that the analysts continue to report the non-GAAP estimates to first call. With this, operator, will you please poll for questions?
Operator:
[Operator Instructions]. We'll go now to Craig Hettenbach with Morgan Stanley.
Craig Hettenbach:
I appreciate the color around kind of tariffs and how you're thinking about things kind of post-March. Just any signals that you're looking at in terms of calling the bottom here, whether it's kind of run rate of business, inventory distribution or customers? Just how you're seeing kind of the business overall kind of beyond the March quarter?
Stephen Sanghi:
Well, we look at a variety of factors, including bookings and billings activity, discussion with our direct and distribution customers, distribution sell-through activity, customer cancellations, customer pull-ins, delivery push-outs and pull-ins. Whether 120,000 plus customers that we service in a vast range of end markets and applications, we really believe that we get a very broad perspective of what is happening in our business. Today, these indicators are telling us that the environment is still very uncertain driven by a variety of factors, including the trade situation. However, we don't see things getting worse at this point unless something more negative occurs on the trade front. Based on the vast amount of data that we get, we're releasing a framework for the formation of a bottom for this cycle in the March quarter.
Craig Hettenbach:
Got it. And then just as a follow-up, can you talk about, so far this quarter to-date, kind of January to February, what type of linearity you're seeing and how the business has been?
Stephen Sanghi:
So business is tracking well to the guidance we are providing. We have seen the bookings stabilize and even increase somewhat very recently, but I would say it's a very short duration indicator and it's really not enough for -- a long enough time to be really making calls based on that.
Operator:
We'll go next to Mark Delaney with Goldman Sachs.
Mark Delaney:
Steve, I was hoping, first, if you could give us about a sense, as you think about the March quarter, if you think sell-through will be above or below or similar to the sell-in revenue that you're giving guidance for?
James Bjornholt:
Yes. So we are -- we do not really have a good process for forecasting what the change in distribution inventory is going to be. That's not how we used to run our business historically, you know that, and that's why we've given the sell-through information or end-market demand consumption historically. We really feel, as we said kind of in our prepared remarks, that distribution inventory is in a good position to support what end-market consumption is. So I think at this point in time, we've given a pretty broad range of guidance for the quarter of plus 2 to down 9, so that's probably the broadest range of guidance you've seen from Microchip in a long time and some of that is the unpredictability of what the sell-in versus sell-through is going to be.
Mark Delaney:
That's helpful. And then my follow-up question on the completed quarter, revenue and gross margins were above your guidance. Can you just give us a better sense for what enabled the company to exceed its guidance on those financial metrics?
Stephen Sanghi:
Well, do you want to take that, Eric?
James Bjornholt:
Sure. So, I mean, revenue was roughly 1% -- a little more than 1% better than our guidance was. And I think that's just kind of the puts and takes that we saw in the quarter, but it was good that we came in above the midpoint. And then on the gross margin side, we had a very favorable product mix in the quarter. We continue to really focus on cost reductions of our manufacturing areas. You know that we made quite a bit of changes in terms of any discounts that were previously given for the Microsemi portion of the business, on sales to distributors or contract manufacturers, and we're really seeing the benefit reflect itself in the gross margin today.
Operator:
We'll now take a question from Ambrish Srivastava from Bank of Montreal.
Ambrish Srivastava:
Maybe just take stick to the gross margin side. Your guidance is, on a Q-over-Q, that's a pretty big delta, but yet your margins are coming in a much stronger than what I would have modeled it. Could you just help us understand the dynamics there in the guided two quarters, especially in light of your inventory came down as well? And I'm expecting you're not building inventory in the quarter. And then I have a quick follow-up.
Stephen Sanghi:
Is your question that the gross margins are coming down, but the operating margins are not as much?
Ambrish Srivastava:
No. My question is gross margin are -- gross margin is coming in stronger than what I would have modeled given your shortfall in the revenues versus what the street was expecting.
Stephen Sanghi:
Well, I think the same reason why the gross margins were strong this quarter. We are getting an uplift from a lot of the discounts that were given to the distribution channel and contract manufacturers and others. And a lot of the business of that was moved to distribution from the Microsemi business, we have completed that conversion back to direct and, therefore, you take out the distribution margin hit. So all that is having a positive effect on ASPs and our margins. We are continuing to reduce cost in all of our factories. There is still a lot of Atmel products, which was outside. Every quarter, more and more of it is coming in. There is also some Microsemi product we're starting to bring in. Some of the expenses have been taken out from the manufacturing overhead in synergies. So we have a lot of moving parts and the product mix is very healthy.
Ambrish Srivastava:
Okay. Good. And then my quick follow-up, Steve, usually things don't turn around that quickly. And it's a small piece of your business. FPGA, if my memory serves me correct, it was kind of in the $320 million, $325 million run rate annual, and you posted $100 million quarter. What's going on? Is there, hopefully not a last time buy, but some design wins that are ramping?
Ganesh Moorthy:
Yes. There are no last time buys in FPGA that are driving that revenue. There has been feed zone for many quarters on some of the new products, the fourth and fifth generation of the FPGA products. There's some of the FPGA, which is exposed to markets like defense and aerospace, they have some quarter-ending budget that needs to be spent. But it's a stable, solid business and we see many, many good characteristics for how that can be continued to be built on. Quarter-to-quarter, we may have small changes, but our overall, if you look at annualized revenue, it's on a nice good growth path for us.
Operator:
We'll take our next question from Vivek Arya with Bank of America.
Vivek Arya:
So Steve, can you give us some color by end market, whether it's industrial or autos or consumer or communications, where you are perhaps seeing better or worse trends than what the midpoint of your March outlook would suggest?
Stephen Sanghi:
Ganesh?
Ganesh Moorthy:
Yes. Rather than going segment-by-segment, I think we have previously indicated that the automotive, industrial and consumer home appliance markets were weaker in the last quarter. Especially as we look at this in the guidance for this quarter, we're seeing the addition to that, the data center market, the communication markets have also started to have some softening that goes with it. So at this point in time, I can't pick any one of them to say this is the main reason why the strength is coming or the weakness is coming. I think we're seeing a broad-based weakness and even some which were stronger last quarter are less strong at this point in time. Defense and aerospace has continued to be strong. It could have some impact this quarter from the government shutdown and what impacts that may have, but that's all built into our guidance at this point.
Stephen Sanghi:
I think aerospace and defense is a market in its own. It's in its own space and it doesn't really follow the usual -- what happens in industrial, consumer and other. It's a very different business. We did see some impact from the government shutdown where we couldn't get certain export licenses processed and some programs were not released, but we kind of expect it to square up in the quarter and that really help any significant impact going out of the quarter. There is some impact of a budget flush and there's a lot of budget flush in September and December quarters where all these large customers, they have government budgets and they need to spend it. Otherwise, they use it or lose it. And so March quarter is sequentially down in that segment because of the budget flush.
Vivek Arya:
Got it. And for my follow-up, Steve, if we, let's say, do have a trade resolution in the next few weeks, do you think there is a potential for an inventory refill? Or do you think the industry is shipping to consumption right now, so we should not be modeling any better than seasonal quarters going forward?
Stephen Sanghi:
I don't know about how everybody else is doing, so I will just speak for Microchip rather than the industry. A settlement of trade would be a bonanza. Our customers and distributors are so cautious. There is low visibility. They're building bare bones what they need for the backlog from their customers. Nobody wants to get stuck with anything depending on what happens. If the trade talks are settled prior to March 1, this would be a big bonanza.
James Bjornholt:
Yes. Vivek, just to add to that, as you can tell from our last two quarters of actual results where our end-market demand was higher than what the sell-in revenue was, there's definitely a bleed-down of the distribution inventory and we don't think that the end customer is probably any different, although we don't get real data points on that.
Stephen Sanghi:
Yes. So we are not shipping to consumption as you said. We're shipping well below consumption.
Operator:
We'll take our next question from John Pitzer with Credit Suisse.
John Pitzer:
I guess, Eric, you said in your prepared comments, you made the comment that the guide for the March quarter on the revenue is wider than normal. Can you help me understand, to what extent is that just a reflection of how uncertain this environment is and to what extent is that just a reflection of having now to guide just sort of a sell-in revenue? And as we think about future quarters, is this now the right range of guidance around the midpoint you're going to give us or is this just wider because of uncertainty?
James Bjornholt:
I believe it is the combination of both, right? I mean, we haven't given guidance historically based on sell-ins. So this is new to Microchip and we don't feel that we have a good way to understand if distribution inventory is going to increase or decrease in a period. So that is a factor, but obviously the environment is very uncertain. So I can't parse it out in terms of what percentage is each, but I -- this is just a pretty broad range of guidance...
Stephen Sanghi:
Yes. So I think -- I would just say, maybe sticking my neck out a little bit, that over time, I think we will learn to have the guidance narrower. We have a very broad distribution. We do business with over 100 distributors around the world, which is not the case with many other semiconductor players that do business with largely 3 or 4 large distributors. We, as you know in the past, we have large distributors, which we call global distributors, we have catalog houses and we have nearly 80 to 100 distributors in China alone. So our distribution network is very, very broad. And to really figure out what everybody is going to buy, those are not the profits that we worked on in the past. We don't really care what distributor buys. We care about what distributor sells out and our processes take care of that. So we will get better at it very rapidly. We're not saying years. We're saying quarters. We'll get better at it and guidance will narrow. And the other impact is the uncertain environment. Once the environment gets more certain, I think we'll narrow it also.
James Bjornholt:
Yes, and I think another contributor factor is that the lead times are very, very short today, right? So backlog visibility is not great.
John Pitzer:
That's helpful. Then maybe for my follow-up, guys. I just wanted to go back to the gross margin, a couple of other questions were asked around that. I'm just kind of curious, given that, Steve, you mentioned you're undershipping demand today. In conjunction with sort of the slowdown at the industry level, you were also working through some excesses that the Microsemi business had when you bought it. I'm just kind of curious, how should we be thinking about utilization now? Have you done all the utilization adjustments you needed to? And I guess, more importantly, as business comes back and you benefit from increasing utilization and some of the more in-sourcing activities you're doing, how do we think about kind of that long-term target gross margin? Because relative to that 63% you've talked about, you're not too far away in what's a really rather lackluster business environment. Is 63% the right margin to think about or could it be higher?
Stephen Sanghi:
Good question, as always. Just to keep that question on the back of your mind, and I think as we get further, as we establish 63%, then we will assess further. Right now, especially Microsemi factories are significantly underloaded because we first corrected the distribution inventory, and then the internal inventories were much higher, the internal inventories from Microsemi that we inherited are a lot higher than really the level of inventory at Microchip. So we have a number of factories running at 50% capacity, a number of them are running something higher than that. So overall utilization is very low. But, I made this point last quarter, I think only about 10% to 20% of -- 15% of Microsemi business is done in the internal factories, that comes from the foundries. So from foundries, we have aggressively cut the starts and assembly and test loading to really bring that down rapidly at subcontractors. Internal, we have carried and the factories are running below capacity. And when the business comes back, we get some improvement from utilization from the internal factories but there were only 15% of Microsemi business, they're only probably 5% of our business, total, Microchip. So just be careful.
Operator:
We'll take our next question from Harsh Kumar with Piper Jaffray.
Harsh Kumar:
One for Steve and one for Eric. Steve, I wanted to ask about your comment about marking the bottom in March, a couple of other broad companies have said the same thing. But they are usually talking about either some sort of stabilization in the backlog or some kind of metric that they are watch and monitoring. I'm also -- when you make that statement, I'm also hearing sort of, Ganesh, in response to a question said, things are still getting worse in some of the markets. So I'm curious if you have any kind of tangible data in terms of either backlog or orders or something else you could point to. And do you think the China industry is sort of flushed at this point in time and that's we're basically shipping to true demand or maybe undershipping and that's the reason why you feel better about it? And then I've got a follow-up for Eric.
Stephen Sanghi:
Well, I would say some of the data center and other business you're talking about, they're also down somewhat seasonally and they're weaker seasonally because March quarter is weaker compared to September and December quarters in which year-end shipments happen. But I think the question you're really asking is, what gives us the confidence that the March market will mark the bottom, is that the question?
Harsh Kumar:
Yes, yes.
Stephen Sanghi:
Okay. So I think I would say we really can't present you enough data to convince you and we're not going to try. What we can tell you is that our current backlog for June quarter is about flat with the backlog we had for the March quarter on November 5, okay? So that may look flat. But then you have to look at after November 5, we had a bunch of holidays, Thanksgiving, Christmas and then Chinese New Year in the March quarter. There are no major holidays for June quarter. So starting with the flat backlog and going into the stronger quarters without the holidays, that's why we say barring any significantly negative developments on the trade negotiations with China, we believe that June quarter will strengthen or we're confident that it should not be sequentially down again. But the second point I would say, Harsh, is, and I don't mean this for all the analysts and for all the investors, there are lots of them that have followed us for a long time and believe the calls we make, but there are a lot of the others who don't. We have made numerous calls in the last 15 years or so for the business environment to turn negative and then turn positive. When we first make a negative call, first it is not believed, it's even ridiculed a few times. Then 3 to 4 months later, what we say gets confirmed and everybody goes down. Then comes the recovery part of the call, it is not believed either. As we go on the road over and over and over we get the question, what gives you the confidence, and we answer it. That is not believed either. So to my recollection, we have not been wrong in 15-plus years in calling the downturn, and we have not been wrong in the same time frame calling the upturn. That's what gives us the confidence. Like you saying your business, past performance is no guarantee of the future results. So we don't guarantee anything. So of course, our confidence is subject to some number of risks, but I think that's the narrative I'd like to explain.
Harsh Kumar:
No, that's very helpful actually. And then question for Eric was, how much free cash flow do you expect by your calculation to be available for debt payment in March? And if that's the base level number and we expect business to get kind of better so we can get an idea of what you're kind of going to be able to do hopefully going forward if nothing macro changes?
James Bjornholt:
Sure. We expect somewhere between a $175 million and $200 million of debt pay down in the current quarter. The last two quarters were significantly higher than that. I would say that we obviously are coming off where accounts receivable is down quarter-over-quarter. We had some very good help from some of our customers and some of our vendors in terms of payment terms and negotiating that, and really making significant progress compared to what our guidance was in the December quarter, but we don't really have those levers to pull in the current quarter. So I don't think I'd use that $175 million to $200 million as kind of an ongoing run rate. We do expect that it will get significantly better from this point forward, but we'll continue focus really all of our excess cash generation outside of the dividend on paying down debt.
Operator:
We'll go to William Stein with SunTrust for our next question.
William Stein:
Steve, I'd like to maybe take a different approach to the sort of cycle and recovery question. Acknowledging that you've tended to call these turns early and correct, I just want to understand what's giving you the confidence -- from the perspective of trade, we have this March 1 deadline hanging over us, and it sounds like you're providing us with some, not guidance, but some sense of demand post-March quarter that implies this gets resolved constructively. And I'm just wondering why you feel confident to do that? And then I have a follow-up, please.
Stephen Sanghi:
I don't know if that's what I'm saying. Actually, I'm saying very clearly that barring any significant negative developments from the trade front, that was the caveat in what I said. And what I also said was that I think with a month to go to March 1, I think the governments are making progress, there are positive signals coming out of the White House. You recall how negatively signals were coming out regarding Canada during one of the conferences, I think. And then all of a sudden, a week later it all came out good. So it's -- Trump had used that strategy in a way and then not those negative signals coming about China. So I think the progress must be good, but it's a lot of work to get done. And I'm simply saying, it's most likely that there's some positive announcement but the actual settlement gets pushed out further. The settlement gets pushed out further, the environment we're seeing remains. Our guidance assumes a fairly current environment continuing. And if that current environment continues, then June quarter is still better than March quarter.
William Stein:
Okay. One other question on the Microsemi integration. I know that -- I recall they acquired Vectron, a lower-margin business right before you acquired the whole company, and that was a -- they had never reported a quarter with that asset. And there were some other things in their portfolio that might not have met Microchip's, I don't know, view of a great business to be in. I'm wondering if you've made any portfolio adjustments, if you've closed any of their businesses so that we can think about maybe a different margin profile or growth profile when demand normalizes and all the inventory adjustments are made?
Stephen Sanghi:
We have not. We have not sold any of the businesses, we have not closed any other of the Vectron factories. We're running the business. You are correct that the business is at a lower gross margin. We're using our usual techniques. We are trying to improve the gross margins. We asked the management, they also -- Microsemi had to cut some expenses, and we have cut some. So the contribution to EBITDA is actually much higher than really what it was originally. But the gross margin, if you only focus on that, then the gross margins are lower. We have other businesses at Microchip where the gross margins are lower than our corporate margin. We have also many businesses that are higher, in the 70s and 80s. So at the end of the day, it's a mix.
Ganesh Moorthy:
If your question goes beyond Vectron. In the last two conference calls, we've also mentioned as part of our integration effort, we have reviewed every single business. And while there are many, many excellent businesses, there were some that needed improvement. And we have made adjustments in terms of level of investment we're making in those businesses to be better overall result for us as well. So -- but that's all largely behind us. At this point, as Steve mentioned, on Vectron and all the other businesses, we're working on improving what we inherited and making significant progress towards that.
Stephen Sanghi:
And when the factories come back to full production, as we take out these excess inventories, Vectron business will see substantial cost reduction through higher utilization in that factories, their numbers are going to start looking much better.
Operator:
We'll now take a question from Chris Caso with Raymond James.
Christopher Caso:
Just wanted to ask a question about revenue geographically. And I guess that we probably anticipate some of the weakness that you've seen in Asia that you talked about before. It look liked from the results that you saw a downtick in Europe also. Can you talk about that? And if there's anything specific geographically you're anticipating as you go into the March quarter?
James Bjornholt:
I can take that. So I mean, the in all geographies, we're down. We posted this on our website. So it's available for everybody to see and will be in our 10-Q filing. But all geographies were down. It is not unusual at all for the Americas and Europe to be down in the December quarter just because of all the holidays. And typically, we see strength from Asia in that time period prior to leading in the Chinese New Year in the current quarter. But I think all geographies were weak. This weakness was not just the China issue, it's just kind of spread across the globe. And in terms of forecast for the next quarter or the current quarter that we're in, we don't really break out the forecast by product line or geography.
Stephen Sanghi:
But I think directionally, March quarter, usually, our European business is strong, our China business is weak because of Chinese New Year, even in a normal time, we're also dealing with trade here, and the U.S. business is kind of normal. So I think directionally, it can have that.
Christopher Caso:
Okay. And just as a follow-up, the follow-up question's on revenue of linearity through the quarter and kind of expectations for March as well. And you mentioned last quarter that you saw a slight uptick, I guess, in the first month of the quarter. I presume that downtick towards the end of the quarter. And then how do typically see linearity as you go through the March quarter again taking in consideration the Chinese New Year holiday in the middle?
Stephen Sanghi:
Well, so I think the uptick we talked about in bookings in November call basically did not hold. I think you've heard from everybody that December was fairly weak. That's always the problem in making decisions based on very short-term data. And I said that earlier that our bookings have normalized very -- lately, we have even seen some strength. But don't take it to the bank yet, I'm not taking it to the bank. We have made the call today, at the midpoint down about 3.5% sequentially from GAAP-to-GAAP revenue. This does not include any dramatic improvement of bookings or improvement of trade or anything like that. I think it just assumes that the market stays in the doldrum.
Operator:
Our next question comes from Harlan Sur with JPMorgan.
Harlan Sur:
In terms of executing on the March quarter guide and maybe providing the team with a bit more confidence on the June quarter kind of qualitative outlook, historically, how much hinges upon the replenishment rates post-Chinese New Year? And when do typically get these signals? Is it two weeks, three weeks after Chinese New Year?
Stephen Sanghi:
So March quarter sometimes lands up very much depending on where that Chinese New Year falls based on the lunar calendar. Earlier the Chinese New Year, the better than March quarter usually lands up being because Chinese customers can go slow before that and they come back and then they see all charged up and ramp up their factories. So Chinese New Year is happening this week, which we will consider kind of early because it can be late February, it can even be fairly late. But it has been even earlier sometime in late January. But this is really early to mid. So this is good sign, and we will see what happens after Chinese New Year.
Harlan Sur:
Okay. No, I appreciate the insights there. I know you guys are waiting for the Gartner data, but just looking at the recent SIA data, the MCU segment was down about 4% sequentially in Q4 versus your MCBU business, which was down about 9% sequentially. I know you guys look at this data as well. Any reason for the big delta? Is it sell-in versus sell-through so not a fair comparison?
Ganesh Moorthy:
I think in any given quarter, you're going to find that the data is more noisy. It's easier to look at these on a four quarter rolling basis, and that's what we expect when we'll see the 2018 data. So there is no doubt in our mind we're gaining market share. But quarter-to-quarter, the numbers can be more noisy.
Operator:
Our next question will come from Gil Alexandre with Darphil.
Gilbert Alexandre:
From all that say, it seems that your 300 synergies is pretty good number looking for fiscal '21 or '22.
Stephen Sanghi:
So what I would say to that is we are ahead of the accretion target today. Just in some cases, we have pulled some of the synergies in, it had gone better in term of integration but we haven't revised the final number. The other major change that happened is that business environment recession that we're going through that we have not built into the forecast, nobody had anticipated it back then. It will depend on the shape of the recovery. If the recovery is fast like it has happened in some prior cycles, then we get back on that schedule. If the recovery is a lot slower and it's kind of the L-shaped recovery, it stays in doldrums for a year, then the schedule for achieving that may have to be adjusted. But I don't think we are uncomfortable with the number, total accretion.
Gilbert Alexandre:
So it really means that you get $8 non-GAAP earnings in fiscal '21 or '22, or you could?
Stephen Sanghi:
Well, you're putting words in my mouth. But that was our forecast then. And again, depending on the shape of the recovery, that is still our target.
Gilbert Alexandre:
Okay. And your long-term model targets stays the same as you made in March of 2018?
Stephen Sanghi:
Correct. I think state them again for everybody?
James Bjornholt:
So it is 63% gross margin, 22.5% operating expenses and 40.5% operating margin on a non-GAAP basis.
Stephen Sanghi:
Yes, thank you.
Gilbert Alexandre:
And do I need to be concerned that autos represent 17% of your mix?
Stephen Sanghi:
Autos has been a very good business and you shouldn't be concerned. We have just a tremendous funnel of the design wins in automotive for future and all that, significant entry into various electric vehicles around the world and autonomous vehicles around the world. So there's really no reason to be concerned. The issue in automotive market have been two. One is, Europe implemented a new emission standard for their diesel vehicle starting September 1. And all the agencies had a one year notice, they knew a year ahead of time, that the new emission standard was going to effect on September 1, 2018. September 1, 2018, came and there was no capacity. People kind of just felt sleep on the switch. So there were millions of cars taking away airport parking lots that can't be on the road because they don't pass emission standard. So that created a significant dislocation in the European car market, it's working through it, will take more time to work through all that. So that was one issue. And the second issue was the slowdown in China. China is now the largest automotive market, larger than U.S. and larger than Europe. And China is going through its own issues of slowdown and stock market crash and some of the people's wealth has been affected. So the China automotive market, all that will come back.
Ganesh Moorthy:
And Gil, if I can add one more point. The consumption of electronics going into cars continues to go up year after year after year. So -- and in many years, that consumption of electronics going up offsets any reduction in production as well. And so that's been the long-term trend and remain so.
Operator:
We'll take our next question from Kevin Cassidy with Stifel.
Kevin Cassidy:
Maybe just on the 32-bit micro traction that you're seeing. Can you just say what end markets it is? Maybe -- your discussion around automotive, maybe that plays into it. But can you say which end markets you're gaining the traction?
Ganesh Moorthy:
We're broadly represented in the 32-bit microcontroller market. The standard products are broadly represented in all the end markets, it's a ubiquitous product. I can't pick any one of them that's necessarily the one that's going there. But we've been coming off of a -- a being lower in the rankings. We're rapidly coming up the rankings. And as we do that, it has to come from all the different segments that we play in.
Kevin Cassidy:
Okay, great. Maybe is there such a thing as an upgrade from the -- your 8 and 16-bit customers going to 32? Is that helping your traction?
Ganesh Moorthy:
No, not at all. I think, the 8 and 16 bits are continuing to do well. And again, when you see the annual results for 2018, you'll see that all three segments as it was in prior years are doing well. The 32-bit, we have more capabilities that have come both organically as well as through the acquisitions. It's allowing us to play in a number of incremental markets that perhaps we couldn't get to a few years ago. And so I think the point of providing some color was there was a sense of perhaps 32-bit was still very small for us and we were just playing in 8 and 16s. Now 32-bit, at over $1.2 billion annualized based on the last two quarters, is a pretty significant portion of a $3 billion-plus annualized microcontroller market for us.
Operator:
We'll go next to Chris Rolland with Susquehanna.
Christopher Rolland:
Steve, so regardless of the SEC's opinion, this analyst supports you that the standard should be sell-through, for what it's worth. But in terms of a question, now that we're a few quarters into Microsemi, what has been the biggest positive surprise for you in terms of products and traction and demand for those products positively since you guys close?
Stephen Sanghi:
So I would say that we confirm usually a lot of positives after we close the acquisition. We don't usually find new positives because the management's always, those are the positive that's been out, and they're selling their company, so they're really not hidden positives. We usually find some new negatives that we may not have known or may not have fully understood or may not have been fully explained as you have seen. But on the positive side, we don't get surprises but we get confirmation. And here, as I said, we got a very good confirmation, the products are very good, customer sockets are very sticky in discrete military products, in FPGA sockets, in a lot of the analog sockets, in timing business and data center businesses. They're very good businesses, they're good sticky sockets, very complex products as well as very simple discrete product. So it has a range of products and very, very good engineering teams, very, very good work done. And I think we have continuously said that we feel very good about it. Business fits very well with Microchip. We have truly enhanced the ASPs and gross margins by a methodology of discontinuing the -- some of the discounts and all that. We brought the inventories to the right levels. Internal inventory, we're still working through. As we revamp the factories, I think they will have some more positive effect. So all that is very good. I think we feel good about where we are.
Christopher Rolland:
Great. And then on some of the PMCS products, whether it's optical or storage, given kind of the well-known storage slowdown trends that we've seen out there more broadly, and then some guys talking about a data center slowdown or hyperscale digestion out there, have you seen any of this at all? And have you seen that play into either optical or storage for you guys?
Ganesh Moorthy:
I think, built into our guidance for this quarter, as I mentioned earlier, it does reflect that there is some weakness in those two segments in communications and data center. It's not different from what others have been talking about as well. And we are seeing that in the Microsemi products that play into those segments.
Stephen Sanghi:
But I think I don't think anybody questions the strength of data center or communication market as a good market longer term. Any segment is going to go through inventory digestion and cycles. The question we were dealing with was, is Microsemi a good business? Is it the right direct acquisition? Is short-term cycle coming in? And having some hyperscale digestion for a quarter or two will not really factor into our decision. I think this will be a very good business long term.
Operator:
Our next question will come from Rajvindra Gill with Needham and Company.
Rajvindra Gill:
Forgive me if this question was asked because I'm joining late, but I was wondering if you can make a distinction between any potential trade settlement or trade agreement versus the actual deceleration that's happening in the Chinese economy. So meaning, if there is some sort of trade settlement, what impact would that have in the business environment? Or is it just maybe taking one risk off the table but the reality is that the economy is slowing down dramatically and the trade agreement would really more have a sentiment improvement but nothing really changing in terms of actual business? Just wondering if you could -- or if you -- maybe if you could just elaborate on that.
Stephen Sanghi:
So Raji, I think our assessment is that trade is the problem why Chinese economy is weakening so much. China has been the production center for the world. And as these trades came in, Chinese goods became more expensive and threaten to go more expensive, with $200 billion of Chinese goods getting 25% tariff, that's a $50 billion tax. So companies have moved production out of China to the extent they could, to the extend the product was running in two different factories and one was outside. But there is just not enough capacity outside of China to take all that outside. But there are lots of them in works. With the tariffs, Chinese stock market has taken a major hit. And Chinese consumers use the stock market as the cash machine to run their businesses and buy cars and buy stocks. So I think you cannot take the trade issue away from the Chinese economy. As the trade issue is settled, that is the boost that the Chinese economy will need. And then the people will have to think about do they stop taking factories outside of China or would the trade talk settle, all that effort stops. I can't know what would happen there. Is there a future risk? If there is complete removal of trade barriers, then I think nobody's want to do the work to move the factories outside. If the settlement happens where there's significant barrier on both sides, then all that will continue.
Rajvindra Gill:
That's helpful. And along those same lines, do you think there will be some sort of fiscal stimulus in addition to the -- if there's a trade agreement but a fiscal stimulus coming out of the Chinese government?
Stephen Sanghi:
I thought there already was one.
Ganesh Moorthy:
There are some small ones that have been done. But we don't have any inside knowledge of them.
Rajvindra Gill:
Post New Year? Post-Chinese New Year?
Stephen Sanghi:
I think there was one small one done. But I would think, yes, if there is a settlement in trade post-Chinese New Year, whenever Chinese economy has been weak, that's what they have done, stimulus for various things. That's largely predictable. And I don't know, I don't have a line to the Premier, but I think that's really what would happen.
Operator:
We'll take our next Janet Ramkissoon from Quadra Capital.
Janet Ramkissoon:
Just a question about China again. Have you -- could you comment on the business with ZTE in the quarter? Did you see a recovery there? And do you have any exposure specifically to Huawei?
Stephen Sanghi:
So ZTE had no restrictions in the quarter and our business was normal. I think we said in the prior quarter, there was some demand distraction where during the time, ZTE couldn't build a product. They lost some designs and competitor picked it up. And in certain cases, we got design with a competitor also; in certain cases, we did not. But ZTE business is kind of normal. The Huawei business is normal. There is a lot of talk about the U.S. indictment and their CFO has been detained in Canada. There has been no impact of any of that on the Huawei business yet.
Operator:
Our next question will come from Craig Ellis with B. Riley FBR.
Craig Ellis:
Steve, I wanted to go back to the issue of integration with Microsemi but approach it more qualitatively than quantitatively understanding that you're not changing any target at this point. So as we look at calendar 2019, can you just touch on what the key integration milestones are, objectives are, top 2 or 3, for sales items and channel management? And then the follow-up, I'll just hit it right now because it's similar. If we looked lower on the income statement at manufacturing and operating expenses, what would be some of the key issues you'd want to tackle this year in those areas as well?
Stephen Sanghi:
We're moving forward on a very, very wide beachfront, so pick one. When we bought Microsemi, Microsemi compiled their results on 21 different ERP systems, business unit by business unit, and then they are compiled, somewhat like a conglomerate. We -- the companies we have bought, we have brought them all into our enterprise system and ran a single enterprise system for years and years. With Microsemi, we have said, we're going to go down to two systems. I would love to go down to one, but the work was just too much. So we were 22, one of us and 21 of Microsemi. From 22, we'll go down to two. And we're making progress. We took one business in into our system on November 1. We took three on February 1. We have another 3-or-so planned for May 1. And then there'll be a cadence of these go-live every quarter. In another 12 to 18 months, we will consolidate. So that's a huge project with lots of synergy and accretion coming from that. The business units in terms of the marketing and design and pipelines and integration with our technologies and factories and all that is largely some done, some ongoing. Most of Microsemi parts are not going to come into our factories. Like PMC-Sierra parts, they run in foundries, and FPGA parts run in foundries, and they are going to come in inside. But certain products of other business units may come in, and that's an ongoing process. As far as sales is concerned, sales all work for a common sales leader. So that's already done. The biggest job in sales is cross-training and cross-pollinating. So a Microchip salesperson feel very confident selling Microsemi products, and in a total system solution gets all those designed in. And vice versa, a Microsemi person feels very confident with Microchip. With $4 billion company on one side, $2 billion company on other side, that takes some time. And that's progressing. And how we kind of make it work is really a -- is a team where you call on the expert from the Microchip side or the Microsemi side to make the joint call so you start to get your total system solution effect. And that, we're already getting. The reviews we see from various businesses in the Microsemi reviews, we see Microchip parts designed in, in the future boards and on the Microchip reviews, we see the Microsemi parts designed in. So that is starting to happen. But a lot more needs to happen.
Craig Ellis:
That's helpful. And on the last point, Steve, is that something that will bear fruit from a revenue standpoint this year? Or does that just put you in a position where you've got the design win and then you work through what can often be a 12 to 18 month gestation period before that design would go to revenue?
Stephen Sanghi:
It's the latter. The designs take about 9 months to 2 years to go to production depending on how complex it is. You could have a very simple, some discrete parts, et cetera, something that are designed in. There could be faster, but there are complicated parts which could be longer. So it's really, yes, there's a gestation period after you get the design in. You should see some revenue coming out of TSS in 2020, and then it accelerates from there.
Operator:
That concludes today's question-and-answer session. I'd like to turn the conference back to Mr. Steve Sanghi for any additional or closing remarks.
Stephen Sanghi:
Well, we want to thank everyone for joining this call today. And we'll be seeing some of you between now and the next conference call. On the road, there are various conferences we'll be going to. So thank you.
Operator:
This concludes today's call. Thank you for your participation. You may now disconnect.
Operator:
Good day everyone, welcome to this Microchip Technologies Second Quarter and Fiscal Year 2019 Financial Results Conference. As a reminder, today's conference is being recorded. At this time, for opening remarks and introductions, I'd like to turn things over to Mr. Eric Bjornholt. Please go ahead, sir.
Eric Bjornholt:
Thank you, and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the Company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today, as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO; and Ganesh Moorthy, Microchip's President and COO. I will comment on our second quarter fiscal year 2019 financial performance, and Steve and Ganesh will then give their comments on the results, discuss the current business environment as well as our guidance, and provide an update on our integration activities associated with the Microsemi acquisition. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release in this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I want to remind investors that during the quarter ended June 30, 2018, we adopted a new GAAP revenue recognition standard, which requires revenue to be recognized at the time products are sold to distributors versus our historical revenue recognition policy, where revenue on such transactions were deferred until the product was sold by our distributors to an end customer. We are not able to provide guidance on a GAAP basis, as we are not able to predict whether inventory at our distributors will increase or decrease in relation to end market demand, and this is not how we manage our business. As evidence of this uncertainty, in recent years, we have seen net inventory at our distributors increase or decrease by a significant amount in a single quarter. Our non-GAAP revenue is based on true end market demand in which we measure the revenue based on when the product is sold by our distributors to an end customer. We will continue to manage our business and distributor relationships based on creating and fulfilling end market demand. All of Microchip's bonus programs will continue to work based on the amount of revenue we earned from fulfilling end market demand. Therefore, along with the GAAP results based on sell-in, we will also report our non-GAAP results based on sell-through revenue recognition. I will now go through some of the operating results, including net sales, gross margin, and operating expenses. I will be referring to these results on a non-GAAP basis, using revenue based on end market demand, and expenses prior to the effects of our acquisition activities and share-based compensation. Non-GAAP net sales in the September quarter were $1.513 billion, just above the midpoint of our guidance, and up 24.4% sequentially from net sales of $1.217 billion in the immediately preceding quarter. We have posted a summary of our revenue by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were 61.7%, operating expenses were 23.4% of sales, and operating income was a record $579.3 million and 38.3% of sales. Non-GAAP net income was a record $454.6 million. Non-GAAP earnings per diluted share was a record $1.81, which was $0.07 above the midpoint of our guidance of $1.74. On a GAAP basis, net sales in the September quarter were $1.433 billion. GAAP revenue was impacted by a significant reduction in the Microsemi distribution channel during the quarter, resulting in Microsemi distributor months of inventory being down to 2.6 months. We believe at the current levels, the distributors are holding the amount of inventory needed to support end market demand, and that the inventory levels are in line with the levels maintained by our distributors for our historical business. GAAP gross margins were 48.1% and include the impact of $3.9 million of share-based compensation, a $184.4 million of acquisition-related and acquired inventory valuation and other costs, and $56.1 million impact from changes in distributor inventory levels. Total operating expenses were $586.6 million and include acquisition intangible amortization of $169.9 million, special charges of $18.2 million, $6.6 million of acquisition-related and other costs, and share-based compensation of $37.5 million. The GAAP net income was $96.3 million or $0.38 per diluted share and includes one-time tax benefits of $115.6 million related to a variety of matters including tax reserve releases due to audit settlements and statute of limitations expiring, tax reform and transition tax refinement, and intercompany restructuring of intellectual property. The non-GAAP cash tax rate was 3.5% in the September quarter, and we expect a similar rate for all of fiscal 2019. We expect our non-GAAP cash tax rate for fiscal 2020 and fiscal 2021 to be 5% or less, exclusive of the transition tax, any potential tax associated with restructuring of the Microsemi operations into the Microchip global structure, and any tax audit settlements related to taxes accrued in prior fiscal years. We have many tax attributes and net operating losses, tax credits and interest deductions that will keep our cash tax payments low. The transition tax for the combined Microchip-Microsemi Group is expected to be about $364 million, was recorded last fiscal year, and will be paid over eight years. We have posted a schedule of our projected transition tax payments on the Investor Relations page of our website. For GAAP purposes, we had a significant tax benefit in the quarter for the variety of reasons I discussed earlier. Moving onto the balance sheet; our inventory balance at September 30, 2018 was $836.7 million, including a $120.1 million of inventory mark-up from Microsemi required for GAAP purchase accounting [ph]. Excluding the inventory mark-up, we had 117 days of inventory at the end of September quarter, which was down two days from the prior quarter levels. Inventory at our distributors in the September quarter were 37 days compared to 40 days at the end of June. As indicated earlier, we believe that our distributors are holding an appropriate level of inventory to support end market demand. The cash flow from operating activities was a record $487.6 million in the September quarter. As of September 30, the consolidated cash and total investment position was $464.2 million. We paid down $501 million of total debt in the September quarter, and the net debt on the balance sheet reduced by $315.5 million. At September 30, our debt outstanding includes $3.1 billion of borrowings under our line of credit, $2.733 billion of Term Loan B, $2 billion in high-grade bonds, and $4.481 billion of convertible debt. Our net debt to EBITDA excluding our very long-dated convertible debt that matures in 2037, and is more equity like in nature, was 4.9 at September 30, 2018. Our leverage is higher than we originally projected, primarily due to lower EBITDA from the Microsemi business, driven by needing to correct distribution inventory levels through lower shipment activity in the month of June, as well as in the September 2018 quarter. As indicated earlier, we believe the distribution inventory correction for Microsemi is essentially complete. We are committed to using substantially all of our excess cash generation beyond our dividend payment to reduce our debt levels and we expect our debt levels to reduce significantly over the next several years. Our net leverage metrics are based on 12-month trailing EBITDA, which will continue to provide some headwinds due to the significant distribution inventory reductions which caused our shipment activity to be significantly less than end market demand for the past two quarters, as well as our guidance for the December 2018 quarter. Capital expenditures were $72 million in the September 2018 quarter, we expect about $50 million in capital spending in the December quarter, and overall capital expenditures for fiscal year 2019 to be about $230 million to $250 million. We continue to add capital to support the growth of our production capabilities for our fast growing new products and technologies, and to bring in-house more of the assembly and test operations that are currently outsourced. These capital investments will bring some gross margin improvement to our business, particularly for the Atmel and Microsemi manufacturing activities that we are bringing into our own factories. Depreciation expense in the September quarter was $47.2 million. I will now turn it over to Ganesh to give his comments on the performance of the business in the September quarter, and provide an update on some of the Microsemi integration activities. Ganesh?
Ganesh Moorthy:
Thank you, Eric and good afternoon, everyone. As I review our product line performance, please bear in mind that the September quarter has a full quarter of contribution from Microsemi, while the June quarter only had a month of contribution from Microsemi. This along with the fact that Microsemi revenue only maps into four of the six product line reporting categories we have, while in some cases distort the quarter-over-quarter comparisons of revenue by product line. Taking a closer look at microcontrollers; our microcontroller business was sequentially up 12.6% as compared to the June quarter. This benefited from a full quarter of Microsemi contribution in September as compared to a partial quarter for June. Our September quarter microcontroller revenue annualizes at almost $3.3 billion, putting us within striking distance in the next few years of the two industry players who are ahead of us in the 2017 microcontroller rankings. Our microcontroller portfolio continues to expand with several new product introductions, our roadmaps remain strong, and our designing funnel is robust. We see all these as positive indicators for future growth. We believe we have the new product momentum and customer engagement to continue to gain even more share in the future. Now moving to analog; our analog business was sequentially up 33.6% as compared to the June quarter. This too benefited from a full quarter of Microsemi contribution in September as compared to a partial quarter for June. Our September quarter analog revenue annualizes at over $1.75 billion, firmly in the Top 10 of analog semiconductor players. With Microchip 2.0 and our total system solutions approach, we expect to continue to grow and gain further analog market share. Next up is our FPGA business, which came to Microchip through the Microsemi acquisition. Our FPGA revenue hit an all-time record even after going back through the Microsemi and Actel [ph] history. Our low power mid-range PolarFire family continues to garner strong market acceptance with revenue more than doubling sequentially as compared to the end market consumption in the full June quarter. Despite being a new product category for Microchip, we are optimistic about the prospects for the FPGA product line based on the highly defensible markets and applications they are designed into, as well as the intense design win focus and broad-based market application and customer focus requiring. These requirements are very similar to Microchip's microcontroller business requirements, and therefore, we expect the FPGA product line will very nicely leverage our capabilities. Moving next to our licensing business; this business was sequentially up 40.3% as compared to the June quarter. We achieved an all-time record for our royalty revenue. Additionally, our results also benefited from the sale of a patent license for a specific set of patents that can be used in non-competitive fields of play. We did anticipate this patent license to close in the September quarter and included it in our guidance. We continue to retain indefinite rights for these patents for the fields of players that are of interest to us. Even without the patent license sale, the September quarter licensing business revenue was sequentially up from June. Let me share some background as to our thinking in regards to patent licensing. We have inherited a substantial patent portfolio from the companies we acquired over the last 10 years. Several quarters ago, based on licensing request we were receiving, our licensing business unit embarked on a strategy to monetize certain patents, which have value to players in non-competitive fields of play. In all cases, we retained rights to use these patents in our products as well. The first results from this monetizing effort is what we saw in the September quarter results. There is a second such patent license sale for a specific set of patents which is in the advanced stages of negotiation, and is included in our guidance for the December quarter. Investors should expect that the revenue contribution in the future from this effort will be a little lumpy from quarter-to-quarter. Our memory business was sequentially down 3.8% in the September quarter as compared to the June quarter. And finally, our MMO, which stands for multi-market and other business was up 90.7% sequentially as we had a full quarter of Microsemi contribution in the September quarter, as compared to just a month in the June quarter. On a combined company basis, which has a full quarter of Microchip and Microsemi, our second quarter fiscal of 2019 non-GAAP end market demand revenue of $1.51 billion was split across the six product lines we report as follows
Steve Sanghi:
Thank you, Ganesh, and good afternoon, everyone. Today, I would like to first reflect on the results of the fiscal second quarter of 2019. I will then provide update on our progress at Microsemi. I will then provide guidance for the fiscal third quarter of 2019. Our September quarter financial results were good. Our consolidated non-GAAP net sales came in just above the midpoint of our guidance that we issued on August 9, 2018. Our consolidated non-GAAP gross margin was strong at 61.7% of sales. Microchip classic, non-GAAP operating margin was an all-time record. Consolidated non-GAAP operating profit, including Microsemi was 38.3% of sales and near the high-end of our guidance. Our consolidated non-GAAP EPS was an all-time record at $1.81 and near the high-end of our guidance. There was a strong EPS contribution from both, Classic Microchip and Microsemi, the accretion from Microsemi exceeded our original guidance of $0.15 for the September quarter. This was based on non-GAAP revenue which is based on distribution sell-through and is representative of real market demand. On non-GAAP basis, this was also over 112th consecutive profitable quarter. Now let me provide you some update on the progress we have made with the Microsemi integration. First to distribution inventory; we had told you last quarter that we will complete a distribution inventory reduction in two quarters, September and December. I'm pleased to report that with a lot of work by the combined teams of Microchip and Microsemi, and in cooperation with the distributors, we almost completed the inventory reduction in one quarter. The distribution inventory at the end of September was 2.62 months, down from about 4 months prior to the closing of the acquisition. This level of inventory, we believe is the level distributors need to support end market demand and is in line with the level maintained by distributors for Microchip classic business. This was accomplished without any negative impact on distribution sales out, the non-GAAP net sales from Microsemi based on direct shipments and distribution sales out was an all-time record. Second is termination of deals; since closing the Microsemi acquisition on May 29, 2018, we terminated deals, discounts and subsidies that were used prior to the acquisition in connection with sales into distribution and contract manufacturers. For example, we can sell the Aero supply assurance program concerning sales into the channel of end-of-life product. At acquisition close, there was approximately $47 million of inventory in distribution under this Aero supply assurance program. We won't take any inventory back, but we will not ship anymore into distribution under that program. We also canceled the interest subsidy there was offered to some distributors to compensate them based on the inventory they have. We also canceled the production incentive program under which there was a discount offered to contract manufacturers to take additional inventory. Cancellation of this program has had no negative impact on contract manufacturers willingness to purchase the product they need. Finally, there with a number of OEM customers that were transferred to distribution and then the inventory shipped into distribution, this resulted in lower margin for Microsemi. As of today, we have transferred many of those customers that account for about $110 million of annualized revenue back to direct customers. So overall, we are pleased that we were able to reduce some Microsemi distribution inventory very rapidly. There was one business unit, called the high reliability discrete products business unit, where the inventory at the end of June was very high at 8.6 months. At the end of September, we had brought it down to 6.7 months. We are continuing to reduce the inventory for this business unit further. The shipments are now quite linear in the four quarters prior to being acquired by Microchip, about 57% of Microsemi's quarterly sell-in revenue were shipped in the last month of the quarter. In the September 2018 quarter, only 31% of sell-in revenue from Microsemi products were shipped in the third month. Now, next is Microsemi internal inventory. It is obvious that as we reduce the distribution inventory, the inventories that Microsemi would grow substantially unless we took corrective actions in the factories and subcontractors by cutting production targets. And that is what we did, fortunately, a very large amount of Microsemi business was done from wafer foundries and assembly and test subcontractors. We aggressively cut wafer starts at the foundries and loadings at assembly test subcontractors. Microsemi had several small fabs and assembly locations owned by Microsemi. We cut loadings in these factories quite substantially, some of them as much as 50%. We let go temporary workers in many of these facilities and implemented temporary plant shutdowns to control inventory. Microsemi did not produce a high percentage of their production site; so the gross margin impact was fairly small. We maintained over 61% overall gross margin for Microsemi, we believe that the underloadings of the factory has got somewhat counterbalanced by the discontinuance of all the discounts. But as I have said before, the results are going to be a bit noisy for a couple of quarters. At the end of September, the overall inventory -- internal inventory at Microchip, including Microsemi was 117 days, down two days from 119 days at the end of June quarter. So we did a great job in controlling internal inventories. Now, this may seem all too easy after the fact, but there was a tremendous focus and amount of work that went into reducing the distribution inventory. And at the same time, ensuring that our internal inventory does not balloon up. We have multiple joint teams from Microchip and Microsemi, some focused on distribution inventory reduction, others focused on controlling internal factory production and others managing reduction of foundry wafer starts and assembly and test loadings. So while addressing the inventory has provided some headwind on the distribution selling driven GAAP revenue, including sales to contract manufacturers, the non-GAAP revenue for distribution, which is based on sell-through has not been affected. I'm pleased that Microsemi business achieved a record non-GAAP net sales based on end market demand. The second issue we highlighted last quarter was extravagance. In this area, we have been moving aggressively to implement Microchip's frugal expense culture. We have shutdown the executive floor at the Microsemi headquarter building, canceled the private jet account, terminated or sold many of the sport's sky boxes, canceled golf and auto racing sponsorships and substantially pruned many memberships. As we reduced inventory and spending, Microsemi business has continued to do well. This was our narrative from the beginning that Microsemi has very good engineering teams and has very good products. The customers sockets are sticky and there are good end market opportunities for the combined company. Our strategy for the better part of this decade has been to buy businesses and turn them into world-class performers in the likes of Microchip. Here, we are starting with excellent products, excellent gross margins and excellent engineering teams. With the distributor and contract manufacturing inventory reduced and with Microchip's operating expense approach, we are optimistic about achieving our long-term targets for attrition from Microsemi. So far, we are ahead of our original targets. I also want to provide you one more figure. In the September quarter, we paid $501 million of our debt. This was accomplished by squeezing all the cash out of nearly 100 subsidiaries around the world. We could not have done it without the new tax law. Despite the large debt pay down in the September quarter, the debt leverage has not moved, though, primarily because the EBITDA has dropped, driven by lower GAAP revenue of Microsemi and also some softness in the Microchip classic business. I also want to provide you update on our Classic Microchip business, all of the issues that I highlighted last quarter, that was built into our guidance essentially came true. I had described four concerns. First, long lead times for some of the passive components. This issue did affect from sales as we expected, since the customers could not complete the whole kit. Number two, tariffs. While we were one of the first to highlight the risk of tariffs and trade war, this issue investor and analyst attention during the quarter for the whole industry. We saw a significant impact on our business during the quarter due to customer concerns about tenants and we saw a significant weakening of our bookings. We believe that tariffs and related customer concerns will continue to be an issue. Number three, ZTE. We saw some impact from not being fully able to ship to ZTE for both Microchip and Microsemi, despite the release from the Justice Department, there has been some demand destruction at ZTE. And number four, Bitcoin. Our bitcoin business has essentially evaporated, it was about 1% of our business, supplying microcontrollers and power management products for the power supplies, as well as Ethernet controllers. Now, I will provide you guidance for the December quarter. The guidance we provided for the September quarter, which reflected our caution on business conditions turned out in retrospect to be spot on and was a harbinger for broader industry weakness. We continue to be cautious about the outlook for the December quarter. We see weak market conditions for automotive and industrial, our two largest markets. Automotive business is negatively impacted by emission testing bottlenecks in Europe as well as weakness in China. The industrial business is negatively impacted by tariffs. On the other hand, communication, data center and aerospace and defense businesses are seeing strength. With all this commentary, we expect our total non-GAAP net sales to be down 5% to 10% sequentially. We expect our non-GAAP gross margin to be between 61% and 61.5% of sales. We expect non-GAAP operating expenses to be between 24.9% and 25.4% of sales and we expect the non-GAAP operating profit percentage to be between 35.6% and 36.6% of sales. And we expect non-GAAP earnings per share to be between $1.49 and $1.64 per share. Given all the complications of accounting for the acquisitions including amortization of intangibles, restructuring charges, inventory write-up on acquisitions and changes in distribution inventory, Microchip will continue to provide guidance and track its results on a non-GAAP basis, we believe that non-GAAP results provide more meaningful comparison to prior quarters and we request that the analysts continue to report their non-GAAP estimates to first call. With this operator, will you please poll for questions? [Operator Instructions] We'll hear first today from Christopher Rolland with Susquehanna.
Christopher Rolland:
Hey guys, great quarter in light of some of the headwinds that we're having here, and great update on Microsemi as well. So Steve, maybe you can just elaborate a little bit more on some of the end markets there. You had a little bit more detail than others did perhaps on auto, maybe talk about industrial as well. And then some bright points maybe within data center and comps, maybe that's your optical business that you might be pointing to, any more details there would be great.
Steve Sanghi:
If you look at the auto business, we highlighted two areas, one is, there was a new emission standard implemented in Europe, effective September 1. There was a 1-year notice on it almost from September 1 of the prior year, however, testing agencies couldn't build up the capacity to test all the car production. So there was a significant bottleneck for cars waiting to be tested which brought the European car production down. And the whole China economy has been weak due to various reasons, some incentives were taken away, the concerns about tariff in Chinese production and all sorts of other reasons, China automotive market has been weak. In the industrial area, the concerns are mainly tariffs, both driven by Chinese end products coming to U.S. which have a 10% duty today going to 25% in January. So there are a lot of people concerned about whether they will be competitive or not in selling products in U.S., and because of weak Chinese economy, industrial is weak in China too. The three markets which are doing stronger are; data center, communication, and defense and aerospace. If I take them in the reverse order, defense and aerospace, I think after years of drawing down defense spending, the defense and aerospace spending has been on the way up. And we are very broadly designed-in into essentially every single weaponry system, every single aircraft, helicopters and others; so that part of the business is doing well. The data center business, I think you probably have seen some other companies with higher exposure to data center, data center cloud, hyperscalers and all that, that part of the business has been stronger. So that business did well last quarter and is stronger relative to the automotive and industrial and other businesses. And third is the communication, I think we also see the communication business doing well.
Christopher Rolland:
And you guys have talked about this potential weakness that we're seeing from most guys out there in the market a little bit earlier, some however haven't guided for much weakness at all. Do you think that perhaps they're going to see it a little bit later and you might be working through this process a little bit earlier? And then, are there any signs of stabilization in late October or early November?
Steve Sanghi:
Well, we are not going to talk about what other companies have said or what may happen to other industry players. I think you should ask them. Regarding Microchip, we first saw some impact in June quarter. And what we were seeing in June based on that we had a fairly conservative guidance for the September quarter and most people didn't talk about it till the results for the September quarter. So we were four months earlier before we saw it. And that's not first time, numerous times in the past we have seen the impact of industry events about three, four months ahead of the others see it. And we seed early and we always end early. If we talk about the industry four months earlier, nobody tends to believe it, because nobody else is talking about it and you're not seeing it. And therefore we start talking about the industry, we just talked about some factors that were affecting our business. So it turned out we were correct again and everybody else saw it later. And now on the other side, we always come out earlier but whenever we tell you that, that won't get believed either because others are not seeing it yet. So we are not fully ready to talk about the other end of the cycle yet.
Operator:
We'll hear next from Harsh Kumar with Piper Jaffray.
Harsh Kumar:
Eric, I think you had cited a goal of 0.7 turns of delevering for I believe for this fiscal year. Can you maybe talk about if that gets impacted at all with this environment and currently based on what you're seeing? And also maybe one for Steve, and I won't ask a follow-up after this. Microchip was usually up in March, I think mostly MSCC was just all over the place. Maybe could you help us think about how we can think about modeling March just from your initial read on what you've seen in the business?
Eric Bjornholt:
Sure. So I'll take the deleveraging one first and then pass it back to Steve. But we made really good progress in terms of paying down debt as both Steve and I mentioned in our prepared remarks, we took down $500 million worth of total debt and on a net basis $315.5 million. So did a really good job there of using all the cash that we could to pay down debt. We will continue to use substantially all of our excess cash generations after dividends to reduce our debt levels. And we expect our net leverage to decline dramatically over the next several years. Now with the correction of the Microsemi distribution inventory having a significant impact on our EBITDA in the June and September 2018 quarters and then combining that with our guidance for the December 2018 quarter, our trailing 12 month EBITDA will have significant headwinds over the next year. And our net debt to EBITDA will not trend down as fast as we had indicated back in August, but this is a very good cash flow business, like I said, we'll continue to pay down debt, but in the current quarter we probably expect that debt paydown to be somewhere in $160 million range, a broad range should be $150 million to $200 million, but we'll have to see how things trend here over the next few quarters to give you a longer-term forecast.
Harsh Kumar:
Got it.
Steve Sanghi:
I'll pick-up the second question you had which was regarding the March quarter. So I remind investors that when we bought Atmel, it was not a small acquisition, either. Atmel was about 40% to half of our business. And after we integrated Atmel, we didn't understand Atmel's seasonality for a while because companies on their own, their prior seasonality was based on sell-in, however, they work for the distributors, the whole end market mix was different. And after we had Atmel for the entire year or more than a year, we fully understood the impact of Atmel seasonality on our business to be able to guide properly. Same is the situation now with Microsemi. We don't fully understand Microsemi's seasonality. We haven't had a March quarter where the Microsemi in it. And we do not consider the March quarter on a Microsemi's clot to be a meaningful indicator for us regarding seasonality because that business was managed with a selling driven mentality, with a significantly high distribution inventory, our guidance will be based on real market demand. And the end markets for Microsemi are quite different. They are stronger in defense, stronger in data centers, stronger in communication and almost no automotive, very little automotive and all that. So I'm not ready to talk about the March quarter in terms of guidance till we have some more experience on our belt in understanding their seasonality as well as being able to gauge the impact of the current correction when it is ending and how its impact would be in the March quarter.
Operator:
We'll hear now from Craig Ellis with B. Riley.
Craig Ellis:
I'll start with a clarification with respect to the strong performance on the Microsemi inventory cleanup in the quarter. Did that have a particular impact on any of the product segment revenues that you reported or was the impact spread about equally among MCUs, analog and other businesses?
Eric Bjornholt:
So, it really did not have an impact on the sales-out activity that Ganesh talked about, breaking out by product lines. So it was really just more of correcting the inventory sitting in distribution. So I don't think there was really any end-market impact from the actions that we took.
Steve Sanghi:
We basically, we haven't broken out the sell-in data by product line. We only have broken out sell-out data by product line and that did not change based on lowering the sell-in and cleaning up the inventory.
Eric Bjornholt:
Yes. So, I mean, we have the sell-in data in our public filings and in our 10-Q, but that doesn't really give you an indication of where the distribution inventory drain was by product line.
Craig Ellis:
There were a couple of references to accretion and I just wanted to clarify, what was the exact amount of Microsemi earnings accretion in the quarter? And Steve, are you retaining all the prior synergies and accretion targets, the $300 million in synergies as well as the $0.75 plus in year one, and $8 and I believe fiscal '20 earnings?
Steve Sanghi:
Yes, we're not breaking out the exact numbers of Microsemi attrition because we kind of managing it as one company, but we gave you anecdotes that the accretion in the September quarter was higher than the $0.15 for the September quarter, we had originally guided. And we feel very confident that going out of the first year, the accretion will be higher than the $0.75 that we guided and we remain committed to a longer-term accretion of earnings per share of $8 that we guided before. This is a short-term impact based on this business cycle environment, whatever one, two, three quarters at last, it doesn't really have a long-term impact over a three, four years because usually the bounce back, will get you back to where you were.
Operator:
From SunTrust, we'll hear from William Stein.
William Stein:
First, really more of a housekeeping one. The share count was a little lower than expected in the quarter and in the outlook. Is that just owing to a share price and the treasury method accounting for average shares in the quarter? Or is there something else going on there?
Eric Bjornholt:
No, that's exactly what it is. We post a schedule on our Investor Relations page under supplemental financial information that walks through what the share count approximately would be based on various prices. As you know, we have several convertible debt instruments outstanding and the share dilution from those has gone down with the stock price falling.
William Stein:
And the other is to address the GAAP to non-GAAP revenue adjustment. I think it was $81 million in the quarter. You noted that the channel inventory from Microsemi now approximates the sort of heritage Microchip business channel inventory. So it sounds like maybe there is little bit more work to do, but it's mostly done. And so, while I understand that just the inventory is going to fluctuate somewhat quarter-to-quarter after this $81 million delta that we saw in the quarter you just posted, going forward, should we expect this number to sort of fluctuate around zero or average around zero over time? Is that the right way to think about it?
Eric Bjornholt:
I'll take a stab at answering that and then Steve or Ganesh can chime in. So, we're really pleased with the progress that we made in getting the Microsemi just the inventory down to 2.62 months, which is right in line with where Microchip has been historically. We really are not able to project what distributors are going to do, some of that is going to be based on environment, it's going to be based on working capital needs, it's going to be based on lead times, there are so many things that factor into it. We have 120 or so distributors that we work with worldwide. We don't manage our business in a way where we get that type of visibility from them and really we're driving for end-market demand forecast versus sell-in. When it surprise me in an environment like this, that distributors are going to be very tight with our working capital. But again, for us to be able to provide any sort of forecast of what it's going to do is quite difficult and we don't feel we have capability to do that. Steve, do you want to add anything?
Steve Sanghi:
What I would add is, we do not put any effort into managing our business to put the inventory into distribution. We put our entire effort into creating market demand which pulls the inventory out of the distribution and then allow the asset managers of the distribution to buy the product they need to serve the end market demand. So as the quarter is approaching, the quarter-end is approaching, we don't look at sales out is this and sell-in is this and we got to go make another $10 million of deal. So sell-in is lower than the sell-out or to hold back product because it's going to go up or lower. We don't manage both of those numbers. We only manage one number which is sales out. And like I told you last quarter, the standard has changed, the GAAP standard is sell-in. I told you that before we disagree with it. But we have to report a GAAP sell-in number which we do, and we'll continue to do it. But all our measurements, all our bonus programs what Board manages us is to a market demand driven number that we report as a non-GAAP revenue. And sell-in would be whatever distributors want based on their own asset management, their cash flow needs, lead times, there are hundreds of things go into what they do with their inventory. And we don't manage that.
Operator:
We'll hear now from Craig Hettenbach with Morgan Stanley.
Craig Hettenbach:
Steve, understanding, you don't want to talk about the March quarter and seasonality yet, just for the core business, your commentary about kind of cautious into December, what type of signals are you looking for in terms of distribution, our customers in terms of how far along we are for the correction here?
Steve Sanghi:
Well, we interact with a large number of customers and distributors over the course of this quarter. And based on that collective engagement with hundreds, if not thousands of customers in all three geographies, US, Europe, Asia, we will have an assessment by the time we announce the December quarter results, which will be in early February. If there is a meaningful information that developed before that and gives us enough data points that we can kind of make a call, then we'll use the opportunity at one of the conferences to make comments on it. But fresh coming from the elections yesterday with 1% of precincts reporting, we cannot make the call on the election.
Craig Hettenbach:
Understood. And I appreciate the color on the end markets, where you're seeing strength and weakness, any thoughts on consumer appliances, because that's the market that we've seen some potential slowing in China as well, do you have any thoughts there?
Ganesh Moorthy:
So that part of the business appliance consumer part of the business is weak also. I cannot put it in the industrial. People who make wave conditioners and appliances and that's kind of industrial kind of business, you may call it consumer, but yes, that is we call so.
Operator:
From Stifel we will hear from Kevin Cassidy.
Kevin Cassidy:
With reference to China, have you seen any change in behavior on new designs where -- maybe because of the tariff and trade war if there's preference for non-US microcontrollers as an example, rather than Microchip?
Ganesh Moorthy:
We haven't really seen a lot of impact in reality. There is lot of talk about it, but it's not changing the funnel size in any way, partially because very large portion of Microchip business is proprietary, such functionality with such low power or such features or performance for that really is not available in any local kind of Chinese parts, which are really fairly low end. So I don't think we have seen any meaningful difference in the funnel size or design activity. There is a lot to talk about it.
Steve Sanghi:
Yes. And maybe I didn't understand the question directly, but tariff impact on our products directly is very, very small, right. It's the products that our customers are building with our products where the tariff applies. So I think it's probably too early for us to see any real impact on the design side, Kevin. If they were to use the Chinese microcontroller or analog part to build their end product appliance or washers and dryers whatever that will have duty also coming in here. So not designing a Microchip product does not abate the duty coming into US. And that is a bigger impact.
Kevin Cassidy:
Right. It's just more whether it's going to anti-US, view in the design point of view, even if it's an STMicro [ph] something from Europe, rather than the US-based, that's what I was trying to get.
Steve Sanghi:
I think your question is the right one and we hit that, but like I said, fortunately we're not easy to design up.
Operator:
We'll hear next from John Pitzer with Credit Suisse.
John Pitzer:
Steve, relative to the industrial weakness should calling out tariffs. I know this is probably an impossible question to answer, but I'm going to ask your opinion anyhow. To what extent do you think customers are reacting to the 10% tariff that's already been levied? And to what extent do you think that they're actually trying to be anticipatory to the raise to 25% come in the beginning of the year, I'm just trying to get a sense as to whether or not you think there's another sheer to drop or not? And then my second question, you did a great job kind of talking about the distribution inventory at Microsemi. I'm kind of curious about direct customer inventory. What did you see as the quarter unfolded? Was there any meaningful adjustments you needed to make there those behind you and to the extent they might be behind you, could there be a potential tailwind which I think you referred to on the last conference call once this inventory depletion was done.
Steve Sanghi:
So let me take the first one first, which is a tariff question. So what's happening is as the percentage tariff and the products which are -- we've tariffs on keeps moving, it is kind of creating waves in customer sentiment. Originally, back in June-July time frame when there were some tariffs ready to go on in August, some people will try to get ahead of it, build the product, so they bring it to US and avoid the tariff, others will hold back production, they want to draw down their inventory, because they don't really know whether they'll be able to pass the tariff to the customers or they will agree that entire tariff. So it kind of create some waves both ways and that was for the 10% tariff. And through the quarter of September, customers were essentially cutting down production, drawing down their inventory, because they felt that it will be uncompetitive passing on the tariff to US customers who had a choice to buy the product made in Taiwan, made in Singapore, made in Vietnam, made in Mexico or wherever. And now, very recently we're hearing the talk that the expectation many of the customers had was heading toward the elections, the whole thing we're going to get settled. You may recall at the UN, Trump was talking so bad about Canada that Canada was cooperating and all that, and there may be an agreement with Mexico only. One week later they signed an agreement announced the agreement with Canada, so the thought was similarly few days before the election there will be settlement with China and so kind of people who are holding back. Well, that didn't happen. And now the feeling is I don't think the settlement is closed. So now some of the customers are thinking tariffs are going to go to 25% and we should pull in and built some of the stuff and bring to US at 10% tariff and then bringing to 25%. So you could see that the waves moving all over the place and 50,000 customers we might have in China, not all aligned. It's very noisy, it's very hard to make decisions and we had lead times are short and we're responding to every customer and they're signing as we see it. So I don't know if that answers your first question.
John Pitzer:
No, that's helpful. And then just on the direct customer inventory situation of Microsemi?
Steve Sanghi:
On the direct to customer, the inventory we saw on the direct customer side was with contract manufacturers, because contract manufacturers is considered OEM business, it's a direct business, it's not through distribution. There was really not much inventory in the direct customers that we saw. And we wouldn't know it either, I mean, you don't know every customers inventory, but the way the deals were made with the discounts were given were to the contract manufacturers under a program called Production Incentive Program; so we can fill that program. And as we cancel that program, contract manufacturers only started taking what they need for their needs and they drew down their inventory.
Operator:
[Operator Instructions] We'll hear next from Chris Danely with Citi.
Christopher Danely:
Steve, I know you're not going to comment on March seasonality. If hypothetically speaking if March revenue was down, would you be able to keep OpEx flat to down ?
Steve Sanghi:
Well, we definitely will have the March OpEx down, not even flat to down, will be down, because we are still continuing to reduce Microsemi expenses as we do integration. And if March quarter is down as we're supposing, bonuses would be lower, so bonus approval will be lower. Yes, so I would say in that situation, March expense will not be flat, they will be down.
Christopher Danely:
And then for my next question, any sort of comparisons on this correction versus previous corrections? Are you seeing anything in common or this completely new?
Steve Sanghi:
Well, I think that's more of your department than and mine, but...
Christopher Danely:
I'm just newest as you...
Steve Sanghi:
In 2015, we saw this impact, I believe in August-September time frame. And we made a call I believe in late September time frame that we see China slowing down. It was driven by China and nobody else was seeing it and by -- and then when the numbers came out and numbers were cut, and they were cut again and everybody was down as much. And most stocks went down lower than they had gone down that day when we had made the call. So everybody was about four months behind. Same thing is happening this time. I think we saw that impact three to four months behind everybody else, so that is common. But what's driving it today versus what was driving it back then, I think the reasons are a little bit different, tariffs, maybe lead time becoming shorter, some are same, some are different, tariff is a new phenomenon.
Operator:
We'll hear now from Vivek [ph] of Bank of America Merrill Lynch.
Unidentified Analyst:
Steve, for the first one, can you give us some more real-time sense on production plants? Are you still looking to reduce them further versus seasonality or do you think they have kind of stabilized at these levels?
Steve Sanghi:
So if you look at Chris Danely's question, you have to make an assumption on March. We cut back production quite a bit, with that, the internal inventory is in good control. We actually -- internal inventory went down by a couple of days. So, if the business is stable from here, if this quarter marks the bottom, then factory start building back slowly. If there is a further downside, which was an assumption possibly Chris was making -- I don't know if he was making that assumption, then you have to adjust to the reality.
Unidentified Analyst:
And on the OpEx side, if my math is right, so you had $354 million on non-GAAP OpEx in September, I think December, you are guiding to $352 million, so kind of a flattish. Why are we not seeing more cost synergies? And -- or does it just mean we will see them later on?
Eric Bjornholt:
Well, we took a lot of costs out early. I think if you were to combine the Microchip and Microsemi models from back in March or even a year ago, you're going to see that significant expense has been taken out. And that doesn't mean that there still not more to come. But I think we're actively managing that. Our OpEx came in significantly lower than our guidance for the quarter that we just completed. And we're managing based on the environment that's presented to us and I think we're doing a good job of that.
Unidentified Analyst:
And just one quick housekeeping; I think, Eric, you said tax rate under 5%, I believe in the past it was between 3% to 4%. So, just for modeling purpose, should be more like 3.5% or 4.5% for the next one or two years? Thank you.
Eric Bjornholt:
Well, when we gave a 3% to 4% before, that was kind of the short-term and we've got now questions coming in, in terms of what it's going to be over the next few years. And it's not a perfect science to forecast this but under 5% or 5% or less is where we're at today, it's not saying it can't be 3.5% but that's a pretty tight range.
Steve Sanghi:
I think you're modeling 100 plus subsidiaries around the world and varying tax rates in various countries and interest payments and deductions and all these taxes and it should kind of average of all that, it's not a perfect sound, so it can change based on mix.
Operator:
Moving on to Mark Delaney with Goldman Sachs.
Mark Delaney:
The first question, I was hoping you could help us better understand some of the trade-offs that you've made with Microsemi's business now that you've had it under your wing for a longer period of time. It sounds like there's been several efforts taken to improve gross margins and I think that business had run in the low 60s on a stand-alone basis. With all the changes, some of the product pruning and that changed things along those lines, do you think it gets to above that 63 range that you're guiding for on a combined basis or that were just toward that higher end once the utilization rates normalize? And related to that, maybe you can help us think about, has there been any share shifts or the size of product pruning that you may have done given some of these changes that you're making to the business model?
Steve Sanghi:
I think, Mark, one mistake most people make in looking at Microsemi gross margin is that day-to-day acquisition of a company called Vectron which closed in late November, early December timeframe. It had gross margins in the mid-30s and was $100 million revenue. And so, its impact was really never seen by investors in a non-GAAP basis. December quarter was fairly short just one month. And then March quarter, we announced the deal on March 1. So March quarter was really never fully announced based on a non-GAAP.
Mark Delaney:
They filed the 10-Q?
Steve Sanghi:
Yes, they filed the 10-Q.
Mark Delaney:
But didn't have a conference call…
Steve Sanghi:
But didn't have a conference call. So you wouldn't really know the non-GAAP margin taking away all these charges and everything else that acquisitions do. So Microsemi gross margin wasn't 63% driven by all those acquisitions margin was below 60%. And so we have already improved some and we'll continue to improve the gross margin, but looking for the gross margin to go over 63% would be quite a stretch right now.
Eric Bjornholt:
Yes, so we -- as you said, have margin improvements programs that are in place and we still have confidence in the combined long-term model of 63%, this last quarter, we were at 61.7%. So it's not like we're light years away from that but --
Steve Sanghi:
We got to get the factories to full production again because of the inventory correction as you ship less to distribution, all that inventory stays in house unless you cut production, so we did. And we take the under-absorption in the current quarter, we don't put it into -- we don't capitalize it into the inventory. So as the production starts going back, you will have some accretive effect on gross margin.
Mark Delaney:
For the second part of that question, obviously there is a different focus on the types of businesses Microchip will be participating with there, but can you just help us think about the scope of revenue that you may not participate in any more either because you're focusing on -- and there are set of product lines, any share shifts that we should be contemplating things along those lines, so we can think about the right revenue run rate for that business once we adjust for some of these inventory dynamics that have gone on the last couple of quarters?
Steve Sanghi:
We said that before we are going to keep and we like all the businesses. The combined Microsemi all businesses together, P&L is very good. There are product lines which are lower gross margin, there are product lines which are higher gross margin than average, there are product lines that grow less than average, there are product lines that are growing more than average. Microchip classic is no different. Our gross margins are lower in certain Microchip businesses but mix and match overall gross margin is excellent and that is the case with Microsemi. Every business is accretive and we're not going to offload a business just because it's a lower gross margin than the average. If it's accretive and growing and adding and providing additional attach is a part of the total system solution. So if all the other things are working, then it's a good Microchip product.
Eric Bjornholt:
And every business unit leader that we have is tested and not just growing the revenue but improving their gross margin and operating margins over time. And within the Microchip system, we work together to make that happen.
Operator:
We'll move next to Krysten Sciacca with Nomura.
Krysten Sciacca:
I just wanted to follow-up on the OpEx question from before. It looks like the OpEx from this quarter came in a little bit lower than expected. And I'm just wondering if that was just due to better than expected execution on synergies or was there something else, going on in the quarter there that we should be thinking about?
Steve Sanghi:
There was nothing else going on. Although, we would say that since we saw the effect of this downturn coming much earlier than anybody else, we hunker down earlier. We can sell majority of the open wrecks, we cut back on capital, we canceled firm orders that we had in capital to the extent we were able to cancel them and that's we slipped them out. We hunker down and we kind of batten down the hatches.
Eric Bjornholt:
We ask our employees to treat the spending as if it's their own money and do that on a global basis and it has very good results. So I think Steve is right. We just got out ahead of this quicker.
Krysten Sciacca:
And then just moving to the inventory question from Microsemi and how you completed that about a quarter earlier, then you stated on the prior call for the most part. What exactly caused that faster, that correction to happen faster than expected? Was there something in particular that Microchip did, or was it just better end demand, or what was kind of driving that for us?
Steve Sanghi:
I think, especially when you buy new business, you're in lot to learn for that business. You're getting to know the people that are concerned with employees regarding what Microchip could do with various businesses. Let me get this in, various analysts write about various businesses that we will sell out, we should sell; and I always ask you please don't do that because you create problem for us. The employees of that business read those reports and they get concerned that their business is maybe sold or not get focused on. And we have said that we're going to keep all the businesses, but every time you look at, some analysts will make this speculation why data center business doesn't fit with Microchip or Opto business doesn't fit with Microchip or something else doesn't Microchip; all that does is creates concern for our customers and creates concern for our employees. So what I'm saying is; we are working very hard on all these items, learning the businesses, keeping the customers at peace, talking to the employees, learning the inventory, and when such a large challenge comes up like the inventory, then it just takes an enormous amount of energy forming the teams and focusing the teams to go clean up the inventory. It also depends on how in the mix that inventory was. If that inventory was highly out of mix then you have to continue to ship additional products for which there is demand, and if there is lot of slow moving inventory that we call sludge, then that will take much longer time. And in certain business units, the inventory was in good mix, in certain other business units, inventory was not as good of a mix. So basically, huge amount of work, the combined teams are working together, creating a goal for everybody to clean up this inventory faster than the two quarters we guided to and I think that's where we are. And also working and getting cooperation from the distributors. It's just lot of groundwork, there is not much magic there, it's just a lot of hard work.
Eric Bjornholt:
Yes. And as Steve mentioned in his prepared remarks, there is still a business unit or two, that's inventory is higher than we'd like it to be and it will come down overtime. And there may be a business unit or two, that's inventory is too low, and these things kind of balance each other out. So we think at 2.6 months, we're in a very good position today.
Steve Sanghi:
And in this business unit, number one, the inventory is very high over 8.6 months. Clearly, there was a lot of excess inventory and when you build that much inventory, then inventory also tends to age and gets out of mix, we shipped such a high amount of inventory and customer demand shifts. So lot of the inventory then becomes very slow moving and takes time to correct.
Eric Bjornholt:
I guess I'll give kudos to all the business units that were involved, the sales and distribution organization, our distributors, the planning folks, that goes with this, just -- it was a very large team, and everybody did a good job of executing.
Steve Sanghi:
There was also $110 million of product that we shifted back from distribution to direct and customer-by-customer and distributor-by-distributor, whichever the pair was, the distributor shipping to customer, you had to go -- work that relationship and convince a customer and convince a distributor, distributor going to lose that business to direct customer will ship it directly, makes sure distributor cleans out their inventory, so the new business and Microchip ships and creating accounts for those customers, receivables, learning where the product has to be shipped some places, sometime it goes into hubs of distributors, sometimes there are multiple locations, all that challenging task by the shipping teams and marketing teams and sales teams; it's just purely a guess when we first talked to you regarding how long would it take. I have to tell you two quarters and get it done in one quarter, rather than tell you one quarter and takes two quarters.
Krysten Sciacca:
Understood. Thanks, guys.
Operator:
From Raymond James, we'll go to Chris Caso.
Chris Caso:
Just a question with regard to customer inventory levels, and I'd say, it's probably more pertains to the Microchip classic business. How much of the slowdown that you're seeing now, do you attribute to some of the demand function, issues that you talked about as opposed to just customers holding too much inventory and typically when we've seen the slowdowns in the past, it's some combination of the two, do you think about it any differently at this time around?
Steve Sanghi:
Well, when customer buys less product, you're unable to differentiate whether that's a purely inventory correction or his demand is slower. It always tends to be a combination. If you're building a 100,000 widgets a week, then you have certain amount of inventory at you're loading dock, in your factory floor, some in raw material, some in work in process, a certain amount of inventory. If your demand drops, because of your tariff concerns, let's say, you only want to build a 90,000 widgets, then the entire inventory in your structure divided by 90 is going to become more weeks of inventory than at 100. And then when you draw it down, you could call it inventory correction, you can call it because of the lower demand, I don't know how you separate it.
Chris Caso:
Understood. As a follow-up, if you could talk about the linearity of your order rate as you proceeded through the quarter and into October. And I assume that that the order rates have slowed down since we last spoke in August, but have they sort of step down to a certain level and then stabilize that level given the uncertainty about tariffs and such, you spoke about or did they continue to worsen on a month-on-month basis?
Steve Sanghi:
The order rate slowed down and stayed pretty constant at the lower level and have recently bounced back, partially because lead times are fairly short, so they got to place the orders for December and January. They don't need to place orders for next June, but they do need to place the orders for the next quarter. So the order rate, as you said, slowed down, but has recently bounced back up.
Chris Caso:
In the month of October?
Ganesh Moorthy:
In the month of October, yes.
Operator:
We will hear next from Vijay Rakesh with Mizuho [ph].
Unidentified Analyst:
Just wondering on deleveraging, how you changed, are you accelerating that? What's -- how are you looking at that?
Eric Bjornholt:
So I tried to answer that on an earlier question, but essentially our deleveraging is going to be at a slower pace than what we had originally guided to the Street. We've got headwinds of very low EBITDA in both June and September, due to discretion inventory reduction. We were having a down quarter this year at the midpoint of guidance. We're going to be down 7.5%. And that just have an impact and is going to stay with us now for 12 months, because this debt calculations or EBITDA calculations are all 12 month trailing. So the cash flow from the business is going to be high, but if you look at our accounts receivable balance, it's down $120 million quarter-on-quarter, and that translates to cash. So it's going to take us some time, but all of our cash, really all our significant cash in excess of what we need to run the business and pay dividends is going to be used to pay down debt. And with that, we will reduce the debt balance, but the EBITDA is going to be something that sticks with us for the next year.
Unidentified Analyst:
Getting fast some of the near-term tariff issues, the lack of visibility into the March quarter and first half, let's say, any thoughts, concerns on microcontroller has been, especially as you look at automotive where does content go? And just wondering -- just want to get your thoughts on how you look at that? Thanks.
Steve Sanghi:
Ganesh, you want to take that?
Eric Bjornholt:
Ganesh, had to run to catch a flight.
Steve Sanghi:
Oh, he had to catch a flight. So I think we are not concerned about the long-term prospects of microcontroller, analog or any of our businesses. Our fundamental frame is being able to sell total system solution into a customer socket, whether it's automotive, whether it's industrial, with microcontroller, analog connectivity products Wi-Fi, Ethernet, Bluetooth, LoRa. And now where there are lots of Microsemi products, including discrete products, FEPS and diodes and RF and other products. I think, there is fundamentally no concern about long-term Microchip, and the design win funnel and all that, are very, very healthy. I think, we're just talking about this impact, some from the tariff, and some from the slowdown in the business. You could go back, there was an earlier question, how it is different, or same as the 2015 cycle? And in that 2015 cycle, some of the assumptions were, like this thing is over. The industry just goes away, and all these things don't get designed in, and you can see how the business bounced back, and we had record quarters and record years and outstanding market share gains and everything else. So there is no long-term concern here, it's a short-term.
Operator:
We'll hear next from Harlan Sur with JPMorgan.
Harlan Sur:
Maybe just touching on some of the pockets of strength in the business. In aerospace and defense, it's obviously very sticky, very high profitability segment; it sounds like near-term it's kind of doing well. In order for you guys to sort of take advantage of this very profitable area, how much effort is required to get your MCU and analog products Mil/Aero, Rad Hard qualify, is there a lot of work to be done here? Or is the core Microchip team already engaged in cross-selling?
Steve Sanghi:
So there is a lot of work underway. There was a small aerospace and defense business that we have acquired as part of the Atmel acquisition which was headquartered in France. And they did business largely with French aerospace companies, and didn't have any market share in U.S. And after acquiring them, in the last year and a half or so, we've been putting efforts, we expanded the charter to take Microchip standard microcontroller, analog and memory products, and make them Rad Hard, recharacterize them to the needs of military and aerospace with broad temperature ranges and all that. So all that work has been underway for the last two year or so in militarizing our products. Microsemi brings even just a much, much higher level of expertise in that area, and about 10x to 15x larger business than Atmel had in aerospace and defense. So in our integration, we have combined the Atmel's aerospace and defense business together with the microspace, aerospace and defense business as one business unit. And that business unit is accelerating, taking Microchip products to market in that segment. So that effort is about a year old, and is really getting significant boost right now. But we're not shipping core Microchip products in military for revenue today. Any Microchip products going into aerospace and defense sector, are still standard commercial products that are bought from distributors, and just kind of use standard commercial product. In some non-sensitive applications, aerospace and defense is allowed to use standard commercial products. The military products, rad-hard products, is an effort under way, but it's not making revenue today.
Harlan Sur:
And then in the FPGA segment, you guys drove record revenues, obviously the Microsemi team built a strong Mil/Aero leadership franchise there. And I think Ganesh talked about some of the new opportunities with the mid-range PolarFire family, which is more for kind of like multi-market applications, but sounds like overall the business is doing well. Can you guys just give us a sense on how strongly the FPGA business is growing on a year-over-year basis?
Steve Sanghi:
So, I don't have a year-over-year comparison, some, but it won't be valid, because it will be a sell-in by putting in your high channel inventory versus sell-through that we're measuring. So that's why we said based on a sell-through basis, the numbers were a record. It was all-time record. And I don't have a year-over-year comparison, since we haven't had the business for a year. But the business is doing very well. It's doing very well in defense and aerospace, it's doing very well in the multi-market. It has a very good design and funnel. The next-generation architecture, which is Gen5, is just going into market and just introducing at the sample level. And there is a significant demand pull on that. So I think we are very optimistic about that business.
Operator:
We'll go next to Jefferies' Mark Lipacis.
Mark Lipacis:
Steve, a number of the contract manufacturers with the global footprint, have talked about some of their customers already shifting manufacturing outside of China and accelerated core activity with our customers to do as much. I was wondering, if you were noticing that any evidence or anecdotes on that front? And to the extent that you think that might be causing some near-term disruption? That's all I had. Thank you.
Steve Sanghi:
You're very correct. We are seeing that, too. So two things are happening. One, if there are two sources of production, one in China and one outside of China, then some attempt is being made to take the Chinese production and sell it to Europe and Asia, and take the non-Chinese production and ship it to U.S. This way you can optimize and not pay any duties. Two challenges in that; number one, it's lot of manual work and most people aren't set up to really differentiate the product where it should go, but manually, and then writing some automation, it's really being done. But it's not perfect, because in many cases the U.S. demand is not exactly equal to the non-Chinese production, and Europe and Asia demand isn't equal to Chinese production, so there are still problems. So to solve that problem, you're correct, there are many customers that are moving Chinese production to outside of China, but they are rapidly running into capacity issues. Where the outside factories are full, there was a little bit space, and they're now full, and there is lot more to be transferred from China but there is no place to put it till they really expand capacity, build more square footage and all that, and that's a slow process. So, yes, we're seeing that.
Operator:
And at this time, I'd like to turn things back to Steve Sanghi for any closing remarks.
Steve Sanghi:
We want to thank all of our customers and analysts for your patience and for your understanding. I think this has been a tough four months here, but I think we've done a lot of good work in cleaning up the Microsemi inventory. And at the same time, it's really the first acquisition whose timing was such that the wind is not on our back, we did number of other acquisitions and the timing was great. Here, along with the Microsemi inventory challenges we're also facing this downturn in the business, and so we're dealing with the dual challenges. But I think we posted a pretty good quarter, and despite sequentially down guidance, I think we're managing the inventory very well, the internal inventories in very good shape. Overall, gross margin and operating margins are still very, very good. And we look forward to really getting through these issues and getting back to our long-term $8 earnings target. So, thank you very much.
Operator:
And that does conclude today's conference. Again, thank you all for joining us.
Operator:
Good day everyone and welcome to this Microchip Technology First Quarter and Fiscal Year 2019 Financial Results Conference Call. As a reminder, today's call is being recorded. At this time, I’d like to turn the call over to Microchip's Chief Financial Officer, Mr. Eric Bjornholt. Please go ahead, sir.
Eric Bjornholt:
Thank you and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO; and Ganesh Moorthy, Microchip's President and COO. I will comment on our first quarter fiscal year 2019 financial performance, and Steve and Ganesh will then give their comments on the results, discuss the current business environment as well as our guidance, and provide an update on our integration activities associated with the Microsemi acquisition. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our Web site at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I want to remind investors that during the quarter ending June 30, 2018, we adopted a new GAAP revenue recognition standard which requires revenue to be recognized at the time products are sold to distributors versus our historical revenue recognition policy where revenue on such transactions were deferred until the product was sold by our distributors to an end customer. We are not able to provide guidance on a GAAP basis as we are not able to predict whether inventory at our distributors will increase or decrease in relation with end market demand as this is not how we manage our business. As evidence of this uncertainty in recent years, we have seen net inventory at our distributors increase or decrease by a significant amount in a single quarter. Our non-GAAP revenue is based on true end market demand in which we measure the revenue based on when the product is sold by our distributors to an end customer. We will continue to manage our business and distributor relationships based on creating and fulfilling end market demand. All of Microchip’s bonus programs will continue to work based on the amount of revenue earned from fulfilling end market demand. Therefore, along with GAAP results based on sell-in, we will also report our non-GAAP results based on sell-through revenue recognition. I will now go through some of the operating results, including net sales, gross margin, and operating expenses. I will be referring to these results on a non-GAAP basis using revenue based on end market demand and expenses prior to the effects of our acquisition activities and share-based compensation. Non-GAAP net sales in the June quarter were 1.217 billion, above the midpoint of our guidance and up 21.4% sequentially from net sales of 1.002 billion in the immediately preceding quarter. We have posted a summary of our revenue by product line and geography on our Website for your reference. On a non-GAAP basis, gross margins were a record 62.2%, operating expenses were 23.3% of sales, and operating income was a record 473.5 million and 38.9% of sales. Non-GAAP net income was a record 405.8 million. Non-GAAP earnings per share was a record $1.61, which was $0.13 above the midpoint of our guidance of $1.48. On a GAAP basis, net sales in the June quarter were 1.213 billion, GAAP gross margins were 52.9% and include the impact of 3.6 million of share-based compensation, 107.7 million of acquisition restructuring and acquired inventory evaluation costs, and 3.4 million impact from changes in distributor inventory levels. Total operating expenses were 509.7 million and include acquisition intangible amortization of 133.7 million, special charges of 40.1 million which includes 15.9 million of share-based compensation, 26.9 million of acquisition-related and other costs and share-based compensation of 25.8 million. The GAAP net income was 35.7 million or $0.14 per diluted share. The non-GAAP cash tax rate was 3.5% in the June quarter. We expect our non-GAAP tax rate for fiscal '19 and the next several years to be between 3% and 4%, exclusive of a transition tax and any potential tax associated with restructuring the Microsemi operations into the Microchip global structure. We have many tax attributes and net operating losses, tax credits and interest deductions that will keep our cash tax payments low. The transition tax for the combined Microchip- Microsemi group is expected to be about 364 million, was recorded last fiscal year and will be paid over eight years. The first transition tax payment was made in July 2018 in the amount of $35 million. We expect payments of about 28 million in fiscal years 2020 through 2023, 54 million in fiscal year 2024, 72 million in fiscal 2025 and 91 million in fiscal year 2026. Microchip’s GAAP tax rate in the June quarter was 5.2% and was impacted by the various GAAP purchase accounting adjustments from the Microsemi acquisition and prior acquisitions as well as one-time discrete benefits related to changes in U.S. and foreign tax laws. Moving on to the balance sheet. Our inventory balance at June 30, 2018 was 1.105 billion including 359.7 million of inventory mark-up from Microsemi required for GAAP purchase accounting. Excluding the inventory mark-up, we had 119 days of inventory at the end of the June quarter. Our targeted inventory levels are between 115 and 120 days. Inventory at our distributors in the June quarter were at 40 days compared to 36 days at the end of March. The historical Microchip distributor inventory was actually down by about a day in the June quarter, but the consolidated increase is driven by the high inventory in the Microsemi distribution channel. We expect the Microsemi distribution inventory to reduce through the end of calendar year 2018. The cash flow from operating activities was 302.4 million in the June quarter. As of June 30, the consolidated cash and total investment position was 649.7 million. At June 30, our debt outstanding includes 3.3 billion of borrowings under our line of credit, $3 billion of term loan B, $2 billion of high-grade bonds and $4.5 billion of convertible debt. Our net debt to EBITDA, excluding our very long dated convertible debt that matures in 2037 and is more equity-like in nature, was 5.0 at June 30, 2018. Our leverage is higher than we originally projected primarily due to lower EBITDA from the Microsemi business driven by needing to correct distribution inventory levels through lower shipment activity. We are fully committed to using 100% of our excess cash generation beyond our dividend payments to reduce our debt levels and we expect our net leverage to decline dramatically over the next several years. Capital expenditures were 89.4 million in the June 2018 quarter. We expect about 70 million in capital spending in the September quarter and overall capital expenditures for fiscal year 2019 to be about 220 million to 250 million. We continue to add capital to support the growth of our production capabilities for our fast growing new products and technologies and to bring in-house more of the assembly and test operations that are currently outsourced. These capital investments will bring significant gross margin improvements to our business, particularly for the Atmel and Microsemi manufacturing activities that we are bringing into our own factories. Depreciation expense in the June quarter was $38 million. I will now turn it over to Ganesh to give his comments on the performance of the business in the June quarter and provide an update on some of the Microsemi integration activities. Ganesh?
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. Before we get started with the product line discussion, I thought it may be helpful to summarize what we said at our May 31st conference call in regards to our revenue reporting. Classic Microchip, which is Microchip excluding Microsemi, used to report five product lines; microcontrollers, analog, memory, licensing and finally multi-market and other, what we used to call MMO. In fiscal year 2018, our revenue of 3.98 billion was split across the five product lines as follows; microcontrollers at 65.8%, analog at 23.9%, memory at 5%, licensing at 2.6% and MMO at 2.6%. With the addition of Microsemi, we will add a sixth product line category called FPGA. Microsemi’s revenue reporting will be split across four of the six product line categories; in microcontrollers, analog, FPGA and MMO. Microsemi has no memory or licensing product lines and hence the contribution to these categories will be zero. Directionally, on a combined basis, we expect our analog revenue percentage to tick up while our microcontroller revenue percentage will tick down. That’s exactly what the final results for FQ1 have shown with a partial quarter of Microsemi results included in our overall results. Now let’s get to the product line performance. On a combined company basis, we performed a little better than we expected in the June quarter with sequential revenue growth of 21.4% as compared to the March quarter. Microchip, excluding Microsemi, achieved a new record for revenue. The Microchip 2.0 transformation continues to make good progress especially in terms of new design opportunities as we enable our clients’ innovation with the very best smart, connected and secure solutions. Taking a closer look at microcontrollers, our microcontroller business, excluding Microsemi, set a new record in the June quarter. Microcontroller revenue, excluding Microsemi, also outgrew classic Microchip overall. Both 8-bit microcontrollers and 32-bit microcontrollers for classic Microchip set new records. On a combined basis, including Microsemi, our microcontroller business was sequentially up 10.8% as compared to the March quarter. Our microcontroller portfolio and roadmap has never been stronger and we are seeing continued growth in our design and funnel which we expect will drive future growth as these designs progress into production over time. We believe we have the new product momentum and customer engagement to continue to gain even more share in 2018 as we further build the best performing microcontroller franchise in the industry. Now moving to our analog business, our analog revenue, excluding Microsemi, set a new record in the June quarter. Analog revenue, excluding Microsemi, also outgrew classic Microchip overall. And on a combined basis, our analog business was sequentially up 35% as compared to the March quarter. Moving next to our licensing business, this business was sequentially up 0.2% as compared to the March quarter and up 5.8% as compared to the year-ago quarter. Our memory business was sequentially down 1.8% in the June quarter as compared to the March quarter. And finally, our MMO business for Microchip, excluding Microsemi, was down sequentially. However, it was up 63% sequentially when including Microsemi. On a combined company basis, which has a full quarter of Microchip and a partial quarter of Microsemi, our FQ1 2019 revenue of 1.2 billion was split across the six product lines we report as follows; microcontrollers at 59.9%, analog at 27%, FPGA at 3.4%, memory at 4%, licensing at 2.2% and MMO at 3.5%. We expect the tick down in microcontroller revenue percentage and tick up in analog revenue percentage will be further extenuated when we announce our FQ2 results in November as we will have a full quarter of Microsemi revenue included in the results. Now an update on the Microsemi integration and our progress since our May 31st conference call. We made dramatic changes to the top level leadership structure in the first few weeks after the close. Essentially, all of the top leadership are no longer with Microchip. The reasons for this will be more evident after Steve provides you some color in his section. As we have done in other large acquisitions, we have used our leadership depth and strong pipeline to insert Microchip executive leaders in the top positions to run the Microsemi enterprise. The business unit restructuring is progressing well. We have retained several of the key Microsemi business unit leaders to continue to run their businesses, while selectively combining some of the smaller businesses where Microchip had similar product lines into the Microchip business unit structure. This eliminates duplicate infrastructure and creates synergy in the process. We have also restructured some of the less profitable businesses and adjusted their going forward investment levels to be consistent with what is affordable. And we have some more to go. The sales integration has commenced. We have converted the sales team to a Microchip style non-commission sales team and ended all incentives discount product for quarter end revenue maximization. Teams from classic Microchip and Microsemi have started to identify and pursue product cross-selling opportunities and have also identified reference designs that can take advantage of our combined total solutions approach. Several of the sales office space consolidations have already taken place and many more are in the works. The normal analysis of effectiveness of channels as well as of each channel partner is underway. One decision we have already made which was announced last week is a refranchising of Avnet, a Microsemi product thus adding more channel bandwidth to sell Microsemi’s products. The operations integration work has started but it is an enormously complex undertaking as little to no integration of prior Microsemi acquisitions had taken place. For example, Microsemi has 21 ERP installations that we need to converge in our business system and operation integration plans. We expect to have the plan worked out by the end of this month and start working towards specific business system and operational integration goals at that time. However, given the complexity we are seeing, we expect the operational integration will be a two to three-year project. We’re also performing a detailed analysis of what outsourced operations can be in-sourced as well as evaluating the efficiency and cost effectiveness of Microsemi’s internal factories. Lastly, the normal task of working with the supplier base to find the best cost from either company and applying it to the other is happening as we speak. In the G&A areas, we have eliminated some of the support organizational cost redundancies. More will happen after we get further along with our business system and operational integration plans. Let me now pass it to Steve for some comments about our business and our guidance going forward. Steve?
Steve Sanghi:
Thank you, Ganesh, and good afternoon, everyone. Today, I would like to first reflect on the results of the fiscal first quarter of 2019. I will then provide commentary on our first two months at Microsemi. I will then provide guidance for the fiscal second quarter of 2019. Our June quarter financial results were good. Our consolidated net sales came in above the midpoint of our revised guidance that we issued on May 31, 2018 after the closing of the Microsemi transaction. In discussion with our Board of Directors, the Board wants us to manage as a combined business from day one, not breakout the individual components of Microchip and Microsemi and proceed to integrate the businesses together at a rapid pace. The Board does not want to engage in the old controversy of organic versus inorganic growth and wants to measure us on the overall results achieved. What we are driving towards is to produce an increasing non-GAAP earnings per share from the combined company. This worked well when we acquired Atmel and it should work well here. Therefore, we will not provide a breakdown of the two businesses other than some useful nuggets of information along the way. I will refer to Microchip business without Microsemi as classic Microchip. When we include Microsemi, we will call it consolidated. So our classic Microchip’s non-GAAP revenue, non-GAAP gross margin and non-GAAP operating margins were all new records last quarter. Our overall consolidated non-GAAP revenue, non-GAAP gross margin and non-GAAP EPS were also new records. Non-GAAP EPS exceeded the high end of our guidance. Non-GAAP earnings per share were $1.61, $0.13 better than the midpoint of our guidance. $0.05 of this EPS beat came from higher operating profits and the balance $0.08 of the EPS beat came from a much lower tax rate. Our tax rate guidance was intentionally conservative in the wake of new tax laws and significant uncertainty of the tax rate of the combined company after acquisition of Microsemi. We consider the tax planning for the combined company to be a part of our plan to synergy and had intentionally modeled for it in our synergies planning. On a non-GAAP basis, this was also our 111th consecutive profitable quarter. Our inventories at classic Microchip at the end of June 2018 were 119 days which is right at our target of 115 to 120 days. The total inventory, including Microsemi, is cluttered by purchase accounting adjustments where inventory is written up to market value and hence the total inventory indictor is not meaningful. We have made enormous progress on the manufacturing side by bringing capacity online and decreasing lead times. Our lead times are now near normal with the majority of our products having lead times up between four to eight weeks, but scattered issues with certain products continue to cause longer lead times in those products. Now let us shift gears. I will give you our observation from our first two months at Microsemi. This has been the time when we are able to get access to all the company’s information that we were not able to get before. And this is the time when we discover some of the weaknesses that we have found in other acquisitions like Atmel and Micrel. This is typically the low point in the acquisition. Things usually rapidly improve from here as we go to work to fix things and integrate. In the case of Microsemi, we found that Microsemi management was extremely aggressive in shipping inventory into the distribution channel. Microsemi’s distributors had about four months of inventory whereas Microchip’s distributors carry about two and a half months of inventory. While we have seen some excess shipments of inventory into the distribution channel in other acquisitions, we have never seen as much excess as we found in the case of Microsemi. Microsemi also over-shipped into the contract manufacturers by making deals and offering discounts. This excessive distribution in contract manufacturers’ inventory will provide some headwind for revenue for the next couple of quarters. Our trailing EBITDA in the next two quarters of cash generation will also be impacted by needing to correct this inventory for Microsemi products. While excessive shipments into distribution and contract manufacturers has been the main issue at Microsemi, we also found a culture of excessive extravagance and high spending. The company had millions of dollars of sponsorships in several luxury suites in sports stadiums, luxury private plane travel and generous sponsorships for many conferences, stadiums and other venues that are wastage of shareholders’ money. We are undoing commitments to all such spending. So what are we doing to clean up excess inventory and other spending? We did not make any deals with the distribution and contract manufacturers or end customers in the month of June to shift excess inventory. As a result, we shipped closed to $100 million less in the month of June than Microsemi ex-management would have shipped. That was nearly half the inventory correction accomplished in a single month. We expect to achieve the balance of the distribution inventory correction in the next two quarters and nearly complete the correction by the end of this calendar year. Based on high inventory in distribution as well as inside Microsemi, we have substantially cut back on the manufacturing built plan in internal factories as well as foundries and assembly test subcontractors. The vast majority of Microsemi business is subcontracted so we will see a dollar for dollar cash saving which will offset the negative cash impact of – some of the negative cash impact of inventory correction. While this may seem disappointing, we have seen such challenges before as the problems of the acquired company become more visible post close. We remain optimistic about the medium and longer-term prospects from the Microsemi acquisition and are not changing our longer-term thesis. We have high confidence in the $300 million of synergies that we’ve previously communicated. Microsemi has a very good engineering team. We are still very bullish on the Microsemi products, the stickiness of the customers’ pockets and the end market opportunities for the combined company. Our strategy for the better part of this decade has been to buy underperforming assets and turn them into world-class performers in the likes of Microchip. Here, we are starting with excellent products and excellent gross margins and we will correct the aggressive distribution and contract manufacturing shipments and high expense culture as we have done before, for example, at Atmel. Now let us go into the non-GAAP guidance for the September quarter. In addition to the headwinds I described on Microsemi, there are several small factors that are starting to impact the business. Standalone, none of them will be material but all of them together are causing us to provide a cautious guidance for fiscal second quarter of 2019. I would describe four reasons. Number one, the lead times in the market for some of the passive components continue to be long. We are seeing push-outs by several customers because they cannot complete the whole kit and hence do not need our devices. Number two, all the talk about tariffs and trade war is making our customers nervous. While it is hard to put your finger on it, it is hurting business confidence which makes people pull back on investments, expansion and capital spending. A very small portion of products are made in China and even a smaller portion are imported back in U.S. So we are not worried about duties on our products imported into U.S., but we are concerned about our customers’ products imported into U.S. This is based on original July 6th tariff implementation. We are still analyzing the impact of expected August 23 tariff implementation. There was a quote from one of our sources, one of our customers. “United States imposed 25% tariffs on some Chinese goods on July 6. U.S. issued a list of thousands of Chinese goods for the new tariffs. It makes manufacturers conservative in building product due to uncertainty of market demand.” Third point, we are seeing the impact of not being fully able to ship to ZTE. While the Justice Department is now allowing shipments to ZTE, ZTE is still organizing and figuring out what the real demand is now and if they can assemble the entire build of materials with long lead times on passive components. So despite the release from the Justice Department, there has been some demand destruction at ZTE. Number four, Microchip is a supplier to bitcoin mining industry by supplying microcontrollers and powered management products for the power supplies as well as Ethernet controllers. Bitcoin values have crashed. It has lowered the demand for new shipments to the bitcoin industry quite substantially. With all this commentary, we expect total non-GAAP net revenue in the September quarter to be between 1.474 billion to 1.55 billion. Our best estimate for overall non-GAAP gross margin is between 61.3% and 61.9% of sales, a range wider than normal as we integrate and understand Microsemi as well as deal with the excess inventory in the channel and resultant reduction in the internal factory builds. We expect non-GAAP operating expenses to be between 23.6% and 24.2% of sales. We expect non-GAAP operating profit to be between 37.1% and 38.2% of sales. And we expect a non-GAAP earnings per share to be between $1.65 and $1.83 per share. This includes more than the $0.15 of accretion from Microsemi that we had originally guided to. So you can see that despite a significant headwind on Microsemi’s revenue and cautious guidance, our non-GAAP EPS guidance at the midpoint is well above prior consensus analysts’ estimates. This reflects our rapid pruning of some underperforming product lines, raising some prices on mature products and significant restructuring already at Microsemi. Our guidance also represents some excellent tax planning resulting in a lower effective cash tax rate. Our synergy assumptions included this tax planning for the combined company. We do expect our financial results to be a bit noisy for a couple of quarters as we correct distribution and subcontractor inventories and as we adjust the internal manufacturing based on inventory correction. But our synergy assumptions for fiscal year '19 and our long-term synergy assumption of $300 million and our fiscal year '21 non-GAAP EPS target of $8 per share have not changed. The target for non-GAAP EPS of $8 per share in fiscal year '21 may in fact seem conservative in light of the progress we have made in integration and a much lower effective cash tax rate. And we expect to exceed the $0.75 accretion guidance that we have provided as the annualized run rate accretion for the first year after close. Given all the complications of accounting for the acquisitions, including amortization of intangibles, restructuring charges, inventory write-up on acquisitions and changes in distribution inventory, Microchip will continue to provide guidance and track its results on non-GAAP basis. We believe that non-GAAP results provide a more meaningful comparison to prior quarters and we request that the analysts continue to report their non-GAAP estimates to First Call. With this operator, will you please poll for questions.
Operator:
Thank you. [Operator Instructions]. We’ll take our first question from Harsh Kumar with Piper Jaffray. Go ahead, sir.
Harsh Kumar:
Hi. Thanks. Steve, it seems like you guys are going through the normal things when you acquire a company. Steve, I had a quick question for you and a follow up. You mentioned a lot of things that are coming into play; bitcoin, some other stuff, trade wars. I’m curious, does your guidance on the top line take into account obviously the Microsemi inventory clearing, but is there also a slowdown in your organic business or is it mostly all Microsemi that’s being played out in your revenue guide?
Steve Sanghi:
We’re not breaking it out but it’s a combination. The bitcoin exposure was on the Microchip side. ZTE exposure was mostly on the Microsemi side. If there is any kind of demand slowdown because of tariffs if the customers would be nervous to drawdown their inventories because they do not know what the tariffs would be to bring the product into U.S., then that would really affect both sides, Microchip as well as Microsemi. So it’s really a combination of it. But a fair amount of correction really is on the Microsemi side.
Harsh Kumar:
Got it, Steve. And then for my follow up, your margins in the September guide are slightly lower than your margins what you reported in June. I’m assuming that that’s predominantly a function of you guys taking down the Microsemi inventory quite hard down in the channel? And then how do you – you said you cleared 50% in one month. Do you expect the rest to be cleared evenly or you’re going to come down pretty hard in September again and then sort of ease-off with very little left in December?
Steve Sanghi:
So several questions, let’s take the margin first. Microsemi margins are lower than Microchip’s classic margins. Many investors and analysts may have forgotten that Microsemi acquired a company called Vectron back in September, and that company only had a little over 30% gross margin. So that brought the gross margins low, but during all this time, they had been sort of in the acquisition, so they never reported – Microsemi never reported their March quarter when their margins were impacted by Vectron and prior quarter was some sort of ratio.
Eric Bjornholt:
Just to clarify, that acquisition was in the November-December timeframe of 2017, not in September.
Steve Sanghi:
Okay, so I stand corrected and that makes my point actually better. So since it was in the November-December timeframe, the first full quarter of the lower Vectron margin would represent itself in the March quarter and March quarter was never reported by Microsemi anyway because they were already in acquisition. So we are seeing lower gross margins of Microsemi. So last quarter was only one month and this quarter we have the entire quarter. So therefore it has a larger impact of the lower gross margin. And this quarter we will also see the impact of substantial reduction of the build rates in the internal factories of Microsemi, but that was the answer on the gross margin side. The other part of your question was --
Eric Bjornholt:
Distribution correction --
Steve Sanghi:
Distribution correction. So roughly the $100 million less that we shipped was a combination of shipments, lower shipments from distribution to contract manufacturers and also to direct customers because they were essentially equal opportunity making deals with everybody and making – shipping excess product into every channel. So out of the $100 million a good portion, more than half of that was a correction in distribution. We will see another distribution correction in the September quarter and the December quarter. And right now we are expecting that that will complete the majority of the correction. The largest piece got done last month, in the month of June, and then the September and December will be two roughly equal pieces. And if anything is left after that, it’s kind of a tail, a very, very small portion here and there which will not be meaningful.
Harsh Kumar:
Understood. Thanks, Steve and guys and best of luck.
Steve Sanghi:
Thank you.
Operator:
Thank you. And next we’ll hear from John Pitzer with Credit Suisse.
John Pitzer:
Good afternoon, Steve, thanks for letting me ask the question. Steve, I just wanted to go back to yours and the Board decision not to kind of break out Microsemi. I think that makes a lot of sense looking several quarters out, especially because you’re so confident in the revenue synergies of this transaction that you included it in the initial synergy targets. But as you kind of think about the June and September quarter, if you can just help me understand the rationale of not telling us what Microsemi was, and to the extent that you’re not, can you help us get some comfort level about how the classic Microchip business is performing relative to peers because in the absence of kind of not being able to do that math, I think it’s pretty easy for some of us to perhaps wrongfully conclude that maybe the core Microchip business just isn’t holding up as well as some of your peers in this environment.
Steve Sanghi:
Well, John, I’m not surprised to get that question from you. Really rightly day one, we took our guy who runs our networking business and he took over the Ethernet business and all those products are combined and we’re getting a single forecast from that division. Similarly, the case with our analog products, power management products, and others. I think if you go back to the Atmel scenario, if we had managed the business to look at Atmel’s 8-bit MCUs and Microchip’s 8-bit MCUs and Atmel’s 32-bit MCUs and Microchip’s and [indiscernible] products and automotive and others, we probably wouldn’t have got an as good results in Atmel as we were able to get, because we went at it as it’s really one business, shipped the lowest cost product at the highest ASP, wherever you have the best specs and best product and that’s really what we’re doing here. We just don’t want to spend and the Board doesn’t want to spend any of company’s energy to do it any other way. I think the Microchip business was fine and the Microsemi business was fine. One month can’t tell the story because the business was very nonlinear. So even though you’re looking at overall we achieved the numbers and slightly better than the guidance, both pieces were in the range, so basically not a problem. But reporting it is just like a slippery slope than – honestly, John, what you guys would like is really there are two clean spreadsheets; one and the other and everything adds up and two plus two is equal to 4.00000. And the world is too complex on our side. We got too many moving parts and things are moving too fast and this whole inventory correction got shoved on us from Microsemi that we were not aware of. There was so much inventory and the Board doesn’t want to put the energy on what doesn’t add value in us really driving the business.
John Pitzer:
That’s helpful, Steve. And then you kind of updated or sort of reiterated a lot of the accretion targets around Microsemi. I’m just kind of curious given that there are some concerns about the leverage on the balance sheet relative to this deal, can you just give us an update on how we should think about leverage going forward and how aggressively you’re thinking about taking that leverage down? Thank you.
Steve Sanghi:
Certainly. Eric can point that out to the leverage.
Eric Bjornholt:
Okay. So as I mentioned in my prepared remarks, our leverage on a net basis, excluding a very long dated convertible, was 5.0 at the end of June. We had originally guided that we have about a turn reduction per year. And because of the distribution and inventory correction that we need to make, we think that in that first year we’re going to be somewhere in the 0.75 range in terms of reduction and then get back to the one turn per year. So it’s a little bit slower pace. And absolutely we are focused on deleveraging the balance sheet and using 100% of our excess cash generation beyond the dividend to pay down debt. So it’s a focus area of ours. We know that we have a lot of leverage at this point in time but we’re committed to bring it down.
Steve Sanghi:
That reduction from one turn to 0.7 turns is largely because of shortage of the next two quarters. When you look at on the LTM basis a year from now, the September quarter and December quarter are going through substantial inventory correction, there is a shortage of the EBITDA. After that we get back to --
John Pitzer:
That’s helpful, guys. Thanks for the details as always.
Steve Sanghi:
Welcome.
Operator:
Our next question will come from William Stein with SunTrust.
William Stein:
Great. Thank you for taking my questions. I have two. First, I know in the past you have evaluated potential divestitures. I wonder in this case if you think that evaluation continues. Is it more or less likely than in the past? You highlight this lower margin Vectron business. Is there anything that you might want to divest? And then I have a follow up, please.
Steve Sanghi:
Well, I think we always evaluate thing when we buy a company. And as you have seen in our prior acquisition, we have really divested very little. There was a tiny small piece out of the Atmel, there was nothing out of Standard Microsystems, there was nothing out of Micrel, nothing out of Supertex. We look at divesture more driven by it doesn’t fit at all rather than it isn’t performing well or it’s lower margin, because we fix margins. We fix pricing – increase pricing. We adjust the model mix of the products. We move the product into different set of customers, industrial or automotive and others where the margins maybe higher. We have done that in many, many acquisitions and we’ll do similar things here. The acquired company focus or the reach may be in a certain set of customers and we expand that and improve margins. So, so far we have not found anything we are going to divest but it’s only been a couple of months and that’s not where we are focused on, divesting. We are focused on improving.
William Stein:
Thanks. And as a follow up, I just want to make sure I understand the discussion point around having – Microsemi having stuffed not only the distribution channel but other sort of channels, including it sounds like direct customers as well. And when we marry that up with Microchip’s approach to rev-rec which is sell-through, the reduction in inventory in the channel, that doesn’t actually reduce your non-GAAP revenue, maybe perhaps a shortfall in your outlook on the revenue side is more driven by the reductions in inventory perhaps at contract manufacturing and other direct customers but not what’s going to distribution. Is that the right way to think about it?
Steve Sanghi:
Well, good question, very good question. That would be the case if everything was pure. But everything was not pure. They had also – ex-management has also taken – every quarter they would take some direct customers and move them to distribution by giving distribution some discounts so they could make a margin on it. And in doing so they will take the next couple of quarters of product for that customer and stuff them into distribution. So therefore you get to recognize higher selling revenue because to the end customer you will only ship 1x. But to the distributor you can give them 1.5x or 2x and they will do some of that every quarter. So there was overall more than couple hundred million dollars of direct accounts had to move to distribution over the last year or so. And you can’t totally put your finger on it, but a lot of that seemed to coincide when it was sort of decided when the company would be sold. There is some timeline you can triangulate to but it’s not something I can really prove.
William Stein:
Thanks very much.
Steve Sanghi:
Therefore, there is inventory sitting in distribution for the direct customers and those direct customers we are converting them back to direct customers but they won’t be buying anything for a little while until their distribution has cleared out their inventory shipping it to the direct customers.
William Stein:
Got it.
Steve Sanghi:
Does that make sense to you?
William Stein:
Yes, it does help clarify. Thank you.
Operator:
Thank you. Next from Raymond James we’ll hear from Chris Caso.
Chris Caso:
Yes, hi. Thank you. Just a follow on to the other question. I guess as we look forward, I guess from what I’m hearing you saying is the quarterly revenue that we were seeing from Microsemi at least for the past couple of quarters was inflated if we looked at it on a pure sell-through consumption basis. Is there any way you can give us any help with where the correct run rate should be? I guess suffice it to say it’s lower than what we were seeing reported over the last few quarters.
Steve Sanghi:
You’re correct. The revenue reported – I want to be very clear that there was no fraud involved because the ASC 606 allows you to recognize revenue shipped to distribution at sell-in. Now the question is --
Chris Caso:
And so did the prior revenue recognition standard of 605.
Steve Sanghi:
Yes, so ordinarily the management team in managing their business will ship it to distribution roughly what distribution ships out and has the distribution inventory grow only by the amount distribution is shipping higher amount in terms of business growing. That’s not really what happened here. Hiding under the revenue recognition that sell-in is a revenue recognition, there were large number of deals made with the distribution. When the inventory got higher and higher, they even offered interest subsidy to the distributor to carry inventory beyond a certain number of months because the distributor wouldn’t want to carry. There’s money tied up. And they will offer interest subsidy. So basically, shipping to distribution was made an art form almost. So yes, the revenue was higher than the real end market demand. Now at this point in time we’re not totally prepared to give you that number. I think it’s not extremely large. It’s in a few-percentage range. But we need to clear out this inventory over the next one or two quarters and ourselves be comfortable with what the run rate is. There will be – as we clean out this inventory over the next couple of quarters, there will be a larger revenue increase as we head towards the full board shipment because the inventory correction is over. So there will be some attenuation out in time of the growth rate and I think we’ll provide you some guidance over time, but not today.
Chris Caso:
Okay, that’s helpful. If for my follow up, I can pivot onto the Microchip organic business and understood what you said about those four issues which were impacted revenue as we go into the September quarter. Can you talk to the sustainability of those headwinds? Is this what you would consider to be sort of a short-term issue? Maybe you could speak to the health of – outside of these four issues that you talked about the health of the remaining business and then what you’re seeing in terms of order rates? Any change in the fundamentals to the business I suppose.
Steve Sanghi:
The core Microchip business does not really have any fundamental problem. I think there isn’t anything we’re trying to correct there. I think our issues are on the Microsemi side. But if you take those four points, the lead times on passives you have heard from many other companies, the whole industry is kind of being impacted. We do not know why passive lead times are that long and the growth has not been – it’s not like businesses have grown 30%, 40% where passives can’t be provided. But there must have been a significant reduction in passive capacity of some kind. So that’s not long lasting. I think as the industry corrects and passive lead times come down, that issue will go away. The tariffs and trade war is beyond our scope of being able to control it or fathom it and we don’t know any more than anybody else does what the effect of that would be. The ZTE situation, Microchip had a fairly small business with ZTE but the overall business – Microsemi had a larger business but it’s not huge. For the combined company, I can’t give you an exact number but let’s say it’s the order of 1%. Standalone, that wouldn’t be meaningful. That wouldn’t be all that large. You don’t highlight 1% kind of customers. But if there’s a demand destruction – significant demand destruction and 1 goes to 0.5, then 0.5% change on a sequential basis can be meaningful. And the bitcoin is similar. Bitcoin was on the core Microchip side. It’s not like it’s a huge business like it may be at some other companies like NVIDIA or something. For us it was like a 1% type business, but it’s down 70% or more. So standalone, it’s not really very much with all these moving parts you can make up with growth in other segments, but when you combine many of these sectors together and with all the headwinds from Microsemi, we cannot make up for these small components when you add these four together. I don’t know if that helps.
Chris Caso:
Yes, it helps. Thank you.
Operator:
Next we’ll go to Craig Hettenbach with Morgan Stanley.
Craig Hettenbach:
Yes. Thank you. Steve, just going back to the topic of tariffs and the business confidence, are you seeing any change in terms of order activity that your customers had been placing?
Steve Sanghi:
Yes, we are seeing it and order activity – more than that I think we are seeing it in distribution sell-through in China to those customers. Still a lot of business in China is done through distribution just because – just logistics and all that. We do business both direct and distribution. We’re seeing it in both channels. The distribution does business with lots and lots of small customers who build stuff, hardware that ships back into U.S. And we have always told you our business consist of long-tail thousands and thousands of – probably 70,000, 80,000 small customers which can adjust their build rates in real time. They’re very nimble. And when they think – they don’t really know whether they can pass on this cost to end customer in U.S., whether they are competitive with 25% duty, will this product have a duty or not have a duty, it makes them pull back on their builds. And we’re seeing that impact in sales out from distribution in China.
Craig Hettenbach:
Got it. I appreciate the color there. And then on Microsemi, once you get through the inventory correction adjustments over the next couple of quarters, are there any parts of the business that you call out that you see is attractive from a growth perspective or have a better outlook once you get passed these issues?
Steve Sanghi:
Well, we like lots of different businesses. They have very good FPGA business, they have very good business in the data center, they have very, very good business in analog, discrete, aerospace and defense. And then their certain businesses may be not as great. I mentioned one that the electronics business they bought. We don’t know why they bought that. We have some – that was a low margin business and Microchip would not have bought it. But yes, there are a number of good businesses. What attracted us to Microsemi in the first place really hasn’t changed. We had not imagined the seven months of inventory correction and crisis that we had to go through, but fundamentally we’re seeing fiscal year '21 guidance that we gave you on $8 per share is now conservative. This year – we said by the end of this fiscal year we’ll be producing $0.75 of accretion. We think that is conservative.
Craig Hettenbach:
Okay. Thanks.
Operator:
And next we have Kevin Cassidy with Stifel.
Kevin Cassidy:
Thanks for taking my question. On the CapEx guidance, it seems the second half of the year the CapEx comes down quite a bit to maybe 2.5% of revenue or so. Is that going to be the run rate going forward or is that just a temporary adjustment?
Eric Bjornholt:
I would say longer term, Kevin, probably a good estimate to use is 4% of revenue. We need to continue to evaluate the Microsemi business and see with the investments there. Obviously we’ll be looking to see if there is ways that we can improve the margin on their products by making investments like we’ve done in other acquisitions and investing in assembly and test and bringing activities in-house. So I think that’s kind of the swing factor there. But we were more heavily weighted in the frontend of fiscal '19 from a CapEx perspective.
Kevin Cassidy:
And that heavily weighted those products you were targeting, certain long lead times. So as all your lead times, you feel like you’ve got the equipment in place to correct that?
Eric Bjornholt:
Our lead times are in very good condition at this point in time. I think Steve mentioned that the majority of our products have lead times with four to eight weeks. And there’s always some exceptions to that and we’re making the proper investments to correct all of our lead times to the right level.
Kevin Cassidy:
Okay, great. Thank you.
Operator:
Our next question comes from Chris Danely with Citi. Chris, go ahead.
Christopher Danely:
Can you hear me?
Steve Sanghi:
Yes, Chris, go ahead.
Christopher Danely:
Sorry, wrong mute button, fat fingers. Danely here. So just a couple of clarifications. So Steve, it sounds like the headwinds from Microchip and Microsemi are going to last a couple of quarters. I guess conceptually, how big of an impact should we be thinking about into the December and March quarters would it be? And then what gives you confidence that revenue should bottom in the March quarter? And then do you think that at least the slowdown you’re seeing on I guess the classic Microchip business, would you expect this to hit others in the space?
Steve Sanghi:
Well, to the last question I don’t have any comment. For others, ask the others. We don’t comment on the industry, we comment only on ourselves. In terms of the inventory correction, inventory correction we can somewhat control because we’re working with distribution and contract manufacturers and end customers moving the end customers back from distribution to direct which will erroneously transfer to distribution and should not have been. And that we know complete sometime in the calendar fourth quarter. And to distribution, we are monitoring very, very carefully shipping less product to them. With the distribution, they didn’t want all this inventory. So in the month of June, we simply didn’t offer them any discounts and they didn’t take the inventory. You don’t have to do much. You just run the business, distribution buy what you need and it will get corrected by the end of the year. You don’t have to do much in that case because inventory was jammed through incentives and discounts and to smaller distributors even threatening. You don’t do any of that, inventory would correct. So we have high confidence that the inventory corrects. That’s not an issue. The impact of tariffs nobody can call. We really don’t know what happens in the trade war area. The passive components issue I think should go away because capacity is being added. I think that should go away. ZTE is temporary. ZTE will get its act together and figure out what the real demand is, what demand they have lost of their competitors. And the bitcoin is anybody’s guess. It’s not a huge portion of our business over a long period of time. For $1.5 billion roughly per quarter, 1%, we’re talking about $15 million a quarter. So it’s really not a huge, huge portion of the business and we don’t know whether bitcoin comes back to its old glory or not. So I think the main issue is the inventory correction one. That gets corrected in six months and then tariff one is not clear.
Christopher Danely:
Thanks. I guess one last quick one before I leave. Were these guys worse than Atmel in terms of the shenanigans they were pulling out there? You guys corralled the Atmel stuff pretty handedly. Is this a similar situation or is it worse?
Steve Sanghi:
Well, I’m not willing to accuse anything. I just think the accounting standing is wrong. And we have been seeing it from the beginning and we have already been in position to taper on it when the accounting standard was changed for its sell-in. All you need is a willing distributor or a set of distributors who are willing to take increasing amount of inventory which will ship out eventually some day. There are products in distribution from Microsemi that will take two years to clear. It’s not a huge amount like we’re seeing the majority of it will clear by the end of the year, but there are certain products every quarter they will take certain products, older products and slate them as end of life. Then they will build three, four years of inventory and give it to a distributor and recognize it for revenue in the current quarter. And next quarter do it with some more products. And standard allows it. Since it’s nonreturnable by the distributor, you gave them at a deep discount and you gave them interest subsidy so the distributor is willing to carry it. They will eventually ship it. The standard allows you to recognize it for revenue. So they didn’t do anything illegal. But the issue is they represented to us, to their own analysts before, to their customers or to the investors and everybody else that there was an end run rate. And legally there was a run rate because it will continue to do this for I don’t know how long, until some day it burst. That’s not how we do it. We have never stuffed the channel in our life. We have always recognized revenue on sell-through even though now GAAP standard says you have to account for sell-in, we are giving you that GAAP number but we’d give no GAAP guidance. We manage our business on sell-through. All our incentives are based on sell-through. So I’d just say – that’s really what happened. They did what they were allowed to do.
Christopher Danely:
Okay. Thanks a lot for all the clarifications, Steve.
Operator:
Our next question will come from Krysten Sciacca with Nomura/Instinet.
Krysten Sciacca:
Good afternoon. Thanks for squeezing me in here. Maybe just a different take on the revenues for the second half of this fiscal year. So on prior calls you’ve noted that December and March typically tend to be the softer quarters seasonally with December being the weakest. Given the inventory issues that you are having with Microsemi, are you expecting any changes to the seasonality or do you expect this to still be the case?
Steve Sanghi:
Well, we expect that still to be the case. But what you start to see is really certain products inventory corrects. It doesn’t all correct in one day. Certain products have high inventory, certain products have low inventory and every month certain products inventory corrects. So their run rate returns back to normal. So you got lots of moving parts where you should see an ordinary kind of December weak quarter to the extent certain products inventory has corrected, those see an uplift. So I think driven by all those, we should just see a normal low-single digit down kind of December quarter. I think that’s usually what we see.
Eric Bjornholt:
I think in all our acquisitions in the past as well, seasonality – the blended seasonality will adjust and it will take some time before all that settles out. So I don’t think a historical seasonality would be an accurate predictor of future seasonality when there are acquisitions with different seasonality and different blending taking place.
Krysten Sciacca:
Understood. Thanks for the detail. And then on a more positive note, can you just maybe detail what was behind some of the strong growth in analog and in your microcontroller segment for classic Microchip this quarter?
Ganesh Moorthy:
If you’re asking for segments of growth, we don’t breakout any of the segments. Those businesses have been in a long-term growth mode. We have shared with you what we have been doing with Microchip 2.0 with the total system solutions. You have to note though that some of the growth this quarter that we’re showing sequentially is a combined company growth and so reflects some of the addition of Microsemi in those numbers. We haven’t broken out the classic Microchip microcontrollers or analog other than to give you some comfort that they both hit records, they both grew more than classic Microchip as an average so that you can see the underlying strength in those businesses.
Steve Sanghi:
I would say some of the questions are overly focused on just the shortfall in revenue guidance. Nobody has mentioned that the earnings guidance is $0.07 better than consensus. I think the old consensus was $1.67 to $1.68 and the midpoint we’re guiding $1.74. So we’re doing very well actually. We’re increasing our assessment of the overall earnings for the year and going out of the year, the accretion we can get. So I think look at the glass also half full. And we at the end of the day deliver non-GAAP earnings per share increasing amount. That is our goal. That’s where all our incentives are built on. That’s what the Board manages us by. And even the EBITDA doesn’t give you the credit for a lower tax rate. If the earnings per share are better for a given share count, that’s creating higher amount of total profit after tax. So we feel pretty good about where we are and how we executed the quarter, how we are carrying out the integration. The issues and challenges we’ve seen in inventory correction, just straightforward. They are flexible. It’s not like we need to device a tool or do some invention. There are just the normal blocking and tackling to correct this. But otherwise, earnings per share are great.
Krysten Sciacca:
Great. Thank you.
Steve Sanghi:
Welcome.
Operator:
Our next question will come from Harlan Sur from JPMorgan.
Harlan Sur:
Good afternoon. Thanks for taking my question. I understand product line rationalization is kind of taking a second priority to some of the more structural changes you’re making in terms of business process improvements at Microsemi. But if I look at Microsemi’s data center storage and OTN optical product lines, these are very different products; leading edge silicon, leading edge packaging, big, complex chip designs. Very different versus Microchip’s focus on classic, embedded microcontroller, analog, memory and all the other complementary building blocks around this. So help me understand how the storage and the OTN optical stuff kind of fits into the Microchip 2.0 model?
Ganesh Moorthy:
So they are standalone businesses. You’re right. They do have more leading edge process technologies and design technologies and packaging in many cases that they use. But that’s not different from when we went to SMSC five years ago, six years ago, in the acquisition. It brought a new degree of complexity. We adapt to it. It fits within the overall portfolio. We find the strengths that the acquired entity has and bring it into the rest of Microchip. We find the strength that Microchip has and take it back to the acquired businesses. And on a blended basis, if we don’t get out of our box, our growth opportunity is unlimited. So, of course, new product lines will bring new complexity but they also bring lots of opportunity to use the strengths of both companies and that’s the way we look at it and how we go forward. And in these two businesses, in specific, there’s also a substantial amount of Microchip classic content available to us to take into those markets where they have significant strength, customer presence and visibility into what else is needed. And in fact, some of the reference designs I talked about, where the joint sales teams have looked at, that’s coming from the joint teams looking and saying, wow, here’s things Microchip didn’t know could be done added to things that Microsemi does extremely well in certain applications and certain customers.
Steve Sanghi:
I tell you guys after every acquisition that don’t underestimate, don’t undersell Microchip management’s ability to transform the company to take on the challenges that the new acquisition presents. In Standard Microsystems, the complaint was they’re vertical, you’re horizontal. Look at how well that thing has worked out. In the case of Atmel, they’re ARM and you’re MPS and all that. Look at how well that thing has worked out. So don’t underestimate Microchip’s ability and the management team and huge pipeline we have built internally that we prepare for this to take on the new challenges and expand our business. We’re about the eighth largest U.S. semiconductor market cab in a consolidating industry. You can’t just be sitting in your box and want everything to come with a nice bowtie, only microcontroller. We have to get into other businesses and grow our business in a consolidating industry.
Ganesh Moorthy:
And it reinforces Steve’s point earlier that as we move forward, we focus on the combined company opportunities, rather than trying to box it and saying, well, let’s make the old one look good or the new one look good. It’s really the combined company opportunities that provide the richest forward-looking opportunities.
Steve Sanghi:
A number of our business units are planning to leapfrog the lithography at the foundries by skip one generation and leapfrog because that leapfrog technology has already been used by Microsemi in some of the same business units that you’re mentioning with library available, with experience available, with EST structures and chip designs and all that kind of stuff available. It will accelerate our roadmap and leapfrog the technology to be able to reuse some of that stuff at Microchip. So I think that’s kind of how we look at it. The ship is very safe in the harbor but that’s not why ships are made for. We can’t sit in our box and just look for everything to be a neat little microcontroller. We have to branch out and be able to expand our business and we have done successfully that in the last decade.
Harlan Sur:
Yes, absolutely. Thanks for the great insights.
Steve Sanghi:
Thank you.
Operator:
Next from Darphil, we have Gil Alexandre. Please go ahead, sir.
Steve Sanghi:
Hello, Gil.
Gilbert Alexandre:
Thanks for taking my question. I’ll get back to tariffs. Is there a willingness to compromise and how is it affecting your automotive business?
Steve Sanghi:
Well, is there a willingness to compromise? Compromise by who? That compromise has to be between the Chinese and U.S. authorities and that’s way above my pay grade. That’s not – in terms of the automotive business, I think our automotive business – I don’t think our automotive business has yet been affected by tariffs.
Ganesh Moorthy:
No. I think some of the uncertainties are there. Cars are built in the U.S. and shipped to other parts of the world. Cars are built in Europe and shipped into the U.S. And some of the discussions have created uncertainty. We’ll see how it all plays out. But I think Steve’s right. It’s not a current impact.
Steve Sanghi:
So far automobiles are not included in the tariffs. Steel and all that are, but the built automobiles are not included. It’s still in negotiation. So when they had an edict on July 6 and then August 23, a set of products that have tariffs, washers and dryers and those things are included. Cars are not. Cars are not dutiable right now. Some of the car components are like steel. So this thing is still raw. Thank you for your question, Gil.
Gilbert Alexandre:
I thank you and good luck.
Steve Sanghi:
Yes. Thank you. Anybody else, operator?
Operator:
Yes. Our next question comes from Christopher Rolland with Susquehanna International Group.
Christopher Rolland:
Hi, guys. I think it’s nice to see you guys get out in front of this in the true Microchip way. I think it’s appreciated by guys who have known your track record. So, Steve, as we try to judge this snapback in revenue, once you work through this inventory, can you give us some perspective of perhaps how long this over-shipment issue was going on for? Was it just the last few quarters when they knew that they were in negotiations or was this accumulated over a couple of years?
Steve Sanghi:
Well, there are a lot of moving parts and you can’t put a complete finger on it because there is some EOL mechanism with which they put the distribution inventory. Normal amount of inventory was very high. There was a huge nonlinearity. A lot of stuff was shipped undetermined. There was also this direct to distribution conversion. So there were a lot of these programs inter-layered. And I’m not accusing anything but I’m just saying that the timing, roughly it all started about a year or so ago which is more like when the conversations about the acquisition began. But I couldn’t prove that. I think it’s very, very rough.
Christopher Rolland:
Yes, sounds pretty common in a lot of these deals. And then lastly, on Microsemi’s product pricing. After the Atmel deal, you saw a lot of kind of pricing imbalances. I can’t remember. Maybe they were selling some below gross profit, if I remember right, or priced it below gross profit. Are you seeing anything like that here and just any other tidbits on where you get more synergies?
Steve Sanghi:
I think on that, think I will give kudos to the sales and marketing team. The prices are not below market or anything like that. But when they got an excellent price for a customer, then they inserted a distributor and kept the customer price the same and then they discounted to the distributor, gave an interest subsidy to carry the inventory. After a good price negotiated with the customer, they asked the customer to take much more inventory than the customer wanted and offered them a discount. So I think the pricing by marketing was done well. But then later on in the overzealous attempt to really recognize higher revenue, they kind of did their own thing on the top of that. So this one is easier to correct. It’s much harder to raise prices on the customer. It’s much easier simply not to offer the discount and say, just buy what you need, customer. I don’t want you to buy a lot of product that you don’t need. So we think this one is easier for us to correct that way.
Ganesh Moorthy:
And the high starting gross margins are a good indicator of how that was far better disciplined than other acquisitions we’ve done. And hopefully there’s some upside from the discounting being rolled off that we’ll see in the coming quarters.
Christopher Rolland:
Yes, good point. Thanks, guys.
Operator:
Thank you. Next we’ll hear from Craig Ellis with B. Riley FBR.
Craig Ellis:
Thanks for taking the question. And Steve and team, thanks for all the color on where you see things shaking out at this point of the integration. Steve, I wanted to follow up on a comment that you made in the Q&A regarding the deal’s accretion in the current quarter. I think you said your synergies are tracking above the prior expectation for $0.15 of accretion. And if I heard that correctly, the question is does that mean that while retaining longer-term accretion targets, $0.75 run rate first full year, $8 a couple years out, that you’re realizing your synergies earlier but you still have the same expectation, or do you think you’re tracking above prior expectations? And to the extent that’s the case, can you identify where you think that is?
Steve Sanghi:
So a little bit of both. So I said that we believe that the accretion run rate at the end of the first year will be higher than $0.75. We didn’t numerically say what the number is because there is still – like I said, the numbers are going to be noisy here for the next couple of quarters because there’s just a lot of moving parts. But as we get out by June next year, we see a number higher than $0.75, which will represent really a little bit of pull-in based on our prior plan. Now in terms of $8 for fiscal year '21, we see that as conservative also. Internally, we’re modeling a number higher than $8. So that is the incremental accretion. I think some of that difference is coming from tax rate, lower tax rate also.
Craig Ellis:
That’s helpful. And then previously the company and on this call, the company had identified the 300 million in synergies targets. When do you think you’ll be able to provide some color on how that breaks out between revenue synergies, COGS synergies and other synergies?
Steve Sanghi:
Really never. We’re just going to deliver it, never going to break it out.
Craig Ellis:
Okay. Given that quick response, can I take a swing at another one? There’s been a lot of discussion on what you found with distribution and I’ve heard you talk a lot about levels and what happened with shipments. But the question is really an operational one. What have you found with respect to the appropriateness of the consignment versus demand generation distribution, geographic representation, and the degree to which you think you’ve got a good distribution fit for the business that exists there? And how long does it take to right-size any of the operational changes that are needed with distribution?
Steve Sanghi:
So as we have interfaced with a lot of the distributors, some of them by the way, a fair number of them are common with Microchip. Their largest distributor was Arrow Electronics and our largest distributor is Arrow Electronics. And similarly there are some other common distributors in Asia and Japan and Europe and others. A large amount of interaction with the distributors was how much inventory they would take. It basically began around the middle of the quarter and large amount of I would say tension with the distributor was largely how much inventory would you take. And so as we have spoken with the distributors, distributors feel refreshed and saying that you’re not going to force me to take inventory I never wanted. You will in fact let me drain down my inventory. And so we can have a conversation about demand creation, reference design, how can we together build the business, let’s go call on common customers, let’s highlight and beef up the Web site and put reference designs and solutions on it. How do we take advantage of Total Systems Solution, Microchip and Microsemi common products going into the same platform, on and on and on? So conversations with distributors have turned into positive interactions regarding growing the business. And before that – and this distributors are telling us. The ex-management of Microsemi is gone. Distributors are telling us that this tension about such a large amount of inventory jamming took all the oxygen out of the room. It just consumed the entire energy and interaction with the distributors.
Ganesh Moorthy:
And it’s actually liberated time within the company as well because the business units and others that were all part of that discussion process.
Craig Ellis:
When do you start to see a positive benefit from this new conversation that’s occurring?
Steve Sanghi:
You will start to see it as – if inventory bleeds out by the end of this calendar year, you’ll start to see the impact starting in the March quarter. So if you’re talking about getting brand new designs in production, that usually takes 12 to 18 months. But you’ll start to see impact on the funnel, impact on joint opportunities, probably as early as late this quarter.
Craig Ellis:
Thanks for the insight, Steve.
Steve Sanghi:
Thank you.
Operator:
Thank you. Our next question will come from Rajvindra Gill with Needham & Company.
Rajvindra Gill:
Thank you. Hi. How are you? Just switching to earnings, as you noted, Eric, what is the deleveraging campaign? Is that changing at all given the situation? And as part of the $8 per share in fiscal year '21, how much of that is related to a lower interest reduction related to deleveraging? Just wondered if you could talk about that in the grand scheme of earnings being the end to be all of everything?
Eric Bjornholt:
So the deleveraging approach is essentially all cash generation above and beyond the dividend is going to go to pay down debt. We aren’t going to do anything unnatural. We’re not going to push inventory into the distribution channel to generate cash and things like that.
Steve Sanghi:
We’re not going to cut the dividend.
Eric Bjornholt:
We’re going to run the business, going to get our synergies as quickly as we can and with that generate cash to pay it down. And so we are definitely a little bit behind schedule to start and we’ve got a little bit of a headwind in front of us. But long-term cash generation and operating profit generation from these businesses combined is very high. No real change in that long-term outlook. So hopefully that answers your question. And then obviously, as we pay down debt, there’s interest expense reduction. That’s built into our forecast but we aren’t going to give any real details in terms of how that lays out quarter-by-quarter at this time.
Steve Sanghi:
One of his questions was really what portion of our incremental to possibly $8 is tax-related? Rajeev, what I would say is that in the past when R&D tax credit used to go away every year and then used to come back later in the year, most companies will have a much lower tax rate in the fourth quarter and then they’ll true up and have a much lower tax rate and sometimes make up the earnings miss with that tax rate and all that. And analysts and investors will discount the additional earnings per share coming by the tax rate. This is not that kind. This is real tax rate current quarter. There is nothing we’re taking from the past to our future. This is actual good old tax planning which for the next several years we’ll have a very low tax rate. So you should look at that as it’s no better or worse than earnings per share produced from higher gross margin or higher revenue or lower expenses or anything else.
Rajvindra Gill:
No, that’s true. At the end of the day, that’s what it is. And last question, Steve, I know it might be difficult to understand the tariffs, but in late 2014, you saw a slowdown in China industrial, you saw a slowdown in China housing. You were one of the first ones to note that. And then we did see a slowdown in China in 2015. I’m just wondering is that a scenario that could repeat itself, or just any general thoughts on that? Thanks.
Steve Sanghi:
Rajeev, I resigned from that job back in 2014. I would let those jobs be yours rather than mine. I’ll just talk about our business. I get no benefit from that. I’ll let you guys decode that.
Rajvindra Gill:
Okay, got it. Thank you.
Operator:
And our next question will come from Mark Lipacis with Jefferies.
Mark Lipacis:
Thanks for taking my question. Just one for Eric. Eric, in the trailing previous four quarters, free cash flow tracked pretty close to the non-GAAP net income. This quarter, there’s a little bit more of a gap and I think that’s typical when you start integration process. I was wondering if you could give us a sense of when does the free cash flow start to track back to the net income, if you could give us any help on that, I’d appreciate it? Thank you.
Eric Bjornholt:
I think we had a big correction in June as we’ve kind of talked about. I think it continues through the end of the calendar year to have a little bit of pressure on that because of the continued reduction that we expect in distribution inventory. But after that, I think it should return to a more normalized basis.
Mark Lipacis:
Fair enough. Thank you.
Eric Bjornholt:
Welcome.
Operator:
And as that was our final question, gentlemen, I’ll turn the call back over to you for final comments.
Steve Sanghi:
Well, we want to thank everyone for attending this call. We’ll see some of you on the road at conferences, which I think begin again late August and September. So thank you very much.
Operator:
And that concludes today’s conference call. We thank you for joining.
Executives:
Steve Sanghi - Microchip Technology, Inc. J. Eric Bjornholt - Microchip Technology, Inc. Ganesh Moorthy - Microchip Technology, Inc.
Analysts:
William Stein - SunTrust Robinson Humphrey, Inc. Craig M. Hettenbach - Morgan Stanley & Co. LLC Mark Delaney - Goldman Sachs & Co. LLC Craig A. Ellis - B. Riley FBR, Inc. Christopher Brett Danely - Citigroup Global Markets, Inc. Harsh V. Kumar - Piper Jaffray & Co. Rajvindra S. Gill - Needham & Co. LLC Gilbert Alexandre - Darphil Associates Kevin Edward Cassidy - Stifel, Nicolaus & Co., Inc. Charles Kazarian - Credit Suisse Securities (USA) LLC Christopher Rolland - Susquehanna Financial Group LLLP Harlan Sur - JPMorgan Securities LLC
Operator:
Good day, everyone, and welcome to this Microchip Technology fourth quarter and fiscal year 2018 financial results conference call. As a reminder, today's call is being recorded. At this time, I would like to turn the call over to Microchip's President (sic) [Chairman] and Chief Executive Officer, Mr. Steve Sanghi. Please go ahead, sir.
Steve Sanghi - Microchip Technology, Inc.:
Thank you. I'd like to turn the call to Eric Bjornholt, Chief Financial Officer, first. Eric, go ahead.
J. Eric Bjornholt - Microchip Technology, Inc.:
Okay. Good morning, everybody. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO, and Ganesh Moorthy, Microchip's President and COO. I will comment on our fourth quarter and full fiscal year 2018 financial performance, and Steve and Ganesh will then give their comments on the results, discuss the current business environment as well as our guidance, and make some specific comments on the pending acquisition of Microsemi. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin, and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effects of our acquisition activities and share-based compensation. Non-GAAP net sales in the March quarter were just over $1 billion, above the high end of our guidance and up 0.8% sequentially from net sales of $994.2 million in the immediately preceding quarter. We have posted a summary of our revenue by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were at the high end of our guidance at 61.7%, which is a new record level for Microchip. Non-GAAP operating expenses were 22.2% of sales, and non-GAAP operating income was a record 39.5%. Non-GAAP net income was a record $351.3 million, resulting in earnings per diluted share of $1.40, which was above the high end of our guidance of $1.37. Non-GAAP EPS in the March 2018 quarter was up 20.7% compared to the March quarter of 2017. For fiscal year 2018, on a non-GAAP basis, net sales were a record $3.981 billion and up 13.7% year over year. Gross margins were 61.1%. Operating expenses were 22.4% of sales, and operating income was 38.7% of sales. Net income was $1.356 billion, and non-GAAP EPS was $5.45 per diluted share. On a GAAP basis, gross margins in the March 2018 quarter, including share-based compensation and acquisition-related expenses, were 61.4%. GAAP gross margins include the impact of $3.3 million of share-based compensation. Total operating expenses were $371 million and include acquisition intangible amortization of $122.8 million, share-based compensation of $20 million, $5.2 million of acquisition-related and other costs, and special charges of $0.2 million. GAAP net income in the quarter was $146.7 million or $0.58 per diluted share, and was impacted by a couple of discrete events in the quarter. GAAP net income was impacted by a $15.5 million charge associated with marking our investments to market through the P&L. These investments used to be held to maturity, but since the investments will be liquidated to fund the acquisition of Microsemi, the unrealized loss that would have been recorded in other comprehensive income in the absence of the anticipated acquisition was recognized in earnings. GAAP net income was also impacted by $38.9 million of discrete tax expense during the quarter, primarily associated with the Tax Cuts and Jobs Act. For fiscal year 2018, net sales were a record $3.98 billion. Gross margins were 60.8%. Operating expenses were 37.3% of sales, and operating income was 23.5% of sales. Net income of $255.4 million was $1.03 per diluted share. The non-GAAP tax rate was 8.4% in the March quarter. As we have continued to evaluate the impact of the Tax Cuts and Jobs Act, we are now expecting about $327 million of taxes to be paid over the eight years related to the tax incurred on foreign earnings that were permanently invested offshore, referred to as the transition tax. This estimate is up modestly from what we had discussed with investors last quarter. We estimate the tax payments to be approximately $26 million in years one through five, $49 million in year six, $65 million in year seven, and $82 million in year eight. We will continue to evaluate the impact of the Tax Cuts and Jobs Act, and these estimates may change as we complete our full analysis. As we look forward, excluding the transition tax from the Tax Cuts and Jobs Act, we expect our ongoing long-term cash tax rate to be between 8% and 9%, which is what we are providing to investors for cash flow and non-GAAP operating model forecasting purposes. Moving on to the balance sheet, our inventory balance at March 31, 2018 was $476.2 million. Microchip had 112 days of inventory at March 31, 2018, down three days from the end of the December quarter. Inventory at our distributors was at 36 days and up two days from the December quarter. The cash flow from operating activities was $359.6 million in the March quarter. As of March 31, the consolidated cash and total investment position was $2.197 billion, of which over $700 million is domestic cash. Due to the Tax Cuts and Jobs Act, the majority of our offshore cash can be brought back to the U.S. without incurring any material additional tax cost. Our EBITDA in the March 2018 quarter was a record $429.6 million. Our net leverage excluding our 2037 convertible debentures was 0.95 times at March 31, 2018, positioning us well for the Microsemi acquisition. Capital expenditures were $58.4 million in the March 2018 quarter and $206.8 million for fiscal year 2018. In April, we completed a purchase of a building in San Jose for $40.8 million, which we had previously leased. This purchase will reduce our ongoing operating expenses. Excluding this building purchase, we expect about $30 million to $50 million in capital spending in the June quarter. We expect capital expenditures for fiscal year 2019 to be between $200 million and $250 million, of which $70 million represents the San Jose building purchase and three other buildings being constructed, which we have discussed with you before. We are aggressively adding capital to support the growth of our production capabilities for our fast-growing new products and technologies and to bring in house more of the assembly and test operations that are currently outsourced. These capital investments will bring significant gross margin improvement to our business, particularly for the Atmel manufacturing activities that we are bringing into our own factories. Depreciation expense in the March quarter was $32.8 million. I will now ask Ganesh to give his comments on the performance of the business in the March quarter. Ganesh?
Ganesh Moorthy - Microchip Technology, Inc.:
Thank you, Eric, and good morning, everyone. We performed better than we expected in the seasonally slower March quarter, with a sequential revenue growth of 0.8%. March quarter 2018 revenue over March quarter 2017 revenue grew 11%, all organic growth, as there was no contribution from acquisitions in the last four quarters. On a fiscal year basis, fiscal year 2018 revenue grew a strong 13.7% over fiscal year 2017. The Microchip 2.0 transformation continues to make good progress, especially in terms of new design opportunities, as we enable our clients' innovation with the very best smart, connected and secure solutions. Taking a closer look at microcontrollers, our Microcontroller business has performed well for a March quarter, with revenue down sequentially only 0.6% as compared to the December quarter. March quarter 2018 revenue was up a very strong 13.2% over March quarter 2017. On a fiscal year basis, fiscal year 2018 Microcontroller revenue at $2.6 billion was an all-time record and grew a strong 17.5% over fiscal year 2017. Microcontrollers represented 65.6% of Microchip's overall revenue in the March quarter. Last month, Gartner Dataquest released their microcontroller market share report for calendar 2017. We are pleased to report that Microchip retained the number one position for 8-bit microcontrollers. We were the fastest-growing 8-bit microcontroller franchise and gained substantial market share in calendar 2017, as we grew much faster than the 8-bit microcontroller market, so much so we are now approximately 60% larger than the number two 8-bit microcontroller player. In the 16-bit microcontroller market, we remained in the number five position but continued to gain significant market share, as we grew much faster than the 16-bit microcontroller market, and we're the fastest-growing franchise. In the 32-bit microcontroller market, we remained in the number six position but also gained significant market share, as we grew much faster than the 32-bit microcontroller market, and we're the fastest-growing franchise here too. For microcontrollers overall, we remained in the number three position. We're the fastest-growing franchise and grew at almost 2.5 times the microcontroller market, as we continued our relentless march towards the number one spot. Our microcontroller portfolio and roadmap has never been stronger, and we are seeing continued growth in our design-in funnel, which we expect will drive future growth as these designs progress into production over time. We believe we have the new product momentum and customer engagement to continue to gain even more share in 2018, as we further build the best performing microcontroller franchise in the industry. Now moving to our analog business, our analog revenue was sequentially up 4.7% in the March quarter as compared to the December quarter, setting a new record in the process. March quarter 2018 analog revenue grew 5.1% over March quarter 2017. On a fiscal year basis, fiscal year 2018 analog revenue at $952 million was an all-time record and grew 6% over fiscal year 2017. Analog represented 24.2% of Microchip's overall revenue in the March quarter. As we have highlighted in investor communications over the last few quarters, our publicly reported analog results will see some revenue classification headwinds resulting from a deliberate shift in strategy we made several quarters ago. The change in product line strategy is that we have for some time been adding microcontroller cores to several of our more complex analog products, especially those that provide our clients with smart connectivity solutions. The addition of microcontroller cores to these analog products enables us to sell a higher-value and more defensible total system solution. These smart connectivity products are growing nicely. And as they replace older products in new designs, our revenue classification for these products has shifted from analog product lines to our microcontroller product line. Transitioning to more sticky and higher-margin smart connectivity revenue is the right Microchip answer, but does impact some of the product line reporting that analysts are interested in, as some of the revenue growth shifts into our microcontroller product line. In the longer term, as the revenue from the analog attach design wins continue to ramp, we fully expect that the analog product line revenue will outgrow this revenue classification headwind. Moving next to our licensing business, this business was seasonally down 4% sequentially in the March quarter, although March quarter 2018 revenue grew 14.6% over March quarter 2017. On a fiscal year basis, fiscal year 2018 licensing business at $104.8 million was an all-time record and grew 14.9% over fiscal year 2017. We are seeing the fruits of having licensed many foundries and independent device makers for several years on multiple process technology nodes, manifested in our results as the licensed processes ramp volume and generate royalty revenue for many years to come. Finally, our memory business was sequentially up 3.8% in the March quarter as compared to the December quarter, and March quarter 2018 grew 9.9% over March quarter 2017. On a fiscal year basis, fiscal year 2018 memory revenue at $199.7 million grew 7.2% over fiscal year 2017. Now a quick update about Microsemi and our progress since our March 1 announcement, integration planning meetings and discussions are occurring between the business units, sales, manufacturing, and support groups of both companies. Teams at both companies started to identify product cross-selling opportunities that we can pursue after the close and have also identified reference designs that can take advantage of a combined total system approach. We're also determining how our product line reporting will be done post the close, and we'll have an update for you no later than the next earnings call. Steve will cover the status of regulatory and other approvals in his section. So now let me pass it to Steve for some comments about our business and our guidance going forward. Steve?
Steve Sanghi - Microchip Technology, Inc.:
Thank you, Ganesh, and good morning for you, everyone. Today, I would like to first reflect on the results of the fiscal fourth quarter of 2018 and fiscal year 2018. I will then provide guidance for the fiscal first quarter of 2019. Our March quarter financial results were excellent. Our net sales were up 0.8% sequentially and up 11% from the year-ago quarter and were above the high end of our revised guidance. The sales in our Atmel-originated business was down, consistent with Atmel seasonality. Our core Microchip business was very strong and up significantly sequentially. Our non-GAAP gross margin of 61.7% of sales was a record and at the high end of our guidance. Operating profit of 39.5% of sales was better than the high end of our guidance and made a new all-time record. And earnings per share of $1.40 was $0.055 better than the midpoint of our revised guidance. Reflecting on the fiscal year 2018 results, it was clearly the best year in the history of Microchip, in which we made many new records. Fiscal year 2018 net sales were up 13.7% from fiscal year 2017, and it was all organic growth. I want to thank all the employees of Microchip worldwide for delivering an outstanding quarter and fiscal year 2018. On a non-GAAP basis, this was also our 110th consecutive profitable quarter. Now, I will provide you with an update on Microchip 2.0. We are continuing to experience an enormous customer preference to design with our microcontroller solutions in all 8-bit, 16-bit, and 32-bit customer applications. Our various acquisitions have now built a powerful diversified product line, through which we are able to provide total system solutions to our customers. We are winning incremental design wins with multiple products in the same boards of our customers. At our Analyst and Investor Day on March 1, 2018, we showed that the number of Microchip parts per customer system was growing at a 20% annual rate. With another quarter under our belt, the number of parts per system is continuing this trend of being up 20% over the same quarter a year ago. We have a robust design win funnel, and we feel very optimistic that Microchip 2.0 is working. We also recently received SIA [Semiconductor Industry Association] numbers for quarter ending March 31, 2018. Based on SIA numbers, our microcontroller market share grew in each of 8-bit, 16-bit, and 32-bit product lines in the March 2018 quarter versus the year-ago quarter. Our inventories at Microchip at the end of March 2018 were 112 days, which is just slightly below our target of 115 to 120 days. We continue to make enormous progress on the manufacturing side and bringing capacity online and decreasing lead times. In the last conference call, we stated our lead times to be between 4 to 14 weeks. Our lead times now are between 4 to 10 weeks. Normal lead times would be between 4 to 8 weeks. Our book-to-bill ratio for the March quarter was extremely healthy and around the number we had given you at the Analyst Day, and our backlog has grown even higher to another record. With healthy book-to-bill ratio continuing, now will be the time to start providing quarterly numbers for book-to-bill ratio, as we had said in the Analyst Day. We have always said that book-to-bill ratio is confusing and simply tracks the lead times. We have proven it again with book-to-bill ratio of 1.0 in the December quarter. The business remained healthy in March quarter. Providing book-to-bill ratio simply increases volatility in the stock. In the March quarter, we successfully soft-landed the business, consistent with the guidance we have been providing, and we will continue to grow in the June quarter. During the quarter ending June 30, 2018, we will adopt a new GAAP revenue recognition standard, which will result in recognition of revenue at the time products are sold to distributors, whereas currently revenue on such transactions are deferred until the product is sold by our distributors to an end customer. We are not able to provide guidance on a GAAP basis, as we are not able to predict whether inventory at our distributors will increase or decrease in relation to end-market demand, and this is not how we manage our business. As evidence of this uncertainty, in recent years we have seen net inventory at our distributors increase or decrease by a significant amount in a single quarter. Our non-GAAP revenue will be based on true end-market demand, so we will report a non-GAAP revenue which will be based on true end-market demand in which we measure the revenue based on when the product is sold by our distributors to an end customer, meaning we will continue to report a non-GAAP revenue based on sell-through. We will continue to manage our business and distributor relationships based on such sell-through revenue recognition. All of Microchip's bonus programs will continue to work based on sell-through revenue recognition. Therefore, along with GAAP results, which will be based on sell-in, we will also report our non-GAAP results based on sell-through revenue recognition. In terms of guidance, we will only provide guidance based on non-GAAP revenue, so we expect total non-GAAP net revenue for the June quarter to be up 1% to 6% sequentially, giving us a midpoint of the guidance at 3.5%. Given the amount of revenue beat in March quarter, this guidance is modestly better than the expectation we had provided during the Analyst Day. Regarding gross margin, we see a steady improvement in overall gross margin of the company based on Microchip 2.0 margin drivers. We expect gross margin for the June quarter to be between 61.6% and 62% of sales. We expect our overall operating expenses to be between 22% and 22.4% of sales. We expect operating profit percentage to be between 39.2% and 40% of sales. And we expect earnings per share to be between $1.39 and $1.49 per share. All these numbers do not include Microsemi. Now I wanted to make a couple of comments on the pending acquisition of Microsemi. On April 12, 2018, we received U.S. antitrust clearance. On April 19, 2018, China's MOFCOM accepted Microchip's filing for review under Simplified Procedure. We cannot confirm yesterday's report in the press that China's MOFCOM has cleared the transaction. We believe that the review process is running smoothly, and we remain optimistic that we will receive clearance shortly. In addition, yesterday, on May 7, we did receive Japan's antitrust clearance. We expect several other countries to clear the antitrust review this month. The Microsemi shareholder vote is scheduled for May 22, 2018, and we believe that we are on schedule for closing the acquisition sometime during early June 2018. I want to remind investors that during our Analyst and Investor Day presentations, we increased our long-term financial model with the Microsemi acquisition to a non-GAAP gross margin of 63%, operating expense of 22.5%, and an operating profit of 40.5%. As you all know, we will be borrowing about $8 billion to close the Microsemi transaction. I want to assure you that after the closure of Microsemi acquisition, we plan to use all of our cash generation, after dividend and capital, of course, to rapidly delever the balance sheet until the leverage comes down to about 2.5x, which is our long-term target. In addition, given all the complications of accounting for the acquisitions, including amortization of intangibles, restructuring charges, and inventory write-up on acquisitions, Microchip will continue to provide guidance and track its results on a non-GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters, and we request that the analysts continue to report their non-GAAP estimate to First Call. With this, operator, will you please poll for questions?
Operator:
Thank you. We will take our first question from William Stein with SunTrust. Please go ahead.
William Stein - SunTrust Robinson Humphrey, Inc.:
Great, thanks so much for taking my question. You highlighted earlier in your prepared remarks that you've added capacity, I think, as it related to the Atmel products to reduce the lead times there. I'm wondering if you can talk about your anticipation for lead times as we go forward. Do you expect that to get in the normal range in the current quarter? And I'd also like to know as it relates to your raw materials and lead time from foundries, whether you see that as already within the normal range or if it's extended. And if there's anything remarkable about that, I'd love to hear details. Thank you very much.
Steve Sanghi - Microchip Technology, Inc.:
So thank you, Will. The normal lead times are 4 to 8 weeks usually on 85% – 90% of the products. That's what we call a normal lead time. There will always be some strange products or specialized projects that need extra work or extreme circumstances where the lead time would be longer. So for a majority of the products, 4 to 8 weeks lead time is normal. We are currently at 4 to 10 weeks, so we've got a little more progress to make. And as we have been saying for about a year or longer is that we expect the lead times to essentially become normal by the end of June, and we are really on schedule for that. The other part of your question was lead times at suppliers and foundries and all that. Scattered issues here and there, but in general, the foundry lead times are normal. We're able to get the capacity we need from our foundries. We're able to get the assembly/test equipment that we're acquiring. Again, the lead time could be 2 to 4 weeks longer to get some of the test equipment, but it also largely depends on what you're buying and what the mix of equipment is, what you're trying to buy, and what particular setup you need. But lead times are really not excessive either on foundry wafers or on assembly and test equipment.
William Stein - SunTrust Robinson Humphrey, Inc.:
Helpful, thanks so much and congrats on the good results and outlook.
Steve Sanghi - Microchip Technology, Inc.:
Thanks.
Operator:
Our next question comes from Craig Hettenbach with Morgan Stanley. Please go ahead.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Yes, thank you. Steve, any update on industry pricing, be it from some of the consolidation, some of the favorable impact there, also relative to just the tight conditions today and how that might be influencing pricing?
Steve Sanghi - Microchip Technology, Inc.:
Type of what?
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
The pricing environment today, just if you can, talk about just how the consolidation in the industry is influencing that as well as just the tight industry conditions.
Steve Sanghi - Microchip Technology, Inc.:
Okay, tight industry conditions. So the pricing is very normal. We've been saying for quite a while that the historic industry practice where the prices went down every year, we are really no longer following that trend. We have seen some others follow it. We are winning a lot more often at customers not giving them year-to-year price reduction. Five years ago, we'll succeed some of the times; today we succeed most of the time. So industry pricing for us really looks very normal. We did some price increases in the last two years. I think that's largely behind us. Now prices are stable but they're not going down. Meanwhile, we are continuing to improve cost on a lot of products by bringing assembly/test inside with the die shrinks and others. And in those cases, some of those are improving the gross margin as you're seeing it. Now in terms of tight industry conditions, they're obviously helping pricing. The consolidation is also helping prices, but where the industry conditions are tightest are really not on microcontroller, analog, and Wi-Fi and other products we make. Industry conditions are the tightest on passives. There could be 40 – 50 weeks lead time to really get capacitors and products like that, and I think that's where we are seeing price increases. We don't sell those devices. We don't compete with them, but we buy some of those devices for our development tool and all that. It's not a very high-cost component for us because development tool is a very small business, but we are seeing long lead times and tight supply especially on passives.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Got it, thanks for sharing that. And then just a follow-up for Ganesh on the Microchip 2.0 cross-selling, and any additional milestones you can share with us on the progress you're making?
Ganesh Moorthy - Microchip Technology, Inc.:
All our internal indicators look good. As Steve mentioned, attach is one of those things we are continuing to measure how that is growing quarter over quarter and year over year. It's a long-term process, but we're sowing lots of seeds and taking care of those seeds to make sure that they bloom, and we're very confident that it will continue to grow and provide growth for us as an incremental growth driver.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Got it, thanks.
Operator:
Our next question comes from Mark Delaney with Goldman Sachs. Please go ahead.
Mark Delaney - Goldman Sachs & Co. LLC:
Yes, good morning. Thanks for taking the question. I realize Microchip's own inventory came down and is a little bit below your target range. I was hoping you could extend that discussion a bit further and talk about where you think inventory is in the channel and any changes you expect distributors to be making with their inventory.
Steve Sanghi - Microchip Technology, Inc.:
The inventory was a little lower than our expectation because sales were higher than our expectation. Our guidance at the midpoint was minus 1% sequentially. And based on that, inventory would be slightly higher and in the range of 115 days to 120 days. Instead, we reported sales which were up 0.8%, so 1.8% beat. Its net result was the inventory days were slightly lower. I think inventory is fine. Two, three days don't really make that kind of difference. We're comfortable with the inventory position. Inventory, there are always products which are showed and the product was a little high. So there's a continuous effort constantly to get the inventory in the perfect mix. And there's no such thing as perfect, but our inventory is in good shape.
Mark Delaney - Goldman Sachs & Co. LLC:
Okay, that's helpful. And there was a lot of discussion in the last earnings call and at the Analyst Day about what new seasonality for the company is. I was hoping you could help us better contextualize how you think about guidance for this coming quarter of up 1% to 6% sequentially. How does that compare to what that new seasonality may be? And are there any headwinds or tailwinds relative to normal seasonality that you're trying to factor into your guidance for this coming quarter?
Steve Sanghi - Microchip Technology, Inc.:
So I think at the Analyst Day, we said June quarter was 5%, if you recall, sequentially, but we beat the March quarter by 1.8%. So when you put it all together, at the 3.5%, we're slightly better than that guidance. We did better in manufacturing last quarter in shipping some delinquency that originally we thought we were going to ship it in the June quarter, but we were able to do better and were able to ship some more in the March quarter, which resulted beating the March quarter, and then a little bit of the product went from June into March. We're facing a lot of one-time issues. There is a slight impact because of ZTE. We can't ship to ZTE. There are long lead times on passive that we talked about, so certain customers are telling us that they don't need our product because they cannot get passives to complete their boards and systems. China. That has been lowered from 17% to 16%. It doesn't sound much, sounds trivial, but a number of customers asked us to delay shipment from April into May because the lower VAT was effective on May 1. So that pushed some shipments from April into May, but that's kind of a wash for the quarter. But you never know whether they didn't do some production in April and whether there will be any net result for the quarter, hopefully not. The overall trade tensions, we're not seeing any impact of that, but if anything else crazy happens, then you have to account for that. None of those items I talked about really are significant. They're all 0.1% – 0.2% issues sequentially, but you add all four or five of them and it could be in a 0.5% to 1% probably impact driven by many of these factors together. I think what we guided June quarter is really seasonal, especially if March quarter was minus 1% and the June quarter would have been totally seasonal. So we don't have years of experience with Atmel and the numbers for that seasonality, but what we're guiding seems to be close to seasonal. The other point is this is all going to change again when the Microsemi deal closes in June. And all the rest of the quarters again, we don't have experience on seasonality. And then when we come to the next March and next June, we're going to have to go through same learning process again. And we barely finished the learning process on Atmel, so that is the challenge of growth through acquisitions.
Operator:
We will take our next question...
Steve Sanghi - Microchip Technology, Inc.:
Did that answer your question?
Mark Delaney - Goldman Sachs & Co. LLC:
Thanks so much.
Operator:
And we'll take our next question from Craig Ellis with B. Riley FBR. Please go ahead.
Craig A. Ellis - B. Riley FBR, Inc.:
Thank you for taking the question and congratulations on the nice execution. Steve, I wanted to start with two clarifications. One, if you could, provide any color for us on whether this round of approvals, especially through MOFCOM, is different than what you've seen in the past. And secondly, I thought I heard the statement that the company is expected to borrow about $8 billion related to the upcoming Microsemi transaction, but I thought on the initial announcement it was $8.6 billion. So has there been a modest reduction in the expected debt that's undertaken to complete that transaction?
Steve Sanghi - Microchip Technology, Inc.:
So answering your second part of your question first, the number that we had stated was really going off the December numbers. And from December to June, we are substantially a cash generating entity, so we have generated $0.5 billion-plus of cash in that time, and so has Microsemi. So there's a portion reduction coming from there. I think that's the only change. Eric, do you want to add anything to that?
J. Eric Bjornholt - Microchip Technology, Inc.:
No, that's exactly right, so that essentially just represents the cash flow between the end of December and the expected closing date.
Steve Sanghi - Microchip Technology, Inc.:
And the debt level that Microsemi has is a bit lower from what it was at that time. They have paid some debt down.
Craig A. Ellis - B. Riley FBR, Inc.:
That's helpful, and then any color on how this process through MOFCOM would differ from prior?
Steve Sanghi - Microchip Technology, Inc.:
So last time we had MOFCOM approval was when we bought Microsemi (sic) [SMSC], which was in 2012. At that time, MOFCOM didn't have a lot of resources. The M&A activity wasn't as brisk, and it was largely few deals used to require MOFCOM and was a long process. It seemed relatively unorganized back then. Any of the deals we have done in between, including ISSC, Supertex, Micrel, and Atmel, none of them required MOFCOM. You require MOFCOM if both entities, buyer and the seller, exceed a threshold of revenue in Mainland China. I think the number is $83.6 million, but don't exactly hold me to it. It's in that range, and none of our other acquisitions have required MOFCOM. So since 2012, this is the first time we applied for MOFCOM, and we have found that MOFCOM is now substantially very well-organized, has a very good procedure. They take the first month to identify a given transaction to be a simple procedure or a normal procedure. Simple procedure usually is cleared within 30 days, and a normal procedure takes a little longer. So that's why when our transaction was rated by MOFCOM to be under simple procedure, that was encouraging news and we shared it with the investors. That happened on May 19 (sic) [April 19] (40:17), so 30 days really end on May 18. There's no guarantee that even under simple procedure, you get it on that day or not or it takes longer or any new questions emerge, but we're pretty optimistic that this is going very, very smooth and we should be getting approval very rapidly here.
Craig A. Ellis - B. Riley FBR, Inc.:
That's very helpful. If I could ask one question to either you or Ganesh, impressive performance with Microchip 2.0 initiatives driving a 20% increase in parts per system board. As you look ahead to Microsemi, how does Microsemi impact that growth rate on your design wins on a per system board basis? Thanks, guys.
Steve Sanghi - Microchip Technology, Inc.:
Go ahead, Ganesh.
Ganesh Moorthy - Microchip Technology, Inc.:
So it's early days. What we are very encouraged by is the methodology that Microsemi uses for their equivalent of Total System Solutions. I showed some examples during the Investor Day on March 1, and they have an extremely well organized approach of how to take products from multiple business units and position them into the end markets that they're providing solutions for. And in the early discussions between the two companies, we have both identified places where each other's products can further strengthen those demo boards or reference designs or customer propositions that we can get. So it's too early to tell you what the rate will be, but I am very encouraged by how the approach is common and the employees of the two companies are looking for ways to exploit that farther after the close.
Craig A. Ellis - B. Riley FBR, Inc.:
Great, thanks again.
Operator:
Our next question comes from Chris Danely with Citigroup. Please go ahead.
Christopher Brett Danely - Citigroup Global Markets, Inc.:
Hey. Thanks, guys. Steve, now that we're working through the June quarter, can you just give us your best guess of combined seasonality for you guys plus Atmel for the September and December quarters, and then also maybe compare this deceleration that we've just seen versus the deceleration that occurred at the end of 2014?
Steve Sanghi - Microchip Technology, Inc.:
So I think – I don't really have numerical numbers for all the quarters for seasonality. I believe that the December and March quarters continue to be weak quarters, and June and September continue to be strong quarters, so we're guiding good sequential growth in June. And I would expect the same thing for September, and then December is usually the weakest quarter for the combined companies. And March, also driven by the Atmel seasonality, is slightly negative although this quarter we just announced was slightly positive. So I don't think that has changed, strong June, strong September, weakest December, and a weak March. Mind you, this is all going to change with Microsemi, whose seasonality we do not understand yet. And the second part of your question was what?
Christopher Brett Danely - Citigroup Global Markets, Inc.:
Yes, just compare the deceleration that we've seen with lead times coming in to what happened in 2014. We had a deceleration back then. It was obviously a little bit sharper, but it seems like the time period was roughly the same. Would you agree with that?
Steve Sanghi - Microchip Technology, Inc.:
2014 deceleration was driven by a significant slowdown in China that everybody saw. I don't recall what caused that. I think there were some government regulations change, reduced some of the subsidies from the various markets. There were a lot of things, and it was so clearly driven by China. This deceleration is not driven by any place. World economies are synchronously going up, and I think the business environment is pretty good worldwide. This is just as the longer lead times are coming in, basically business is going back to normal, so I don't really think it's at all like 2014.
Christopher Brett Danely - Citigroup Global Markets, Inc.:
Okay, thanks. That's helpful.
Steve Sanghi - Microchip Technology, Inc.:
Investors and analysts have been trying to compare this to 2014. Ever since we put the letter out on April last year, there has been the talk, everybody trying to compare it to 2014, and it's nothing like 2014. We've been telling you that this will soft-land, and I think you've got to give it to me that we have soft-landed it completely.
Operator:
Our next question comes from Harsh Kumar with Piper Jaffray. Please go ahead.
Harsh V. Kumar - Piper Jaffray & Co.:
Hey, thank you, Steve, and congratulations, excellent results. So a perfect segue into my question, so now that the soft landing I think you said is complete, would you give us an idea of what you're thinking in terms of just your part of the business, not MSCC, but just your part of the business and how it plays out as far as growth is concerned? And I have a question that's a follow-up.
Steve Sanghi - Microchip Technology, Inc.:
I think it's the same question I just answered, strong June, strong September. You should see good results from us for this quarter and the next quarter, and then we go into a slow December and slow March. I think the numbers we have talked about before, mid to high single-digit growth, I think that's where we are and that's what the current guidance is, and I think the business has gone to normal after a soft landing.
Harsh V. Kumar - Piper Jaffray & Co.:
Fair enough, Steve. And then your MCU business is pretty strong. I think you mentioned 2.5 times the growth rate. A lot of the large players play in the same markets as you. Everybody's targeting industrial and automotive, but you guys are doing substantially better. Is share take all of it, or are there other things going on, Steve, in your opinion?
Steve Sanghi - Microchip Technology, Inc.:
Go ahead, Ganesh. Do you want to take that?
Ganesh Moorthy - Microchip Technology, Inc.:
A substantial portion of it is taking share. I think we're also consistent in an approach that isn't picking we're only going to do 32 bits and not focus on others. We are broad-based between 8 bits, 16 bits, and 32 bits. We find the spots that each of them succeed in. Each of them is growing. They're setting new records as they're growing. And so that breadth of what we have in solutions, how we go to market in many ways differentiates us from other people who may have a little different way of how they want to go to market. And I think the results show that, and year-in and year-out the market share has been growing, the position in that ranking has been growing. So I think there's no one silver bullet that's causing it, but our approach in go-to-market across the microcontrollers is contributing to the differentiated results in microcontrollers.
Harsh V. Kumar - Piper Jaffray & Co.:
Thanks, guys.
Steve Sanghi - Microchip Technology, Inc.:
I would add to that, Harsh, that we are rapidly being perceived as the most reliable microcontroller supplier. They have seen significant challenges in delivery and other problems from our competitors both in Japan and Europe, and you know the names of those companies. Those companies have discontinued or end-of-life'd their large number of products from some of the companies they have merged with and created significant havoc at the customers. And the other company that is in play right now waiting for the China MOFCOM, they have seen significant dislocation or the customers have seen inconsistent supply and challenges. Microchip absorbed a very large acquisition of Atmel and other companies we have bought before. And what we have done for the customer is then not end-of-life any of the microcontrollers. The customers have a very positive experience with us through all that, and so I think we are the preferred supplier, that's why.
Harsh V. Kumar - Piper Jaffray & Co.:
Congratulations, guys. Thank you.
Steve Sanghi - Microchip Technology, Inc.:
Thanks.
Operator:
Our next question comes from Rajvindra Gill with Needham & Company. Please go ahead.
Rajvindra S. Gill - Needham & Co. LLC:
Yes, thank you, and I echo my congratulations. Steve, I was wondering if we could shift the conversation away from inventory and distribution, et cetera, and characterize the demand environment from a qualitative perspective, what you're seeing in industrial IoT, automotive and ADAS, how that's maybe different from last year trends and going forward.
Steve Sanghi - Microchip Technology, Inc.:
I think the demand environment is really as normal as it can be described. There are always outliers, but the demand environment is normal. I just think last year, some of the lead times went out and the environment was more heated. After many, many years of low single-digit growth in the industry, last year industry growth was very positive. This year the growth is less than last year, but growth is still quite healthy, and the business environment is more normal this year than it was last year. I don't think anybody argues the industry can grow 13% – 14% per year. That's what it grew last year, but this year seems to be more normal.
Rajvindra S. Gill - Needham & Co. LLC:
Okay, got it, so more normalized growth rate versus last year. And then, Eric, in terms of the CapEx, is this kind of – the CapEx is going to change with Microsemi, but I'm wondering if you could give us some insight on how we should think about CapEx in fiscal year 2019 but also more on a longer-term basis.
J. Eric Bjornholt - Microchip Technology, Inc.:
So for fiscal 2019, we just guided today for CapEx to be between $200 million and $250 million for the year, but that includes about $70 million of building projects. And there can always be some building projects going on, but we've got four different projects around the world that are adding to that that set us up nicely for efficient growth going forward, and we reduce lease costs and things like that. So I'd call that one out of the ordinary. So if you take building projects out of the last fiscal year, fiscal 2018, as well as fiscal 2019, at $170 million to $175 million range for CapEx, I think that's normal in a growth environment. If for any reason we saw growth decline, our maintenance CapEx is significantly lower than that, and we've seen how that can come down dramatically. But we're investing for growth, we're investing to bring manufacturing activities in house, which enhance our gross margin going forward and give us more control over the overall supply chain, so we'll continue to make those investments.
Rajvindra S. Gill - Needham & Co. LLC:
Okay, got it, and just one question on deleveraging rapidly. Can you talk about any specific tranches that you're going to start taking out, what the impact will be on the interest expense in the near term and the medium term? Thanks.
J. Eric Bjornholt - Microchip Technology, Inc.:
So I'll take that question. We're not ready to give specifics yet, but Steve did say in his prepared remarks that really all of our cash flow outside of what we have for investing in the business and CapEx and dividend will be used to rapidly delever. If you look at the combination of Microchip and Microsemi, these are two very high-quality, high-operating margin, high cash flow companies, and those models combined will improve from where they are on day one. And really all that cash generation over the first couple of years is absolutely going to be pay down debt and drive us to that 2.5 times leverage target that Steve mentioned in his prepared remarks. So I don't have specifics by quarter or by year, but I think you can do your modeling and come up with a pretty good estimate.
Ganesh Moorthy - Microchip Technology, Inc.:
You can see what we did with the Atmel delevering as well.
Rajvindra S. Gill - Needham & Co. LLC:
Excellent, thank you.
Steve Sanghi - Microchip Technology, Inc.:
We're going to pay the highest interest first, kind of a no-brainer. And with some regards to looking at what's the fixed debt and what's the variable debt and basically a combination of paying down term loan and the line of credit, some combination of that.
Operator:
Our next question comes from Gil Alexandre with Darphil Associates. Please go ahead.
Gilbert Alexandre - Darphil Associates:
Good morning and congratulations. On the Microsemi acquisition, I don't recall what you thought the earnings accretion might be year one and three. And as you did your due diligence, can you comment on any positive or negative surprises? Thank you.
Steve Sanghi - Microchip Technology, Inc.:
It's a very general question. Since we announced the transaction, we haven't seen any positive or negative surprises. During the diligence prior to announcement of the transaction, we didn't know as much about the company before, so we didn't really have a baseline against we could see that this was a positive or negative. But there always are as we went through various business units and corporate profiles, there were things we liked and the things we did not like. I think it will be probably a longer discussion to go into it, not a way to remember it (54:49) offhand. I think the next step is when we close the transaction and then spend 90 days with the company, that's when we will see probably what we found as a positive or negative surprise. So probably ask that question in another couple of earnings calls later.
J. Eric Bjornholt - Microchip Technology, Inc.:
And maybe I can just add to that to refresh people's memory of what we said on March 1. Things haven't changed from that standpoint. We were assuming a June 2018 close, which is still our expectation. We had indicated that Microsemi would add $0.75 of non-GAAP EPS accretion on an annualized run rate basis in the first year after close, and in the third year after close that we would achieve $300 million in synergy from cost savings and revenue growth, and Microsemi would contribute $1.75 of non-GAAP EPS.
Gilbert Alexandre - Darphil Associates:
All right. Thank you very much, congratulations.
Steve Sanghi - Microchip Technology, Inc.:
Thank you.
Operator:
Our next question is from Kevin Cassidy with Stifel. Please go ahead.
Kevin Edward Cassidy - Stifel, Nicolaus & Co., Inc.:
Thanks. Within your microcontroller business, what was the fastest-growing, 8-bit, 16-bit or 32-bit? And is it units driving the growth or dollars?
J. Eric Bjornholt - Microchip Technology, Inc.:
Steve, I can take that. We don't break out growth rates for revenue by segment of the microcontrollers. As you can follow from the prepared remarks, all of them have been setting new records, so there's no one of them that is providing the growth that is offsetting any of the other ones. We're very happy with all three of them. And I think outside of that, there's nothing more to say.
Kevin Edward Cassidy - Stifel, Nicolaus & Co., Inc.:
Okay, I know you don't break it out by end markets, but can you say what area of the world that you're seeing the best growth from?
Ganesh Moorthy - Microchip Technology, Inc.:
So our growth is reflected in how revenue for the company is broken out by the regions of the world, so we have just under 20% in the Americas, just over 20% in Europe, and the balance is all in Asia. Now, Asian revenue reflects not only local consumption and local demand creation, but also represents business that is manufactured there for U.S. or other European companies, which then go back to the originating country. So that growth is very similar to the growth rates by end market, and the microcontrollers being such a dominant portion of Microchip at 65% revenue are going to be in the same range as what Microchip is growing in any of those regions of the world.
Kevin Edward Cassidy - Stifel, Nicolaus & Co., Inc.:
Okay, thank you.
Operator:
Our next question comes from John Pitzer with Credit Suisse. Please go ahead.
Charles Kazarian - Credit Suisse Securities (USA) LLC:
Hi, this is Charlie Kazarian on behalf of John Pitzer. Thanks for letting me ask a question today. I was hoping to dive a little bit deeper into the March quarter revenue. Specifically, you narrowed rev guidance on March 1 with a midpoint that was mostly unchanged. Could you just talk a little bit more about what specific buckets of revenue saw upside over the remaining month of the quarter? Thank you.
Steve Sanghi - Microchip Technology, Inc.:
I don't think we have that data by bucket. By buckets, I don't know whether you mean geographically buckets or you mean by end markets or you mean by product line?
Charles Kazarian - Credit Suisse Securities (USA) LLC:
Just generically end markets or product lines or whatever you could provide would be helpful. Thank you.
Steve Sanghi - Microchip Technology, Inc.:
End markets we don't know because on a quarterly basis, we cannot break our business by the end markets across 115,000 customers where 53% of the business is through distribution. So we only provide that data once in a while after we do some painstaking amount of work, so we don't really have the data by end market. By product line, Eric, any nuggets of where the extra growth came from?
J. Eric Bjornholt - Microchip Technology, Inc.:
Honestly, I think from March 1 to the close, we saw strength across really all of the product lines. They all performed well. You will definitely see that in the quarter the analog business performed better than the microcontroller business, but that was the opposite the quarter before that. So Europe was very strong. That's typically what we see in the March quarter and it closed out strong, but I really don't think that we can peg it down like that, just good overall growth across the various product lines.
Ganesh Moorthy - Microchip Technology, Inc.:
And we cleared some delinquencies that helped in the month of March, helped the growth that we had been expecting versus what we actually saw.
Charles Kazarian - Credit Suisse Securities (USA) LLC:
Thank you.
Operator:
Our next question comes from Christopher Rolland with Susquehanna. Please go ahead.
Christopher Rolland - Susquehanna Financial Group LLLP:
Thanks, guys, and nice execution on the quarter. So I like the sell-through that you guys are going to report. I wish more people would do that as well. Perhaps you guys can describe how big that difference is between sell-through and sell-in that we've seen in the past. And then, Steve, I almost get the sense that you philosophically are against sell-in. Some people think it creates bad behaviors. You're not going to incentivize your sales force on sell-in. I was wondering if you could talk about philosophically how you view that. Thanks.
Steve Sanghi - Microchip Technology, Inc.:
So you're absolutely correct. We are philosophically against sell-in because in sell-in, your relationship with distributors is built on commercial making the deals with the buyers in distribution to stuff the channel essentially. Hey, buy more of my parts, buy more of my parts. In a sell-through, the incentivization of the sales force to your effort is in driving design wins to revenue, so that the parts are going out from distributor shelves to the end customer, and that's the main difference. Company after company that we've been involved in, the companies we have bought, Atmel and Micrel and others, they all had sell-in revenue recognition. And now we know their history, we have their records, we have their books, and the amount of managing the quarter that goes on at the end of the quarter by giving distribution deals, from pricing concessions to payment terms to buddy-buddy distribution, please take another $10 million from me, all that happens is really bad behavior, and it doesn't represent demand. During the last few years as FASB was looking at defining revenue recognition, we fought that. I think we wrote a paper on it a long time ago, but FASB went down their decision where the revenue recognition for GAAP has to be sell-in. So we lost that battle, and so therefore, we have to announce GAAP based on sell-in, but we're not going to throw our religion away. We're going to manage the business based on sell-through. We're going to create demand. Our motto is drive design wins to revenue. We're going to incentivize our people. All bonus programs will be based on sell-through. We're going to measure distribution based on sell-through, but we'll go through an SEC-required GAAP exercise to report as sell-in.
Christopher Rolland - Susquehanna Financial Group LLLP:
Great, thanks for that color, and thanks for offering sell-through. Going forward for me, OpEx was a tiny bit higher as a percentage of revenue. Perhaps just if you guys could, talk about where those investments are going, thanks.
Steve Sanghi - Microchip Technology, Inc.:
I don't think the changes are meaningful in terms of any conscious investments we made anywhere. I think it's just a large juggernaut, and there are lots of moving parts, exchange rates too. In the first quarter, you have some of the social security payments come back in for some of the people who are maxed out in the later quarters, and you could have slightly lower turnover, higher turnover and not being able to replace the people. So it's just a whole bunch of moving parts. There was really nothing – no conscious decisions were made to invest more or less.
Christopher Rolland - Susquehanna Financial Group LLLP:
Great. Thanks, guys.
Steve Sanghi - Microchip Technology, Inc.:
Thank you. Do you have anything to add, Eric?
J. Eric Bjornholt - Microchip Technology, Inc.:
I'm just going to add one thing onto that. So we've been operating below what Microchip has said has been our operating expense model. And to drive a 40% operating margin company, you have to make investments in R&D, in technical salespeople, in support functions and everything that goes into it. We have a lot of open requisitions in the company and we're going to continue to make those investments to make sure our business just isn't strong today but it's strong 3, 5, 10 years from now.
Christopher Rolland - Susquehanna Financial Group LLLP:
Great. Thanks, Eric.
Operator:
Our next question comes from Harlan Sur with JPMorgan. Please go ahead.
Harlan Sur - JPMorgan Securities LLC:
Good morning, great execution on the fiscal 2018 performance. The analog business drove about half of the incremental upside in the March quarter and it grew about 5% year over year. That's nice acceleration from the 1.5% growth in the prior quarter and a deceleration trend prior to that, and this is despite the reclassification headwinds. Is the year-over-year reacceleration a reflection of the increased attach rates you're achieving per program, as you highlighted at Analyst Day, or do you think it's just normal quarterly fluctuations?
Steve Sanghi - Microchip Technology, Inc.:
Ganesh?
Ganesh Moorthy - Microchip Technology, Inc.:
So there's certainly some of that, which is a reflection of work we have done previously from an attach standpoint. And we've been telling you for several quarters that the headwind is only because of the way we reclassify it, but that the underlying fundamentals of the analog business and what we're doing to create growth and attach and all those other things remain intact. Quarter to quarter you're going to see fluctuations on it, but I think the longer-term trend you should expect is that analog will have nice growth associated with what we can do with selling it as a part of our total system solutions.
Harlan Sur - JPMorgan Securities LLC:
Great, thanks for the insights there. And aerospace and defense is only about 2% of core Microchip business pre-Microsemi. That percentage mix increases about 5.5x with Microsemi. I've heard that AMD is more sticky than your industrial products. I hear margins in AMD are better than industrial. First of all, would you agree with that? And does Microchip have a family of high-rel radiation-hardened MCUs, or is that something you guys hope to achieve with the Microsemi team? Thanks.
Steve Sanghi - Microchip Technology, Inc.:
Ganesh?
Ganesh Moorthy - Microchip Technology, Inc.:
So clearly, the portion of our business that will be aerospace, defense, and space will grow up with Microsemi. It is very sticky business. It is high-margin business. And so in that sense, it joins the family of industrial and automotive and other product lines we have that have similar characteristics. Some of the work technically that we have to do also take advantage of what we have to do for industrial and automotive. Specific to the rad-hard product line, yes, we do have rad-hard microcontrollers. Some of that work obviously started from Atmel and what they had been doing prior to the acquisition. And Microchip had been building more products that were ready for defense business but the rad-hard portion came really from the Atmel heritage. And it will grow significantly with Microsemi's portfolio, which is quite rich in other areas as well of defense and aerospace.
Harlan Sur - JPMorgan Securities LLC:
Great, thank you.
Operator:
And we have no additional questions. At this time, I would like to turn the call back to Mr. Steve Sanghi for any additional or closing remarks.
Steve Sanghi - Microchip Technology, Inc.:
We want to thank all the investors for joining this call and for being investors in Microchip. All the best from us, and we'll see you during the quarter maybe at some of the conferences. Thank you.
Operator:
Ladies and gentlemen, this concludes today's call, and we thank you for your participation. You may now disconnect.
Executives:
J. Eric Bjornholt - Microchip Technology, Inc. Ganesh Moorthy - Microchip Technology, Inc. Steve Sanghi - Microchip Technology, Inc.
Analysts:
Craig M. Hettenbach - Morgan Stanley & Co. LLC William Stein - SunTrust Robinson Humphrey, Inc. Harsh V. Kumar - Piper Jaffray & Co. Chris Caso - Raymond James & Associates, Inc. Mark Delaney - Goldman Sachs & Co. LLC Christopher Brett Danely - Citigroup Global Markets, Inc. Craig A. Ellis - B. Riley FBR, Inc. Adam J. Gonzales - Bank of America Merrill Lynch Kevin Edward Cassidy - Stifel, Nicolaus & Co., Inc. Harlan Sur - JPMorgan Securities LLC Gil Alexandre - Darphil Associates John William Pitzer - Credit Suisse Securities (USA) LLC (Broker) Hans Mosesmann - Rosenblatt Securities, Inc.
Operator:
Good day, everyone, and welcome to the Microchip Technology Third Quarter and Fiscal Year 2018 Financial Results Conference Call. As a reminder, today's call is being recorded. At this time I would like to turn the call over to Microchip's Chief Financial Officer, Eric Bjornholt. Please go ahead, sir.
J. Eric Bjornholt - Microchip Technology, Inc.:
Good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press release as of today, as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO; and Ganesh Moorthy, Microchip's President and COO. I will comment on our third quarter fiscal year 2018 financial performance, and Steve and Ganesh will then give their comments on the results and discuss the current business environment as well as our guidance. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release on this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effects of our acquisition activities and share-based compensation. Net sales in the December quarter were $994.2 million, modestly higher than the midpoint of our guidance and down 1.8% sequentially from net sales of $1.012 billion in the immediately preceding quarter. We have posted a summary of our revenue by product line and geography on our website for your reference. On a non-GAAP basis gross margins were at the high end of our guidance range of 61.4% in the December quarter. Non-GAAP operating expenses were at 22% of sales which was a record low and below the low end of our guidance range which was 22.2%. Non-GAAP operating income was a record $391.7 million at 39.4% above the high end of our guidance of 39.2%. Non-GAAP net income was $341.2 million and was up 38.4% as compared to the same quarter last year. Non-GAAP earnings per diluted share was $1.36 which was above the midpoint of our guidance. On a GAAP basis, gross margins including share-based compensation and acquisition-related expenses were a record 61.1% in the December quarter. GAAP gross margins include the impact of $3.5 million of share-based compensation. Total operating expenses were $361.8 million, and include acquisition and tangible amortization of $121 million, share-based compensation of $20.5 million, $1.2 million of acquisition-related and other costs, and special charges of $0.2 million. GAAP net income was impacted by a $439.8 million discrete tax event in the quarter primarily associated with the Tax Cuts and Jobs Act, and we also incurred a loss of $2.1 million on the retirement of our 2037 2.125% convertible bonds. After these adjustments, the GAAP net loss was $251.1 million or $1.07 per diluted share. The non-GAAP tax rate was 8.5% in the December quarter, and we expect the rate to be about the same in the March quarter. Due to the Tax Cuts and Jobs Act we expect about $300 million of taxes to be paid over the next eight years related to the tax incurred on foreign earnings that were permanently invested offshore referred to as the transition tax. We estimate the tax payments to be approximately $25 million in years one through five, $45 million in year six, $60 million in year seven and $75 million in year eight. We will continue to evaluate the impact from the Tax Cuts and Jobs Act and these estimates may change as we complete our analysis. We are working through the impact of recent U.S. tax reform on Microchip's longer term effective tax rate. There is no impact on the fiscal year 2018 rate as you can see from our March quarter guidance provided in today's earnings release. Excluding the transition tax from the Tax Cuts and Jobs Act, we expect our ongoing long-term cash tax rate to be below 9%, which is what we are providing to investors and analysts for cash flow and operating model forecasting purposes. We will continue to refine this over the coming months prior to providing guidance for Q1 of fiscal year 2019. Moving on to the balance sheet, our inventory balance at December 31, 2017, was $487.1 million. Microchip had 115 days of inventory at the end of the December quarter, our targeted inventory levels are between 115 and 120 days. Inventory at our distributors in the December quarter were at 34 days and up 3 days from the prior quarter, and in the normal historical range for distribution inventory. The cash flow from operating activities was a record $365 million in the December quarter. As of December 31, the consolidated cash and total investment position was $1.985 billion, of which about $550 million is domestic cash. Due to the Tax Cuts and Jobs Act, the majority of our offshore cash could be brought back to the U.S. without incurring any material additional tax cost. We bought back the remaining amount of our 2037, 2.125% convertible bonds in the December quarter through $58.3 million in cash. Capital expenditures were $66.4 million in the December 2017 quarter. We expect about $50 million to $60 million in capital spending in the March quarter and overall capital expenditures for fiscal year 2018 to be about $200 million to $210 million, which is at the lower end of the guidance that we provided last quarter. We are aggressively adding capital to support the growth of our production capabilities for our fast growing new products and technologies, and to bring in house more of the assembly and test operations that are currently outsourced. These capital investments will bring significant gross margin improvements to our business, particularly for the Atmel manufacturing activities that we are bringing into our own factories. As mentioned last quarter, our capital spending in fiscal 2018 also reflects three new building projects we are constructing in Arizona, India and Germany, which will give us meaningful lease cost reductions and avoidance in the future, as well as allow us to cost effectively scale our future growth. Depreciation expense in the December quarter was $32 million. We also want to provide an update on the tax treatment of our dividends. In fiscal year 2017, our dividends paid to shareholders were treated as return of capital and we were expecting similar treatment in fiscal year 2018. The tax cuts and Jobs Act which passed in December 2017 has changed this outlook. Due to the U.S. taxation and fiscal year 2018 of our foreign earnings which were historically permanently invested offshore, Microchip is taxable in the U.S. in fiscal year 2018. As a result, dividends in the June September and December 2017 quarters are fully taxable to our shareholders, and dividends to be paid in March 2018 will be fully taxable to our shareholders. We believe the impact of U.S. tax reform on Microchip's U.S. taxable income in future periods will result in dividends being fully taxable to shareholders in fiscal year 2019 and beyond. We will continue to provide updates to shareholders on this topic in the future if facts and circumstances change. I will now ask Ganesh to give his comments on the performance of the business in the December quarter. Ganesh?
Ganesh Moorthy - Microchip Technology, Inc.:
Thank you, Eric, and good afternoon, everyone. We performed better than we expected in the seasonally slow December quarter with a sequential revenue decline of 1.8% and year-over-year growth of 12.8%, all organic growth as there was no contribution from acquisitions in the last four quarters. The Microchip 2.0 transformation continues to make good progress especially in terms of new design opportunities as we enable our clients' innovation with the very best smart, connected and secure solutions. Taking a closer look at microcontrollers, our Microcontroller business performed well in the December quarter with revenue down sequentially only 0.6% as compared to the September quarter. On a year-over-year basis the December quarter Microcontroller revenue was up a very strong 18.9%. 8-bit Microcontroller revenue actually set a new record again, edging out the September quarter performance, while 16-bit and 32-bit revenue continue to have strong year-over-year performances. Our Microcontroller portfolio and roadmap has never been stronger and we are seeing continued growth in our design-in funnel which we expect will drive future growth as these designs progress into production over time. Microcontrollers represent a 66.5% of Microchip's overall revenue in the December quarter. Now moving to our Analog business. Our analog revenue was sequentially down 3.2% in the December quarter as compared to the September quarter, and up 1.5% on a year-over-year basis. As we highlighted at our last conference call, our publicly reported analog results continue to see some revenue classification headwinds resulting from a deliberate shift in strategy we made several quarters ago. The change in product line strategy, as we reported last quarter, is that we have for some time been adding microcontroller cores to several of our more complex analog products, especially those that provide our clients with smart connectivity solutions. The addition of microcontroller cores to these analog products enables us to sell a higher value and more defensible total system solution. These smart connectivity products are growing nicely, and as they replace older products and new designs, our revenue classification for these new products have shifted from the analog product line to our Microcontroller product line. Transitioning to more sticky and higher margin smart connectivity revenue is the right Microchip answer, but does impact some of the product line reporting that analysts are interested in as some of the revenue growth shifts into our Microcontroller product line. In the longer term, as the revenue from analog attached design wins continues to ramp, we fully expect that the analog product line revenue will grow nicely. Our analog products represented 23.3% of Microchip's overall revenue in the December quarter. Moving next to our licensing business. This business was up 6.8% sequentially in the December quarter and up 15.5% on a year-over-year basis, setting a new record in the process. We are seeing the fruits of having licensed several foundries and independent device makers for several years on multiple process technology nodes as they manifest in our results as the license processes ramp volume and generate royalty revenue for many years to come. Finally, our memory business was sequentially down 7.6% in the December quarter as compared to the September quarter, and up 3.4% on a year-over-year basis. Let me now pass it to Steve for some general comments about our business and our guidance going forward. Steve?
Steve Sanghi - Microchip Technology, Inc.:
Thank you, Ganesh, and good afternoon, everyone. Today, I would like to first reflect on the results of the fiscal third quarter of 2018. I will then provide guidance for the fiscal fourth quarter of 2018. Our December quarter financial results were good. Our net sales were slightly above the midpoint of our guidance, which itself was slightly better than five years of seasonality. Our non-GAAP gross margin of 61.4% of sales was at the high end of our guidance. Operating profit of 39.4% of sales made a new all-time record, and earnings per share of $1.36 exceeded the midpoint of our guidance by $0.01 per share. I want to thank all the employees of Microchip worldwide for delivering an outstanding quarter and calendar year 2017. On a non-GAAP basis, this was also our 109th consecutive profitable quarter. Now I will provide you with an update on Microchip 2.0. We are continuing to experience an enormous customer preference to design with our Microcontroller solutions in all 8-bit, 16-bit and 32-bit customer applications. On top of that, our various acquisitions have now built a powerful diversified product line through which we are able to provide total system solutions to our customers. We are winning incremental design wins with multiple products in the same boards of our customers. We have a robust design win funnel and we feel very optimistic that Microchip 2.0 is working and increasing the organic growth of Microchip. Based on SIA numbers, our Microcontroller market share in calendar 2017 was at a record 15.7%, up 220 bps from calendar 2016. To be fair, calendar year 2016 only had three quarters of Atmel, while 2017 had all four quarters of Atmel. So I calculated market share for three quarters of 2016 to three quarters of 2017, which will be April 1 to December 31 of both years. Based on that nine-month comparison, our market share gain was 91 bps higher than 2016. Also, our Microcontroller market share grew in each of 8-bit, 16-bit and 32-bit product lines. Now let us go into the guidance for March quarter. Our inventories at Microchip at the end of December 2017 were 115 days, which is right at our target. We were able to get to this target a quarter or so ahead of what we were thinking. This is due to enormous progress we made on the manufacturing side and bringing capacity online and decreasing lead times. Our book-to-bill ratio has also continued to moderate from 1.11 in both March 2017 and June 2017 quarters, and then the book-to-bill ratio was 1.05 in September 2017 quarter and 1.0 in December 2017 quarter. This moderation of book-to-bill reflects the improvements in lead times that we have seen or we have been able to achieve over the last several quarters. As we have indicated before, our seasonality for any given quarter will change as we integrate acquisitions and end up with a new blended seasonality. The seasonality of the Atmel business is driven by a larger percentage of consumer-oriented business, which has a sharper decline in the March quarter. In fact, the historic Atmel seasonality in the March quarter over the five years prior to the acquisition was a 7.8% sequential decline when they were an independent company. Meanwhile, Microchip's historic seasonality in the March quarter in the five years prior to acquiring Atmel was a 2.75% sequential growth. The blended average March seasonality results in a minus 1% sequential decline. You can also see the contribution from Atmel's consumer business in the stronger than seasonal blended results Microchip experienced in the June, September and December quarters of 2017. We will compare our March quarter guidance to this combined seasonality of new Microchip. So now let's go into the non-GAAP guidance for the March quarter. We expect total net sales in the March quarter to be down 3% to up 1% sequentially, giving us a midpoint of the guidance at minus 1%, which is right at seasonality that I explained about. In September quarter last year, our net sales were up 15.8% from a year ago quarter. In December quarter, our net sales were 12.8% from a year ago quarter. In March 2018 quarter, we are guiding the net sales to be up 9% from a year ago quarter, clearly demonstrating the soft landing scenario that we have been talking to the investors. Our total fiscal year 2018 sales ending March 31, 2018 with midpoint of the guidance is expected to be up 13.2% from fiscal year 2017 sales, beating most of our competitors for the same time window. Regarding gross margin, we see a steady improvement in overall gross margin of the company. Based on Microchip 2.0 margin drivers, we expect gross margin for the March quarter to be between 61.3% and 61.7% of sales. We expect overall operating expenses to be between 22% and 22.4% of sales. We expect operating profit percentage to be between 38.9% and 39.7% of sales. And we expect earnings per share to be between $1.30 and $1.39 per share. I want to remind investors that our long-term financial model is a non-GAAP operating profit of 40% and you have seen that we are relentlessly marching towards this model. Given all the complications of accounting for the acquisitions including amortization of intangibles, restructuring charges and inventory write up on acquisitions, Microchip will continue to provide guidance and track its results on non-GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters and we request that the analysts continue to report their non-GAAP estimates to First Call. With this, operator, will you please pool for questions?
Operator:
Certainly. We'll take our first question from Craig Hettenbach with Morgan Stanley.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Yes, thank you. Steve, thanks for the color in terms of book to bill and lead times. When you think through the March quarter seasonality with Atmel/Microchip combined can you help us as you go toward June in terms of what you typically see for the June quarter?
Ganesh Moorthy - Microchip Technology, Inc.:
Well, the June and September were stronger quarters for Atmel as well as for Microchip and you have seen pretty strong June and September quarters for the last couple of years since we have had Atmel in both quarters. And you've seen the December quarter slightly stronger than our historic seasonality as we just reported. And what their results is significant difference in the March quarter seasonality where Microchip was historically up for 2.5% to 2.75%, and Atmel was down a whopping 7.8%. And that's really when you combine it together, that's what results into a minus 1% seasonality.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Got it. And then maybe just a follow up for Eric. As you approach the target model and given the margin expansion you've seen, can you talk about just some of the initiatives this year and maybe on the intermediate term for both gross margins and op margins?
J. Eric Bjornholt - Microchip Technology, Inc.:
So, I mean, on the gross margin front it's more of the same of what we've been talking about over the past year in terms of investing and the assembly and test and bringing more of that in-house, and we're making progress on that front. We've deployed a lot of capital over the last couple of quarters, we had more coming in this quarter as we talked about in my prepared remarks on the $50 million to $60 million of capital coming in. So that will continue to add to the gross margin improvement over time. We've got good utilization in our wafer fabs and all those things are making our cost structure very favorable. At a midpoint of guidance here of about 61.5% gross margin, we've got about a 1% improvement to go to get to the target model, and we're confident that we're going to get there with all these initiatives that we have.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Got it. Thanks.
Steve Sanghi - Microchip Technology, Inc.:
And same thing on the operating margin, we just reported 39.4%, and our long-term model is 40%. And we're fairly confident that most of that gross margin will fall through and we're going to be in that range.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Got it.
Operator:
We'll go next to William Stein with SunTrust.
William Stein - SunTrust Robinson Humphrey, Inc.:
Great. Thanks for taking my question. I'm wondering if the inventory build is something that you had expected at the start of the quarter or if that occurred more as a result of perhaps orders not coming in with turn rates as fast as you might have expected when the quarter started?
Steve Sanghi - Microchip Technology, Inc.:
So the inventory was pretty much right on target what we had guided to and what we achieved. The turns rate in December quarter was not soft. We beat the December quarter from the midpoint of our guidance so I don't think there was any issue in terms of our bookings in December quarter, which will have changed the inventory.
J. Eric Bjornholt - Microchip Technology, Inc.:
Yeah. And you can see from the guidance that we had on our release, we think we're going to continue to be within our inventory target range of 115 to 120 days in the quarter that we're in right now, so I think inventory is well managed.
William Stein - SunTrust Robinson Humphrey, Inc.:
That helps. One follow-up, if I can. You might have mentioned this, and I apologize if I missed it, but you've been talking about supply constraints on the Atmel portfolio, in particular in backend tests, and I think you've noted that you expected to be supply constrained there for – one time you said for the next year, maybe now we're at either six or nine months more. Any update on that relative to the capacity you've been adding. And I see the book-to-bill coming down and lead times coming down. Is that specifically related to the Atmel backend test? And any update there will be helpful. Thank you.
Ganesh Moorthy - Microchip Technology, Inc.:
So Atmel had many business units. It was just not one business, it was microcontrollers and memory and defense and aerospace and RF and automotive and wireless and other businesses. We had broad based challenges on the Atmel business, and every quarter certain products, certain business units get help you on that. And we have been guiding from the very beginning that we expect this to take until about June of this year for it to – all business to get healthy and that really hasn't changed. So as we speak right now, there is largely, I would say, one-and-a-half business units that are still having significant challenges. Most of the others are in the very tail end where a large amount of problems have been resolved. And this last one-and-a-half business unit largely chose the testing platforms to be the one that you cannot acquire any more of. These were very old testers of 1970, 1980 vintage that should have been obsoleted prior to the year 2000. And 20 years later they're still running, but they're not running, they're not running well. And the capacity on them is going down not up because every quarter you've got to take one of it down to use for spare parts because you cannot buy anymore, so therefore the capacity is decreasing not increasing. So we are bringing that testing up on those products on more modern testers or microchip platforms, but that process is painful and then qualification of customers, many of those are automotive customers. So that is the process we've been going through for the last year-and-a-half, and I think during which we have grown the business, results have been great, lead times have been slowly coming down, but some of the remaining challenges remain and we think we need another five months to get it all behind.
William Stein - SunTrust Robinson Humphrey, Inc.:
Thanks for the details.
Steve Sanghi - Microchip Technology, Inc.:
Welcome.
Operator:
We'll go next to Harsh Kumar with Piper Jaffray.
Harsh V. Kumar - Piper Jaffray & Co.:
Yeah. Hey, guys. First of all, congratulations on a solid quarter. 9% growth is pretty impressive, Steve. I wanted to ask about your outlook for March. In those markets, your broad end markets, auto-industrial consumer, which one do you think is going to outperform, in your opinion, the most?
Ganesh Moorthy - Microchip Technology, Inc.:
Well, if the question is just for the March quarter, the consumer, obviously, is the weakest.
Harsh V. Kumar - Piper Jaffray & Co.:
Sure.
Ganesh Moorthy - Microchip Technology, Inc.:
Automotive should do very well. Industrial should do very well. In some markets you have kind of brand new budgets coming in, in the New Year. The only market that is soft which is driving a minus 1% guidance is because of the Atmel seasonality which is usually down almost 8%, and that is driven by some of the consumer markets. Everything else should be good.
J. Eric Bjornholt - Microchip Technology, Inc.:
And maybe I'll add to that on a geographic basis, this will be a strong quarter for Europe. It always is, just many more shipping days in the quarter without the holidays. Asia is the most challenged just because of the Chinese New Year, and Americas should do pretty well.
Harsh V. Kumar - Piper Jaffray & Co.:
So Steve, as my follow-up, you guys always run the company for the long-term, and historically in lean times even you've grown inventories, your target level of inventory is 115 to 120 days. You just hit 115 days now. By all metrics, end markets are still pretty good. Does it actually make sense for you to – can you make the case that you should actually be growing your inventory levels even further and beyond the 115 days? So why stop here?
Steve Sanghi - Microchip Technology, Inc.:
Well, if our inventories get below 100, then we don't have usually all the right product in the right place and all the permutations and combinations and SKUs and permutations and combinations and SKUs and flavors available, and then you go on support and you're expediting and you're going to have a lot of manufacturing challenges. When you are in the 115, 120 days of inventories and I think we can manage our business reasonably well. I mean, I wouldn't distinguish between 115, 120 or a few days left or a few days even more than that on the outer side. But we don't want to have – keep going, like you said, to have 135, 140, 150 days of inventory, because then you're not really making the right use of that inventory. We don't need that much inventory and you have the opposite risk of obsolescence where certain products, customer changes are flavored. They want to use a different package and we packaged it in and we want to keep most of the inventory and die (00:30:23) inventory. And when you do that, then its dollar value doesn't grow as much versus if you put it in the finished goods. So I think that's well-tried over the years, that's really the right kind of number. And when we are lower than that, we're trying to grow inventory, when we are higher than that we're trying to decrease inventory, and that's kind of still the right number.
Harsh V. Kumar - Piper Jaffray & Co.:
Understood. Thanks, guys, and congrats.
Steve Sanghi - Microchip Technology, Inc.:
Thank you.
Operator:
We'll go next to Chris Caso with Raymond James.
Chris Caso - Raymond James & Associates, Inc.:
Yes. Thank you. Good evening. I guess to start if you could talk a little bit about where lead times are in general now? You're talking about them coming down. Would you consider them at normal levels now? And just following on from that, Steve, you had talked about the soft landing that you were trying to achieve. You've got lead times down now, you had the book to bill at 1, I mean, would you consider that with what you are seeing now, that soft landing is what we're seeing now or are there are more steps that need to be taken as you go into next year in order to achieve that?
Steve Sanghi - Microchip Technology, Inc.:
So let me have Ganesh answer the lead time, then I'll pick up on your soft landing question.
Ganesh Moorthy - Microchip Technology, Inc.:
So lead times are running – if I look at the December quarter in the 4-week to about 14-week window. So if you remember, we had – at the peak of this, we've had between 4 and 20 weeks and we have started out the capacity has come on board as we're able to get our manufacturing to respond. We've been bringing that down and we fully expect that it gets a little bit farther down in the March quarter, maybe closer to about 10, 11 weeks at the top end, and then gets down to between 4 and 8 weeks which is what we would consider to be normal on about 90% of our standard line items by the June quarter, right about on the same timeline we established about a couple of quarters ago.
Steve Sanghi - Microchip Technology, Inc.:
So picking up on the soft landing scenario, I think I would say we've pretty much demonstrated it. We're on the tail end of it. So March quarter is right at seasonality combining Atmel and Microchip together. And if June quarter grows from here, June, September are stronger quarters, then we kind of just right went through soft landing and getting back to kind of seasonality and March quarter is up 9% year-over-year. And right in the upper end of that range that we had given you and over time it gets into the middle maybe or something around that. I mean, we're not minus 10%, we're not correcting like some of the people thought we will.
Chris Caso - Raymond James & Associates, Inc.:
Okay. Thank you. Just as a follow-up on the analog business and some of your comments on that. And I think I understand what you're saying that there's growth in analog within the microcontroller market which is affecting what gets classified in the analog segment, but what does that mean going – well, I guess two questions. One is why are we seeing that now in that – are there particular product cycle transitions happening which would cause that to show up in the numbers now? And then what does that mean for the analog business going forward? Should we expect some flattening of the growth on the analog business over the next several quarters as that trend plays out?
Ganesh Moorthy - Microchip Technology, Inc.:
So the transition we're going through is some of our analog business was connectivity business when it either got originally created or if it came to us from an acquisition, was largely all analog in its functionality and therefore classified as analog. As time went on, if you look at a customer's system, we then begin to see what are the other functions that are on that customer's system. And often there are microcontrollers that are there to be able to take advantage of that analog. What we did some time back was create a new set of products which effectively combined the microcontroller and the analog into a single product. And as we go win new designs – and by the way, sometimes that microcontroller was ours, in other cases the microcontroller was somebody else's. But when you take a complete solution, which is a single chip which has the microcontroller and the analog, particularly in some of these smart connectivity solutions and there's a fair amount of software that we provide, the combined solution is a far more defensible, far higher margin and far more sticky business that we have. So it creates the right answer and we don't think ahead of time should we create products that fall into analog or fall into microcontroller. We're doing what we think we need to do to be able to grow, protect and have high profitability on the products we have. So that's one part of the headwind you're seeing, so to speak, by classifying it as microcontroller versus analog. But the other side of the tailwind that is coming, and I think we will see it progress along is the standard analog products that we've had, as they get attached around our microcontroller, our new designs as we have talked about the total system solution and the whole Microchip 2.0 approach of going to market. The remaining analog products will, over time, get back some of that tailwind and have that growth. And there's a bit of cross-currents between some of the analog that is moving to microcontroller for the right reasons, and the new analog designs that will come in and give us growth. But in the long run, we fully expect that analog will be a part of the growth story for Microchip.
Steve Sanghi - Microchip Technology, Inc.:
By the way, if a pure analog company adds a microcontroller core to another complex product to improve performance or programmability or for any other reason, they would still call it an analog product. If exact same product existed in Maxim or Linear or Intercell or – they'll call it an analog product. But same product, if it has a microcontroller core, we put it in microcontrollers, so it's a classification difference. It doesn't change the value proposition. At the end, we have a better total solution for the customer, more sticky socket, higher ASP, higher margins and overall growing the revenue.
Ganesh Moorthy - Microchip Technology, Inc.:
Sure. But just to be clear then, with that trend and the microcontroller growth on a year-on-year basis already up, as we model your analog business going forward, that trend should persist until, I guess, you said, you see that attach rate from the analog components start to rise. Is that the correct interpretation?
Steve Sanghi - Microchip Technology, Inc.:
It's certainly, as Ganesh described, it has some headwind because of that. Because of that classification, it puts a little tailwind on the microcontroller, a little headwind on the analog. How it will manifest itself longer-term next quarter or the quarter after and all that, we don't really yet know. It's a new phenomenon. I mean, we manage the company in an overall growth and we don't really care where you put it.
Chris Caso - Raymond James & Associates, Inc.:
All right. That's fair. Thank you.
Operator:
We'll go next to Mark Delaney with Goldman Sachs.
Mark Delaney - Goldman Sachs & Co. LLC:
Yes. Good afternoon and thanks for taking the questions. First question relates to Atmel. Company did a fantastic job of improving the margin structure of Atmel and I had thought that maybe some of that margin improvement was adjusting which end markets are being targeted with the historical Atmel products, maybe more towards automotive and industrial. Can you just talk about to what extent that was a factor or is consumer still a pretty big part of the mix? And I asked just to better understand the comment around the Atmel seasonality in March versus the historical rates.
Steve Sanghi - Microchip Technology, Inc.:
Well, I mean, we have had Atmel for seven quarters. That's usually the – six quarters plus is the lead time to get a new product in production. So if you talk (00:38:44) a lot of this improvement has come from because we largely changed the flavor of which markets the products were sold, I think you miscalculated there. What we had said was Atmel had a focus on – what terminology we used, home runs, Eric?
J. Eric Bjornholt - Microchip Technology, Inc.:
Yeah. Swinging for the fences.
Steve Sanghi - Microchip Technology, Inc.:
Yeah. Swinging for the fences. We had a focus on large account in consumer segment, swinging for the fences and some you win, some you lose, and gross margins are lower and all that. So we very largely changed the focus on where the future retention is. And true, it's automotive, it's industrial, in other areas and less on the consumer accounts. But it didn't change the existing flavor of those parts in the last several quarters till those designs were obsolete and the new designs we are focused on come to fruition. So a large majority of the margin structure change has come from improvement of pricing, disciplined pricing, dramatic cost reduction in the fab, assembly test, bringing a lot of those parts inside, reducing a large portion of the expenses, just doing the whole job overall better and rationalizing R&D, rationalizing manufacturing. But you cannot change the flavor of the business regarding what segments of business is in seven quarters. You barely touch it in seven quarters.
Mark Delaney - Goldman Sachs & Co. LLC:
Got it. That's helpful. And then for a follow-up on capital allocation, the company had talked in previous quarters about potentially engaging in M&A now that the balance sheet has been improved. I'm curious for an update on how Microchip is thinking about that at this point, especially with the increased flexibility in your cash post the U.S. tax reform?
Steve Sanghi - Microchip Technology, Inc.:
We are really not thinking any differently. Post U.S. tax reform, the cash becomes easily movable from offshore that really was not easily movable before because it was permanently invested offshore. But our priorities have not changed. We continue to believe our priorities are investing in M&A first, dividend second, and our stock buyback only opportunistically. So those have not changed.
Mark Delaney - Goldman Sachs & Co. LLC:
Thank you.
Operator:
We'll go next to Christopher Danely with Citigroup.
Christopher Brett Danely - Citigroup Global Markets, Inc.:
Hey. Thanks, Steve. Just to talk about, I guess, the soft landing that we're all trying to engineer here. Can you give us a little more color on like specifically what would be the combined typical June seasonality for Microchip plus Atmel? And then could we be above or below that? I mean, I guess, how can we be sure that we've, I guess, landed yet in terms of the soft landing?
Steve Sanghi - Microchip Technology, Inc.:
So I don't have the number for June quarter. It's a good question. We should have thought about it. I don't have it off the cuff. But you have seen strong June quarters for the last two years, you've seen strong September quarters for the last two years, and then you have seen stronger than historical December quarters. March quarter is right at seasonality. So it's really – that's what I'm seeing where it has landed. Therefore, the June quarter is below seasonal. If that's your concern, we think the June quarter should be pretty good, June quarter should be strong.
Christopher Brett Danely - Citigroup Global Markets, Inc.:
Got it. And then how would you compare this slowdown or return to normal or soft landing or whatever you want to call it, versus like prior slowdowns that you've seen? Maybe talk a little bit about the linearity of bookings, how your customers feel, how the (00:42:53) feel inventory?
Steve Sanghi - Microchip Technology, Inc.:
Well, I think when you look at cycles, no two cycles are really different. One, many of the prior cycles have crash landed, and this one certainly is not crash landing. We engineered a soft landing here. The other factor was in some of the prior cycles, some sort of second catalyst happened. In 2014, it was a dramatic slowdown in China that we saw at first, and four months later, everybody saw it in stocks' price significant selloff. In some prior cycles, they were driven by other factors, a tech burst in 2000 or whatever, we're going way back. I don't see any other second catalyst this time, it's just driven by getting a capacity in line, bringing the lead times down, going from a high book-to-bill ratio to a very moderating one book-to-bill ratio. I mean, at one book-to-bill ratio you can grow the business forever, just take incremental terms every quarter and the business can grow. And for 90% of our business life, the book-to-bill is around 1, right?
J. Eric Bjornholt - Microchip Technology, Inc.:
Yeah, that's right.
Steve Sanghi - Microchip Technology, Inc.:
Yeah. And that where it should be, that means the lead times are short, people can get their product. We still have some challenges on the Atmel side in about one-and-a-half business units like I talked about and those are built-in analyses, and that part of it we still need to soft land. But it's largely there, I think. I think it's right over the runway.
Christopher Brett Danely - Citigroup Global Markets, Inc.:
Okay. Thanks a lot.
Steve Sanghi - Microchip Technology, Inc.:
Yeah. Welcome.
Operator:
We'll go next to Craig Ellis with B. Riley FBR.
Craig A. Ellis - B. Riley FBR, Inc.:
Yeah. Thanks for taking the question, and Steve for giving us the numbers that really show the 10 percentage point difference between Atmel's first quarter calendar seasonality and what was Microchip to make sense of things. So what I wanted to do is shift over to margins and ask you about the target March model, because when I look at the business I see that with gross margins we're I think within a 100 basis points of target, with operating I think we're within 60 basis points. The team's done a spectacular job improving margins over time, and you've raised the targets multiple times, I believe. The question is as you get this close to targets, is there anything that you would see that test (00:45:42) the business would have a ceiling at those targets, or is there an opportunity to operate above those targets?
Steve Sanghi - Microchip Technology, Inc.:
So I think what we do not want to do is on any parameter when we are above the target, or in the case of operating expense where we are below the target, then we suck that in and make that as a new target and keep thinking that the other one has to go higher. And then the operating margin goes over 40%, and then we say, well, how high is the target. The peak can't be the target. The business will oscillate over good times and bad times and very strong environments and weaker environments. 40% is a long-term target. Can it temporarily in good times go over 40%? The answer is yes, but there'll be equal times when a business is in recession and software will be less than 40%. So if you're really doing the math like you did, you're saying, well gross margin is about 100 basis points away from target and operating expenses already at target, wouldn't our operating margin go higher? Well, the answer to that is yes but that's not long-term, that's temporary. It might go there. But during huge growth we have had last year, fiscal year 2017 or 2018, we grew 13.7% or a number like that. During that same time, expenses do not keep up and you get on the lower end of the expenses. And when the business moderates sometime, then the expenses catch up a little bit because otherwise, you're not able to hire people enough in a very, very strong time. So again, you've got to give it a flex. And as managers, we don't want to be in such a tight box that every little slack, you suck it in. And then we're in such a small box, then we're just missing point one here and point two there. So think of that way. On a pure math basis, can the operating margins go higher? Yes, temporarily. We're not willing to yet admit that the longer-term margins could be higher than 40%. And the second piece of that is still the M&A strategy. I have never bought a business that makes 40% operating margin or 39.5% where we are. So whenever we buy a business, it's usually much lower, then you have to understand the flavor of its business, can we improve its growth? Can we improve its operating expense? Where does it go? And then a blended margin comes up, and usually most acquisitions result into a blended margin to be slightly lower. For example, Microchip's operating margins are still several hundred bps above the Atmel flavor of the business, so it's 39.5% total, but Microchip is well above 40% and Atmel is much lower than 40% and we're still improving it. And some of the Atmel may never get where Microchip is and we were quite honest from the beginning and say, we'll improve it substantially. We have gone from Atmel breakeven to in the mid-30%s, but it can't match mid-40%s where Microchip might be. And I'm just putting fat brackets here and not giving you where the breakdown is. So I don't know whether that helps, but don't keep making our box smaller and smaller, please, we need some room to operate.
J. Eric Bjornholt - Microchip Technology, Inc.:
It's also the balance of (00:49:36) and profitability. So we've got to make sure that the investments for growth are there so that it's not just profitability but without any growth.
Craig A. Ellis - B. Riley FBR, Inc.:
Speaking of growth, Ganesh, I'm going to ask a question on a business I don't think I've ever called out on the quarterly call before, but you did note the very strong sequential performance of a licensing business, and underneath that you highlighted some of the recent agreements that have been made with foundry and the growth that's being driven off that. As we look at that strong sequential growth, what does that mean and what do the recent business signings mean for the performance of that business in the immediate term, and what kind of beneficial effect does that have on the company's margin structure?
Ganesh Moorthy - Microchip Technology, Inc.:
So I want to be clear that the improvement in the results are not from recent signings. Signings took place multiple years ago after which you have to go install the technology, qualify the technology, allow the technology to ramp, and then have that ramp generate royalty revenue. And royalty is the substantially larger portion of the revenue that we get from the licensing business. And that continues to layer in as by either foundry or IDM that we license it to by node that it is licensed, and it can also change based on how a given process node succeeds or doesn't succeed. So much like in our IC designs where you have to get those designs early and then work with the customer to realize the revenue, it can take 24 months, 36 months. Licensing has a similar kind of thing where what you're seeing in today's benefit are things we did one, two, three years ago. And we continue to have new licenses that we are getting signed off that will create future growth, and I think we expect licensing will contribute to the overall growth that Microchip has, and of course at a much higher level of profitability.
Steve Sanghi - Microchip Technology, Inc.:
I would say though that on the effect of licensing on the margin, licensing is a $100 million business. So a $100 million business at a higher gross margin than Microchips overall, but Microchip is at a $4 billion dollar run rate roughly. It's just really a small needle mover. There are equal number of other various business units where certain products are much higher gross margins, certain other products are less gross margin, and the mix moves forward and sometimes one has a stronger growth, the other has strong growth. True, licensing business is accretive to the gross margin, but at $100 million or a $400 million, it doesn't dominate.
Craig A. Ellis - B. Riley FBR, Inc.:
Got it. Thanks, guys.
Operator:
We'll go next to Vivek Arya from Bank of America Merrill Lynch.
Adam J. Gonzales - Bank of America Merrill Lynch:
Hi. Yeah, this is Adam Gonzales on for Vivek. Thanks for taking my question. Just wondering how we should think about your CapEx moving into fiscal 2019 in the context of some of the views you've laid out on the demand environment in a relative supply-demand balance? Thanks.
J. Eric Bjornholt - Microchip Technology, Inc.:
So we haven't gone through our annual operating plan process for fiscal 2019 yet so we're not ready to give a number on that as it is. We have made significant investments as last year, we have goals to bring the assembly and tests that we do internally hire and that will require investment. But I don't think we're ready to give – provide the street with a number yet for next year's CapEx. Still going to be a small percentage of overall net sales.
Adam J. Gonzales - Bank of America Merrill Lynch:
Got it. And I guess just one quick follow-up. I know this is a bit nitpicky on the seasonality issue, but in the March quarter, you guys are down 1% quarter-on-quarter, what's different this year versus last year? I mean, you had Atmel for a full quarter then and sales over 2% sequentially, so just what was better than seasonal in March versus this year?
Steve Sanghi - Microchip Technology, Inc.:
That's kind of what threw everybody off. Last quarter was very noisy. The – not the last quarter, March quarter last year was very noisy. We had just gone go live on January 1. There were a bunch of orders that were pushed out into the quarter. There were just – there were a lot of moving parts and there was a large amount of delinquency we had carried in the prior quarter of December, some of it we were able to meet. We were new to that business. It was the first March quarter we had had. Atmel had also left a fair amount of pricing and all that on the table. We talked about it and we were seeing a significant impact of price increases we had done which matched some of the seasonality. There were just way too many moving parts.
Ganesh Moorthy - Microchip Technology, Inc.:
Plus the environment was stronger in March last year.
Steve Sanghi - Microchip Technology, Inc.:
Yeah. I mean, not that environment is weak now though, but it's certainly not as strong as a year ago. So I think that's what threw everybody else off. And...
Adam J. Gonzales - Bank of America Merrill Lynch:
Okay.. Thanks very much.
Steve Sanghi - Microchip Technology, Inc.:
I think this time there's no such noise, and this is a true seasonality with Atmel.
Adam J. Gonzales - Bank of America Merrill Lynch:
Thanks. Got it.
Operator:
We'll go next to Kevin Cassidy with Stifel.
Kevin Edward Cassidy - Stifel, Nicolaus & Co., Inc.:
Yes, thanks. And congratulations on the quarter. Going to the Microchip 2.0 strategy of platforms, how is that affecting your pressure on ASPs. You had mentioned before, Steve, that industry consolidation, you're seeing less pressure, but is this helping maybe even lift ASPs?
Steve Sanghi - Microchip Technology, Inc.:
Well, I mean, the answer to that is yes. I mean, I don't know if the ASPs continuously go up, but we are severely resisting the pressure to give year-over-year declines in large majority of the cases we're succeeding and are able to hold our ASPs, plus as we add a microcontroller intelligence to analog, as we attach analog around microcontroller will be more input into the customer to have a total solution. In general, you can bundle and it's more sticky and it helps ASP. All that is happening. But I mean, semiconductor ASPs do not constantly go up. I think if you can have them not go down, that will be good enough.
Ganesh Moorthy - Microchip Technology, Inc.:
Yeah. It avoids commoditization of the individual products when you can take a complete solution and have this (00:56:23) show the customer the value in doing that.
Kevin Edward Cassidy - Stifel, Nicolaus & Co., Inc.:
Right. And maybe and even on the OpEx side is, your platforms, are the designs robust enough that you can win designs without Microchip employees or FAEs being involved?
Steve Sanghi - Microchip Technology, Inc.:
Well, across 115,000-plus customers, a vast majority of the customers we don't have Microchip FAEs involved. You just can't have that many employees covers, so there is a large amount of effort in us building reference designs, documenting, training on the web, training in person. W train 30,000 engineers around the world in various masters' conferences, seminars and webinars and onsite customer training. So there is a – Microchip is huge. Microchip is a very vast training organization teaching our customers how to do it. And then, there is a lot of self-start help and all that where customers are designing a product. Vast majority of Microchip's customers, you do not have a Microchip FAE involved in helping them in their design. There's a Microchip FAE involved in overall general training with which they do their design. Otherwise, you wouldn't be able to have enough people.
Kevin Edward Cassidy - Stifel, Nicolaus & Co., Inc.:
Okay, thank you.
Steve Sanghi - Microchip Technology, Inc.:
Welcome.
Operator:
We'll go next to Harlan Sur with JPMorgan.
Harlan Sur - JPMorgan Securities LLC:
Good afternoon, and thank you for taking my questions. From a geographical perspective on a year-over-year basis, you're driving growth in all of your geographies, so demand looks pretty broad based. But one of the geographies that kind of stands out is the Americas region, growth was up 5% versus the rest of the fees that were up at least double that rate. Any reason for the slower growth in the Americas region?
Steve Sanghi - Microchip Technology, Inc.:
Well, the problem is we count the revenue where the product is shipped not where the product is designed. So manufacturing largely keeps moving out of Americas, and I don't know whether it will change in the coming years. So when you look at 5% Americas growth, it artificially understates it when internally we look at the revenue in the Americas counting back the revenue which was generated in America and shipped overseas and Americas growth was great. It was just as good as any other geography. It wasn't weak.
Harlan Sur - JPMorgan Securities LLC:
Yeah. Thanks for the insights there. And then...
Steve Sanghi - Microchip Technology, Inc.:
But we report actually it's where we shipped it.
Harlan Sur - JPMorgan Securities LLC:
Got it. It seems like the team has gained quite a bit of traction with these analog products with the integrated MCU cores for these, what do you guys call, smart connectivity solutions. Can you guys just give us some examples of where these type of connectivity solutions are used, applications or end markets? And when you say connectivity, are you talking about both wired and wireless connectivity integrated with your MCUs?
Steve Sanghi - Microchip Technology, Inc.:
Yeah. Go ahead.
Ganesh Moorthy - Microchip Technology, Inc.:
It's both. So let's take one example which probably you have but you're not familiar with. Your car has a USB hub in it. And depending on the vintage of your car, that is a hub that has progressed over time from at one time being largely an analog-only solution to today being a smart connectivity solution where that hub has a way to recognize what is being attached to it, has a way to either be a slave or a master. It has a way to control your display, and of course, power the devices connected to it. So it's a far smarter hub today than it was several years ago. Several years ago we would've called that an analog product. And as the new designs have gone into production, those we would call as a microcontroller product.
Harlan Sur - JPMorgan Securities LLC:
Right.
Steve Sanghi - Microchip Technology, Inc.:
You could take a different market – take a thermostat, a large number of thermostats nationwide, you can access them now through your phone or pad. I know I can access the thermostats in my house on my phone remotely while traveling, turn the temperature off or down or up. Or if I'm going to be on business for longer than was anticipated, I can keep the house turned off. Those are all connectivity solutions where you're doing it wirelessly. And it would have a micro Wi-Fi or a micro and a Bluetooth, for example, on the same chip, rather than two chips. The large number of speakers in the home, you don't connect them anymore. You simply Bluetooth it from your phone into the speaker and the sound is coming. You don't really access the music through a box or something anymore these days. I mean, you can still do that, most times you access the music through the phone and just Bluetooth into any of the speakers in your home. That's connectivity wirelessly.
Ganesh Moorthy - Microchip Technology, Inc.:
You can take those same general examples and apply it to Ethernet to CAN, to various forms of wireless and so on and so forth.
Harlan Sur - JPMorgan Securities LLC:
Yeah. Thanks for the insights. Thank you.
Ganesh Moorthy - Microchip Technology, Inc.:
Okay.
Operator:
We'll go next to Gil Alexandre with Darphil Investments.
Gil Alexandre - Darphil Associates:
Good evening. When you look at your business, you still see revenues growing at 7% to 9% over the next few years. And...
Steve Sanghi - Microchip Technology, Inc.:
Yes. As we are driving our business, we are modeling our business and looking at the impact of 2.0, those are the targets we are driving towards.
Gil Alexandre - Darphil Associates:
And as you look at the business now, how strong do you find the Asian business and the European business?
Steve Sanghi - Microchip Technology, Inc.:
Last year, all three businesses were very strong. If you look at just on a quarterly basis, March quarter has the Chinese New Year, so Asian business in the current quarter is always weak. European business in the March quarter, they're the strongest geography in the March quarter, and America is normal. If you look at the December quarter, usually with all the holidays and all that, Europe and America businesses were weak, and Asia business was okay. So each quarter, it's kind of slightly different. When you go to June quarter, Asia business rebounds strongly from Chinese New Year quarter of March to June. I don't know if that helps.
Gil Alexandre - Darphil Associates:
All right. Thank you.
Steve Sanghi - Microchip Technology, Inc.:
Yeah. Thank you.
Operator:
We'll go next to Rajvindra Gill with Needham & Company. Due to no response from Rajvindra (01:03:41), we'll go next to John Pitzer with Credit Suisse.
John William Pitzer - Credit Suisse Securities (USA) LLC (Broker):
Yeah, guys. Thanks for squeezing me in. Steve, congratulations on the solid results, especially on the operating margin. Steve, one of the questions I had, over the last several months as you talked about sort of the soft landing scenario, you kind of alluded to the potential that you could keep every quarter this calendar year in that sort of high-single digit long-term revenue growth target. Is that still kind of the way you see this calendar year playing out? And I guess secondly, if it is, do you get there on just seasonal growth sequentially or will it take some above seasonal quarters?
Steve Sanghi - Microchip Technology, Inc.:
John, I don't know, I think this March quarter Atmel seasonality last year kind of threw everybody off, I would say including us. And as we really dove into it and looked at our backlog and look at the business and then analyzed prior five years of Atmel business and the behavior of these large swinging for the fences accounts and design wins, the last year's performance kind of threw it off and those accounts still had a problem last year. But it was kind of overcome by the general halo of price increases and a lot of under-marketing of AVRs and all that that Atmel had done and where we improved the position, stronger distribution, and things like that. So the number of things last year kind of threw it off, and I guess all of us together somehow didn't quite capture the blended March seasonality. So that's what we are adjusting to. So give us a little time to get our feet back on the earth and really see what effect it has on the rest of the quarter. I mean, economy is not bad, bookings are not bad, the business is not bad. We're getting strong turns, our inventory is right. We're not in a massive inventory correction mode of any kind. There's really no problem in business. We're doing well. And when you do the calculation like we have shared, we are right on target. But obviously...
John William Pitzer - Credit Suisse Securities (USA) LLC (Broker):
That's helpful. And, Steve...
Steve Sanghi - Microchip Technology, Inc.:
Go ahead.
John William Pitzer - Credit Suisse Securities (USA) LLC (Broker):
Well, just anecdotally, for me one of the things that's always important as we kind of orchestrate the soft landing as book-to-bill and lead times come in, are you seeing any sort of unusually high cancelation patterns or different order patterns from your customers, or are they responding to your ability to meet demands in an orderly fashion?
Steve Sanghi - Microchip Technology, Inc.:
Yeah. So they're just responding to us shipping into a more orderly fashion. If you recall, last March to last June, the bookings were not any stronger, the book-to-bill was exactly the same because we informed the customers of lead time, they responded with higher orders out in time to respond to their lead time. And as the lead times have come in, then customers that are adjusting to their lower lead time and don't have to place outer bookings which is then lowering the book-to-bill ratio, and now it's at parity and it's moderating so customers are essentially giving us as many bookings as they need and don't have to give huge bookings out in time. This is almost perfect landing, I think, so far. The only difference, I think, street had higher expectations for March looking at March seasonality last year which was kind of typical Microchip, and basically there were lots of other factors in the business, pricing and others which match that seasonality. And this year, December to March, we can't.
John William Pitzer - Credit Suisse Securities (USA) LLC (Broker):
Okay. That's very helpful. Thank you, Steve.
Steve Sanghi - Microchip Technology, Inc.:
And obviously, result is some of the other quarters have to be stronger and I think they will be and hopefully they will be. Certainly, last year they were/ March, June, September, December, they were all stronger, and this year should be the same. Next couple of quarters should be stronger because of that March seasonality.
John William Pitzer - Credit Suisse Securities (USA) LLC (Broker):
Perfect. Thank you very much.
Steve Sanghi - Microchip Technology, Inc.:
Yeah. Welcome.
Operator:
We'll go next to Hans Mosesmann with Rosenblatt Securities.
Hans Mosesmann - Rosenblatt Securities, Inc.:
Thanks for squeezing me in. Hey, Steve, can you give us a rundown on the competitive dynamic in 8-bit, 16-bit and 32-bit? Have things changed over the past several years and so on? Thanks.
Ganesh Moorthy - Microchip Technology, Inc.:
The number of competitors continues to be reasonably – a reasonable number of good strong competitors. We have continued to move up that ranking and so we have been gaining share in all of these product lines, including the overall microcontrollers as well. Some of these competitors have had various challenges relative to either their capacity. In some cases they're being acquired or not, so there have been those kind of things that are taking place there. But microcontrollers remains a competitive product line, a competitive market and I think that more rational actors today than they were perhaps five years ago. And they are responding, in some cases more so, or in some cases less so to the consolidation that's taking place, and that certainly helps as well. So nothing dramatic to report that is different about our competitive dynamics in microcontrollers.
Hans Mosesmann - Rosenblatt Securities, Inc.:
And Ganesh as a...
Steve Sanghi - Microchip Technology, Inc.:
I mean our Microcontrollers – I'm sorry...
Hans Mosesmann - Rosenblatt Securities, Inc.:
I just want to say...
Steve Sanghi - Microchip Technology, Inc.:
Microcontrollers business is up, I think almost, 19% last year. It was higher than Microchip's growth and higher than the industry growth in that segment. Based on FIA numbers, we gained share in all three 8-bit, 16-bit and 32-bit, and I shared with you the overall share gain by 90 bps almost. So I think things are good.
Hans Mosesmann - Rosenblatt Securities, Inc.:
Okay. Would it be safe to say that the average microcontroller actor out there is not using price as a way to gain share, it's more a value proposition?
Steve Sanghi - Microchip Technology, Inc.:
I don't really know if just gaining share by price has ever worked in microcontroller. These are complex parts, and over time we have shown surveys when you ask a customer what do you consider for choosing a microcontroller, the most frequent answer is the ecosystem, the tools, the support, qualities, the reliability, the customer, the samples, development tools and everything else. Price is one other factor. So these are not commodity products, it takes two years for the customer to go to production after they have made the device selection. So price has never been really the way to gain share, but there were players in the market that were irresponsive. They will drop the price too quickly and not stand up and fight to really maintain their price. And some of those have disappeared or some of those have become better and more responsible. But overall, I don't think price has been a mechanism to gain share in the market ever.
Hans Mosesmann - Rosenblatt Securities, Inc.:
Okay, good. Thank you very much.
Steve Sanghi - Microchip Technology, Inc.:
You're welcome.
Operator:
And with no further questions in the queue, I'd like to turn the call back over to Steve Sanghi for any additional or closing remarks.
Steve Sanghi - Microchip Technology, Inc.:
Well, thank you, everybody, for joining our conference call and we'll see some of you on the road at the various conferences we might go to. Thank you very much. Bye-bye.
Operator:
This does conclude today's conference. We thank you for your participation. You may now disconnect.
Executives:
James Bjornholt - VP & CFO Ganesh Moorthy - President & COO Stephen Sanghi - CEO & Chairman
Analysts:
Vivek Arya - Bank of America Merrill Lynch John Pitzer - Crédit Suisse Aegean Craig Ellis - B. Riley & Co. William Stein - SunTrust Robinson Humphrey Christopher Caso - Raymond James & Associates Christopher Danely - Citigroup Harlan Sur - JPMorgan Chase & Co. Kevin Cassidy - Stifel, Nicolaus & Company Christopher Rolland - Susquehanna Financial Group Gilbert Alexandre - Darphil Associates Mark Delaney - Goldman Sachs Group Craig Hettenbach - Morgan Stanley Rajvindra Gill - Needham & Company
Operator:
Good day, everyone, and welcome to this Microchip Technology Second Quarter and Fiscal Year 2018 financial Results Conference Call. As a reminder, today's call is being recorded. At this time, I would like to turn the call over to Microchip's Chief Financial Officer, Mr. Eric Bjornholt. Please go ahead, sir.
James Bjornholt:
Thank you, and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO; and Ganesh Moorthy, Microchip's President and COO. I will comment on our second quarter fiscal year 2018 financial performance, and Steve and Ganesh will then give their comments on the results and discuss the current business environment as well as our guidance. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release on this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effects of our acquisition activities and share-based compensation. Net sales in the September quarter were a record $1.012 billion, well above our guidance and up 4.1% sequentially from net sales of $972.1 million in the immediately preceding quarter. This was Microchip's first quarter with more than a $1 billion in sales. We have posted a summary of our revenue by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were 61.04% in the September quarter and above the high end of our guidance, which was 60.75%. Non-GAAP operating expenses were 22.46% of sales, well just below the low end of our guidance of 22.5%. And non-GAAP operating income was a record 38.6%, well above the high end of our guidance of 38.25%. Non-GAAP net income was a record $344.1 million and was up 7.9% on a sequential basis and up 56.7% as compared to the same quarter last year. Non-GAAP earnings per diluted share was $1.41, which was $0.06 higher than the midpoint of our guidance of $1.35. On a GAAP basis, gross margins, including share-based compensation and acquisition-related expenses, were 60.7% in the September quarter. GAAP gross margins include the impact of $3.7 million of share-based compensation. Total operating expenses were $388.7 million and include acquisition intangible amortization of $120.9 million, share based compensation of $19.9 million, $0.7 million of acquisition-related and other costs and special charges of $19.9 million, consisting primarily of a $19.5 million charge for fees associated with transitioning from the public utility provider in Oregon to a lower-cost direct access provider. This change is expected to provide significant expense and cash flow savings in the future. After these adjustments, GAAP net income was a record $189.2 million or $0.77 per diluted share. The non-GAAP tax rate was 9.1% in the September quarter, and the GAAP tax rate was a negative 1.6% for the quarter. Moving on to the balance sheet. Our inventory balance at September 30, 2017, was $456.9 million. Microchip had 105 days of inventory at September 30, 2017, up 5 days from the end of the June quarter. Inventory days are still well below our targeted levels but are starting to improve from our significant capacity expansion efforts as well as selective and opportunistic buy-aheads of constrained materials. Inventory at our distributors in the September quarter continued to be low at 31 days and were flat to the June quarter levels. The cash flow from operating activities was a record $350.1 million in the September quarter. As of September 30, the consolidated cash and total investment position was $1.844 billion, of which about $550 million is domestic cash. We bought back 15.1 million of our 2,037 convertible bonds in the December quarter where the bondholders had elected to convert. We expect the remaining principal amount of $17.3 million of the 2,037 2 1/8% convertible bonds to either be converted by the bondholders or called by Microchip during the December 2017 quarter. The call date for these bonds is December 15, 2017. Capital expenditures were $59.9 million in the September 2017 quarter. We expect about $70 million in capital spending in the December quarter and overall capital expenditures for the fiscal year 2018 to be about $200 million to $220 million, up from our prior guidance of $180 million as we capitalize on growth and cost reduction opportunities. We are aggressively adding capital to support the growth of our production capabilities for our fast-growing new products and technologies and to bring in-house more of the assembly and test operations that are currently outsourced. These capital investments will bring significant gross margin improvements to our business, particularly for the Atmel manufacturing activities that we are bringing into our own factories. Our capital spending also reflects 3 new buildings we are constructing in Arizona, India and Germany, which will give us meaningful lease cost reductions and avoidance in the future as well as allow us to cost-effectively scale for our future growth. Depreciation expense in the September quarter was $29.9 million. I will now ask Ganesh to give us comments on the performance of the business in the September quarter. Ganesh?
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. We're very pleased with how our product lines performed in the September quarter with overall sequential revenue growth of 4.1% and year-over-year growth of 15.8%, all organic growth as there was no contribution from acquisitions in the last 4 quarters. The Microchip 2.0 transformation continues to make strong progress, especially in terms of new design opportunities as we enable our clients' innovation with the very best smart, connected and secure solutions. Taking a closer look at microcontrollers. Our microcontroller business has performed strongly in the September quarter, with revenue being up 4.7% sequentially as compared to the June quarter, setting a new record in the process. On a year-over-year basis, the September quarter microcontroller revenue was up a very strong 20%. All microcontroller product lines, 8-bit, 16-bit and 32-bit, set new revenue records. Our microcontroller portfolio and roadmap has never been stronger, and we are seeing continued growth in our design end funnel, which we expect will drive future growth as these designs progress into production over time. Microcontrollers at almost $2.7 billion in annualized revenue, represented 65.7% of Microchip's overall revenue in the September quarter. To put our recent performance into perspective, in the last 5 quarters, we have grown our annualized microcontroller revenue by over $0.5 billion. All our microcontroller product lines are firing on all cylinders and driving differential growth and market share gains. We believe we have the new product momentum and customer engagement to continue to gain even more share as we advance the Microchip 2.0 transformation and further strengthen the best-performing microcontroller franchise in the industry Now moving to our analog business. Our analog revenue was sequentially flat in the September quarter as compared to the June quarter, and up 6.3% on a year-over-year basis and also set a new record by a whisker in the process. Our analog results over the last two quarters were negatively impacted by two factors, first, the back-end capacity constraints on products with Atmel heritage, which we discussed at the last earnings call, have taken more time to resolve as the lead time for new back-end equipment has been longer-than-expected, reflecting the strong industry conditions that our suppliers are also seeing; and second, we have been adding microcontroller cores to several of our more complex analog products, especially those that provide our clients with smart connectivity solutions. This enables us to subsume competitive microcontrollers which were sitting next to our analog products as well, as include the connectivity firmware in our products so that they form total system solutions and are, therefore, much stickier design wins. These smart connectivity products are ramping nicely. And as they replace older products in new designs, our revenue classification for these new products has shifted from the analog product line to a microcontroller product line. Transitioning to more sticky and higher-margin smart connectivity revenue is the right Microchip answer, but does impact some of the product line reporting that analysts are interested in as some of the revenue growth shifts into our microcontroller product line. As our back-end capacity constraints continue to get relieved and the revenue from analog attach design wins start to ramp, we fully expect that the analog product line revenue will grow at or above Microchip's overall growth rate. At over $950 million in annualized revenue, our analog products represent a 23.6% of Microchip's overall revenue in the September quarter. We continue to successfully find more opportunities to attach Microchip's vast portfolio of analog products to Atmel microcontrollers and microprocessors at multiple customers and applications. This effort should pay dividends over time as these new design wins go to production. And we are developing and introducing a wide range of new innovative and proprietary products in the linear, mixed signal, power, interface, timing and security products lines to fuel the future growth of our analog products as we march relentlessly towards making analog a greater than $1 billion annualized revenue business for Microchip soon and a much larger business in the coming years. Moving next to our licensing business. This business is up 3% sequentially in the September quarter and up 8.9% on a year-over-year basis, also setting a new record in the process. We are seeing the fruits of having licensed several foundries and independent device makers for several years on multiple process technology nodes manifest in our results as the licensed processes generate royalty revenue for many years to come. Last but not least, our memory business was sequentially up 5.3% in the September quarter as compared to the June quarter. There are significant cost reductions underway for this business using the combined strength of Microchip and Atmel. We believe that this effort will make us even more competitive and further improve our gross margins. Let me now pass it to Steve for some general comments about our business and our guidance going forward. Steve?
Stephen Sanghi:
Thank you, Ganesh, and good afternoon, everyone. Today, I would like to first reflect on the results of the fiscal second quarter of 2018. I will then provide guidance for the fiscal third quarter of 2018. I will also provide update on capacity enhancement activities, lead times as well as Microchip 2.0. Our September quarter financial results were extremely strong. Our net sales were a new record and above our guidance, first time ever our net sales crossed a very important milestone of being above $1 billion for the quarter. Our net sales for this quarter were up 15.8% from the September quarter of a year ago, and this revenue comparison is not impacted by any acquisition since Atmel's full quarter revenue was in the September 2016 quarter results. Our non-GAAP gross margin percentage, operating profit percentage and earnings per share each exceeded the high end of our guidance. Non-GAAP earnings per share were up 50% from the September quarter of a year ago due to improving sales, gross margin percentage, operating expense leverage and successful execution of our core business as well as accretion from our acquisitions. I want to thank all the employees of Microchip worldwide for delivering a record quarter in every respect. This was also our 108th consecutive profitable quarter. There are 3 other points I would like to make on our sales growth, first, every one of our major product lines, 8-bit MCU, 16-bit MCU, 32-bit MCU, analog, wireless, licensing, memory and others, were up significantly in the September 2017 quarter over the year-ago quarter; number two, every major geography, North America, Europe and Asia, were up significantly in the September 2017 quarter over the year-ago quarter; and number three, sales in all end-markets were up in September 2017 quarter over the year-ago quarter. Now I will provide you with an update on Microchip 2.0. We are continuing to experience an enormous customer preference to design with our microcontrollers solutions in all 8-bit, 16-bit, and 32-bit customer applications. On top of that, our various acquisitions have now built a powerful diversified product line through which we're able to provide total system solutions to our customers. We are winning incremental design wins with multiple products in the same boards of our customers. We have a robust design win funnel, and we feel very optimistic that Microchip 2.0 is working and increasing the organic growth of Microchip. A year ago, in September 2016 quarter, our microcontroller market share in 8-, 16- and 32-bit combined was 14.46% as per the SIA numbers. In September 2017 quarter, our market share is up to 15.84%, an increase of 138 bps in 1 year. Now before I go into the guidance for the December quarter, I will say that we are continuing to see good business environment for our products worldwide and have a number of company-specific demand drivers. Our inventories at Microchip as well as the distributors are towards the low end of our normal range. We are continuing to slowly add incremental capacity at various bottlenecks. With that, our lead times have stabilized, with stable lead times we're engineering a soft landing so far without triggering any double ordering or panic from our customer base. Our book-to-bill ratio has moderated from 1.11 in both March and June quarters to 1.05 in September quarter as the lead times stabilize. We expect the book-to-bill ratio to come down further as lead times continue to moderate, hence engineering and soft landing. At the rate we are adding capacity, we believe that it will still take us through June 2018 when our lead times return to fully normal. Now let us go into the non-GAAP guidance for the December quarter. We expect total net sales in the December quarter to be about flat to down 4%, which, at the midpoint, represents a growth of approximately 12.6% on a year-over-year basis. I want to remind investors that in the last 5 years, we had 3 acquisitions that closed in the middle of September quarter. SMSC closed in August of fiscal year '13. ISSC closed in July of fiscal year '15, and Micrel closed in August of fiscal year '16. All these 3 acquisitions had a partial quarter revenue in September quarter and a full quarter revenue in the December quarter. Therefore, mathematically taking the average of the last 5 years of sequential growth would give you a false number. Excluding acquisitions, the average sequential decline in the December quarter over the past 5 years has been 2.5%, and ranged between plus 0.8% and minus 4.9%. Investors should compare our guidance for December quarter of flat to down 4% with an average 5-year seasonal performance of minus 2.5% in net sales and against the backdrop of a 1% beat of our FQ2 revenue guidance. Regarding gross margins, we see a steady improvement in overall gross margin of the company based on Microchip 2.0 margin drivers that we have discussed with the investors. We expect gross margin for the December quarter to be between 61% and 61.4% of sales. We expect overall operating expenses to be between 22.2% and 22.6% of sales, and we expect operating profit percentage to be between 38.4% and 39.2% of sales. And we expect earnings per share to be between $1.30 and $1.40 per share non-GAAP. I want to remind investors that our long-term financial model is a non-GAAP gross margin of 62.5%, operating expense of 22.5% and operating profit of 40%. And as you have seen, we are relentlessly marching towards this model. And we expect our longer-term annual revenue growth to be high single-digits. We believe we can grow above the industry driven by four factors, we can achieve about 1% to 2% extra growth due to our traditional market share growth continuing; we can achieve an additional 1% to 2% growth due to higher attach rate from our total system solution approach; we can achieve 1% to 2% higher growth from much less ASP erosion or stable ASPs, and we can achieve 1% to 2% higher growth from our distributor partnership approach versus competitors pulling back. And we have judged it down due to confounding effects to yield a 7% to 9% growth going forward. Given all the complications of accounting for the acquisitions, including amortization of intangibles, restructuring charges and inventory write-up on acquisitions, Microchip will continue to provide guidance and track its results on a non-GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters, and we expect that the analysts continue to report the non-GAAP estimates to First Call. With this, operator, will you please pool for questions?
Operator:
[Operator Instructions]. And we'll now take our first question from Vivek Arya with Bank of America Merrill Lynch.
Vivek Arya:
Steve, if you look over the last year, growth has been very strong for you guys. Can you give us a sense of how much of that has been sort of company-specific? How much of that has been the macro? Because I think what most investors are trying to get a sense for is how much of this growth is actually sustainable as we look out into the near-to-intermediate term.
Stephen Sanghi:
Well, it's very, very difficult. Customers don't have a good answer for -- that you're giving me this design. I'm winning this design. Is it because industry is doing well, or we are winning more than that? So that is a very, very hard to decipher. If you look at our last quarter, our year-over-year growth was 15.8%. We're not guiding to that. We're not expecting that. We're expecting a growth going forward of 7% and 9% with the December quarter guided at about 12.6% over the prior year December. So growth will moderate from these high numbers, and some of that excess is driven by the industry conditions.
Vivek Arya:
All right. And as a follow-up, in the last few days, there's been a lot of M&A excitement in semis. And I'm wondering how you were thinking about M&A given that your leverage is at a very, very comfortable level. And at what point would you decide that it is better to resume buybacks instead of maybe going after assets that might be marked-up but with all the excitement in the industry?
Stephen Sanghi:
Well, our capital allocation strategy and our thoughts have not changed since we discussed with all of you many times. Our first reference is to utilize our cash for our operations, R&D and other activities, but those are very well-funded into the P&L, and we do not need to really reach out into the balance sheet to spend excess cash. The second priority is to utilize our cash towards M&A. Our second priority is to maintain the dividend, keep growing its small amount incrementally, like we are, but not really have a very large incremental dividend program. Then our next priority is to utilize our cash for M&As. And our last priority is really to buy stock back, which we only do opportunistically.
Operator:
And we'll now take our next question from John Pitzer with Credit Suisse.
John Pitzer:
I guess, I just want to go back to the increase in the CapEx budget. Eric, you did, in your prepared comments, gave a sort of a good rundown of what's driving that. You did say there will be some cost savings because of that. I'm just kind of curious, does that put you sort of towards your target margin or above the target margin? And if you can help me understand what percent of the increase in CapEx is going because you just feel better about the demand, overall demand environment, versus bringing more stuff in-house?
James Bjornholt:
Well, we've been talking about, for the last several quarters, there are a lot of margin improvement that we can get by bringing a lot of the outsourced Atmel activity in-house, and the percentages of our internal production versus where they've historically are out of line with where we'd like them to be. So we're making these incremental investments, and there are significant gross margins to come. We think that by making these investments, we can get to our 40% operating margins and the 62.5% gross margin goal. And it's gradual. These things come over a steady period of time. There's only so much our manufacturing and operations teams can do in any given quarter. But we've laid out a pretty aggressive plan for us to increase the production capabilities in-house, and the gross margin will improve from there.
John Pitzer:
That's helpful. And then Steve, maybe as my follow-up, just to follow-on to Vivek's question about M&A. You've always been very disciplined about the price you're willing to pay for an asset. I think in the past, you've said, for every deal you've done, you've probably vetted and walked away from 3 or 4 deals. I'm just kind of curious. With Microchip 2.0 and your confidence level increasing that you can grow revenue faster than the industry, does that change the parameters around asset value you're willing to pay on the M&A front? And just given where the SOX index is now, any comment around asset value to your perception there would be helpful.
Stephen Sanghi:
There is really no change. We have strong filters in place in our M&A analysis, which are multidimensional in terms of multiples and revenue and gross margin, operating profit growth rates and others. I can't give you all those filters, but it's a fairly complex metrics that we have to check off. And really, at various times, the assets available outside could be on the lower end of that metrics or could be on the higher end of the metrics. But they're always companies that fit the metrics. And if they go on the higher end of the metrics and even beyond that, and they're too expensive and we won't do it, but there are always companies available which still fall in the metrics.
Operator:
And we'll now take our next question from Craig Hettenbach with Morgan Stanley.
Craig Hettenbach:
Just a question on just the microcontroller share and as you tick through some of the things that should allow you to grow above the industry in high single-digit growth, any particular end-markets or product segments that you'd call out in terms of where you're seeing the best market share positioning?
Ganesh Moorthy:
We don't go-to-market with an end-market view in order to be able to grow. We have a very broad approach to markets, applications, and a broad product line to go after them. Clearly, as the end markets strengthen in one area and other, we get participation incrementally from there. We've shown you how our automotive and industrial market share, when we presented it about 6 months ago, was that 60% of the overall revenue for us. And of course, those industries have been helping as they've had some strength. But we don't have a particular end-market that is driving us in one direction or another.
Craig Hettenbach:
Got it. And then just a follow-up question for Steve. Appreciate all the color on some of the cyclical barometers around lead times and book-to-bill. As you try to kind of navigate to a soft landing, is there anything different in terms of this cycle versus prior cycles, whether it's competition with distributors and customers, inventory you're holding to kind of help navigate through that?
Stephen Sanghi:
Well, I think, the lead times did not get as long this time as, clearly, they have gotten some other times. The customer behavior and the distributor behavior has been much more normal this time than we have seen in the other times. So I think everybody has behaved. We wrote a letter back in April informing our customers that the industry conditions were strengthening and the lead times are going out. In the March quarter, our book-to-bill ratio was 1.11. And we wrote the letter on April 4, after we had seen this very strong bookings. And in the June quarter, our book-to-bill was, again, 1.11, which means, really, there was no panic created. No customers rushed to place large orders. They kept doing what they were doing before the letter and conformed to our lead time and placed the orders to conform to the longer lead times. And then in December quarter, book-to-bill ratio came down to 1.05 as some of the products where the lead times have moderated, and the lead times right now are anywhere from 4 weeks to 20 weeks with the products all over the place. But the products where the lead times have become shorter, the bookings on them have moderated because people have the orders in place. So I think it's a much more behaved environment this time than kind of we have seen before. I do not know what's happening with the competitors and the rest of the industry. There are scattered cases where the customer isn't willing to take one of our products because he cannot complete the kit. There's a product coming from one of the competitors or other analogs or other companies where he needs to build his entire products. And if that one is not available, they don't want ours either. But same can be said by those competitors that one of our products wasn't available so their product didn't sell. But those are scattered cases. It's not all over the place. I think environment is pretty reasonable and reasonably well-behaved.
Operator:
And we'll now take our next question from William Stein with SunTrust.
William Stein:
You spoke in the prepared remarks about subsuming competitive microcontrollers when they're next to your analog products. It sounds almost like the cross-selling opportunity is being driven from analog to the digital MCU. I would have thought that the cross-selling opportunity was much more in the other direction. Can you elaborate on this, help us understand that dynamic a little bit?
Ganesh Moorthy:
It happens in both directions. So in many cases where we have the microcontroller at the center of the design, we see the breadth of what else surrounds that microcontroller early and are able to attach products. There are some specific cases where it's very complex analog and especially when it's smart connectivity, where, in addition to the analog and the connectivity function, it needs a microcontroller. And we, in many cases, enter those businesses through some of the acquired entities. We didn't have our micro controllers there to begin with. But once we now see where we are on the analog from a smart connectivity standpoint, we can begin to see what else can we subsume. And that's where it goes in the opposite direction, where the strength that came from analog gives us the ability to attach microcontrollers and, in many cases, do an integrated product that gives us more complete total system solutions in that application.
William Stein:
That's helpful. If I can squeeze in one follow-up. I just want to make sure -- it's really clarification point of the last question that someone else asked. It sounds like perhaps the shortages on the passive side have been sort of clipping overall demand. I think you mentioned a moment ago about if a customer can't get a complete kit because he's short, say, a capacitor and he doesn't want your product, at least not yet until he can do a full kit, did I understand that as sort of the dynamic that might have contributed to sort of soft landing where things didn't get out of hand because, let's say, passives or some other product clipped the peak demand rate?
Stephen Sanghi:
So I don't know if the others are seeing a massive number of cases where they're not able to ship the product because some passive product is not available. I think I'm kind of just seeing it sporadically where it's not large enough that, that becomes an excuse, where a number, the one way or the other. I think it's a noise level, but it's certainly a factor. It's possible that, for some other people, it's a much larger factor.
Operator:
And we'll now take our next question from Chris Caso with Raymond James.
Christopher Caso:
I just want to talk a little bit about the efforts to build inventory and the timing of that. With demand slowing a bit seasonally in the December quarter, does that give you the ability to catch up on inventory somewhat? Or is that to wait until more capacity is in place a couple of quarters from now? And then with that, I have to imagine there's some gross margin benefit as you run the fabs a little harder to build the inventory. Can you quantify that benefit and talk about how that works its way into 2018?
Stephen Sanghi:
So the way I will answer is, it's a continuous phenomenon. It is not digital where inventory doesn't grow this quarter, and a couple of years from now, it all grows to the right level. Our inventory grew by 5 days last quarter. Inventory will grow by some days this quarter and grow some again in March. And by June, we expect to try to get to the models. So it's a continuous phenomenon. In the stronger quarter, like we have had in the last 2 or 3 quarters, inventory was harder to grow because even though we added capacity, produced more units, we largely shipped them into the growth. Current quarter is seasonally a weak quarter, seasonally the weakest quarter of the year. So this quarter, the incremental capacity we're adding gives us the chance to add a little bit to the inventory because we can produce more than the weaker demand. But it's a continuous phenomenon. It's really not waiting for something to happen 2 quarters from now.
Ganesh Moorthy:
The other thing to keep in mind is our distribution inventory is at the low end of their range as well. So us having a little extra inventory helps as we go into the growth quarters. So that combined, we have the right amount of inventory for the market.
Christopher Caso:
And I'm sorry, the margin impact as the inventory is building?
Stephen Sanghi:
So margin impact is essentially doesn't care about whether inventory is building or not. It cares about overall production. If you produce more in wafers assembly test, then it has better absorption and has an accretive effect. So we have been producing more units every quarter, and you have seen the margin going up every quarter. So that's also a continuous phenomenon.
Christopher Caso:
Okay. As a follow-up, you had talked in your prepared remarks about a number of factors for why you think you grow faster than the inventory growing forward and what the impact would be. Can you talk about that looking backwards over the last year? And I know some factors are more difficult to measure than others. But perhaps give us a walk-through, perhaps some of these factors. And I think market share. You talked about, a little bit, pricing, how that may have affected your revenue growth over the last years compared to the industry, and what we'd say, Microchip 1.0, I guess.
Stephen Sanghi:
Well, it's very difficult to numerically assign to the history and take our 15.8% growth last quarter over the previous 1 year and figure out what portion happened with price increase, what portion happened with gaining market share, what portion happened with what because it's impossible to do, 115,000-plus customers and 100,000 SKUs we are shipping. But the 4 elements that drove it in the last year and will continue to drive it going forward is really the traditional market share gains, better ASP management, either stable ASPs or increasing ASPs or less erosion. It depends on various product lines. And then achieving higher growth from our distributor partnerships, where a number of competitors are pulling back in their distribution programs, and distributions are focusing attention on us. And the total systems approach where Ganesh talked about is happening both ways, we're able to win the microcontroller where we had a lot of analog parts by giving them a combined integrated part. And at the same time, where the customer doesn't want an integrated part, we're able to replace the competitor's analog because we have our micro end, so from both of those factors. When you combine it together, if you take 1% to 2% growth for those 4 factors, it kind of becomes 4% to 8% incremental, and we kind of have judged it down overall to come up with a 7% to 9% growth, counting the growth of the industry, whatever your assumptions are, plus a little bit more that we can do.
Operator:
And we'll now take our next question from Chris Danely with Citi.
Christopher Danely:
Steve, so you said that as the lead times are coming and the book-to-bill is dropping a little bit, is it possible that if the lead times dropped fairly suddenly in this quarter, that book-to-bill could be below 1 for the March quarter and you could potentially see some below-normal seasonality?
Stephen Sanghi:
Well, we are not seeing it, and we're not expecting it because there's not big capacity increments coming in because the lead time for equipment is large. Many of the test equipment, fab and other equipment, there's a lot of semiconductors that go into them. So our equipment suppliers aren't able to produce the product. And their lead times are long because they can't acquire all the semiconductors they need. So there is not big bulk of capacity coming in. Capacity is coming incrementally. And that's why I said, I think it's -- capacity is coming incrementally, and lead times are moderating slowly. And that kind of all leads to a soft landing rather than a contraction.
Christopher Danely:
Okay, great. And then for my follow-up. Okay, you're talking about 7% to 9% long-term growth, and like you said, analog slowed down to, like, I think it was 6% year-over-year growth. So would you expect the microcontroller business to grow faster than analog going forward? And what would be driving like a reacceleration on the analog revenue growth?
Stephen Sanghi:
I think what drives the reacceleration in analog is Atmel acquisition was a little over a year ago. And usually, you have 1 year, 1.5 years design cycle. So with Atmel, we acquired a large amount of microcontroller business. I think it was about $600 million, $700 million of their business was microcontroller, which those sockets had 0 microchip analog around it. We were the enemy. So it was anybody's analog except ours. So that was a very, very large opportunity we identified for you. We are just in the front-end of it going to production. So I think that's what accelerates the analog. Don't be fooled by just last couple of quarters of lower analog growth because, in some cases, we were already producing the integrated product. It was analog with microcontroller. And we were able to sell the package to the customer. And therefore, the revenue shifted. Rather than putting it in the analog bucket, we've put it in the microcontroller bucket.
Ganesh Moorthy:
We still have that analog. It's just it's coming in [indiscernible]
Stephen Sanghi:
We still have that analog, but it's counted as part of the microcontroller revenue. 98%, 99% of our microcontroller has a large amount of analog on it. But the revenue still counts as a microcontroller revenue.
James Bjornholt:
Right. Any product that we ship that has a microcontroller core, we classify as a microcontroller product.
Stephen Sanghi:
That's not different for anybody. Our competitors do the same. All 32-bit micro, 16-bit, 8-bit micro, they all have some power management, converters, supervisors, LDOs. And analog is built into the microcontrollers. So that's why you saw -- and there were some large designs where we captured that, and it can depress that analog sequential growth for a couple of quarters. I will not be fooled by it. There's a large amount of analog attach rate coming around Atmel's microcontrollers soon.
Operator:
[Operator Instructions]. We'll now take our next question from Harlan Sur with JPMorgan.
Harlan Sur:
You were at your target OpEx ratio in the September quarter. You'll be there as well in the December quarter. Actually, a bit better than that. So clearly, you guys are continuing to drive OpEx leverage. And I think on a go-forward basis, I think the team is going to continue to drive revenue growth faster than OpEx growth. So is there a new OpEx ratio target that we should be thinking about?
Stephen Sanghi:
We have not revised them, and we're not thinking of revising them. We believe our long-term target is 22.5%. In good times, we happen to be slightly below that. And in discretionary time in the future, we could be slightly higher than that by 25 bps or something. Basically, within the range. We're not calling for substantial OpEx leverage going forward. And if the times continue to be very, very strong and the growth happens to be well above the mean, you could temporarily be in that situation. But longer-term, we've got to make the investments to grow the business.
Harlan Sur:
Okay. The team is clearly executing on the Microchip 2.0 initiatives, system-level focus, more content per board. You guys have a lot of analytics platforms in-house that tracks design wins, tracks content per board. It seems like this is a contributor to the strong year-over-year growth. Can you guys quantify content increase per board on a year-over-year basis? Or any other metrics that you use to gauge success in terms of value capture per system?
Stephen Sanghi:
Well, we have a propriety indicator. We certainly don't want competitors or anybody else to know. So for the last several years, we have been tracking average number of Microchip's parts per customer design. And that is growing, and growing significantly. So that is the measure of the success of the TSS effort. We want to share that success with you qualitatively, not quantitatively.
Operator:
And we'll now take our next question from Kevin Cassidy with Stifel.
Kevin Cassidy:
Just within your microcontroller business, can you say which products are growing the fastest, both on units and revenue?
Stephen Sanghi:
I would think 32-bit microcontrollers are growing the fastest, 16-bit microcontrollers next and 8-bit microcontroller next. Given that, all 3 are making record quarter-after-quarter.
Kevin Cassidy:
Right. So not so much on a like-to-like basis. Your ASPs, in general, are trending up because you're selling more 32-bit.
Stephen Sanghi:
That could be true if you just look at the average microcontroller ASP. But then the average COGS would be going up, too, because 32-bit products cost more to make it than 8 or 16.
Kevin Cassidy:
Right. Yes. Just some investors are concerned about you outgrowing your end-markets. But if your end markets are shifting to higher ASP devices, then it justifies why you'd outgrow your end-market.
Stephen Sanghi:
Yes. Okay.
Kevin Cassidy:
No, just checking to see if you agree with that.
Stephen Sanghi:
Yes. I agree with that.
Operator:
And we'll now take our next question from Christopher Rolland with Susquehanna International Group.
Christopher Rolland:
So your lead times have increased, but some others, like some European MCU guys, their lead times have expanded well beyond yours. So overall, do you think you guys have net gained or lost share because of competitive lead times in the industry?
Stephen Sanghi:
Well, the numbers say we have gained share, and I've given you the numbers. The year-ago in the September quarter, our microcontroller revenue divided by SIA revenue was 14.46%. And in the September quarter that we are announcing today, our share was 15.84%. So that's an increase of 130 bps in 1 year. That's one of the significant increase in market share in 1 year. We used to gain that kind of share years ago. And lately, the gains have been slower. So this was a very significant increase. But I don't think the reason for the share gains is just because the competitive lead times have gone longer than ours. In microcontroller, you cannot gain the share like that. You have to have design done with your product, which is 1.5 years, it takes to put your part in the design. So these were the designs we won 1 year ago, 2 years ago. The lead times of competitors does not have an effect on it. It may have effect onwards because we're winning more designs now, and some of the more designs we're winning today could be because customers are unhappy with their competitors. That will lead to higher share next year and the year after. But the share we gained last year had nothing to do with the lead time.
Christopher Rolland:
I see. And then you guys had some interesting commentary, I thought, on the direct energy access provider in Oregon. I'm assuming maybe direct hydroelectric or something. What's the nearly $20 million upfront charge? And then what kind of benefit do we get, maybe gross margin or something like that, going forward from that?
James Bjornholt:
So there's a transition fee that you have to pay when you make that change. And that fee essentially covers a 4- or 5-year period. And so from a cash flow perspective, the cash flow savings come at a later date. But the P&L, just with the way the accounting works, the income statement benefit will start getting that impact in our cost here over the next couple of quarters. And then it will get capitalized to inventory, and we'll get the benefit later. So there are incremental savings. That's a good change for us. We think it's going to drive better cost and better cash flow for us in the future. But essentially, it's a transition fee that were being paid, and that's why we have the onetime charge.
Christopher Rolland:
And can you quantify at all? Or is it just too small?
James Bjornholt:
It's too small in the big-picture overall gross margin.
Ganesh Moorthy:
Clearly, it was good enough for us to be able to make a substantial investment, and it accrues for many, many years.
Stephen Sanghi:
It will be 1 of our 3 fabs, plus 40% our business comes from foundries. I mean, it's one of the factor in gross margin, along with all the other drivers, which are more analog, higher yields, shrinks, taking Atmel products, bringing them in for assembly and test. And all of these other margin drivers we have talked to you about, this is kind of just one of them, but not really on the top of the list.
Operator:
And we'll now take our next question from Gil Alexandre from Darphil Associates.
Gilbert Alexandre:
In the past, you only use to go out to 1 quarter on giving results. And now you talked 7%, 9% gain, which is great. And I'll have to go through what you said in your last commentary. But what do you see? Is it just the addition of products that you sell which is giving your 7% to 9% gain? And how long does it continue like this?
Stephen Sanghi:
So Gil, in the last conference call commentary, I had talked about high single-digit. And somewhere along on the investor circle, it got translated into 7% to 9%. But my exact words were high single-digit if you go back and listen to it. And I didn't disagree with that. High single-digit sounds like about 7% to 9% or somewhere there. In this conference call, I broke them into 4 different events, as I said earlier, which was traditional market share gains, TSS attach, distributor partnership approach, and I don't which was the fourth one.
Ganesh Moorthy:
ASPs.
Stephen Sanghi:
Stable ASPs or increasing ASPs. So when you said in the past, we only did not talk about long-term. We didn't have these 4 differentiated drivers. We didn't have a portfolio rich enough to drive the total system solution. A few years ago, we were not driving ASPs to be as stable or higher. Some of the industry consolidation as well as our own efforts have created the environment where you can keep the ASP stable. So things have changed. Years ago, our competitors were not pulling away from distribution. Today, they are. And we are approaching them, and they're putting more focus on it. So things have happened, which had given us the opportunity. And we're capitalizing on those opportunities so we're able to quantify and guide that we can grow higher. And the last part of your question was, how long does it continue? I don't know. I really don't know.
Operator:
And we'll now take our next question from Mark Delaney with Goldman Sachs.
Mark Delaney:
Congratulations on crossing that $1 billion mark with revenue. First question is actually on some of the proposed tax reform changes in the U.S. I guess, a couple of parts related to that topic. I know it's early, but any sense at this point what it may mean for Microchip's consolidated effective tax rate? And given the proposed rate for repatriating foreign cash, how is Microchip thinking about managing its overseas cash balance?
Stephen Sanghi:
I think a general answer on that is that we haven't fully evaluated it. And proposed is just a proposal. A lot of other proposals that have come out on tax rate, health care and other, and not much has happened in Washington. And there's really not much reason to burn calories on it. I don't really know if there is support in Senate with a number of senators against anything that they want to do. So I think it's kind of too early. But if something were to happen, tax law were to change, we'll be upfront in fully understanding it, utilizing our foreign cash and thinking about all the possibilities that exist to take advantage of it and I think may add some more.
James Bjornholt:
I think that's exactly right. It's too early. Our tax group and advisors are looking at what's being proposed. So we kind of have to see what actually comes to fruition here, and we'll respond accordingly.
Mark Delaney:
That's helpful. And as for follow up on IoT. I know that's been a part of the company's growth strategy in the past. And I realized, Microchip has a more stringent criteria over what counts as IoT versus not IoT. But maybe if you can just level for us at this point how much revenue you think is tied to IoT and what your outlook is for that part of the business.
Ganesh Moorthy:
We haven't broken out IoT as a revenue segment. We have done it a couple of times in the past just to provide some more insight at that point. The strategy for the company that we've explained is around providing smart connector and secure solutions. And all of what IoT requires are those 3 big ingredients. And a large chunk of our product line today is feeding the requirements of what would be classified as IoT. So it is a growth driver for us. We see a lot more applications that are building the connected and the secure capabilities. And we have the strong product line to be able to take advantage of that. But unfortunately, I don't have a good way to estimate the IoT-specific revenue.
Operator:
And we'll now take our next question from John Pitzer with Credit Suisse.
John Pitzer:
Eric, just going back to the CapEx. If you look with the raise that you guys announced today, it puts your CapEx to rev over 5% for this fiscal year. It has historically run at sort of 4% to 4.5%. Should we expect CapEx to come back down to that range in fiscal year '19? Or how do we think about the long-term target for CapEx?
James Bjornholt:
So you're right. The percentage is higher. And we mentioned in our prepared remarks that we have 3 buildings in Chandler, India and Germany that were -- that are kind of, I'll call them, onetime items to help with future lease cost or avoidance of lease cost. So that's one thing. And the other piece is we've got all the Atmel products that were outsourced historically, where we can get very fast return on those investments from a cash flow payback perspective that were -- that it's very much worthwhile from gross margin perspective to make those investments. And those are bit out of the ordinary. So we don't expect, long-term, to be at the 5% rate, but the investments that we're making today definitely are worthwhile and cost-beneficial. So hopefully, that's the color that you're looking for.
Operator:
And we'll now take our next question from Craig Ellis with B. Riley FBR.
Craig Ellis:
Steve, I wanted to follow-up with the earlier comments regarding some of the company-specific drivers to the high single-digit growth. You mentioned lower ASP declines, distribution, analog attached and traditional share gain. My question is, as we look at those 4 company drivers for Microchip, is the company getting optimal benefit from each of those right now? Or are there things that are more formative or early innings that would give us more benefit next year? And if so, what are they?
Ganesh Moorthy:
Yes. I think he's trying to kind of figure out which are more fully baked in, which ones coming in time. I would say, when you look at TSS, the gains from TSS are going to be accruing as we go into in that coming 1, 2 years of time. Those are typically design-driven. It takes complete design cycle from when we begin to engage, are able to attach and those attached designs to go to production. So I think that's one of the larger ones ahead. Clearly, some of the changes in distribution took place within the last year. That change in engagement, again, takes time. It's new designs that you're affecting, I think. So I think the best of what's to come is ahead of us from some of the changes that Steve described.
Operator:
And we'll now take our next question from Rajvindra Gill with Needham & Company.
Rajvindra Gill:
Steve, you had mentioned -- or Ganesh, sorry, you mentioned your smart connectivity strategy. And obviously, you talked about attach rates for analog increasing as a drive for overall growth. Can you talk about a little bit -- if you can maybe quantify where we are in terms of the attach rates maybe for the Atmel products? And kind of where do you expect that to go in the future?
Ganesh Moorthy:
Qualitatively, it's still low because when we inherited the Atmel product lines and those designs with our customers, they didn't have much microchip attached in them. Now our sales teams and our overall microchip teams have been working on new designs as they come up to be able to showcase the rest of the Microchip product line and to increase that attach. Now we can see the leading indicators in how we see our own design-in activity. Some of the indicators Steve talked about, which is as we measure the rate of attach that's taking place over time. And so in the revenue numbers themselves, they are still yet to come, especially on the Atmel part of the product line. And there may be small things that have taken place. But as time goes on, all these designs, as they go through the 12- to 24-month incubation period, start to go into production, and that's when you begin to see the growth and the revenue that comes from that attach.
Rajvindra Gill:
And just a follow-up. So is it fair to assume of that $600 million of Atmel microcontroller revenue that they've generated, that over that design period, whether it's 24 months or more, that a certain percentage of that will start to be attached with the microcontroller core? Can you maybe talk about what the adversive effect on the ASPs would be?
Ganesh Moorthy:
So in general, when you look at the dollars per board, we're driving towards increasing the dollar content per board. So attach is taking place, as we mentioned earlier, in 2 ways. And one way, it is where we have the microcontroller. Ours or what came to us through the Atmel acquisition. In that case, the microcontroller is still the microcontroller that Microchip or Atmel had been shipping, but that incremental dollar content of the board. And the other way is where, if we have some of the richer analog product lines, and they don't always come from Atmel, only they come from some of our older acquisitions as well, where we are now providing a higher integration solution, a microcontroller with that analog, perhaps with security, something else onboard. Now those products, the ASP will go up because more often than not, we didn't own the microcontroller portion of that design. We have the analog portion and we are subsuming other people's silicon with our new products. And there, the ASP, we do expect and we do see going up.
Operator:
And it appears there are no further questions in the queue at this time. And at this time, I would like to turn the conference back over to Chief Executive Officer, Steve Sanghi, for any additional or closing remarks.
Stephen Sanghi:
Well, we want to thank everyone for joining the call. I think the next conference we go to is CSFB.
James Bjornholt:
Credit Suisse.
Stephen Sanghi:
Yes, which is in our backyard here in Scottsdale. So we'd love to see you, all of you, at the conference. Thank you very much.
Operator:
And ladies and gentlemen, that concludes today's conference call. We thank you for your participation.
Executives:
J. Eric Bjornholt - Microchip Technology, Inc. Ganesh Moorthy - Microchip Technology, Inc. Steve Sanghi - Microchip Technology, Inc. Mitchell R. Little - Microchip Technology, Inc.
Analysts:
Vivek Arya - Bank of America Merrill Lynch Mark Delaney - Goldman Sachs & Co. LLC John W. Pitzer - Credit Suisse Securities (USA) LLC William Stein - SunTrust Robinson Humphrey, Inc. Chris Caso - Raymond James & Associates, Inc. Craig A. Ellis - B. Riley & Co. LLC Harlan Sur - JPMorgan Securities LLC Christopher B. Danely - Citigroup Global Markets, Inc. Gil Alexandre - Darphil Associates Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc. Craig M. Hettenbach - Morgan Stanley & Co. LLC Christopher Rolland - Susquehanna Financial Group LLLP
Operator:
Good day, everyone, and welcome to this Microchip Technology first quarter and fiscal year 2018 financial results conference call. As a reminder, today's call is being recorded. At this time, I would like to turn the call over to Microchip's Chief Financial Officer, Mr. Eric Bjornholt. Please go ahead, sir.
J. Eric Bjornholt - Microchip Technology, Inc.:
Good afternoon everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press release as of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO and Ganesh Moorthy, Microchip's President and COO. I will comment on our first quarter fiscal year 2018 financial performance, and Steve and Ganesh will then give their comments on the results and discuss the current business environment as well as our guidance. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effect of our acquisition actives and share-based compensation. Net sales in the June quarter were a record $972.1 million, above the high end of our June 5, 2017, upwardly revised guidance and up 7.7% sequentially from net sales of $902.7 million in the immediately preceding quarter. We have posted the summary of our revenue by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were 60.4% in the June quarter and above the high end of our guidance, which was 60%. Non-GAAP operating expenses were 22.9% of sales, below the low end of our guidance range of 23%. And non-GAAP operating income was a record 37.5%, well above the high end of the our guidance of 37%. Non-GAAP net income was a record $319.1 million, resulting in record earnings per diluted share of $1.31, which was $0.07 higher than the mid-point of our guidance of $1.24, up 12.9% on a sequential basis and up 56% as compared to the same quarter last year. On a GAAP basis, gross margins including share-based compensation and acquisition-related expenses were 60.1% in the June quarter. GAAP gross margins include the impact of $3.4 million of share-based compensation and $0.7 million benefit from the recovery of material that was previously written off due to a vendor material issue. Total operating expenses were $362.8 million and include acquisition and tangible amortization of $120.8 million, share-based compensation of $19 million, $2.9 million of acquisition-related and other costs, and special income of $2.8 million, consisting primarily of the gain on the sale of the Micrel San Jose wafer fab in the June quarter. After these adjustments, GAAP net income was a record $170.6 million or $0.70 per diluted share. The non-GAAP tax rate was 8.7% in the June quarter. The GAAP tax rate was negative 2.6% in the quarter. We expect our longer-term forward-looking non-GAAP effective tax rate to be between 8.25% and 9.25%. The large difference between our non-GAAP and GAAP tax rates relates to the differences in the specific tax rates that apply to the charges that are excluded from our non-GAAP results. Moving on to the balance sheet, our inventory balance at June 30, 2017 was $426.8 million. Microchip had 100 days of inventory at June 30, down three days from the end of the March quarter. Inventory days are at a seven year low and we don't expect inventory days to grow in the current quarter as our capacity increases are hardly keeping pace with the increases in demand we are seeing in the business. Inventory at our distributors was at 31 days and that was down two days from the March quarter levels. The cash flow from operating activities was a record at $345 million in the June quarter. As of June 30 the consolidated cash and total investment position was $1.65 billion, of which about $546 million is domestic cash. We continued to make good progress on our leverage with our net debt-to-EBITDA ending the June quarter at 1.58. This is down from 1.94 at the end of the March quarter. Our EBITDA in the June quarter was a record $395.6 million. We expect our net debt-to-EBITDA to be under 1.3 by the end of September. Our net debt-to-EBITDA does not include our 2037 convertible debt as it is excluded from our banking covenants because it is more equity-like in nature due to its 20 year maturity date. Our net debt-to-EBITDA is in excellent condition and declining rapidly, so we're not going to continue to share this metrics in our earnings calls in future periods unless there is a material change. During the June quarter, we received about $40 million of capital at our facilities. Capital spending for the quarter was only $22.1 million due to the timing of the receipt of the equipment and when it was paid for. We expect about $70 million in capital spending in the September quarter and overall capital expenditures for fiscal year 2018 to be about $180 million. We are aggressively adding capacity to support the growth of our production capabilities for our fast growing new products and technologies and bring in-house more of the assembly and test operations that are currently outsourced. These capital investments will bring significant gross margin improvements to our business over time, particularly for the Atmel manufacturing activities that we are bringing into our own factories. Depreciation expense in the June quarter was $29 million. I will now ask Ganesh to give his comments on the performance of the businesses in the June quarter. Ganesh?
Ganesh Moorthy - Microchip Technology, Inc.:
Thank you, Eric, and good afternoon everyone. We're very pleased with how all our product lines performed in the June quarter and how the combined assets of Microchip and former Atmel working in harmony continue to produce differential growth results. These are our first results since we unveiled Microchip 2.0 to our investors about two months ago. We look forward to sharing many more updates of our transformation to Microchip 2.0 as we continue to enable our clients with the very best smart, connected and secure embedded applications. Let's now take a closer look at the performance of each of our product lines, starting with microcontrollers. Our microcontroller business performed very strongly in the June quarter with revenue being up 9.5% sequentially as compared to the March quarter, setting a new record in the process. On a year-over-year basis, the June quarter microcontroller revenue was up a whopping 18.1%. The June quarter of this year and the year-ago June quarter are completely comparable, as they both represent a full quarter of combined Microchip and Atmel business. We continue to see clients using microcontrollers that originated from Atmel's heritage express confidence in Microchip's stewardship of these product families. As a result, we are seeing more designs that are in the pipeline, going to production and ramping in volume. We're also seeing continued growth in our design-in funnel, which we expect will drive future growth as these designs progress into production over time. Microcontrollers had over $2.5 billion in annualized revenue, representing 65.4% of Microchip's overall revenue in the June quarter. Additionally, we shipped our 20 billionth cumulative microcontroller in the June quarter. In the June quarter, we also started sampling the PIC32 C product line, our first PIC32 microcontroller, which happened to have an ARM core, so we now have PIC32 microcontrollers with MIPS and ARM cores within them, both of which are supported by the Microchip development tools ecosystem. This is consistent with what we have always said, which is that the core inside the microcontroller is not as important as the brand on the outside, along with the attendant brand promise for what clients expect from PIC microcontrollers. Our microcontroller business gained further market share in the second quarter of calendar 2017, as evidenced by our June quarter results. In fact, the results show that all our microcontroller product lines are firing on all cylinders and driving differential growth and market share gains. We believe we have the new product momentum and customer engagement to continue to gain even more share as we advance the Microchip 2.0 transformation and build the best-performing microcontroller franchise in the industry. Moving now to our analog business, our analog product revenue was up 3.7% sequentially in the June quarter as compared to the March quarter and also set a new record in the process. Our analog results were negatively impacted by capacity constraints on products with Atmel heritage, without which the growth would have been higher. On a year-over-year basis, the June quarter analog revenue was up 11.2%, well ahead of the market growth rate for analog. At over $950 million in annualized revenue, our analog products represented 24.6% of Microchip's overall revenue in the June quarter. We are successfully finding more opportunities to attach microcontroller's vast portfolio of analog products to Atmel microcontrollers and microprocessors at multiple customers and applications. This effort should pay dividends over time as these new design wins go to production. We continue to develop and introduce a wide range of innovative and proprietary new linear, mixed signal, power, interface, timing and security products to fuel the future growth of our analog products, as we march relentlessly towards making analog a greater than $1 billion annualized revenue business for Microchip sometime in fiscal year 2018 and a much larger business in the coming years. Moving now to our licensing business. Our licensing business was up 8.5% sequentially in the June quarter and set a new record in the process as annualized revenue broke through the $100 million mark for the first time ever. For the last three to four years, we have licensed multiple foundries and independent device markers on multiple process technology nodes and have been working to enable getting these technologies qualified for production. We expect the fruits of this work will soon begin to manifest in our licensing results as the licensed processes start generating royalty revenue for many, many years to come. Moving to our memory business. This business was sequentially up 8.8% in the June quarter as compared to the March quarter. We have been very successful in our memory business using the combined product lines of Microchip and Atmel and getting the best from each. There are significant cost reductions underway using Atmel-originated silicon, which will be assembled and tested using Microchip's back-end factories to achieve the lowest overall cost. We believe that this effort will make us even more competitive and improve gross margins further. We continue to run our memory product line in a disciplined fashion that maintains consistently high profitability, enables our licensing business and serves our microcontroller customers to complete their solutions. Finally, before I conclude, a couple of general items. First, in case there are any lingering concerns about the automotive end market in light of the results announced by some of our competitors and the seasonally adjusted annualized rate of automobile shipments, also known as SAAR, which some analysts track, we would like to categorically state that our automotive business performance was strong in the June quarter, with sequential growth pretty close to the Microchip's overall performance. Now this is understandable as Microchip content tends to be in mid to high end cars, which are less sensitive to inventory and consumer cycles, and we continue to benefit from the growth in automobile electronics as well as our market share gains in the automotive market segment. Therefore Microchip's automotive business does not necessarily track with the SAAR numbers, and we expect our automotive business to perform well again in the September quarter. For more information about our automotive business, we refer you to a presentation we made on June 6 at an automotive-focused investor conference, which is available in the Investor Relations section of our website. Secondly, on the heels of our ranking in April by Semicast as one of the top 10 largest automotive semiconductor companies, IHS in June ranked Microchip as one of the top 10 largest industrial semiconductor companies and among the top three largest micro-component suppliers to the industrial market. Micro-components in the IHS report refer to microcontrollers and microprocessors. Automotive and industrial are important end markets for our growth and consistent performance, and as we shared with you in May, they together represent about 60% of our revenue. Let me now pass it to Steve for some general comments about our business and our guidance going forward. Steve?
Steve Sanghi - Microchip Technology, Inc.:
Thank you, Ganesh, and good afternoon everyone. Well, how do you like the results from Microchip 2.0? Today, I would like to first reflect on the results of the fiscal first quarter of 2018. I will then provide guidance for the fiscal second quarter of 2018. I will also provide update on capacity enhancement activities, as well as Microchip 2.0 that we introduced to the investors during the last quarter. Our June quarter financial results were extremely strong. Our net sales were a huge new record and well above the high end of our revised guidance. Our non-GAAP net sales for this quarter were up 15.2% from the June quarter of a year ago and this revenue comparison is not impacted by any acquisition since Atmel's full quarter revenue was in the June 2016 quarter. Our non-GAAP gross margin percentage, operating profit percentage and earnings per share each exceeded the high end of our guidance and each crossed significant milestones. Our non-GAAP gross margin crossed the important 60% milestone, non-GAAP operating profit exceeded 37% for the first time and non-GAAP earnings per share crossed an important run rate of well over $5 per share annualized. Non-GAAP earnings per share were up 56% from the June quarter of a year ago due to improving sales, gross margin percentage, operating expense leverage and successful execution of our core business as well as accretion from our acquisitions. I want to thank all the employees of Microchip worldwide for delivering a record quarter in every respect. This was also our 107th consecutive profitable quarter. There are three other points I would like to make on our sales growth. First, every one of our major product lines, 8-bit MCU, 16-bit MCU, 32-bit MCU, analog, wireless, licensing, memory and others were up significantly in the June 2017 quarter over the year ago quarter. Number two, every major geography, North America, Europe and Asia, were up significantly in the June 2017 quarter over the year-ago quarter. And number three, sales in all end markets were up in the June 2017 quarter over the year-ago quarter. Regarding the reason for the large sequential and year-over-year growth, I will refer you back to Microchip 2.0. We are experiencing an enormous customer preference to design with our microcontroller solutions in all 8-bit, 16-bit and 32-bit customer applications. This is also demonstrated in the recent EE Times survey. The EE Times survey also indicates that customers believe that Microchip has the best ecosystem in the industry. On the top of that, our various acquisitions have now built a powerful diversified product line through which we are able to provide total system solutions to our customers. Our sales channels have been trained and are welcoming the opportunity to sell multiple products to our customers in the same board. As a result our customers are responding by giving us incremental design wins with multiple products in the same board. We have an enormous design win funnel and we feel very optimistic that in Microchip 2.0 we will continue to see the acceleration in the organic growth of Microchip. Now, before I go into the guidance for our September quarter, I will say that we are continuing to see a very strong business environment for our products worldwide and have a number of company-specific demand drivers. Our bookings rate in the June quarter was extremely strong. Our inventories at Microchip as well as at the distributors are towards the low end of the normal range. Both inventories at Microchip as well as distributors declined further sequentially in the June quarter. While our manufacturing operations produced a lot more units in the June quarter, we shipped them all for growth and did not progress towards improving our inventory position. However, through the growth of capacity and producing a lot more units, our lead times have stabilized. While lead times are still longer than what we would like them to be, they're not getting any longer and we appear to have created a soft landing so far without triggering any double ordering or panic from our customer base. We have increased wafer starts in our three internal fabs and we're adding capacity in our three back-end facilities. We will continue to add additional capacity in all of our fabs, assembly test plants, foundries and sub-contractors. In the back end, there are too many product tester/handler combinations. We are catching up on some of those combinations, as we convert Atmel products to Microchip's more efficient assembly test platforms. However, we don't expect to fully catch up on all product tester/handler combinations until the middle of calendar year 2018. Now let us go into the non-GAAP guidance for the September quarter. We expect total net sales to be up approximately 3% sequentially, which represents approximately 14.6% on a year-over-year basis. I want to remind investors that in the last five years, we had three acquisitions that closed in the September quarter
Operator:
Yes. Thank you. And we'll take our first question from Vivek Arya with Bank of America Merrill Lynch.
Vivek Arya - Bank of America Merrill Lynch:
Thank you for taking my question and congratulations on the strong results and outlook. Steve, you mentioned pricing discipline as being an important factor. When I look at the two other microcontroller companies that are bigger than Microchip, Renesas, and NXP, do you see this pricing discipline pervasive in the industry? Or I assume you really mostly talk about Microchip, but what about your competitors, do you see this pervasive through the industry?
Steve Sanghi - Microchip Technology, Inc.:
The pricing discipline is improving and to a different extent with various manufacturers. I can't mention it, the names of the competitors and specifically what they are doing, but we have seen some discipline on others also, some more than the others. Microchip has kind of led this charge in the last five years, and especially after the acquisition of Atmel, whose pricing was really below acceptable pricing, we have quite substantially corrected those pricing and we have seen others who were relatively undisciplined also make some correct moves in that direction.
Vivek Arya - Bank of America Merrill Lynch:
I see. And so my follow up, you have mentioned a few times the concept of attaching more analog products. Is there a way to quantify what that attach rate is, how it's trended and whether it's even useful to analyze this trend?
Steve Sanghi - Microchip Technology, Inc.:
Well it's not something we can completely externally share, but we have large number of internal indicators, which are really driven by number of Microchip products per customer board. So if you think about years ago, we just sold microcontrollers and you will usually have one device per customer board. We have well in excess of one device per customer board and the larger and larger that number becomes means you are being able to attach more and more devices, and rather than the attach, we kind of use the word these days, total system solutions. So we track that internally and it's moving in the positive direction. It's not something we plan to share with the Street as just one other thing to track and hit us over the head with.
Ganesh Moorthy - Microchip Technology, Inc.:
We also have some examples in some of the investor conference presentations and again if you go back to Steve's presentation from back in early June, you'll see some examples of what exactly total system solution means.
Steve Sanghi - Microchip Technology, Inc.:
And those slides are still on the Internet. You can check it in the investor page.
Vivek Arya - Bank of America Merrill Lynch:
Thank you.
Steve Sanghi - Microchip Technology, Inc.:
Thanks, Vivek.
Operator:
And we will take our next question from Mark Delaney with Goldman Sachs.
Mark Delaney - Goldman Sachs & Co. LLC:
Yes. Congratulations on the record quarter and thanks very much for taking the question. The question was on the lead times. I was wondering if you could give us a bit more quantification of how extended lead times have gotten to and just any sort of differences between different types of products and if you can put into context versus prior cycles.
Steve Sanghi - Microchip Technology, Inc.:
So our lead times on most products today are between, I would say, 4 weeks and 20 weeks. So lots and lots of products are kind of normal on lead time. It could be version of a given silicon that is longer, but other versions are shorter, so a large bracket around it is about 4 weeks to 20 weeks. But more important part is really, they're not getting any longer. They were getting longer in the prior quarters, as we extended and the normal lead times we will consider where 90% of our products can be bought in 4 to 8 weeks. So that's kind of the bracket and with the capacity growth we have had, we have been able to stabilize the lead time, but as I said in my remarks, we're essentially shipping all the excess production for growth and not able to either lower the amount of delinquent product, or unsupported product, nor are we able to really dramatically shorten the lead times. On some products with tester/handler product combinations have caught up, yes, but in broad majority, lead times are stable but not coming in yet.
Mark Delaney - Goldman Sachs & Co. LLC:
That's helpful. And for a follow-up question, somewhat related to that, in your prepared remarkets, Steve, you commented that you think by stabilizing lead times, you think you can engineer a soft landing. You've always been very thoughtful on the cycle and in revenue growth. Any more detail either for the industry or Microchip specifically about what's baked into that assumption about a soft landing and how exactly you go from sort of mid-teens growth to what's assumed in a soft landing scenario? Thank you.
Steve Sanghi - Microchip Technology, Inc.:
Well, I don't have any comments on the industry. I resigned from that job two years ago. We're just simply – I will comment on Microchip. And what I'm seeing is that by lead times really not going longer and taking almost a year to bring these lead times down, that we're guiding to really by the middle of next year, we believe we already have engineered a soft landing and not creating any panic, not having runaway book-to-bill ratio, strong backlog, fair amount of unsupported product. But still largely good behavior on the part of customers and distributors. Inventory is still very low all over the board. Our distributor inventories are low. Our Microchip inventories are lowest in seven years. This is essentially engineering a soft landing.
Mark Delaney - Goldman Sachs & Co. LLC:
Thank you.
Operator:
And we'll now take our next question from John Pitzer with Credit Suisse.
John W. Pitzer - Credit Suisse Securities (USA) LLC:
Yeah. Good afternoon, guys. Congratulations on the strong results. Thanks for letting me ask the question. Steve, I had a couple sort of clarifying questions around your longer-term growth rate of high single digits. Is that your view on an organic basis or will that continue to include sort of the successful M&A strategy you've employed in the past? And if it's more the former than the latter, does that change your view on M&A? In addition, you talked about better pricing. I'd just be kind of curious from where we were to where you think we're going, how much pricing adds to that. And then my last point would just be market share, and I guess around that specifically the time when some of your peers are kind of consolidating their distribution partners and trying to take economics from them, you're taking sort of a more of a Switzerland approach and kind of spreading the wealth a little bit. Do you think that's having a positive effect just through the distribution channel, and that enormous design funnel you were talking about? Thank you.
Steve Sanghi - Microchip Technology, Inc.:
Those were a number of questions. Let me see if I can remember all of them.
J. Eric Bjornholt - Microchip Technology, Inc.:
First one was organic growth is our, what you talked about -
Steve Sanghi - Microchip Technology, Inc.:
So the high single digit kind of growth I talked about is organic. The acquisitions are unpredictable. You do not know when they happen. You cannot schedule them. So that growth rate is organic. Now we believe over the last several years as the industry growth has been fairly slow, with the exception of this current year where the industry growth has been reasonable, there was always unit growth, but the entire unit growth was eaten up by the year-over-year price decreases and pricing pressures and bad practices in our industry constantly to give the price away. As through consolidation and other reasons as large companies have got in pricing discipline, we believe that unit growth is not being eaten up by the price drop. So some of that price discipline is built in into the longer-term organic growth guidance we're giving. And the second part was?
J. Eric Bjornholt - Microchip Technology, Inc.:
The second question he asked was does the change in your view on organic growth change the M&A strategy.
Steve Sanghi - Microchip Technology, Inc.:
Does it change the M&A strategy, it does not change the M&A strategy. If we find a right company that fits well, we can buy it at a reasonable price, is accretive going in and with all the other – check all of the boxes that we have, sort of a pretty proprietary scheme of how we essentially select an acquisition, if we can do that we will do it. However, as you know, the herd is thinning. There are fewer companies left and the valuations are quite high as we speak. But as we're able to find some things on reasonable valuation, it doesn't change our view.
J. Eric Bjornholt - Microchip Technology, Inc.:
All right, and John, I think the last piece of your question was market share. I'd like you to repeat that question to make sure we answer it specifically.
John W. Pitzer - Credit Suisse Securities (USA) LLC:
Yeah, to the extent – how much of the high single digit long-term growth is expected market share gains and specifically at a time when some of your peers are sort of consolidating their distribution partners and trying to take back some economics from their distribution partners, you seem to be taking more of a Switzerland approach and perhaps spreading the wealth a little bit more. And I'm just kind of curious as to what extent you think that's really helping that design funnel you referenced your prepared comments?
Steve Sanghi - Microchip Technology, Inc.:
Well, these distribution things go in cycles. You made a call 10 years ago, we were taking some actions on distribution when we felt that certain distributors were not creating demand, and a decade later now some other people feel the same way. So these things kind of go in cycles. But what we're experiencing is currently, as a number of our competitors have defranchised either distributor completely or they have narrowed their margins and not giving them demand creation margin, we have seen these distributors put a tremendous attention and focus on Microchip and especially with a broadened product line sort of under the Microchip 2.0 initiative that we have, we are finding that distributors are finding the new Microchip 2.0 product portfolio to be so much more desirable and essentially being able to replace the number of other competitive companies where they have lost a franchise on, including microcontroller, analog, wireless, USB, Ethernet, wired products, USB, Ethernet and wireless, just really timing is just perfect for the distribution to grab onto our broad portfolio, and do a great job for us. So I think we are taking advantage of it right now.
John W. Pitzer - Credit Suisse Securities (USA) LLC:
And then Steve, if I could sneak one more in, clearly your initial intent around the Atmel acquisition was to buy back stock, and you ended up not doing that. The stock's had a good absolute run since then, but if you kind of look at the relative valuation of Microchip to the S&P, I think by our math this is one of the lowest levels we've seen in almost 15 years. And so can you talk a little bit about the appetite to do some buybacks here, and whether or not, given where you are on your net leverage and your ability to generate cash flow, that that might become a more systematic way of returning cash to shareholders?
Steve Sanghi - Microchip Technology, Inc.:
Well, the net leverage isn't a problem now. We're down to 1.58 and we'll be lower again by the end of September. That's not the issue. I think the issue is the majority of the cash is still overseas and we've got about $0.5 billion or so here domestically, and we're still looking for the next acquisition. So it really wouldn't make sense to buy a bunch of stock back and then either have to issue stock in the next acquisition or really then borrow large amounts of money. So I don't think buying back stock really fits right now.
John W. Pitzer - Credit Suisse Securities (USA) LLC:
Perfect. Thanks and congratulations again, guys.
Operator:
And we'll now take our next question from William Stein with SunTrust.
William Stein - SunTrust Robinson Humphrey, Inc.:
Great. Thanks for taking my question. Congrats on the very strong results and outlook. Steve, I know you're out of the sort of broader semi cycle discussion, but as it relates to your business, you've got very good year-over-year growth that you just posted. The guidance suggest it moderates slightly sequentially. Let's say you beat that a little bit; you're still growing very solid double digits year-over-year. What do you anticipate with your new high single digits long-term growth view, how do you anticipate sort of the back part of this cycle to look like? At what pace do you expect that growth that's very strong right now to moderate?
Steve Sanghi - Microchip Technology, Inc.:
I don't really have a whole lot to say on that in terms of cycle. I think we are seeing a very, very strong demand for our products. I think it's largely driven by a lot of company-specific drivers in analog, in attach, in being able to take Atmel portfolio that was being marketed in a substandard way. Costs were high. Other things were not right and we're correcting a lot of those things and being able to attach analog, wireless and other products to that portfolio. So a lot of it is really company-specific drivers and so I think really this growth momentum continues. We didn't want it to get over frothy and get into double ordering and holding and all that. I believe we're successfully avoiding that by engineering a soft landing. So somewhere over the next year, I think it goes from the current growth rate to the long-term growth rate almost in a soft landing fashion.
William Stein - SunTrust Robinson Humphrey, Inc.:
That's helpful. One other question, it's actually a product question. I normally don't spend a lot of time in this area, especially in your press releases, but you highlighted in the first bullet regarding highlights from the quarter a new product with a 2D GPU integrated. I wonder, is that representative of any new trend as it relates to AI inference on the edge, perhaps. Are you seeing more demand for that sort of processing capability and if you could talk about the market for that sort of product, it would be very helpful. Thank you.
Steve Sanghi - Microchip Technology, Inc.:
So, I'll have Ganesh comment on that, but let me read the bullet for all the investors. It says Microchip announced the industry's first microcontroller with integrated 2D GPU and integrated DDR2 memory. Our PIC32MZ DA family provides ground-breaking capabilities for an MCU. Ganesh?
Ganesh Moorthy - Microchip Technology, Inc.:
So, yeah, this is not really related to artificial intelligence. This is in embedded applications, there is a set of applications where people want the richness of the human interface to include graphics that have more capability. Those have historically been done with separate processors that did the microcontroller or microprocessor and the graphics on a separate chip. We are now putting those together, creating more complete solutions where the microcontroller, the graphics and the DRAM that's required are all on the same chip and in the same package. So, it's an extension of continuing to have high performance microcontrollers, opening up new embedded control spaces.
William Stein - SunTrust Robinson Humphrey, Inc.:
Helpful. Thanks, guys.
Operator:
And we'll now take our next question from Chris Caso with Raymond James.
Chris Caso - Raymond James & Associates, Inc.:
Yes. Thank you. Good evening, guys. I guess the first question just a follow-on on the steps you're taking with regard to the soft landing. And I think we understand what you're saying there. Perhaps you could talk about what's different in the steps that you are taking now, as compared to some prior cycles when your lead times extended. Is it now that you've moved more quickly to expand some capacity and prevent the lead times from getting higher? And maybe if could just expand upon that.
Steve Sanghi - Microchip Technology, Inc.:
I think the main difference is, your memory is probably of the event two or three years ago. Was it 2014 I think, there was basically a abrupt contraction in the Chinese business at that time, which we mentioned in our call, and that's really what led to a quarterly miss and then cycle unraveling, and it was seen by the entire industry subsequently within three, four months of that, even though a lot of the investors and analysts originally did not see it. We saw it first. I can't predict the world events. There's a war somewhere, something else happens and some sort of event to terminate or to change it. So I think that was the main difference. If your outlook is that some sort of strong event takes place somewhere, then all bets change, that I cannot forecast.
Chris Caso - Raymond James & Associates, Inc.:
Right. Okay. I don't have a crystal ball for that either. Just with the follow-on, on gross margins, perhaps you could talk about some of the specific benefits over the next few quarters. I know that you're still working to consolidate some of the manufacturing. There's still some steps that will benefit gross margins aside from just better fixed cost absorption.
J. Eric Bjornholt - Microchip Technology, Inc.:
So, we're ramping all six of our facilities. Three are front end wafer fabs and our three back-end facilities, investing significant capital and those investments increase the utilization in the facilities, make us more cost effective, make the cost per unit go lower. And so, there's a lot of things happening across the board. There's a lot happening in back-end manufacturing which we've talked about more extensively where the lot of the capital dollars are going. And as those come to fruition, the gross margin is going to improve. This last quarter, we continued to see benefits from the Micrel shutdown and most of that is in the model at this point in time, but there's still a little bit of that to go. But the main things are really the capacity improvements pricing as Steve has talked about publically, continues to be a driver of gross margin and we think that's going to continue as better practices happen throughout the industry.
Chris Caso - Raymond James & Associates, Inc.:
Thank you.
Operator:
And we'll take our next question from Craig Ellis with B. Riley.
Craig A. Ellis - B. Riley & Co. LLC:
Thanks for taking the question, and I'll throw my hat in the ring on the congratulations on good execution. And I'll just start on that point and go back to two points that you made, Steve, one the target for high single digit long-term growth and the view that that's attainable, and secondly, that with Microchip 2.0, organic sales should accelerate. You've recently presented I think it's seven points on revenue growth related to Microchip 2.0. So with an eye towards monitoring the leverage that are really going to drive that growth acceleration, what are the things that us investors should be focused on as we monitor Microchip's progress to drive accelerating growth under those seven initiatives?
Steve Sanghi - Microchip Technology, Inc.:
Are you picking up seven initiatives from our conference call presentation?
J. Eric Bjornholt - Microchip Technology, Inc.:
Yeah.
Craig A. Ellis - B. Riley & Co. LLC:
That was from your presentation of Microchip 2.0 I believe. I think you had seven different revenue growth drivers there.
Steve Sanghi - Microchip Technology, Inc.:
Just pulling it up. I think your question is really sort of how can investors track it. So, a lot of it is related to being able to sell a large number of peripheral products around the main microcontroller, which you sometime call it attach and we're calling it total system solution. We are seeing it in our funnel. We are seeing it in number of design wins of devices per board going up from one, like one would be no attach. So a lot of these things we don't plan to share it externally, I think. So that's part of the challenge. But total system solution we will track it internally. You can track customer preference to design with our MCUs. That analysts and investors can track. There's an EE Times survey which is public. It's on their website. When asked the customers which microcontroller do you expect to use for your next embedded design on 8-bit, 16-bit, 32-bit, 8 and 16, we were number one. And 32-bit, if you combine ours and Atmel and two or three different lines, we're number one tied again over there too. So that you can track. We have multiple growth drivers as we quarter-after-quarter talk to you about growth of our microcontroller business, growth of licensing business, growth of analog business. We don't break out our wireless business, wired and wired connectivity. A lot of that is embedded into the analog business. We have tremendous growth going on in our security business as people in IoT are looking for security for transactions, security of being able to connect to the device. We have number of key assets in that area. Automotive business is doing very well in networking, in HMI, in access control, lighting, body electronics. You can see some of that through our press release, continuous flow of press release we are having with most of us and other. So, I think it's complex tracking, but it's all there.
Craig A. Ellis - B. Riley & Co. LLC:
All right. Thanks for the color on that. The follow-up question will be for Eric and it's just related to inventory. So seven year lows on hand. The channel is lean. Is that a level that Microchip can comfortably operate at if we think about the intermediate term or should we expect in what would typically be a seasonally softer period like the fiscal third quarter that the company would look to replenish some inventory whether it's in the channel on hand or both.
J. Eric Bjornholt - Microchip Technology, Inc.:
So channel inventory, we can't really manage other than the fact of delivering the product that the distributors want. So that's a little bit tougher, but it is on the low end of what we've seen historically. Our own inventory, we've been trying to build inventory on the balance sheet for the last three quarters and just haven't been able to do so with the upsides in demand that we've experienced. So this quarter we expect to not build inventory again. The lead time commentary that Steve talked about getting healthy by the middle of calendar 2018, I think that's probably at the point when inventories might return to a more normalized level. But it's very hard to predict what the demand environment is going to be.
Steve Sanghi - Microchip Technology, Inc.:
So you talked about a seasonally softer December quarter in which we could build some inventory. I think what's more likely is that we are able to catch up on some of the delinquencies and unsupported product leading to better than seasonal December, but not building inventories, because you can't build inventory before you have given the product to the customer to meet their demand. So it's more likely that we will reduce the unsupported amount of product than building inventory. So that's what it looks like right now.
Craig A. Ellis - B. Riley & Co. LLC:
Okay. So from what you can see now, the demand from your customers, as well as the timing with which new capacity is coming online, both front end and back end, would lead you to believe that it's likely that there'll be some demand catch-up and you could have an above seasonal December quarter, Steve?
Steve Sanghi - Microchip Technology, Inc.:
Not really numerically guiding it, but directionally I expect it better than seasonal December.
Craig A. Ellis - B. Riley & Co. LLC:
Okay. Thanks for the help. Good luck.
Operator:
And we'll now take our next question from Harlan Sur with JPMorgan.
Harlan Sur - JPMorgan Securities LLC:
Hi. Good afternoon, and congratulations on the solid execution and outlook. On the strong quarter-on-quarter and year-on-year performance in MCUs, I'm just wondering if the Atmel products grew faster than the overall MCU segment. Just post closure, you had higher confidence levels by Atmel's customers. You've got their refreshed 8-bit AVR product line and other enhancements. It's only been more than a year post Atmel. You guys are probably still seeing some of that momentum. Just wondering if this is driving some enhanced growth in the product line.
Steve Sanghi - Microchip Technology, Inc.:
So we're not commenting on any breakout of growth on Atmel products versus our growth. In some cases, a product can even be substituted and like we said from the very beginning, we manage it as one company and give the customer the best solution, where we have product available or can meet its needs, in some cases, switch from one to other. If the product is not available in one category, make it available in the other category. So I think individually commenting on where the growth is coming from is really not meaningful at this point in time.
Harlan Sur - JPMorgan Securities LLC:
Okay. Then on the transformation to Microchip 2.0 and then the results of the EE Times survey, I mean the team has already had a strong systems focus in place for a long period of time. I think you guys have something like over 2,500 reference platforms, development boards, sample projects, et cetera. So you guys already had a pretty strong program in place to help customers with their design solutions and drive attach rates. So how does Microchip 2.0 build upon this to further drive the attach rates of analog, connectivity, networking, memory and interface products?
Steve Sanghi - Microchip Technology, Inc.:
So that's a good question, and let me take a shot at answering it. So Microchip 2.0 is not an event where I flipped a switch today. Microchip 2.0 has been in formation for about five years, and which you yourself said in when we acquired SMSC, we got USB technology, we got Ethernet technology, we got audio technology. When we bought Micrel, we got a number of great analog assets. When we bought Atmel, we got some Wi-Fi assets, we got some security assets and Atmel's large microcontroller portfolio. As you go to the customers, there was largely one product per board. Atmel sold the microcontroller. There was no Microchip analog or anything else present around it, because we were the enemies, so it will be anybody else's product but Microchip's. And in the last year, on all the internal reference designs, development tools, sales brochures, and sales training and all that, it's now full with Microchip's analog and power management and Wi-Fi, Bluetooth, Ethernet, USB, timing products and all that kinds of stuff. So, this has been a thing in building and we are really just packaging it for you now and saying we are seeing it working, and it took some time to train the apps engineers and sales force and get the distribution aligned with what some other companies have done with their distribution also gave us an opportunity. So it's really culmination of all these initiatives coming together, where we can tie a board on and say, hey this looks like a new company to our distributors today and to our salespeople and others and saying I can sell a very broad portfolio today. Take any one company out of it, Atmel, it substantially reduces it. Take Micrel out, reduces it further. Take SMSC out, it reduces it further. So it's a build-up on all these companies. I don't know if that helps you.
Harlan Sur - JPMorgan Securities LLC:
Yeah. That does. Thanks for the insight, Steve.
Steve Sanghi - Microchip Technology, Inc.:
Welcome.
Operator:
And we'll now take our next question from Chris Danely with Citigroup.
Christopher B. Danely - Citigroup Global Markets, Inc.:
Hey. Thanks for squeezing me in, guys. Steve, I'll ask you to refrain from any industry predictions, but it sounds like the improvement in Microchip is mostly Microchip specific. So, between what you're seeing and what your distis are seeing, how do you think like the overall semi business, sort of the overall semi industry, did during the June quarter? Do you think it just kind of held serve, or do you think there was some improvement sort of industry-wide that happened during the quarter?
Steve Sanghi - Microchip Technology, Inc.:
Well, I was hoping that SIA announce their June numbers. Usually they always announced it on July 31. This one time I needed it and they did not, and I was going to use that to comment on it. I think they're going to announce later this week, and that would be a read on the industry. l don't really have any comment on the industry.
Christopher B. Danely - Citigroup Global Markets, Inc.:
Okay. And then one quick clarification. So on the lead times stretching out, when do you think you could take them back to normal? Do you think it's like a year from now or maybe six months from now, or when do you think we can get back to normal?
Steve Sanghi - Microchip Technology, Inc.:
So I earlier said, the lead times are right now between four weeks and 20 weeks and are stable, not going longer. The normal we consider between 90% of our products to be within four to eight weeks, and we believe it's going to take us at least till June next year to get there.
Christopher B. Danely - Citigroup Global Markets, Inc.:
Got it. Thanks for the clarification.
Steve Sanghi - Microchip Technology, Inc.:
Thanks.
Operator:
And we'll now take our next question from Gil Alexandre with Darphil Associates.
Steve Sanghi - Microchip Technology, Inc.:
Hello, Gil.
Gil Alexandre - Darphil Associates:
Congratulations, again.
Steve Sanghi - Microchip Technology, Inc.:
Thank you.
Gil Alexandre - Darphil Associates:
On your normal inventory levels, you used to have 130 days or 120 days. Do you use these numbers now, or you've changed?
Steve Sanghi - Microchip Technology, Inc.:
So the normal inventory for us would be 115 to 120 days. We may have in the past also said 115 to 125 days when we felt we needed a larger band. We haven't changed the targets. We just cannot seem to get there with the strength of the demand. I mean the growth we had last quarter of 7.7%, for the last several years that was a two years of growth, that we did it in one quarter. So we're basically, it's taking everything we got in growing the capacity, building more units, and then shipping it out the door for revenue. And the inventories are very low. Our inventory is seven-year low right now, and we don't see short term being able to build it.
Gil Alexandre - Darphil Associates:
All right. Thank you very much.
Steve Sanghi - Microchip Technology, Inc.:
Thank you.
Operator:
And we'll now take our next question from Kevin Cassidy with Stifel.
Steve Sanghi - Microchip Technology, Inc.:
Hello.
Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc.:
Thanks for taking my question. Yeah, thanks for taking my question. Steve, as you're adding new capacity, do you have an idea of what revenue level can the capacity you've added drive?
Steve Sanghi - Microchip Technology, Inc.:
Well, our capacity is being added in small chunks all over the place. You add a furnace here, a handler here, a tester here, a prober here to resolve specific product constraints on specific package types and specific product lines. It's not like we build another $1 billion fab and it takes you from here to there. So the new equipment is arriving every week to two weeks, so it's really more incrementally, serially being added rather than in very, very large chunks to get to some new number. I don't know whether that makes -
Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc.:
Okay. So this is, yeah, this is a better controlled and avoiding a risk of your customers, I guess, putting in orders that -
Steve Sanghi - Microchip Technology, Inc.:
Yeah, there is no capacity, there's no risk here of all this capacity then somehow sits idle. Because as soon as the next tester and handler arrives, there's a rush to put it on the floor, qualify it, characterize it and put it in production. Every diffusion tube, every handler, every (58:36) everything is very quickly going to incrementally produce the product, and help to either, three things, help to either reduce the unsupported product, delinquent product to the customer, that's the first priority. Number two, to then really build a little bit of the inventory so that the lead times will come down. We can never get to the second, because largely, and number three to ship for growth. So shipping for growth is number one, the reducing delinquency is number two and building inventory is number three. We're only able to do number one right now, ship for growth.
Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc.:
Okay. Understood. Thank you.
Operator:
Rajvindra Gill with Needham & Company.
Steve Sanghi - Microchip Technology, Inc.:
Hello, Raj.
Operator:
Caller, please check your mute function. And with no response, we'll take our next question from Craig Hettenbach with Morgan Stanley.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Yes. Thanks. Just wanted to dig in a little bit more to Microchip 2.0 and, Steve, as you said, it's kind of been a formation over five years. But just anything you're doing from a sales organization, from a distribution, whether it's incentivizing them or education to kind of really see the full benefits of 2.0?
Steve Sanghi - Microchip Technology, Inc.:
So, I happen to have our VP of Sales and Applications, Mitchell Little in the room and I'll give him the unique opportunity to answer that question.
Mitchell R. Little - Microchip Technology, Inc.:
Thank you, sir. Our compensation system, first of all, we have to recognize our compensation system has never changed. We are the only non-commission sales team in our industry. So we've not changed any of that, we've done basically the same things. We've engaged with our distribution partnerships in just that mode, engaging with them to help them do more of what they're doing. So we've not shifted anything other than shifting our thinking about total system solutions a little more broadly. We're pretty much what we've always been and been successful at.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Got it. And then just as a follow-up, Steve any commentary, and I know one of the focuses has been kind of Atmel attach and you touched on that in terms of the opportunities. But any other color you can add in terms of the design kind of funnel and what are you seeing on that front?
Steve Sanghi - Microchip Technology, Inc.:
Well like I said, the design win funnel is very, very large. It's almost scary. You never know from a large design-in funnel what is a yield out of that, because customers can always tell you this design is 10 million units, and it turns into a lower amount. We have metrics on that from years of experience what size of the funnel can yield to what kind of growth, so what is the yield out of the funnel. But with the Microchip 2.0, as some of the input variables are changing, a lot of attach, a lot of ancillary designs around our micro, the whole integration of Atmel, attaching our products to Atmel's microcontroller, I think the yield out of that funnel is a bit less predictable. If the yield is the same as it was before, it's scaringly large, but it's possible that it is a little bit new and therefore the yield could be slightly different. But it's enough good to be very optimistic about what I'm telling you and it's based on data and information. It's not a pipe dream.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Okay. Got it. Thanks.
Operator:
And we'll now take our next question from Chris Rolland with Susquehanna Financial Group.
Christopher Rolland - Susquehanna Financial Group LLLP:
Hey guys. Nice performance on the quarter and also great performance for MCU. Steve, I think you mentioned all those different MCU categories that were up year-on-year. Perhaps you can highlight maybe a few that had upside surprises for you or perhaps some that had faster growth than others.
Steve Sanghi - Microchip Technology, Inc.:
Ganesh, do you have anything to comment on that?
Ganesh Moorthy - Microchip Technology, Inc.:
No, we don't break out the growth rate of specific microcontroller segments. It works as a collective portfolio. It's very, very strong with a combined portfolio of classic Microchip and Atmel combined. And I think it's winning designs because we've infused energy into the Atmel designs and our historical products have always had strong momentum behind them. But outside of that, we don't have any additional color.
Christopher Rolland - Susquehanna Financial Group LLLP:
Okay. Switching gears then. Steve, looking back on publishing that letter to customers in April, what were the effects that you saw immediately after you published that? Did you guys actually see a marked surge or kind of uptick in orders immediately or would you say that it was kind of just select customers coming in and a smaller percentage of customers that put fresh orders in? How would you describe kind of order trends immediately after publish of that? Was it a big deal or not?
Steve Sanghi - Microchip Technology, Inc.:
So, it was not a big deal. We published the letter on April 4. For some strange reason, investors didn't catch on to it for two weeks. We thought you guys get that in a nanosecond. But we published the letter on the web on April 4. So, I commented on that in our May press release, in the May conference call. We basically did not see any impact. The bookings were extremely strong in the March quarter and after publishing the letter the bookings did not really get any stronger. The activity that usually takes place is, all of our worldwide sales force takes the letter to our customers and to our distributors and distributors start working with customers to understand their longer-term needs and saying lead times are going longer, so don't only tell me what you need it for this quarter, also tell me what you need for next quarter. Start looking at major products and new designs that may have a substantial ramp coming up, and that information then through distributors and our own people, customer by customer start flowing in into building a demand forecast, and is a more accurate reflection of what we should be building and what we should be planning. And what it results is, and some of it comes into backlog and what it results into is, it increases our ability to build the product in a better mix. Remember, a large amount of product that we start wafers on, we start wafers on and forecast not always having a backlog today. We start on a forecast and by the time the wafers go through fab, assembly, test, then the backlog will come in on that product to ship it. So, any time you start on a forecast like that, you always have a level of out-of-mix situation where we built a little too much of this, a little too little of that, and the little too much then ships in the following quarter. But it results into some lost sales, because you didn't have the right product. The effect of the letter is really giving us a broader understanding of customers' needs in more exact mix, resulting into an outstanding execution in the correct mix. And its results you saw in the quarter with a very strong growth and continuing strong growth in the coming quarters.
Christopher Rolland - Susquehanna Financial Group LLLP:
Great. Those are great details. Thank you very much.
Operator:
And it appears there are no further questions in the queue at this time. And Mr. Sanghi, I'd like to turn it back over to you for any additional or closing remarks.
Steve Sanghi - Microchip Technology, Inc.:
Well, we want to thank all the investors and analysts for attending the call and we'll see some of you during the quarter as we get back out on the investor circuit or conferences in September. So, thank you very much.
Operator:
And ladies and gentlemen, that concludes today's conference call. We thank you for your participation.
Executives:
J. Eric Bjornholt - Microchip Technology, Inc. Ganesh Moorthy - Microchip Technology, Inc. Steve Sanghi - Microchip Technology, Inc.
Analysts:
John William Pitzer - Credit Suisse Securities (USA) LLC Craig M. Hettenbach - Morgan Stanley & Co. LLC Mark Delaney - Goldman Sachs & Co. Christopher Brett Danely - Citigroup Global Markets, Inc. William Stein - SunTrust Robinson Humphrey, Inc. Harlan Sur - JPMorgan Securities LLC Robert Mertens - Needham & Co. LLC Liz Pate - Susquehanna Financial Group LLLP Craig A. Ellis - B. Riley & Co. LLC
Operator:
Please stand by, we're about to begin. Good day, everyone, and welcome to the Microchip Technology Fourth Quarter and Fiscal Year 2017 Financial Results Conference Call. As a reminder, today's call is being recorded. At this time, I'd like to turn the call over to Microchip's Chief Financial Officer, Mr. Eric Bjornholt. Please go ahead, sir.
J. Eric Bjornholt - Microchip Technology, Inc.:
Good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press release as of today as well as our recent filings with the SEC, that identify important Risk Factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO, and Ganesh Moorthy, Microchip's President and COO. I will comment on our fourth quarter and full fiscal year 2017 financial performance, and Steve and Ganesh will then give their comments on the results and discuss the current business environment as well as our guidance. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website, at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effects of share-based compensation and our acquisition activity. Non-GAAP net sales in the March quarter were a record $902.7 million, near the high end of our guidance and up 2.4% sequentially from net sales of $881.2 million in the immediately preceding quarter. We have posted a summary of our revenue by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were 59.24% for the March quarter and significantly above the mid-point of our guidance, which was 58.2%. Non-GAAP operating expenses were 23.66% of sales, significantly below the mid-point of our guidance range of 24.5%. And non-GAAP operating income was an outstanding 35.6%, well above the mid-point of our guidance of 33.7%, and very close to reaching our prior long-term operating model goal of 36%, which we had just established this past quarter. Non-GAAP net income was a record $276.9 million, resulting in record earnings per diluted share of $1.16, which was $0.10 higher than the mid-point of our guidance of $1.06, up 12.6% on a sequential basis and up 64.7% as compared to the same quarter last year. For fiscal 2017, on a non-GAAP basis net sales were a record $3.502 billion and up 58.2% year-over-year. Gross margins were 57.6%, operating expenses were 25.9% of sales and operating income was 31.6% of sales. Net income was $937.1 million and non-GAAP EPS was a record $3.99 per diluted share. On a GAAP basis, net sales in the March 2017 quarter were $902.7 million, GAAP gross margins including share-based compensation and acquisition-related expenses were 59% in the March quarter. GAAP gross margins include the impact of $3.2 million of share-based compensation and a benefit of $1.4 million from a settlement with a vendor associated with a fab excursion in a previous year. Total operating expenses were $378.7 million and include acquisition and tangible amortization of $94.3 million, share-based compensation of $18.8 million, $6 million of acquisition-related and other costs, and special charges of $46.1 million, consisting primarily of charges associated with our acquisition integration activities, including a $33 million charge associated with the lease facility in San Jose which we inherited in the Atmel acquisition. We have vacated the San Jose lease building and are finding the environment for subleasing the facility to be quite challenging. With all the purchase accounting adjustments, the Atmel acquisition-related charges and the related tax impacts, GAAP net income from continuing operations was $136.9 million or $0.57 per diluted share. For fiscal year 2017, GAAP net sales were a record $3.408 billion, gross margins were 51.6%, operating expenses were 43.5% of sales and operating income was 8.1% of sales. Net income from continuing operations was $170.6 million or $0.73 per diluted share. The non-GAAP tax rate was 8.4% in the March quarter and 8.5% for fiscal year 2017. The GAAP tax rate was negative 91% in the March quarter and negative 90% for fiscal year 2017. We expect our longer-term forward-looking non-GAAP effective tax rate to be between 8% and 9%. And the large difference between our non-GAAP and GAAP tax rates relates to the differences and the specific tax rates that apply to the charges that are excluded from our non-GAAP results. Moving on to the balance sheet. Our inventory balance at March 31, 2017 was $417.2 million. Microchip had 103 days of inventory at the end of the quarter, down one day from that of the end of the December quarter. Inventory at our distributors was at 33 days and up two days from the December quarter. The cash flow from operating activities was a record $322.6 million in the March quarter. As of March 31, the consolidated cash and total investment position was $1.41 billion, of which about $500 million is domestic cash. Due to our February 2017 refinancing activities, we had no borrowings under our revolving line of credit at the end of March. As part of the refinancing activities, we exchanged some of the 2.125% 2037 bonds issued in 2007 for newly issued 2.25% 2037 bonds. There is still $143.75 million of the 2.125% bonds outstanding, for which there is a call date in December 2017. Our current intention is to call any of these bonds that remain outstanding at the call date, and we have classified these bonds as short term on our balance sheet. We continue to make good progress on our leverage, with our net debt to EBITDA ending the March quarter at 1.94; this is down from 2.47 at the end of the December quarter. I remind you that last year when we announced the acquisition of Atmel, we had projected our net debt to EBITDA to be about 3 at the end of the March 2017 quarter, wo we have made tremendous improvements in our business over the past year to get where we are today. We expect our net debt to EBITDA to be about 1.65 by the end of June. Our net debt to EBITDA does not include our 2037 convertible debt, as it is excluded from our banking covenants because it is more equity-like in nature due to its 20-year maturity date. Capital spending was approximately $23 million in the March quarter. For fiscal year 2017, capital expenditures were $75.3 million, and well below our last communicated guidance of $90 million. We expect about $60 million in capital spending in the June quarter and overall capital expenditures for fiscal year 2018 to be about $170 million. The capital expenditures in the June quarter are high due to rollover of some capital from fiscal 2017 that wasn't received until after year end, due to equipment lead time stretching out. We are aggressively adding capital to support the growth of our production capabilities for our fast-growing new products and technologies and to bring in-house more of the assembly and test operations that are currently outsourced. These capital investments will bring significant gross margins improvements to the business, particularly for the Atmel manufacturing activities that we are bringing into our own factory. Depreciation expense in the March quarter was $32.6 million. I will now ask Ganesh to give his comments on the performance of the business in the March quarter. Ganesh?
Ganesh Moorthy - Microchip Technology, Inc.:
Thank you, Eric, and good afternoon, everyone. We are very pleased with how our strategic product lines performed in the March quarter and how the combined assets of Microchip and former Atmel working in harmony continue produce differential growth results. Let's take a closer look at the performance of each of our product lines, starting with microcontrollers. Our microcontroller products performed strongly in the March quarter, with revenue being up 4.4% sequentially as compared to the December quarter, setting a new record in the process. We continue to experience broad-based growth in our business, as each of our 8-bit, 16-bit and 32-bit microcontroller product lines met or exceeded our expectations for the March quarter. Microcontrollers at over $2.3 billion in annualized revenue represented 64.3% of Microchip's overall revenue in the March quarter. We remain pleased with the performance and competitiveness of our overall 8-bit, 16-bit and 32-bit microcontroller portfolio in the broad-based market. Clients using microcontrollers that originated from Atmel heritage continue to gain confidence in Microchip's commitment to these products. As a result, we are seeing more designs that were in the pipeline which are going into production and ramping in volume, as well as continued growth in our design-in funnel, which we expect will drive future growth as these designs progress into production over time. Last month, Gartner Dataquest released their microcontroller market share report for calendar 2016. We are pleased to report that Microchip retained the number-one position for 8-bit microcontrollers and once again gained market share in calendar 2016. In the 16-bit microcontroller market, we continue to gain market share as we were the fastest-growing franchise among the top players and we remained in the number-five position. In the 32-bit microcontroller market, we gained significant market share again and climbed from the eleventh to the sixth position. For microcontrollers overall, we climbed from the fourth position to the third position and continued our relentless march towards the number-one spot. As the Gartner results demonstrate, we gained significant market share in calendar 2016 and we continue to gain market share in the first quarter of calendar 2017, as evidenced by our March quarter result. And I believe we have the product momentum and customer engagement to continue to gain even more share as we further build the best-performing microcontroller franchise in the industry. Now moving to our analog products. Our analog product revenue was up 1% sequentially in the March quarter as compared to the December quarter and also set a new record in the process. At close to $925 million in annualized revenue, our analog products represented 25.5% of Microchip's overall revenue in the March quarter. We are successfully finding more opportunities to attach Microchip's vast portfolio of analog products to Atmel microcontrollers and microprocessors at multiple customers and applications. This effort should pay dividends over time as these new design wins go to production. We, in the meanwhile, continue to develop and introduce a wide range of innovative and proprietary new linear, mixed signal, power, interface, timing and security products to fuel the future growth of our analog products as we march relentlessly here, too, towards making analog a $1 billion revenue business for Microchip. Moving to memory products. Our memory product revenue was sequentially down 2.3% in the March quarter as compared to the December quarter. We continue to run our memory product line in a disciplined fashion that maintains consistently high profitability, enables our licensing business and serves our microcontroller customers to complete their solutions. One last note as we consider our calendar year 2016 performance. Last month Semicast ranked Microchip as the eight-largest automotive semiconductor company, a significant move up from the mid-teens ranking we were at in 2015. Automotive and industrial are important end markets for our growth and consistent performance. And as you will hear in Steve's remarks, these end markets have grown as a share of our overall revenue. Let me now pass it to Steve for some general comments about our business and our guidance going forward. Steve?
Steve Sanghi - Microchip Technology, Inc.:
Thank you, Ganesh, and good afternoon, everyone. Today I would like to first comment on the results of the fiscal fourth quarter of 2017 and total fiscal year 2017. I will then provide guidance for the fiscal first quarter of 2018. Our March quarter financial results were very strong. Our non-GAAP net sales were a record and near the high end of our revised guidance. Our non-GAAP gross margin percentage, operating profit percentage and earnings per share each exceeded well beyond the high end of our guidance. In non-GAAP earnings per share, we blew the top off, with a record earnings per share and up $0.10 above the mid-point of our guidance. Non-GAAP earnings per share were up 64.7% from the March quarter of a year ago, due to improving sales, gross margin percentage, operating expense leverage and successful execution of our core business, as well as accretion from our acquisitions. I want to thank all the employees of Microchip, including acquired employees from various acquisitions worldwide, for delivering a record quarter in every respect. This was also our 106th consecutive profitable quarter. As I reflect on fiscal year 2017, we had outstanding financial results in every quarter. And closing out the fiscal year with record sales and earnings per share was a befitting tribute to the fiscal year in which we repeatedly hit the ball out of the ballpark. Now let me decipher the financial results of Microchip from the fiscal fourth quarter. We achieved a new all-time high gross margin and operating margin percentage in our core Microchip business, excluding Atmel, substantially exceeding any prior records. On Atmel, the gross margin improved by another 235 basis points sequentially and Atmel's operating margin achieved another all-time record, exceeding 30% for the very first time. We achieved an accretion from Atmel in the March quarter of $0.25 per share versus our guidance of $0.18 to $0.22 per share. The total accretion from Atmel for fiscal year 2017 was $0.69; this was compared to $0.25 accretion as our first estimate after we announced the acquisition and without any stock buyback. By any measure, our March quarter and fiscal year 2017 results are stellar. We're also proud to have achieved 35.6% operating margin for the combined company, which is a stone's throw away from our long-term operating margin target of 36% that we just revised upward last quarter. I want to again thank the worldwide employees of Microchip, including acquired employees of all of our acquisitions, for delivering a stellar and record fiscal year 2017. Now, investors and analysts have frequently asked us about our revenue breakdown by end market. We have not broken those numbers out in more than a decade, as we do not manage our business by end market. Our standard products sell in multiple vertical markets and have a broad appeal across these various markets. We occasionally see end market breakdown mentioned in some analyst reports. Our end market breakdown, though, has changed substantially in the last decade from our various acquisitions, as well as organic growth in several markets, especially industrial and automotive. Therefore, we have done a comprehensive analysis to prepare and update the end market revenue breakdown of our business for our investors and analysts. Based on fiscal year 2017 results, our largest market is industrial, with 35% of our business in this market. The second-largest market is automotive, with 25% of our business. Then comes consumer, with 24% of our business, computing with 9%, communication with 5% and, finally defense and aerospace, with 2% of our business. Over the last several years, our fastest-growing markets have been industrial and automotive, which together account for 60% of our business now. Additionally, our consumer exposure of 24% is not made up of mobile phone; it is made up of home appliances, security systems, thermostats, televisions, remote controls, power tools, drones, joysticks, headphones, furniture, consumer toys, et cetera. With a broad product line and large customer base, compiling our end market breakdown is quite time consuming. We are providing the color for investors to better understand the current complexion of our business by end markets. We do expect to provide this breakdown regularly, but will do so when there is a meaningful change to share. Now, before I go into the guidance for June quarter, let me say a few words about the environment. We are seeing a very strong business environment for our products worldwide. Our bookings rate is extremely strong. As you know, we have not broken out our book-to-bill ratio in a long time, since it is largely misunderstood. However, to make you aware of the strength of our bookings, we are providing this indicator for one time. Our book-to-bill ratio for the March quarter was approximately 1.10. Again, I caution you that bookings are aged out, so a 1.1 book-to-bill ratio does not mean 10% sequential revenue growth. We also take revenue based on sales out from distributors and book-to-bill ratio only measures bookings for sales into distributors. Therefore, the book-to-bill ratio does not represent or help you predict the growth in this quarter, but does give you a sense for the strength of the business environment for our products that we're managing through. Other inventories at Microchip as well as at our distributors are towards the low-end of the normal range, therefore we are starting to see some lengthening of our lead times. We're starting to see challenges in fab, foundry, probe, assembly and test capacity. We have increased wafer starts in our three internal fabs and we're adding capacity in our three back-end facilities. Despite all this, we are seeing significant business that we're not able to support by the customer requested dates. These challenges are more acute with our Atmel-originated products, due to the inadequate capacity plan that we inherited. We are adding capacity to alleviate these challenges as quickly as practical. We also posted a letter on our website on April 4, 2017 informing our customers regarding many of these points. Some of you have questioned our motives posting these letters in the past, suggesting that somehow we were trying to pull ahead backlog. Our bookings were very strong before we posted the letter, and the rate of bookings has not changed after we posted the letter. We believe that our 115,000-plus customers has the right to know about the challenges we face in the current business environment and to prepare for it accordingly. Posting it on the web is the best way to disseminate this information. Now let us go into the non-GAAP guidance for the June quarter. We expect total net sales to be up between 2% and 7% sequentially. I want to remind investors that in the past five years, we had two acquisitions that closed in the first week of April. Supertex closed on April 1, 2014 and Atmel closed on April 4, 2016. Therefore, mathematically taking average of last five years of sequential growth for the June quarter would give you a large error. Without acquisitions, our average of last five years of sequential growth in the fiscal first quarter was 3%. Therefore, our revenue guidance is substantially above seasonal. We're also not seeing any issues with our automotive business as some others in the industry have commented. We believe that the comments about subsidies in China on electric cars and other automotive comments were more company-specific. Our automotive business has very strong backlog and continues to grow well. Regarding gross margin, as more and more savings from our fab consolidation and cost improvement efforts show up and Atmel gross margins continue to improve due to pricing as well as cost reductions, we see a steady improvement in overall gross margin of the company. We expect gross margin for the June quarter to be between 59.5% and 60% of sales, we expect overall operating expenses to be between 23% and 23.5% of sales and we expect operating profit percentage to be between 36% and 37% of sales and we expect earnings per share to be between $1.17 and $1.27 per share. I would like to remind investors that last quarter we conservatively revised our long-term financial model upwards to a long-term non-GAAP gross margin of 60%, operating expense of 24% and operating profit of 36%. We are now already guiding the June quarter to be at or above this long-term operating profit target, therefore we are revising our long-term operating margin target upwards again. First, let me give you some background. We are seeing an enormous gross margin operating expense and operating profit leverage in our business. We are ramping all of our three fabrication facilities. The increasing utilization lowers the wafer cost. We're also ramping all three of our back-end plants. Atmel's test technology was about a decade behind that of Microchip's in terms of higher amount of parallel testing to achieve higher units per day out of a test system. In many cases, Microchip's units per day per system is 5x to 10x higher than that of Atmel. We are converting many of Atmel's high-volume products to Microchip's test technology that is substantially lowering the cost and improving the output. This continues for the next two years or so. The combined effect of lower wafer cost, more efficient assembly and test technology and stable to increasing prices is that we expect our long-term business model to exceed any prior expectations. Therefore, we are setting our new long-term gross margin target to be 62.5% of sales, we are setting our new long-term operating expense target to be 22.5% of sales and we are setting our new long-term operating profit target to be 40% of sales. Given all the complications of accounting for the acquisitions, including amortization of intangibles, restructuring charges and inventory write up on acquisitions, Microchip will continue to provide guidance and track its results on a non-GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters, and we request that the analysts continue to report the non-GAAP estimates to First Call. With this, operator, will you please poll for questions?
Operator:
In order to accommodate as many callers as we can, we ask that you ask one question and one follow-up, you may then reenter the queue and we'll take as many questions as time permits. We'll take our first question from John Pitzer with Credit Suisse.
John William Pitzer - Credit Suisse Securities (USA) LLC:
Yeah. Good afternoon, guys. Thanks for let me ask the questions and congratulations on the strong results. I guess, Steve, can you help me understand a little bit relative to you increasing CapEx, increasing wafer starts, when do you think you'll be able to catch up with the demand curve here in the near term? And I guess you said in the press release that there's a considerable amount of demand that you can't meet right now. Any way that you can help us quantify what you're leaving on the table in the near term?
Steve Sanghi - Microchip Technology, Inc.:
So in terms of CapEx, the majority of CapEx that we're adding is in the back end. As I mentioned, Atmel's test technology was about a decade behind. And we're converting many of Atmel's high-volume products to Microchip's assembly test technology. The challenge with that is that the easiest way to add quickly incremental capacity is to buy up more of what they have, more of what we have in Atmel, same test systems, same capacity. But that is very, very inefficient. And if we buy more of that, we get stuck with it for five to seven years in a high-cost structure. So we're trying to buy more efficient capacity, Microchip type, which then requires the writing the test programs, converting them to Microchip's test technology, correlating and doing all that, which takes a little longer. So it's a very fine juggling exercise to reasonably able to satisfy the customers and not have lines down and yet keep a steady march towards converting those products to a very low-cost technology, which is giving gross margin improvements and all that. So driven by all that, there is significant constraint. We are unable to dollarize the constraint for you today because it changes every day. We don't know where we will end up at the end of the quarter. We know the number where we ended up last quarter, but I think we're less comfortable in sharing it. I did want to say one other thing, John. After our last earnings call, I saw in your report where you said we see Microchip entering uncharted levels of operational efficiencies and leverage, which should support long-term operating margin of 40%. You were right on.
John William Pitzer - Credit Suisse Securities (USA) LLC:
I get lucky every once in a while.
Steve Sanghi - Microchip Technology, Inc.:
You're were, well, either good or lucky. Probably good. It seems that you were right on. You saw something that we saw too, but we were not ready to commit yet and not ready to guide to a 40% operating margin target yet. And we are now and we have guided as such.
John William Pitzer - Credit Suisse Securities (USA) LLC:
Well, see, maybe that's good lead into my second question. Clearly the scale you've amassed is giving you leverage on the operating line. I'm curious as to what benefits you might be able to see on the top line from your scale, just given that the markets you've played in have been pretty diverse. I guess are we seeing a trend where customers want to deal with fewer suppliers who can do more, and do you think that that's a long-term sort of advantage for you to perhaps gain share at a faster clip than you historically have?
Steve Sanghi - Microchip Technology, Inc.:
So I think I would say, in our commentary, we have been very careful to not describe the market environment to be anything other than for our products. If you re-listen to what I said, I used it twice, the market environment for our products. We didn't really make any commentary on general market environment. You could talk to everybody else. That's kind of your job to figure out the general market environment. We described it for our products. So baked in in that environment is also tremendous leverage that we are getting attaching the vast portfolio of our analog products, memory products, to Wi-Fi products, to Bluetooth and others, along with various microcontroller and other products we have. Now, we have sort of 19 different product lines within Microchip today and we're getting enormous leverage in what you call attach in the past, and we have given it a new term at Microchip; we call it Total System Solutions. So, if you look at the number of devices per board that we had, let's say, five years ago, it's dramatically increasing in terms of number of devices we have per customer board today. I can't give you the number. But that is accelerating and, therefore, somewhat we're creating our own environment. There is a tremendous organic growth we have seen in our business in the last year. And if you just recall a year ago, there were organic growth concerns. And at the same time, we have added some acquisitions. So if you just look at the March quarter, we beat the earnings by $0.10. $0.05 came from higher Atmel accretion and other $0.05 came from core Microchip. So it's not one or the other. We are really just accelerating on both fronts.
John William Pitzer - Credit Suisse Securities (USA) LLC:
Perfect. Thanks, guys. And congratulations.
Operator:
We'll go next to Craig Hettenbach with Morgan Stanley.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Thanks. Steve, with John's successful run at 40 percentile, I'll promise not to raise the bar to 45% op margins. But if we can talk about just that attach rate as a follow-up, particularly for wireless connectivity, what you're seeing for MCU with wireless attach and the momentum in that market.
Ganesh Moorthy - Microchip Technology, Inc.:
We have many, many embedded systems adding connectivity to them. Certainly, wireless is a big component of that, but we also have wired connectivity in many systems. And our portfolio of connectivity is extremely rich at this point between successive acquisitions that have added to our portfolio. So embedded systems in general are becoming more valuable when they're attached. We're finding lots of opportunities for Ethernet, Wi-Fi, Bluetooth, LoRa, a number of other proprietary standards, to help these systems connect to whatever is appropriate in their environment. And it is a part of the growth that we're experiencing.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Got it. And then as my follow-up, can you talk about 32-bit, and I know you guys have the MIPS as well as the Atmel ARM core and I know there is more focus on the peripherals than the core. But just wanted to get a sense now that you're a year into Atmel, just some of the design win and product momentum that you're seeing in the marketplace for 32-bit ARM?
Ganesh Moorthy - Microchip Technology, Inc.:
So we don't think of it as 32-bit ARM alone. We look at overall 32-bit business. The 32-bit product line has been growing faster than Microchip average growth that we've had. We have fully incorporated the products that came to us from Atmel, what we call the SAM products, and the products historical for Microchip, the PIC32, into our integrated roadmaps as we present it out into our customer base when we pursue new designs. And they're doing very well. And we see strengths in the portfolio that we inherited from Atmel that have taken us to new areas, not only in microcontrollers. We've also got microprocessors that were part of the portfolio. And then we have some strengths from classic microchip that continue on their efforts. And the forward-going portfolio has a single roadmap. We've brought that all together. And we're very, very confident in the 32-bit product line and its growth under the Microchip cloud (35:30).
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Okay. Thanks, Ganesh.
Operator:
We'll take our next question from Mark Delaney with Goldman Sachs.
Mark Delaney - Goldman Sachs & Co.:
Yes. Good afternoon. Congratulations on the strong results and thanks very much for taking the question. I was wondering if you could talk a little bit about how you're thinking about capital allocation going forward, especially now that you've done better than you had anticipated on the leverage levels coming down. How should we think about the company's interest in engaging an additional M&A? And what are your thoughts around doing share repurchases?
Steve Sanghi - Microchip Technology, Inc.:
So, I think it's quite simple. There are three uses of capital. There can be three different uses
Mark Delaney - Goldman Sachs & Co.:
That's helpful. And then for a follow-up question I was just hoping you could help us understand what steps we should think about in terms of bridging from the company's margin levels today toward the targets. You talk a lot about the changes to Atmel's back-end operations and some potential additional leverage as you go forward. Are those the two things that get the company to its target margin ranges? Or are there other things that we should have in mind that the company would execute on to get to those levels?
Steve Sanghi - Microchip Technology, Inc.:
Well, it's a little broader than that. We are seeing tremendous gains in reduction in wafer process essentially (38:51), both by increasing loadings in all of our three fabs as well as being able to cross-pollinate and use ours as well as Atmel technology for each of those products, whichever the best solution may be. They were good in certain things; we were good in certain things. Certain products will be cheaper here; certain products will be cheaper there. So we're getting a significant leverage out of fabs. And then, as you mentioned, we're getting significant leverage out of assembly and test technology. And overall we're getting a lot of operating expense leverage, a lot of other manufacturing leverage also out of the same footprint in our facilities and all that just pumping a tremendous amount of output. Recall that Atmel did no assembly themselves; they were zero percent assembly and they only did 10% of the tests themselves. Microchip, on the other hand, did nearly 90% of our tests ourselves and we did about 70% of our assembly ourselves. So two companies combined together now, both assembly and test percentages done in-house have dramatically gone down because of Atmel. And as we bring those things from subcontractors to inside and in the process also increase the utilization and increase the output by 5x to 10x per system per day, the results are tremendous. They're just beyond what we could have expected and beyond the leverage that we could reasonably describe. And I must say that this detail level of due diligence was not available to us. Very poor due diligence was shared. It's because we were ahead on competitors and all that. So a lot of this area we have really done it on our own clock, identify the areas where we could bring significant cost reduction. And we are basically in the process of implementing the first high-volume products on microcontrollers and memories and a few other products are already flowing out of our manufacturing facility. So this is not a pipe dream. We have delivered the front-end of that already.
Ganesh Moorthy - Microchip Technology, Inc.:
I would add pricing discipline as the other element that we're proud of (41:20) over the last year to help improve the overall gross margins.
J. Eric Bjornholt - Microchip Technology, Inc.:
Maybe one other thing to add is that there's still benefits from the shutdown of the Micrel fab that aren't seeing recognized in the P&L we've today. So still a lot of things we're working on together. The things that Steve is talking about Atmel, that's a couple year project. So we've got a lot of headroom and things to work on over the coming quarters.
Mark Delaney - Goldman Sachs & Co.:
Thank you very much.
Operator:
We'll take our next question from Chris Danely with Citi.
Christopher Brett Danely - Citigroup Global Markets, Inc.:
Hey. Thanks, guys. First question is just on the lead time extensions. I know you have several different products with several different lead times. But if you could, is there any way to quantify the amount of the lead time extensions? And then, Steve, when was the last time you saw this type of lead time extensions? And then do you think you'll be able to catch up the demand over the summer. Or do you think they can get worse?
Ganesh Moorthy - Microchip Technology, Inc.:
It's not getting worse. Unlike what some of the people on the Street think, the letter has not accelerated the bookings in any way. It didn't accelerate the bookings last time. It didn't accelerate the bookings this time. The letter was posted on April 4, and we received these tremendous bookings in the March quarter with a book-to-bill of 1.1. And it did not change afterward. Our customers are fairly trained on they expect that – we written this letter about 10 times probably in the last 20 years or so. It's results were less than optimal one time a couple of years ago, which, soon after that, the China market fell apart. And, as a result, we had a miss. And many times, the Street just remembers what happened last time. So these letters have been very effective in informing our large 115,000-plus customers regarding what is happening and then working with them to understand the requirements, being able to build the product in a better mix to understand people's drop-dead requirements so people don't go lines down. So I can't give you one number across the range of our products, 100,000-plus SKUs. People kind of like to look at one number what the lead time is, and there's no such number. On a given product, lead time could be eight weeks today, and you get one large order and the lead time goes to 12 weeks because the parts which were after the eight weeks are now booked. On the other hand, there are plenty of products available on the shelf. So the lead time can be anywhere from in-stock to 16 weeks, I would say. All over the place.
Christopher Brett Danely - Citigroup Global Markets, Inc.:
Okay.
Ganesh Moorthy - Microchip Technology, Inc.:
And we're working hard to try to get the delinquencies all down by the September quarter timeframe. It all depends on what happens in terms of the bookings on a continuing basis. But that's what all the firepower in the company is aimed towards.
Christopher Brett Danely - Citigroup Global Markets, Inc.:
Okay. Great. You mean, Steve, just going to sit in the office and call 115,000 customers and tell them that the lead times are extending?
Steve Sanghi - Microchip Technology, Inc.:
That's what the letter's for.
Christopher Brett Danely - Citigroup Global Markets, Inc.:
So my next question is just some clarifications on the margins. In terms of the new targets, is that like half from Atmel and half from the legacy Microchip? And then just in terms of the all this accretion and upside you've seen on Atmel's operating margins, can you break out how much is COGS versus your operating expenditures?
Steve Sanghi - Microchip Technology, Inc.:
Well, Atmel's both gross and operating margins still remain well behind Microchip's. And as I mentioned, Atmel's operating margin, we got it over 30% and gross margin was up another 235 points. Despite those numbers, they're still substantially behind Microchip's. And we've always said, based on the large amount of mix they've taken before, we never expect that to make 40% operating margin, which really means core goes above and Atmel is below and we bracket an average to about 40%. So the improvement will really come from both. As we are ramping our fabs, it's lowering wafer cost and helping both gross margin. As we are bringing Atmel's assembly test technology to Microchip's level, the help of that transition to our technology is helping Atmel gross margin, but it's bringing much more output into our factories from outside, which then is also increasing core gross margins.
J. Eric Bjornholt - Microchip Technology, Inc.:
Spreading the overhead over a larger base.
Steve Sanghi - Microchip Technology, Inc.:
Spreading the overhead over a larger base, allowing us to buy more volume of lead frames to packages to molding compounds to everything else in a larger supply with better economics and all that.
Christopher Brett Danely - Citigroup Global Markets, Inc.:
Got it. Thanks, guys.
Operator:
We'll go next to William Stein with SunTrust.
William Stein - SunTrust Robinson Humphrey, Inc.:
Thanks for taking my question. And I'll add my congrats as well. I'd like to ask about the characterization of this cycle, Steve, as you've done in the past. Clearly, we're heading into a time of a bit of tightness, a bit of this imbalance between supply and demand. How much of what you're seeing is more related to lack of capacity in the Atmel product versus accelerating demand? And do you anticipate we'll continue to see improving year-over-year growth beyond the June timeframe, which is I think the sort of consensus view at least among sell-side analysts?
Steve Sanghi - Microchip Technology, Inc.:
Again, I will refrain from making any general remarks about the industry and largely focusing on how I see the business environment for our products. A significant impact of what we are seeing is really driven by the success of our own products in the market and the total (47:51) that I earlier talked about. Number one, there was a significant reluctance on the part of the customers during the year that Atmel was up for sale, regarding what would happen to those products, what would be supported and would not be supported. And if you, as a customer, have a concern, then you kind of always have a back-up plan in case those products were not to be available. When it became clear that Microchip would buy Atmel, customers were more even disheartened originally thinking that Microchip being a staunch competitor may discontinue AVR and ARM-based products and others. What we did was just the opposite. And as Ganesh mentioned in his commentary, the result of all that has been a tremendous amount of customer confidence that we have gained in our strategy, in what we are doing. And we're getting unfair share of the design wins and customers' ear. and then analog and Wi-Fi and memory and other attach to boot. So a large portion is really driven by that. There are always small numbers that can really drive a significant change. Beyond that, we're also seeing general strength in the economy, especially happened post-election in U.S. The whole world seems to be positive. You can talk to distributors and they are seeing strong bookings and a strong environment. Lead time for equipment is lengthening, lead time for packages, all sorts of things is lengthening. So those are some of the signs of what's happening generally in the economy. But I think what we are seeing has really also a significant company-specific element on the top of that.
William Stein - SunTrust Robinson Humphrey, Inc.:
Thanks for that. And one follow-up, if I can. Eric, I think more your area of expertise. I think there is a FASB pronouncement that's going to require you to transition to a sell-in rev rec. Can you confirm that that's correct and, if so, the timing and anticipated impact on your reported financials?
J. Eric Bjornholt - Microchip Technology, Inc.:
Yeah, so that change will be effective for Microchip April 1, 2018, so the beginning of our next fiscal year. We are going through the planning process associated with that. I guess what should be important from an investor standpoint is we are not going to change in any way our go-to-market strategy with our distributors, the way that we price our products, the way that we interact with them. But the reporting will have to be on a sell-in basis, where essentially you're making an estimation of what the net sales price of the product that you're shipping in is going to be. So our accounting team is working through that and will be effective for us next year.
William Stein - SunTrust Robinson Humphrey, Inc.:
Thanks. And congrats again.
Operator:
We'll take our next question from Harlan Sur with JPMorgan.
Harlan Sur - JPMorgan Securities LLC:
Congratulations on the solid results execution and the outlook. As we think about growth and as it relates to Atmel's design win pipeline, I know you guys recently refreshed Atmel's AVR 8-bit product line. I think you guys even embedded some of your own IP into this particular product line. I know you guys do a good job of keeping track of design win rates. So, wondering if you've seen a step-up in design wins or feedback from customers for the new AVR 8-bit products?
Steve Sanghi - Microchip Technology, Inc.:
It just depends on what timeframe you compare against. So, we have been at it for a year since we bought the company. And the funnel size is enormous. We're seeing substantial growth and the total funnel size on Microchip across 8-bit, 16-bit, 32-bit, Wi-Fi, our networking business, our automotive business, infotainment, MOST business, that the funnel size across Microchip is just enormous. I think we are incredibly and beautifully set up to really deliver what we are telling you.
Harlan Sur - JPMorgan Securities LLC:
Thanks for the insights there. And then, on the analog side, you guys are basically within striking distance of $1 billion in annualized sales. I think last I asked this question, about 50% of these products are tied to your MCU programs and the other 50% is sold kind of standalone on their own performance merits. Is that still the right mix? Or are you getting more attraction on a standalone basis? And then maybe any updates on your analog attach rates to Atmel's MCUs.
Steve Sanghi - Microchip Technology, Inc.:
Well, we don't really look at the analog business to be either attaching to our microcontrollers or standalone. We want to succeed in both. If we had a very high attach rate but never won anything standalone, that, to us, would be negative because that really means we can only win when it's our microcontroller. That's not the case. Even if we don't win the microcontroller, and it's a microcontroller from Freescale, Renesas, NXP, or anybody, or maybe the socket doesn't have a microcontroller, it is driven off a microprocessor or a FPGA or some sort of SoC, we still want to be able to win analog in those sockets, rather it's a – for power management or convertors or have some Wi-Fi on it or have some supervisory op amps or some other things. So right now I think as we look across, we have victory in every area. We are winning around our microcontroller, we're winning around Atmel's microcontroller and we're winning around other people's microcontrollers, SoC, FPGA, processors, et cetera, and there is no specific focus to be one way or the other. We actually have identified a built-in large opportunity to attach analog around Atmel's microcontrollers because those were the sockets we were purposely kept out. Any of the reference designs that Atmel produced before, by design they would put anybody else in it but Microchip. In the last one year, all those reference designs, tools, development tools, et cetera, they've all been refurbished to replace anybody's analog and Wi-Fi with Microchip's. So there you have incremental additive analog that we should be able to attach. And we are.
Harlan Sur - JPMorgan Securities LLC:
Thanks for the insight, Steve.
Operator:
For our next question, we'll go to Rajvindra Gill with Needham & Company.
Robert Mertens - Needham & Co. LLC:
Hi. This is Robert Mertens on behalf of Rajvindra. Thanks for taking my question and congrats on the quarter. You broke out the revenue breakdown by end market. You had about 25% in the automotive end market and you mentioned that this was around the eighth largest semi supplier. Do you have any visibility towards what areas of automotive you're seeing your products go into, if there's strength in infotainment versus ADAS or power management? Or any granularity there would be great. Thank you.
Ganesh Moorthy - Microchip Technology, Inc.:
We are in a broad range of applications, but we have some specific ones we have a larger exposure to – so you mentioned infotainment. But I'd broaden that to networking inside the car as one area. We are in many access control applications in the car. We are in touch control for a range of both touch screen and touch buttons and things. We're in many USB connectivity inside the car. We're in all the garage door openers inside the car. So it's a pretty broad set of applications and with some specific areas in which we have a much higher penetration than even normal.
Steve Sanghi - Microchip Technology, Inc.:
I think we have 51 chips in a Mercedes S-Class car, 55 in a Hyundai Genesis. It's everywhere, up and down the car. So, it's much more broader than anybody can describe.
Robert Mertens - Needham & Co. LLC:
Okay. And then in terms of I guess products going from the high end S-class to Hyundai Genesis and going more mid-market, are you seeing that be a trend that's taking off now or still a quarter or so out?
Steve Sanghi - Microchip Technology, Inc.:
Well, those trends don't happen in a quarter. If you look at the keyless entry, where you don't need the mechanical key anymore, began nearly 20 years ago from General Motor (sic) [General Motors] cars. I think we put the first keyless entry where you don't have to use a mechanical key to open the car. We did the first hotel room door lock years ago. Before that, there used to be mechanical keys that even opened the hotel room door lock. And as you have seen over the years, people don't even know there's a mechanical key exists for hotel rooms or cars and stuff like that. So these changes are a lot slower, happen over time. These are not one quarter phenomena. There are 400 different car models that have the HomeLink on it, all-exclusive product of Microchip. There are many hundreds of models that have our MOST bus. There are a large number of models that have our touch in it, and so on and so forth. They all start at the high level and, every year in the following model year, the company will take it down to the middle-range models. And a few years from now, it could get to the lower-end models. Feature-by-feature they migrate down, but the trend doesn't change as much quarter-to-quarter.
Ganesh Moorthy - Microchip Technology, Inc.:
I think the way to think about it is we have a high presence in all car segments; it's not just at the high end that we are present. That was just an example to show you in a rich environment of electronics, we have a pretty high percentage. But if you look at the lower-end cars, we have just as high a percentage in many of those cars.
Robert Mertens - Needham & Co. LLC:
Okay. That's very helpful. Thank you.
Operator:
We'll go now to Christopher Rolland with Susquehanna Financial Group.
Liz Pate - Susquehanna Financial Group LLLP:
Hi, guys. This is Liz Pate in for Chris Rolland. Most of my questions have been asked and answered. But just a quick one on the pricing environment. Maybe you can talk about how that is currently industry-wide, and specifically on the Atmel products. Do you still have some ability to raise prices on those products? And thanks.
Ganesh Moorthy - Microchip Technology, Inc.:
So we've been talking about it for multiple quarters. It's taken us time to implement the price changes across a broad range of customers. Some of them have been phased-in over time so that they don't all come together in one quarter. But I would say, at this point in time, a substantial portion of the price increases that we've began last June or so are in place. And as we go in – going forward, it's really no programmed increases in prices. What we have done is also put in a significant discipline on new designs, because what we were doing with the price increases was correcting past issues where pricing was done poorly. And those new designs are all being done using a more disciplined process to make sure that we don't have to come back and change the pricing out in time. But pricing for our market tends to be something that it happens at the point of a design-in, and so that's when the competition for what the best performance price-value equation is. And then that happens a year or two before designs usually go into production and there isn't as much pricing discussion that takes place once the designs have been completed and production is getting started.
Liz Pate - Susquehanna Financial Group LLLP:
Okay. Thanks.
Steve Sanghi - Microchip Technology, Inc.:
I want to add, though, that to extend what Ganesh said, that as all the new quotes we are making, really in the last year, have all substantially better disciplined pricing than the average pricing we are having on Atmel parts today, as these designs are going to production, it has been about a year now. So designs are starting to go to production on those things that we quoted on our clock. There will be a steady stream of wind on the back where every quarter the mix gets richer and richer with higher and higher percentage of pricing to be better disciplined pricing coming from Microchip and smaller and smaller percentage of older devices on which we raised the price, but we couldn't raise it all the way to where the new prices are. So this would be a long-term tailwind that will continue to blow in the back.
Liz Pate - Susquehanna Financial Group LLLP:
Perfect. Thanks. And congrats on the quarter.
Steve Sanghi - Microchip Technology, Inc.:
Thanks.
Operator:
We'll go now to Craig Ellis with B. Riley.
Craig A. Ellis - B. Riley & Co. LLC:
Thank you for taking the question and congratulations on your execution. The first question is a gross margin question maybe most appropriate for Eric. I believe the company was expecting to see the benefit of the Micrel San Jose fab shutdown in the first part of the calendar quarter. Is that in fact happening? And, if so, is it more in the calendar first quarter, calendar second quarter or more evenly distributed?
J. Eric Bjornholt - Microchip Technology, Inc.:
So I would say the benefits from the Micrel shutdown have been coming over time. We still probably have a couple of quarters to go as we sell through all the older inventory and all the 8-inch inventory starts to be realized in the cost of sales. So we have got benefits from that the last two quarters, but expect that to continue on in the June and September quarters also.
Craig A. Ellis - B. Riley & Co. LLC:
Thanks, Eric. And then the follow-up question is for Steve. And, Steve, it goes back to a comment that I think you made a few calls ago, when you indicated that, if industry were to grow, I think the number was high-single digits or 10%, I don't recall specifically, that that would favor vertically integrated manufacturers. So my question is this. With demand strong, with the global economy showing signs of improvement and with what appears to have been a five-year period of fairly disappointing analog CapEx, are you seeing signs in your business where the environment is favoring a vertically integrated manufacturer, like Microchip? And, if not, do you think that will occur later this year, or is that something that would be further into the future? Thank you.
Steve Sanghi - Microchip Technology, Inc.:
Well, I think it is happening already. You are seeing it on our results and you will see it in our results in the coming quarters also. If Atmel was a standalone company today, they wouldn't be able to take advantage of these tremendous improvements we're making on assembly test technology inside capacity being able to bring large volumes on our test technology already running in our Thailand facility producing 5x higher output per system. Subcontractors have no incentive to give you that kind of output. They get paid by the hour on the test system. So if you dramatically improve output and output goes up 5x and now you only have to pay them for 20% of the hours, they're not happy. So there the incentives are not aligned properly. You're seeing tremendous benefit of our vertical manufacturing, both from fab, probe, assembly and tests already and you will continue to see it as we go forward.
Craig A. Ellis - B. Riley & Co. LLC:
Very helpful. Thank you.
Operator:
That does conclude today's question and answer session. At this time, I'll turn the conference back to Mr. Steve Sanghi for any final remarks.
Steve Sanghi - Microchip Technology, Inc.:
Well, thank you, everybody. We are pleased to deliver an outstanding quarter and an outstanding fiscal year. And watch us grow, hopefully we can deliver another one. And we'll see some of you at the conferences we will go to later this quarter. Thank you.
Operator:
This does conclude today's conference. Thank you for your participation. You may now disconnect.
Executives:
Eric Bjornholt – Chief Financial Officer Ganesh Moorthy – President and Chief Operating Officer Steve Sanghi – Chairman and Chief Executive Officer
Analysts:
Craig Hettenbach – Morgan Stanley John Pitzer – Credit Suisse Mark Delaney – Goldman Sachs Harlan Sur – JPMorgan Craig Ellis – B. Riley Financial Chris Danely – Citigroup Gil Alexandre – Darphil Associates Chris Caso – CLSA Lena Zhang – Summit Redstone Partners Rajvindra Gill – Needham & Company Kevin Cassidy – Stifel
Operator:
Good day, everyone, and welcome to the Microchip Technology Third Quarter and Fiscal Year 2017 Financial Results Conference Call. As a reminder, today's call is being recorded. At this time, I’d like to turn the call over to Microchip's Chief Financial Officer, Eric Bjornholt. Please go ahead, sir.
Eric Bjornholt:
Good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO, and Ganesh Moorthy, Microchip's President and COO. I will comment on our third quarter fiscal 2017 financial performance and Steve, Ganesh will then give their comments on the results, discuss the current business environment as well as our guidance and provide an update on the integration activities associated with the Atmel acquisition. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page on our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis, prior to the effects of our acquisition activities and share-based compensation. Non-GAAP net sales in the December quarter were a record $881.2 million and they were well above the high end of our guidance and were up 0.8% sequentially from net sales of $873.8 million in the immediately preceding quarter. We have posted a summary of our revenue by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were 57.8% in the December quarter and significantly above the midpoint of our guidance, which was 56.9%. Non-GAAP operating expenses were 25% of sales significantly below the midpoint of our guidance range of 26.7%. And non-GAAP operating income was an outstanding 32.8% well above the midpoint of our guidance of 30.15% and very close to reaching our prior long-term operating model goal of 33%, which we had previously guided investors that we would achieve in the March 2018 quarter. Non-GAAP net income was a record $246.5 million resulting in record earnings per diluted share of $1.05, which was $0.145 higher than the midpoint of our guidance of $0.905, up 11.6% on a sequential basis and up 64.9% as compared to the same quarter last year. On a GAAP basis net sales were $834.4 million, GAAP net sales were $46.8 million lower than non-GAAP net sales because for GAAP accounting purposes we began recognizing revenue on a sell-through basis for the Atmel Asia distributors. On October 1, 2016, an inventory sitting in the distribution channel on that date was not recognized as revenue in our GAAP financial statement when it was subsequently sold by the distributors. Sales to all Atmel distributors are now being recognized based on sell-through revenue recognition. GAAP gross margins including share based compensation and acquisition related expenses were 55.8% in the December quarter. GAAP gross margins include the impact of $3.5 million of share based compensation, $26 million of gross margin impact from the distributor revenue adjustment I mentioned earlier, $12 million in acquired inventory valuation costs and $3 million of manufacturing shutdown costs associated with the Micrel fab. Total operating expenses were $347.2 million and include acquisition intangible amortization of $82.8 million, share based compensation of $18.7 million, $4.2 million of acquisition related and other costs, and special charges of $20.9 million consisting primarily of charges associated with our acquisition and integration activities. With all the purchase accounting adjustments, the Atmel acquisition related charges and the related tax impact, GAAP net income from continuing operations was $107.2 million or $0.46 per diluted share. In the December quarter, the non-GAAP tax rate was 8.3% and the GAAP tax rate was negative 28.5%. We expect our longer-term forward-looking non-GAAP effective tax rate to be between 8% and 9%. The large difference between our non-GAAP and GAAP tax rate relates to the differences in the specific tax rates that apply to the charges that are excluded from our non-GAAP results. Moving on to the balance sheet, our inventory balances at December 31, 2016 was $419.6 million. Microchip had 104 days of inventory at December 31, 2016, up 1 day from the end of the September quarter. Inventory at our distributors was at 31 days and at the same level as the September quarter. The cash generation in the December quarter excluding our acquisition and divestiture activities, our dividend payment and changes in borrowing levels under our revolving line of credit was a record $258.8 million. As of December 31, the consolidated cash and total investment position was $699.7 million. Our borrowings under our revolving line of credit at December 31 were $1.683 billion, up $5 million from the prior quarter levels. Excluding dividend payment, changes in borrowing levels and our acquisition related activities, we expect our total cash generation to be approximately $230 million to $250 million in the March quarter. We continue to make good progress on our leverage with our net debt to EBITDA ending the December quarter at 2.47. This is down from 2.91 at the end of September quarter. We expect our net debt to EBITDA to be under 2.1 by the end of the fiscal year, which ends March 31, 2017 and that's well below the last forecast that we provided to investors of 2.35. Capital spending was approximately $15.7 million in the December quarter. We expect about $38 million in capital spending in the March quarter. And overall capital expenditures for fiscal year 2017 to be about $90 million compared to our previously communicated FY 2017 forecast of $110 million. We are selectively adding capital to support the growth of our production capabilities, for our fast growing new products and technologies and to bring in-house more of the assembly and test operations that are currently outsourced. Deprecation expense in the December quarter was $29.7 million. I will now ask Ganesh to give his comments on the performance of the business in the December quarter. Ganesh?
Ganesh Moorthy:
Thank you Eric and good afternoon everyone. We are pleased with how each of our product lines performed in the December quarter and how the combined assets of Microchip and former Atmel working in harmony are producing differential growth results. Let's take a closer look at the performance of each of our product lines. Starting with microcontrollers. Our microcontroller business in the December quarter held up well in a seasonally slower quarter and was up 0.3% sequentially as compared to the September quarter, setting a new record in the process. We continue to experience broad based growth in our business as each of our 8-bit, 16-bit and 32-bit microcontroller businesses met or exceeded our expectations for the December quarter. Customers using microcontrollers originating from Atmel continue to gain confidence in microchips commitment to those products and began to see how powerful the combined microcontroller roadmaps going forward are. As a result, we are seeing continued growth in our design-in funnel and expect this to drive future growth as these designs progress in to production over time. We have also seen many examples, of how the joint sales and business unit teams are able to find and win more opportunities using our broader basket of analog connectivity security and memory products to garner a larger share of the available content in an application. This in turn we expect will help drive incremental growth over time. In all our product lines. Microcontrollers at over $2.2 billion in annualized revenue, represents 63.1% of microchips overall revenue in the December quarter. We remain pleased with the performance on the competitiveness of our 8-bit, 16-bit and 32-bit microcontrollers in the broad-based market, which have been augmented by the addition of Atmel’s portfolio. We continue to gain market share and have the new product momentum and customer engagement to continue to gain even more share as we further build the best performing microcontroller franchise in the industry. Our Analog business was up 1.4% sequentially in the December quarter as compared to the September quarter and also set a new record in what is normally a seasonally weak quarter. At well over $900 million in annualized revenue our analog business represented 25.9% of Microchips overall revenue in the December quarter. As I mentioned earlier we are successfully finding more opportunities to attach Microchips vast portfolio of analog products to Atmel microcontrollers at multiple customers and application. This effort will pay dividends over time as new design wins go to production. We continue to develop and introduce a wide range of innovative and proprietary new linear mixed signal, power interface timing and security products to fuel the future growth of our Analog business, as we march relentlessly towards making Analog a greater than $1 billion revenue business for Microchip. Moving to our memory products, our memory business was about flat in the December quarter as compared to the September quarter. During the quarter we introduced a new memory solution called an EERAM, which offers unlimited endurance and safe data storage should a power loss occur. That is ideal for a broad range of applications. This gives us one more opportunity to add to the content we can win in our customers applications, as we deliver total system solutions to them. A quick summary of where we are with the Atmel integration. We had already made significant progress for the business unit integration by the end of the September quarter and completed this activity in the December quarter. Our sales integration continued to progress well, with extensive cross training of our direct sales teams as well as our channel partners sales teams. The sales integration is now largely complete, with pricing changes we have discussed before continue to roll out during the quarter and we will have further changes that take place in the March and June quarters. On January 1, 2017, we went live with Atmel’s business systems transitioning to Microchips business systems. This was a significantly complex activity to plan and execute, the transition is going as planned but the small number of normal issues that are being rapidly resolved. And where we are at this point of the transition to our systems is about where we have been at the same point with prior acquisitions, which is quite positive given the size and complexity of the Atmel business and business systems. The integration work to take advantage of our internal manufacturing capability to lower the cost of packaging and testing products that are currently outsourced has just started and will continue for many quarters to come. All in all the third quarter of integrating Atmel has progressed on or ahead of our plan. Our profuse thanks go out to our many employees across the globe, who have gone above and beyond that contribute to the rapid integration. Their tireless efforts on multiple fronts helped deliver synergy results that are well ahead of forecast. Let me now pass it to Steve for some general comments about our business, our guidance going forward and more about the tremendous results from the Atmel integration.
Steve Sanghi:
Thank Ganesh and good afternoon everyone. Today I would like to first comment on the results of the fiscal third quarter of 2017. And then provide guidance for the fiscal fourth quarter of 2017. I will also make comments on the progress of integration of Atmel. Our December quarter financial results were extremely strong. I would say that we hit the ball out of the ballpark. Our non-GAAP net sales, gross margin percentage, operating profit percentage and earnings per share all exceeded the high-end of our updated guidance. Non-GAAP earnings per share, was an all time record and was $0.145 per share better than the midpoint of our guidance. And up 64.9% from the December quarter of a year ago due to improving sales, gross margin percentage, operating expense leverage, and successful execution of our core business as well as accretion from our acquisitions. I want to thank all the employees of Microchip including acquired employees from Micrel, Atmel and other acquisitions worldwide for delivering a record quarter in every respect. This was also our 105th consecutive profitable quarter. As I reflect on the calendar year 2016, we had outstanding financial results in every quarter in closing out the calendar year with explosive earnings was a befitting tribute to the year. In the last quarter's conference call, we shared with you our 200-day assessment of what we have done to correct Atmel's weaknesses. Today I will provide a 300-day update on where we are in correcting these weaknesses, and this will probably be the last update on that topic. First, lack of pricing discipline. Average Atmel prices continue to go up and we are seeing it in the improving gross margin. Atmel gross margin improved another 50 basis points sequentially. We mentioned in the last conference call that on the distribution front we caught a lucky break as one of our largest competitors has changed their distribution program where they will be using distribution only for fulfillment and terminating the registration program under which the distribution earned higher margins for demand creation. This is continued to have a very positive effect on Microchip as the distribution sees a very strong portfolio from the combined Microchip and Atmel franchises and it increasing their commitment for demand creation for Microchip. We now have a long list of customer designs sockets where the distribution has converted the design from this large competitor to Microchip. Number two, high operating expense culture. Atmel had a culture of high operating expenses which routinely ran over 40% of sales. We have now corrected Atmel’s operating expenses, as well as a culture related to operating expenses. Number three, swinging for home runs and getting large customers at low margins, this has now been corrected as we are aligning Atmel sales focus to be consistent with that of Microchip. Number four, accountability, Atmel had a culture of poor accountability with a broad-based implementation of Microchip type of bonus plans, which are based on overall company growth and profitability. We are rapidly changing that culture. In our presentations, communications and classes at Atmel, we are teaching that at Microchip management is accountable. As of now, approximately 90% of the employees of Atmel are only common bonus program with Microchip employees. Number five, poor team work. Atmel did not have a culture of team work, bonus and equity grants were very large at the top at Atmel and less than 30% of the employees had bonus and equity. At Microchip 100% of our non-Atmel employees are on a bonus program and nearly 100% of our non-Thailand production labor employees are on equity program. With Microchip managers teaching them role modeling of our culture and with 90% of Atmel employees on common bonus program with Microchip employees we are now all pulling the ship together and in the same direction. And number six, Atmel made no investment in training and development of employees. In a short 10 months nearly 100% of Atmel employees have gone through at least some training class at Microchip. We are continuing to put Atmel sales and field applications engineers through a two-week extensive training that we call boot camp in which we train the employees on Microchip's client engagement process, our values, culture, and align them with our goals and reward system. Rapid changes are taking place and employees are bonding to the superior system at Microchip and the results are improving rapidly. So with that, now let me continue with deciphering the financial results of Microchip from the fiscal third quarter. While we will refrain from providing line by line breakdown of our results between core Microchip and Atmel, we will provide some useful nuggets of information on Atmel as well as Microchip to ahead of those nuggets. We achieved an all-time high operating margin percentage in our core Microchip business. On Atmel, the gross margin improved by another 50 basis points sequentially. Regarding Atmel's operating expenses I mentioned earlier that Atmel's operating expenses are now in range of the Microchip model and has been corrected. With the combined effect of better than expected net sales, higher gross margin percentage and lower OpEx, the Atmel business achieved operating margins of over 26% of net sales. Which is the highest operating profit percentage ever achieved in Atmel’s history. We achieved an accretion from Atmel of $0.21 per share versus our guidance of $0.13 to $0.17 per share. Now despite the significant initial skepticism from investors and analysts about our ability to realize synergies, we had forecasted from Atmel, we were always confident in our assessment of synergies and our results have shown that we were actually extremely conservative in our initial projection. By any measure our December quarter results are stellar. We are also proud to have crawled back up to 32.8% operating profit percentage for the combined company and within a smidgen of our long-term model of 33% operating profit, which we initially guided to be three to four years away at the time of Atmel acquisition announcement. I want to again thank the worldwide employees of Microchip, including acquired employees of all of our acquisitions for delivering a stellar and a record calendar year 2016. Before we go into March 2017 quarter guidance, I want to bring up one point. Our integration of business systems for Atmel was originally scheduled for November 1, 2016. However, due to extreme complexity of business systems in our largest acquisition ever we had to push out the go live of our business systems integration to January 1, 2017, a two months delay. As a result, several of our customers requested early shipment of their product that was originally requested to be delivered in the early part of January. We believe the impact from these customer requests added approximately 1% to our December quarter revenue. Ordinarily we attempt to schedule these business system integrations in the middle of the quarter to minimize impact on our quarterly revenue results. As a result, investors should view the true end market demand for our products in the fiscal third quarter to be about 1% lower than our reported GAAP and non-GAAP net sales. And our fiscal fourth quarter 2017, true end market demand to be about 2% higher than the midpoint of our GAAP and non-GAAP net sales guidance. So now let's go into the non-GAAP guidance for the March quarter. We expect total net sales to be between minus 1% to plus 3% sequentially. Again, without the customer requested early shipments in December quarter. The guidance for net sales would have been plus 1% to plus 5% sequentially. But we will report and compare net sales against our true non-GAAP guidance of minus 1% to 3% sequentially. We expect gross margin to be between 58% and 58.5% of sales. We expect overall operating expenses to be between 24% and 25% of sales and we expect operating profit percentage to be between 33% and 34.4% of sales. And we expect earnings per share to be between $1.01 and $1.11 per share with a midpoint of $1.06. The earnings per share guidance include an accretion from at Atmel of between $0.18 and $0.22 per share. Now last quarter, we increased the accretion target from Atmel from $0.40 to $0.50 for fiscal year 2017. With $0.44 of accretion already achieved in three quarters, the $0.50 target is a gimme. With this quarter's midpoint guidance we are revising the fiscal year 2017 accretion targets from $0.50 to $0.64 per share. In the last quarter, we also increased our accretion targets for fiscal year 2018 and fiscal year 2019. Those increased targets were $0.70 for fiscal year 2018 and $0.90 for 2019. All these targets are without stock buyback. We’re again revising the accretion targets upwards for fiscal year 2018 and fiscal year 2019. We are revising fiscal year 2018 accretion target from $0.70 to $0.90 and we are revising accretion target for fiscal year 2019 from $0.90 to $1. I remained you that the businesses of Microchip and Atmel are now completely intertwined after January 1, 2017 and increasingly difficult to break down. Last quarter we told you that we will achieve our long-term financial model by the end of fiscal year 2018 versus three to four years that was embedded in our forecast when we announced the Atmel deal. With the success we have seen so far with Atmel and Microchip and with great results from the core Microchip business as well as Atmel, we just about achieved our long-term model on the operating margin of 33% last quarter, it’s fully ahead of our last update. We also expect to achieve our 59% gross margin model in the next six months as some of the benefits of Micrel fab shutdown are ahead and we have barely begun on moving some of the Atmel’s products to Microchip’s assembly and test technology and we are already ahead of our operating expensive model Therefore today we are revising our long-term financial model up upwards. We're setting up a new long-term financial model that new long-term non-GAAP financial model is 60% gross margin, 24% operating expense and 36% operating profit. Given all the complications of accounting for the acquisitions including amortization of intangibles, restructuring charges and inventory writer up on acquisitions, Microchip will continue to provide guidance and track its results on non-GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters and we request that the analyst continue to report the non-GAAP estimates to first call. With this, operator, will you please pull for questions?
Operator:
Thank you. [Operator Instructions] Our first question will come from Craig Hettenbach with Morgan Stanley.
Craig Hettenbach:
Yes, thank you. Steve, even if you exclude the 1% contribution from Atmel like a pulled forward, December quarter was a bit above seasonal. So can you talk about the environment you're seeing out there, how much of it is, just some slight improvement versus Microchip specific?
Steve Sanghi:
Well, I think we have been kind of telling you all along that we see the environment to be pretty good and many of the concerns that Street has shown on the environment or in China in the past a year or so, we have been continuously arguing that we were not seeing those, our results were very good, they were good by month and for the whole quarter. So, true, if you take that 1% away our result would still have been about to flat to the September quarter and we have never had a flat December quarter. It’s always down two percentage points.
Craig Hettenbach:
Got it. And then as my follow-up, any thoughts on the dividend in terms of just potential growth there and I asked that just because free cash flow is starting to inflect higher. Certainly on the other hand you guys have been very effective at M&A and creating value that way. So just how you think about kind of dry part of M&A versus some potential for increase dividend growth.
Steve Sanghi:
Well. We're basically using all of our free cash flow created in U.S. for paying the dividend. I mean we're really breaking even on the U.S. cash flow, sometimes you have to borrow little bit from the credit line and all the excess cash generation is all overseas. So there's really no change in the dividend strategy. We'll continue to do what we're doing increase it by just by a smidgen every quarter and majority of the cash will continue to really grow overseas. And none of this has any kind of repatriation dialed in. We don't know what that rule would be and what the new administration will or will not be able to do.
Craig Hettenbach:
Okay. Thank you.
Operator:
We'll go to John Pitzer with Credit Suisse.
John Pitzer:
Yes, good afternoon, guys. Congratulations on a strong results. Just going back to the updated accretion numbers for Atmel. I just want to make sure that I'm clear. Is that just assuming incremental sort of cost synergies and your ability to do things like have better price discipline at Atmel and doesn't include any potential revenue synergies. And if that's the case, can you kind of give us the 300-day update on kind of what sort of revenue synergies we should expect over time between sort of core Atmel and core Microchip.
Steve Sanghi:
So it basically includes all of that, includes a cost reduction, it includes the gross margin improvement, it includes a reduction in the product cost using some of Microchip's technologies and others. And it includes revenue energy. Basically if we didn't have Atmel, what the result would have been and what are the results total, the difference is the accretion. So it's all included.
John Pitzer:
I guess that’s all. And then little bit more detail maybe from Ganesh on kind of the internal manufacturing capability that you're building up this year on the CapEx. I guess help me understand at the end of sort of this CapEx then what percent of your test and packaging will you be doing in-house versus sort of external and I guess what's the financial implication as you bring more in-house.
Ganesh Moorthy:
We have a multi-quarter plan that looks at different package combinations being brought in for assembly and test. If you go back and look at the last several acquisitions that we've done, they all had a little to know internal capability. And so the percentage of assembly we were doing in-house has come down and the percentage of test we've done in-house has come down. Now we will only bring things back in-house when we find that the cost improvement is significant and the payback in any CapEx we have is within our guideline. And we have plenty of opportunity within that – within those guidelines. And so we are systematically going ahead with CapEx increases. Specifically to build up our assembly capacity in-house as well as the test capability in-house. We have some more advanced test technology that we have deployed on many of our Microchip products that we can bring to bear on the Atmel and micro product lines as well. And so it will be a sustained investment over many many quarters as we bring more in-house capability for assembly and test and bring the cost down in every one of those cases within the return on investment guidelines we have for any CapEx investment.
John Pitzer:
And Ganesh, those efforts already fully reflected in your long-term operating margin targets.
Ganesh Moorthy:
Yes. There's a big chunk of it which will be – there will be additional improvement that we will make over time. But by and large it's hard to separate out a single element of just assembly or test, overall improvement so we're trying to make that are reflected in the long-term goals.
John Pitzer:
Perfect, thanks, guys. congratulations.
Steve Sanghi:
Thank you.
Operator:
Our next question comes from Mark Delaney with Goldman Sachs.
Mark Delaney:
Yes. Congratulations on the good results and thanks very much for taking the question. The questions on the manufacturing side and just where your lead times are with the strength that you're seeing in the cycle on some of the changes you're making to your operational footprint are any of your lead times for products starting to extend.
Steve Sanghi:
Our lead times at all generally normal, there is always pockets here and there, but there's no significant lead time changes.
Mark Delaney:
Got it, that’s helpful. And then just in terms of at the timeline to get to the new target model of 50% gross margin. When you get Atmel fully integrated to that, get you to that 60% gross margin or the other things that need to occur if you to close the remainder of that gap.
Ganesh Moorthy:
We usually do not provide the revenue level or the timeline at which we achieve that model. It's a long-term model usually it's a little bit out. And you saw in the last couple of times we achieved that rapidly while initial guidance was three or four years away, but we don't clearly provide a granularity on that.
Steve Sanghi:
Right, we don't, maybe to what I'll add to that is, we said on this call that in six months will be at 59% or above gross margin. So that leaves us 1 percentage point away from the gross margin side and the midpoint of our guidance, for operating expenses this quarter is 24.5%. So we're going to make pretty rapid improvement to get there, but we don't want to tie it to a specific date or revenue target.
Mark Delaney:
Understood. Thanks very much.
Operator:
We'll continue onto Harlan Sur with JPMorgan.
Harlan Sur:
Good afternoon and congratulations on this solid quarterly performance and outlook. On the analog side, you guys are within striking distance of billion dollars in annualized sales. I think Steve you've shown previously, your MCUs and attach rate to Supertex's products for example post that acquisition. I'm wondering if you have any attach rate metrics you can share with us is relates to Microchips analog attach rates to Atmel's MCUs.
Steve Sanghi:
We probably have some data on it. It’s early not enough time has lapsed. But nothing that I can give it to you verbally on this call, we’ll see if you can include slide and so in some future conference presentation.
Harlan Sur:
Okay, great. And then given the business system switch over that happened earlier in January, it looks like that got executed or is getting executed pretty well here. Are there any OpEx synergies realized post that move and I believe also that there’s a potential for some site consolidation here in Silicon Valley as well, has a decision been made to implement that and if so kind of timing and impact to the cost structure.
Steve Sanghi:
So, there are cost synergies posts to go live. So essentially – starting this quarter essentially, most of the Atmel and CPU System goes into the read-only mode only, if not being used. So lot of the costs related to come out – related to that come out – some of them do not come out for the entire quarter, because till we close the quarter announced earning filed a Q and all that we have to keep accessing it. Some of the costs go out for about half of the quarter. Some of the costs go out for about all the quarter. And then the next quarter, they will be even for a longer time. So that’s the first part of your question. The second part of your question is regarding the site consolidation. So we are getting out of the Atmel building, it’s extremely expensive 8 story building right near the airport. Great views and all that, but just extremely unaffordable and expensive compared to any of the microchip properties anywhere in the world. And we’re consolidating all of the remaining Atmel employees into two other campuses we have in San Jose. One is the Micrel campus and other one is a campus where all of our other acquisitions are, SST, SMSC, OG and roving networks and all the other acquisitions, which is on Holger 3 [ph] in San Jose if you’re familiar with it. About half of Atmel employees have already moved to our campuses and the remaining have will move pretty much by the end of February or early March. That building total had I think a $10 million cost per year. And what portion of it is already behind.
Eric Bjornholt:
About half of it. because half of the floor is already…
Steve Sanghi:
So half of it is already behind and in our Q3 numbers. The other half will be no longer in our numbers probably three quarter for this quarter and 100% for the following quarter.
Harlan Sur:
Right. And just to – I could just squeeze one more in for Eric. At your long-term financial targets of 33%, I can see your runway for free cash flow margins to approach kind of 20% to 30%. Is that kind f the way I would think about it?
Eric Bjornholt:
Yes, so that’s not a metric that that we have provided to the street, but you’re definitely the ballpark there. I mean if you look at the free cash generation last quarter just taking the operating income less the CapEx that those levels.
Harlan Sur:
Great thank you.
Operator:
[Operator Instructions] We’ll go to Craig Ellis with B. Riley Financial.
Craig Ellis:
Thanks for taking the question and congratulations on the execution guys. Steve, I wanted to start off just by getting your feedback on what appears to be when I listen to the prepared comments and some of the Q&A an unusually large number of company specific growth drivers for this year. It seems like the list would include better Atmel customer reception for products based on improvements you’ve made to that business. The competitors distribution actions, which have facilitated company specific share gain for microchip. The pricing action that was taken on Atmel’s portfolio last year, which would have meaningful year-on-year benefits, and then your ability to attach your analog products to Atmel’s microcontrollers and drive growth from that initiative. So, is that there and as you look at the business – are there anything – is there anything that you see that would be a material driver to company specific growth beyond that list.
Steve Sanghi:
And I think you got most of them. I think we are gaining share in our microcontroller, analog, Wi-Fi, licensing business and other businesses are improving their gross margin, cutting the OpEx, gaining the synergies having a good attach success with all sorts of analog, Wi-Fi products and on the microcontroller and vice versa. I think you’ve got most of them.
Craig Ellis:
Okay. And then looking at looking at the Company’s intermediate term evolution, you’ve made no secret in the past that you want to continue to execute an organic and inorganic growth strategy. But, as you look at the financial readiness you’re certainly getting to that coverage earlier than expected three months ago operational readiness working through the systems integration. Where are we in your mind with respect to being ready to look for incremental opportunities for inorganic growth?
Steve Sanghi:
So we have been extremely inward focused lately to make sure all this integration goes flawlessly and while we’re doing all that and basically running two companies. The Microchip core performance is not slip and you have seen that that we have performed miraculously in both end. So there is currently not a company in our funnel, I mean, we have to after we complete the Atmel integration and we have to restart the work of really reenergizing the funnel and look at what is available and start to date and try to find something. So right now we can’t give you any update on next M&A.
Craig Ellis:
Got it, thank you.
Operator:
Thank you. And our next question will come from Chris Danely with Citigroup.
Chris Danely:
Thank guys, great job. Hey, just a question on market share out there. Now that Freescale is being taken over by MXP and Renaissance is undergoing a big restructuring in Japan. How is that been for you guys market share wise, do you seeing any opportunities there? Is there any impact on the microcontroller marketplace from those transactions?
Ganesh Moorthy:
There is nothing I can point to in the near-term that results in market share changes from what just described. Obviously as the combination for NXP and Qualcomm complete they will be restructuring actions that will be announced, some of that will create opportunity for us, we’ve seen that in prior combinations as other have gone through. And we expect to gain our unfair share on that. Renaissance is a more of a mystery and lot of their business is really transacted in Japan, Japan is not always the easiest of market for a non-Japanese manufacture to be able to breakthrough. But we have seen Renaissance opportunities outside of Japan and that is not just something recent that has happened ever since the combination of Hitachi, Mitsubishi and then subsequently NEC all have taken place as people will have different challenges with Renaissance from a long-term perspective some of it natural disaster faced, many of it business faced in terms of how they have gone forward.
Chris Stanley:
Got it. And as follow-up, now that things are starting to settle down and you really have your arms wrapped around Atmel, how would you characterize your thoughts on the relative growth rate that your analog versus your microcontroller business going forward?
Steve Sanghi:
Well, Chris, we don’t really look at it that way. There are microcontroller business units and there are analog business units and they are funded, they all looking for new products and opportunities, we don’t have a model in mind that we have to drive microcontroller to a given percentage and analog to a given percentage at the expense of the other. So each find its markets and growth and some are connected because of attach and wherever the numbers fall the percentage of analog or percentage of microcontroller is a math, it’s the output, it’s not the input.
Chris Stanley:
Got it. Okay. Thanks guys, Steve now that you’ve got fixed Atmel, can you come around for Governor of California fix those state like you fixed Atmel, please.
Steve Sanghi:
I should get my head examined.
Chris Stanley:
Thanks.
Operator:
We’ll continue on to Gil Alexandre with Darphil Associates.
Gil Alexandre:
Good evening, wonderful job. Question on your inventories aren’t they a bit light or where would you like them to be at the end of third quarter.
Steve Sanghi:
Our inventories definitely on the lighter side they are lower than they have been in recent past. But every quarter we have been kind of beating the numbers and honestly not been able to build the inventories we set a target where the inventory would slightly grow and then we ship it all and the inventory does not grow. Last quarter especially we shipped all those product requested by the customers because of the go live shipping out. So that product got shipped otherwise that would have been in the inventory. So if the inventory builds a little bit in the coming quarters we will not be disappointed but we haven’t been able to build them.
Gil Alexandre:
Could you give us an insight on what your R&D expenditures will be for this year?
Steve Sanghi:
So no significant change, I think if you look at our current model for this quarter of 24.5% non-GAAP R&D is about…
Ganesh Moorthy:
13.5% to 14%.
Steve Sanghi:
Its in the 13% range or so, so whatever model for the revenue you want to use for the year, but 13% and that would be pretty good approximation.
Gil Alexandre:
Thank you very much. Appreciate it.
Steve Sanghi:
Thank you.
Ganesh Moorthy:
Thank you.
Operator:
Our next question comes from Chris Caso with CLSA.
Chris Caso:
Yes. Thank you. just question as you move towards the long-term operating model are there any discrete items in there – discrete things that you need to accomplish there or is this more of just kind of the normal revenue growth and blocking and tackling going forward.
Steve Sanghi:
Lot’s of moving parts, mostly blocking and tackling but the completion of the Atmel integration, which means all the duplicate expenses after go live going away, which will be really completely gone away next quarter then you got all the cost savings from Micrel fab into the P&L. Remember we ship in first-in, first-out and we close the fab in the November timeframe. So you’ll see some this quarter, some next quarter, some may even filter into the following quarter. Then as the business is rising the utilization in all of our factories is increasing. In the last couple of months we have increased wafers in essentially all three of our fabs, the wafer starts. So as the number of wafer starts continue to increase with the revenue growing this year there is a higher utilization treating to gross margin, then Ganesh talked about applying our assembly test technology to some of Atmel’s products and bringing them in that would be beneficial doing the same thing from Micrel that thing is continuing. The utilization is also improving backend factories we have three of them now, two in Thailand and one in Philippines, the Philippines one came from Atmel. So its really all those things the pricing increase on Atmel that we have instituted some is done, some is underway, some yet to be done, some customers had stage pricing increase and the last piece doesn’t go effective for a while. The new customers where winning from Atmel products have better Microchip kind of pricing, very old pricing and that’s kind of a gift that keeps giving. So it’s just lots of different things.
Ganesh Moorthy:
Yes, I’d maybe add one more thing to that. We’ve got an internal team looking at cost within the wafer fab with the joint factories working together to find the best cost to be able to bring to the table and that’s creating significant opportunity today and into the future of cost that are coming out.
Steve Sanghi:
Yes.
Chris Caso:
All right. That’s very helpful. Thank you. As the follow-up you talked about – I think you said you expected to be under 2.1 net debt EBITDA by the end of March 2017. What should we expect after that in terms of priority for use of cash going forward? Are you interested in doing something else? Are you looking to return that? What's your view going forward for use of cash?
Steve Sanghi:
Well, I think it was the same question asked earlier. Basically we are not changing any of the Board’s decision, but Board has discussed, we're going to maintain our dividend policy that we have today just increasing it by a very nominal amount every quarter like we have been doing and really reserve the majority of our cash for M&A’s which have been so successful. We have added so much accretion and so much of the revenue in profit and market share and all that has come from good number of acquisitions, we have done over the years.
Chris Caso:
Great. Okay, thank you.
Steve Sanghi:
Welcome.
Operator:
Thank you. We will hear from Lena Zhang with Summit Redstone Partners.
Lena Zhang:
Thank you. Thank you for taking my questions. And congratulations on solid results and the guidance. So Steve you did mentioned that back and specifically utilization rates improving. Would you mind to give us some numbers on that on utilization rate?
Steve Sanghi:
No really, I can’t. We don't share the utilization that way. I don't really have been fingertips or other share it qualitatively, we are improving utilization in all of our three Fab’s and change to all of a three backend manufacturing implements but really not in percentage terms. The percentage is also always misunderstood you try to make a mathematical calculation of utilization going from one number to second number and try to derive that gross margin. It doesn't tend to see really kind of correlate that well that way. This is different complexity of processes and you could be doing a higher value added step outside and being a lower value added up inside and utilization looks higher. But the change may not be as much. So we haven't seen the street decode utilization to gross margin as well, and I think it adds to confusion. So we tend not share it.
Lena Zhang:
I see, thank you. That’s all I have.
Steve Sanghi:
Thank you.
Operator:
And we will go to Rajvindra Gill with Needham & Company.
Rajvindra Gill:
Yes. Rajvindra Gill. Thanks and congrats on phenomenal results. Steve, I wonder if you could perhaps characterize the demand environment that you're seeing across the different segments as well maybe any color on the geography. Any view on kind of overall demand that will be helpful.
Steve Sanghi:
Well, I mean all this is not strictly speaking about Microchip really nothing to say about the overall semi-industry. We're finding that demand environment to be normal. Really I mean if you look at the industry numbers for 2015 and 2016, I believe 2015 industry was low single-digit negative and so the numbers I've seen for 2016 was plus 1% give or take some. And the numbers for 2017, I'm hearing numbers to be positive. So after two years of really flatter down industry, I'm hitting industry numbers to be positive but not giving any personal view on it. When I look at the Microchip opportunities and we see our markets in U.S., Europe, Asia and Japan, I'm seeing market to be normal.
Rajvindra Gill:
And a question on the IoT market specifically on the industrial IoT, this seems to be a lot of momentum going on in that particular sub-segment. Wondering if you could provide any thoughts on that market and how you're your position with your portfolio of connectivity microcontroller or your distribution channel?
Steve Sanghi:
So I think we've always believe that the industrial market is where the true strength of a IoT fits. It's where there are very strong business models for the investments that are required in the IoT infrastructure that's going to be put in. We have many, many designs that I would fit within that category. And we're optimistic how that growth will be a part of our overall growth going forward.
Rajvindra Gill:
Thank you. Congrats again.
Steve Sanghi:
Thank you.
Operator:
Thank you. And we will go to Kevin Cassidy with Stifel.
Kevin Cassidy:
Thanks for taking my question. I congratulations also. My question was through around the semi-conductor industry and whether you've seen any change in behavior from your customers and with the consolidation in the industry. Are they giving you better visibility for orders, as Ganesh had said earlier that lead times have been stable and just seems like we're a long cycle and do you think this as the semi-conductor industry changed and less cyclical?
Steve Sanghi:
I think from the consolidation – I don't think lead time behavior is any different. And the behavior that’s different is on pricing. There are customers who have recognized that the industry has consolidated, it has changed and how they were able to essentially, molest the supplies before to constantly get lower prices. It's less possible today if supplies are standing up to them. Many customers have realized that in many customers painfully realizing it and not quite accepting it and fighting it, but losing.
Kevin Cassidy:
Great, thank you.
Operator:
Thank you. And with no additional questions in the queue, I’ll turn the floor back over to Mr. Steve Sanghi for additional or closing remark.
Steve Sanghi:
Thank you for everybody for attending the conference call. We are pleased to deliver an outstanding quarter. And we'll see some of you on the road as we attend various conferences this quarter. So thank you, bye-bye.
Operator:
Thank you. And ladies and gentlemen once again, that does conclude today's conference. Thank you all, again for your participation.
Executives:
J. Eric Bjornholt - Microchip Technology, Inc. Ganesh Moorthy - Microchip Technology, Inc. Steve Sanghi - Microchip Technology, Inc.
Analysts:
Vivek Arya - Bank of America Merrill Lynch William Stein - SunTrust Robinson Humphrey, Inc. Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc. Vinay Jaising - Morgan Stanley India Co. Pvt Ltd. Harlan Sur - JPMorgan Securities LLC Christopher Brett Danely - Citigroup Global Markets, Inc. (Broker) Gil Alexandre - Darphil Associates Rajvindra S. Gill - Needham & Co. LLC Craig A. Ellis - B. Riley & Co. LLC Mark Delaney - Goldman Sachs & Co. Lena Zhang - Summit Redstone Partners LLC Christopher Caso - CLSA Americas LLC
Operator:
Good day, everyone, and welcome to the Microchip Technology Second Quarter of the Fiscal Year 2017 Financial Results Conference Call. As a reminder, today's call is being recorded. At this time, I would like to turn the call over to Microchip's Chief Financial Officer, Mr. Eric Bjornholt. Please go ahead, sir.
J. Eric Bjornholt - Microchip Technology, Inc.:
Good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO, and Ganesh Moorthy, Microchip's President and COO. I will comment on our second quarter fiscal 2017 financial performance and Steve, Ganesh will then give their comments on the results, discuss the current business environment as well as our guidance and provide an update on the integration activities associated with the Atmel acquisition. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis, prior to the effects of our acquisition activities and share-based compensation. Non-GAAP net sales in the September quarter were a record $873.8 million. They were well above the high end of our guidance and were up [3.5%] sequentially from net sales of $844 million in the immediately preceding quarter. Non-GAAP net sales were $2.5 million higher than GAAP net sales as we are reporting non-GAAP net sales on a full sell-through revenue recognition basis while GAAP recognizes the Atmel Asia distribution network as having sell-in revenue recognition. Our non-GAAP results are being presented on a full sell-through basis to provide investors with a better view of the true end-market demand for our products. We will start recognizing revenue on a sell-through basis for the Atmel Asia distributors effective October 1. We have posted a summary of our revenue by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were 57.2% in the September quarter and significantly above the high end of our guidance, which was 56.2%. Non-GAAP operating expenses were 26.7% of sales, significantly below the bottom end of our guidance range of 27.2% and non-GAAP operating income was 30.5%, well above the high end of our guidance of 29%. Non-GAAP net income was a record $219.6 million, resulting in record earnings per diluted share of $0.94, which was $0.05 higher than the high end of our guidance of $0.89, up 11.6% on a sequential basis and up 42.6% as compared to the same quarter last year. On GAAP basis, net sales were $871.4 million, and gross margins including share-based compensation and acquisition-related expenses were 47.1% in the September quarter. GAAP gross margins include the impact of $4.1 million of share-based compensation, $1.5 million of gross margin impact from the distributor revenue adjustments I mentioned earlier and $84.3 million in acquired inventory valuation costs. Total operating expenses were $347.9 million and include acquisition intangible amortization of $80.4 million, share-based compensation of $20.3 million, $4.1 million acquisition-related and other costs and special charges of $9.5 million. With all the purchase accounting adjustments, the Atmel acquisition related charges and the related tax impacts, GAAP net income from continuing operations was $35.6 million or $0.15 per diluted share. In the September quarter, the non-GAAP tax rate was 9.1% and the GAAP tax rate was negative 40.9%. We expect our longer-term, forward-looking non-GAAP effective tax rate to be between 8.5% and 9.5%. Share-based compensation for Microchip in the June 2016 quarter was extraordinarily high at $59.6 million related to the restructuring we had with the Atmel acquisition. The share-based compensation came down significantly in the September quarter to $24.4 million, and we expect the share-based compensation to be about $23 million in the December quarter, which is more indicative of the ongoing run rate for these expenses. Moving on to the balance sheet, our inventory balance at September 30, 2016 was $424.7 million and all of the fair value markup on the Atmel inventory, as required by GAAP purchase accounting, is now off of the balance sheet. There is still $12 million of fair value markup relating to Atmel sitting in the distribution inventory balance at the end of September. Excluding the purchase accounting adjustments, Microchip had 103 days of inventory at September 30, 2016, down 4 days from the end of the June quarter. Excluding purchase accounting adjustments, inventory at our distributors was at 31 days, which was down from the June quarter level of 32 days. Cash generation in the September quarter, excluding our acquisition activities, our dividend payment and changes in borrowing levels under our revolving line of credit was a record $211.2 million. As of September 30, the consolidated cash and total investment position was $490.8 million. Our borrowings under our revolving line of credit as of September 30 were $1.678 billion and will result in a 25 basis point reduction in our borrowing rate once we file our September quarter 10-Q later this week. Excluding dividend payments, changes in borrowing levels in our acquisition-related activities, we expect our total cash generation to be approximately $170 million to $200 million in the December quarter. We continue to make good progress on our leverage with our net debt to EBITDA, ending the September quarter at 2.91. This is down from 3.22 at the end of the June quarter and better than our projection we had shared with the Street last quarter of 3.02. We expect our net debt to EBITDA to be about 2.35 by the end of fiscal year 2017. Capital spending was approximately $18.2 million in the September quarter. We expect about $30 million in capital spending in the December quarter and overall capital expenditures for fiscal year 2017 to be about $110 million. We are selectively adding capital to support the growth of our production capabilities for our fast-growing new products and technologies and to bring in-house more of the assembly and test operations that are currently outsourced. Depreciation expense in the September quarter was $30 million. For several years prior to fiscal 2016, Microchip's dividends paid to its shareholders had been treated as return of capital, as Microchip did not have earnings and profits in the United States. In fiscal 2016, about 60% were treated as taxable dividends and about 40% were treated as return of capital. In fiscal 2017, we expect our dividends paid to shareholders to be treated as return of capital. Please note that the first quarter of calendar year 2016 will have approximately the same 60% taxable dividend and 40% return of capital split as the fiscal 2016 dividends. We will continue to keep investors updated if anything changes on our expectations of the dividend treatment as we progress throughout the year. I will now ask Ganesh to give his comments on the performance of the business in the September quarter. Ganesh?
Ganesh Moorthy - Microchip Technology, Inc.:
Thank you, Eric, and good afternoon, everyone. Let's take a closer look at the performance of each of our product lines, starting with microcontrollers. Our microcontroller business in the September quarter was up 3% sequentially, as compared to the June quarter, setting a new record in the process. Our microcontroller business, excluding Atmel, as well Atmel's microcontroller business were each up nicely in the September quarter, as compared to the June quarter, as we continued to experience broad-based growth in our business. In addition, each of our 8-bit, 16-bit and 32-bit microcontroller businesses were up sequentially and achieved new records for revenue. Even as we grow our 16-bit and 32-bit business in leaps and bounds, Microchip's overall 8-bit microcontroller business, as well as Microchip's 8-bit microcontroller business, excluding Atmel, achieved new records for revenue in the September quarter, once again demonstrating the resilience and consistency of this business. We believe that reports of the death of the 8-bit microcontroller market are greatly exaggerated and limited only by the imagination and willingness to offer innovative new solutions. During the quarter, Atmel's customers continued to feel reassured about Microchip's microcontroller roadmaps, going forward, exemplified by the introduction of the first new AVR microcontrollers and SAM 32 microcontrollers on Microchip's watch. As a result, we are seeing continued growth in our design and funnel and expect this to drive future growth as these designs progress into production over time. In regards to the Microcontroller business units integration, we had already made significant progress in the June quarter and largely completed the remaining integration efforts in the September quarter. The wireless business restructuring, which was still a work in progress at the end of June, has progressed significantly since then and will be completed by the end of December. This business was running at a large loss and required significant and rapid surgery to combine roadmaps, reduce redundant spending and rationalize priorities. Our touch and gesture business, focused on automotive, industrial and commercial markets, took further shape in the September quarter and we are driving opportunities with a stronger set of customers and channeled relationships as well as a stronger combined sales team. Steve will give you an update a little later on the sale of the Mobile Touch business, which did not fit our business goals that we have been marketing for sale to interested buyers. We implemented Microchip's disciplined pricing process to ensure that not only are we being competitive, but that we are also getting appropriately rewarded for providing innovative solutions that enable our clients to successfully achieve their business goals. The benefits of the pricing changes we made were partially seen in the September quarter, and we'll have some residual benefit in future quarters. Finally, microcontrollers had over $2.2 billion in annualized revenue, representing 63.4% of Microchip's overall revenue in the September quarter. We remain pleased with the performance and competitiveness of our 8-bit, 16-bit and 32-bit microcontrollers in the broad-based market, which have been augmented by the addition of Atmel's portfolio. We continue to gain market share and have the new product momentum and customer engagement to continue to gain even more share as we further build the best-performing microcontroller franchise in the industry. Moving now to our analog products, our analog business was up 4.7% sequentially in the September quarter as compared to the June quarter, and also set a new record. At approximately $900 million in annualized revenue, our analog business represented 25.7% of Microchip's overall revenue in the September quarter. During the quarter, we continued an active effort to find opportunities to attach Microchip's vast portfolio of analog products to Atmel Microcontrollers at customers and applications that we otherwise did not have visibility into. This effort is progressing well and will pay dividends over time as new design wins go to production. We continue to develop and introduce a wide range of innovative and proprietary new linear, mixed-signal, power, interface, timing and security products to fuel the future growth of our analog business as we march relentlessly towards making analog a greater than $1 billion revenue business for Microchip. Moving to our memory products, our combined Microchip and Atmel memory businesses were down 2% in the September quarter as compared to the June quarter. In this business, too, we implemented Microchip's disciplined pricing process for the Atmel business to ensure that while we are competitive we're not chasing bad business in the pursuit of profitless prosperity. Summarizing some of the other Atmel integration elements, our sales integration is progressing well with extensive cross training of our direct sales teams as well as our channel partner sales teams. Microchip's major channel partners are now franchised to carry Atmel products and most Atmel channel partners are franchised to carry Microchip products. Between training and enabling our channel partners, we want to leave no stone unturned as we work to ensure that we maximize the cross-selling of products on new customer design activity. We are in the midst of planning for and testing to integrate our business systems and expect to go live on the Microchip systems on January 1, 2017. This is the largest and most complex acquisition we have done and we are taking extra time to ensure we thoroughly test the changes before we go live. All in all, the second quarter of integrating Atmel has progressed on or ahead of our plans. Our thanks go out to the many employees across the globe who have gone above and beyond to contribute to the rapid integration and helped deliver synergy results that are well ahead of forecast. Let me now pass it to Steve for some general comments about our business, our guidance is going forward and more about the Atmel integration. Steve?
Steve Sanghi - Microchip Technology, Inc.:
Thank you, Ganesh, and good afternoon, everyone. Today I would like to first comment on the results of the fiscal second quarter of 2017 and then provide guidance for the fiscal third quarter of 2017. I will also make comments on the progress of integration for Micrel and make extensive comments on Atmel. Our September quarter financial results were extremely strong. Our non-GAAP net sales, gross margin percentage, and operating profit percentage were all better than the high end of our guidance while our non-GAAP operating expenses were less than the low end of our guidance. Additionally, our non-GAAP earnings per share was $0.07 per share better than the midpoint of our guidance and up 11.6% sequentially and up 42.6% from the September quarter of a year ago, due to improved gross margin percentage, operating expense leverage, and accretion from both Micrel and Atmel. We achieved record results from our core business and sequentially grew both in our core business at Microchip as well as from Atmel. I want to thank all the employees of Microchip, including acquired employees from Micrel and Atmel worldwide for delivering a record quarter in every respect. This was also our 104th consecutive profitable quarter. In the last quarter's conference call, we shared with you our first 100 day assessment of Atmel, its products and its operations. Now with 200-plus days behind us, I would update you on what we have done to correct Atmel's weaknesses in order of priority. Number one, lack of pricing discipline. We have completely turned the situation around. There are no low price, low margin quotes being given anywhere in the world. It seems that Atmel's prices were well below the market prices and there was an air gap between the Atmel selling price and the market price. Our price increases, while painful for some customers, are largely filling the air gap as we bring prices closer to the market price. Most of the products are proprietary and therefore we would not be concerned about losing business. On the distribution front, we got a lucky break as one of our largest competitor has changed their distribution program where they will be using distribution only for fulfillment and are terminating their registration program under which the distribution earned higher margin for demand creation. This is having a very positive effect on Microchip as the distribution sees a very strong portfolio from the combined Microchip and Atmel franchises and is increasing the commitment for demand creation for Microchip. Number two, high operating expense culture. Atmel had a culture of high operating expenses which routinely ran over 40% of sales. In the September quarter, Atmel's operating expense was below 28% of sales, and many of the expense reductions done were not for the entire quarter. So you will see the operating expenses continue to drop. Number three, swinging for home runs and getting large customers at low margins. This has now been corrected as we're aligning many of Atmel's sales focus consistent with that of Microchip. Number four, accountability. I said at the last conference call that Atmel had a culture of poor accountability. With the broad-based implementation of Microchip type of bonus plans which are based on overall company growth and profitability, we are rapidly changing that culture. In our presentations at Atmel, our communications with them and classes at Atmel, we are teaching that at Microchip, management is accountable. Number five, poor teamwork. Atmel did not have a culture of teamwork. Bonus and equity grants were very large at the top at Atmel and less than 30% of the employees had bonus and equity. At Microchip, 100% of our employees are on a bonus program and nearly 100% of our non-Thailand labor employees are on equity program. Rather than large equity grants at the top, Microchip spreads equity throughout the organization so that they share in the responsibility and rewards of having a stake in the company. We have also implemented Microchip's style of quarterly business unit reviews. With the entire company on a Microchip-type of common incentive program that values sales growth, gross margin, operating expense and operating profit and with our managers role-modeling the culture of accountability and teamwork, we believe that we are turning the situation around rapidly. Number six. Atmel made no investment in training and development of employees. In a short six months, over 2,200 Atmel employees or over two-third of the employee base have gone through at least one training class at Microchip. We are putting Atmel's sales and field applications engineers through a two-week extensive training that we call Boot Camp, in which we train the employees on Microchip's Client Engagement Process, our values, our culture and align them with our goals and rewards system. With no training for more than a decade at Atmel, we have much work to do but rapid changes are taking place and employees are bonding to the superior systems at Microchip, and the results are starting to improve. Now let us continue with deciphering the financial results of Microchip from the fiscal second quarter. While we will refrain from providing a line-by-line breakdown of our results between core Microchip and Atmel, we will provide some useful nuggets of information on Atmel as well as Microchip. So here are those nuggets
Operator:
Yes, of course. And we'll take our first question from Vivek Arya with Bank of America.
Vivek Arya - Bank of America Merrill Lynch:
Thanks for taking my question, and congratulations on your strong execution. Steve, for my first question, I am wondering, you have reported very strong results for the last couple of quarters. How much of that would you attribute to a better organic demand environment versus share gains or just conservatism or pricing actions with Atmel products?
Steve Sanghi - Microchip Technology, Inc.:
We are unable to break that out for you. It's a sum total, and when we win a business, we don't know whether we're winning that business because we've got great product, because we're gaining share, whether the customer end demand was stronger, it's really always a combination. I think the sense of the overall market demand, you can get that from the average of industry announcements from our peers and competitors, and then you can compare them to our results and kind of make your own assessment.
Vivek Arya - Bank of America Merrill Lynch:
All right. And my follow-up, on the gross margin, you upsided this last quarter, I was curious what drove that upside, was it the pricing action? And just if I take that forward, what is the path from the current levels you're at, to your 59% target? How much of that would be based on revenue versus other sort of self-help actions that you can take? Thank you.
Steve Sanghi - Microchip Technology, Inc.:
Well, again, I think your questions and intent is always to kind of piece everything, break it up. But this is kind of hard to do. I gave you nuggets of information. There was a 400 basis points improvement on Atmel gross margin, Microchip's, the core Microchip business gross margins were also up nicely. The increase on Microchip business was much more organic, better mix, better absorption with the growth, better this, better that, slightly but the 400 basis points impact on Atmel gross margin, I broke it out for you, was a result of pricing increases, setting back many of the customer contracts in U.S. dollars back to where the contract was originally done, taking away the impact of weak euro, weak pound and those kinds of things. And there was a better mix on Atmel side also. So, again, lots of moving parts.
J. Eric Bjornholt - Microchip Technology, Inc.:
And over time, as we are winning new business, it's on a more disciplined pricing basis that the new business is being won. So, in that, as it goes to production four, six quarters from now, it will all be at good margins.
Ganesh Moorthy - Microchip Technology, Inc.:
Right. I think the last piece of your question was getting to the 59%. There's a lot of different things that factor into that. We've got the Micrel accretion from shutting the fab, which Steve dollarized for you in his comments. Lots of cost reduction activities that are happening between the combined factory management teams of Microchip and Atmel, So, lots of good things coming.
Vivek Arya - Bank of America Merrill Lynch:
Thank you.
Operator:
And moving on, we'll take our next question from William Stein with SunTrust.
William Stein - SunTrust Robinson Humphrey, Inc.:
Thanks for taking my question. Steve, when you closed – or when you announced the Atmel acquisition, you talked about that company's gross margins as being structurally lower than Microchip's. And I'm wondering as you've integrated and improved that business if there's any chance for a change in that view. Could you see Atmel's margin structure approach what classic Microchip has delivered?
Steve Sanghi - Microchip Technology, Inc.:
So, it's just all a matter of timing. Yes, Atmel's business structurally is slightly lower gross margin driven by a little more consumer mix and really where they have done a lot of the contracts and pricing over time. Now, as we proceed forward, the new products we are building, the new products we're introducing, the new contracts we're doing, the work we're doing with distribution, they will all be very good similar gross margins to Microchip. But it will take a long period of time before you can pay back all the orders sins. Many of them we are correcting in increasing the prices, but many of them are old customer contracts which have clauses where we cannot change them.
William Stein - SunTrust Robinson Humphrey, Inc.:
And one more, if I can, related to Atmel still. Can you comment on any revenue synergies you're seeing? Obviously, the pricing discipline has helped a lot. What about cross-selling the product?
Steve Sanghi - Microchip Technology, Inc.:
So, Ganesh commented on it, that our sales force is very much focused on identifying the analog attach opportunity across all of the Atmel's microcontroller and other products. We have done this traditionally with Microchip microcontroller products where there's a large amount of analog that goes around it and to the best of our ability, we tried to capture that attach. But getting all this Atmel microcontroller business gives us new, fresh opportunity to identify all the analog attach opportunity around it. And our sales force is identifying opportunities. We're adding them to the funnel. In many cases, there are substitute products, in many cases, there are design-in products, which will take a year or so to go to production. But in the coming quarters, you will see significant impact from analog attach to the Atmel products.
William Stein - SunTrust Robinson Humphrey, Inc.:
Thanks, and congrats on the good results.
Operator:
And we'll take our next question from Kevin Cassidy with Stifel.
Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc.:
Thank you and congratulations on all the hard work and results. You had mentioned 8-bit revenues still increasing. And could you explain a little more if it's current customers expanding their revenue or are there many new applications? Is this a phenomenon of the Internet of Things?
Steve Sanghi - Microchip Technology, Inc.:
Well, it's all of the above. We have never bought Street notion that 8-bit is dead, everything is going to 32-bit. That notion has been around from 1994, and I have a cover page EE Times article from that time. And so Microchip has been short for those people since 1994, when the stock was $0.57 in the current currency. So our 8-bit business is extremely profitable, extremely good margins, operating as well as gross. The business did record on core as well as total, as Ganesh mentioned. We are continuing to introduce a large number of new products with new features. We're garnering new customers, existing customers where businesses are growing. We are not seeing what everybody keeps talking about, but please, everybody keeps talking about because that takes everyone away from 8-bit and turn to something else and we're enjoying this business quite a bit.
Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc.:
Okay. Maybe as a follow-on, do you see attach designs like with wireless or Bluetooth with the 8-bit? Would that be an indicator of new applications?
Steve Sanghi - Microchip Technology, Inc.:
You want to take that?
Ganesh Moorthy - Microchip Technology, Inc.:
Yeah. I don't think it's necessarily with Bluetooth and wireless. I think there are plenty of areas where people are trying to make devices smart. And if you have innovative new products available as 8-bit microcontrollers, often they are the most cost-effective products to apply to these new systems that are being designed. And we are probably the minority of companies that has innovated to put lots of new capabilities in 8-bit microcontrollers. We are doing that not only on PIC but the Microchip product line before but also an AVR, the Atmel product that we've inherited. And I think if you have products that are innovative at the right price point, which are easy to design in to many systems, they will. I don't think they're anything related necessarily to Bluetooth and wireless – and Wi-Fi specifically.
Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc.:
Okay, great. Thank you.
Operator:
And we'll take our next question from Craig Hettenbach with Morgan Stanley.
Vinay Jaising - Morgan Stanley India Co. Pvt Ltd.:
Hi. This is Vinay, calling in for Craig. Congrats on a solid quarter. I want to touch upon Atmel integration and acknowledging it's still early on but you're making very good progress. Could you touch upon the opportunities you are seeing for savings on the manufacturing front and any potential synergies on the back end longer term?
Ganesh Moorthy - Microchip Technology, Inc.:
Could you clarify what is the managed action fund, you said?
Vinay Jaising - Morgan Stanley India Co. Pvt Ltd.:
Oh, any savings that you can accrue on the manufacturing front?
Ganesh Moorthy - Microchip Technology, Inc.:
Oh, manufacturing front.
Steve Sanghi - Microchip Technology, Inc.:
Manufacturing front. So we talked about it last quarter that we are – we have decided to keep the Colorado Atmel fab, which we found to be very cost-effective fab and very useful for our plans going forward. So we're not going to do anything. There were Street expectations that we're going to shut down that fab. We never said that and we don't know where that came from, but we are not shutting down Atmel's 6-inch Colorado fab. It's very, very nice fab. Now when you look at the back end, Atmel did majority of the assembly and test all at the subcontractors. They did no assembly themselves and 90% of the test was outside. They only did some wafer probe in Philippines. If you compare that to Microchip, we do all of our wafer probe and about 60%, 70% of our assembly and about 90% plus of our test ourselves. So that's where we see some opportunities where as we compare the assembly and test cost structure, Microchip's testing technologies, assembly technologies at lower cost than some of that Atmel is using. And we have put plans together, and some of the lead products are already getting qualified and would be in production next quarter where we're going to be shipping many of these products through Microchip's back end at much lower cost than they currently are. We have not given any guidance on what the impact of all that would be in the coming years. And I think as we get further down, we'll give you more update on that.
Vinay Jaising - Morgan Stanley India Co. Pvt Ltd.:
Got it.
Ganesh Moorthy - Microchip Technology, Inc.:
And that's what we've done on all our previous acquisitions, by the way. There are benefits to be had that are faster on materials than just combined purchasing power. There are benefits to be had in bringing selectively some of the manufacturing into our own factories and having the economies of scale to go with it. And it all takes time to put it together, qualify it, get customers qualified but eventually it does happen.
Vinay Jaising - Morgan Stanley India Co. Pvt Ltd.:
Got it. That's helpful. From a follow-up, I want to touch upon your analog portfolio like where you have pretty good scale now, right, $900 million in annualized revenue. Could you touch upon some of the growth drivers do you see for the business longer-term?
Ganesh Moorthy - Microchip Technology, Inc.:
Analog is made up of thousands of products. There's no single silver bullet that's going to drive the growth across the various categories I talked about, power, mixed-signal, linear, interface, security, clocks. All of these product lines need many, many permutations and combinations to service the broad range of requirements in the marketplace. And then we're seeing nice growth in the many different categories of analog, and that's ultimately how it gets built is in a broad range of products and applications.
Vinay Jaising - Morgan Stanley India Co. Pvt Ltd.:
Thank you.
Operator:
And we'll take our next question from Harlan Sur with JPMorgan.
Harlan Sur - JPMorgan Securities LLC:
Good afternoon, and congrats on the solid quarterly performance in getting the op margins to 30%. You guys originally had a target of $4.25 per share of earnings power in fiscal year 2019. If I add the incremental Atmel accretion that you articulated, Steve, that goes to $4.40 per share but the overall core Microchip business seems to be doing extremely well as well. So how should we think about the new fiscal year 2019 earnings power?
Steve Sanghi - Microchip Technology, Inc.:
Honestly, I don't have the math in front of me, and I don't want to make a comment that I haven't done any math on. I think I gave you the accretion map on Atmel and you could piece it back together, by figuring out what the core was and you can do your analysis. Unless I had it in front of me, I wouldn't want to make an error.
Harlan Sur - JPMorgan Securities LLC:
Okay. On the closure of the Micrel fab in October, obviously that did not contribute yet to the gross margin performance, but how long roughly is it going to take for you guys to deplete the inventories out of that fab and start recognizing the benefits of the lower cost 8-inch fab and how should we think about the impact to margins and again, when does that start to kick in?
Steve Sanghi - Microchip Technology, Inc.:
So, I would say that we've been shipping some of the 8-inch products already as of last quarter and this quarter. The amount we're shipping from 8-inch right now is only about, maybe, 10% or 15% of the overall product. Over the six months, 90% of it's probably gone. And then there is a tail end, which is longer term, which continues afterwards. So the bulk of that really comes into our numbers in the next six to nine months, I think. By June, July timeframe, I think you would have seen about 90% of it.
Harlan Sur - JPMorgan Securities LLC:
Thank you.
Operator:
And we'll take our next question from Chris Danely with Citigroup.
Christopher Brett Danely - Citigroup Global Markets, Inc. (Broker):
Hey. Thanks, guys. Steve, in the prepared remarks you talked about building cash for an acquisition. Is this a little bit of a change from what you've been thinking in the last three to six months? Why-what do you see out there? Is there some sort of sense of urgency or anything like that? And then what, if any, potential timing could this be?
Steve Sanghi - Microchip Technology, Inc.:
There is no change. The change is that we're not going to buy the stock back. And when I wanted to buy the stock back at $40, where the opportunity presented as low as $38. But you recall there was – Street was really concerned about China at that time and they were concerned about the leverage and they didn't want us to buy the stock back. And we were not concerned about China back in January, as I was telling you there. But the wisdom that prevailed at that time was to not buy the stock back and now the stock is in $60s. So we believe this is not the time to buy back stock. Instead, we will keep the balance sheet as stronger than levering it further by stock buyback and really prepare for the next acquisition, which we were going to do anyway. We're always looking for acquisitions, as you have seen over time.
Christopher Brett Danely - Citigroup Global Markets, Inc. (Broker):
Okay, great. And then a little bit of a near-term question for my follow-up. For the guide for the December quarter, for the combined company, would you say that that is a little less than seasonal, or normal seasonality? And then any comments on what you think normal seasonality for the March quarter would be conceptually for the newly-combined company?
Steve Sanghi - Microchip Technology, Inc.:
I don't have anything that I could give you from a guidance perspective. This will be our first quarter with Atmel last March quarter was really – you can't really compare against that. They were under an acquisition and the March quarter was terrible. They lost money in that and all these other things. So, I would say Atmel's business in the March quarter, the consumer part of the business should be down. The rest we have to see how it works out? Microchips, core Microchip March business usually is up from a low-single digits, and we have to combine that with Atmel and figure out what would happen.
Christopher Brett Danely - Citigroup Global Markets, Inc. (Broker):
And then the December quarter, please?
Steve Sanghi - Microchip Technology, Inc.:
In December quarter?
Christopher Brett Danely - Citigroup Global Markets, Inc. (Broker):
Yeah. The first part of that question was, is your December quarter guidance like normal seasonality? Or is it a little bit worse than that?
Steve Sanghi - Microchip Technology, Inc.:
Well again, what's normal seasonality? I don't know what the normal seasonality is with Atmel mixed in.
Christopher Brett Danely - Citigroup Global Markets, Inc. (Broker):
Me neither. That's why I'm asking you.
Steve Sanghi - Microchip Technology, Inc.:
I don't know.
Christopher Brett Danely - Citigroup Global Markets, Inc. (Broker):
Okay.
J. Eric Bjornholt - Microchip Technology, Inc.:
So it must be normal.
Christopher Brett Danely - Citigroup Global Markets, Inc. (Broker):
Okay. Great. Thanks.
Steve Sanghi - Microchip Technology, Inc.:
This is the normal. This is the first time, so this is it.
Christopher Brett Danely - Citigroup Global Markets, Inc. (Broker):
Got it. Okay. Thanks, guys.
Operator:
And we'll take our next question from Gil Alexandre with Darphil Associates.
Steve Sanghi - Microchip Technology, Inc.:
Hello, Gil.
Gil Alexandre - Darphil Associates:
Question. As you look on the contract business, which is coming back to the states for Christmas, how do you see that business versus last year?
Steve Sanghi - Microchip Technology, Inc.:
The Christmas bills have shifted dramatically in time in the last five years or so and has been happening incrementally. And let me explain what the shift is. It used to be the case that most of the Christmas builds would be in our revenue in the September quarter because parts get built in Asia. So whatever is being built, equipment gets built by the end of September and gets on ships for six-week journey to U.S. over the ocean and arrives here in time for Thanksgiving when the stores are then full of merchandise. That used to be the case. Increasingly in the last five years plus, what we have seen is the Christmas build is later and later and later. Nobody rushes to build it in September anymore. Parts get built all the time in October and November. A lot of it gets shipped by air rather than getting shipped by sea. And even the heavy items sometimes it gets shipped by the sea and they arrive in November and December. And many a times, there are IOUs where certain product is not available before Christmas, and you put an IOU under the Christmas tree and then you take delivery in January. A lot of the gift card giving has driven that also where people kind of gift gift-cards and then they're actually buying the merchandise in January. So the entire Christmas buying, which largely used to happen prior to the end of September, is now really spread out.
Gil Alexandre - Darphil Associates:
Thank you very much.
Steve Sanghi - Microchip Technology, Inc.:
You're welcome.
Operator:
And we'll take our next question from Rajvindra Gill with Needham & Company.
Rajvindra S. Gill - Needham & Co. LLC:
Yes. Thank you and congratulations as well. I was wondering if you could maybe talk a little bit about what you're seeing by end markets. Any kind of color commentary with respect to automotive, industrial, medical equipment, any insights there would be help.
Ganesh Moorthy - Microchip Technology, Inc.:
We see some of the strengths that others have responded to as well in automotive and industrial, but there's nothing that stands out. We have a part of our business that has a computing exposure to it, and the same strength that players in that space have seen we've seen as well. But it's nothing dramatic in one direction or another. It's generally consistent with what industry patterns have been.
Rajvindra S. Gill - Needham & Co. LLC:
And I know it might be difficult to assess now, but given the consolidation that's been going on in the semiconductor industry and, namely, a massive merger in your space, microcontroller space, with NXPI and Qualcomm coming together, wondering how you're looking at the competitive environment going forward, given the consolidation that's happening around you. You've made an acquisition as well. Just wanted to get maybe a high-level thought process in terms of how you're positioning the company in light of all these external events?
Steve Sanghi - Microchip Technology, Inc.:
Well, people ask us the same question when Freescale was getting acquired. They asked us the same question when Renesas was forming with NEC, Hitachi, Mitsubishi. And now we're getting the same question with NXP. And I think microcontroller market remains competitive. There are a number of players. We compete with Renesas, NXP, STMicro, Microchip, and others, some smaller players. The market remains vibrant and competitive and Qualcomm purchasing NXPI would not really change anything, because Qualcomm was not a microcontroller supplier. So the same product line that NXP had will continue, and we're not seeing any change now. Although the close of the acquisition is about a year away, we're not expecting to see any change coming out of that.
Rajvindra S. Gill - Needham & Co. LLC:
But you've seen consolidation in the microcontroller market because it's been fragmented, and so you've seen that occur over the course of several years. And so I'm just wondering, do you see – do you anticipate more consolidation in the market within the microcontroller market or other players perhaps moving into the market that are outside of the MC space.
Steve Sanghi - Microchip Technology, Inc.:
Honestly, Raj, there is nothing in our strategy that is saying there are a bunch of new players coming in the microcontroller market, our strategy is not based on that, we're not seeing that. If the question is
Ganesh Moorthy - Microchip Technology, Inc.:
If your question is about scale and our concern about that, we really don't see that as an issue. I think we've been asked that question from prior acquisitions as well. We believe we have the scale we need. There is nothing that another acquisition in its scale in some way creates a competitive disadvantage that we see.
Steve Sanghi - Microchip Technology, Inc.:
It is not clear that Qualcomm's sales force had a similar focus in NXPI, and then they didn't have a sales force to call on all of the thousands of NXPI customers. as much of a distribution line. We didn't think Qualcomm had factories themselves where NXPI could leverage. So there were reasons for that acquisition, whatever Qualcomm's reasons were to diversify. It's not clear to us that in terms of the microcontroller and analog offerings of NXPI, the Qualcomm acquisition makes them anything different, which could be troublesome to us. We don't see that.
Rajvindra S. Gill - Needham & Co. LLC:
Thank you.
Operator:
And we'll take our next question from Craig Ellis with B. Riley.
Craig A. Ellis - B. Riley & Co. LLC:
Thanks for taking the question and congratulations on the execution of both in Microchip and with the Atmel business. The first question I have, Steve, you commented that as you've been executing with the Atmel products and the Microchip products in the channel, a competitor has made a move away from their demand creation initiatives with the channel. If that's favoring you, how long does it take for that positive to show up in the financials that we would see, recognizing that microcontrollers have design-in gestation cycle? Is that sometime later in fiscal 2017 or is that a tailwind for fiscal 2018's revenue?
Ganesh Moorthy - Microchip Technology, Inc.:
We commented that that was a competitor in the channel.
Steve Sanghi - Microchip Technology, Inc.:
Did he identify the competitor?
Ganesh Moorthy - Microchip Technology, Inc.:
No.
Steve Sanghi - Microchip Technology, Inc.:
Okay. So, a large competitor redefined their distribution program where they essentially said that the distribution will only serve the fulfillment part of the business and they will not have the distribution be creating demand and giving them registration and then giving them the demand creation margins. So, since then, we have seen a substantial desire on the part of distribution to bond with Microchip and our combined product line is formidable, Microchip and Atmel combined. So we're getting a lot of that focus, and it will have the usual lead time of design-in, which is a year-and-a-half or so in this business, although there're always some shorter-term opportunities where either the product was designed on both sides or customer has the option to build a model A versus model B, and model A was designed with that company, model B's designed with us, and distribution promotes this model. So I think there is no negative we see coming out of this. We'll get some short-term and medium-term advantage, but a significant long-term advantage.
Craig A. Ellis - B. Riley & Co. LLC:
Thanks for that. And then the follow-up is for Eric. Eric, you mentioned that there would be a 25 basis point reduction in borrowing cost. Is that for part of the debt that is currently outstanding or would that be on any future debt?
J. Eric Bjornholt - Microchip Technology, Inc.:
Well, that's the debt that is outstanding today. Future debt would all be based on what our debt-to-EBITDA is at that point in time. If we went and had a new borrowing next week that that rate would apply until we file our next 10-Q, and that's the point where we always have to calculate what the leverage is and what the borrowing grid would produce.
Craig A. Ellis - B. Riley & Co. LLC:
Okay. So what we need to do is look at that change in rate and the pace at which you're paying down debt and use those two inputs to derive our interest expense?
J. Eric Bjornholt - Microchip Technology, Inc.:
That's right. And I can help you with that.
Craig A. Ellis - B. Riley & Co. LLC:
Great. Thanks, guys.
Operator:
And we'll take our next question from [Mark Delaney] with Goldman Sachs.
Mark Delaney - Goldman Sachs & Co.:
This is Mark Delaney from Goldman. Congratulations on the good results and thanks very much for taking the question. The question was on the Atmel price increases, which the company has talked about taking some time to fully play out. Can you help us better understand what percent, either quantitative or qualitative, you think is already being recognized? Are you a quarter of the way through or half? Any sort of relative sense about how far along you are with getting those fully into the financial metrics would be helpful.
Steve Sanghi - Microchip Technology, Inc.:
We're unable to provide further guidance on how far we are and how much more to go. Part of that could be competitive information and we don't want any misreading by the customers on how much more to come because at some customers where we've completely done, other customers we haven't even started. So, if you start to put the percentages on it without communicating with the customers, then it will create unnecessary concern in customers that we will be going back to them for further increases. So we cannot provide any further guidance on that.
Mark Delaney - Goldman Sachs & Co.:
Got it. Understood. And then for a follow-up question, I was hoping to better understand some of the puts and takes to gross margin for the December quarter. You talked about some potential tailwinds around pricing and closing down the Micrel fab. Obviously, there'd be some reverse leverage from lower sales next quarter, so just help me just better understand the reason for gross margins being down a bit and what's offsetting some of the self-help gains around pricing and the Micrel fab?
J. Eric Bjornholt - Microchip Technology, Inc.:
I'd say for the current quarter, it's really a product mix. There's so many puts and takes with gross margins, but I think it's probably driven primarily by a product mix one quarter to the next. We had very good product mix in the September quarter and that changes a bit in the December quarter.
Ganesh Moorthy - Microchip Technology, Inc.:
The Micrel fab impact is farther out in time.
Steve Sanghi - Microchip Technology, Inc.:
Yeah. Micrel fab closes in a couple of weeks and then it takes a little while to decommission it and all that. So Micrel impact is really more significant in the next quarter. I think a little bit of you're seeing also from Atmel it's still a lower gross margin than Microchips and driven by – I'm sorry, Atmel is lower gross margin than Microchip and driven by Atmel's mix in the current quarter, a little more consumerish, I think it's a mix when you mix it all together, it results into a slightly lower gross margin.
Mark Delaney - Goldman Sachs & Co.:
Understood. Thank you very much.
Operator:
And we'll take our next question from Lena Zhang with Summit Redstone Partners.
Lena Zhang - Summit Redstone Partners LLC:
Thanks for taking my question. Congratulations as well. Only one question. And, Steve, besides the – you mentioned that your larger competitors have switched channel program to fulfillment program and as well as the pricing on Atmel, give Atmel product gross margin up 400 basis points. And then looking at the overall September quarter gross margin up around less than 200 basis points from the last quarter, is that fair to say there was significant ASP erosion in the quarter?
J. Eric Bjornholt - Microchip Technology, Inc.:
No.
Steve Sanghi - Microchip Technology, Inc.:
No, no. Atmel is less than half of our business, right?
J. Eric Bjornholt - Microchip Technology, Inc.:
Yes.
Lena Zhang - Summit Redstone Partners LLC:
Yes.
Steve Sanghi - Microchip Technology, Inc.:
So, there's 400 basis points improvement on Atmel's business, but you have to average it with the overall business.
Lena Zhang - Summit Redstone Partners LLC:
Okay.
Steve Sanghi - Microchip Technology, Inc.:
Gross margin was sequentially up both on core as well as Atmel. And the overall gross margin was up by a couple of hundred basis points?
J. Eric Bjornholt - Microchip Technology, Inc.:
Yeah.
Steve Sanghi - Microchip Technology, Inc.:
Yeah.
Lena Zhang - Summit Redstone Partners LLC:
Okay. Thanks.
Steve Sanghi - Microchip Technology, Inc.:
I think we can do the math. You could do the math. You're just really misunderstanding it. We didn't say there was a 400 basis points improvement on overall. It was 400 basis points on Atmel.
J. Eric Bjornholt - Microchip Technology, Inc.:
Right. And we did make the comment that the Microchip gross margins were up in the quarter.
Steve Sanghi - Microchip Technology, Inc.:
Yeah.
J. Eric Bjornholt - Microchip Technology, Inc.:
Microchip, excluding Atmel.
Steve Sanghi - Microchip Technology, Inc.:
Yeah.
Operator:
And moving on, we'll take our last question from Chris Caso with CLSA.
Christopher Caso - CLSA Americas LLC:
Yes. Thank you. I'd just like to ask a follow-up on some of your previous comments regarding your intention to build up some cash for M&A. If you talk about how you balance that against some of the repayments of debt, I would guess that net debt is probably important if you're looking to do another deal, but if you can clarify that. In addition, you've spoken in the past about some of the constraints from doing further M&A, one of which would be managing bandwidth. Obviously, your borrowing capacity would be the other. At what point do you think you would be ready to start contemplating doing something else?
Steve Sanghi - Microchip Technology, Inc.:
Well, one thing I don't want anyone to read is that there is an acquisition tomorrow, we've got nothing on our plate, we are extremely busy with Atmel, we haven't done go-live, combining all these systems yet. We're doing that on January 1. We are 130% consumed. We can't do anything very short-term. So, my point simply was that rather than spending $500 million, it'll be actually more than that for the number of shares we issued in Atmel transaction will now be $600 million, $650 million. Rather than spending $650 million on buying the share back, which is really kind of a lost promise now, we're going to not do that and instead leave that – leave the balance sheet with lower leverage. So, when there is new acquisition, when we are ready to do something, when there is an opportunity available, we've got $650 million more available to go forward than the other way round. But there is really nothing happening short term. When that happens, when we find the right deal, we're not going to do a wrong deal and we're not going to pay exorbitant prices that are not accretive and so on and so forth, we have always found at the right time the right deals. When we find the deal, then I'll find the money to do the deal. I'll find the money to do the deal. And next time, I'm not going to listen to your talk about leverage.
J. Eric Bjornholt - Microchip Technology, Inc.:
To the Street's comments about leverage.
Steve Sanghi - Microchip Technology, Inc.:
Yeah. Not you personally.
Christopher Caso - CLSA Americas LLC:
Okay. Understood. Understood. As a follow-up, if we could talk a little about the utilization levels of the fab? I know there's a lot of moving parts there. You talked a bit about channel inventory, you talked about your own internal inventory both at pretty low levels. How does that affect utilization levels of the fab? And, I guess, the Micrel closure going forward over the next couple of quarters and maybe you could talk about the benefit of that to gross margins, if indeed that goes up?
Steve Sanghi - Microchip Technology, Inc.:
So I think that's all a positive wind on the back coming. So, as the Micrel fab closes and as you start to burn that 6-inch inventory, you have to start producing that product in an 8-inch fab, which means more demand for 8-inch products. The year has been good. We were up sequentially in the March quarter, June quarter, September quarter. So, our inventory, we just reported is 103 days of inventory, which is kind of not high by any standards. It's kind of lower by any standard we gave you before, which was more in the 115 days range. And then the Atmel inventory, when we bought them, which was very, very high inventory and over the last year, seven, eight months, we have brought Atmel inventory down significantly where it's almost corrected, not across the board, but there are places where it's really pretty much corrected. So, over the next quarter or so, I think you could see basically wafer starts going up in all three fabs, possibly, and that's really what you were asking. And when that starts to happen, then you have wind on the back. Now when you increase the wafer starts, the wafer cost comes down, but first it goes into inventory, first in/first out and its real impact on gross margin is couple of quarters later when we ship that product. Does that makes sense?
Christopher Caso - CLSA Americas LLC:
It does. Thank you.
Steve Sanghi - Microchip Technology, Inc.:
Yeah.
Operator:
And that concludes today's question-and-answer session. I'd like to turn the call back over to Steve for any additional or closing remarks.
Steve Sanghi - Microchip Technology, Inc.:
Well, thank you very much for attending the conference call. We'll see some of you at the CSFB Conference here in our hometown, Scottsdale. So that's in early – late November. Thank you very much.
Operator:
Once again, that does conclude today's conference. Thank you for your participation. You may now disconnect.
Executives:
J. Eric Bjornholt - Chief Financial Officer & Vice President Ganesh Moorthy - President & Chief Operating Officer Steve Sanghi - Chairman & Chief Executive Officer
Analysts:
Craig M. Hettenbach - Morgan Stanley & Co. LLC Vivek Arya - Bank of America Merrill Lynch Christopher Caso - CLSA Americas LLC John William Pitzer - Credit Suisse Securities (USA) LLC (Broker) Harlan Sur - JPMorgan Securities LLC William Stein - SunTrust Robinson Humphrey, Inc. Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc. Rajvindra S. Gill - Needham & Co. LLC Christopher B. Danely - Citigroup Global Markets, Inc. (Broker) Harsh V. Kumar - Stephens, Inc. Craig A. Ellis - B. Riley & Co. LLC Lena Zhang - Summit Redstone Partners LLC
Operator:
Good day, everyone, and welcome to this Microchip Technology First Quarter and Fiscal Year 2017 Financial Results Conference Call. As a reminder, today's call is being recorded. At this time, I would like to turn the call over to Microchip's Chief Financial Officer, Mr. Eric Bjornholt. Please go ahead, sir.
J. Eric Bjornholt - Chief Financial Officer & Vice President:
Thank you. Good afternoon, everyone. During the course of this conference call, we'll be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO; and Ganesh Moorthy, Microchip's President and COO. I will comment on our first quarter and fiscal 2017 financial performance, and Steve and Ganesh will then give their comments on the results, discuss the current business environment as well as our guidance, and provide an update on the integration activities associated with the Atmel acquisition. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin, and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effects of our acquisition activities and share-based compensation. Non-GAAP net sales in the June quarter of $844 million were well above the high end of our guidance and were up 48.5% sequentially from net sales of $568.4 million in the immediately preceding quarter. Non-GAAP net sales were $44.6 million higher than GAAP net sales as we are reporting non-GAAP net sales on a full sell-through revenue recognition basis, while GAAP does not recognize revenue on sell-through of product sitting in the distribution channel on the date an acquisition occurs and additionally, some of the Atmel distribution network is on sell-in revenue recognition of the GAAP, primarily in Asia. We will convert the Atmel sell-in distributors to the Microchip contracts when business systems integrate later this year. Our non-GAAP results are being presented on a full sell-through basis to provide investors with a better view of the true end market demand for our product. We have posted a summary of our revenue by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were 55.8% in the June quarter and above the high end of our guidance, which was 55.2%. Non-GAAP operating expenses were 28.4% of sales, below the bottom end of our guidance range of 29.1% and non-GAAP operating income was 27.4%, well above the high end of our guidance of 26.1%. Non-GAAP net income was a record $194 million, resulting in record earnings per diluted share of $0.84, which was $0.05 higher than the high end of our guidance of $0.79. On a GAAP basis, net sales were $799.4 million, and gross margins including share-based compensation and acquisition related expenses were 43.6% in the June quarter. GAAP gross margins include the impact of $7.9 million of share-based compensation, $23.4 million of GAAP gross margin effect from the distributor revenue adjustments I mentioned earlier, $90.5 million acquired inventory valuation cost and $0.8 million of other items. Total operating expenses were $407.6 million and include acquisition intangible amortization of $80.2 million, share-based compensation of $51.7 million, $13.7 million of acquisition related and other costs, and special charges of $22 million. With all the purchase accounting adjustments, the Atmel acquisitions related charges and the related tax impact, we had a GAAP net loss from continuing operations of $109.2 million, or $0.51 per diluted share. In the June quarter, the non-GAAP tax rate was 8.3% and the GAAP tax rate was negative 20.4%. We expect our long-term forward-looking non-GAAP effective tax rate to be between 8% and 9%. Moving on to the balance sheet. Our inventory balance at June 30, 2016 was $518.4 million, including $80.9 million of fair value markup on the Atmel inventory as required for GAAP purchase accounting. Excluding the purchase accounting adjustments Microchip had 107 days of inventory at June 30, 2016, which puts our inventory in an outstanding position. Excluding purchase accounting adjustments, inventory at our distributors was at 32 days, which is flat to the March quarter levels. The cash generation in the June quarter, excluding our acquisition activities, our dividend payment and changes in borrowing levels under our revolving line of credit was $184 million. As of June 30, the consolidated cash and total investment position was $601.8 million. Our borrowings under our revolving line of credit at June 30 was $1.922 billion, excluding dividend payments, changes in borrowing levels and our acquisition-related activities, we expect our total cash generation to be approximately $175 million to $200 million in the September quarter. Prior to the Atmel acquisition closing, we had provided a three-year forecast for how we expected Microchip's total net to EBITDA to trend over time. In those prior forecasts, we had projected that our total net leverage at the closing of the Atmel transaction would be 3.51 and improve to 3.04 times by March 2017. We are pleased to report that we are ahead of schedule on this plan with our total net leverage ending the June quarter being 3.22 times. Capital spending was approximately $18.5 million in the June quarter. We expect about $30 million in capital spending in the September quarter and overall capital expenditures for fiscal year 2017 to be about $110 million. We are selectively adding capital to support the growth of our production capabilities for our fast-growing new products and technologies and to bring in-house more of the assembly and test operations that are currently outsourced. Depreciation expense in the June quarter was $30.6 million. For several years prior to fiscal 2016, Microchip's dividends paid to its shareholders had been treated as return of capital, as Microchip did not have earnings and profits in the United States. In fiscal 2016, about 60% were treated as taxable dividends and about 40% were treated as return of capital. In fiscal 2017, we expect our dividends paid to shareholders to be treated as return of capital. Please note that the first quarter of calendar year 2016 will have approximately the same 60% taxable dividend and 40% return of capital split as of fiscal 2016 dividends I mentioned earlier. We will keep investors updated if anything changes on our expectations of the dividend treatment as we progress throughout the year. I will now ask Ganesh to give his comments on the performance of the business in the June quarter. Ganesh?
Ganesh Moorthy - President & Chief Operating Officer:
Thank you, Eric, and good afternoon, everyone. With the addition of Atmel results for the June quarter and the significant size of Atmel's business, the normal quarter-over-quarter or year-over-year comparisons we've typically provided are not quite as meaningful. Therefore, today I shall give you more of a qualitative summary of our product line performance along with select quantitative summaries and also provide you an update as to how we're progressing with the Atmel integration. Now let's take a closer look at the performance of each of our product lines starting with microcontrollers. Our core microcontroller business, excluding Atmel as well as Atmel's microcontroller business, were both up strongly in the June quarter, as compared to the March quarter, as we continue to experience broad-based growth in our business. Strength in Atmel's microcontroller business was in part due to seasonal strength and in part because customers with completed designs felt reassured about Microchip's plans going forward and, therefore, launched their new product with confidence. All microcontroller business units for Microchip as well as for Atmel outperformed our expectations in the June quarter. Microcontrollers had over $2.15 billion in annualized revenue, represented 63.7% of Microchip's overall revenue in the June quarter. We made significant progress integrating Atmel's microcontroller business over the last quarter. We combined Atmel's 8-bit AVR microcontroller business along with Microchip's 8-bit PIC microcontroller business under an experienced Microchip leader. Atmel's 8-bit AVR microcontroller business, which is still very popular among a broad-based of engineers, have been starved of investment and hence atrophied over the last five years. We have reprioritized resources to reinvigorate this product line, established clear new product roadmaps, formed combined teams to execute the roadmaps and expect to release a steady stream of innovative new AVR microcontrollers that will lead its resurgence. We have also received very positive feedback from AVR customers who have longed for more innovative new products and were concerned about support for the existing products. All this while we continue to develop and introduce innovative new 8-bit PIC microcontrollers at a steady pace as before. We also combined Atmel's SAM 32-bit microcontroller business along with Microchip's PIC 32-bit microcontroller business under an experienced Microchip leader. We have established clear joint product roadmaps, formed combined teams to execute the roadmaps, and expect to continue to release a steady stream of new, innovative PIC 32 and SAM 32 microcontrollers to drive future growth. We carved out Atmel's 32-bit microprocessors as a separate business to give it additional focus. This business continues to be led by the Atmel executive who used to run the business before, who is working well with the Microchip leadership team to grow this very profitable business. This business is a good example of finding the right Microchip answer for the combined company whereby Microchip terminated our investment in a microprocessor product family that started prior to the acquisition and instead adopted Atmel's microprocessor roadmap as our future roadmap. We combined Atmel's wireless business and Microchip's wireless business under an experienced Microchip leader. This business was running at a large loss and required significant surgery to combine roadmaps, reduce redundant spending and rationalize priorities. We have made substantial progress towards this end and expect to finish the restructuring for this business in the December quarter. Atmel's touch business was organizationally and operationally split into an automotive an and industrial business which has consistent growth and profitability characteristics which we will retain and a mobile business which does not fit our business goals as we have been marketing for sale to interested buyers. An area of opportunity we identified early in April which we have worked diligently since is pricing discipline. While Atmel has many strong products and technologies, tragically in too many cases these products were sold at prices that did not recognize the value of these products. We have implemented Microchip's disciplined pricing process to ensure that not only are we competitive but that we also get appropriately rewarded for providing innovative solutions that enable our clients to achieve success in their business goals. We remain pleased with the performance and competitiveness of our 8-bit, 16-bit and 32-bit microcontrollers in the broad-based market, which have been augmented by the addition of Atmel's products. We continue to gain market share and have the new product momentum and customer engagement to gain even more share as we further build the best performing microcontroller franchise in the industry. Moving now to our analog business. Our analog business, excluding Atmel as well as including Atmel, were both up nicely in the June quarter as compared to the March quarter. Microchip's vast portfolio of analog products is one of our greatest growth opportunities as our sales teams and channel partners incrementally attach them to Atmel microcontrollers at customers and applications that we otherwise did not have visibility into. Our analog business at approximately $860 million in annualized revenue represented 25.5% of Microchip's overall revenue in the June quarter. We continue to develop and introduce a wide range of innovative and proprietary new linear, mixed signal, power, interface, and timing products to fuel the future growth of our analog business. And now have the line of sight for analog to be a greater than $1 billion revenue business for Microchip. Moving to our memory products, our combined Microchip and Atmel memory business, which is comprised of Serial E-square memory products as well as SuperFlash memory products performed well in the June quarter as compared to the March quarter. We made significant progress integrating Atmel's memory business over the last quarter. We combined Atmel's memory business and Microchip's memory business under an experienced Microchip leader. The product lines offer many substitutable products and while we will continue to support both product lines for customers who don't wish to switch. For the great majority of customers we will converge to a best of breed memory product, which has the lowest overall cost and the best overall customer value. We have also rationalized the going forward R&D investment to eliminate redundant projects either at Microchip or at Atmel, establish clear new product road maps and form combined teams to execute the road maps. In the memory business too, we identified early in April that pricing discipline was a significant improvement opportunity. We have, therefore, implemented Microchip's disciplined pricing process for this business to, to ensure that we are competitive and don't chase bad business in the pursuit of profitless prosperity. Our sales integration is well underway with Microchip and Atmel teams reporting to common leadership in every region of the world. We have begun extensive cross-training of the teams and we are actively working to ensure that we maximize the cross-selling of products for new customer design activity. We have also started franchising Microchip channel partners to carry Atmel products and Atmel channel partners to carry Microchip products. We are in the midst of planning to integrate our business systems and are working towards making this happen in the December quarter. We are also systematically reviewing our internal and outsourced manufacturing activities, as well as our overall procurement activities to find the efficiencies that will reduce cost and also position us better for future growth. All-in-all, I have to say that our first quarter of integrating Atmel has gone well despite challenges along the way. Our thanks go out to many employees across the globe who have gone above and beyond to contribute to the rapid integration and help deliver synergy results that are ahead of forecast. Let me now pass it to Steve for general comments about our business, our guidance going forward, and some more about the Atmel integration. Steve?
Steve Sanghi - Chairman & Chief Executive Officer:
Thank you, Ganesh, and good afternoon, everyone. Today, I would like to first comment on the results of the fiscal first quarter of 2017 and then provide guidance for the fiscal second quarter of 2017. I will also make comments b on the progress of integration for Micrel and make extensive comments on Atmel. Our June quarter financial results were extremely strong. Our non-GAAP net sales, gross margin percentage, operating profit percentage, and earnings per share were all above the high end of our guidance. Our non-GAAP earnings per share was $0.095 per share, better than the midpoint of our guidance and up 19.6% sequentially from the March quarter due to improving sales, gross margin, operating expense leverage, and accretion from both Micrel and Atmel. We achieved excellent results both from our core business at Microchip as well as from Atmel. This was also our 103 consecutive profitable quarter. Last month we made our first 100 day assessment of Atmel, its products and its operations, and we shared them with the employees of Atmel. Today, I would summarize and share that first 100 day assessment with the investors and analysts. First, let me cover Atmel's strength. Atmel has good products and technologies. This is what was visible to us from the outside when we competed with Atmel and we have confirmed that, in general, Atmel has very good products in microcontrollers, microprocessors, memory, wireless, high-voltage analog, car access, security and touch products. As we have come up with common roadmap and common technologies to design future products, Atmel's products and technologies have strong presence in those joint roadmaps. The vast majority of the people left at Atmel after our initial restructuring, we have found are strong in the areas of expertise, recognize that the business was run poorly and are eager to adopt our culture and create a strong, results-based future for the combined company. Then as we look into Atmel's weaknesses, we have summarized those weaknesses in six major areas. First is accountability. Atmel had a culture of poor accountability. The dismal financial results of the last few years say it all. That is why we had to make drastic leadership changes at Atmel early on. Second area was poor teamwork. Atmel did not have a culture of teamwork. Instead, the company was highly siloed into various business units and other functional groups. The business units, sales and operations did not constantly communicate to adjust the factory build rates to changing demand. This routinely resulted in very high inventory buildup and significant inventory write-offs. We have put the entire company on a Microchip type of common incentive program that values sales growth, gross margins, operating expense, and operating profit. With our managers role modeling the culture of accountability and teamwork, we believe that we will turn this situation around rapidly. Third area was that Atmel had a culture of high operating expenses, which routinely ran over 40% of sales. The culture was one of spending what is needed versus what can be afforded. Atmel had a very top-heavy management structure with very poor accountability, leading to significant underperformance. Since the acquisition, we have removed 33 of the 41 vice presidents in the company. That layer is not needed and will not be replaced. Second, Atmel had a very poor operating expense discipline in R&D. Many R&D projects were continuing despite low gross margins and poor return on investment. Combining the roadmaps of Microchip and Atmel, we terminated many projects with poor return on investment and restructured the expenses that were no longer needed. And the worst performance of any business unit was in wireless where Atmel lost $32 million on sales of $40 million in 2015, all in the name of the buzzword, IoT, or Internet of Things. Microchip's IoT portfolio is very strong and we merged Atmel's wireless roadmap with Microchip's. We have been doing substantial restructuring to get the expenses in line with what the business can afford and which is consistent with the merged roadmap. And third on the operating expense side was sales and distribution. Atmel had a sell-in driven sales model and a commission-driven sales force that made commissions irrespective of company profitability. A few former sales employees have told us that the customers liked Atmel. Well, if you allow me to sell a large amounts of $1 bills for $0.90, I can get a lot of love from the customers too. Microchip's customer relations are built on charging a fair price for our proprietary value-added products. There's nothing wrong with some healthy and constructive tension with customers on the pricing front. Our customer relations are generally healthy and our success can be seen in our numbers and our market share. We have received some criticism from ex-employees that we're happy shipping at low prices and low margins. We believe that such criticism was expected from the employees who were vested in the status quo. The fourth area is swinging for a home run. Atmel had a culture of swinging for the fences in terms of going after large accounts and often signed onerous contracts with them. Atmel often struck out and lost many of the designs or won them at very low gross margin. Microchip will expand Atmel's customer base and target a very broad base of 100,000-plus customers like at Microchip. The fifth area is the lack of pricing discipline that Ganesh also commented on. Atmel had a very poor pricing discipline. We immediately expired a lot of low margin and negative margin quotes to bring some sanity to the pricing. We have also implemented a new price book beginning July 1 and we now begin the hard work of implementing the new prices, customer by customer. We will see the positive effects on gross margins in the coming quarters. This is something we have done successfully in our previous acquisitions. In case of Atmel, most of the products are proprietary and, therefore, we will not be concerned about losing a lot of business. We have also heard a concern that customers would have bought a lot of product early ahead of the price increases. At the direct OEM customers, the pattern of customer orders and shipments into July has continued after the new prices went in effect. So the concern is unfounded. In case of distribution, we only recognize non-GAAP revenue on sell-through basis and we wrote up the distribution inventory to the new prices on July 1. So any previously purchased inventory, if still on the distribution shelf, would have been marked up on July 1. The point of sale trends in July are not showing any noticeable negative effects from the pricing changes. And number six, Atmel made no investment in training and development of employees. At the higher level of the company it was largely a revolving door with an average tenure of executives at less than three years. In contrast, the average tenure of executives at Microchip is over 20 years. We make substantial investment in training and development of employees and then promote largely from within, thus retaining substantial talent base and experience. We have begun implementing Microchip's training and development curriculum at Atmel. Now, after giving you this 100-day assessment of Atmel, now let me continue with deciphering the financial results of Microchip from the fiscal first quarter of 2017. While we recognize that some analysts have interest in breaking down organic and non-organic net sales, we have made a decision to not provide the breakdown between organic and non-organic sales. We have seen such data largely misinterpreted. In some of my interactions with investors, I have seen them taking our GAAP sales from the SEC filings, subtracting the non-GAAP sales from acquisitions that we broke out previously and then conclude that organic sales were down or flat. GAAP net sales in the SEC filings ignore the sales out from distribution that are from the products shipped into distribution prior to the close of the acquisition. This confuses the investors since GAAP net sales look lower. And if you then make the assumption that the sales from an acquisition was a given number that we provide, then the natural and wrong conclusion that you reach is that organic sales were down. This confusion is partially the result of wacky accounting rules on acquisitions related to distribution sales. In case of Atmel, this will be even more confusing, because GAAP net sales in the SEC filings will be based on sell-in revenue recognition in Asia, while the non-GAAP net sales that we are focusing on is based on sell-through revenue recognition in Asia. Now, when we acquire a company our focus is to grow the sales and earnings of the new joint company. And we focus our resources on the best opportunities from the combined company. For example, in case of Atmel, as Ganesh also pointed out, we have fully combined each of the 8-bit microcontrollers, 32-bit microcontrollers, wireless and memory businesses of both companies. Each of these business units are now headed by a Microchip executive, who is managing it as one business, taking the lowest cost product, manufacturing through to the lowest cost supply chain and then shipping it at the highest ASP opportunity irrespective of whether the die, assembly or test comes from core Microchip side or Atmel side. Trying to artificially balance both businesses of Microchip and Atmel is less than optimum solution and makes no business sense once we are one company, and we will not do it. Therefore, we will refrain from providing a line-by-line breakdown of our results between core Microchip and Atmel. We will, however, provide some useful nuggets of information on Atmel as well as Microchip. So here are some of those nuggets. We achieved all-time record net sales in our core Microchip business. Gross margin from core Microchip business was very strong at 59.75%, up 130 basis points sequentially, and operating profit from our core Microchip business was 33.4% of sales. Gross margin on Atmel improved significantly from the March 2016 quarter prior to the acquisition. March 2016 quarter, while never formally announced, was a very weak quarter in sales as well as gross margin percentage. Now, let us decipher the operating expense where we made very significant progress. Microchip's operating expense in the March quarter was $153.5 million, and Atmel's operating expense in the March quarter was $100 million. So adding them together, our starting point is $253.5 million. The total operating expense in the June quarter was $246.4 million, a reduction of $7.1 million for the quarter, or $28.4 million annualized. Out of this $246.4 million OpEx, $6.4 million was attributed to mobile touch business which is an asset held for sale. Therefore, the operating expense on our continuing business was $240 million per quarter, or 28.4% of continuing sales. With the combined effect of better than expected net sales, higher gross margin percentage and lower OpEx, we achieved an accretion from Atmel of $0.08 per share versus our guidance of 0 to $0.05 per share. We worked very hard to make up for how much Atmel's business had atrophied prior to the close of the acquisition. On the core Microchip side, without Atmel, we achieved a record non-GAAP earnings per share of $0.76 per share versus the $0.72 per share midpoint that was embedded in our guidance. So, again, summarizing, we achieved $0.08 accretion from Atmel, and the non-GAAP earnings per share on the Microchip side was $0.76 versus $0.72 per share, which was embedded in our guidance. By any measure, our June quarter results were stellar. We performed excellently on our organic business, as well as from Atmel and we reversed the sales decline for Atmel, marking the March 2016 quarter as the bottom. One quarter does not make a trend, so we are working hard to make sure that it does become a trend. So, now let us go into the non-GAAP guidance for September quarter. We expect total net sales, including Atmel, to be up between zero and 4% sequentially. We expect gross margin to be between 55.6% and 56.2%. We expect overall operating expenses from continuing operations to be between 27.2% and 27.9% of sales, marking another significant reduction in Atmel's operating expenses. We expect operating profit percentage to be between 27.7% and 29% of sales. And we expect earnings per share to be between $0.83 and $0.91 per share. The earnings per share guidance includes an accretion from Atmel of between $0.09 and $0.11 per share. Now, if you combine the accretion from Atmel for first quarter, which was $0.08 and the midpoint for the second quarter, which is $0.10, then $0.18 of accretion from the first two quarters against our guidance of $0.25 accretion from Atmel for the entire fiscal year 2017, the fiscal year 2017 guidance seemed like a gimmie. So we are increasing the accretion target from Atmel from $0.25 previously to $0.40 now for our fiscal year 2017. We are not changing Atmel accretion guidance for the outer years yet. We have not yet completely analyzed how much of the upside is pull-in of the accretion and how much is upside. And there's likely some of each. Moving to Micrel, we are essentially in the final stages of completing the integration. The last wafer starts in the Micrel 6-inch fab are being made this week. With the last wafer starts this week, we should be closing the Micrel fab in late October. This is about two months ahead of what we guided last quarter. After closing the Micrel fab, we save approximately $26 million in annual wafer cost, which will find its way into the profit and loss statement over the coming quarters as we ship more and more 8-inch wafers and deplete the 6-inch inventory. After we close the fab, the final operating profit model for Micrel will meet or exceed our long-term target of 33%. I also have an update on the sale process for the mobile touch business unit. As of the deadline to receive offers for that business last week, we have several offers for the mobile touch business unit. We have a board review of the process later this week. Depending on the party we select and depending on the remaining diligence needed, we expect to be able to complete the sale of the mobile touch business unit well before the end of the calendar year. With this, operator, will you please poll for questions?
Operator:
We'll go first to Craig Hettenbach with Morgan Stanley.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Yes. Thank you. First question – just encouraging to see the Atmel accretion level but there has also been some questions just on sales, so just your point that it bottomed in the March quarter, Ganesh also made the point that customer confidence is helping. So anything else you could add in terms of context from a visibility perspective as you look at Atmel's sales as we go forward?
Steve Sanghi - Chairman & Chief Executive Officer:
We basically see no issues. We do not see a decline in Atmel sales. We think we have turned around the decline of Atmel sales rapidly. A lot of the sales decline was happening during all the time when Atmel was on sale, starting almost May of last year when the CEO first told the world that he was going to step down, which began the sales process. And there were some sales decline related to the touch business even happened in the previous years. We think the meetings we have had with the major customers, the messages we have given to the Street, the messages we have given to the sales force, the meetings we have had with the distribution, rapidly we have given the market confidence that number one, we're not obsoleting a large number of products like many times acquisitions companies tend to do. Microchip has a culture of not obsoleting products and providing long-term service to the clients. The only business we put on sale was just this mobile touch business which was a relatively small business and the other concerns, which actually investors had more than the customers, was what was going to happen to the 8-bit AVR business, what was going to happen to Atmel's microcontroller together with Microchip's microcontrollers, who were competitive. All that has worked out extremely well. We have given customers the confidence that we're going to continue promoting those products, introduce new products; in fact, take many of the great features that we have added on our 8-bit microcontrollers, while Atmel's 8-bit microcontroller has atrophied. We're introducing new products with many great features and giving the messages that the brand of Atmel AVR is here to stay.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Got it. Thanks for that color. Just as a follow-up, on the manufacturing side, and understanding it's just one quarter, but any color on their kind of front-end wafer fab from a cost perspective, and then also potential synergies on the back end longer term?
Steve Sanghi - Chairman & Chief Executive Officer:
So we have found Atmel's wafer fab in Colorado Springs was a very cost-effective fab. It may be one of the most cost-effective fabs in the world at a 6-inch level. Not very many 6-inch fabs can effectively compete with 8-inch output where a lot of the Microchip output was 8-inch. This is a very competitive fab. So, after a very thorough analysis – and we've got good manufacturing head on us, I think you've seen it over the years, we have decided and told the Colorado fab people and the community that we will keep Colorado fabs where some of the rumors were something else could happen. That's a very, very good fab. We're going to keep it. We have – also using Atmel's 6-inch fab to transfer some of the more sticky Micrel 6-inch products where we had had trouble bringing them on to 8-inch. It seems like the 6-inch to 6-inch transfer has been smoother than the 6-inch to 8-inch transfer on just a handful of products. We're talking about two process technologies and a few products. 85%, 90% of the products from Micrel really have been transferred to Microchip 8-inch fabs, and it is really the Atmel 6-inch fab that came to the rescue which then allowed us to not only close the Micrel fab and actually close it two months ahead of the schedule we gave you last time.
Ganesh Moorthy - President & Chief Operating Officer:
And on the back end, Atmel has an excellent facility in the Philippines that adds to our two facilities in Thailand. We are continuing to operate that and intend to do that for a long time. There are no transfers yet of bringing product in. Those are all in the planning stages and as we get farther into the business integration, we'll do more there. In the meanwhile, as I mentioned, we are working to get the best overall pricing when we have outsourced assembly or test, where either one of us is using a particular source, and that type of cost-reduction work which is quite common in the early stages of an acquisition.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Got it. Thank you.
Operator:
We'll go next to Vivek Arya with Bank of America Merrill Lynch.
Vivek Arya - Bank of America Merrill Lynch:
Thank you for taking my question. I was just wondering, Steve, if you would call the current demand environment seasonal and if you could give us some color on end markets which are behaving at or better or different than what you would expect from a seasonal perspective in the current quarter?
Steve Sanghi - Chairman & Chief Executive Officer:
Well, I'm not going to call the demand environment anything. The demand environment is what it is, and based on the guidance we have given. Because any adjective I add to it and everybody tries to read that and apply that to the rest of the industry and other people and I'm just not going to do that.
Vivek Arya - Bank of America Merrill Lynch:
And just in terms of end markets that you are seeing, which are different than – or instead of comparing it versus seasonal, if you could just give us some color on an absolute basis that as we look from Q2 to Q3 and we look at the midpoint of your outlook of about 2% sequential growth, what end markets could be above or below that number? Thank you.
Ganesh Moorthy - President & Chief Operating Officer:
We serve such a large number of customers and a broad base of applications that we're not end-market-focused on what we go do. So I think what you're seeing in both our guidance and the relative comparisons are, it's normal business. There is nothing that stands out as bad, or stands out at good. It's just normal.
Vivek Arya - Bank of America Merrill Lynch:
Got it. And then just maybe as a follow-up, if you look at M&A, that has been a key part of your strategy longer term. But with all the consolidation that has taken place in semis, do you see enough interesting targets to go after – I realize Atmel will probably occupy your attention for some period of time, but what's your view overall on the consolidation in the sector and do you see enough interesting targets to go after?
Steve Sanghi - Chairman & Chief Executive Officer:
Well, there is no shortage of interesting targets. The shortage right now I have is basically one financial shortage for the leverage which is already 3.22 as we reported today. So I don't really have sufficient more cash to do anything short term. And the second issue is the management bandwidth. As you mentioned, it's really very, very busy on consolidating seven different business units of Atmel and all the financial and IT and other systems. So those are the challenges, financial as well as the management bandwidth. There is no shortage of target.
Vivek Arya - Bank of America Merrill Lynch:
Thank you.
Operator:
We'll go next to Chris Caso with CLSA.
Christopher Caso - CLSA Americas LLC:
Thank you. Good afternoon. First question is regarding some of your efforts to instill some pricing discipline. You talked about this at length in your prepared remarks. How long does it take for some of this price discipline to work its way through the system and is that included in the accretion target that you've already provided or would that be potentially be a source of upside for those targets?
Steve Sanghi - Chairman & Chief Executive Officer:
Those are included in us taking the accretion targets up from $0.25 before to $0.40 now. They're not all driven by price. They're driven by just being so far ahead in the first two quarters and then modeling the third and fourth quarter. Some of the price increases are embedded in there but it's really very hard to model it really, because it could take a few quarters for it to really get in based on new projects, new orders, new quotes, some of the old quotes have an expiry and so on and so forth. So it's probably at least a nine-months process.
Christopher Caso - CLSA Americas LLC:
Okay. That's helpful. As a follow-on question, obviously the business has changed quite a bit with the acquisition. Can you help us in how we should think about seasonality over, say, the December quarter and even into the March quarter, how has the integration of the acquisition changed what we would be considered...?
Steve Sanghi - Chairman & Chief Executive Officer:
Well, first of all, we haven't seen a full year of Atmel under our clock. So the correct answer would be I don't know. But based on what we have seen, we believe that I don't think seasonality will change a whole lot. Q1, the calendar Q1 usually Microchip has been sequentially up in Q1. And because of a little more consumer exposure, Atmel's Q1, calendar Q1 has not been up, has been down. But they're about less than half of our business. So you combine it together, I think you take a little bit from the Q1 and where you add it we've got to figure out where you add it. Maybe you add it in the June. Maybe you add some in December, maybe we're not down as much. We've just got to kind of figure it out over time.
Christopher Caso - CLSA Americas LLC:
Okay. That's helpful though. Thank you.
Operator:
We'll take our next question from John Pitzer with Credit Suisse.
John William Pitzer - Credit Suisse Securities (USA) LLC (Broker):
Yeah. Good afternoon, guys. Thanks for letting me ask the question and congratulations on the strong result. I guess my first question is for either Steve or Eric. Stock-based comps in the quarter was a lot higher than I would have thought. It was a lot higher if I just added Microchip plus Atmel coming out of the March quarter. So is there something related to the acquisition going on there and is close to $60 million a quarter the new baseline or how should I think about that?
J. Eric Bjornholt - Chief Financial Officer & Vice President:
So there is a lot of Atmel-specific related activity in there related to – Steve talked about 31 of the 40 something VPs no longer being with us and change of control and acceleration of equity and things like that. So that had a significant impact on the share-based comp in the quarter. So that is not the ongoing run rate. If you give me a minute I can kind of look up what it will be, estimated, for the next couple quarters and give you that as the baseline.
John William Pitzer - Credit Suisse Securities (USA) LLC (Broker):
That's helpful. And then guys, maybe as my follow-on question, just going back to the $0.40 of accretion, Steve, you gave us $0.08 in June, you're guiding midpoint to sort of $0.10 in September. It sort of implies only $0.11 and $0.11 in the next two quarters, if I'm doing the math properly. And just given sort of everything you've talked about on the hard work you guys have done on integrating Atmel, it seems like there could be significant upside to that. Is there a reason why the accretion starts to level off here?
Steve Sanghi - Chairman & Chief Executive Officer:
I knew that you will get there.
Ganesh Moorthy - President & Chief Operating Officer:
No good deed goes unpunished.
Steve Sanghi - Chairman & Chief Executive Officer:
No good deed goes unpunished. I think that's the answer.
John William Pitzer - Credit Suisse Securities (USA) LLC (Broker):
Then maybe if I could just sneak one last one in, Steve. Help me understand now with all the acquisitions under your belt where you think industry growth is and given the portfolio you have, how would you expect the longer term growth of Microchip to look relative to industry?
Steve Sanghi - Chairman & Chief Executive Officer:
Well, I think in most businesses, microcontrollers and analog, we have outperformed the industry for years and years, and by combining one of the two best microcontroller franchises, Microchip and Atmel, even though Atmel didn't perform financially that well because of a number of reasons that we highlighted, we did say that the products and technologies were good. I think we are the strong microcontroller franchise, they are a very strong analog franchise; the whole wireless franchise, IoT and all that has gotten stronger with both of them combined and the memory franchise has gotten stronger, I think we should continue to exceed the growth rate of the industry, and gain market share in each of those business segments.
John William Pitzer - Credit Suisse Securities (USA) LLC (Broker):
Okay. Thanks, guys.
J. Eric Bjornholt - Chief Financial Officer & Vice President:
So, just as a follow-up to your question on share-based comp, I'd expect share-based comp in the current quarter, this is a pre-tax number, to be somewhere in the $24 million to $25 million range and that would probably trend down a little bit as we get to the balance of the fiscal year on a quarterly basis.
John William Pitzer - Credit Suisse Securities (USA) LLC (Broker):
Okay. Thanks, Eric.
Steve Sanghi - Chairman & Chief Executive Officer:
So, from $60 million that you mentioned last quarter to $24 million kind of going forward, you could kind of see how heavily the company was top-heavy and how much the equity comp and acceleration and all that was.
John William Pitzer - Credit Suisse Securities (USA) LLC (Broker):
Thanks, guys.
Operator:
We'll go next to Harlan Sur with JPMorgan.
Harlan Sur - JPMorgan Securities LLC:
Good afternoon, and congratulations on the solid quarterly performance. On the increased accretion targets for fiscal year 2017, you're analyzing first half at about $0.36. And so on the better results and the potential for more to get to your $0.40 target for the full fiscal year, can you guys just help us understand what specific product segments or business process rationalizations, or manufacturing initiatives you've executed on to drive these accelerated synergies?
Steve Sanghi - Chairman & Chief Executive Officer:
Well, these will be very long answers. I think what we said, both Ganesh and I in our prepared remarks, some of the things we did. I laid out how much we took out in the operating expense, how we combined the businesses. We took nearly – 500 people are no longer on the payroll, among them about 33 executives, so there was a large amount of expense taken out, large amount of other things done. Mix is improving, product mix is improving, less focus on low margin mobile touch products, and high focus on high margin micro and others and adjustment of prices. There were just hundreds of line items. And we just, Ganesh and I and many of our executives, that's all we did last quarter, we worked on Atmel.
Harlan Sur - JPMorgan Securities LLC:
Yes, good insight there. Thanks for that. And then the channel strategy for both companies, as you mentioned before have been somewhat complementary, although you've mentioned about a much broader channel presence for Microchip. You've also talked about cross-franchising distributors, getting the Atmel products fully integrated into the order system, field sales trained, et cetera. I think you previously talked about a target of November 1 for the go live initiative. Maybe, Steve, you could just give us an update on this initiative.
Steve Sanghi - Chairman & Chief Executive Officer:
So it is still on schedule for go live on November 1. There are 100 different milestones, weekly milestones for really what needs to be accomplished for that to stay on schedule. And it's on schedule right now. After this call we have another review of the Atmel integration plan for November when we go live. And I'm sure I'll hear that in the last week since I heard the report, the next set of milestones have been met and we're on schedule.
Harlan Sur - JPMorgan Securities LLC:
Great. Thank you.
Steve Sanghi - Chairman & Chief Executive Officer:
Yeah.
Operator:
We'll take our next question from William Stein with SunTrust Humphrey.
William Stein - SunTrust Robinson Humphrey, Inc.:
Great. Thanks for taking my question and congrats on the very strong results and outlook. I'm wondering if you can characterize the upside in the quarter on the top-line or detail for us whether there was anything in that that resulted from higher prices as you alluded to negative gross margins on the Atmel business. Did that correction help revenue in the quarter or is this more of an organic sort of unit-driven upside?
Steve Sanghi - Chairman & Chief Executive Officer:
So when you're saying higher prices, are you saying customers trying to buy ahead or are you saying just the effect of higher prices on revenue?
William Stein - SunTrust Robinson Humphrey, Inc.:
Either.
Steve Sanghi - Chairman & Chief Executive Officer:
So I don't think either of them, because you couldn't really have any meaningful impact on prices within the quarter. Many times it's raise the prices, it's you expire a quote, the new prices on a new quote, and it just takes some time to have an effect; to have its impact that moves the needle in the very first quarter, I don't think there was any of that. Regarding the second part where expecting price increase where the customers buy product at lower prices ahead of time, we had heard that concern from the Street, maybe one of the analysts. And we don't really find evidence of that. Six weeks have gone into the quarter and the OEM bookings and shipment patterns and all that are really continuing good. We're marching well towards our guidance. And on the distribution, as I mentioned in my prepared remarks, we marked the distribution inventory up on July 1 with a new price book. And the point of sales in the last six weeks in the quarter is – does not show any problem.
William Stein - SunTrust Robinson Humphrey, Inc.:
That's very helpful, Steve. Thanks. One more if I can. It seems very early to talking about cross-selling opportunities, but I think you talked about either, I forget, in the press release or in the prepared remarks about cross-selling analog. Can you remind us what the expectations are from a timing and magnitude perspective for cross-selling analog or other product?
Steve Sanghi - Chairman & Chief Executive Officer:
So the cross-selling is already visible at the design-in level – in one of Atmel's socket, let's say, there was Atmel microcontroller, there was an Atmel wireless chip but – the LDO, the A to D converter or some sort of power management was from some other company. And there are already signs as we go through reviews of customers with the salespeople, they're already showing evidence of where some of those have been replaced by Microchip at the design level. Those are not in production at the design level in the funnel. So that's already visible. In terms of dollarizing it, it's very hard to dollarize. But when I was at a conference in New York last quarter, I essentially – what they are modeling is that there is a $300 million attach opportunity on Microchip's analog products attaching it to microcontrollers and wireless products of Atmel. And it's about $1 billion of business, $0.30 of attach rate. That's really kind of how we came about. It's not as scientific, but those are experiences on other opportunities we have done where we have attached analog.
William Stein - SunTrust Robinson Humphrey, Inc.:
Thank you.
Operator:
We'll take our next question from Kevin Cassidy with Stifel.
Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc.:
Thanks for letting me ask a question. The pricing in the new price book, maybe to help answer some of my questions, what percentage increase were you putting in for the Atmel product?
Steve Sanghi - Chairman & Chief Executive Officer:
We're not going to tell you that.
Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc.:
Okay. And one thing, well, you haven't talked much about the licensing business. Can you say what the – are there new contracts in process or can you talk about the licensing business?
Steve Sanghi - Chairman & Chief Executive Officer:
So licensing business is doing very well. Essentially, in the licensing business, we have won the entire enchilada at the 55-nanometer and 40-nanometer, essentially every major foundry, all three large foundries, and many of the smaller foundries, they have all adopted our technology at the 90-nanometer, our technology at the 55-nanometer, our technology at the 40-nanometer. Main foundries have adopted what has been won in the last two or three years is 55-nanometer and 40-nanometer. And half of them have also signed up on the 28-nanometer and that's still under works. So I mean, basically it's all being designed with our technology. Now, it's a question of, in the microcontroller world, the technology kind of lags the microprocessor world by quite a few years. So what portion of the microcontrollers are built on 55-nanometer and 40-nanometer. If you ask the question today, that's a very small number. But it's on a very fast curve as all the new products being designed are in 55-nanometer and 40-nanometer. So as they go into production, the royalty rates will increase dramatically. So we're very positive on that business. The coming year – this year should be record, fiscal year 2017 should be record.
Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc.:
Okay. Maybe just expand on that. You expect that the market will stay at 28-nanometers for quite a few years, especially considering price per transistor goes up as you get lower than that?
Steve Sanghi - Chairman & Chief Executive Officer:
When you look at an embedded control, I think the center of gravity of microcontrollers today is probably 0.13. So a lot of people are migrating to 90-nanometer. 90-nanometer is probably the most ramping in terms of technology, in terms of wafers and royalty. 55 is barely beginning. I think we're going to get our first 55-nanometer check, either got it last quarter, or we're going to get it next quarter. So – and then you got 40-nanometer, then you got 28-nanometer. What we're seeing is we've got a decade of royalty stream coming up here on 90-nanometer, 55-nanometer, 40-nanometer and 28-nanometer, which will continue to grow that business. And we're already filing patents to 22-nanometer, 20-nanometer and engaging with foundries and high-k/metal gate and all that. None of this is licensed yet. It's advanced work, but 28-nanometer covers the next decade.
Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc.:
Okay, great. Thank you.
Steve Sanghi - Chairman & Chief Executive Officer:
Yeah.
Operator:
We'll take our next question from Rajvindra Gill with Needham & Company.
Rajvindra S. Gill - Needham & Co. LLC:
Yeah. Thanks for taking my questions and congratulations on excellent results. Steve, you talked about in the past when you look at acquired companies that you kind of focus on 50% of the portfolio or so and try to expand on that. With respect to Atmel, using that kind of logic, how are you approaching Atmel's new products – Atmel's products and kind of end markets based on that framework?
Steve Sanghi - Chairman & Chief Executive Officer:
What's that framework? 50% of what? I didn't understand your question.
Rajvindra S. Gill - Needham & Co. LLC:
I think in the past when you had made an acquisition – when you made acquisitions, you've talked about focusing, I believe, you had said either 50% or majority of the revenue where you feel there's the most growth.
Ganesh Moorthy - President & Chief Operating Officer:
Raji, I think what you're referring to is, we've made some comments about the top 50% of opportunities of acquired companies are better than the bottom 50%. I think that's what you're getting at.
Steve Sanghi - Chairman & Chief Executive Officer:
I remember that when I said that and subsequently I saw it in a report, which was a gross mischaracterization of really what I had said. So let me clarify it. So, let's say we have 100 opportunities at Microchip. And the company we acquire has 100 opportunities. To make the assumption that all of our 100 opportunities are better than all of their 100 opportunities and they should be at the bottom would be highly egotistical and would be incorrect. So what I said is that many times we find that the top 50% of the acquired companies' opportunities are actually better opportunities than the bottom 15% of ours. And therefore, when we mish-mash it together, it results in to taking some of Microchip resources and rather than harvesting the bottom 15% of our opportunities, it's better to harvest top 50% of the other company's opportunities because they may be better in whatever way. I think that's what I said. It was just a – it was a metaphor. Those are not exact numbers.
Rajvindra S. Gill - Needham & Co. LLC:
But it's absolutely the case with Atmel.
Ganesh Moorthy - President & Chief Operating Officer:
Now, that's really the case. As we look at Atmel we mishmash all the products and roadmaps, we have discontinued probably 15% of our roadmap and we have filled that in with a lot of the better products coming from Atmel.
Rajvindra S. Gill - Needham & Co. LLC:
Right. And that was the point I was trying to make and ask you was, given that Atmel did have a lot of underperforming product lines and assets and it was somewhat of a fragmented business, I was just wondering using this approach that you talked about, 50% of acquired companies opportunities, how that processes is now developing?
J. Eric Bjornholt - Chief Financial Officer & Vice President:
Well, it's going very, very well. As Ganesh mentioned, we're running 8-bit microcontrollers as one business unit, 32-bit as one business unit, wireless as one business unit, memory as one business unit. So the business unit leader gets both sides together, comes up with a joint roadmap. We will discontinue these of our products, they'll discontinue those of their products, it's a joint road map that joint teams work together in accelerating those road maps. There're some redundant resources which are let go. So all that process is going very well. I think on 8-bit micro, 32-bit micro and memory, we're largely done.
Rajvindra S. Gill - Needham & Co. LLC:
Yeah.
J. Eric Bjornholt - Chief Financial Officer & Vice President:
We're largely done. Wireless, as Ganesh said, will take us through the end of the year, calendar year, which was very complex. And on the analog, high voltage, RF front, it's in the same timeframe, end of the year or early next year. So that process is really going very, very well. Where I caution investors and analysts is, if I remember reading the commentary on what I said, they kind of look at – they looked at it like, so Microchip's bottom 15% of the revenue would go away or something like that. We're going to let go bottom 15% of our revenue, which will be a huge number. This is not the bottom 15% of our revenue, there's no change in our revenue. Our revenue is not going to go down. This is in terms of activity.
Steve Sanghi - Chairman & Chief Executive Officer:
Projects.
J. Eric Bjornholt - Chief Financial Officer & Vice President:
Projects. So we are doing some projects, there're some higher priority projects and some lower priority projects. We will take the lowest priority projects of ours and substitute by the acquired company's better projects which meld in. So, overall, the portfolio becomes stronger and generates even higher revenue, more competitive pricing, better margins and all that and not equate that to – we should take combined company and take 15% of the revenue and say it's going to go away. That's where it was highly misinterpreted.
Rajvindra S. Gill - Needham & Co. LLC:
Right. I wasn't implying that at all. And just last question from me. In terms of your strategic approach of your analog products, your connectivity products, are we going to see, particularly targeting IoT, more of a focus to attach analog and connectivity product to your microcontroller portfolio whether it's Atmel's ARM based products or your own base – microcontroller-based products as you focus on IoT?
Ganesh Moorthy - President & Chief Operating Officer:
We do that every day. We do that every day. Today we've been doing it on our products for years and including Atmel we're already seeing in the funnel that customer level we're in the new products, Microchip's analog, memory, LAN, networking, other products, being attached to Atmel's microcontroller products and some other cases. If they have the right wireless chip is being attached to Microchip's microcontroller. So yeah, that began day one as we acquired the company and it's been happening for years at Microchip. So it's not something we need to focus on. It's something we have been focusing on.
Rajvindra S. Gill - Needham & Co. LLC:
Day one after the acquisition, the best product from either company that attaches to either microcontroller are classic for Microchip or the new from Atmel becomes the natural order in which we go to market as we take the best of the best so that we win the largest amount at a given application for a customer.
Steve Sanghi - Chairman & Chief Executive Officer:
Raji, we're not buzzword driven company, never have been, and go back a year ago if you would have asked an average investor who had a stronger IoT portfolio, Atmel or Microchip, the answer probably would have been Atmel. And as we look at their business, it was a disaster. As I said, it was losing $32 million on sales of 40-nanometer. And our business was more than two, two-and-a-half times the size and much better performing and all that. So lot of that restructuring kind of has been on their side. So that doesn't mean we're not doing well in those areas. We at Microchip navigate a very, very broad beach front, we're calling on 100,000 customers, we've got to do all these things. So we can't take all of our microcontroller business and we name it IoT, like somebody else has done. That doesn't mean we are shy of IoT applications or not competitive or don't have the products and don't have the focus. We've got all of that.
Rajvindra S. Gill - Needham & Co. LLC:
Great. Thank you very much and congratulations.
Steve Sanghi - Chairman & Chief Executive Officer:
You're welcome.
Operator:
We'll take our next question from Chris Danely with Citi.
Christopher B. Danely - Citigroup Global Markets, Inc. (Broker):
Hey. Thanks for squeezing me in, guys. I'll be brief. Just two quick clarifications. Steve, on the upside from Atmel and Microchip, was there anything in common in terms of the upside between the two businesses, whether it's by geography or end market, or where there any areas where things were a little bit worse than you expected?
Steve Sanghi - Chairman & Chief Executive Officer:
Well, end markets we didn't look at. I mean, we don't really do that breakdown. But when I look at geographies and product lines, I would say everything was pretty broad-based.
Christopher B. Danely - Citigroup Global Markets, Inc. (Broker):
Okay. And then on the pricing where you talked...
Steve Sanghi - Chairman & Chief Executive Officer:
Much across the board.
Christopher B. Danely - Citigroup Global Markets, Inc. (Broker):
Okay, great. And then on the pricing where you talked about improving the pricing, have you ever done that with any previous acquisitions, maybe give us some examples of have you done that in the past?
Steve Sanghi - Chairman & Chief Executive Officer:
We've done that pretty much with every acquisition. Micrel was the most recent one before Atmel and the pricing practices were also very sell-in driven to distribution, making quarter end deals on heavy discounts and some of the OEM pricing were very low in Asia and we did exactly the same thing. You'll take – there were some very equivalent products from Microchip and Micrel whether they were LAN or they were in the power management area, I mean, those products, customers could choose one product or the other. And our prices would be substantially better than theirs. And after we combined Micrel, we essentially changed the pricing to our pricing. And so whether you buy their product or you buy our product, you're going to buy at our price. So we did that. We did some other things with Supertex. We did a fair amount of it with SMSC.
J. Eric Bjornholt - Chief Financial Officer & Vice President:
With SST.
Steve Sanghi - Chairman & Chief Executive Officer:
We did it with SST.
J. Eric Bjornholt - Chief Financial Officer & Vice President:
At the end of the day if it's bad business, it's bad business. We're not interested in continuing to go forward with it. So price increases – and not all business is bad. There's always a percentage at the low end of the distribution that we have to go correct.
Steve Sanghi - Chairman & Chief Executive Officer:
SST was making some negative gross margins on flash business, taking very low margins and we sold some bad business. In a couple of deals we did back then and rest of it we raised the prices. We brought some into our testing, our system, our assembly and lowered the cost, and for years now that was 2010 and we have been running the flash business very profitably. So there's no business at Microchip is entitled to lose money.
Christopher B. Danely - Citigroup Global Markets, Inc. (Broker):
Great. Thanks, guys. Congratulations.
J. Eric Bjornholt - Chief Financial Officer & Vice President:
Thanks.
Operator:
So next to Harsh Kumar with Stephens.
Harsh V. Kumar - Stephens, Inc.:
Hey. Most of my questions have been answered. Just a quick question for Eric. Eric, this difference between the GAAP and non-GAAP revenues, how many more quarters do you expect this to last if you didn't say that already?
J. Eric Bjornholt - Chief Financial Officer & Vice President:
Well, there's going to be another leg of that that happens when we integrate business systems, because that's generally the point in time where we actually change the contracts with the distributors that historically had sell-in revenue recognitions change them to a Microchip-like contract. And so we're targeting that now to happen in Q3. And depending on the date that we integrate, that can continue for a couple of quarters though. You're going to see bits and pieces of that for the rest of the fiscal year.
Harsh V. Kumar - Stephens, Inc.:
Got it. Great. And otherwise great quarter, great guide, guys. Congratulations.
J. Eric Bjornholt - Chief Financial Officer & Vice President:
Thanks Harsh.
Steve Sanghi - Chairman & Chief Executive Officer:
Thank you.
Operator:
Next question comes from Craig Ellis with B. Riley.
Craig A. Ellis - B. Riley & Co. LLC:
Yeah. Thanks for taking the question and congratulations on the good start to Atmel integration. Steve, I just thought I'd take a more qualitative follow-up on the point you made regarding the upside on accretion and not wanting to be too precise on whether it was a pull-in or upside to synergies. But can you give us some examples that would indicate that it's either, A, a pull-in of what you had outlined for fiscal 2018 or it's upside to what you and the team had been expecting?
Steve Sanghi - Chairman & Chief Executive Officer:
Well, I think – so if you look at the elements of it, there is revenue, there is gross margin, and there's OpEx, really only those three things. And then there is attach rate, let's say, attaching analog and all that. If you take those four major components where the long-term accretion would come from, the upside in the quarters from a revenue side was real. That's not a pull-in. That's a real revenue upside which will continue quarter after quarter. The OpEx piece is, there's a certain amount of OpEx you need to take out and remove the bad R&D and remove the bad stuff. So any accretion we would get on OpEx if we get the job done in one year rather than two years or three years and that push-in will not have further upside, because there's a certain amount OpEx correction we got to do. And we're doing it much faster than we thought. And honestly, one of the reasons for that, in my mind, is our earlier expectation was that we will find a disaster in Europe, and Europe is harder to restructure as you all know with European laws and Works Council and all that. And that's not what we found. We found very good running businesses in Europe and we found a disaster in U.S. on the business unit side. And that's why we were able to do a lot of the restructuring in a very rapid fashion and that's largely we're kind of ahead of the OpEx goal there. On the gross margin, we haven't gotten upside in the gross margin side yet. As we talked earlier, it takes a while for price increases and cost reductions to take place. So that so far is on pace with what we guided earlier. But if you get ahead, we'll let you know. And the last one is attach. There, attach is not at a revenue stage today, it's only at the funnel stage. So maybe that helps you a little bit.
Craig A. Ellis - B. Riley & Co. LLC:
Yeah. I appreciate that. And then the follow-up is to Eric. Eric, can you provide some color just on how you're thinking about approaching debt and debt reduction given the strength that we're seeing in the business mid-year?
J. Eric Bjornholt - Chief Financial Officer & Vice President:
We shared the information on how the net leverage looks compared to our expectations and we're ahead of schedule there, taking the net debt to EBITDA to 3.22 at the end of June. So that's good. The planning that we did on the use of offshore cash worked very well and we're probably a little bit further ahead of schedule in terms of the timing of when all that happened and that allowed that level to leave the quarter not as high as we thought it might have been. So I think we're progressing well there. We haven't updated those targets that we provided on the net levers that we shared earlier but those are still all very achievable and we hopefully will do better and get there quicker.
Craig A. Ellis - B. Riley & Co. LLC:
Thanks, guys.
Ganesh Moorthy - President & Chief Operating Officer:
I will twist Eric's arm to update those maybe at conferences that are coming up.
Operator:
We will take our final question from Lena Zhang with Summit Redstone.
Lena Zhang - Summit Redstone Partners LLC:
Thank you for taking my questions and congratulations on the results and the guidance and also very decent work on the integrating Atmel business. I apologize if I missed this. Just as to note your pricing strategy on the Atmel products, are these prices effective for the shipping in this quarter or it will be affecting for the future orders – the timeframe?
Steve Sanghi - Chairman & Chief Executive Officer:
It's all over the place. We work with 100,000 customers, and some you do it in two steps, and some you're able to do it all, in some there was a contract in place, you couldn't do it at all. So it has to be with a new quote next year on January 1, it's all over the place.
Lena Zhang - Summit Redstone Partners LLC:
And also some were already started, for example, in tail end of Q2.
Steve Sanghi - Chairman & Chief Executive Officer:
Some increased prices are already in effect.
Lena Zhang - Summit Redstone Partners LLC:
Okay. Thank you.
Steve Sanghi - Chairman & Chief Executive Officer:
I would look at it as a glide path from July 1 to March 31 or something like that.
J. Eric Bjornholt - Chief Financial Officer & Vice President:
It's an analog change that's going to be continuous over time.
Lena Zhang - Summit Redstone Partners LLC:
I see. Thanks.
Operator:
And as we have no further questions, I would like to turn the conference back over to Steve Sanghi for any additional or closing remarks.
Steve Sanghi - Chairman & Chief Executive Officer:
Well, thank you, everyone, for attending the conference call today and we'll see some of you on the road as we go to a couple of conferences later on this quarter . Thanks.
Operator:
Ladies and gentlemen, that does conclude today's conference. Thank you for your participation. You may now disconnect.
Executives:
J. Eric Bjornholt - Chief Financial Officer & Vice President Ganesh Moorthy - President & Chief Operating Officer Steve Sanghi - Chairman & Chief Executive Officer
Analysts:
Vivek Arya - Bank of America Merrill Lynch Craig M. Hettenbach - Morgan Stanley & Co. LLC John William Pitzer - Credit Suisse Securities (USA) LLC (Broker) Harlan Sur - JPMorgan Securities LLC Craig A. Ellis - B. Riley & Co. LLC Christopher B. Danely - Citigroup Global Markets, Inc. (Broker) Rajvindra S. Gill - Needham & Co. LLC Kevin Cassidy - Stifel, Nicolaus & Co., Inc. Mark Delaney - Goldman Sachs & Co. Mark Lipacis - Jefferies LLC
Operator:
Ladies and gentlemen, please stand by. We're about to begin. Good day, everyone, and welcome to this Microchip Technology Fourth Quarter and Fiscal Year 2016 Financial Results Conference Call. As a reminder, today's call is being recorded. At this time I'd like to turn the call over to Mr. Eric Bjornholt, Chief Financial Officer. Please go ahead, sir.
J. Eric Bjornholt - Chief Financial Officer & Vice President:
Good afternoon, everyone. During the course of this conference call, we'll be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO; and Ganesh Moorthy, Microchip's President and COO. I will comment on our fourth quarter and full fiscal year 2016 financial performance, and Steve and Ganesh will then give their comments on the results, discuss the current business environment as well as our guidance, and provide an update on the integration activities associated with the Atmel and Micrel acquisitions. We will then be available to respond to specific investor and analyst questions. I want to remind you that we're including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP-to-non-GAAP reconciliation on the investor relations page of our website at www.microchip.com, which we believe you find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results including net sales, gross margin, and operating expenses. I will be referring to those results on a non-GAAP basis prior to the effects of our acquisition activities and share-based compensation. Non-GAAP net sales in the March quarter were a record and at the high end of our guidance at $568.4 million and were up 3% sequentially from net sales of $552 million in the immediately preceding quarter. Non-GAAP net sales were $10.8 million higher than GAAP net sales as we are reporting non-GAAP net sales on a full sell-through revenue recognition basis while GAAP does not recognize revenue on the sell-through of product sitting in the distribution channel on the date an acquisition occurs and when distributor contracts are changed to standard Microchip format compared to the sell-in revenue recognition contracts that Micro previously had for certain of their distribution partners. We have posted a summary of our revenue by product line and geography on our website for your reference. On a non-GAAP basis gross margins were 58.4% in the March quarter, which was above the high end of our guidance. Non-GAAP operating expenses were 27% of sales, below the bottom end of our guidance, and non-GAAP operating income was 31.4% of sales, which was significantly above the high end of our guidance, which was 30.8%. Non-GAAP net income was $153 million resulting in earnings per diluted share of $0.70, which was also above the high end of our guidance. For fiscal 2016 on a non-GAAP basis, net sales were a record $2.214 billion and up 2.5% year-over-year. Gross margins were 58.1%, operating expenses were 27.2% of sales, and operating income was 31% of sales. Net income was $583.3 million, and non-GAAP EPS was a record $2.68 per diluted share. On a GAAP basis net sales were $557.6 million and gross margins were 54.3% in the March quarter. GAAP gross margins include the impact of $1.9 million of share-based compensation, $5.4 million of gross margins impact from the distributor revenue adjustments I mentioned earlier, $18.2 million in acquired inventory valuation costs, and the manufacturing vendor material issues of $3.6 million. Total operating expenses were $222.8 million or 40% of sales and include acquisition intangible amortization of $48.1 million, share-based compensation of $15.4 million, $5 million of acquisition-related expenses and special charges of $0.8 million. GAAP net income was $67.4 million or $0.31 per diluted share. For fiscal year 2016 GAAP net sales were a record $2.173 billion, gross margins were 55.5%, operating expenses were 39.3% of sales, and operating income was 15.2% of sale. Net income was $324.1 million or $1.49 per diluted share. In the March quarter the non-GAAP tax rate was 11% and the GAAP tax benefit rate was 16.9%. The non-GAAP tax rate does not reflect a $12.3 million benefit or non-recurring items associated with the tax audit settlement and other matters. Including Atmel, we expect our longer term forward-looking non-GAAP effective tax rate to be between 8% and 9%. Moving on to the balance sheet, our inventory balance at March 31, 2016 was $306.8 million. Excluding the purchase accounting adjustments flowing through the income statement, Microchip had 117 days of inventory at March 31, 2016, which is down by three days from the levels at the end of the December quarter. Excluding purchase accounting adjustments, inventory at our distributors was 32 days, which is down two days from the December quarter levels. I want to remind you that historically, Microchip's distribution revenue throughout the world has been recognized on a sell-through basis. Atmel had a mixture of sell-in and sell-through revenue recognition in its distribution channel. Our non-GAAP revenue guidance provided in our release today is based on sell-through revenue recognition for the Atmel distributors for the entire June quarter in order to continue to provide investors with the view of the true end market demand for our product. There will be a difference in GAAP revenue recognition as the inventory in Atmel's sell-through distribution channel at the date of the acquisition will not be recognized as revenue for GAAP accounting purposes and also because some of the contracts with the Atmel distributors drive sell-in revenue recognition for GAAP accounting purposes. The cash generation in the March quarter excluding our acquisition activities, our dividend payment, and changes in borrowing levels under our revolving line of credit was a record $196.3 million. This includes a $22 million cash benefit from unwinding the interest rate swap that we had in place. The swap was unwound as our natural hedge of floating rate debt went away by utilizing our cash to fund the Atmel acquisition. As of March 31, the consolidated cash and total investment position was $2.665 billion; our borrowings under our revolving line of credit as of March 31 were $1.052 billion. Excluding dividend payments, changes in borrowing levels, and our acquisition-related activities, we expect our total cash generation to be approximately $140 million to $160 million in the June quarter. Capital spending was approximately $16.5 million in the March quarter and $97.9 million in fiscal 2016, well below the $110 million forecast we provided on our last earnings call. We expect about $35 million in capital spending in the June quarter and overall capital expenditures for fiscal year 2017 to be about $140 million, including Atmel. We are selectively adding capital to support the growth of our production capabilities for our fast-growing new products and technologies and to bring in-house more of the assembly and test operations that are currently outsourced. Depreciation expense in the March quarter was $26.2 million and $103.9 million for fiscal year 2016. I will now ask Ganesh to give his comments on the performance of the business in the March quarter. Ganesh?
Ganesh Moorthy - President & Chief Operating Officer:
Thank you, Eric, and good afternoon everyone. Today I'll give you a summary of our product line performance and then provide an update as to where we are with the Atmel integration from a product line perspective. Let's take a closer look at the performance of each of our product lines starting with microcontrollers. Our microcontroller revenue was up 5.5% in the March quarter as compared to the December quarter as we experienced a broad-based recovery in our business. All three businesses – 8-bit, 16-bit, and 32-bit microcontrollers – were sequentially up with the 16-bit and 32-bit businesses being up in double-digit percentages. Microcontrollers represented 59.9% of Microchip's overall revenue in the March quarter. Gartner Dataquest just released their microcontroller market share report for 2015. We are pleased to report that Microchip retained the number one position for 8-bit microcontrollers and once again gained market share in 2015. In the 16-bit microcontroller market too, we continued to gain market share, while in the 32-bit microcontroller market, our market share was about flat. The microcontroller market share data reported by Gartner is getting increasingly volatile, driven by the inclusion of smart card and NFC revenue, and is further exacerbated by our belief that this data is inconsistently reported by the company's survey. Smart card and NFC revenue has no bearing on the broad-based microcontroller market, which is a much more resilient and profitable business and where Microchip participates. We remain pleased with the performance and competitiveness of our 8-bit, 16-bit, and 32-bit microcontrollers in the broad-based market. Our overall microcontroller results are outperforming the market in a very competitive environment, and these results are a tribute to the relentless effort by the worldwide Microchip team. We have gained market share and we have a new product momentum and customer engagement to continue to gain even more share as we further build the best-performing microcontroller franchise in the industry. The addition of Atmel microcontrollers to our portfolio will further strengthen our position and performance in the microcontroller market. Moving now to analog products, our analog business was about flat in the March quarter as compared with the December quarter, and was up 34.6% compared to the year-ago quarter. In fiscal year 2016, which ended on March 31, our analog business was up 26.3% as compared to fiscal year 2015. The strong growth and increase in market share in fiscal year 2016 was a result of our organic growth efforts as well as the Micrel acquisition. Our analog business represented 30.2% of Microchip's overall revenue in the March quarter. We continue to develop and introduce a wide range of innovative and proprietary new linear, mixed-signal, power interface, and timing products to fuel the future growth of our analog business. Moving now to our memory business, which is comprised of our Serial E-squared memory products as well as our SuperFlash memory products, this business was down 1.8% in the March quarter as compared to the December quarter. We continue to run our memory business in a disciplined fashion that maintains consistently high profitability, enables our licensing business, and serves our microcontroller customers to complete their solution. Our Memory business represented 4.8% of Microchip's overall revenue in the March quarter. Now, an update about Atmel and where we are in the integration process. Since the close of the acquisition on April 4, we have spent considerable time understanding Atmel's businesses, organization, and systems. We're developing detail integration plans that are in various stages of completion. Where we've decisions made we begun to execute those plans while we continue to build and refine integration plans in other areas. Specific to the product lines here is where we're with our integration. We have combined Atmel's 8-bit AVR microcontroller business along with Microchip's 8-bit PIC microcontroller business under a single leader. The 8-bit AVR microcontroller, which is still very popular among a broad base of engineers, had atrophied under Atmel over the last five years as resources were diverted to touch and 32-bit microcontrollers. That stopped on April 4 as we reprioritized resources to reinvigorate the iconic AVR microcontrollers to drive growth. We expect to release a steady stream of innovative new AVR microcontrollers over the next 12 months that will lead its resurgence even as we continue to release a steady stream of innovative new 8-bit PIC microcontrollers. We have also combined Atmel's SAM 32-bit microcontroller and 32-bit microprocessor business along with Microchip's 32-bit microcontroller business under a single leader. 32-bit microprocessors, by the way, are a new product category for Microchip and are typically higher-performance and complex embedded control solutions. Unlike microcontrollers, which are Flash memory on chip, microprocessors have no Flash memory on chip and instead use much larger external Flash memories. Microchip had a PIC 32 microprocessor program, which was in its early stage of investment, and we have decided to terminate that investment as we can capitalize on Atmel's SAM 32 microprocessor roadmap, which is more advanced and already in significant revenue stage. Looking forward, we expect to continue to develop new SAM 32 and PIC 32 products exploiting specific areas of specialization that each company had carved out over the years while streamlining and harmonizing the technology and intellectual property building blocks that each will use. We have combined Atmel's wireless business and Microchip's wireless business under a single leader. The product lines have some overlap and roadmaps are in the process of being rationalized to bring the investment in line with what is appropriate for the business. In that light, one decision we made was to close Atmel's Dresden wireless development center in mid-April. There is more wireless investment rationalization that is left to do. We have combined Atmel's memory business and Microchip's memory business under a single leader. The product lines offer many substitutable products and while we will continue to support both product lines for any customer who cannot switch, for the great majority of the customers we will converge to a best-of-breed product which has the lowest overall cost and best overall customer value. We have also begun rationalizing the going-forward R&D investment to eliminate redundant projects either at Microchip or at Atmel. Atmel's touch business is in the process of being restructured into mobile and non-mobile, which is essentially the automotive and industrial businesses. We have identified the leadership structures required for two independent businesses. As we announced on April 4, the automotive and industrial touch business will stay with Microchip in the long run while the Mobile Touch business will be sold. We expect to have the two organizations in place sometime in this quarter and to begin marketing the Mobile Touch business soon after. Atmel's security solution business consists of a number of Crypto products. This is a newer field of play for Microchip and Atmel's offerings will add to and strengthen our security offerings as well as accelerate some of the solutions that Microchip had planned to independently develop. Steve will comment in more detail in his section about how we expect to see the accretion results roll out. Finally let me provide an update on Atmel's acquisition – on the Atmel acquisition in regards to our product line reporting. Atmel's standard microcontroller revenue including the automotive and industrial touch microcontrollers will be reported as part of Microchip's microcontroller product line. Atmel's analog revenue, which is predominantly made up of products for the automotive market will be reported as part of Microchip's analog product line. Atmel's memory revenue will be reported as part of Microchip's memory product line. Atmel had a product line called multi-market, which included the aerospace business, the legacy CPLD business, and their foundry services business. Microchip will adopt multi-market as a product line we report and we'll roll the revenue from our historical other product line, which consisted of manufacturing services, into this multi-market product line. Further, Atmel also has some legacy ASIC microcontrollers comprising either discontinued products, or products which had not had any investment for many years. We intend to include revenue from these products in the multi-market product line as well. As we mentioned during our April 4 conference call, Atmel's Mobile Touch business will be classified as an asset held for sale and we will only report the net profit or loss for this business below the operating line of Microchip's income statement. Let me now pass it to Steve for some general comments about our business, our guidance going forward, and some more about the Atmel integration. Steve?
Steve Sanghi - Chairman & Chief Executive Officer:
Thank you Ganesh and good afternoon everyone. Today, I would like to first comment on the results of the fiscal fourth quarter of 2016 and then provide guidance for the fiscal first quarter of 2017. I will also make comments on the progress of integration for Micrel and the newly acquired Atmel. Our March quarter financial results were very strong amidst a weak semiconductor industry backdrop. We achieved the high end of our net sales guidance, establishing a new record in the process, and we exceeded the high end of the guidance for non-GAAP gross margin percentage, operating profit percentage, and earnings per share. Our non-GAAP earnings per share was sequentially up approximately 11% from the December quarter due to improving sales, gross margin, and operating expense leverage. I hope that emphatically demonstrates the operating leverage left in our premium business model. Before I go into guidance, let me give you a brief update on the integration of Micrel and Atmel. On Micrel, we are essentially in the final stages of completing the integration. The two items remaining are both in the manufacturing area. The integration of backend operations into Microchip Systems is on schedule for August. The other item is the closing of the fab, and we have an update on that. We could have closed Micrel fab in August by building a large amount of inventory for the customers to switch to Microchip's 8-inch fabs. But as we have analyzed options after the Atmel purchase, we believe that a couple of processes are better transferred from the Micrel 6-inch fab to Atmel's 6-inch fab in Colorado Springs. This will require less inventory and result in lower risk to the customers and business units. Therefore, we are transferring the process to Atmel's fab, and we will structure the Micrel fab to a very small operation largely running a couple of those processes until they are qualified in the Atmel fab. We believe this will delay the final close of the Micrel fab by four months to December of 2016. The financial model of Micrel is starting to look very good. Recall that when we purchased Micrel about nine months ago, it was making a gross margin of 48.4% and the operating profit was 6.7% of revenue. In the December 2015 quarter, we achieved 49.5% gross margin and 18% operating profit from Micrel. I'm happy to report that in the March 2016 quarter, we achieved 53.2% gross margin and 22.8% operating profit from Micrel. We now believe that after we close the fab, the final operating profit model for Micrel will exceed 30% and will be above our original model. By the way, Supertex integration is complete. Final result
Operator:
Yes, sir. Thank you. And we first move to Vivek Arya with Bank of America Merrill Lynch.
Unknown Speaker:
Hi. Thank you for allowing me to ask question. This is Shankar on behalf of Vivek. On the Atmel business, can you talk about the growth in the various segments that you have analyzed after you acquired? Which are the segments you think is going to grow and how do you think you're going to position your products along with their products and strategically grow both product lines?
J. Eric Bjornholt - Chief Financial Officer & Vice President:
It's a little early for all the growth areas. Obviously we're coming up to speed in the different businesses. The investment roadmaps have been what they were. They were focused on 32-bit in touch alone. There wasn't as much on 8-bit. We see that as a potential area of growth for us going forward. There is some growth we believe in security, certainly in the microcontroller – 32-bit microcontroller and wireless areas that they have invested in. It's a little early to give you any specific numbers. We're working on that. We also have to look at how to balance that with investments Microchip has also been making in similar areas. So that's with respect to growth. On the positioning, I think we've very clear ways in, which products have areas of strength that they have developed. On 8-bit the AVR has a strong following a wide base of customers and applications, and so does the PIC microcontrollers. The biggest opportunity on that is going to be how do we take our analog products and create more attach around both company's efforts? Obviously we've been doing that on 8-bit for a long time now doing it for the AVR 8-bit as well. On 32-bit, microprocessors is an area that Atmel had as a strength. We hadn't been doing it. We will take that and run with it, and again, position the rest of our product lines to attach with their microprocessors. We expect on the microcontrollers that are ARM based as well as MIPS-based microcontrollers that will have PIC 32 and SAM 32 products. They each have different uniqueness around them have gone after slightly different markets. In some cases there could be commonality of customers. And so largely, on the microcontrollers, we're not expecting that these big shakeups in the roadmap. And then outside of microcontrollers really the rest of the product lines are reasonably well positioned.
Vivek Arya - Bank of America Merrill Lynch:
Got it. Just as a follow-up on the synergies from Atmel acquisition could you provide a split-up between how much will come from the COGS side things and OpEx side of things for fiscal 2017 and then maybe in out years will that incrementally be more on the COGS side or the OpEx side?
Steve Sanghi - Chairman & Chief Executive Officer:
We are not able to break down the synergies in OpEx or the COGS side or revenue growth. We've given combined numbers of the earnings per share accretion for fiscal 2017, 2018, and 2019 and you know a month after the acquisition as we've looked at it we're pretty much confirming that we can achieve those numbers.
Vivek Arya - Bank of America Merrill Lynch:
Okay. Thank you.
Operator:
Next question comes from Craig Hettenbach with Morgan Stanley.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Yes, thank you. Just a question on kind of the IoT piece of business, Steve. If you can just touch on you know how you're seeing design activity there and the relative growth of those type of products versus the overall MCU business?
Steve Sanghi - Chairman & Chief Executive Officer:
Well, our wireless business has been doing quite well for quite some time. And honestly, we're surprised about where Atmel got some of the reputation on being well positioned in IoT. As we looked at it now closer as we own it, the wireless business was less than half of Microchip's business and losing a very large amount of money. So we are dramatically restructuring Atmel's wireless business, combining with our wireless business, and coming up with a combined roadmap – some products from us, some products from them. In fact, just today we closed one of the design centers of their wireless, which was based in Dresden, Germany. But Microchip had a very strong momentum on wireless, and taking some of the good products from Atmel, it will further aid to it. But their wireless business wasn't really cracked up to really what they positioned it with the analysts and investors.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Got it. And then just as my follow-up for a comment on just the current environment. As you mentioned, this is a sort of growth period for you. Any anecdotes you can kind of point you in terms of as you made your way through the inventory correction, whether it's customer behavior or distributors, and how the business is being managed?
Steve Sanghi - Chairman & Chief Executive Officer:
Are you talking about Microchip's core business or Atmel's business?
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Microchip's core.
Steve Sanghi - Chairman & Chief Executive Officer:
So our business is running normal. We completed the inventory correction back in December quarter. As we reported, the distribution inventory was basically flattish. It was down by two days last quarter. Our internal inventory seems reasonable. So I don't really think there's movement going in either direction. I think the business is really normal. Our business represents the real demand today.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Got it. Thanks.
Operator:
Next question comes from John Pitzer with Credit Suisse
John William Pitzer - Credit Suisse Securities (USA) LLC (Broker):
Yeah. Good afternoon, guys. Thanks for letting me ask a question, and thanks for all the detail of the conference call. Steve, I guess my first question is if I adjust for the Mobile Touch business at Atmel, it looks like the June guide is sort of implying flat to down kind of 8%, maybe like down 4% at the midpoint. I'm just kind of curious to what extent do you think this is just a hangover of some of the distribution inventory problems you had versus maybe a portfolio that wasn't as strong as you had originally thought? And I guess, importantly, when do you think you get the core Atmel business back to some level of sequential and year-over-year growth?
Steve Sanghi - Chairman & Chief Executive Officer:
So, there were probably more than one question in there, but the Mobile Touch business of Atmel that we didn't include is about $14 million a quarter. So if you add it to the midpoint of our guidance that we provided, it's about $250 million. So it's really neither way up or down much. We basically feel that Atmel was in the middle of a very major inventory correction. There was a very, very large amount of distribution inventory as well as the inside inventory. We have seen some of that behavior with sell-in driven companies in our prior acquisitions also, but this one was really over the top. As we announced back on April 4, that – based on a sell-in driven revenue recognition, the revenue was only in the $220 million range. So there was really a massive inventory correction in distribution. If they were standalone then the revenue would just have been very, very low. And I think the second part of your question was when do we see growth. We believe we see stabilization beginning now, and it continuously improves. We are improving Atmel's systems on many different fronts, and you'll see the second half of this year to be significantly better than what you've seen in the first half.
John William Pitzer - Credit Suisse Securities (USA) LLC (Broker):
That's all for Steve. And maybe for my follow-up I know this doesn't impact the non-GAAP guidance you gave, but when you report sort of the below-the-line loss or gain from the Mobile Touch business, did you expect that business to be profitable? Is it a loss? And how we think about getting rid of that business relative to your accretion targets for Atmel?
Steve Sanghi - Chairman & Chief Executive Officer:
Okay. So the business is about $14 million in revenue, low-30s gross margin, and 33% range kind of gross margin, and it's losing money. And part of the issue is its expenses are extremely high and kept high by Atmel management, while the revenue was falling steeply down over the last year and the year before. So what we are doing is very, very aggressively cutting its operating expenses to size the business accordingly to get it close to profitability. And with that, we will market that business to be able to sell it.
John William Pitzer - Credit Suisse Securities (USA) LLC (Broker):
Helpful. Thanks, guys.
Operator:
Next question comes from Harlan Sur with JPMorgan.
Harlan Sur - JPMorgan Securities LLC:
Good afternoon and nice job on the quarterly execution. Your 16-bit and 32-bit businesses grew double digits sequentially in March. It's pretty solid results in a tough demand environment. I know you say broad-based, but any color, geography or end market-wise, as to the strong growth drivers? I know automotive continues to be an area of strength, but any color you can provide will be appreciated here.
Ganesh Moorthy - President & Chief Operating Officer:
There's nothing I can point my finger to and say this is what it was. Both businesses are like our overall microcontroller business. They are broad-based, thousands of customers, many, many, many different applications. And that work takes place over the years to establish those new designs. And as any overall improvement environment happens, we see that improvement in our business across a wide range of applications and customers. So nothing specific I can point to.
Harlan Sur - JPMorgan Securities LLC:
Okay. Thanks for that. And then I know the team had previously mentioned that China did not fall off a cliff in the March quarter. It's maybe the market (37:02). Is the team expecting the core Microchip China business to grow in the June quarter? Again auto in China appears to be an area of strength. I know you've got broad-based exposure here, but again, any areas in China that you're seeing strength? Is it more just inventory replenishment or do you think that is true demand pull?
Steve Sanghi - Chairman & Chief Executive Officer:
Well, yes, absolutely. Our June quarter business in China will be up sequentially over the March quarter. We were not able to break down by industry because we just don't roll up the revenue that way. It's broad-based. We are up in direct. We are up in distribution, so it's really fairly broad-based. Our China business will definitely be up in the March quarter.
Harlan Sur - JPMorgan Securities LLC:
Great.
J. Eric Bjornholt - Chief Financial Officer & Vice President:
It's really always up in June following the Chinese New Year funk that happened in the March quarter. So it's just a higher number of shipping days, but the demand environment is fine.
Harlan Sur - JPMorgan Securities LLC:
Great. Thanks for the insights.
Steve Sanghi - Chairman & Chief Executive Officer:
Welcome.
Operator:
Next question comes from Craig Ellis with B. Riley.
Craig A. Ellis - B. Riley & Co. LLC:
Yeah. Thanks for taking the question, and congratulations on the nice job in the quarter. Steve, I wanted to start off with a higher-level question. The team has had four weeks to be on the inside of the Atmel business. Could you summarize for us what your biggest takeaways are now that you're on the inside looking at that business versus what you thought you were getting when you closed the deal a month ago?
Steve Sanghi - Chairman & Chief Executive Officer:
That's a thoughtful question and probably requires a thoughtful answer. I think if you take it from the high level, in consolidation of any industry, there are companies at the bottom that have been underperforming for years. They are being forced by either their boards or the activists investors to seek strategic alternatives, which is another word for basically selling the company. Such consolidation is now taking place in the semiconductor industry, and we have been kind of one of the consolidators. Microchip has purchased a number of companies that were all underperforming, and in each of these companies we found some negative surprises after we bought the companies. But Microchip has systematically transformed the companies that we have bought into highly profitable enterprises performing in the Microchip business model. I've given you examples of SMSC, Micrel, and Supertex before. And we believe that we'll be able to do the same with Atmel. We have competed Atmel for years. What we knew of Atmel from outside was that they have very good products and technology. And a month after we have purchased them we've confirmed that many of Atmel's product and technologies are good, and they fit very well with Microchip's products, technologies, and our roadmaps. But at the same time, we always wondered why Atmel, with such good products and technologies, always underperformed and could not make even a third of the profit that Microchip made. We now have a deeper understanding of that. And the easiest way to describe that is they were very poorly managed. I will put that in five main buckets. First, very poor accountability for results. I mean, kept giving bonuses and raises or whatever, irrespective of the performance of the company. So very poor accountability for results. Number second, poor teamwork. As we have seen, teamwork between sales and operations and planning and inventory and just everybody does what they need to do, and very poor teamwork. Number three, very high spending culture. Obviously, operating expenses in excess of 40% of revenue. Number four, always swinging for homeruns and essentially getting struck out, versus Microchip building its businesses with singles and doubles. And finally, number five, very poor pricing discipline. So I think those are the five areas we've diagnosed. Again, poor accountability for results, poor teamwork, very high spending culture, swinging for fences for the homeruns, and very, very poor pricing discipline. So we have now combined most of Atmel's business units under Microchip leaders so that we can begin to teach and implement our system of teamwork, accountability, operating expense, discipline, broad customer base, and strong pricing discipline. As we have done with SMSC, Supertex, and Micrel, we'll be sharing that progress with the investors and analyst in the coming quarters. Atmel is not the first company and that I've been stressed over after purchasing them, but I'm confident that just like in other cases investors will like the results we deliver as we transform Atmel's good products and technologies to yield kind of Microchip kind of financial performance. So that's kind of how I see it.
Craig A. Ellis - B. Riley & Co. LLC:
Thank for that detail. The follow-up question is one related to prepared comments, and it deals with integration, some of the operational aspects of the new business, and it's in regards to the distribution channels and the sales teams. How long does it take to do a full cross selling training on each of the portfolios with the different channels and when do you expect to start to get the design win synergy off of that cross training?
Steve Sanghi - Chairman & Chief Executive Officer:
I would say it takes about three months to launch it, another six months to train it, and you start getting design wins in the second half, probably, after six, seven months. And then remember, production is another year, year and half, away at some earlier wins on analog and attach and places where the time to revenue could be shorter.
Craig A. Ellis - B. Riley & Co. LLC:
Thanks, and the last question is for Ganesh. Ganesh, I appreciate the careful walk through the product groups and the way Atmel is integrating with Microchip. I didn't hear you mention the 16-bit business. Where does that fit as the portfolios come together under either standalone leadership or leadership with one of the groups you did mention?
Ganesh Moorthy - President & Chief Operating Officer:
Okay. So, that's easy. There was no 16-bit business at Atmel. Microchip's 16-bit business continues as a standalone business.
Craig A. Ellis - B. Riley & Co. LLC:
Thanks, guys.
Operator:
And we next move to Chris Danely with Citigroup.
Christopher B. Danely - Citigroup Global Markets, Inc. (Broker):
Hey, thanks, Steve. I was going to ask a lot of questions but your response to the last prompted to me ask this one. So with Atmel's culture being pretty screwed up, A, have you had an acquired company that's been this bad? And, B, if you could share any anecdotes, and then perhaps talk to us about how long you think it will take get things in line there?
Steve Sanghi - Chairman & Chief Executive Officer:
Well, I think I kind of have been on record that this is probably the worst performing company I bought, and the size and scale of it kind of makes it that much more challenging. But we've a deep experience inside of Microchip. The people we have prepared and battle-hardened to do these integrations over many, many different acquisitions. Remember, we have done acquisition in memory, which was SST. We've done acquisitions in wireless before. We have done acquisitions in logic businesses like SMSC. We have acquired manufacturing assets before where we bought one of the test plant MMT. We bought a fab plant in Oregon. So across our diverse management structure, we have deep expertise in integrating acquired companies across many, many disciplines. And the entire – that trained and battle-hardened management team of Microchip is really at work at Atmel where essentially all but one or so of the divisions are today – business units are being led by a Microchip executive, and we're basically making the operational changes, the cultural changes, the teamwork changes. We have set up meetings already where operations and business units are in a common meeting, figuring out what the demand is, what we should build. Those things were not connected. Basically, business units throw a demand over the wall and the manufacturing group will invent and build it, and sales never booked that order and never won that design, and there are lots and lots of millions or parts sitting written off. And there was a very, very high amount of inventory write-off at Atmel when we look at the history of that. And it doesn't compare anything with Microchip where we are really well run, and rare that you have any kind of large inventory write-off. So we're implementing all of Microchip's processes, and as we implement Microchip's processes, then lot of the gross margin and other improvement will just happen because you don't write off the inventory, there's a better pricing discipline, there's less OpEx, and people are working together, all that kind of stuff.
Ganesh Moorthy - President & Chief Operating Officer:
Chris, I will also add there are lots and lots of great employees at Atmel, so, many of whom were yearning for an improvement in system and who are responding extremely well to our presence, our values. And so – we've seen this in other companies as well, that once you go below the top level, there are lots and lots of excellent employees who will be a big part of the contribution as we bring in the improvements that we need to make. And we already see lots of those people are thrilled to be liberated and to be able to thrive in the systems that we bring.
Steve Sanghi - Chairman & Chief Executive Officer:
We always say that management works on the system and employees work in the system. So employees work in a system with very little accountability and they were not empowered to really make, maybe possibly, the improvements that they could have made. And system was very top-down; there was too much bureaucracy in the system. As we have traveled to all the Atmel sites internationally, in places, that team has constantly come that there was so much central command and control from the headquarter where it took levels and levels of approvals and just there was a constipation of the funnel, essentially, where nothing got approved and nothing got done. And ours is a very distributed intelligence and distributed decision-making, and people empowered, where they work by our values. They know what they need to do, And so lots of people as we've travelled from Norway to France to Germany to Colorado Springs to other have really embraced us and said this is the kind of culture they have been yearning for.
Christopher B. Danely - Citigroup Global Markets, Inc. (Broker):
Great. Thanks, guys.
Operator:
Next question comes from Rajvindra Gill with Needham & Company.
Rajvindra S. Gill - Needham & Co. LLC:
Yes. Thanks for taking my questions and congratulations as well. This is a question with respect to Atmel's growth rate, and I think you touched upon it a little bit. But just want to get some more clarity. If you look at Atmel's revenue in 2015, it declined about 17% year-on-year, roughly. Now, there were a lot of one-time items that were contributing to that fall you've calculated. But I wanted to get a sense of kind of how you're looking at Atmel's three-year or long-term growth rate, putting aside some of the one-time events that occurred in 2015 and given the fact that two thirds of Atmel's revenue is really microcontrollers and your strategy of really kind of focusing on the two-thirds of the business. How do we look at kind of Atmel's longer-term growth rate?
Steve Sanghi - Chairman & Chief Executive Officer:
Well, I think any answer we give either would mean nothing, or you won't believe it. So one month after this, when I'm ready to talk about what happens to Atmel's revenue three years from now? What we're seeing is that there was a very, very large shipments into distribution where distribution inventory was out of sight and when you then measure revenue by selling the revenue had a steep fall off in the later quarters, which is what you're counting in a significant revenue drop of Atmel in 2015, and I'm not disagreeing that the revenue was down 17%, 17.5%. From the number that we're guiding you today we see this number to be the starting point of stabilization in Atmel's revenue. There is some more distribution inventory correction to go through, so the second half of this year should be stronger than the first half. Now, beyond that, with the better execution, combined roadmap, the good pricing discipline, great distribution methodology, our cross-selling distributor on each of those products, analog attach, and others, we need to produce a growth rate from Atmel which is at least as much as the industry. I don't think that will be that difficult from how atrophied it is. And we've seen that in our other acquisitions. Beyond that I can't really add the numbers to it.
Rajvindra S. Gill - Needham & Co. LLC:
Well, that's helpful, at least in terms of the thought process. Just following up, again, the microcontroller business is – put aside the changes in the revenue recognition – is roughly two-thirds of the Atmel's business. And then you have obviously the non-volume memory, RF auto, and multi-market....
Steve Sanghi - Chairman & Chief Executive Officer:
So it's not true that we're only focusing on the microcontroller business. We have two of our general managers focusing on the microcontroller business, one of 8-bit and one on the 32-bit. But we have another one focused on wireless. We have another one focused on the RF automotive business. We have another one focused on security. We have another one trying to combine the memory businesses of both the companies and they have some good memory products and we think we could do more and better with them. So I can't afford to ignore one-third of any business and....
Rajvindra S. Gill - Needham & Co. LLC:
No. I understand it. I'm just doing the math in terms of sensitivity. Every 250 basis points change in the microcontroller business has 180 basis point impact on revenue growth. And as you do – the same number, in terms of the one-third of the business only have 80 basis points. So that's what I'm just trying to get a sense of your thought process there?
Steve Sanghi - Chairman & Chief Executive Officer:
Yes. So the business has been declining so far with the March quarter as the bottom. And what we're trying to do is first to stabilize it here, recover from the distribution inventory issue in the second half, grow some, and then lots of good design wins are in the works.
Ganesh Moorthy - President & Chief Operating Officer:
The products and technologies are fundamentally good. and so we believe that a good foundation from which to begin the efforts needed to grow the business. There's every confidence that as we take those products, apply some of the disciplines that Steve talked, about get them into a combined channel, there's no doubt in my mind we'll find ways to grow that business.
Rajvindra S. Gill - Needham & Co. LLC:
Great. Thank you.
Operator:
The next question comes from Kevin Cassidy with Stifel.
Kevin Cassidy - Stifel, Nicolaus & Co., Inc.:
Hi. Thanks for taking my question. I just want to talk about the CapEx, your plans. It seems it's extremely low as a percentage of revenue. Is that just good timing or you expect that to expand in coming years or – and what is the CapEx (54:26)
Steve Sanghi - Chairman & Chief Executive Officer:
I guess I'd say we have the factory footprint that we need and we'll make incremental investments in the business as required. You'll probably recall that for Microchip's core business that we've pretty high CapEx in the first two quarters of last fiscal year, and with that we put some capacity in place that really isn't being utilized today. So we've got some capacity to grow into on that front. We still have a lot of work to do in determining how backend integration is going to work for Atmel. We've got some placeholders for that, but we think a $140 million is a good placeholder for the current fiscal year, and as we learn more about future investment needs we can update you on that.
Steve Sanghi - Chairman & Chief Executive Officer:
And Atmel revenue is down much more substantially. I mean our revenue is close to – it was record last quarter, but Atmel's revenue is down significantly from its higher numbers before. Earlier caller mentioned that 17% drop last year. So there is substantial space in their factories. So therefore, I think the capital investment should be relatively limited for growing the revenue going forward.
Kevin Cassidy - Stifel, Nicolaus & Co., Inc.:
Okay, great. Thank you.
Operator:
Next question comes from Mark Delaney with Goldman Sachs.
Mark Delaney - Goldman Sachs & Co.:
Yes. Good afternoon and thanks very much for taking the question. I was hoping I could better understand some of the dynamics around the Atmel revenue. And there was some discussion in some of the online publications around some of the larger customers potentially taking business away from Atmel post merger. And I was hoping you could clarify if any of the decline in Atmel's revenue is some of these larger customers may be taking business elsewhere.
Steve Sanghi - Chairman & Chief Executive Officer:
So I think I mentioned that Atmel had a very, very poor pricing discipline. So we have found businesses in Atmel, particular line items to particular customers, that were at negative gross margins where you're wrapping money around every part that you're shipping, and some of that happening even on non-commodity products, even microcontrollers. I mean, why would you do that? So I think as we try to correct those things – I put the brand in three different categories, three different positioning, and let me take that angle from a marketing standpoint. A company has a brand position which is really what do the customers think of the company. Then a company has a product position, positioning where – what does the customer think of the company's products. And then the third, a company has a pricing position where what do the customers think of the value the company provides to the customers on its products. So positioning is important three different ways
Ganesh Moorthy - President & Chief Operating Officer:
Jellybeans.
Steve Sanghi - Chairman & Chief Executive Officer:
Like jellybeans. So as Microchip starts to put the discipline in place and there are common customers where we do business with and they're same customers that Atmel does business with – and you've read something in paper where some ex-executives blabbering about and being pissed off or whatever because they no longer have a job or there cheese has been moved. But all these customers are doing business with Microchip. And they're doing business with Microchip. We're able to position our products at a much higher value, and we have substantially higher gross margin at the same customers where Atmel has a very poor gross margin.
Ganesh Moorthy - President & Chief Operating Officer:
So, we had no large customers that are designing out because of this in any way.
Steve Sanghi - Chairman & Chief Executive Officer:
Yes.
Ganesh Moorthy - President & Chief Operating Officer:
If anything, it's a converse. We have more conversations with large customers recognizing that the combined companies, Microchip and Atmel, to them represent a much more strategic supplier to them and wanting to have more discussions in that direction.
Steve Sanghi - Chairman & Chief Executive Officer:
Then on the top of that the sales force is commissioned. Atmel's sales force is commissioned. Microchip is not. And we have had conversations with sales people where we say, this is a negative gross margin business. Why do you do that? Well, I'm making commission on it. You can't take it away. So as you start to interrupt that environment and start to change that culture, you will get reaction from those people. And then somebody talks to the press. That's what you have read. We are doing what our investors would want us to do, is to have three better positioning, brand, products, and pricing.
Mark Delaney - Goldman Sachs & Co.:
This is very helpful. And there's a couple of just very quick clarifications around Atmel. Could you clarify what sell-in revenue is next quarter? I think the $225 million to $245 million is sell-through. And then one other clarification, I think you mentioned $14 million is excluded from revenue from Atmel around the Mobile Touch. And I thought last quarter it was maybe $6 million to $7 million. And maybe just help me reconcile those two figures. Thank you very much.
Steve Sanghi - Chairman & Chief Executive Officer:
So $6 million to $7 million is based on sell-in and the inventory was very, very high. The sell-thorough was $14 million, or around $14 million. So that's the difference on your second question. Regarding what is the sell-in revenue this quarter, we don't care. We really don't care. We are not going to stop the channel. We are not going to make any deals; that's another thing Atmel did. They basically made deals at the end of the quarter at lower prices and make deals with the distribution to give whatever so that – given revenue could be reported. We do not care about the sell-in. We never cared about sell-in on the Microchip side. We are going to work with the distributors to create demand and sell business to end customers at better prices and whatever distributors want to stock, we don't care about sell-in.
Mark Delaney - Goldman Sachs & Co.:
Thank you very much.
Steve Sanghi - Chairman & Chief Executive Officer:
Welcome.
Operator:
Next question comes from Gil Alexandre with Darfil Associates (01:01:31).
Unknown Speaker:
My question has been answered. Thank you very much.
Steve Sanghi - Chairman & Chief Executive Officer:
Thank you.
Operator:
Next question comes from Mark Lipacis with Jefferies.
Mark Lipacis - Jefferies LLC:
Thanks for taking my question. The first one is a clarification I think. If I wanted to compare like apples-to-apples on revenues going forward, the Touch business comes out of the top line. Did you say this 32-bit PIC business comes out of the top line and the Atmel Wireless comes out of the top line going forward? And then aggregate about – could you share with us what that was in the previous quarter?
Steve Sanghi - Chairman & Chief Executive Officer:
Mark, I don't know how you got all that. The only thing that comes out of the top line is the mobile piece of the Touch business. We're dividing the Touch business into two portions, the automotive and industrial on one side, which we're keeping, and the Mobile Touch on the other side, which we're not keeping, which last quarter was $7 million on sell-in, about $14 million on sell-through. That's the only thing that's coming out. Nothing else is coming from the top line. I don't know how you got wireless.
J. Eric Bjornholt - Chief Financial Officer & Vice President:
So the PIC microprocessor that Ganesh mentioned earlier, that was a project that was in development at Microchip. That was not producing revenue.
Mark Lipacis - Jefferies LLC:
Okay.
Steve Sanghi - Chairman & Chief Executive Officer:
Yeah, so it was a brand-new initiative at Microchip. In addition to our 32-bit PIC microcontroller line we were going to develop a PIC microprocessor line, which is with their higher end cores, they don't have Flash, it goes in a different market, they use Linux operating systems. It was a very, very large investment, and Atmel has already made that investment and had significant revenue on it. So we're not going to make those investments on our sides. But there was zero revenue. There was not even a revenue on it in the next year. And then nothing comes out of the wireless. Atmel ran a very, very small wireless business out of seven different design centers and we closed one of them, which was in Germany, in a very high cost region.
Mark Lipacis - Jefferies LLC:
Okay, that's helpful.
Steve Sanghi - Chairman & Chief Executive Officer:
And we continue to sell those products and market those products. There was a very small revenue coming out of that center. So there's nothing else; it's only the Mobile Touch.
Mark Lipacis - Jefferies LLC:
Understood that. Thanks for clarifying. And then I imagine there will be a restructuring charge in the June quarter. Is there a way to estimate that or give us a sense to how big that might be?
Steve Sanghi - Chairman & Chief Executive Officer:
We don't have it. We are not giving to give you a number and then want to be limited in any way to really live to that number. So restructuring charge will be whatever it will be.
Mark Lipacis - Jefferies LLC:
Fair enough. Thank you.
Operator:
And with no further questions in queue, I'd like to turn the conference back over to the management for closing remarks.
Steve Sanghi - Chairman & Chief Executive Officer:
Okay. We thank everyone for attending the call and asking some nice questions. We'll see some of you on the road. There are some conferences coming up. I'll personally be at the JPMorgan conference in Boston, and Eric, you will be...
J. Eric Bjornholt - Chief Financial Officer & Vice President:
So we're going to have to revisit the schedule but we're at another conference in early June.
Steve Sanghi - Chairman & Chief Executive Officer:
With that, thank you very much.
Operator:
And ladies and gentlemen, that does conclude today's conference. We do thank you for your participation. You may now disconnect. Have a great rest of your day.
Operator:
Good day, everyone, and welcome to this Microchip Technology Third Quarter Fiscal Year 2016 Financial Results Conference Call. As a reminder, today's call is being recorded. At this time, I would like to turn the call over to Microchip's Chairman and CEO, Mr. Steve Sanghi. Please go ahead, sir.
Steve Sanghi:
Thank you, and good afternoon everyone, and welcome to our fiscal third quarter 2016 earnings conference call. I would like to begin by saying how proud and pleased I am to be promoting Ganesh Moorthy to President and Chief Operating Officer. I am not going anywhere, and I will remain as Chairman and Chief Executive Officer. I will say more about it later in my comments, and let me know first pass this call to Eric Bjornholt who will walk you through our financial results. Eric?
Eric Bjornholt:
Good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today, as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO, and Ganesh Moorthy, Microchip's President and COO. I will comment on our third quarter fiscal 2016 financial performance, and Steve and Ganesh will then give their comments on the results, discuss the current business environment as well as our guidance, provide an update on the integration activities associated with the Micrel acquisition, and provide some additional commentary on our announced acquisition of Atmel. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin, and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effects of our acquisition activities and share-based compensation. Non-GAAP net sales in the December quarter were above the midpoint of our guidance at $552 million, and were down 1.3% sequentially from net sales of $559.4 million in the immediately preceding quarter. Non-GAAP net sales were $11.7 million higher than GAAP net sales, as we are reporting non-GAAP net sales on a full sell-through revenue recognition basis while GAAP does not recognize revenue on the sell-through of products sitting in the distribution channel on the date an acquisition occurs and when distributor contracts are changed to the standard Microchip format compared to the sell and revenue recognition contracts that Micrel previously had for certain of those distribution partners. We posted a summary of our revenue by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were 57.9% in the December quarter and at the high end of our guidance. Non-GAAP operating expenses were 28.5% of sales, below the bottom end of our guidance range, and non-GAAP operating income was 29.5% of sales, which was above the high end of our guidance. Non-GAAP net income was $138.4 million resulting in earnings per diluted share of $0.64 which was higher than our pre-announced results from January 19. On a GAAP basis, net sales were $540.3 million, and gross margins, including share-based compensation and acquisitions and related expenses were 54.2% in the December quarter. GAAP gross margins include the impact of $2.3 million of share-based compensation, $6.9 million of gross margin impacts from the distributor revenue adjustment I mentioned earlier, and $17.8 million in acquired inventory evaluation cost and acquisition related restructuring cost. Total operating expenses were $216.6 million or 40.1% of sales and include acquisition intangible amortization of $48.3 million, share-based compensation of $14.7 million, $1.5 million of acquisition related expenses, and special income of $5 million. GAAP net income was $61.2 million or $0.28 per diluted share. In the December quarter, the non-GAAP tax rate was 10% and the GAAP tax benefit rate was 22%. The non-GAAP tax rate reflects the benefit in the December quarter for the R&D tax credit reinstatement but we are including the benefit from R&D tax credit from previous quarters that were reinstated only in the GAAP results to make future periods more comparable. We expect our longer term forward-looking non-GAAP effective tax rate to be between 10% and 11%. Moving on to the balance sheet, consolidated inventory at December 31, 2015 was $319.5 million and includes $11 million of fair value markup on Micrel's inventory required by GAAP purchase accounting. Excluding purchase accounting adjustments, Microchip had 120 days of inventory at December 31, 2015, which is up by five days from the levels at the end of the September quarter. Excluding purchase accounting adjustments, inventory at our distributors was at 34 days, which is down one day from the September quarter levels. I want to remind you that historically Microchip's distribution revenue throughout the world has been recognized on a sell-through basis. Micrel has some distributors that historically recognize revenue on a sell-in basis. Microchip changed substantially all of the contractual relationships with these distributors during the December quarter which has resulted in sell-through revenue recognition in the future. Our non-GAAP revenue guidance provided in our release today is based on sell-through revenue recognition for the Micrel distributors for the entire March quarter in order to continue to provide investors with a view of the true end-market demand for our products. There will be a difference in GAAP revenue recognition as the inventory in the distribution channel at the date of the conversion to sell-through accounting will not be recognized as revenue for GAAP accounting purposes. The cash generation in the December quarter excluding our acquisition activities, our dividend payment, and changes in borrowing levels under our revolving line of credit was $172 million. As of December 31, the consolidated cash and total investment position was $2.398 billion, our borrowings under our revolving line of credit at December 31 were $1.008 billion, $288 million lower than it was on September 30 as we paid down a portion of the revolving line of credit. Excluding dividend payments, changes in borrowing levels and our acquisition activities, we expect our total cash and investment position to grow by approximately $140 million to $160 million in the March quarter. Capital spending was approximately $17.9 million in the December quarter. We expect about $28 million in capital spending in the March quarter and overall capital expenditures for fiscal year 2016 to be about $110 million, well below our previous guidance to the street of $125 million. We are selectively adding capital to support the growth of our production capabilities for our fast growing new products and technologies, and to bring in-house more of the assembly and test operations that are currently outsourced. Depreciation expense in the December quarter was $26.7 million. Over the past several years, Microchip's dividends paid to its shareholders has been treated as return of capital as Microchip did not have earnings and profits in the United States. As indicated in last quarter's earnings call, due to the integration of Micrel into Microchip global tax structure, Microchip will have earnings and profits in the United States in fiscal year 2016. For this transaction Microchip brought back about $250 million of offshore cash to the U.S. and we don't anticipate paying in the U.S. cash taxes on the amount as we will use net operating losses to offset the income. As a result, a portion of Microchip's calendar year 2015 dividends are taxable to shareholders versus the return of capital treatment from the last few years. We have posted a copy of the IRS Form 8937 on the Investor Relations page of our website which indicates the split between taxable dividends and return of capital for each dividend payment made during calendar year 2015. I will now ask Ganesh to give his comments on the performance of the business in the December quarter. Ganesh?
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. Before I start my prepared remarks, I'd like to take a moment to thank Steve, our Board of Directors, the Microchip Executive Team, and the over 10,000 employees of Microchip worldwide for the high honor and the distinct privilege they have bestowed on me to be the next President of Microchip. It has been the journey of a lifetime to have witnessed and contributed to the growth and success of Microchip, and I look forward to continuing that journey with the Microchip team as we scale new heights and achieve new business milestones in the years to come. Now let's take a closer look at the performance of each of our products lines starting with Microcontrollers. Our microcontroller revenue was down 3.5% in the December quarter as compared to the September quarter as we experienced the same broad-based weakness that the industry experienced. In calendar year 2015 our microcontroller business was down 1.4% as compared to calendar year 2014, and while we're not happy about the decline we are confident that we're gaining market share in every microcontroller segment that we compete in what was a difficult year for the overall industry. The official microcontroller rankings, we expect will be available in time for our next earnings conference call. We are continuing to deliver innovative new 8-bit, 16-bit, and 32-bit microcontrollers, as well as software and development tool solutions to compliment them which we believe will enable us to grow faster than the market and gain further market share. As we mentioned at our January 19 conference call, the addition of Atmel's 8-bit AVR microcontroller family and 32-bit ARM microcontrollers family we expect will enhance Microchip's industry leading 8-bit, 16-bit and 32-bit microcontroller offerings. Microcontrollers represented 58.5% of Microchip's overall revenue in the December quarter. Moving to Analog, our Analog business which includes Micrel results was up 4.1% in the December quarter as compared to the September quarter, and was up 3.6% compared to the year ago quarter. In calendar year 2015, our analog business was up 22.4% as compared to calendar year 2014. The strong growth and increase in market share in 2015 was the result of our organic growth efforts, as well as the Micrel acquisition. Our analog business represented 31.2% of Microchip's overall revenue in the December quarter, the highest percentage of our total revenue it has ever been. To put the size of our analog business in perspective, in the December quarter Microchip's analog business alone was almost the same size as all of Microchip was in the March quarter of 2009, and at an almost $700 million annual revenue run rate it is emerging as one of the larger analog franchises serving the embedded controlled market. We continue to develop and introduce a wide range of innovative and proprietary new products to fuel the future growth of our analog business, complemented by the products added to our portfolio through acquisitions. Now moving to the Memory business, our memory business which is comprised of our Serial E-Squared memory products, as well as our SuperFlash memory products was down 8.3% in the December quarter, as compared to the September quarter. We continue to run our memory business in a disciplined fashion that maintains consistently high profitability, enables our licensing business, and serves our microcontroller customers to complete their solutions. Our memory business represented 5% of Microchip's overall revenue in the December quarter. Now let me pass it to Steve for some general comments about our business, as well as our guidance going forward. Steve?
Steve Sanghi:
Thank you, Ganesh. Today, I would like to first comment on the results of the fiscal third quarter of 2016 and then provide guidance for the fiscal fourth quarter of 2016, including comments on the progress of integration for Micrel. Then I will provide some further commentary on some of the feedback we have received since the conference call about acquisition of Atmel. Our December quarter results were strong amidst a very turbulent macro and semiconductor industry backdrop. The quarterly results in non-GAAP revenue, gross margin percentage, operating expense percentage and operating profit percentage were all better than the midpoint of our guidance. Additionally, our non-GAAP diluted earnings per share came in at $0.64 which is above the $0.62 to $0.63 upwardly revised guidance we provided in the announcement of our preliminary results on January 19, 2016. I will now provide guidance for the March 2016 quarter. We believe that our business has stabilized and that the majority of the inventory correction is behind us. The March quarter is impacted negatively by the Chinese New Year holidays in Asia but it is also the strongest quarter of the year for Microchip in Europe. Based on our analysis of economic and semiconductor industry conditions, as well as our own business indicators, we are guiding the March quarter non-GAAP net sales to be between flat to up 3% sequentially. We expect non-GAAP gross margin to be between 57.9% and 58.1% of sales. We expect non-GAAP operating expenses to be between 27.3% and 27.9% of sales. And we expect the non-GAAP operating profit to be between 30% and 30.8% of sales. We expect non-GAAP earnings per share to be $0.65 to $0.69 per share. Now let me provide you with an update on the integration of Micrel. The integration continues to progress as planned, there were seven main elements of integration we had defined. Five of them are complete which are; number one, financial and business systems consolidation; number two, consolidation of Micrel's wafer fab starts planning; number three, integration of salesforce rep and distribution network; number four, integration of products lines and R&D activities; and number five, integration of human resources systems, equity plans, 401K, medical benefits, bonus plans etcetera. The remaining two areas which are progressing well but are not complete yet are; number one, the closure of Micrel San Jose fab which is on-schedule for August 2016; and number two, the integration of backend operational systems which also remains on-schedule for August of 2016. With this let me know provide guidance for accretion from the acquisition of Micrel. Micrel acquisition was about $0.07 accretive in the September quarter and was $0.038 accretive in the December quarter to non-GAAP EPS. This accretion will continue to increase and we now believe that we will achieve $0.30 of EPS accretion run rate from Micrel by the end of fiscal year 2017. This is up from $0.25 accretion target that we provided in the prior conference calls. These numbers depend upon the speed of integration efforts and the help of the underlying economy in general. Now some update about Atmel. I have visited Atmel's headquarter location in San Jose, and fab location in Colorado Springs and held all employee communication meetings and one meetings with the executive. Ganesh and I are headed to Europe in mid-February to visit Atmel's European locations in France, Germany, Norway and UK. We completed the U.S. Antitrust Filing last week and the filings in Germany and Korea are scheduled for next week. We are also targeting the F4 filing with the Securities & Exchange Commission in about a week. We continue to expect to close this transaction in the second calendar quarter of 2016. Since the announcement of the Atmel transaction and our conference call on January 19, most of the feedback from investors and analysts has been very positive that the deal makes sense. However, there are also areas where either we were not sufficiently clear or investors have further questions. We would like to provide more clarification regarding these concerns today. The general view that we have heard is that the current slow growth environment, that in the current slow growth environment investors like the self-help stories that can continue to generate growth despite the challenging macro environment. We have recently shared with investors Microchip's organic and total growth in the last six years to repeat just under metric from calendar 2009 to calendar year 2015, Microchip's organic compounded annual growth rate has been 8.3% per year and the total compounded annual growth including acquisitions has been 17.3% per year. Investors have commented that our management team has the best chance of turning around Atmel and making them successful. Now let us go into some of the concerns that investors and analysts have raised. First is leverage. Investors have raised a concern that the Atmel acquisition increases Microchip's debt-to-EBITDA leverage quite a bit and understandably have questions about the cash quotient and potential risk to the dividend. We have said in the conference call that after the stock buyback, our senior debt-to-EBITDA leverage will be 2.7 and our total leverage will be 4.5. We would like to point out that these numbers are before synergy. Once you factor in synergies, consistent with what companies like NXP and Avago have done in their coated leverage numbers, we expect our debt-to-EBITDA leverage to drop rapidly as follows. After the first year the senior leverage will drop from 2.7 to 2.3, and the total leverage will drop from 4.5 to 4. After two years the senior leverage drops to 1.9 and the total leverage drops to 3.4. And after three years the senior leverage will drop to 1.7 and the total leverage will drop to 3.1. As you can see -- as you can clearly see our debt-to-EBITDA leverage drops rapidly over the first three years after the close of the Atmel acquisition. Additionally, Microchip's management and the Board is fully committed to the dividend and does not see any risk to the dividend. The second question that has been raised is multiple architectures. We received this question at the last conference call also but we have continued to receive follow-on question about this. The comment from investors has been that Microchip in the past has been dismissive of the ARM architecture, so what has changed now? When Microchip was dismissive of the ARM architecture it was in response to investors question about replacing our PIC32 architecture which is MIPS based. In that regard, nothing has changed. We continue to hear from distributors and our customers that ARM has commoditized this market and Microchip's PIC32 based solutions are differentiated in superior products in the marketplace. Therefore, Microchip has no plans to shell one or the other architecture. We will be the only company that will have ARM architecture when the customer demands an ARM solution, and we will have PIC32 when we can sell a differentiated solution like we have been doing for several years. By the way, Atmel does not consider its ARM based products to be a commodity, nor do any of the other suppliers who are also trying to differentiate their products using different peripherals. This is consistent with what we have been saying for years that it is not about the core, it's about the total solution. Atmel's ARM32 based products and Microchip's PIC32 products are both successful in their own right, and we believe have strong ecosystems and market momentum to continue to be successful. As far as AVR and PIC are concerned, at the 8-bit architecture level these are both very mature solutions with fully developed product portfolios, development tools and ecosystems, and they can continue to coexist. There are PIC head engineers who like PICs and there are AVR freaks, a group on the web who like AVR. We cannot disappoint either and will continue to support both of these groups. But as we mentioned during our conference call, we do expect to find synergies by not having to duplicate the investment in IP building blocks that make up our microcontrollers. We believe that the investors are making the same mistakes that they made when they believed that SMSC's vertical products lines and automotive and personal computer business was an issue for us because we were based on horizontal market and sales. Investors have routinely underestimated Microchip's management's ability to transform the company's organization and resources to take on the challenge at hand. The third question raised has been revenue dis-synergies. Investors believe that not all of Atmel's products lines will meet Microchip's margin criteria and some segments will be exited or divested. Investors have pointed to our attempt to purchase Atmel in 2008 when we were going to divest a couple of segments to ON Semiconductors. While in 2008 Microchip was planning to sell the memory business and automotive business to ON Semiconductor, I must point out that while the memory business was a lower margin business for Atmel at that time, the primary reason for Microchip to divest those two businesses was affordability, not the margin. ON Semiconductor was going to bring $1 billion of cash into the deal. Without that Microchip could not afford to buy Atmel at the size Microchip was then. Since then Microchip has grown tremendously, and with a large market capitalization. Today we can afford the entire Atmel business ourselves. Secondly, Atmel has divested many of the low margins businesses, namely Smart Card, CDL Flash Memory business and some others. Today we see only 5% of Atmel business that is in mobile consumer electronics touch segment that is very low gross margin. We believe that there are significant positive synergies in this acquisition to easily override any potential negative synergy out of that 5% business which has declined very significantly already under Atmel's clock. Fourth question raised has been dis-synergy through multi-sourcing. There seems to be a misconception that both Microchip and Atmel microcontrollers are designed into the same circuit and therefore there will be some dis-synergy. We do not understand this concern due to different architectures Microchip and Atmel microcontrollers are never designed into the same circuit. There is also a concern that distributors will not sell a broad portfolio, we don't understand that either. If that line of thinking was to be true, then distributors should give all of Texas instruments business to me as they have a much broader portfolio than we do. Microchip and Atmel combined will do approximately $2 billion through their distribution channel. The combined product lines of Microchip and Atmel will be one of the most sought after broad-based product line with multiple opportunities for distribution for attaching Analog, Wi-Fi, Bluetooth, Memory, USB, Ethernet, timing products and others. The fifth concern raised has been -- our target is $0.33 accretion in fiscal year '17 and then $0.90 in fiscal year '19, this bridge is somewhat misunderstood. So let me clarify that. Let me first remind you about the accretion numbers again. They are $0.33 in fiscal year '17, $0.67 in fiscal year '18 and $0.90 in fiscal year '19. The accretion is coming from three factors. First, the operating expense reduction. Second, the gross margin improvement. And third, the revenue growth. The operating expense reduction is not a one year job, because of the size of the transaction we believe it will be a continuous effort over a three-year period to rationalize the R&D, as well as SG&A expenses and bring them into Microchip's cost structure. The gross margin improvement is also gradual through improvement of manufacturing efficiency, as well as higher or lower emphasis on products lines based on their gross margin. And then there will be revenue synergy also contributing to the EPS synergy. Atmel's revenue has been declining for the last five years as they have restructured out of the very large touch business, and they also sold the serial flash business with company called Adesto. We are confident that Atmel's revenue will widen [ph] in the first half of 2016 and then grow afterwards. We also see a significant opportunity to attach analog and other connectivity products to Atmel's microcontrollers like we have been successful with Microchip's microcontrollers. In fact, I see the analog attached opportunities with Atmel's microcontrollers to be a bonanza for our analog business. A combination of all these factors builds the accretion from $0.33 in fiscal '17 to $0.67 in fiscal year '18 to $0.90 in fiscal year '19. The final concern we have heard about is the size of the deal. Microchip has been successful in smaller deals, can we duplicate that success with this larger deal. Now I must say that we heard this concern when we bought SMSC also. SMSC was 4X larger than any deal we had done prior to that. Microchip today is a $2.2 billion company and is capable of taking on a larger acquisition compared to what we could do a few years ago. Atmel's business is also quite familiar to us which was unlike the case with SFT, SMSC etcetera. As I said before, Microchip management is capable of transforming its organization, resources and strategy to meet the challenges of a given time. Just today we announced the promotion of Ganesh Moorthy to President and COO. In addition to Ganesh deserving of the promotion, it is also a recognition of the fact that we are taking on an acquisition that's about 47% of our own size and it will require Ganesh and I both to manage this enterprise with all of the travel involved worldwide. We're also adjusting the organization below us to adapt to this new reality. Microchip is an incredible executive development machine. You may not know this but Microchip has not hired a VP level person from outside the company for over 15 years, although we have gained some VPs through our acquisitions. Through training, mentoring, and developing we have groomed our own executives that have replaced some of the retirements that have taken place, as well as provided the leadership bandwidth required to effectively manage the growth that we have experienced. You cannot imagine the familiarity, understanding, cohesiveness, speed of execution and constancy of purpose that it builds in the organization. This culture has been one of the hallmarks of our success. We have been able to extend this culture to our many acquisitions and we believe that we will be able to achieve the same with Atmel. I hope that it alleviates some of your concerns. In closing, I would like to say that the December quarter marks the bottom for us for this correction and we are expecting a low single-digit sequential growth in the March quarter. Beyond the March quarter we get into two back-to-back seasonally stronger quarters for Microchip. These quarters beyond organic growth will also have incremental accretion from the restructuring of Micrel and these quarters will begin to have accretion from the closing of the Atmel transaction. This triple effect coming from organic growth, accretion from Micrel and accretion from Atmel will set up the earnings growth momentum that we expect will lead us to a 23% non-GAAP EPS growth from fiscal year 2016 to fiscal year 2017. With this operator, will you please poll for questions.
Operator:
[Operator Instructions] We'll go first question to Vivek Arora [ph] at Bank of America.
Unidentified Analyst:
Thank you for taking my question and congratulations on the good execution. Steve you mentioned March as seasonal, and I think you said China down and I believe Europe and perhaps U.S. up. Given that you have exposure to such a large range of customers, what are you hearing from your customers just in terms of your specific demand environment? Do you think it appears normal or do you think there are ways versus what you would have thought entering this year? Thank you.
Steve Sanghi:
The demand environment in U.S. and Europe is about normal. The demand environment in China has been weaker than normal but we were the first ones to call the weakness in China which the industry has been experiencing for some time now. And we have modeled that weakness of China and especially also because of the Chinese New Year into our guidance that we have provided today.
Unidentified Analyst:
Got it. And the fact that probably squeezing just a quick follow-up on just microcontroller segment growth in calendar '15, I think you mentioned you gained share and assume that there were likely tailwinds from IoT and autos and other area. But then how do we explain the sales actually being down somewhat year-on-year? Was it an inventory issue? Was it geographic issue? Like one should have expected your sales to grow if you were gaining share and you had tailwinds from a number of these new secular road [ph] segment? Thank you.
Steve Sanghi:
Well, that depends on what the total number were for microcontrollers. As we have monitored the numbers and earnings report coming out from various other companies, the microcontrollers have been down significantly. So I think once the Dataquest numbers come out, Gartner data come out, you can see what has happened to the market share. We have tracked our performance against the SIA which come out more routinely and we have shown it to you at certain conferences and the grass has looked up into the right where we have been gaining share. Now gaining share doesn't necessarily mean that the numbers are up year-over-year, you could gain share with flat or 1% down business if the business shrunk more than that.
Unidentified Analyst:
Thank you.
Operator:
The next question comes from Harlan Sur at JPMorgan.
Harlan Sur:
Good afternoon, thanks for taking my question and Ganesh, congratulations on the promotion. On the $0.05 more of accretion you're targeting on an annualized basis exiting fiscal year '17, just wondering is that better synergies on the COG side or OpEx side or combination of both?
Steve Sanghi:
It's combination of three factors; better synergies on the OpEx, better synergies on the gross margin that we can now anticipate as we are getting closer to closing the fab, and we're also seeing significant revenue synergies as we have really taken their product line to our distribution and broad-based direct customers. We're seeing -- we are modelling some revenue synergies also. So $0.05 is a small difference but not that small either, $0.05 would be $11 million to $12 million on an annualized basis and that's how much better we are seeing Micrel today than we saw just a quarter ago.
Harlan Sur:
Great, thanks for the insight there, Steve. And then automotive, was there a relative and bright spot in the December quarter, I think we saw the -- number had a pretty strong snap out. I think you called it a relatively bright spot in your business last quarter. How do you see your broad automotive end markets trending here in the March quarter?
Steve Sanghi:
Ganesh?
Ganesh Moorthy:
Automotive was strong as you noted in the December quarter and continues to be a stronger segment than some of the other ones. It's consistent with what you've seen and in the other reports about automotive. It remains one of the more resilient market segments even in the broad-based weakness.
Harlan Sur:
Thank you.
Operator:
The next question comes from John Pitzer at Credit Suisse.
John Pitzer:
Yes, good afternoon guys, thanks for letting me ask the question. Ganesh, congratulations as well. You did a good job in the December quarter taking inventory down. In the press release you talked about growing inventory in the March quarter, and Steve, I'm wondering if you could just help me understand is that kind of normal seasonal or is that sort of a habitué [ph] of kind of your expectations for demand as you look beyond March. Give me the explanation behind the inventory going back up in the March quarter?
Eric Bjornholt:
John, this is Eric. So we had some extended shutdowns in the December quarter in our wafer fab that aren't going to repeat in the March quarter and that's the biggest change that's happened quarter-on-quarter.
John Pitzer:
That's helpful. Maybe I could sneak another one in. I guess Steve, the farm [ph] what you assumed Micrel did in the December quarter is going to do in the March quarter. It does look if you back that out as if the year-over-year growth for the core business is down, anywhere from 6% to 8% in December and down again 6% to 8% year-over-year at March which does seem to be lagging the peers. Now I know in your prepared remarks you said you feel confident that you're gaining share, I'm just hoping maybe you can help elaborate on that. And I think you also put the qualifier in there, in the markets that you address. And so help me understand, do you think that your served addressable market is growing slower than the overall addressable market for market controllers and that's one of the reasons for the disconnect?
Steve Sanghi:
I think in trying to calculate those percentages you are probably highly off on the Micrel revenue. Our numbers are in front of me where we could follow it offline. I don't believe your calculations are correct.
John Pitzer:
Okay. Could you just talk to in general why you're so confident that you're not losing share, that you're actually gaining share Steve?
Steve Sanghi:
Well, when we look at -- compare our 8-bit, 16-bit, 32-bit against SIA numbers we're confident that we gained share in 8-bit, we gained share in 16-bit, we gained share in 32-bit, and we clearly gained share in analog because there has been a significant growth in analog. We have declined some in the memory business; we declined in some of the other miscellaneous. When we have acquired these companies, these companies already did some of the foundry business. Supertex had some foundry business where any companies with this six inch fabs, they under loaded and they attempt to take odds and ends of foundry business doing some work for other people which goes on for years because nobody wants to move it, it's going to be small amount of work. When you close the fab that part of the business atrophies because nobody wants to transfer it to another fab. Atmel has some foundry business, also Supertex had it, Micrel had it. We put that all in the other, so I think when you look at all that our core businesses have all done well. You can compare our core business to Atmel, you can compare it to Renaissance [ph], you can compare it to anybody else and when the numbers come out from Gartner we can share that with you.
John Pitzer:
Helpful, thanks guys.
Steve Sanghi:
I think other thing John I would say is that we had largely broken out the organic versus inorganic numbers based on your request, you may recall. And I don't think it has helped us. You know the thing the investors and analysts have to recognize is that these acquisitions are an enormous amount of work, we take an enormous amount of Microchip executives and our people and our energy to bring these acquisitions which were underperforming, really doing nothing. Micrel had done 6.7% operating profit in the quarter we bought them. And now their operating profits are approaching 20% and will be 30% or higher by the time we are done. All that effort would have gone into our business. In many cases -- take the case of Micrel for example, we terminated one of our product, a Gigabit Ethernet and we decided to take a Gigabit Ethernet from Micrel and market it further because they were further along in the development of that product. So when you look at it year, two years, three years down the line -- when you guys, the way you interpret organic versus inorganic, you basically take all the earnings that we have produced, all the revenue that we have produced, all the work that we have done to take these acquisitions which were essentially making new -- no money, and make hundreds of millions of dollars from these acquisitions to bring them into 30% plus operating profit, and you take them out from the cap and saying our core business isn't doing well, thank you very much. Operator, next question.
Operator:
We'll go next to Craig Hettenbach at Morgan Stanley.
Craig Hettenbach:
Yes, thank you. Steve, just question on Atmel, you mentioned that you will be doing some visits and you meet with some of the executives into Colorado, just -- I just start to do these meetings, any additional color you'd provide in terms of kind of what you're learning incrementally about the business and how that fits into the deal?
Steve Sanghi:
Well, we're not learning much about the business at this point in time. Atmel is essentially not shedding anything about the business. We still see that Antitrust hasn't cleared and we still see the businesses as competitive. We're largely getting through the people, we tour the facility, we're learning where people are located, we're starting to formulate some initial thoughts about how we will go about the integration. We have done enough of these that we know what burdens we have to push and what we have to do so we can get there quite quickly. But in the two weeks that have passed, they are not letting us into the business yet.
Craig Hettenbach:
Understood. Just other follow-up in terms of kind of being at the bottom here and then you guys have seen some of this first and then been out in front of it. That said are there still any kind of variations by different geographies or end markets or from a bookings perspective at this point is that kind of stable and seasonal?
Steve Sanghi:
I don't have any end market commentary but from a geography standpoint it is clearly a distinction, I mean the world knows at this point in time that China is weaker than normal and we're finding that U.S. and Europe to be normal.
Craig Hettenbach:
Okay, thank you.
Operator:
The next question comes from Chris Daily [ph] at Citi.
Unidentified Analyst:
Thanks guys. Steve, just a question on the China weakness, you said you're baking it into the guidance this quarter. When you talk about the 23% EPS growth in fiscal '17 do you think the China weakness last beyond this quarter? And then if you could just share us your insights as to why or why not, that would be great. Thanks.
Steve Sanghi:
Chris, I'm not going to comment what the industry would do beyond this quarter but whatever our assessment is of that is baked into when they are talking about 23% EPS growth.
Unidentified Analyst:
Got it, okay. And then Ganesh, you commented on the automotive end market. To the extent you can -- can you just give us your comments on the other -- sort of main end markets, how they have been? How they are looking this quarter perhaps industrial consumer etcetera?
Ganesh Moorthy:
It is hard to predict exactly what segments are going to do and how they are going to do in the quarter. Clearly, we can see where the strength is. There is other softness we've seen in some of the China related -- many of China has consumer content that goes with it. Our PC segment is doing reasonably well, even though I know the macro PC has other issues because we play in some of the more value-added segments in the office computing, in the server side, some of the PC peripherals, all of that. And -- so there is nothing that stands out, I think automotive stands out because it's relatively strong compared to others.
Unidentified Analyst:
Got it. Thanks a lot guys.
Operator:
We'll go next to William Stein at SunTrust.
William Stein:
Great, thanks for taking my question. First, I'm hoping Steve you can talk a little bit about when you highlight the very strong accretion you expect from Atmel, can you talk a bit about how much you expect to come from revenue synergies and perhaps highlight how front end or back end loaded you anticipate that be?
Steve Sanghi:
Well, we did not break the synergies into OpEx growth margin and revenue growth and we're not going to. Some of the work has been done by our knowledge and assessment and experience and applying cycles of learning or the previous acquisitions. As I said earlier, Atmel management hasn't let us into the business to really do a bottoms up on product line by product line, cost by cost, wafer by wafer, ASP by ASP. So the analysis is not done at that level, it's done at a more higher level but our experience shows just look at Micrel, I mean this is the second or third time we have increased the accretion guidance on Micrel, we did the same thing with SMSC. So, we think the numbers we have given you are good but we are not going to break it down further by the three pieces.
William Stein:
Understood. Maybe one for Eric, I think you mentioned there was a special income of $5 million in the quarter, did I hear that right? And can you elaborate as to what that is and whether it repeats?
Eric Bjornholt:
Yes, so it does not repeat so we had a couple of things happen in the quarter. On the legal front we had a settlements that brought some income in the Microchip and there was a couple of settlements that went out and the net of those were essentially the $5 million.
William Stein:
Great, thank you.
Steve Sanghi:
Then not in the non-GAAP. Are they in the non-GAAP?
Eric Bjornholt:
Yes, they are not in the non-GAAP.
Steve Sanghi:
They are not in the non-GAAP; they are only in the GAAP.
William Stein:
Understood, thank you.
Operator:
We'll go next to Chris Caso at Susquehanna Financial Group.
Chris Caso:
Thank you. With respect to Atmel and just some of the comments that you had made regarding the amount of business I guess you'd essentially look to keep from that. You talked about, about 95% of the business -- I guess essentially meeting your margins criteria. Should we gather from that that as we go forward those 95% of the business lines you would continue them and eventually the goal would be to get those up to Microchip margin targets. Is that the right interpretation of what you said there?
Steve Sanghi:
Well, look at the history of what we have done. The same kind of concerns were raised with SMSC. Did we sell a product line from SMSC? Did we discontinue the PC business? Did we discontinue the other parts of the business? This question is raised every time. When we go in we assess the situation, we look at all the product lines, we see how it maps to our product line, what the margins are, we put higher focus on the product lines which we can grow faster at higher margin, we put less focus on the product lines that have lower margin and we change the model mix, we change the factory strategy, we shutdown factories, we move things around. In every acquisition we have gotten those results. Two weeks after announcing the acquisition and the one in which basically we got very little insight into the company because of competitive factors compared to any of our acquisitions. Why do you guys always assume that the gross margin improvement has to happen only from discontinuing the product lines, those pieces have been there before and they will always run? We didn't do that in the prior acquisition and yes, we got them into last quarter, the December quarter. Supertex gross margin was 17%, actual data.
Ganesh Moorthy:
Chris, if you look at the January 19 presentation that we put up and we announced the transaction I think you will see what our top process was relative to gross margin overtime and expenses overtime as we combined the two companies. And you will see that there is improvement in all areas that we're planning on.
Chris Caso:
Right, okay. Just addressing one of the other things you had brought up with Atmel as well, and the leverage. Maybe you could speak to how you have looked at this perhaps under different macro conditions and obviously neither you nor I can predict what the macro does over the next two or three years. But how have you looked at this through a bunch of different market conditions? I know in the past when we've hit downturns, you've been able to ramp back OpEx for Microchip in order to protect EPS. Do you feel the same confidence in the ability to do that on the Microchip with some leverage as you're in the process of paying down at leverage from the deal?
Steve Sanghi:
Yes, I think the answer of that is yes. And I think I spoke about it in the last conference call. I mean do you really think conservative management like Microchip will take on this acquisition and leverage without doing a real heavyweight downside analysis and seeing in there where the leverage gets to -- is there any threat to the dividend, what happens to the cash flow, what happens to the capital, do you think we really would do that? So, trust us that we did a real bottoms up analysis and what happens in every downside is our capital needs dry up. Then we have shared with you before in graphs that our capital needs are self-sustaining but a small amount of capital is sustaining but then the rest of the capital is kind of growth in new technologies and all that. And what we find is in a down environment the capital needs dry up. When the capital needs dry up, there is a huge cash flow that comes up because you don't have to really spend all that money on capital. So, we did a downside analysis and the total leverage metric is 5 and the senior leverage hurdle is 3 and we don't really get close to those by taking all those factors into account.
Chris Caso:
Alright, thank you.
Operator:
The next question comes from Harsh Kumar at Stephens Investment Banking.
Harsh Kumar:
Steve, I wanted to ask you about analog, you talked about it being a bonanza. Could you just tell us about -- I know that the Microchip analog attach rate is very high for its own microcontroller. What is your expectation with Atmel? Do you think you can get a similar level of attach rate with some of their products? Is there anything that Atmel makes that you can leverage through your salesforce? Any color would be great.
Steve Sanghi:
Harsh, the answer to that is yes. Where it works is, a customer sits down to lay out the board and when they choose a microcontroller they start to write the code and the analog is fit in later. I need a supervisor, I need an LDO, I think I need an A to D converter, I think I need this and that. So those are things that you can attach it on the microcontroller and many time those selections are made many months later. But when a microcontroller manufacturer like us has its own analog, so one of the advantage we have is we can sample all the things that customer needs in their application, right away. So when the customer is ready, it's handy already, it's available in front of his eyes. And the attach rate to the Atmel's microcontroller would be very similar, that's the first thing we would do to take all of their black diagrams worldwide that exists out to customers and really see whose analog is around.
Harsh Kumar:
Got it, very helpful Steve. And then as a follow-up if I can ask you, I've seen you acquire a bunch of companies here in the last seven/eight years, and most of them have been successful, some underway to that track. When you buy a company Steve, when you look at a new acquisition, what kind of up margin goals do you have for them? We have seen some of the older ones that are done well into the 30s but is there a number or hurdle rate that you can share with us or perhaps even arrange or qualitatively even?
Steve Sanghi:
I think Harsh I rather not because that becomes a model for the next acquisition regarding what I could pay.
Harsh Kumar:
That's fair, appreciate it.
Operator:
We'll take the next question from Raj Bindra Gill [ph] at Needham & Company.
Unidentified Analyst:
Yes, thanks for taking my questions. Steve, I was wondering if you could talk a little bit about the IoT strategy going forward now that you've acquired Atmel's assets. And can you talk a little bit about what they bring to the table and what you have with your existing portfolio and how you think you would be able to get -- generate competitive advantage with respect to that market?
Steve Sanghi:
As just in the last call, that -- IoT is very hard to define, what you put in IoT and a lot of people put the entire microcontrollers in IoT and if you do that we've been well over a $1 billion of business but very strict definition of IoT would be really not counting the microcontroller but when really the application is really connected on the internet wirelessly through Wi-Fi, Bluetooth or whatever. So, I mean our IoT business is approximately twice the size of Atmel's IoT business, I mean somebody could count it differently how you define it but counting apples-to-apples. So it grows that business by 50%. We had all the functionality; we had the Wi-Fi, the Bluetooth, the BLE. So we had all the functionality, from that standpoint we don't really get something new but when you get a scale -- 50% larger scale, and secondly when you get into individual specs and products, people could argue my product is better than, mine is lower power and mine is larger range, and this and that and that and the combination of those we're going to get in some cases way better and in some cases they are better. Together we will cover more of the market with 50% larger scale.
Ganesh Moorthy:
And if I can add to that, I think the other part of IoT which is growing is the security of the nodes themselves and Atmel does have awesome good products line that address that. So you put the two together, it's a more powerful combination than what we had individually.
Unidentified Analyst:
And as my follow-up, in terms of the consolidation that's occurring in the semiconductor industry, how do you look at your competitors are positioning now with the acquisition of Atmel, say vis-à-vis NXP/Freescale who are also going to have a large portfolio of 8-bit to 32-bit microcontroller assets. Thank you.
Steve Sanghi:
The way we look at it is, we don't look at any of the acquisition that is a must for us. We have not preceded any of the past acquisitions we have done with the eye towards that it's an acquisition that we must do. We have done them because we found them, we were able to get them either at a reasonable price or we're able to build a model where it would make sense but you've seen us walk away from acquisition, like we've walked away from CSL, we walked away from many, many other that did not come in the public domain. We competed with Freescale when there were multi-billion dollar revenue company, $4 billion to $5 billion revenue company, and Microchip was just a $100 million, $200 million then $500 million and then $1 billion. And we have constantly competed being a much smaller company with assets, with TI, with Freescale, and with ST-Micro and others. Scale is important but just scale for the sake of scale with not good products lines and not good execution and all that -- lot of larger companies have terrible business model. Still Atmel to compete with NXP and Freescale we could compete with both of them individually and together ourselves fine. We did Atmel for the reasons we have described earlier.
Unidentified Analyst:
Thanks for that.
Operator:
The next question comes from Kevin Cassidy at Stifel.
Kevin Cassidy:
Thanks for taking my questions and congratulations Ganesh. What are the strengths that Microchip has had with your microcontrollers if you have a consistent development tool for 8-bit, 16-bit and 32-bit? Do you plan on bringing the Atmel products under that same development tool umbrella, is that possible or will you be running two separate tools?
Ganesh Moorthy:
It's early days, Atmel also has a very good development tool environment that they run for their products and as we move forward, we'll look at other ways for Atmel products to work under the Microchip development tools, other way is for Microchip products to work under the Atmel development tools. There is a lot more to be discovered and done and when we get to the stage where we can engage in more detail with them. Development tools to the engineers are a very touchy subject and it's one that it's important for them to feel comfortable designing with our entire portfolio, we thought they've gotten used to. And I think that our ways to slowly overtime building the ability for each other's products to be fit underneath the development tools that are available. So, more to come on that but I think both companies have strong development tools, Microchip obviously has had them over the entire 8-bit, 16-bit, 32-bit portfolio and Atmel has one for the AVR products and one for the ARM products. And we'll look for ways to make it so that design engineers find it sticky using our development tools.
Kevin Cassidy:
Alright. Okay, great.
Steve Sanghi:
Let me add little bit to it. I just kind of get the feeling here that Investor Analysts have made too much of it. For years, yes, we have had a common development tool because we could. All these things were developed internally at 8-bit and 16-bit was an internal architecture and one of the thing – reason, part of the reason we also choose MIPS was because we were able to work with them in a way that we could bring them into a common development environment and Microchip tool set we want to extend to MIPS architecture. But no other company has it. Freescale has number of development environments for Power to PC, for ARM architecture, for the 8-bit product line, 16-bit product line. Atmel has them, AVR, they have -- number of other companies have the similar. Silica [ph] have 8051 for 8-bit and then it's ARM for 32-bit, so no other company has it, those companies aren't dead. Now true if we had bought a company with the same architecture, it will be incrementally better but I think Street is looking at like it's dead, like it breaks that tool and then therefore it is the end of the world. These are highly successful product lines in their own right. At other companies they have existed with multiple architectures, they can exist under multiple architectures at Microchip. We already have -- we have a on-development tool that sells products from SMSC, Rob [ph] Networks had it. So we use other architecture, we use 8051, we use ARP, we use ARM but it's predominantly our own architecture, we would agree with it but we have already in the last few years with other smaller acquisitions already introduced ARM-based products. And if you were taking an ARM-based product that had no momentum, that was nowhere then that would be promotable challenge to develop it but it's a successful product line, and so is the AVR 8-bit. So I just think -- look at it in that light. And on the ARM itself for eight years you guys have hounded us for not having ARM that was a negative. Now we have ARM and somehow it's negative again. You can't have it both ways.
Kevin Cassidy:
Okay. I wasn't taking that as a negative but what about as we look out there, your automotive business, where are you getting more attraction? Is it with microcontrollers or analog?
Ganesh Moorthy:
It's both. Again, as Steve mentioned earlier on, we don't go into a socket trying to win a single product in it. We obviously get in early because the microcontrollers are some of the earlier decisions that people have to make but it's microcontrollers, it's analog, it's memory, it's the clocks. And as we broaden the portfolio it gives us more opportunities to attach in a given application, automotive or otherwise.
Kevin Cassidy:
Okay, thank you.
Operator:
That is all the time we have for this call. Mr. Sanghi, at this time I will turn the conference back to you for any additional or closing remarks.
Steve Sanghi:
Well, I just wanted to say that thanks for attending the call today. And there are number of conferences we'll be going to in the month of February and early March and we'll see you on the road. Thank you very much.
Operator:
That concludes today's call. Thank you for your participation. You may now disconnect.
Executives:
J. Eric Bjornholt - Vice President & Chief Financial Officer Ganesh Moorthy - Chief Operating Officer Steve Sanghi - Chairman, President & Chief Executive Officer
Analysts:
Craig M. Hettenbach - Morgan Stanley & Co. LLC Harlan Sur - JPMorgan Securities LLC Christopher Caso - Susquehanna Financial Group LLLP Christopher B. Danely - Citigroup Global Markets, Inc. (Broker) Craig A. Ellis - B. Riley & Co. LLC Gil Alexandre - Darphil Associates Harsh V. Kumar - Stephens, Inc. William Stein - SunTrust Robinson Humphrey, Inc. Kevin Cassidy - Stifel, Nicolaus & Co., Inc. Mark Lipacis - Jefferies LLC
Operator:
Good day, everyone, and welcome to this Microchip Technology Second Quarter and Fiscal Year 2016 Financial Results Conference Call. As a reminder, today's call is being recorded. At this time, I would like to turn the call over to Microchip's Chief Financial Officer, Eric Bjornholt. Please go ahead, sir.
J. Eric Bjornholt - Vice President & Chief Financial Officer:
Thank you, and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's President and CEO, and Ganesh Moorthy, Microchip's COO. I will comment on our second quarter fiscal 2016 financial performance, and Steve and Ganesh will then give their comments on the results, discuss the current business environment as well as our guidance and provide an update on the integration activities associated with the Micrel acquisition, which closed on August 3. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin, and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effects of our acquisition activities and share-based compensation. Non-GAAP net sales in the September quarter were above the midpoint of our upwardly revised guidance at a record $559.4 million, including $39.5 million of non-GAAP net sales from Micrel, and were up 4.8% sequentially from net sales of $534 million in the immediately preceding quarter. Non-GAAP net sales were $18 million higher than GAAP net sales, as GAAP does not recognize revenue on the sellthrough of products sitting in the distribution channel on the date an acquisition occurs. Revenue by product line in the September quarter was $334.3 million for Microcontrollers, $165.3 million for Analog, $30.2 million for Memory, $23.2 million for Licensing, and $6.5 million of Other. Revenue by geography was $107.5 million in the Americas, $114.7 million in Europe, and $337.2 million in Asia. I remind you that we recognize revenue based on where we ship our products to, which tends to skew some of the revenue towards Asia where a lot of contract manufacturing takes place. On a non-GAAP basis, gross margins were 57.9% in the September quarter and above the high end of our guidance. Non-GAAP operating expenses were 27.5% of sales, near the bottom end of our guidance range, and non-GAAP operating income was 30.4% of sales, which was above the high end of our guidance. Non-GAAP net income was $142.9 million, resulting in $0.66 per diluted share, which was at the high end of our upwardly revised guidance and $0.03 above the midpoint. On a GAAP basis, net sales were$ 541.4 million, and gross margins, including share-based compensation and acquisition related expenses, were 55.6% in the September quarter. GAAP gross margins include the impact of $2.4 million of share-based compensation, $11.5 million of gross margin impact from the distributor revenue adjustment I mentioned earlier, and $9.1 million in acquired inventory evaluation cost and acquisition related restructuring cost. Total operating expenses were $226 million or 41.7% of sales and include acquisition intangible amortization of $43.8 million, share-based compensation of $20.6 million, $1.1 million of acquisition-related expenses, and special charges of $6.6 million. GAAP net income was $64.9 million or $0.30 per diluted share. We had GAAP non-recurring unfavorable tax events in the quarter of $6 million, which were primarily driven by reporting a valuation allowance against some state tax credits. In the September quarter, the non-GAAP tax rate was 11.5%, and the GAAP tax benefit rate was 20.3%. The GAAP tax rate was favorably impacted by the impact of some of the Micrel acquisition purchase accounting adjustments. Our tax rate is impacted by the mix of geographical profits, withholding taxes associated with our licensing business, and the tax effect of various non-recurring items. Excluding any non-recurring events, we expect our longer-term forward-looking non-GAAP effective tax rate to be between 11% and 12%. To summarize the after-tax impact that the non-GAAP adjustments had on Microchip's earnings per share in the September quarter, acquisition-related items were about $0.229, share -based compensation was about $0.067, non-recurring unfavorable tax events were about $0.028, and non-cash interest expense was about $0.036. The dividend declared today of $0.3585 per share will be paid on December 4, 2015, to shareholders of record on November 20, 2015. The cash payments associated with this dividend is expected to be about $72.9 million. This quarter's dividend will be our 53rd consecutive quarter of making a dividend payment. We have never made reductions in our dividend, and, in fact, this quarter's increase marks the 47th occasion we have increased the dividend payment, and our cumulative dividends paid are $2.66 billion. This program continues to be an important component of how we return value to our shareholders. During the same time period that Microchip has paid dividends, we have also purchased back $1.4 billion of our stock, excluding the issuance and subsequent buyback of the shares in the Micrel acquisition. Our combined cash returned to shareholders since the inception of our dividend program is over $4 billion. Moving on to the balance sheet, consolidated inventory at September 30, 2015, was $363.8 million and includes $37.2 million of fair value markup on Micrel's inventory required by GAAP purchase accounting. Excluding the purchase accounting adjustments, Microchip had 125 days of inventory at September 30, 2015, which is up by two days from the levels at the end of the June quarter. Excluding purchase accounting adjustments, inventory at our distributors is at 35 days, which is down two days from the June quarter levels. I want to remind you that historically Microchip's distribution revenue throughout the world has been recognized on a sellthrough basis. Micrel has some distributors that are recognizing revenue on a sell-in basis. Microchip is changing the contractual relationships with these distributors during the December quarter, which will result in sellthrough revenue recognition in the future. Our non-GAAP revenue guidance provided in our release today is based on sellthrough revenue recognition for the Micrel distributors for the entire December quarter in order to provide investors with a view of the true end market demand for our products. There will be a difference in GAAP revenue recognition, as any inventory in the distribution channel at the date of the conversion to sellthrough accounting will not be recognized as revenue for GAAP accounting purposes. The cash generation in the September quarter, excluding our acquisition activities, our dividend payment, and changes in borrowing levels under our revolving line of credit, was $150 million. As of September 30, the consolidated cash and total investment position was $2.586 billion, and our borrowings under our revolving line of credit were $1.296 billion. Excluding dividend payments and our acquisition activities, we expect our total cash and investment position to grow by approximately $110 million to $120 million in the December quarter. Capital spending was approximately $29.9 million in the September quarter. We expect about $30 million in capital spending in the December quarter and overall capital expenditures for fiscal year 2016 to be about $125 million. We are selectively adding capital to support the growth of our production capabilities for our fast growing new products and technologies and to bring in-house more of the assembly and test operations that are currently outsourced. Depreciation expense in the September quarter was $26.2 million. Over the past several years, Microchip's dividends paid to its shareholders have been treated as return of capital, as Microchip did not have earnings and profits in the United States. Due to the Micrel acquisition, Microchip will have earnings and profits in the United States in fiscal year 2016 as we restructure their business into Microchip's corporate structure, which produces a lower tax rate by moving Micrel's foreign intellectual property rights offshore. Through this transaction, we expect to bring back about $250 million of offshore cash to the U.S., and we don't anticipate paying any cash taxes on that amount as we can use net operating losses to offset that income. We do not have an exact calculation of how much of the dividend payments will be classified as taxable dividends versus return of capital, but our initial estimates are that between 80% and 90% of the calendar year 2015 dividend will be taxable as dividends to our shareholders. We will provide a more accurate estimate of the taxable portion of the dividend in early January. This is a one-time event associated with the Micrel acquisition, but it could occur again in the future if an acquisition with a similar fact pattern to Micrel occurred. I will now ask Ganesh to give his comments on the performance of the business in the September quarter. Ganesh?
Ganesh Moorthy - Chief Operating Officer:
Thank you, Eric, and good afternoon, everyone. Since this is the first time we are including results from Micrel, before I jump into the product line details, let me remind you how we will be reporting Micrel's results as part of our public reporting segments. As Eric has already mentioned, what's included in our reporting is a partial quarter of Micrel's September quarter results, starting from the close date of August 3. Of the Micrel revenue, approximately 3% was derived from foundry services where Micrel manufactured custom products designed by customers. This revenue is included in our public reporting segment called Other. The remaining 97% of Micrel's revenue was derived from products developed by Micrel. Of this revenue, over 99.5% of Micrel's revenue this quarter is part of our Analog reporting segment, while less than 0.5% of Micrel's revenue this quarter is part of our Microcontroller reporting segment. With that clarification, now let's take a closer look at the performance of each of our product lines starting with Microcontrollers. Our Microcontroller revenue was down 4% in the September quarter, as compared to the June quarter. We experienced the same broad-based weakness that has been reported by many of our peer group companies. In aggregate, over the last four rolling quarters, our Microcontroller business was up 2.7% over the prior four rolling quarters. We are continuing to deliver innovative new 8-bit, 16-bit, and 32-bit microcontrollers that we believe will enable us to grow faster than the market and gain further market share. Microcontrollers represented 59.7% of Microchip's overall revenue in the September quarter, down a little from last quarter, as Micrel's revenue contributed predominately to our Analog reporting segment. Moving to Analog, our Analog business, excluding Micrel results, was about flat in the September quarter, as compared to the June quarter, and was up 3.6%, as compared to the year ago quarter. In this business too, we experienced a broad-based weakness that has been reported by many of our peers. In aggregate, over the last four rolling quarters, our Analog business was up 8.6% over the prior four rolling quarters. Our Analog business, including Micrel results, was up 30.1% in the September quarter, as compared to the June quarter, and was up 34.8%, as compared to the year ago quarter. Including Micrel, our Analog business represented 29.5% of Microchip's overall revenue in the September quarter. We continue to develop and introduce a wide range of innovative and proprietary new products to fuel the future growth of our Analog business, complemented by the products added to our portfolio through acquisitions. Moving to our Memory business, which is comprised of our Serial E Squared (13:53) memory products as well as our SuperFlash memory products, this business was down 4.8% in the September quarter, as compared to the June quarter. We continue to run our Memory business in a disciplined fashion that maintains consistently high profitability, enables our licensing business, and serves our microcontroller customers to complete their solution. Our Memory business represented 5.4% of Microchip's overall revenue in the September quarter. Now a short update about Micrel and where we are in the integration process. Micrel's Analog Power business and Ethernet business have been completely integrated into Microchip's businesses that focus on the same segments. Micrel's Timing and Communications business remains a standalone business that is part of our Analog reporting segment. This is a brand-new field of play for Microchip that we are excited about and see sales synergies with our existing product lines. It also gives us visibility into a range of applications and customers that are new to Microchip, who could be customers for our microcontroller, analog, and memory products. The sales and manufacturing integration continues to go well against our plan. Steve will comment in more detail in his section along with how we expect to see the accretion results rolling out over time. Let me now pass it to Steve for some general comments about our business, the Micrel acquisition, as well as our guidance going forward. Steve?
Steve Sanghi - Chairman, President & Chief Executive Officer:
Thank you, Ganesh, and good afternoon, everyone. Today, I would like to first comment on the results of the fiscal second quarter of 2016 and then provide guidance for the fiscal third quarter of 2016, including comments on the progress of integration for Micrel. Our September quarter results were better than our upwardly revised guidance. The revenue, gross margin percentage, operating expense percentage, and operating profit percentage were all better than the midpoint of our guidance. Overall, we executed the quarter extremely well amidst very difficult industry conditions and ended the quarter with an all-time record net sales. We also achieved the top end of our upwardly revised non-GAAP earnings-per-share guidance and beat the midpoint by $0.03 per share. The June quarter was also our 100th consecutive profitable quarter. I want to thank all the employees of Microchip for their dedication and contribution in this remarkable achievement of 100 consecutive profitable quarters, an achievement unmatched in our industry. I also want to thank our 90,000 plus customers worldwide for the trust they place in us in selecting our solutions as well as our shareholders, particularly our long-term shareholders, who have steadfastly supported us as we built one of the best semiconductor franchises in the industry. I will now provide guidance for the December quarter, including Micrel revenue. December quarter is seasonally our weakest quarter of the year. Investors should be careful in calculating this seasonality because in 2012, we completed the acquisition of SMSC on August 2, and in 2014, we completed the acquisition of ISSC on July 18. Therefore, December quarter for those years reflected full quarter of revenue from acquisitions, while September quarter included partial quarters and hence the stronger seasonality for the December quarter. The exact calculation of seasonality without the effect of these two acquisitions for the past five years is minus 3.03%. We believe that industry conditions continue to be very weak. At the same time, we began this inventory correction earlier than most companies and believe that we are nearing the end of it. We expect our net sales in the December quarter, excluding Micrel, to be down between 2% and 6% sequentially. We expect Micrel sales for the full December quarter to be between $51 million and $54 million. Adding Micrel sales, we expect the headline total net sales for Microchip for December quarter to be between $539.7 million and $563.5 million, which are between up 0.7% to down 3.5% sequentially. As we're nearing the end of this correction, we expect the March 2016 quarter to be sequentially up by low-single-digit. I want to remind you that the guidance we are providing is for non-GAAP revenue, which will include sellthrough from the distributors of Micrel. The GAAP revenue will be lower since GAAP does not account for products sold through distributors that were shipped prior to the acquisition effective date. In the current quarter, we will also be converting many of Micrel distributors from sell-in revenue recognition to a sellthrough revenue recognition to be consistent with that of Microchip. We expect non-GAAP gross margin to be between 57.7% to 57.9%, slightly negatively impacted by the full quarter of lower gross margin of Micrel. We expect non-GAAP operating expenses to be between 28.6%, and 29.3% of sales, and we expect the non-GAAP operating profit to be between 28.4% and 29.3% of sales, again, negatively impacted by the full quarter of higher expenses and lower operating profit of Micrel. We expect the non-GAAP earnings per share to be between $0.58 to $0.64 per share. Now, let me provide you with more updates on Micrel acquisition and integration. First of all, taking advantage of market volatility, Microchip repurchased the entire 8.626 million shares issued in the Micrel acquisition on the open market. This purchase was made at a net price of $42.17 per share, which is lower than the $42 – $42.888 price at which we issued shares in the Micrel acquisition. Since then, the stock price is up about $6.80 per share, so we made an excellent decision, and it substantially improves attrition from the Micrel acquisition. Ganesh has already covered some of the elements of our integration planning. I will cover a few other areas. After studying the business systems of both companies, we have laid out a plan that will transfer all of Micrel to Microchip's business systems. On November 1, 2015, just last week, late last week, we transferred all of Micrel's business to Microchip's IT business and financial systems. Current quarter's financial close will be on both systems, but for the next quarter, we will have the whole company on only Microchip's IT business and financial systems. Regarding manufacturing, Micrel operates a small 6-inch fab in San Jose, California, that is about 30% utilized. We have begun transferring all of the Micrel products from its 6-inch fab to Microchip's 8-inch facilities in Tempe, Arizona, and Gresham, Oregon. We currently anticipate that we will complete the transfer and close Micrel's fab in about one year from the acquisition date of August 3. Regarding backend manufacturing, Micrel subcontracts 100% of its assembly and test. Many of the packages that Micrel uses are different than Microchip's, but many are same. As in the other acquisitions, we are doing a careful make versus buy analysis on each package and product type. We have already decided to begin transferring some products from outside subcontractors to Microchip's Thailand facility. We will be transferring many more products over time, but keeping in mind that completing the closure of San Jose fab is our highest priority. Microchip is also combining the manufacturing systems, wafer ordering, assembly and test management, shipments and warehouses, all these items are at various stages of integration and should all be completed by the end of first calendar quarter of 2016. Regarding sales force in the current quarter, we are combining sales forces and distribution of both companies. We expect that this will provide an expanded distribution channel for Micrel's products. With this, let me now provide guidance for accretion from the acquisition of Micrel. Micrel acquisition was about $0.007 accretive in the September quarter. We expect the Micrel acquisition to be about $0.011 accretive to the December quarter non-GAAP EPS. This accretion will continue to increase every quarter, reaching approximately $0.25 annual run rate by the end of calendar year 2016. These numbers depend upon the speed of integration efforts and the health of the underlying economy, in general. Finally, let me provide guidance for the long-term financial model for Micrel. Our track record has shown that Microchip has been able to improve the business model of its acquisitions, and our combined business model has remained virtually unchanged. As an example, in case of Supertex acquisition, which we closed on April 1, 2014, the gross margin last quarter was over 60%, and the operating profit was over 30%. At the same time – at the time of the acquisition, Supertex gross margin was 47%, and operating margin was only 9.3%. We believe that after San Jose fab of Micrel is closed and the oldest 6-inch inventory has been depleted, we will improve the financial model of Micrel also to be equivalent to that of Microchip. Given all the complications of accounting for the acquisitions, including amortization of intangibles, restructuring charges, and inventory write-up, Microchip will continue to provide guidance and track its results on a non-GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters, and we request that the analysts continue to report their non-GAAP estimates to First Call. With this operator, will you please poll for questions?
Operator:
Thank you And we'll take the first question from Craig Hettenbach with Morgan Stanley.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Yes. Thank you. A question for Steve, just given some of the consolidation we've seen across semis, you guys have been very successful integrating a number of small to mid-sized deals. What's your view in terms of – do think you can replicate that success with bigger deals over time?
Steve Sanghi - Chairman, President & Chief Executive Officer:
Yes. We can replicate that success in the bigger deals, but we haven't found a deal that meets our purchase metrics.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Okay. And maybe just as a follow-up to that specific question, of the deals that you've done, I mean, the synergies are pretty clear in terms of improving margins. Any updates on ISSC or Supertex in terms of some revenue growth drivers that may be emerging as you look out over the next 12 to 18 months?
Steve Sanghi - Chairman, President & Chief Executive Officer:
So, yes. I gave the example of Supertex business model, which has improved very nicely, and we are – basically have lots of different design wins on Supertex that are in various stages of the incubation process. The design wins to production timeframe is usually a year and a half to two years on these complex designs, really from the date of the acquisition. So Supertex acquisition is now about 18 months, so I think probably another six months or more to go, and we should start to see some growth coming from these new design wins on Supertex. Regarding ISSC, I'll let Ganesh comment on it, how we're gaining the acceptance of Bluetooth worldwide with our ISSC efforts.
Ganesh Moorthy - Chief Operating Officer:
So when we acquired ISSC, their sales force was predominantly focused in Taiwan and in South China. But the opportunities for the Bluetooth products are really global, and over the last year plus, post the acquisition, the rest of the Microchip sales teams and channels have been working to expand the number of designs at customers that are Microchip traditional customers, and many of the applications that Microchip is strong at, so that all is activity that is in progress. We expect it will accrue as a design cycle gets completed, but we today have worldwide coverage of the ISSC product lines for Bluetooth opportunities as compared to what we inherited when we acquired the company.
Craig M. Hettenbach - Morgan Stanley & Co. LLC:
Thank you both for the color.
Operator:
And our next question is from Harlan Sur with JPMorgan.
Harlan Sur - JPMorgan Securities LLC:
Hi. Good afternoon. Thank you for taking my question. It's clear that some of your peers that have a sell-in based disti model are now working through inventories in the channel and at their customers, and in some cases, it's a pretty substantial inventory buildup. Obviously, you guys have been under shipping consumption and normal seasonal trends now for about four quarters. Steve, how confident is the team? What metrics are you looking at to give you confidence that in the March quarter, customer inventories are in the right place and that you'll be shipping to consumption and seeing some potential growth?
Steve Sanghi - Chairman, President & Chief Executive Officer:
Well, Harlan, it's exactly the same question that investors and analysts have asked at a similar time in every cycle. We basically do not measure visibility by backlog, because it tends to vary by lead-times. We measure visibility by analyzing our business region by region, customer by customer, division by division, distributor by distributor, and looking at the inventory and sellthrough and all that. So just like we see the effects of the industry events earlier and began this correction earlier, we can also see that we are ending this correction earlier, and we are now poised to resume growth in the March quarter. We were telling you when nobody was admitting that there is a substantial sell-in driven inventory build being built in distribution, and we were not getting a lot of agreement from a lot of the analysts at that time. But now you have seen, as the results have come out, that there is a substantial inventory build, and a number of companies are guiding down quite substantially, as they take that drop because of sell-in driven revenue recognition.
Harlan Sur - JPMorgan Securities LLC:
Thanks, Steve.
Steve Sanghi - Chairman, President & Chief Executive Officer:
Yeah.
Operator:
Next will be Chris Caso with Susquehanna Financial Group.
Christopher Caso - Susquehanna Financial Group LLLP:
Yes. Thank you. For first question, perhaps, you could talk about what you're seeing from a geographic perspective. Obviously, a lot of your peers have seen weakness that was really focused on China. And then, following on from that, Steve, given your commentary on the March quarter, typically you do have the Chinese New Year effect that affects your March quarter with growth elsewhere. Is that sort of still what you're expecting, and that's kind of baked into your expectation where we'll see some growth in the March quarter?
Steve Sanghi - Chairman, President & Chief Executive Officer:
Yes. I mean, as far as China is concerned, I mean, we actually called it first. We were seeing substantial issues in China at thousands of small customers, who pull their horns very, very quickly because when the small customers make a mistake just once, the end result is you go out of business, while the large companies have substantial cushion and can carry inventories and correct them over time and can cash flow and buy through distributors and contract manufacturers and can return parts and do all those things. And many of the small customers, when they make a mistake, there is no second chance. So that's why our visibility to thousands and thousands of small customers have always taught us over the years and over the decades actually that we get a glimpse of what's coming ahead in the business first, and which is what we had told you. So, yes, the problems materialized in China as we expected. Now, as you look at the next quarter. Yes, it's a year of the Chinese New Year, the quarter of the Chinese New Year, and we will expect our business in China and Asia to be sequentially down. But we make up for that elsewhere with a very, very strong Europe and a good America. And many times, our March quarter is sequentially up, and we expect this time, too.
Christopher Caso - Susquehanna Financial Group LLLP:
Okay, great. Moving on to some of your commentary with regard to Micrel and the accretion that you expect, specifically getting to that $0.25 run rate by the end of the year, is really the catalyst for that getting the fab closed, and you talked about that, I guess it's around the August timeframe? And am I right to expect that that's the biggest driver of getting to that full-year accretion number?
Steve Sanghi - Chairman, President & Chief Executive Officer:
Yes, that's the biggest driver. But there are others, too, as we continue to, for example, this quarter we moved all the IT and business and financial systems to Microchip. In the next quarter, you see a lot of the – some of the results, some of the expense and other reductions coming from that as we're not running two parallel systems, so there's accretion all along, every quarter higher. But the big one comes from fab, and it doesn't happen right away when the fab closes. It happens more after when some of the older higher-priced 6-inch inventory is sold, which is about six months after the fab closes. So that's why I'm saying around the end of next calendar year.
Christopher Caso - Susquehanna Financial Group LLLP:
Right. And just the final follow-on, how would we see that in the gross – do you have a metric we can look at in terms of how that will benefit gross margins?
Steve Sanghi - Chairman, President & Chief Executive Officer:
Well, I mean, you should expect that that will – just like Supertex, we began with 47%, and last quarter its gross margin was over 60%. And that was exactly six quarters after we closed the Supertex deal. So six quarters after we close the Micrel deal, you can expect the gross margin to have a 6 in front of it.
Christopher Caso - Susquehanna Financial Group LLLP:
Great. All right. Thank you.
Operator:
The next question is from Chris Danely with Citigroup.
Christopher B. Danely - Citigroup Global Markets, Inc. (Broker):
Thanks, guys. I didn't know I went from Jewish to Italian overnight. Hey, just a quick follow-up on Caso's question. So, Steve, between these cost savings on the OpEx versus gross margin side, would you say it's one third on the OpEx and two-thirds on the gross margin, or any little bit of color there would be appreciated?
Steve Sanghi - Chairman, President & Chief Executive Officer:
On the Micrel accretion?
Christopher B. Danely - Citigroup Global Markets, Inc. (Broker):
Yeah.
Steve Sanghi - Chairman, President & Chief Executive Officer:
I haven't done the math on one-third, two-third, but I think the Micrel expenses are in the mid-30% range. And as we bring them towards mid-20% range, that's the synergy you should get from that. And then, the gross margins grow from, let's say, 50% to 60%.
Christopher B. Danely - Citigroup Global Markets, Inc. (Broker):
Yeah. Perfect. And then just for a brief follow-up, so I think most of your competitors have reported, you've seen their results or looking at your results, I mean, essentially, you guys are guiding for normal seasonality. I mean, how do you feel about your positioning versus the competition right now if you take a look at what your competitors have reported?
Steve Sanghi - Chairman, President & Chief Executive Officer:
Well, Chris, why don't we just talk about our business and what we see and let them worry about theirs?
Christopher B. Danely - Citigroup Global Markets, Inc. (Broker):
Okay. Fair enough. Thanks.
Steve Sanghi - Chairman, President & Chief Executive Officer:
Yeah.
Operator:
The next question is from Craig Ellis with B. Riley.
Craig A. Ellis - B. Riley & Co. LLC:
Well, thanks for taking the question. I'll start off with one for Ganesh. Ganesh, acknowledging that the Analog and MCU businesses have hundreds of products and tens of thousands of customers, the growth variance between the two seem to be at the wide end of what we typically see. Is there anything in particular going on in the two product lines, or is that just the byproduct of what we're seeing as we kind of wrap up an inventory correction?
Ganesh Moorthy - Chief Operating Officer:
The question – you said the growth between the two product lines are – say that again, please?
Craig A. Ellis - B. Riley & Co. LLC:
About 400 basis points difference, MCU is down 4% sequentially, Analog was flat. That 400 basis point variance, at least in my model, is at the wider end of the range we typically see.
Ganesh Moorthy - Chief Operating Officer:
Quarter to quarter, you're going to have small changes that are there. Analog has been growing faster for several quarters as you've seen. We're continuing to complement our organic growth with the acquisition growth, as well, over time. I would not take anything particular out of the numbers in one quarter, where you have a small difference in growth rate between Microcontrollers and Analog. Both product lines continue to perform well in terms of new designs, and we expect will continue to grow across the 8-bit, 16-bit, 32-bit spectrum in Micros and across a broader spectrum in Analog.
Craig A. Ellis - B. Riley & Co. LLC:
And a follow-up on the upside, it sounds like all of the Micrel parts will port into Microchip fabs. One, is that so, and two, as we look at Microchip's internal versus external production capacity, where are we overall right now and where will we be once the Micrel port in is done?
Steve Sanghi - Chairman, President & Chief Executive Officer:
So, yes, confirmation that all of Micrel's parts will port into Microchip's two 8-inch facilities with the only exception that 100% of Micrel's parts don't run into Micrel fab. What was that number?
Ganesh Moorthy - Chief Operating Officer:
I'd say 70%.
Steve Sanghi - Chairman, President & Chief Executive Officer:
About 70% of their products ran in their own 6-inch fab and the rest ran in professional foundries. We're not bringing any of the professional foundries parts in at this stage, nor do we plan in future. We're simply bringing all the parts from the Micrel 6-inch fab to inside. The second part of your question was what?
Craig A. Ellis - B. Riley & Co. LLC:
Microchip's internal fab intensity.
Steve Sanghi - Chairman, President & Chief Executive Officer:
We can absorb all of Micrel products in our inside fab and still have plenty of clean room space left over in our Oregon fab to really add many, many hundreds of millions of dollars of additional revenue, so there's no really problem. There's lots of clean room space here to install the equipment as we go. With several quarters of weak performance we have had driven by very weak market, our factories are not full today. We just took a nine-day shutdown in our Oregon fab in the month of October, and in the current quarter, we have scheduled a similar shutdown in our Arizona fab in December. So even after absorbing all of Micrel products, I think we still have internally slightly higher inventory, not fully loaded, room to expand, and no problem.
Craig A. Ellis - B. Riley & Co. LLC:
That's helpful color, Steve. Thank you, and then the last one a detail for Eric. You mentioned the $250 million cash onshoring. When will that occur, Eric?
J. Eric Bjornholt - Vice President & Chief Financial Officer:
That will happen this month.
Craig A. Ellis - B. Riley & Co. LLC:
Thanks, guys.
Operator:
The next question is from Gil Alexandre with Darphil Associates.
Gil Alexandre - Darphil Associates:
Good evening. My question has been answered, and congratulations on that stock purchase. Thank you.
Steve Sanghi - Chairman, President & Chief Executive Officer:
Thanks, Gil.
Operator:
And we'll go next to Harsh Kumar with Stephens.
Harsh V. Kumar - Stephens, Inc.:
Yeah. Hey, a question for Steve and Ganesh. Guys, we've heard auto business commentary ranging from so-so, okay, all the way to horrible, at least in the short term – call it, last quarter, quarter and a half. I'm curious how your auto business is tracking relative to what we're hearing in the industry?
Ganesh Moorthy - Chief Operating Officer:
We have a range of both applications we're designed into as well as regions of the world. The overall automotive business was down in the quarter. Obviously, there are parts of the world where automotive is not doing as well. But there are also other parts of the world where it has been strong, and the sellthrough has been strong, the U.S. as a good example. So it follows geographically where the sales have been. But automotive continues to be in the current environment one of the stronger segments relative to the other segments for us.
Harsh V. Kumar - Stephens, Inc.:
Understood. Thank you, Ganesh. And then, Steve, in your commentary, you talked about inventory correction nearing the end. But I gather, just reading between the parts and pieces that you talked about, that demand is still, call it, lackluster at best. As investors and as sell-side guys, what can we follow to get an idea as a factor, when demand will start to tick up for Microchip?
Steve Sanghi - Chairman, President & Chief Executive Officer:
Well, considering we do business with 90,000-plus customers, it's very, very hard to really latch on to any kind of indicator. Most market checks that you occasionally – that you guys occasionally refer to does not seem to work for our business very, very well. We do business with – so, for example, just two weeks ago, I was in Asia, and I spent two weeks there. I met during that trip – I personally had meetings with 60-plus Asian distributors, at their presidents and product marketing heads that drive Microchip business, 60-plus, personally. And so, that's the view on a first-hand basis I bring to you regarding what I see there. And you cannot match that by any kind of so-called channel checks. So I just have trouble telling you really what you could track, because the business is just so diversified, so broad and 90,000 plus customers.
Harsh V. Kumar - Stephens, Inc.:
Understood. Thanks, Steve.
Steve Sanghi - Chairman, President & Chief Executive Officer:
Welcome.
Operator:
The next question is from William Stein with SunTrust.
William Stein - SunTrust Robinson Humphrey, Inc.:
Hi. Great. Thanks for taking my question. First, a housekeeping one. Revenue total, I guess, I would call it non-GAAP revenue for Micrel, was that $39.5 million or higher than that?
J. Eric Bjornholt - Vice President & Chief Financial Officer:
$39.5 million was Micrel's revenue, non-GAAP.
Steve Sanghi - Chairman, President & Chief Executive Officer:
For two months.
William Stein - SunTrust Robinson Humphrey, Inc.:
For the two – understood. One other, understanding that we appear to be passing through the bottom of this cycle, I'm wondering if you can give us a view as to what growth coming out of it looks like. It seemed that in December of last year, Steve, you – as I recall, you seemed to indicate that we were coming out of it and then quickly sort of back into this not very good demand environment. I think now you're telling us we're sort of approaching the end of the inventory correction. How should we expect growth coming out of the cycle to look, both near-term where we'd normally expect sort of more of a snap back than just normal seasonality? And then, longer term how do think the business grows?
Steve Sanghi - Chairman, President & Chief Executive Officer:
Well, you know, if you look at last year, in December, we were coming out of that, and our March quarter was sequentially up last year without any effect of any acquisition, totally clean. Our March quarter was sequentially up. And then, lots of other events developed, the whole falloff of the Chinese stock market, lots and lots of customers invested their money in the Chinese stock market and lost it, and Chinese payment terms are starting to mimic Italy. In many cases, our distributors are telling us they're concerned about getting paid. People are pushing out schedules, pushing out launch of the new products, cutting down the run rates, cutting down inventories, so there are additional things that happened. Now, all that environment is currently dialed in our guidance. You know, question is does it get any worse than that? Is there another shoe to drop or driven by anything. That we don't know. That kind of view we don't have. This is based on what we are able to see today.
William Stein - SunTrust Robinson Humphrey, Inc.:
Thank you.
Operator:
And the next question is from Kevin Cassidy with Stifel.
Kevin Cassidy - Stifel, Nicolaus & Co., Inc.:
Thanks, Steve. Just going into a little more detail of the 60-plus distributors that you met with in Asia. Are they stocking distributors or more of a design type distributors that would prefer that you hold the inventory and they sell through?
Steve Sanghi - Chairman, President & Chief Executive Officer:
No, all these distributors, they hold the inventory. They also have dedicated application engineers for Microchip, which help the customer to design-in our products into the end customer socket. And then, they ship it from the inventory. The Asian distributors will hold in months of inventory, lesser inventory than an equivalent U.S. distributor will hold just because they work on much lower margin. So if they work on a lower margin, they have to hold lower inventory. Otherwise, it's not affordable. But they're all stocking distributors. So these are not like reps. What you're talking about is either reps or...
Ganesh Moorthy - Chief Operating Officer:
Design houses.
Steve Sanghi - Chairman, President & Chief Executive Officer:
Design houses and things like that. We have some of those, too, but these people I'm talking about are real-life distributors.
Kevin Cassidy - Stifel, Nicolaus & Co., Inc.:
Okay. So maybe for some of the visibility that maybe the design houses have, are you seeing design activity? Is this what gives you some optimism that you'll see a uptick in demand, that there's new designs happening?
Steve Sanghi - Chairman, President & Chief Executive Officer:
So Asia-wide consolidated – I have the number for worldwide, also. I don't have it on my fingertips. But entire Asia combined – Asia, China, Taiwan, Japan, Korea, everything – all Asia combined, our total design win dollar revenue was 15% higher this year than it was last year. So when I look at on the graph, how on a monthly basis design win dollars progressed, it was 15% higher than a year ago. But when you look at the net new revenue created from those designs this year versus the net new revenue created from new design wins last year, it was about a fourth of it, which was – and it was consistent geography to geography, distributor to distributor. Whether you look at Japan or you look at Korea or you look at China, it was really no different, which was a broad-based sign of very good excellent design win activity, but customers were all holding back, either not taking their designs to production or running much lower run rate in dollars on those designs in terms of unit consumption or not having the money to launch it. The effects of the Chinese stock market crash, I talked about. So this was universal across the board. And sooner or later, those customers got to run their businesses, also. When they take those designs to production, you will see sort of the other side of that, a very pent-up new product design activity. As it goes to production, the business really takes off.
Kevin Cassidy - Stifel, Nicolaus & Co., Inc.:
Okay. Thank you. Very good color. Thanks.
Steve Sanghi - Chairman, President & Chief Executive Officer:
Thanks.
Operator:
And we'll go next to Mark Lipacis with Jefferies.
Mark Lipacis - Jefferies LLC:
Hi. Thanks for taking my question, and congratulations on 100 consecutive quarters of profitability. A question for Eric, the fact pattern, could you describe or give us a framework for thinking about the fact pattern that you have with Micrel that allows you to bring back cash tax-free? What are the circumstances there? Of the deals that you look at, as you guys look at, what percent of the targets or potential targets that you've been looking at have this kind of a fact pattern that might be – allow you to bring back more cash? Thank you.
J. Eric Bjornholt - Vice President & Chief Financial Officer:
So, obviously, every transaction is different than the next. But in Micrel's situation, they had not really done any foreign tax planning. And unlike most companies in our space that are maybe more mature or higher revenue, higher profits, they've done that. And so, all of Micrel's IP was sitting, intellectual property, was sitting in the U.S. And so, to get that into our structure, we have to move that value of that intellectual property offshore. Microchip is sitting on some net operating losses in the U.S. that can soak up that income coming in. That's net operating losses that have been generated for a variety of different reasons over the course of time. But in this particular situation, we're able to bring the cash back and not pay cash taxes on that in the U.S.
Mark Lipacis - Jefferies LLC:
Okay. That's very helpful. Thank you.
J. Eric Bjornholt - Vice President & Chief Financial Officer:
You're welcome.
Operator:
And we have a follow-up question from Harlan Sur with JPMorgan.
Harlan Sur - JPMorgan Securities LLC:
Yeah, thanks for taking my follow-up question. And apologize if this was already answered, but on the manufacturing footprint, I think the team was going to do a major shutdown, I think PM on the Gresham fab in October. Did you guys actually execute to this? And then, given the lower December outlook and the rise of inventories in September, I assume that you guys are still planning for a December shutdown of the Tempe fab and then a few days extra beyond that to work down inventories. What do you expect your level of inventories to be exiting the December quarter?
Steve Sanghi - Chairman, President & Chief Executive Officer:
So affirmative on both of those. We did execute the planned shutdown for the Gresham fab, and we are on schedule to execute a maintenance shutdown at the end of the year in our Arizona fab. The shutdown we had announced in the Arizona fab before, we're not making it any shorter, we're not making it any longer. We're holding it to what we have told you before. And the inventory going out of September quarter was 120 ...
J. Eric Bjornholt - Vice President & Chief Financial Officer:
125 days.
Steve Sanghi - Chairman, President & Chief Executive Officer:
125 days total, and going out of December would be ...
J. Eric Bjornholt - Vice President & Chief Financial Officer:
So our guidance that's in our release says that inventory will be between – well, it will be flat to up six days.
Steve Sanghi - Chairman, President & Chief Executive Officer:
Okay.
J. Eric Bjornholt - Vice President & Chief Financial Officer:
Depending on the range of guidance.
Steve Sanghi - Chairman, President & Chief Executive Officer:
Yeah. There you go.
Harlan Sur - JPMorgan Securities LLC:
Okay. Thanks, Steve. Thanks, Eric.
Operator:
It appears there are no further questions at this time. Mr. Sanghi, I'd like to turn the conference back to you for any additional or closing remarks.
Steve Sanghi - Chairman, President & Chief Executive Officer:
Well, we want to thank all the investors. I think the next major conference we go to will be the CSFB conference in Scottsdale, which is in our backyard. We'll get into great weather. So come out here, and we'll see you. Thank you very much.
Operator:
This concludes today's call. Thank you for your participation.
Executives:
Steve Sanghi - CEO Eric Bjornholt - CFO Ganesh Moorthy - COO
Analysts:
Craig Hettenbach - Morgan Stanley William Stein - SunTrust John Pitzer - Credit Suisse Chris Caso - Susquehanna Financial Group Kevin Cassidy - Stifel Gil Alexander - Darfield Associates Chris Danley - Citi Rajvindra Gill - Needham & Company
Operator:
Good day, everyone, and welcome to this Microchip Technology First Quarter and Fiscal Year 2016 Financial Results Conference. As a reminder, today's call is being recorded. At this time, I'd like to turn the conference over to Microchip's Chief Financial Officer Mr. Eric Bjornholt. Please go ahead, sir.
Eric Bjornholt:
Good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the Company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's President and CEO, and Ganesh Moorthy, Microchip's COO. I will comment on our first quarter fiscal 2016 financial performance, and Steve and Ganesh will then give their comments on the results, discuss the current business environment as well as our guidance and provide an update on the acquisition of Micrel, which was completed today. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our Web site at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of our operating results including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effects of acquisition activities and share-based compensation. Net sales in the June quarter were 534 million, below the midpoint of our guidance which was $555.5 million and we’re up 0.5% from non-GAAP net sales of $531.3 million in the June 2014 quarter. Revenue by product line in the June quarter was 348.2 million for microcontrollers, a $127.1 million for analog, $31.8 million for memory, $23.3 million for licensing and $3.7 million of other. Revenue by geography was a 104.5 million in the Americas, a 114.7 million in Europe and 314.7 million in Asia. I remind you that we recognize revenue based on where we ship our products to, which tends to skew some of the revenue towards Asia where a lot of contract manufacturing takes place. On a non-GAAP basis, gross margins were at 58.3% [technical difficulty]. Non-GAAP operating expenses were 25.6% of sales, below the bottom end of our guidance range. Non-GAAP operating income was 32.6% of sales and net income was $148.9 million. This resulted in $0.69 per diluted share, which was at the low end of our guidance, was nonetheless a new record. On a GAAP basis, gross margins including share based compensation and acquisition related expenses were 57.9% in the June quarter. GAAP gross margins included the impact of 1.7 million of share-based compensation and 0.5 million in manufacturing shutdown costs associated with the Supertex wafer fab in San Jose. Total operating expenses were 187.7 million or 35.2% of sales and include acquisition intangible amortization of 34.6 million, share-based compensation of [technical difficulty], 2.2 million of acquisition-related expenses and special charges of 1.6 million. GAAP other expense includes a 13.8 million gain on the sale of the reminder of an investment that Microchip acquired as part of the SST acquisition back in 2010. And a $2.2 million gain on the sale of another investments. GAAP net income was $130.7 million or $0.60 per diluted share. GAAP net income includes nonrecurring favorable tax events of $18.7 million, which was primarily driven by the release of defer tax liability due to some IP ownership restructuring that occurred in that quarter, related to our prior acquisition of ISSC. In the June quarter, the non-GAAP tax rate was 11.4% and the GAAP tax benefit rate was 9.1%. The GAAP tax rate was favorably impacted by the 18.7 million of nonrecurring tax events that I mentioned before. Our tax rate is impacted by the mix of geographical profits, withholding taxes associated with our licensing business and the tax effect of various nonrecurring items. Excluding any nonrecurring events, we expect our longer-term forward-looking non-GAAP effective tax rate to be about 11% to 12%. To summarize the after-tax impact that the non-GAAP adjustments had on Microchip's earnings per share in the June quarter, acquisition-related items were about $0.163, share-based compensation was about $0.049, nonrecurring favorable tax events were about $0.086, a favorable difference on the sale of two investments during the quarter was about $0.074 and the difference in the GAAP and non-GAAP non-controlling interest in ISSC was a favorable of about $0.02 and non-cash interest expense was about $0.035. The dividend declared today of $0.358 per share will be paid on September 25, 2015, to shareholders of record on September 11, 2015. The cash payment associated with this dividend is expected to be about $75.4 million. This quarter's dividend will be our 52st consecutive quarter of making a dividend payment. We have never made reductions in our dividend. In fact, this quarter's increase marks the 46th occasion we have increased the dividend payment and our cumulative dividends paid amounts to almost $2.6 billion. This program continues to be an important component of how we return value to our shareholders. During the time period that Microchip has paid dividends, we have also purchased back 1.4 billion of our stock. Our combined cash return to shareholders since the inception of our dividend program is almost $4 billion. Moving on to the balance sheet, consolidated inventory at June 30, 2015, was $303.7 million or 123 days, up by 12 days to the levels at the end of the March quarter. Inventory at our distributors was at 37 days and was flat to the March quarter levels. I want to remind you that our distribution revenue throughout the world is recognized on a sell-through basis. We have taken actions to moderate our production activities and our foundry wafer purchases in the current quarter to moderate any inventory billed. The cash generation in the June quarter, excluding the purchase of the remaining shares of ISSC that were outstanding, our dividend payment, the changes in borrowing levels under revolving line of credit was $143.8 million. As of June 30, the consolidated cash in total investment position was 2.43 billion, and our borrowings under our revolving line of credit were 497 million. Excluding dividend payments and our acquisition activities, we expect total cash and investment position to grow by approximately $100 million to $120 million in the September quarter. Capital spending was approximately 33.6 million in the June quarter. We expect about 35 million in capital spending in the September quarter and overall capital expenditures for fiscal year 2016 have been reduced from our previously guided 160 million to a 125 million. We are selectively adding capital to support the growth of our production capabilities for our fast-growing new products and technologies and to bring in-house more of the assembly and test operations that are currently outsourcing. Depreciation expense in the June quarter was $24.7 million. I will now ask Ganesh to give this comments on the performance of the business in the June quarter. Ganesh?
Ganesh Moorthy:
Thank you, Eric and good afternoon everyone. Let’s take a closer look at the performance of each of our product lines, starting with microcontrollers. Our microcontroller revenue was up 1.3% in the June quarter as compared to the year ago quarter. We experienced the same broad based weakness that has been reported by many of our peer group companies. In aggregate, over the last four rolling quarters, our microcontroller business was up 8% over the prior four rolling quarters. We are continuing to deliver innovative new 8 bit, 16 bit and 32 bit microcontrollers that we believe will enable us to grow faster than the market and gain for the market share. Microcontrollers represented 65.2% of Microchip’s overall revenue in the June quarter. Moving to our analog business, our analog business was down 0.6% in the June quarter as compared to the year ago quarter. In this business too we experienced a broad based weakness that has been reported by many of our peers. In aggregate over the last four rolling quarters, our analog business was up 11% over the prior four rolling quarters. Our analog business represented 23.8% of Microchip’s overall revenue in the June quarter. We continue to develop and introduce a wide range of innovative and proprietary new products to fuel the future growth of our analog business. Our memory business, which is comprised of our Serial E-squared memory products as well as our SuperFlash Memory products was down 4.8% in the June quarter as compared to the year ago quarter. We continue to run our memory business in a disciplined fashion that maintains consistently high profitability, enables our licensing business and serve [technical difficulty] to complete their solutions. Our memory business represented 5.95% of Microchip’s overall revenue in the June quarter. Now a short update about Micrel and where we are in the integration process. Since the announcement of the acquisition on May 7th we have spent considerable time understanding Micrel’s businesses, organization and assistance. We have developed detailed integration plans that we have begun to execute today after the transaction closed. As we described in our May 7th conference call, Micrel has three product line business units and a small foundry services business. Micrel’s linear and power solutions business is a classic highly fragmented analog business. This business together with Microchip’s standard analog business form combined portfolio that will serve a broad base of applications and customers and enable a number of cross selling opportunities. Micrel’s LAN solutions business consists of a range of Ethernet products including controllers, switches and physical layers for different speeds. This business will strengthen Microchip’s overall Ethernet offering and also enable us to serve a broader set of applications and customers. Micrel’s timing solutions business consist of a comprehensive clock and timing portfolio including frequency control products, clock generation products and clock distribution products. It also includes MEMs technology capability that enables much smaller timing components. This is a brand new field of play for Microchip that we’re excited about and see sales synergies with our existing product lines. It also gives us visibility into a range of applications and customers that are new to Microchip who could be customers for our microcontroller analog and memory products. In regards to sales and field applications, we are planning to keep Micrel’s sales and applications engineers and we’ll cross-train them as well as our existing sales force so that we can find revenue synergies through cross selling opportunities. We also plan to combine the distribution networks of the two companies. Some of the distributors for the two companies are the same while others are different. And our goal is to achieve expanded distribution capabilities for the products of both companies. In regards to manufacturing, Steve will comment in more detail in his section along with how we expect to see the accretion results rolling out over time. With that, let me now pass it to Steve for some general comments about our business, the Micrel acquisition, as well as the guidance going forward.
Steve Sanghi:
Thank you, Ganesh and good afternoon everyone. Today, I would like to first comment on the results of the fiscal first quarter of 2016 and then provide guidance for the fiscal second quarter of 2016 including comments on the integration plan for Micrel. Our June quarter results were shy of our guidance, but were consistent with what other than the semiconductor industry have reported. The quarter started out well but the negative effects of the very weak economy in China and challenges in Europe led by a very weak Euro caused us to finish the quarter below our guidance in revenue. We were able to keep the non-GAAP gross margin percentage and earnings per share within the guidance albeit on the low end of it. Gross margin of 58.3% operating expenses of 25.6% and operating profit of 32.6% were all very respectable achievements. The June quarter was also our 99th consecutive profitable quarter. I want to thank all the employees of Microchip for their contribution in this remarkable achievement of 99th consecutive profitable quarters. I look forward to the current quarter being our 100th consecutive profitable quarter, an achievement unmatched in our industry. I will now provide guidance for the September quarter including Micrel revenue. Our guidance is based on the assumption that Europe will continue to be in the doldrums and is made worse so by the summer holidays, and China, which has been the engine of growth in the past, remaining slow. In preparing our guidance we have done bottoms up analysis region-by-region, distributor-by-distributor and by major customers. We have also included Micrel revenue from today August 3rd to the end of the quarter as we understand it. We expect our net sales in the September quarter to be between $532 million to $569 million, includes [technical difficulty] revenue from the sales of Micrel products from today till the end of the quarter. Without counting Micrel, we expect our net sales to be between flat to down 7% sequentially. I want to remind you that the guidance we are providing is for non-GAAP revenue which will include sell-through from the distributors of Micrel. The GAAP revenue will be much lower since GAAP does not account for products sold to distributors that were shipped prior to the acquisition effective date. We expect non-GAAP gross margin to be between 57.6% to 57.8% for the combined company negatively impacted by the lower gross margin of Micrel and sequentially flat without Micrel. We expect non-GAAP operating expenses to be about 27.7% to 28.9% of sales for the combined company and we expect the combined company non-GAAP operating profit to be between 28.7% to 30.1% of sales, again, negatively impacted by higher expenses and lower operating profit of Micrel. We expect non-GAAP earnings per share to be between $0.58 to $0.66 per share. The non-GAAP earnings per share impacted by $0.015 dilution coming from the consolidation of Micrel. Now let me provide you more updates on the Micrel acquisition. We closed the acquisition today and we now begin the hard work of integration to drive shareholder value. The shareholders of Micrel overwhelmingly approved the merger with 98.95% of the Micrel's shares that voted in the favor of the merger. As part of the transaction, we will pay an aggregate of approximately $430 million in cash and issue an aggregate of 8,626,795 shares. Taking into consideration the equity awards assumed and the cash and investments on Micrel, the balance sheet at the closing date, the total enterprise value is in line with the $744 million that we shared with investors when we announced the signing of the definitive agreement back on May 7, 2015. Now Ganesh has already covered some of the elements of our integration planning, I will cover four areas. First, I will explain to you how the revenue of Micrel will be consolidated into Microchip's SEC revenue reporting. Second, I will explain our plans in the IT systems and manufacturing area. Third, I will give you guidance on the accretion we expect to get from this acquisition. And finally, I will provide guidance for the long-term financial model for Micrel. So let us begin with how the revenue of Micrel will be included in the Microchip's revenue reporting. Micrel breaks down its revenue into three reported product lines, linear and power solutions, LAN solutions and TCG, which is timing and communication. 99% of Micrel revenue will be reported as analog revenue within Microchip. Approximately 1% of Micrel revenue is on products that are built on a microcontroller core. They are in fact special purpose microcontrollers and will be reported within our microcontroller revenue. Now I will give you update on our integration planning in the IT systems area and in the manufacturing area. In the last three months, we have studied the business systems of both companies. Micrel is a small company and its business systems are relatively old. We have laid out a plan that will transfer all of Micrel to Microchip's business systems. We estimate that this transition will be completed sometime in the calendar first quarter of 2016. Regarding manufacturing, Micrel operates a small 6 inch fab in San Jose, there is about 30% utilize at the current time. Micrel also uses outside foundries for some of its products, mostly for the LAN solutions group. These happen to be some of the same foundries that Microchip uses for some of our products that are outsourced. We will leave those products running in the outside fabs. Our focus will be to deal with 6 inch San Jose fab that is severely underutilized. Microchip will transfer all of Micrel's products from its 6 inch fab to other facilities. A majority of these products will transfer to Microchip's two 8 inch fabs, one in Tempe Arizona and second in Gresham, Oregon, some products maybe transfer to other outside foundries, wherever there is a better process technology match. We believe that that this transfer of all the products from Micrel fab to either Microchip fab, or to some foundries will take about one to two years, after that San Jose 6 inch fab will be closed. Regarding, backend manufacturing, Micrel's subcontracts 100% of its assembly and test. Many of the packages that Micrel uses are different than Microchips but many are same. Where appropriate, we will apply our extended purchasing power to lower our supply chain cost, as in the other acquisitions we will also do a careful make versus buy analysis on each package and product type, over time some of the products and packages maybe broad into our assembly and test facility, while others will remain at the sub-contractors. Microchip will however combined and manufacturing systems, like wafer ordering, assembly and test management, shipments and warehouses. We expect that all Micrel products will be shipping from Microchip's manufacturing system by the end of the first calendar quarter of 2016. With this let me now provide guidance for accretion from the acquisition of Micrel. We currently expect the Micrel acquisition to be $0.015 to dilutive to a non-GAAP EPS for the partial September quarter. The acquisition just closed today. So we need more time to study and provide you further guidance but with the rate at which we expect the integration to progress. Our initial estimate will be that Micrel acquisition will be breakeven to our December quarter non-GAAP EPS. For longer term, after we have closed the San Jose fab, which is about one to two years from now, we expect Micrel to add about $0.25 off accretion to Microchips yearly non-GAAP EPS. These numbers are preliminary and depend upon the speed of integration efforts and the health of the underlying economy in general. Finally, let me provide guidance for the long-term financial model for Micrel. Our track record have shown that Microchip has been able to improve the business model of its acquisition and our combined business model has remained virtually unchanged, If thereafter San Jose fab is closed and the older 6 inch inventory has been depleted, we will improve the financial model of Micrel to be equivalent to that of Microchip. Given all the complications of accounting for the acquisitions including amortization of intangibles, restructuring charges and inventory write-up, Microchip will continue to provide guidance and track its results on non-GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters, and we request that the analysts continue to report the non-GAAP estimates through first call. With this operator, will you please call for questions?
Operator:
Thank you. [Operator Instructions] We'll take our first question from Craig Hettenbach with Morgan Stanley.
Craig Hettenbach:
Thanks. Starting first with just that industry question, Steve, if I look at the current environment today, what’s your sense the biggest difference between today versus last fall, when there was also at that time, I'll albeit a brief correction.
Stephen Sanghi:
Craig, I was hoping that, this question could wait some time at least later, that's a first question. So, let's take it. As the earning season has progressed a number of investors and analyst have commented and have asked me, how I thought about the current environment in the semiconductor and if this is something that Saturday in October of last year, with our earnings warning at that time, I have not engaged into any conversation within any of the investors and analyst, because we were in the quite time. Then I thought, if the question was asked, shall I address it here, so here it is, it's really the first question. And while it’s really painful to visit that period again, we do believe that the first signs of its slowdown in China, were visible at that time. We saw that through thousands of small customers, who were experiencing the economic headwinds and not buying enough products. This was further, enhanced by a very tight credit environment that was prevalent at that time in China, then after a warning, the December quarters numbers for most semiconductor companies were cut by an average of about 5%. The company is in the supply chain of one mobile customer where a notable exception. Now then came the March quarter, which was seasonally weak for most companies due to Chinese New Year and also some others blamed it on Euro weakness, which was indeed a new phenomenon. Then came in the June quarter which is traditionally a very strong quarter in China and we saw a broad based miss from the industry led by China and the September quarter guidance has been very weak also driven by China. Now we have semiconductor companies admitting that there was indeed inventory build in China and in the distribution that needs to correct. We knew from the companies that we have acquired and others that we conducted diligence on but did not acquired that there was a broad based selling driven inventory build in distribution channel which the prevailing rate of demand could not support. You can only play a selling gain for so long and this time it can truly went a bit longer. But now everyone’s numbers have been cut significantly, a large number of companies are now selling well below the stock prices on October 9th prior to our call, when I said I quote “we believe that another industry correction has begun and that this correction will be seen more broadly across the industry in the near future. But it probably took a quarter longer than it has taken historically, likely mached by the smartphone supply chain with everyone having some exposure to it. But really in answer to investor and analyst question, I see yes this is pretty much a continuation of the phenomena that we saw last October.
Craig Hettenbach:
Just a quick follow up to that before have an additional question. Just the comment on China remained slow, how would you kind of frame just the environment in China? Do you think we’re through most of the inventory correction and it will attract demand or any additional quotes in China for Q3?
Ganesh Moorthy:
We’re not through all the inventory corrections, no. There will again be differences in sell in versus sell through also, all of our revenue is sell through. But we bought Micrel today which had a mixture of sell-in and sell-through with most of China being sell-in which will be converting to sell-through only recognizing sell-through, so there are number of moving parts in our business. But industry still has a lot of inventory in China.
Craig Hettenbach:
And then just a follow up on Micrel, appreciate the thoughts in terms of how you expect to transform the business, particularly in manufacturing. On the product side given that you had a little bit of time in talking to customers, any anecdotes of feedback in terms of their product portfolio and how you see that kind of best fit within Microchip?
Ganesh Moorthy:
We have decided to take linear and power solutions business which was the largest division inside of Micrel and completely fold that within Microchip which is happening starting today. So essentially we have taken our analog business and internally in Microchip’s split it into two portions, one is called the analog power and interface division and second is called the mix signal and linear division, both about equal size and then the entire Micrel linear and power business is folding into one of those division which is the analog power management business. So, we will apply our principles, our metrics of R&D and all that. When I look at R&D as a percentage of sales for analog, Microchip is one of the most efficient in the industry, we don’t breakout into visual R&D, but the amount of R&D we spend to get the margins and revenue and all there and Micrel is one of the worst when you look at the numbers. So we have to move this from worst to best. And we have done that with others, we’ve done that with SSC and SMSC and Supertex and over and over and over, we have team there, that’s what we have to do here. Then there is LAN business here which is about $50 million, $60 million and that also we’re going to completely fold that into Microchip’s USB and Networking Division where our LAN business resides, that again will then really benefit from our methodologies, our metrics, our management and everything else. And the third business here is the timing business, which is a new business for us and we will keep that as a business unit but if you’re reporting to one of our seasoned general manager so he can also get the mentorship and really move towards our model.
Operator:
We’ve move next to William Stein with SunTrust.
William Stein:
Steve based on the tenure [ph] of what now you’re describing as three or four quarter downturn. And the order of linearity that you are seeing maybe in the calendar second quarter and into July and now August, I am wondering if you can provide any view as to when you think demand normalizes?
Steve Sanghi:
I think, I resigned from the forecasting business last year, you might recall that in November. I am not going to make that comment looking forward for the industry. If we just look at ourselves, we think we gave you September quarter guidance already, December [technical difficulty] is seasonally a weak quarter for Microchip and really also for the industry. Considering this correction happening in June and September, what would manifest for December, it's kind of hard to see right now. But as we go through the quarter, one could make a guess that December quarter should not seasonally be weak because ordinarily December quarter is followed by a very strong June and September. This time it is not. But I am not making that prediction today. I got to see the quarter. I got to see the bookings, the backlog, everything else and talk about it later maybe as we go on the road. The biggest leverage here short-term is really improving Micrel's business and I think there is a fair amount of opportunity for us to do that, and largest leverage comes from the fab. There is 30% utilization in the fab and we dramatically lower its cost by transferring product and the first five products will be running out of Microchip's fab in about six weeks.
William Stein:
That's great. Steve, I appreciate that. Maybe I can use that as sort of the next question. So after completing this deal and understanding that all the synergies and all the work is still in front of you, I wondering if you can characterize the current appetite for a future M&A,? It certainly helps dull the pain from the current demand environment a little bit. And I am wondering how much appetite there is for more of that though? Thank you.
Steve Sanghi:
Well, we have substantial line in place, which we did that earlier in February. And we have constantly -- a good of number of companies in our funnel that we are constantly talking to, dating with, analyzing and there's no guarantee, these things are not schedulable at any given point in time, and sometime it takes longer for a deal to materialize, other time it's shorter. But yes, we still have appetite for the next acquisition, no question about it.
Operator:
We'll move next to John Pitzer with Credit Suisse.
John Pitzer:
Yes. Good afternoon guys. Thanks for letting me ask a question. I guess Steve, Ganesh and Eric, I was wondering if get a little more detail about kind of the actions you are taking around utilization rates in your own fabs, I am kind of curious, do you think September will represent the trough, I guess Steve given your comments about uncertainty around December, but possibly a scenario where December is a little bit better than normal seasonal weak. Does that mean that, that most of the utilization action is behind you or how should I think about that? And Eric remind me again how that flows through the gross margin?
Steve Sanghi:
Well, let me comment on the utilization. First of all, the Gresham factory in Oregon is a newer factory and in a newer factory we need a -- once in a five years we need a major shutdown to repair things that can't be repaired while the factory is running. And that shut down has been previously scheduled for a year for this October and that shutdown usually is about seven to eight days you have to shut the factory and we reserve for it going into that shutdown, and it's planned shutdown, we have to do it every once in a five years. We are currently planning to tack on a few more days to it to bring the inventory down because the factory will be shut down anyway and rather than starting and staffing it will be best to extend that a little bit. Then the factory in Tempe is a much older facility and doesn’t have as many redundancies built into it and the Tempe facility [technical difficulty] we always do that in December, over the holidays. So this time again we will have a shutdown in Tempe facility over the holidays and we are planning to tack on a few more days to that to correct our inventory. So you will see our internal inventory rise in the September quarter, but then it corrects because we got shutdowns in both factories in the December quarter. The normal shutdown, we accrue it over four quarters, balance over the year but the extra shutdown days we're going to do will charge it to the current quarter. Basically in the quarter it happens which will be the calendar Q4. So Q4 gross margin would be impacted, I don’t know whether Eric is able to dollarize it at this point in time and whether it will GAAP or non-GAAP that would be a one-time phenomenon.
Eric Bjornholt:
Yes, and I think Steve you've answered John's question and I don’t -- at this point in time we're not willing to give guidance for December quarter gross margin. So I will leave it at that.
John Pitzer:
That’s helpful guys. Maybe as my follow up for Steve and Ganesh. Steven and Ganesh, we tend to like to sometimes compare apples-to-oranges here on Wall Street. We look at your microcontroller business and often time compare that don’t have sort of 8 bit part of the business and might be a relatively new entrant. And I guess I am trying to think about kind of your relative growth rate of microcontrollers versus your peers. Is the right way for us to think about this as given your breadth in 8 bit perhaps you are more cyclical in these parts of the cycle? And if that's the case, maybe Ganesh you can give us some metrics around 16 bits and 31 bits that make you guys comfortable that you are at least maintaining if not gaining share in those segments in the market?
Steve Sanghi:
So we don’t breakout 16 bit and 32 bit as you may recall from about two to three quarters ago but we did present in April, where the market share results were and we had significant growth in market-share in each of 8 bit, 16 bit and 32 bit. So we look at the market as a continuum off solutions that I needed in many cases an 8 bit is good enough, in some cases it's a 16 bit and in another cases it's 32 bit. And we see growth opportunities in all three of them both in terms of the applications and the markets that they can go into. So our view is that that is growth that is taking place and then there is growth yet to be had in all three segments we’re not looking at 8 bit to save us or 32 bit to save us or 16 bit to save us all three of them we expect will grow.
Operator:
And next we’ll take Chris Caso with Susquehanna Financial Group.
Chris Caso:
The question is -- like first question is on Micrel and you talk about $0.25 of accretion over one or two years, could you give us some help in determining how much of that perhaps we might see a bit earlier and how much of that would have to wait? Your comment said that much of this I guess the majority of this comes in the fab closer and I assume that is sometime we have to wait for little bit or perhaps there is some near-term accretion as you start to control some of the OpEx?
Ganesh Moorthy :
So there is near-term accretion, I don’t know if I have a breakdown considering we’re closing the acquisition just today before that all we had model and then we have quickly verified some stuff. But if you give us little more time maybe as we get on the road and see you at some conferences or the next conference call or we can have much more intelligent numbers for you. But there is accretion coming from expense reduction and other thing that prior to that it's not all from fab.
Chris Caso:
And just with -- just kind of a follow-up on the market conditions as well and I am sure you heard from some others there was -- I guess there have been some different commentary regarding the pace of bookings through the quarter kind of how things have started in the quarter in the month of July, wondering if you can give some clarity on that, plus linearity from the June quarter, how July has gotten started and if that’s giving you some incremental optimism or pessimism as you look forward?
Ganesh Moorthy :
I listened to some of the calls and it's amazing how the customer’s been placing bookings are kind of behaving almost same for everybody and I could say the same team that, this quarter’s bookings look better than it was last quarter and there was some strength in the overall numbers. But that’s baked into the guidance and I think if you look at various people’s commentary last quarter, April was good and May was good and then June fell off. So I think people make these adjustments through the quarter and better a July doesn’t necessarily mean better end of September for us or anybody else because customers can correct that anytime in the quarter. Sometime people place bookings earlier, so whatever product they need for the quarter they have commitment from the supplier that they will get the product for their needs and then easy for them to cancel or slip it out, that I don’t needed in September, give it to me in October then to have a situation where they don’t place the order and September quarter comes and needs something and somebody’s lead time is more than four weeks and they can’t get it. So customer seem to have very little penalty for getting their queue in line, almost no penalty. So therefore, it's not unusual for the first quarter sometime to see stronger bookings only to get corrected later on. And I would not reach so much into it for anybody.
Operator:
[Operator Instructions] We’ll move to Kevin Cassidy with Stifel.
Kevin Cassidy:
Going back to the Micrel fab and shutting that down, you gave data point that five products have moved. Can you say, what is the determination between getting it closed in one-year to two years? Is it customer qualifications or finding other fabs that can manufacturer?
Steve Sanghi :
So that’s a good question. So we bought Supertex on April 1, 2014 and we closed the Supertex fab in April of 2015 took us about 13 months and that fab was much smaller than Micrel fab is, Micrel fab is larger, it's a larger company than Supertex. But we learned a lot doing Supertex and we were able to do that in 13 months. So we’re mounting a much larger team and we’re going to transfer the products at more than twice the rate than actually we transferred the products from Supertex fab into and the basic difference between whether it's a year or two years is, sub-types [ph] of customers, the products from the new fab, products coming out of fab and working first time and you have retreat it, running into any kind of equipment issues, equipments and fabs seem to be different, we believe we can emulate Micrel’s process on our equipment and we are successful in the first couple of processes we are attempting so far. But at any point in time you could run into a challenge and have to then convert a Micrel piece of equipment from 6 inch to 8 inch or buy a new one and have three, four, five months delay in getting that equipment. So there are lot of unknowns, lot of unknowns, that’s why we gave this band of a year to two year. My desire is 11 months, but I don’t get everything I desire, I think it's going to be somewhere between one to two years.
Kevin Cassidy:
Okay, maybe just, maybe some unknown also but is there a chance that there would be some products you can't manufacture somewhere else and they would be discontinued and maybe not get the full revenue Micrel had?
Steve Sanghi:
Well, no, so what we do is, there always -- especially in analog there lots of products that needs one fab run every two years. And those products don’t make sense to even having mask set, and put the cost of transferring it. So usually on those mask set we build strategic inventory of four years so. So if the product needs a one run a year then you run four runs out of the Micrel fab before you shut it down, now you have four years customer demand, then you've four years to figure it out what are you going to do with it? I build it into our fab or take it to a subcontractor, transfer the equipment, do whatever. So that's what we will do. That's not going to hold up the fab.
Kevin Cassidy:
Okay.
Steve Sanghi:
And Micrel is a small company as a percentage of Microchips. So even though there will be a strategic transition inventory build on the products we are transferring in and on the products we are not transferring. The products we are transferring here to build some strategic inventory on those too because you got to give the customer time to qualify 8 inch material while they have 6 inch material available, so you will see that strategic inventory build on our balance sheet. But it's not going to be that large compared to the size of the company and it's strategic in nature.
Operator:
We will move next to Gil Alexander with Darfield Associates.
Gilbert Alexander:
Hi. Thank you. My question has been answered.
Steve Sanghi:
Thank you Gil.
Operator:
Thank you. We will take Chris Danley with Citi.
Chris Danley:
Hey. Thanks guys. I guess just one quick clarification on what you are seeing in terms of your guidance. So I think as the other Chris said some of the competitors are saying that business is getting better. So are you, implicate in your guidance, are you assuming that your business is going to get a little worse or just kind of remain at this level throughout the quarter?
Steve Sanghi:
I don’t know if I can decipher anymore, Chris. I mean our business in September quarter based on guidance is worse than last quarter and so is everybody else's. So far the guidance I have seen, their guidance for September is worse than what they accomplished in June. So they've got a little bit spurt in bookings, I saw the spurt in bookings, also in July, my [indiscernible] customers trying to lockup their place in line for September, not any different by -- for us versus anybody else. So I wouldn’t read anything more than that.
Chris Danley:
Okay. Great. And then my follow up just a couple of things on, Micrel. Is there any way you could quantify the benefit from shutting down their fab and then in the December quarter what sort of revenue should we assume from Micrel because I believe you guys will be incorporating two quarters -- excuse me two months of it in this quarter. Anything you could talk about in terms of your planned OpEx reductions for Micrel in the December as well?
Steve Sanghi:
I think it’s supposed to give that considering the deal closed two hours ago, so probably just be a little more patient. I think I could even do a better job two weeks from now, but not today. We are cutting expenses. We are letting number of people go as we are merging these divisions there is some high level senior leadership that we do not need. So we're making those changes and we got to dollarize it. We are unable to give you December quarter Micrel guidance, Micrel revenue has been falling for four years and recently has fallen a little harder. And we need to understand that. We need to meet with the distributors. We need to see what Microchip's sales force can do. So I don’t quite trust the guidance that I am hearing from them. So therefore I am not able to give December guidance on it yet.
Chris Danley:
So can tell us if it was in the June quarter, the revenues for Micrel?
Steve Sanghi:
Well I think the June quarter really wasn’t announced because the acquisition closed and I am not sure I am in a position to say that.
Chris Danley:
Okay. That’s fine. Thanks.
Operator:
We'll move next to Rajvindra Gill with Needham & Company.
Rajvindra Gill:
Steve I was wondering if you can maybe elaborate further on the China weakness. Specifically, which segments or which verticals are you seeing the weakness in, I know there's been -- when you talked about China being weak back in October, you had mentioned the industrial vertical, wondering if that has spread to other verticals within China and any color there would be helpful?
Steve Sanghi:
I think China is weak across the board exactly what it was in October, I don’t remember Microchip has been having industrial and I said we believe that another industry correction has begun. This correction will be seen broadly across the industry in the near future and the verbiage led by China, so I’m not sure whether it could be more industrial, but not only industrial. It’s really not that much different than it was back then. China is weak across the Board.
Rajvindra Gill:
And if you could talk about the competitive landscape in the microcontroller market, you have obviously a big pending merger that will be closing in Q4. That merger the combine entity will become one of the largest microcontroller suppliers in the world both from the 8 bit and 32 bit side and a huge player in the automotive market. So I want to get a sense from you how you’re viewing the competitive landscape going forward given these changes in the market share and M&A that’s occurring?
Steve Sanghi:
I think if you scan our history of 25 years we began with nothing and competing with some of the largest microcontroller manufacturers in U.S., Europe, Asia and Japan. When we were $100 million microcontroller business we competed with people who had billion, Freescale and NXP and Renesas and others. So I am not sure scale is necessarily a total advantage. We have won that through our disciplined approach to developing products, to running a very responsible P&L, having a high margin business. We go to market totally different than other people do other people try to seek very large chunks of business that very-very large OEMs which are offering at lower margin and not sticky and our model is at a 100,000 customers, no single customer is larger than 1.5% of our business. So, it’s not necessary that our business is always in the same places. And Renesas hasn’t been able to stop us in years, Freescale hasn’t been able to stop us and they were 100 times larger and them merging with NXP doesn’t really change in IoT for us. I don’t go -- the data deal closes I don’t go to work any different than I did the day before.
Rajvindra Gill:
And just last question on IoT. Wondering how you’re thinking about that market in terms of your competitive position and assembling the building blocks to address the market. And any color in terms of how the intensity of the activity of IoT at your customer base, is that really picking up or is it going to take some time to take off? Thanks.
Steve Sanghi:
Everybody say that and people don’t kind of wake up a numbers nor do we and everybody is putting different stuff into IoT, so it’s kind of very hard to compare it’s wild west. But all make the claim that we have the strongest IoT franchise. You need intelligent microcontrollers, you need RF building blocks, you need Wi-Fi, Bluetooth, Bluetooth Light, RF, Zigbi. We have all of them. You need various ecosystems with software and stacks and middleware and all that. We have all that. And we have significant number of cloud partners where you have to ping off to often connect with equipment or whatever. We have the strongest building blocks of anybody. We’re seeing companies that will take all of their microcontroller business combine it with sensors of something and petition that as an IoT business while you could do that. But if a PC is connected to a printer and then microcontroller in that chain, it’s not really IoT. But it’s connected and you can call it IoT, and so I think we gave you a little summary last quarter remember.
Eric Bjornholt:
I think we said our IoT business was about $275 million annualized growing at a 35% compounded annual growth rate and really to more narrowly define it to be where there is both smart and connected application.
Rajvindra Gill:
So this is a microcontroller attached with some sort of connectivity to it, is that how you’re going to [Multiple Speakers].
Steve Sanghi:
[Multiple Speakers] IoT, so it’s really where you truly making an RF connection using it as a Wi-Fi or a Bluetooth or a Zigbi --.
Eric Bjornholt:
Or could be Ethernet to it if it’s wired, so its microcontrollers, it’s analog, its memory and its connectivity, all those solutions put together with the software frame work that Steve talked about with security built into it and an ecosystem of third parties that allow the connection to the cloud. So it is an important market, it is one in which we have -- historically had significantly strength because all the companies before you can connect have to have something that is smart. And if you want something that is smart microcontrollers and analog are at the heart of building smart devices.
Operator:
That does conclude our question-answer-session. At this time, I’ll turn the call back over to our speakers for any final or additional comments.
Steve Sanghi:
Well, thank you very much, we are going to couple of conferences this year and next conference would be?
Eric Bjornholt:
We’ll be at the Jefferies 101 conference in Chicago in late August and then the Citi conference in New York in I think September 8th or 9th.
Steve Sanghi:
And by that time we may have more understanding of Micrel may be able to tell you more. So I'd love to see you at one of those conferences. Thank you.
Operator:
And everyone that does conclude our conference call for today. Thank you all for your participation.
Executives:
Stephen Sanghi - Chairman, Chief Executive Officer and President James Eric Bjornholt - Chief Financial Officer and Vice President Ganesh Moorthy - Chief Operating Officer
Analysts:
William Stein - SunTrust Robinson Humphrey, Inc., Research Division Christopher Caso - Susquehanna Financial Group, LLLP, Research Division Craig Hettenbach - Morgan Stanley, Research Division Kevin E. Cassidy - Stifel, Nicolaus & Company, Incorporated, Research Division Harsh V. Kumar - Stephens Inc., Research Division Christopher Brett Danely - Citigroup Inc, Research Division John William Pitzer - Crédit Suisse AG, Research Division
Operator:
Good day, everyone, and welcome to this Microchip Technology Fourth Quarter and Fiscal Year 2015 Financial Results Conference Call. As a reminder, today's call is being recorded. [Operator Instructions] At this time, I'd like to turn the conference over to Microchip's President and Chief Executive Officer, Mr. Steve Sanghi. Please go ahead, sir.
Stephen Sanghi:
Thank you. Good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. As you know, in addition to earnings, we also announced the signing of a definitive agreement to acquire Micrel. During this conference call, we will not cover anything in relations to the acquisition and we'll take your questions only related to the earning. After we conclude this conference call, you will have to dial in to the second conference call where we will cover matters related to the acquisition and take your questions. The second conference call has to be filed with the SEC, hence the separation of 2 conference calls. The second call will begin at 5:45 p.m. Eastern Time. With that, let me now pass this call to our Chief Financial Officer, Eric Bjornholt.
James Eric Bjornholt:
Thanks, Steve, and good afternoon, everyone. In addition to Steve Sanghi, Microchip's President and CEO, Ganesh Moorthy, Microchip's COO, is also participating in this call. I will comment on our fourth quarter and full fiscal year 2015 financial performance, and Steve and Ganesh will then give their comments on the results and discuss the current business environment as well as our guidance. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of our operating results including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effects of our acquisition activities and share-based compensation. Non-GAAP net sales in the March quarter were a record $547.2 million and were modestly above the midpoint of our guidance, which was $546.6 million, and were up 10.9% from the March 2014 quarter. Revenue by product line in the March quarter was $353.6 million for microcontrollers, $127.6 million for analog, $33.2 million for memory, $23.6 million for licensing and $9.2 million of other. Revenue by geography was $106.2 million in the Americas, a record $126 million in Europe and $314.9 million in Asia. I remind you that we recognize revenue based on where we ship our products to, which tends to skew some of the revenue towards Asia where a lot of contract manufacturing takes place. On a non-GAAP basis, gross margins were at the midpoint of our guidance at 58.3% in the March quarter. Non-GAAP operating expenses were 25.9% of sales, well below the bottom end of our guidance range. Non-GAAP operating income was 32.4% of sales and net income was $148.8 million. This resulted in record earnings of $0.68 per diluted share, which was at the high end of our guidance. For fiscal 2015, on a non-GAAP basis, net sales were a record $2.161 billion and up 11.9% year-over-year. Gross margins were 58.8%, operating expenses were 26.4% of sales and operating income was 32.4% of sales. Net income was a record $593.9 million or $2.66 per diluted share. GAAP net sales in the March quarter were $543.2 million, and as originally guided, were $4 million lower than non-GAAP net sales due to the contractual relationship change we made with the ISSC distribution network to move them to a sell-through revenue recognition model in the December quarter. The revenue impact from this change was fully recognized as of the end of March and will not create a GAAP to non-GAAP revenue difference in future quarters. On a GAAP basis, gross margins including share based compensation and acquisition-related expenses were 57.7% in the March quarter. GAAP gross margins included the impact of $2 million of share-based compensation, $1.8 million of gross profit on the ISSC revenue recognition change previously mentioned and $1.5 million in manufacturing shutdown costs associated with the Supertex wafer fab in San Jose. Total operating expenses were $203.3 million or 37.4% of sales and include acquisition intangible amortization of $47.1 million, share-based compensation of $13.2 million, $0.7 million of acquisition-related expenses and special charges of $0.8 million. GAAP other expense includes a $50.6 million loss on the retirements of 50% of our 2,037 convertible bonds and an $18.5 million gain on the sale of a portion of investments that Microchip acquired as part of the SST acquisition back in 2010. GAAP net income was $99.4 million or $0.45 per diluted share. GAAP net income includes nonrecurring favorable tax events of $26.7 million, which were primarily driven by the closure of a tax audit and the expiration of the statute of limitations for certain previously established tax reserves. For fiscal year 2015, GAAP net sales were a record $2.147 billion. Gross margins were 57.3%, operating expenses were 37.4% of sales and operating income was 19.8% of sales. Net income was $369 million or $1.65 per diluted share. In the March quarter, the non-GAAP tax rate was 11.4%. The GAAP tax benefit rate was 58.9%. The GAAP tax rate was favorably impacted by the $26.7 million of nonrecurring tax events that I mentioned before and the tax impact of certain of the one-time events in the quarter. Our tax rate is impacted by the mix of geographical profits, withholding taxes associated with our licensing business and the tax effect of various nonrecurring items. Excluding any nonrecurring events, we expect our longer-term forward-looking non-GAAP effective tax rate to be about 10.75% to 11.25%. To summarize the after-tax impact that the non-GAAP adjustments had on Microchip's earnings per share in the March quarter, acquisition-related items were about $0.217, share-based compensation was about $0.052, nonrecurring favorable tax events were about $0.121, a favorable difference on the sale of a portion of investments acquired in the SST acquisition was about $0.084, the loss on the retirement of our 50% of our 2,037 convertible bonds was about $0.144, the difference in the GAAP and non-GAAP noncontrolling interest in ISSC was a favorable of about $0.05 and noncash interest expense was about $0.019. The dividend declared today of $35.75 per share will be paid on June 4, 2015, to shareholders of record on May 21, 2015. The cash payment associated with this dividend will be approximately $72.4 million. This quarter's dividend will be our 51st consecutive quarter of making a dividend payment. We have never made reductions in our dividend and in fact, this quarter's increase marks the 45th occasion we have increased the dividend payment and our cumulative dividends paid amount to over $2.5 billion. This program continues to be an important component of how we return value to our shareholders. During the time period that Microchip has paid dividends, we have also purchased back $1.4 billion of our stock, including the stock that we bought back with the issuance of our convertible debenture back in 2008. Our cash return to shareholders since the inception of our dividend program is over $3.9 billion. Moving on to the balance sheet. Consolidated inventory at March 31, 2015, was $279.5 million or 111 days, flat to the levels at the end of the December quarter. Inventory at our distributors increased by 1 day in the March quarter and are at 37 days. I want to remind you that our distribution revenues throughout the world is recognized on a sell-through basis. We intend to grow the days of inventory on our balance sheet in the June quarter to support our business growth and customer service levels. The cash generation in the March quarter, excluding the purchase of additional shares of ISSC, our dividend payment, changes in cash from the issuance and retirement of our convertible debentures and changes in borrowing levels under revolving line of credit was $155.5 million. As of March 31, the consolidated cash and total investment position was $2.34 billion, and our borrowings under our revolving line of credit were $462 million. Excluding dividend payments and our acquisition activities, we expect our total cash and investment position to grow by approximately $160 million to $180 million in the June quarter. Capital spending was approximately $29.4 million for the March quarter and $149.5 million for fiscal year 2015. We expect about $40 million in capital spending in the June quarter and overall capital expenditures for fiscal year 2016 to be about $160 million as we are adding capital to support the growth of our production capabilities for our fast-growing new products and technologies and to bring in-house more of the assembly and test operations that we are currently outsourcing. Depreciation expense in the March quarter was $25 million. I will now ask Ganesh to give his comments on the performance of the business in the March quarter. Ganesh?
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. Let's take a closer look at the performance of each of our product lines, starting with microcontrollers. Our microcontroller revenue was up 8.4% in the March quarter from the year-ago quarter. For fiscal year 2015, our microcontroller business was up 11.4% over fiscal year 2014, crossing the $1.4 billion mark for the first time and setting an all-time record. Also for fiscal year 2015, each of our 3 microcontroller segments, 8-bit, 16-bit and 32-bit, set revenue records. Microcontrollers represented 64.6% of Microchip's overall revenue in the March quarter. As we mentioned in our January conference call, for competitive reasons, we will only be providing overall microcontroller revenue and growth rates and not break out by segment, consistent with the practice of most of our competitors. Gartner Dataquest just released their microcontroller market share report for 2014. We are pleased to report that Microchip has regained the #1 position for 8-bit microcontrollers. Four years ago, it took the merger of 3 Japanese semiconductor giants, NEC, Hitachi and Mitsubishi, in the form of Renesas to knock us off the #1 spot for 8-bit microcontrollers. We assured you at that time that we would work relentlessly to gain market share and to wrest back the #1 spot in the coming years. Post their merger, Renesas' 8-bit microcontroller business in 2010 used to be 41% larger than ours. In every year since 2010, we have closed the gap versus Renesas, and in 2014, we wrested back the leadership position and finished 10.5% larger than Renesas. In the 16-bit microcontroller market, we were again the fastest-growing 16-bit microcontroller supplier among the top 10 suppliers in 2014, growing at over 2x the rate of any of the other top 10 suppliers. While our substantially faster growth rate closed the gap versus higher-rank suppliers, we remained in the #5 spot in 2014 and expect to continue to gain share and move further up the rankings in the coming years. In the 32-bit microcontroller market, we moved up to the #9 spot in 2014 from the #11 spot in 2013, continuing our relentless climb up the rankings since we entered this market a few years ago. Now, Gartner Dataquest's report is a backward-looking indicator where we are performing very well. Now to look at a forward-looking indicator. In April also, UBM Tech, which is the parent company of EE Times, released the results of their annual Embedded Market Study. Once again, Microchip was rated by the embedded system design engineers as their #1 choice for new designs using 8-bit and 16-bit microcontrollers in the performance range that we compete in, and we were the #2 choice among 32-bit microcontrollers. We are humbled and gratified by the overwhelming preference by engineers for our solutions and see this as a positive sign of future growth. Our overall microcontroller results as well as each of our 8-bit, 16-bit and 32-bit results are clearly outperforming the market, with year-over-year growth rates well above the market and what we've seen reported by our competitors in their results. These outstanding results in a very competitive market are a tribute to the tireless effort by the worldwide Microchip team. We have gained significant market share and have the new product momentum and customer engagement to continue to gain even more share as we build the best-performing microcontroller franchise in the industry. Analog products. Our analog business was up 18.7% from the year-ago quarter. In fiscal year 2015, our analog business was up 17.6% over fiscal year 2014, crossing the $0.5 billion mark for the first time and also setting an all-time record. This business continues to have strong design win momentum in a broad range of applications and represented 23.3% of Microchip's overall revenue in the March quarter. We continue to develop and introduce a wide range of innovative and proprietary new products to fuel the future growth of our analog business. Now moving to the memory business, which is comprised of our Serial E-squared memory products as well as our SuperFlash Memory products. This business was up 0.2% versus the year-ago quarter. In fiscal year 2015, our memory business was down 1.8% versus fiscal year 2014. We continue to run our memory business in a disciplined fashion that maintains consistently high profitability, enables our licensing business and serves our microcontroller customers to complete their solutions. Our memory business represented 6.1% of Microchip's overall revenue in the March quarter. I have one more topic to cover today. Given the importance of the Internet of Things market, some of our investors and analysts have asked for more color about the size of our IoT business. First, there is no consistent way in which semiconductor companies report their IoT revenue. As a result, there are some who report their entire embedded market revenue or the revenue of business units focused on the embedded market as IoT revenue. By that measure, pretty close to 100% of Microchip's $2.2 billion of revenue could be classified as IoT revenue, but it would not be as meaningful to investors in terms of its potential as a future growth driver. We have a stricter definition for our IoT revenue in that we only count end applications or things that are both smart and connected reflecting what the promise of IoT really is, which is the possibilities that open up by adding connectivity to smart systems. Examples of smart and connected applications for Microchip are things like alarm systems, access control systems, thermostats, smoke detectors, exercise machines, asset tracking, wireless audio docks, set-top boxes and other consumer electronic systems, hospital personnel locators, patient monitors, automotive telematics, building automation, vending machines, Smart Grid monitoring, wired and wireless networking systems, GPS navigation tracking systems and many, many others that are too numerous to list. More applications will continue to be added as they get connected. I'm sure you will agree that applications like the examples we just provided, which are a combination of smart and connected applications, are more real IoT applications and the products going into them would better characterize our IoT revenue. Microchip solutions that enable the IoT market include low-power microcontrollers, analog, sensors, memories, wired and wireless communication products. So using our stricter definition for IoT revenue, Microchip estimates that our current annual IoT revenue is approximately $275 million and has been growing at a greater than 35% compounded annual growth rate over the last 3 years. This revenue is already included in the public reporting segments for Microchip. Let me now pass it to Steve for some general comments about our business as well as our guidance going forward. Steve?
Stephen Sanghi:
Thank you, Ganesh. Today, I would first like to reflect on the results of the fiscal fourth quarter of 2015 and fiscal year 2015 then I will provide guidance for the fiscal first quarter of 2016. We were very pleased with our execution in the March quarter. We achieved record net sales in the March quarter and slightly ahead of the midpoint of our guidance. Our non-GAAP earnings per share of $0.68 was a record and at the high end of our revised estimates. Recall that we had revised our earnings per share higher after taking into account the accretive effect of our financing transactions. Looking at the fiscal year 2015. It was another record year for revenue and the first fiscal year to cross the $2 billion revenue mark. For fiscal year 2015, revenue came in at a record $2.16 billion, up 11.9% from fiscal year 2014. All of our strategic product lines of microcontroller and analog posted record revenue performance for fiscal year 2015. The March quarter was also our 98th consecutive profitable quarter. I want to thank all the employees of Microchip for their contribution in this remarkable achievement of 98 consecutive profitable quarters. We're also planning a celebration for our 100th consecutive profitable quarter, which is 2 quarters away. In the last 2 conference call, we told you that we will be shutting down production in Supertex, San Jose fab as well as test facility in Hong Kong. The San Jose fab is now closed with the last wafer outs occurring in early April. The fab building is undergoing restoration to be returned back to the landlord. The transfer of the Hong Kong test operations to our high-volume Thailand facility was also completed in February. Now I will provide guidance for the fiscal first quarter of 2016. As we look at the business environment, it is clear that many of our industry peers are seeing weakness across various end markets including PC and industrial, slowing growth in China market and currency impacts from the strong dollar. Taking all this into account, we believe that our net sales in the June quarter will be between $547 million and $564 million. On a non-GAAP basis, we expect our gross margin to be between 58.3% and 58.5% of sales. We expect operating expenses to be between 25.75% and 26% of sales. We expect operating profit to be between 32.3% and 32.75% of sales, and we expect non-GAAP EPS to be between $0.69 and $0.73 per share. Finally, I want to remind you that given all the complications of accounting for the acquisitions including amortization of intangibles, restructuring charges and inventory write-up on acquisitions, Microchip will continue to provide guidance and track its results on non-GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters, and we request that the analysts continue to report the non-GAAP estimates to first call. Before we open it up for questions, I want to remind everybody, in case somebody joined the conference late, that in this conference call, we'll be only taking questions regarding our earnings and we'll have a second conference call starting at 5:45 p.m. New York time, at which we will talk about the Micrel acquisition and take questions related to that acquisition. With this, operator, will you please poll for questions?
Operator:
[Operator Instructions] Our first question comes from William Stein with SunTrust.
William Stein - SunTrust Robinson Humphrey, Inc., Research Division:
Steve, the guidance, a couple percentage points below consensus and perhaps normal seasonal patterns. Understanding that that's not out of line with what other companies are guiding this season as well, I wonder if you can comment on whether you see that small weakness extending further in the next quarter. You often have some strong opinions on the cycle and we -- I think we'd like to hear them.
Stephen Sanghi:
I have blocked my opinion on the cycle. I'm not going to share with you anymore. Basically, I think as far as the seasonality is concerned, a company with a constant stream of acquisitions that we have done, we believe seasonality often is miscalculated by the investors depending on how many years back you go. We have had Supertex acquisition, which closed in April last year; ISSC acquisition last year. If you go 5 years back, we closed SST acquisition also in April. So when you look at the June quarter numbers, sometimes you do with or without acquisitions and many times, the breakdown of those numbers is not available 2 or 3 years out. So I believe that seasonality changes a lot with these acquisitions. And I think -- but the largest reason is you describe yourself, which is industry conditions are soft, just like announced by other peers. That's what we are seeing and beyond that I'm not going to comment on cycle or anything else for the future.
William Stein - SunTrust Robinson Humphrey, Inc., Research Division:
Okay. I understand that. If I can ask 1 follow-up, please. Wonder to what degree do you see this -- the weakness as FX related, either sort of first order or second order effect and whether there are any end markets, you were good enough to call out IoT. I think historically you haven't done a lot of talking about specific end markets. But is there 1 particular end market like either PC or wireless infrastructure that may be weaker or stronger?
Stephen Sanghi:
So we don't really have much end market commentary. We serve 90,000-plus customers and a vast majority of them through distribution and many time, at the customers, we work with multiple divisions. For some of them the business is PCs. For some others the business is industrial. For some other it could be called consumer. So we don't really have any end market flavor. But Ganesh, in his commentary, described that our IoT business, the way we defined it, much narrower definition of IoT for applications that are really smart and connected, is growing 35% a year. So that's doing very well. But if you take a broader definition of IoT like include all the embedded business and all that, you could almost call 100% of Microchip's business as IoT, which really would not be helpful. So that's really what I have to say there.
James Eric Bjornholt:
I think the question was on FX.
Stephen Sanghi:
FX, I don't really think we can delineate the effects that much. But we do business worldwide in U.S. dollars, so 99% plus of our business will be in U.S. dollars. So we don't take a hit on our receivables that way, and when the currencies become weak overseas, it doesn't change our revenue right away because our prices are in dollars. But then it makes the products more expensive for our customers. So as you're renegotiating the price, the next bid comes in, next order comes in, you're negotiating and then you will see some impact. But doing it in dollars gives us more control, allows us to manage it, split it with the customer or do whatever, but really allows us to manage it rather than have an automatic [ph] full FX impact to drop down. So I think the way we do it is probably better and has a delayed effect. It also impacts the business of our customers. If a business of our customers includes lots of products from overseas, which in most cases it does, then their end product becomes more expensive and they're having more trouble in terms of ramping their own products. So those results are real. Some are first tier, some are second tier, some are even third tier and it's very hard to figure this out with 90,000 customers worldwide doing business in 100 countries and I don't think we can decipher that.
Operator:
Our next question comes from Chris Caso with Susquehanna Financial Group.
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division:
The first question is along the lines of currency also, but I noted that your business in Europe appear to be very strong in the quarter. I wonder if you could talk about that a bit. I didn't know if perhaps there were some currency related effects in there, perhaps having an effect on customer demand in the quarter. I guess, was that European strength surprising to you? And just generally, what would you think may be behind that?
Stephen Sanghi:
Go ahead, Eric.
James Eric Bjornholt:
So Chris, if you look back at our historical results, the March quarter is always a strong period in Europe and you're having growth of almost 19%. It was a really good quarter in Europe, but that's not out of the line with what we've seen historically. And so with the FX rates really changing kind of late 2014, early 2015, the impact on the quarter, from an FX standpoint, was not significant in the March quarter and Steve talked about what the forward effects could be. But it's always a very strong quarter in March in Europe and this quarter was no different.
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division:
Okay. Great. Just as a follow-up, I know you're trying to take inventory levels up. If you can remind us kind of where you're looking to take them, how long you think it's going to take to get there. And is there sort of a leverage benefit on margins as you do that?
Stephen Sanghi:
I think we like our inventory. Product mix has gotten very complex. Today, a significant portion of our business is analog. Lots of our microcontrollers business is very analog-like. There's a high amount of analog on microcontrollers with lots and lots of SKUs. So we're basically finding that our inventory level needs to be between 115 and 120 days. A few years ago, we used to talk about 110 days. So I think it's gone up by about maybe 7 to 10 days to have a reasonable amount of inventory to be able to do business in such a complex mix of SKUs, and our inventory today is 111 days.
James Eric Bjornholt:
111 and we put in the release that we'd expect, based on the guidance for the quarter, for inventory to grow between 3 and 9 days. So take the middle of the road of that and we're kind of getting real close to what our model is for the longer term. So I think inventory is in pretty good shape.
Operator:
[Operator Instructions] We'll go to Craig Hettenbach with Morgan Stanley.
Craig Hettenbach - Morgan Stanley, Research Division:
Just to follow up on the current environment given that the quarter itself came in line. Can you just talk about maybe how it progressed? And it looks like within the last 6 months, we've had a couple times a bit of a pause here. Just what you make of that from a demand or inventory perspective?
Stephen Sanghi:
Well, in terms of how the quarter progressed, it was a very standard March quarter that starts slow with the new year holidays around the world then picks up some steam and then slows down into the Chinese New Year and then you have a [indiscernible] in March. It's probably the most back-end loaded quarter we do compared to June quarter, September quarter, December quarter. March quarter is the most back-end loaded, predominantly driven by the Chinese New Year and slow start in January, so very difficult.
James Eric Bjornholt:
Yes, and I'd say that was within our expectations.
Craig Hettenbach - Morgan Stanley, Research Division:
Okay. Any then -- any color in terms of just kind of canvassing the landscape from a demand and just some of the sluggish trends you're seeing out there?
Stephen Sanghi:
Well, I hate to go back and visit last year, but late last year, the estimates for the industry were double-digit 10 percentile [ph]. And we were able to see that, that that's not doable. It just didn't look possible with what we were seeing in the PC, the inventory we were seeing in the channel and what we were hearing from our customers. We just didn't think the industry had a driver to really create another 10% growth year. And as you look at it now, the growth rate for the industry has been cut in half. So I really have to say that I'm not surprised. It's -- I think that's what we thought it will be.
Craig Hettenbach - Morgan Stanley, Research Division:
Okay. And then maybe just a longer-term question. If you look across, you've been successful in really ramping the analog business as well as on the MCU side in terms of share gains over time. But just as you look at those 2 businesses, any differences for long-term growth rates in terms of which one you might think grow the fastest longer term?
Stephen Sanghi:
Well, we're a very profitable company. As you can see, 32.3% operating profit. So our microcontroller and analog business is both very well funded and relatively independently. We're not driving to a model that 3 years out, exclusion of a business will be this division or that division. They're all well-funded and it depends on basically achieving product success and marketplace penetration and they meet in manufacturing and they meet at the customer base and they meet in application. Wherein the same application, we got lots of microcontroller as well as analog products going into a single board. So there is a lot of synergy that way. But in terms of making investments, there's not a competition because we can really take care of both. So it will largely depend on where we have larger success. Analog has been growing faster somewhat because that's where we have done some of the acquisitions. Microcontroller acquisitions are a bit more difficult to do because everybody has a different architecture and you got different issues in trying to get synergy in microcontroller. So we had been able to acquire capability in analog both organically and through acquisitions, and it has been a smaller business compared to the microcontrollers. Microcontroller is a $1.5 billion business and analog is about 1/3 of that, $0.5 billion. So it's been growing faster. But it's not something that we are -- if microcontroller can grow faster with IoT with other applications, 32-bit is going very fast, 16-bit is going very fast, 8-bit did a record, but it does have a $1.5 billion gorilla that has to move. And we are #3rd in the overall microcontroller market, third or fourth depending on which year you take, versus in analog, we are much lower. There are much, much larger analog companies that we can take share from for long time.
Operator:
We'll continue on to Kevin Cassidy with Stifel.
Kevin E. Cassidy - Stifel, Nicolaus & Company, Incorporated, Research Division:
On your CapEx plan for fiscal year '16, you said $160 million. Can you break it down a little bit? Is it front end or back end and just where the spending will be?
James Eric Bjornholt:
So it's a combination of both, Kevin. We're continuing to invest in new processes and kind of technologies in both the front end and back end and investing to not only support the growth of our organic business, but then invest to bring some things in-house that were previously outsourced for acquisition. So kind of the same story that you've heard before, it is definitely a split between front-end manufacturing and back-end manufacturing.
Kevin E. Cassidy - Stifel, Nicolaus & Company, Incorporated, Research Division:
Maybe to add on to that, what do you expect your split to be at the end of fiscal year '16 for internal versus outsourcing?
James Eric Bjornholt:
So if you're meaning how much of our wafer fab will be done in-house, so in fiscal '15, about 39% of that was outsourced and 61% was done in-house. There'll be modest movements from that in fiscal '16, won't -- nothing will change dramatically.
Stephen Sanghi:
Unless there is a large acquisition that moves the mix. From an organic basis, you can move 1 or 2 points a year or something. So it's not very huge. But significant movements had happened when we acquired SST, which was 100% outsourced; when acquired SMSC, that was 100% outsourced. You could ask that question in the second conference call on Micrel and maybe I can answer it there.
Kevin E. Cassidy - Stifel, Nicolaus & Company, Incorporated, Research Division:
Okay. Yes, maybe what I was trying to get a feel for too is like I think with SMSC, the idea was to bring the test and packaging in-house even though the wafer fab was out. Is that still the longer-term idea to do more of your own testing and packaging?
Stephen Sanghi:
Yes, so when we answered your question on 39% inside, it was not on a COGS basis. It was basically on a fab basis, front end. In terms of back end, we do...
James Eric Bjornholt:
88% of the test we do in-house and kind of high 50s, low 60% of assembly we do in-house and that moves around with the acquisitions as Steve noted.
Stephen Sanghi:
Yes. So we have continued to bring work from SMSC inside. We have closed Supertex test facility in Hong Kong. All that is running into Microchip. So yes, case-by-case basis. When it runs outside, we try to bring it inside for lower cost.
Operator:
Our next question will come from Harsh Kumar with Stephens.
Harsh V. Kumar - Stephens Inc., Research Division:
Steve, I was wondering if there were any bright spots in terms of end markets, some markets that actually held up better both as far as March as well as maybe for the guidance.
Stephen Sanghi:
I think it's fashionable to say IoT. That's what I would say probably. That's -- it grew 35% year-over-year, and I'm sure it did very well quarterly, too.
Harsh V. Kumar - Stephens Inc., Research Division:
That's fair. And then I think you, in response to a previous question, you had talked about linearity of the March quarter. We found that very helpful. I was wondering, not specific to this June quarter but historically, maybe you can give us an idea how typically the June quarter trends for you guys last couple of years.
Stephen Sanghi:
In terms of monthly linearity?
Harsh V. Kumar - Stephens Inc., Research Division:
Yes, just any kind of color you want to give us.
Stephen Sanghi:
We'll say June quarter is probably the most linear quarter. The March quarter is the most nonlinear quarter because of the Chinese New Year. Then when you get to September quarter, you have August, which is weak usually because of holidays in Europe and parts of Asia; and December quarter, you have holidays at the end. So June quarter is actually the most normal linear quarter, and I don't think we expect anything different.
Operator:
And Chris Danely with Citi.
Christopher Brett Danely - Citigroup Inc, Research Division:
So I guess, if you just take a step back, can you compare this soft patch to what happened late last year or maybe even 2012, 2011? Do you think it's similar, better, worse? Do you think there's any chance that things could get worse? Or did we just kind of fall down a month ago or a few weeks ago and now we're kind of bouncing along the bottom and waiting for things back up? Any perspective there?
Stephen Sanghi:
I think, Chris, I resigned from my industry forecasting job last year. Maybe could you...
Christopher Brett Danely - Citigroup Inc, Research Division:
Good luck with that. I guess, as my follow-up, how about inventory out there with distributors and your customers now that demand is a little lower? Do you expect some sort of inventory burn this quarter? Or do you feel like everybody is pretty comfortable out there?
Stephen Sanghi:
So I think our distribution inventory is not high. Number one, we don't take it as a revenue, so it doesn't really matter as much. But if the distribution inventory becomes too high and then they correct it, we can have a downstream effect than if we have to lower our own inventory. Our own inventory is in the lower side and we like it higher. The distribution inventory is in the middle. So when you combine those 2 inventories in that high, if anything, they're in the low side despite the weakness, despite the guidance. So based on current numbers, our inventory is still really on the south or the middle. So I don't think the inventory is a problem. We're working very hard in our factories to make more product for our customers and have expedites and challenges and others with the mix being very complex, having closed down Supertex fab, accommodating all those products in our fab. Manufacturing is challenging and inventory -- high inventory is not an issue right now.
Operator:
And John Pitzer with Crédit Suisse.
John William Pitzer - Crédit Suisse AG, Research Division:
Do you mind I give my shot and try to bring you out of retirement and kind of follow up to Chris' first question? I'm just kind of curious, you're guiding flat up sequentially for the June quarter. A little bit below normal seasonal patterns, but you guys are comfortable enough to continue to build inventory. I'm just kind of curious, if you thought this was going to be prolonged or deeper, would you do anything around utilization? Would you not build inventories? The fact that you're willing to build some inventory, kind of a test inside, if you think this is more of a soft test than anything else?
Stephen Sanghi:
Well, I mean, we really aren't making a call either way. I mean, our manufacturing is running normal. If you look at our December quarter, we have holiday related shutdown we have to do to really do the maintenance on the facilities. So you lose a few days, and it's usually tied on total output in December quarter, and in the March quarter you get the full days. And related to that, we're working hard to build a few days of inventory. We said 3 to 9 days. Let's see at the end it comes out to be 4 or 5 days. That would still be only 114, 115 days of inventory on the lower end of 115 to 119. So like I said, in answer to Chris' question, I don't really think we have conviction either way to drive the inventory much higher and much lower. We're largely basically trying to get to the middle of our range and only going to get to the bottom of our range probably.
John William Pitzer - Crédit Suisse AG, Research Division:
That's helpful, Steve. And then maybe as a follow-up, Ganesh, really appreciate the kind of the more detailed definition of IoT and you talked about a lot of the discrete IP and technology you guys provide. I'm kind of curious, to what extent you guys are providing that as a turnkey solution when you think about microcontroller, analog, wired/wireless connectivity? How do we think about kind of -- how much of your IoT revenue is complete turnkey solutions versus discrete? And what's the opportunity to go to turnkey? And if you could talk a little bit about security within that IoT bucket as well, because clearly, there's a school of thought that secure and connected is what defines IoT. I'd be kind of curious as to how you guys thinking about the security issue?
Ganesh Moorthy:
Okay. Good questions. So when we go to market, there are obviously many customers for whom we can provide the complete bag of solutions
Operator:
And with no additional questions in the queue, I'd like to then turn the floor back over to our speakers for any additional or closing remarks.
Stephen Sanghi:
Okay. We want to thank everyone for attending our conference call. After a little break, at 5:45 Eastern Time, we'll be starting our second conference call, which is regarding the acquisition of Micrel, and we'll hear some of you again on that call. So thank you.
Operator:
Thank you. And again, ladies and gentlemen, that does conclude today's conference. Thank you, all, again for your participation.
Executives:
James Eric Bjornholt - Chief Financial Officer, Principal Accounting Officer and Vice President of Finance Ganesh Moorthy - Chief Operating Officer Stephen Sanghi - Chairman, Chief Executive Officer and President
Analysts:
Craig Hettenbach - Morgan Stanley, Research Division William Stein - SunTrust Robinson Humphrey, Inc., Research Division Christopher Caso - Susquehanna Financial Group, LLLP, Research Division JoAnne Feeney - ABR Investment Strategy LLC Dean Grumlose - Stifel, Nicolaus & Company, Incorporated, Research Division Wills Miller
Operator:
Good day, everyone, and welcome to this Microchip Technology Third Quarter Fiscal Year 2015 Financial Results Conference Call. As a reminder, today's call is being recorded. At this time, I would like to turn the call over to Microchip's Chief Financial Officer, Mr. Eric Bjornholt. Please go ahead, sir.
James Eric Bjornholt:
Good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's President and CEO; and Ganesh Moorthy, Microchip's COO. I will comment on our third quarter fiscal year 2015 financial performance, and Steve and Ganesh will then give their comments on the results and discuss the current business environment as well as our guidance. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effects of our acquisition activities and share-based compensation. Non-GAAP net sales in the December quarter were $535.8 million and were down 1.9% sequentially from non-GAAP net sales of $546.2 million in the immediately preceding quarter. The December quarter revenue exceeded the high end of our updated guidance for the quarter. Revenue by product line was $345.5 million for microcontrollers, $125.5 million for analog, $33.2 million for memory, $22.9 million for licensing and $8.7 million of other. Revenue by geography was $104.9 million in the Americas, $105.9 million in Europe and $325 million in Asia. I'll remind you that we recognize revenue based on where we ship our products to, which tends to skew some of the revenue towards Asia where a lot of contract manufacturing takes place. On a non-GAAP basis, gross margins were 58.2% in the December quarter, at the high end of our guidance range. Non-GAAP operating expenses were 26.6% of sales, well below the bottom end of our guidance range. Non-GAAP operating income was 31.6% of sales, and net income was $143.3 million. This resulted in earnings of $0.64 per diluted share, which was at the high end of our updated guidance. GAAP net sales in the December quarter were $528.7 million and were $7.1 million lower than non-GAAP net sales, as we changed the contractual relationships with the ISSC distribution network to a sell-through revenue recognition model. On a GAAP basis, gross margins, including share-based compensation and acquisition-related expenses, were $57.1 million in the December -- 51 -- 57.1% in the December quarter. GAAP gross margins include the impact of $2.3 million of share-based compensation, $4.2 million of charges associated with the sell-through of written-up inventory from our acquisitions of Supertex and ISSC and $3.2 million of gross profit on the revenue recognition change previously mentioned. Total operating expenses were $204 million or 38.6% of sales and include acquisition intangible amortization of $47.6 million, share-based compensation of $12.5 million, $0.5 million of acquisition-related expenses and special charges of $1 million. GAAP net income was $86.1 million or $0.39 per diluted share. GAAP net income includes nonrecurring favorable tax events of $3.9 million, including a benefit from the reinstatement of the R&D tax credit. In the December quarter, the non-GAAP tax rate was 10.3% and the GAAP tax rate was 1.6%. The GAAP tax rate was favorably impacted by the $3.9 million of nonrecurring tax events that I mentioned before. Our tax rate is impacted by the mix of geographical profits, withholding taxes associated with our licensing business and the tax effect of various nonrecurring items. Excluding any nonrecurring events, we expect our longer-term forward-looking non-GAAP effective tax rate to be about 10.5% to 11%. To summarize the after-tax impact that the non-GAAP adjustments had on Microchip's earnings per share in the December quarter, acquisition-related items were $0.223, share-based compensation was about $0.05, nonrecurring favorable tax events were about $0.018, the difference in GAAP and non-GAAP noncontrolling interest in ISSC was a favorable $0.008, and a noncash interest expense was about $0.007. The dividend declared today of $0.357 per share will be paid on March 9, 2015, to shareholders of record on February 23, 2015. The cash payments associated with this dividend will be approximately $72 million. This quarter's dividend will be our 50th consecutive quarter of making a dividend payment. We have never made reductions in our dividend, and in fact, this quarter's increase marks the 44th occasion we have increased the dividend payment, and our cumulative dividends paid amount to over $2.4 billion. This program continues to be an important component of how we return value to our shareholders. And during the time period that Microchip has paid dividends, we have also purchased back $1.4 billion of our stock, including the stock buyback that we had when we issued our convertible debt back in fiscal year 2008. Our cash return to shareholders since the inception of our dividend program is over $3.8 billion. Moving on to the balance sheet. Consolidated inventory at December 31, 2014, was $276.1 million or 111 days compared to 109 days at the end of the September quarter, excluding any purchase accounting adjustments. 100% of the written-up inventory from our acquisitions is now out of our inventory balance. Inventory at our distributors increased by 2 days in the December quarter and are at 36 days. I want to remind you that our distribution revenue throughout the world is recognized on a sell-through basis. We intend to grow the days of inventory on our balance sheet in the March quarter as we continue to focus on improving lead times for our customers. The cash generation in the December quarter, excluding the purchase of additional shares of ISSC, our dividend payment, changes in marketable equity securities and changes in borrowing levels under our revolving line of credit, was $145.7 million. As of December 31, the consolidated cash and total investment position was $2.23 billion, and our borrowings under our revolving line of credit were $981.3 million. Excluding dividend payments and our acquisition activities, we expect our total cash and investment position to grow by approximately $140 million to $160 million in the March quarter. Capital spending was approximately $36.6 million for the December quarter. We expect about $40 million in capital spending in the March quarter and overall capital expenditures for fiscal year 2015 to be about $160 million as we are adding capital to support the growth of our production capabilities for our fast-growing new products and technologies and to bring in-house more of the assembly and test operations that are currently outsourced. Depreciation expense in the December quarter was $24.7 million. As discussed earlier, the contractual terms of our relationships with the ISSC distributors changed during the December quarter, resulting in about $7 million of lower GAAP versus non-GAAP revenue. There is another $4 million of product in the ISSC distribution channel related to products sold to these distributors by ISSC under their prior contracts. This will result in GAAP revenue being about $4 million less than non-GAAP revenue in the March quarter. At the end of the March quarter, this transition to a sell-through model will be completed for ISSC, and there will be no further differences between GAAP and non-GAAP revenue recognition related to this change. I will now ask Ganesh to give his comments on the performance of the business in the December quarter and provide an update on the integration activities related to the ISSC acquisition. Ganesh?
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. Let's take a closer look at the performance of each of our product lines, starting with microcontrollers. Our microcontroller revenue was up 10.3% in the December quarter from a year-ago quarter. For calendar year 2014, our microcontroller business was up 13.8% and set an all-time record. Also for calendar year 2014, each of our 3 microcontroller segments, 8-bit, 16-bit and 32-bit, set revenue records. Microcontrollers represented 64.5% of Microchip's overall revenue in the December quarter. You may recall that we told you last quarter that our 16- and 32-bit combined microcontroller business was in the range of $400 million to $500 million annualized. Since then, we have received substantial feedback through prospective employees and industry sources that our competitors were very surprised to learn about the size of our 16-bit and 32-bit microcontroller business. And we're actively seeking more information as to where we were winning. It appears our competitors had assumed that our business was still embryonic and were surprised by the magnitude of the revenue range we provided. We believe that our stealth mode in keeping the actual size of business confidential has helped us in gaining substantial momentum in these product lines. With our competitors now apparently scurrying around trying to triangulate on which markets and applications we're achieving our success, we have decided that we are not going to help their effort. Going forward, we will no longer be breaking out the growth rate of the individual microcontroller segments. As you have seen from our disclosures, the size of each of our 8-, 16- and 32-bit businesses is quite substantial. We did break out the growth rates for several quarters when it was important to communicate a sense for the rate of growth of the 16-bit and 32-bit businesses while they were smaller businesses. Henceforth, consistent with the practice of most of our competitors, we will only be reporting overall microcontroller revenue and growth rate. So for one last time for your records, our 16-bit microcontroller business was up 27.7% in calendar year 2014, and our 32-bit microcontroller business was up 41.3% in calendar year 2014. Based on the growth we've experienced in calendar year 2014 in all 3 microcontroller segments, we believe we're continuing to gain significant microcontroller market share, and we expect the calendar year 2014 market share rankings will bear that out when they are published later this year. Now let's move to our analog products. Our analog business was up 15.3% from the year-ago quarter. In calendar year 2014, our analog business was up 15.7% and also set an all-time record. This business continues to have strong design win momentum in a broad range of applications and represented 23.4% of Microchip's overall revenue in the December quarter, the highest percentage that it has ever been. We continue to develop and introduce a wide range of innovative and proprietary new products to fuel the future growth of our analog business. Moving to our memory business, which is comprised of our Serial E-squared memory products as well as our SuperFlash Memory products. This business was up 2% over a year-ago quarter. In calendar year 2014, our memory business was down 1.5%. We continue to run our memory business in a disciplined fashion that maintains consistently high profitability, enables our licensing business and serves our microcontroller customers to complete their solutions. Our memory business represented 6.2% of Microchip's overall revenue in the December quarter. Finally, ISSC was integrated into our business systems as planned on November 1. At the end of December, we owned 91.1% of the ISSC shares, and on December 25, we delisted ISSC from the Taiwan Stock Exchange. We expect to acquire the remaining shares of ISSC in the first half of 2015 and complete the merger process during that time. Let me now pass it to Steve for some general comments about our business as well as our guidance going forward. Steve?
Stephen Sanghi:
Thank you, Ganesh, and good afternoon, everyone. Today, I would first like to reflect on the results of the fiscal third quarter of 2015 and calendar year 2014. Then, I will comment on the progress of some of our acquisitions and then provide guidance for the fiscal fourth quarter of 2015. We are very pleased with our execution in the December quarter. Our original revenue guidance for December quarter at the midpoint was down 4.5% sequentially. In early December, we revised that guidance upwards to be down 3.5% sequentially at the midpoint. Our actual results were down 1.9% sequentially, which was better than seasonal. Looking at the calendar year 2014, it was our first year to cross the $2 billion revenue mark. Calendar year '14 revenue came in at $2.107 billion, up 12.8% from calendar year '13. All of our strategic product lines of microcontrollers and analog posted strong performance in calendar year 2014. The December quarter was also our 97th consecutive profitable quarter. I want to thank all the employees of Microchip for their contribution in this remarkable achievement of 97 consecutive profitable quarters. Now in the last conference call, we told you that we will be shutting down production in Supertex's San Jose fab as well as test facility in Hong Kong. There is excellent progress on both fronts. The last wafer starts in San Jose fab have already been made and the fab will close in the March/April time frame. The transfer of Hong Kong test to our high-volume Thailand facility is also on schedule for this quarter. As we said before, we believe that closure of the San Jose fab and the Hong Kong test facility will add about $0.05 to $0.07 of accretion on an annual basis after the older last-time buy inventory has been shipped out. Now I will provide guidance for the fiscal third quarter of 2015. As we said in the last conference call, we completed the small correction in the September quarter, and then the December quarter turned out to be better than seasonal. March quarter is historically a very strong quarter in Europe and a weak quarter in Asia due to Lunar New Year holidays. The quarter is usually up low single-digit percentage sequentially. We expect this March quarter to be seasonally normal and expect the revenue to be up 1% to 3% sequentially. On a non-GAAP basis, we expect our gross margin to be between 58.2% and 58.4% of sales. We expect operating expenses to be between 26.2% and 26.6% of sales. We expect operating profit to be between 31.6% and 32.2% of sales. We expect non-GAAP EPS to be between $0.65 and $0.67 per share. Now I also promised to you that we will review our business units, geographical data, direct customers and distributors with a fine-tooth comb to make sure that our miss in September quarter was not driven by anything that has changed competitively that we may have missed. I'm happy to report that we have completed a total review and our miss in September quarter was nothing more than a quick correction and softening that we saw led by China. Beyond that, there was no other corrective action on our part. As you have now seen 2 quarters of data from the industry, you can see that our cumulative performance of 2 quarters, September and December, is in the top half of our MCU and analog peer group, and our 2% sequential growth guidance at the midpoint for the March quarter should further alleviate any of your concerns. Overall, our 2014 performance demonstrates Microchip has continued to gain market share in microcontrollers and analog. In closing, as I take stock of our business, I have never been more confident of our market position and our future prospects with the investments we have made and are continuing to make for the long-term success of Microchip. With this, operator, will you please poll for questions?
Operator:
[Operator Instructions] Our first question comes from Craig Hettenbach with Morgan Stanley.
Craig Hettenbach - Morgan Stanley, Research Division:
Can you give any update on the ISSC and Supertex deals from a revenue perspective in terms of how that business is progressing? And I know things like cross-selling takes some time, but just how you see that materialize as we go forward.
James Eric Bjornholt:
So we're not breaking out the revenue specifically for those 2 acquisitions any longer, but we're well on our way into integrating those product lines into our sales force and into our distribution network and are getting very good initial feedback on both. And so we're quite excited about the future opportunity, and the original plan associated with the acquisitions are intact.
Craig Hettenbach - Morgan Stanley, Research Division:
Got it. As a follow-up, Steve, there continues to be a lot of buzz around IoT. Can you give any context in terms of what you're seeing from a design perspective or customer engagements or any context around numbers as you look to kind of size up the opportunities for IoT?
Stephen Sanghi:
Well, there is no standard definition of what you include in IoT or not. Different companies have different definitions. Some include the entire microcontroller, analog, sensor and the entire chain of products that go with it, along with the Wi-Fi solution, and some not. So I will say in general, we are excited about the opportunity presented by the IoT market. We have all the pieces needed, the intelligence in microcontroller, analog, smart memory, sensors, all of the connectivity protocols, Wi-Fi, Bluetooth, RF, ZigBee and everything else. And we think we have increasing presence in this fast-growing market. The broadest adoption of smartphones and tablets is accelerating the demand for more things to be connected, and Microchip is incredibly well placed by having all the components needed, like I mentioned, microcontroller, analog, memory, sensors as well as all the RF, Wi-Fi, Bluetooth and other building blocks. We have ready-mix suite of phoneware solutions to go with various connectivities. And we have a set of partners who can provide the cloud solutions and storage needed for people to be able to ping the data off the cloud. So I think we have really all the stuff needed. We have very substantial revenue in the IoT market. Depending on how you describe it, it could be many hundreds of millions of dollars, and there's a significant growth in the segment. Beyond that, I wish somebody were to define exactly what IoT is.
Operator:
We'll go next to William Stein with SunTrust.
William Stein - SunTrust Robinson Humphrey, Inc., Research Division:
Steve, in the past, I think a big part of the company's growth strategy has been around acquiring companies, mostly in the analog space, to then cross-sell with the microcontrollers, and it's worked quite well historically. In calendar '14 though, I believe, on an organic basis, your analog and interface product grouping actually undergrew micro's, again, organically. And I'm wondering if you think that's -- first, if you could confirm I'm correct and then maybe comment as to why that might have happened and whether you think that will reverse in the next calendar year and perhaps you'll see greater attach for analog?
Stephen Sanghi:
So I don't have the data broken out. We usually break out the data for a quarter or so, and after that, it's very, very difficult because the businesses get intertwined. When we buy a company, part of the thing is then, on a combined basis, to make intelligent selection about where Microchip's effort should go, which piece of the business is better positioned to go forward, an example could be when you acquire a company, you have some that kind of effort going on inside. And then you acquire a company which has a similar effort which is farther along. And after you acquire it, let's say you merge it together and you pursue the platform that you acquired, which would lower the revenue that you would have otherwise gained if you hadn't acquired them because you have similar products. So after about a quarter or so, which is really is important for The Street to know what's the core growth and what's the acquired growth, if you continue to carry it in any fashion a year out -- 9 months out, a year out, then you're really doing disservice because our job is to really to make the best assessments of where we put the effort, where the sales force sells it, where the field application engineer spends time, what is the best solution to present to our customer. And if you happen to present the acquired company's solution, more in favor of -- and not presenting our solution, if that's a negative indicator for you by looking at the core versus acquired growth, then we're not doing our job right, and I don't think that's what we're doing.
William Stein - SunTrust Robinson Humphrey, Inc., Research Division:
Okay. Maybe I'll try a different topic for a follow-up. Can you talk a bit about your capital spending plans? I think you mentioned them briefly, but I missed them in the prepared remarks. But maybe if you could attribute to which product category they relate, and how we should expect your capital planning to go forward through the year.
Stephen Sanghi:
So as far as our capital plan is concerned, our capacity is very common. Our microcontrollers are loaded with analog functionality, a lot of the power management, analog conversion, a lot of interface functionality. Those are really on our microcontrollers also. And customer makes a choice whether he wants to buy a very high-end integrated microcontroller product or he wants to buy a lower-end microcontroller product and adds a standalone analog. So as a result, the processes we develop are internal factories as well as when we buy the product to foundries, those are common technologies and common capital. And it's very similar in the back end. Many of the testers and handlers are predominantly common. There is some customization. But -- so the capital doesn't really make a difference. Capital is very common.
Operator:
We'll go next to Chris Caso with Susquehanna Financial Group.
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division:
We can start at just asking a question with regard to industry conditions, and it's clear that it sounds like we've had a bit of an improvement here. Is there anything exceptional that you're seeing in the underlying business that deviates from normal seasonality in any particular geographic channels or industry segments at this point?
Stephen Sanghi:
We are not -- essentially we are commenting only on our business, not the industry conditions. As we see our business, our guidance is built on performance in each channel, U.S., Europe and Asia, and direct distribution to be seasonally normal.
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division:
Okay. And just moving on with what's happened with some of the foreign exchange rates, particularly the yen. And I know that shouldn't have a particular effect on your business, but it does affect your Japanese competitors. Are you seeing any different competitive behavior as a result of the foreign exchange movements? And then maybe while you're on that topic, I know it's been your goal to take some share from the Japanese as well. Maybe you can comment on what you think your progress is there.
Stephen Sanghi:
Well -- so as the Japanese yen depreciates, there's no question that somebody who produces entirely in Japan, their products become slightly cheaper, although a lot of the Japanese production has also moved to foundries and they have closed or sold a lot of their fabs and they're buying from similar foundries in Asia like we are buying. A lot of their assembly and test has been moved out after the earthquake. So the effect of yen is really much more muted than it ever was. The impact of really the lower cost, if there is any, is really much, much slower and it takes a long time because, really, it's at a designing level. Whatever is designed in our proprietary products, customers really cannot change. So the question really will be on new designs, can somebody from Japan be more competitive? And I think that's really -- there is a lot of hurdle people have. There's IP. There is installed base. There is development tools. There is legacy of products, software the people have designed in. So especially in our business, that impact is really fairly small and takes a very long time. It would be much more drastic in a memory business where you can really substitute one product for the other product to model. But in a microcontroller, analog designing business, I think it's a very negligible impact. But there is a second impact, which is really positive when you measure the market share. The market share dollar, as reported by Gartner or SIA or anybody else, is in dollars. And the majority of the sales of the Japanese companies is in Japan. They produce there, they sell there, they sell in yen. So when you take the yen sale and you convert them to dollars, it's going to be much smaller. That impact is immediate. So when you calculate market share, market share in dollar terms on a percentage basis is going to grow right away. And the other impact you're talking about is very long term, very slow and may or may not happen and we have a lot of time to come to that.
Operator:
We'll go next to Chris Danley [ph] with Citigroup.
Unknown Analyst:
Stephen, in the press release, you talked about your guidance and you said with the current economic backdrop. So can you just go into your thoughts on the current economic backdrop, maybe talk about if you're seeing any differences by geos out there or what the distributors that you guys deal with are telling you about their business?
Stephen Sanghi:
Well, I think it's basically -- that thing is superseded by saying everything is seasonally normal. If you take geography by geography, everybody is aware of what's happening in Europe in the currency, in the economy and all that. So that backdrop is taken into account. When you look at -- in Asia, that backdrop is taken into account. The China GDP has slowed down from what it was before. What they have done is similar in package [ph]. So whenever we know as of today, it is -- that's the background and that's taken into account. And looking at all that, I think business still looks seasonal.
Unknown Analyst:
Great. And for my follow-up, in terms of the upside to guidance on the gross margins and the OpEx, was that all driven by better-than-expected execution on the acquisitions? Or was there some upside to the core business?
James Eric Bjornholt:
So I'd say on, gross margin, it was modest, right? We had a relatively tight range and -- so we were 0.1% above the midpoint of our guidance. So that's just kind of noise level. OpEx, there was quite a bit of improvement there. Chris asked -- the other Chris asked some questions on FX, and the FX did have a positive impact on OpEx in the December quarter, but some of that was offset with a foreign exchange loss as we do some hedging against that. So I would say from an OpEx and gross margin standpoint, things performed pretty much as expected. The company did a good job of controlling costs and FX helped us a little bit on the OpEx line.
Operator:
[Operator Instructions] Our next question comes from JoAnne Feeney with ABR Investment Strategy.
JoAnne Feeney - ABR Investment Strategy LLC:
I just wanted to get a little clarification on the guidance, given the difference between the non-GAAP and the GAAP numbers and that difference moving in the opposite direction this quarter. Is the 1% to 3% based off of GAAP, non-GAAP? And does it refer to the GAAP or non-GAAP number this quarter?
James Eric Bjornholt:
So if we presented that wrong, the non-GAAP and GAAP difference are going in the same direction. In the December quarter, there was a $7 million difference and GAAP revenue was lower than non-GAAP. Same thing in the current quarter. We're expecting that GAAP revenue to be about $4 million lower. Obviously, if you're looking at percentage increase changes, GAAP to GAAP, non-GAAP to non-GAAP, there's a difference. And we're giving our guidance of 1% to 3% growth, midpoint of 2%. That's based off the non-GAAP numbers. So hopefully, that's clear.
JoAnne Feeney - ABR Investment Strategy LLC:
Great. And then as a follow-up, wondering if you could elaborate a little bit on the margin outlook. In particular, are you planning to increase factory loadings anytime soon? Are you using more foundries than you were, say, last quarter? And then are there any mix shifts going on in your foreseeable future that would impact the margin outlook and your move towards the midterm model?
Stephen Sanghi:
Well, if you look at over the last couple of quarters, I think our overall internal inventory got too low. I believe the bottom of it was about 103 days, wasn't it?
James Eric Bjornholt:
About 105.
Stephen Sanghi:
105 days. And we let it get too low. Somewhere, some of the upsides we achieved in earlier quarters. But when the inventory gets too low, then we start to have longer lead time and delivery issues and all that. So we have made conscious efforts, both inside and outside, at the foundries as well as internally growing capacity to bring that inventory more in line. And you've seen the inventory now ending last quarter was 1...
James Eric Bjornholt:
111.
Stephen Sanghi:
111. So we've made some progress. We think it's still not where we want it to be. We want it to be between 115 and 120 days, so slowly, slowly. And as you are growing revenue, then you also acquire more product, and in calculating inventory, dividing by a larger number to calculate the days. So it will take a little bit of time, but we'll continue to work towards trying to get the inventory north of 115 days.
James Eric Bjornholt:
Right. I guess that answered the other pieces of your question. That percentage of foundry of our business continues to be 38% to 40%. There's no significant change there, just very modest changes. Each quarter can go up or down, and we aren't anticipating any significant mix shifts of the business.
Stephen Sanghi:
In our internal fabs, both of our fabs and both of our assembly and test facilities, they're all working at record loading. So there's really high amount of activity. And some of the gross margin we're seeing is really negatively impacted by 2 acquisitions last year. It's no longer impacted by the acquisition we did 2 years ago like SMSC. We totally lost time there, gross margin and operating margins in the range of Microchip. But the later acquisitions, Supertex and ISSC, their gross and operating margins are still well below Microchip. They're improving, but they're not quite there yet and it takes longer time. But if it was just our own performance, it's really better than the gross margin you're seeing.
Operator:
We'll go next to Kevin Cassidy with Stifel, Nicolaus.
Dean Grumlose - Stifel, Nicolaus & Company, Incorporated, Research Division:
This is Dean Grumlose calling in for Kevin. My first question is in the automotive area. Do you plan on also participating in Ethernet or stay with the MOST approach? Or how do you see this particular competitive scenario playing out?
Ganesh Moorthy:
So we do ship both Ethernet and MOST into automotive applications today. They're going to different types of applications. Networking in the car is a focus for Microchip. We dominate the space that is around infotainment networking today. With the most network, we have many new products planned. And whatever the market requirements are that are appropriate and cost effective and competitive, we will have those solutions.
Dean Grumlose - Stifel, Nicolaus & Company, Incorporated, Research Division:
Okay. And in the area of connectivity, especially connectivity that you have acquired, do you have the ability to integrate this with your microcontrollers? Perhaps, you could add some color around your strategy in this area.
Ganesh Moorthy:
Rather than speak to the strategy, let me speak to what the capability is. Clearly, the technologies that are involved to build the networking products have similarities with the technologies that we build our microcontroller and analog products on. And yes, you will over time see appropriate levels of integration where some of the capability will show up on our microcontrollers.
Stephen Sanghi:
Yes, I want to clarify one thing, though, which again touches on the strategy. If your strategy is to go get one large $50 million account, whether it's in networking or smartphones or whatever, then that integration is very important. Then you take a microcontroller, take the RF, take everything and you're delivering SoC to that customer. If your strategy is to try to sell that 2,000 accounts, long-tail customers like Microchip does that have substantially higher margin and a better business model longer term, then integration is not always the best answer because everybody wants a different microcontroller and density and speed and bit size and different performance levels and different things in it. So then you have a problem in choosing a microcontroller. And if you choose a very large, higher-superset microcontroller, then you make it expensive for everybody else. So the best answer to serve 1,000 customers is not always integrated, but the best answer to serve one large customer is always an integrated SoC. So those have strategy implications.
Operator:
[Operator Instructions] We'll go next to John Pitzer with Crédit Suisse.
Wills Miller:
This is Wills Miller calling in for John Pitzer. First, can you help me think about seasonality throughout 2015? More specifically, The Street is modeling up roughly 4% sequentially in June quarter versus seasonal of roughly 7% to 8%. I'm curious because the June quarter was seasonally strong for SMSC. Is this something -- is there something The Street may be missing?
Stephen Sanghi:
Well, we didn't prepare this call to be able to answer anything regarding June in terms of guidance.
James Eric Bjornholt:
Right. I think the only thing I would say to that is you need to be careful when you look at our historical numbers in terms of when we did acquisitions and the impact of those on any particular quarter when looking at trying to determine what seasonality is. But Steve's right, we haven't given guidance beyond the March quarter.
Wills Miller:
Okay, great. And then can you just talk a bit about your expectations by end market for 2015, what do you expect to be the main drivers?
Stephen Sanghi:
So we don't really usually have end-market commentary. We serve 90,000-plus customers around the world. A large number of them buy product from distribution and same customers in different divisions, their end market is either industrial or consumer or it can be PC and some have automotive divisions. And so therefore, we don't break our business down by end markets like that.
Operator:
And it appears we have no further questions at this time. I'll turn it back to our speakers for any final remarks.
Stephen Sanghi:
Okay. Thank you for attending the call today, and we will talk to you next quarter. Bye-bye.
Operator:
Thank you. This does conclude today's program. We appreciate your participation. You may disconnect at any time, and have a great day.
Executives:
Eric Bjornholt - Chief Financial Officer Steve Sanghi - President and Chief Executive Officer Ganesh Moorthy - Chief Operating Officer
Analysts:
Chris Caso – Susquehanna Financial Group JoAnne Feeney – ABR Investment Strategy William Stein - SunTrust Craig Hettenbach - Morgan Stanley Harsh Kumar - Stephens John Pitzer - Credit Suisse Gilbert Alexander - Darfield Associates Kevin Cassidy - Stifel Liwen Zhang - Blaylock Van Craig Ellis - B. Riley
Operator:
Good day everyone, and welcome to this Microchip Technology Second Quarter and Fiscal Year 2015 Financial Results Conference Call. As a reminder, today's call is being recorded. At this time, I would like to turn the call over to Microchip's Chief Financial Officer, Eric Bjornholt. Please go ahead, sir.
Eric Bjornholt:
Good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions, and actual events or results may differ materially. We refer you to our press release of today, as well as our recent filings with the SEC, that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's President and CEO; and Ganesh Moorthy, Microchip's COO. I will comment on our second quarter fiscal year 2015 financial performance, and Steve and Ganesh will then give their comments on the results, provide some additional information on our acquisition integration activities, and discuss the current business environment, as well as our guidance. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relation page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin, and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effects of our acquisition activities and share-based compensation. Net sales in the September quarter were a record $546.2 million, including $16.9 million of net sales from ISSC, and were up 2.8% sequentially from non-GAAP net sales of $531.3 million in the immediately preceding quarter. Revenue by product line was a record $361.8 million for microcontrollers, $122.6 million for analog, $32.5 million for memory, $22.6 million for licensing and $6.8 million of other. Revenue from ISSC is classified within microcontrollers. Revenue by geography was a record $108.6 million in the Americas, $110.8 million in Europe, and $326.8 million in Asia. I remind you that we recognize revenue based on where we ship our products, which tends to skew some of the revenue towards Asia, where a lot of the contract manufacturing takes place. On a non-GAAP basis, gross margins were 59.1% in the September quarter. Non-GAAP operating expenses were 26.6% of sales. Non-GAAP operating income was 32.5% of sales. Net income was $150.2 million. This resulted in earnings of $0.67 per diluted share. On a GAAP basis, gross margins, including share-based compensation and acquisition-related expenses, were 56.3% in the September quarter. GAAP gross margins include the impact of $2.6 million of share-based compensation, and $12.7 million of charges associated with the sell-through of written-up inventory from our acquisitions of Supertex and ISSC. Total operating expenses were $206.1 million, or 37.7% of sales, and include acquisition intangible amortization of $45.4 million, share-based compensation of $12.6 million, $1.8 million of acquisition-related expenses, and special charges of $0.8 million. The GAAP net income was $93.6 million, or $0.42 per diluted share. GAAP net income includes non-recurring favorable tax events of $10.5 million, which were primarily associated with the release of certain valuation allowances, the passing of the statute of limitations on certain tax reserves, and the favorable closing of a tax audit. In the September quarter, the non-GAAP tax rate was 10.9%, and the GAAP tax rate was a benefit of 1.5%. The GAAP tax rate was favorably impacted by the $10.5 million of non-recurring tax events that I mentioned before. Our tax rate is impacted by the mix of geographical profits, withholding taxes associated with our licensing business and the tax effect of various non-recurring items. Excluding any non-recurring events, we expect our longer-term, forward-looking, non-GAAP effective tax rate to be about 10.5% to 11%. To summarize the after-tax impact of non-GAAP adjustments had on Microchip's earnings per share in the September quarter, acquisition-related items were about $0.241, share-based compensation was about $0.06, non-recurring favorable tax events were about $0.047. The difference in the GAAP and non-GAAP non-controlling interest in ISSC was a favorable $0.009, and the non-cash interest expense was about $0.007. The dividend declared today of $0.3565 per share will be paid on December 5, 2014, to shareholders of record on November 21, 2014. The cash payment associated with this dividend will be approximately $71.7 million. This quarter's dividend will be our 49th consecutive quarter of making a dividend payment. We have never made reductions in our dividend. In fact, this quarter's increase marks the 43rd occasion we have increased the dividend payment. And the accumulative dividends paid amount to almost $2.4 billion. This program continues to be an important component of how we return value to our shareholders. During the time period that Microchip has paid dividends, we have also purchased back $1.4 billion of our stock, including the stock that we bought back when we issued our convertible in fiscal year 2008. Our total return to shareholders through dividend and stock buy-back over the past 49 quarters is approximately $3.8 billion. Moving on to the balance sheet, consolidated inventory at September 30, 2014, was $275.7 million, or 105 days, compared to 109 days at the end of the June quarter. The inventory balance at September 30, 2014, includes $4.5 million of inventory write-up costs associated with our acquisitions as required for GAAP purchase accounting. Including the inventory write up, excluding the inventory write-up, Microchip had 109 days of inventory on its balance sheet as of the end of the quarter. We have taken steps to adjust our capacity in our wafer fabs and our assembly and test facilities given the current business environment. Inventory at our distributors increased by three days in the September quarter and are at 34 days. Most of the distribution inventory build in the quarter was at our distributors in Asia. I want to remind you that our distribution revenue throughout the world is recognized on a sell-through basis. The increase in Microchip's net cash and investment balance in the September quarter, excluding our acquisition of ISSC and our dividend payment, was $156.2 million. As of September 30, the consolidated cash and total investment position was approximately $2.124 billion. Our borrowings under our revolving line of credit decreased to $965.6 million. Excluding dividend payments and our acquisition activities, we expect our total cash and investment position to grow by approximately $110 million to $140 million in the December quarter. Capital spending was approximately $38.7 million for the September quarter. We expect about $40 million in capital spending in the December quarter, and overall capital expenditures for fiscal year 2015 to be about $150 million, as we are adding capital to support the growth of our production capabilities for our fast growing new products and technologies, and to bring in house more of the assembly and test operations that are currently outsourced. Depreciation expense in the September quarter was $24.3 million. Historically, the ISSC business has recognized revenue in the distribution channel on a sell-in basis. Microchip will be changing the contractual relationships with ISSC's distributors effective November 1, to move to a sell-through revenue-recognition model. During this transition, Microchip's reported GAAP revenue will not include the sell-through of any inventory that was in the ISSC distribution channel as of the end of October. Based on about 1.5 months of inventory in the ISSC distribution channel, we expect GAAP revenue will be about $7 million lower in the December quarter than it would have been if ISSC had historically recognized revenue on a sell-through basis. To provide investors with an appropriate understanding of the true end-market demand for the ISSC products, Microchip will report its non-GAAP revenue in the December quarter for ISSC, based on if a full sell-through model had been in place for ISSC in the past. We expect non-GAAP revenue for ISSC to be about $17 million in the December quarter. I will now ask Ganesh to give his comments on the performance of the business in the September quarter, and provide an update on the integration activities related to the ISSC acquisition. Ganesh?
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. Let's take a closer look at the performance of each of our product lines, starting with microcontrollers. Including ISSC revenue, which will be reported as part of our microcontroller revenue, our overall microcontroller business grew 5.2% sequentially in the September quarter, and was up 12.7% from the year-ago quarter, thus achieving a new record. Excluding revenue from ISSC, our overall microcontroller revenue grew by 0.3% sequentially in the September quarter, and was up 7.4% versus the year ago quarter, and also achieved a new revenue record. We're being transparent with the revenue added from our ISSC acquisitions, so that analysts and investors can more meaningfully compare our microcontroller results to other companies. Excluding any revenue from ISSC, our 16-bit microcontroller business was up 8.3% sequentially in the September quarter, also achieving a new record for revenue. 16-bit microcontroller revenue was up 23.3% versus the year-ago quarter. This business continues to be an important engine of ongoing growth for us, as we continue to find and serve new customers and new applications with our expanding portfolio. Excluding revenue from ISSC, our 32-bit microcontroller business was up 7.6% sequentially in the September quarter, also achieving a new record for revenue. 32-bit microcontroller revenue was also up 38.6% versus the year-ago quarter. We are continuing to rapidly expand our new product portfolio, win new designs, and expand our presence in new fields of play, to enable further growth in revenue and market share. Our 32-bit microcontroller business, combined with our 16-bit microcontroller business, together are at the size and growth rate where they're making meaningful contribution to our ongoing growth. We believe we are continuing to gain significant microcontroller market share and expect the 2014 market share rankings to bear that out when it is published next year. We have the new product momentum and customer engagement to continue to gain even more share, as we further build the best-performing microcontroller franchise in the industry. Microcontroller’s revenue represented 66.2% of Microchip's overall revenue in the September quarter. Now moving to analog products. Our analog business was down 4.1% sequentially in the September quarter, and was up 13.2% from the year-ago quarter. This business continues to have strong design win momentum, and represented 22.4% of Microchip's overall revenue in the September quarter. We continue to develop and introduce a wide range of innovative and proprietary new products to fuel the future growth of our analog business. Now moving to our memory business, which is comprised of our Serial E-squared memory, as well as our SuperFlash memory products. This business was down 2.6% sequentially. We continue to run our memory business in a disciplined fashion that maintains consistently high profitability, enables our licensing business, and serves our microcontroller customers to complete their solutions. Our memory business represented 6% of Microchip's overall revenue in the September quarter. Finally, the ISSC integration is moving ahead at full speed, and will transition to our business systems on November 1. We expect to complete buying the majority of the approximately 16% of shares of ISSC that we don't yet own, and de-listing ISSC from the Taiwan stock exchange by the end of December 2014. Steve will provide much more color on the ISSC and Supertex acquisitions in his prepared remarks. So let me now pass it to Steve for some general comments about our business, as well as our guidance going forward. Steve?
Steve Sanghi:
Thank you, Ganesh, and good afternoon, everyone. Today, I would first like to reflect on the results of the fiscal second quarter of 2015. Then I will comment on the progress of some of our acquisitions, and then provide guidance for the fiscal third quarter of 2015. I will also comment on the macro-cycle call we made three weeks ago. We are disappointed with the level of business activity in the September quarter. September quarter is usually a very back-end-weighted quarter, because of traditional weak August, due to holidays in various parts of the world. The month of September is usually a very strong month for our revenue after the summer holiday period. This time, the September sales did not materialize to our expectations, leading us to pre-announce the quarter on October 9, 2014. There were a few bright spots in the results, in the areas of microcontrollers and licensing division. As Ganesh mentioned, 16-bit MCUs were up 8.1% sequentially, and 32-bit MCUs were up 7.6% sequentially. Overall MCU revenue achieved another all-time record in the quarter. Licensing division revenue was up 10.5% sequentially, reflecting increased penetration of our SuperFlash technology at foundries and IDMs, alike. During the quarter we worked on simultaneous integration of two different acquisitions. On April 1, 2014, we had closed the acquisition of Supertex. By July 1, 2014, we had integrated the financial and business systems of Supertex with Microchip's. During the quarter we successfully qualified many of the high-volume products of Supertex in Microchip's Tempe, Arizona, fab. During the quarter, we also decided that we will close down Supertex San Jose Fab. It is a six-inch wafer fab located in a leased building in San Jose, California. Currently we are on schedule to make the last wafer start in San Jose fab by the end of November. We will close the fab sometime in February 2015. We have allotted for making some last-time buy wafers for the products that have not been qualified in the Tempe fab yet, and also to provide overlap for customers qualifying their products from Tempe fab. During the quarter, we also decided to phase out production in Supertex the Hong Kong test facility. The cost of production there is significantly more expensive than Microchip's high-volume facility in Thailand. Production in the Hong Kong facility will be phased out by February 2015, also. We believe that closure of the Santa Jose fab and the Hong Kong test facility will add about $0.05 to $0.07 of accretion on an annual basis after the older last-time buy inventory has been shipped out. Supertex's business model is already improving significantly. Last quarter, Supertex's gross margin was 54.7%, and operating margin was approximately 24.7%. When the full impact of production in Microchip's facilities is baked in, we believe Supertex will be operating at Microchip's gross and operating profit models. I remind you that Supertex standalone non-GAAP operating margin, in the full calendar year 2013 before the acquisition was 17.2%. Supertex contributed $0.014 accretion last quarter, which will go to about $0.03 per quarter after the full effect of factory shut-downs has been baked in. We believe it will take about a year to see the full impact. Now about ISSC acquisition. ISSC added $16.9 million to our net sales in the September quarter, and contributed about $0.01 accretion to our non-GAAP EPS. The integration of ISSC is under way. We are on target to consolidate the financial and business systems of ISSC with Microchip's on November 1, 2014. The organization of ISSC is also being merged with the divisional, sales, finance, and other organizations of Microchip. The September quarter was also our 96th consecutive profitable quarter. We have four more quarters to go in order to hit the century mark for consecutive profitable quarters. I want to thank all the employees of Microchip for their contribution in this remarkable achievement of 96 consecutive profitable quarters. Now I will provide guidance for the fiscal third quarter of 2015. December quarter is seasonally the weakest quarter for Microchip. Having seen most of the correction in the September quarter, we expect the December quarter revenue to be only slightly below typical seasonal levels. We expect our non-GAAP revenue to be down 2% to 7% sequentially in the December quarter. In adjusting our factories, we have selectively pushed out some capital equipment previously on order, but we are continuing to invest in our growth initiatives. Continuing on the guidance, on a non-GAAP basis, we expect our gross margin to be between 58% and 58.2% of sales. We expect operating expenses to be between 27% and 27.5% of sales and we expect operating profit to be between 30.5% and 31.2% of sales. We expect non-GAAP EPS to be between $0.59 and $0.64 per share. Now let's talk about the semiconductor cycle and our pre-announcement. In each semiconductor business cycle, this debate rages in the investment and analyst community. Does Microchip have an internal Microchip problem or do our results reflect a weakening macro? And each time we give the same explanation regarding how we see the effect of industry events earlier than others, and we have subsequently been vindicated when the entire industry softens a quarter or so later. But after all these times of telling us that we were right in the previous cycles, the controversy after we make the comments the same as we have seen in the prior cycles. This time it is no different, and it seems that it is really par for the course. I have seen an unprecedented amount of spin in explaining the weak guidance of other companies. One company even called it amplified seasonality, with customers wanting to make sure that they position inventory where they're going to be comfortable at. Now what is that, that sounds like a correction. According to Needham's report, 73% of the companies that have reported thus far have issued guidance lower than consensus, and that does not include companies that reported yesterday or today. This process at other companies in the past have taken two earning cycles to complete, so you have to wait for the January earnings season to see the whole story unfold, and see what happens at all the selling companies. The overarching question remains whether there is a slow-down of the industry ahead, led by China, or was it a company-specific Microchip problem. So let me digress for a minute. At Microchip, we are the students of Jim Collins' famous book, Good To Great. I adopted some of those principles in Microchip culture, which was also documented in my book, titled Driving Excellence. Jim Collins defined level-live leadership in his book. When things go well, a level-five leader looks out the window and thanks his people for having done a great job. I have always thanked my people for having done a great job in achieving 96 consecutive quarters of profitability. Jim Collins says that when things go wrong, a level-five leader looks in the mirror, and takes responsibility, and internalizes what he personally could have done better. Now, December quarter guidance from the industry has been a mixed bag so far. If it turns out that Microchip was wrong in making a cycle call, I would look in the mirror and personally take responsibility to correct whatever may be wrong in our business. However, you are already starting to see commentary from late reporting companies about bookings weakness; weakness in industrial and consumer markets; inventory management by distributors; weakness in Asia; and some even -- some companies even calling for broad weakness across most end markets; and weak macro conditions, combined with seasonality to cause near-double-digit revenue declines. That is, and I quote, amplified “seasonality”. In terms of taking responsibility, we are going through all of our business units, geographical data, direct customers, and distributors with a fine tooth comb. In case our call turns out to be wrong, we want to be prepared in understanding what went wrong and already taken steps taken to correct it. There was a belief on the street that Microchip's problem was caused by the customer letter that we issued on July 31. When you have a few large customers, it is easy to communicate with them regarding your lead times and business environment. With more than 80,000 customers at Microchip, it is very difficult to get the message across without writing such letters and posting them on the web. We were receiving complaints from customers that they needed to be informed that lead time on some products had stretched out. So Microchip wrote the letter to inform our broad base of customers. In fact, the letter had no effect on our revenue, and it stands to reason that a letter issued on July 31 communicating 12 weeks of lead time would have no impact on the September quarter revenue. If the letter is accused of causing any double ordering, then the September quarter sales should have gone up, not down. In reality, the September distribution sales did not materialize, and distribution inventory increased. If we had selling revenue recognition like some of our peers use, we too would have met our guidance for the September quarter. So the letter was not it. Continuing to diagnose the business within Microchip, our microcontroller business without counting ISSC was up about 0.3% sequentially to another record. It was also up 7.4% from same quarter last year. We did not add the revenue of ISSC acquisition completed last quarter, to make a fair comparison to other companies. The last quarter over a year ago quarter performance is better than many of our microcontroller competitors. So we are comfortable with how the businesses are performing inside. Now in every cycle, when we miss a quarter the old bear thesis comes out of the woodwork, like Microchip doesn't have ARM-based MCUs, they are mainly exposed to 8-bit, their 16-bit and 32-bit businesses are small, et cetera. Now we don't break out the numbers by bit density due to competitive reasons, but today we can give you a hint that our combined 16 and 32-bit microcontroller business is about $400 million to $500 million annually, not small by any stretch of the imagination. So this bear thesis has been proven wrong every time, and Microchip has continued to gain significant share in microcontrollers and analog. Looking at all of the late earnings reports that have come out, I can already see this bear thesis getting proven wrong again. The current point in the cycle, or whatever you wish to call it, has made a very good entry point in Microchip's stock, with substantial return as the recovery unfolds. We expect to complete this recovery with a sequential increase in revenue in the March quarter. I also want to point out that many of Microchip's analysts who have gone through this experience before, and have invested time to understand our business dynamic were very constructive after our warning, and recognized that we have called this correctly several times before. Our thanks are due for their taking time over the years to understand the dynamics of our business, and for their support. In closing, as I take stock of our business, I have never been more confident of our market position, and our future prospects with the investment we have made and are continuing to make for the long-term success of Microchip. With that, operator, will you please poll for questions.
Operator:
Absolutely. (Operator Instructions) We'll take now take Chris Caso from Susquehanna Financial Group.
Chris Caso – Susquehanna Financial Group:
Hi, thank you. Good afternoon. Steve, I wondered if you could maybe take us through the last month since the pre-announcement. Obviously at the time and it sounds like you still feel that way, that we're in an industry down-turn. But based on your guidance, it would seem to be a fairly mild down turn as compared to some of the others. I guess a few questions on that. Is that an accurate assessment of how you feel? Has anything changed in your view since you made the call earlier in the month and what gives you confidence in the visibility that you have?
Steve Sanghi:
Well, nothing has changed since we made that call. In fact, many other companies are singing the same song. We did not quantify in our pre-release. We didn't have all the data to be able to provide the guidance at that time, so it was a very limited release. We could have waited another 21 days to tell the numbers today. But – son in pre-release we simply made the statement that we see a correction coming. The street reaction and their interpretation of that correction was grossly overestimated. And, we see a yes, we see a slight correction and one to two quarters worth. For us, last quarter was down, this quarter is nearly seasonal. Our last 10 year average of seasonality for December quarter is minus 4.38, to be exact. To do that math, you've got to take some of the acquisitions out. If you're doing an acquisition in August and you know, it skews the numbers, so you have to do some math to do that. Minus 4.38, and our guidance is pretty much seasonal for this quarter, and we expect us to sequentially grow in the March quarter.
Operator:
We'll now take our next question from JoAnne Feeney with ABR Investment Strategy.
JoAnne Feeney – ABR Investment Strategy:
Yes, thanks for taking my question. So I was wondering, Steve, if you could or Eric, if you could address the question that's come up as to whether the shift in the dollar to yen exchange rate, which has now persisted for a few quarters might have been altering your competitive position against Renesas and may have driven some consumers away?
Steve Sanghi:
Well, Joanne, nobody asked us the question when yen went the other way whether our competitive position was improving. The fact of the matter is microcontroller designs are done two years before, and microcontroller sockets are not competed on such a close price issue of yen versus a dollar. A large majority of Renesas business is in Japan, where we have a relatively small business. We see really relatively small competition with them in US and Europe. The ones we see are mainly in the automotive market, where designs are three, four-year designs. It really absolutely has zero impact.
Eric Bjornholt:
JoAnne, to add to that, you can see the Renesas results. They are public, and there is nothing to write home about.
JoAnne Feeney – ABR Investment Strategy:
Okay, that's helpful. As then a follow-up, I'm wondering, you know, you're always faced with a difficult question about what your end markets look like, and the geographical distribution not being terribly representative of the actual end consumers. But given that you've come to have to look at this cycle, I'm wondering if you've looked at perhaps another way to represent your end markets? And in particular, to what sorts of end markets in China are you most exposed, given all the acquisitions you've had, in which sorts of products? And if you can address that, and perhaps how much you're exposed to the housing market perhaps then you can let us know what you think about the new China stimulus measures that were announced just yesterday, and how that might affect the extent of your recovery here?
Steve Sanghi:
Well, obviously, any stimulus measures announced in China will have a positive effect on us, like it would in any other market. JoAnne, our business is the broadest business any company could have. I don't know really how everybody else counts the number of their customers, but our top 10 customers don't make even 10% of our business. You'll have to go deep tail, we've got 80,000 customers. We do business with everybody, you know, people making no matter what, because microcontroller and analog, they are the most ubiquitous devices. You've got chips in light pens and cables and just everything. So we have a very, very broad business and with such a broad business, you're very much tied into the sentiment of every little company building stuff and lots and lots of small companies who build their stuff in their own garage shop and don't use the large subcontractors and don't have the sophisticated supply chains and multiple subcontractors building products for them. In that kind of environment information is very hard to get and can easily take a quarter. Because every subcontractor thinks well they gained market share. They're doing 60% of the total. If there are three subcontractors, everybody thinks they're doing 40% of the total, and that number adds up to 120%, just like there's inventory in the channel. But with our customers with a long tail, it's the chief engineer who is the President and he's directing the buy. We see the impact of any market moves economy related directly on our revenue on a sell-through basis from distribution and also from our direct customers. And with that kind of business, it's very, very difficult to give you end market breakdown, because we do business with everybody.
JoAnne Feeney – ABR Investment Strategy:
Okay. We'll do our best with that. Thanks.
Steve Sanghi:
Thank you.
Operator:
We'll now take our next question from William Stein with SunTrust.
William Stein - SunTrust:
Great. Good afternoon and thank you for taking my question. Not exactly to follow up on that prior one, but Steve you did highlight that the weakness came from the channel in China. Meanwhile we actually saw pretty robust results from the likes of both Arrow and Avnet, which I think are, represent at least part of your channel. They had good results. So should we think about this maybe as kind of smaller tier two type suppliers or rather distributors? And maybe you can also talk about if there's any identification of the weakness from not only an end market perspective, but large versus smaller customers, OEMs versus contract manufacturers, regionally in China, it's just a bit perplexing? Thank you.
Steve Sanghi:
:
Eric Bjornholt:
Yes, Americas was up about 5% and Europe was up 1%.
Steve Sanghi:
Yes. So we were up in both geographies, so US and Europe were very good. So our problem was in China. Our business in Asia is a much larger percentage than Arrow's and Avnet's business is, so that will really explain one. Secondly, every single question you can ask in this line what we saw versus the others saw, we make this statement and we make this explanation in every cycle, because the way our business is, which I just explained in answering Joanne's question, we have a very long tail of lots of these small customers, and revenue recognition based on sell-through, that we do see effects of industry turns early, about a quarter or so early. It's happened every time. We go through the same criticism and the same line of questions every time. I don't even know why we do it. And a quarter letter when things settle, then everybody has seen it and then for now then people are telling me for the last 10 years, we have called every one of them right. This is going to be the same.
William Stein - SunTrust:
Steve, I appreciate that. If I can ask one follow-up, perhaps you could talk a little bit about capacity planning. I know that last quarter at this time you were talking about some spot shortages, as I recall and having to add capacity kind of as quickly as you could in order to meet customer demand. And I'm wondering if perhaps there is a different approach where you may get, you may want to add the capacity in advance of the rush sort of demand and kind of talk maybe a bit about your capacity planning generally? Thank you.
Steve Sanghi:
Well, you know, we've been in business 24 years. I have been on this job and we've gone through many cycles and our capacity planning has been excellent. This was a one time. We are on a select group of new products and technologies. Our business, as I mentioned, last quarter was growing nearly 15% to 20% sequentially per quarter, quarter-after-quarter for many quarters, almost a couple of years. And we went into a plan for the fiscal year to put a capacity for 50% growth on those products, which internally was questioned are we crazy, and so on and so forth and if I told you, you would really ask similar questions. We grew more than that. We grew 70% to 75%. So it was because of tremendous success in a certain line of products. It wasn't across the board. It was certain select group of products. The weakness we saw in the September quarter has largely corrected that problem minor amount that remains really gets corrected this quarter. So it was a really short term kind of problem. We have fixed it. It's not a deep rooted capacity-planning issue. We're really good at it.
William Stein - SunTrust:
That's helpful, Thank you.
Operator:
(Operator Instructions) We'll now take our next question from Craig Hettenbach with Morgan Stanley.
Craig Hettenbach - Morgan Stanley:
Great. Thank you. Can you follow up on the comments that you do see it as kind of a slight correction calendar Q3 and Q4? What's the feedback like from customers in the channel as you look into March quarter, which typically is up and you're calling that to be up at this early stage?
Steve Sanghi :
Do you want to take that?
Eric Bjornholt:
Yes, we don't have all the visibility into March that perhaps your question implies. We look at what does it seasonally look like. We look at how is the backlog for the March quarter starting to build. We know what has flushed through the system in September and in our guidance for December. And if you put all that together, the best of our intelligence and our own analysis, what we're hearing from our customers, what we're hearing from our field, gives us the confidence to talk about the March quarter being up.
Steve Sanghi:
:
I think guidance for September is already kind of seasonal, so it's highly unlikely. There's really almost no reason for it that the March quarter then gets away from seasonality again in a negative direction. It's just not likely there will be a double dip.
Craig Hettenbach - Morgan Stanley:
Got it. And then as my follow-up Steve, you made the comment you view the stock after the pull-back here as attractive. The company in the past has been opportunistic in terms of buy-back. So how do you view that in terms of buying back your own stock, versus pursuing potential M&A opportunities?
Steve Sanghi:
We don't really have any US cash to buy back stock. We cannot buy stock with our foreign money without writing a check to Washington, and we're not going to do that. So we'll maintain the foreign cash for acquisitions or to bring it in when some tax favored deal can be put together like it was several years ago for patriation. So meanwhile, we continue to be active, looking for various M&A opportunities rather than buying back stock.
Eric Bjornholt:
And we have the debt capacity to be able to go out and do those things.
Steve Sanghi:
We do have a $1 billion plus remaining on our line of credit, but we're not going to use it for buying stock. It's not that far away from where it was, you know, $3 or $4, you know, that's not it.
Craig Hettenbach - Morgan Stanley:
Okay. Got it. Thank you.
Operator:
:
Harsh Kumar - Stephens:
Hi, Steve. If I can ask you, what in your best opinion was the source of the weakness that you are seeing? Is it you think in your best opinion inventory driven, or was it just a spot pause in demand? And we're hearing from you things have already picked up. Just if you can give us some color we would appreciate it.
Steve Sanghi:
Well, you know, I am sure and I hope you guys watch the news that I watch and the headlines that I watch. China industrial production was the lowest in 5 years. The growth of that China housing market has been well written. The negative effect on China GDP that has been seen from stimulus that was taken away for a while ago. And then you know the macro conditions were slow. And we had anticipated a certain amount of demand. And sometimes people have trouble making a connection between inventory and lower demand. It's really one and the same. When the demand is low it creates inventory, because you were building it to a higher demand and then you have to correct for it and it's really one and the same. But macro conditions in China were weak. The whole LP build has been lower. You have seen that in the results of companies who were exposed to that. You have seen broad based guys like announced in the last week. You've seen from plenty of them. Other than really one smartphone manufacturer, unless you're really largely exposed to it, that has been the only strength driven by shipping RF and all those things into those phones. The other big cell phone guy has been weak, also. So there's really only been one place to hide, which is if you're exposed highly to the guy in Cupertino.
Harsh Kumar - Stephens:
That's, fair, Steve. Steve, as we look out, Steve and Eric, as we look out to December and we try to model for that $20 million odd sort of decline that your guidance suggests, should we think of spreading that roughly equally amongst the different businesses by percentage rating, of course?
Steve Sanghi:
Yes. We've got 13, 14 different divisions inside of Microchip that we put together in about three or four buckets report to you. We can't really break it out on a guidance. We got the numbers, but we believe that it will be reasonably spread equally.
Harsh Kumar - Stephens:
Thanks, guys. Appreciate it, as always.
Steve Sanghi:
Thank you.
Operator:
:
John Pitzer - Credit Suisse:
Yes, guys. Steve, thanks for letting me ask the question. Steve, I was wondering if you could help quantify a little bit how much you're taking down utilization, how much were you able to get ahead of this within the September quarter versus December. Is there sort of an inventory target we should think about for the company exiting December? And as my follow-up, is the gross-margin decline in December all utilization driven and will there be a residual effect in the March quarter for some of the actions you're taking in December on utilization?
Steve Sanghi:
So, you want to answer that?
Eric Bjornholt:
Sure. I can answer the utilization piece. So, yes, we've taken our factories down. There's some impact in the December quarter from that. We would not project at this point that gross margins would go lower in the March quarter. So with the decline in revenue and we are building inventory in the December quarter, we would expect that just based on our accounting practices we would have higher inventory obsolescence charges, probably not true obsolescence, but obsolescence’s charges from an accounting standpoint. With our expectation that revenue will increase in the March quarter, we would not expect that to repeat. So, we have taken our utilization down in both fabs and assembly and test facilities, but we aren't breaking out a specific percentage for the street.
Steve Sanghi:
:
We are very transparent, so we take it right away in the current quarter, so that's what you see. So if the utilization doesn't go any lower next quarter, which there's no reason it should, you shouldn't see any further lower gross margin.
Eric Bjornholt:
Adding to your point on inventory, so if you take out all the goofy acquisition accounting, and we ended the September quarter with about 109 days of inventory. And we've got a fairly broad range for the current quarter that's in our release for what inventory could do, just based on our revenue range. But based on the mid-point of our guidance, we think that increase in inventory might be seven or eight days. That would take it to let's say 116 at the mid point. That's kind of on target with what our external guidance has been for target for the longer term.
John Pitzer - Credit Suisse:
Eric, just as clarification, that's inventory on your balance sheet? What do you expect through distribution in the December quarter?
Eric Bjornholt:
That's a hard one to forecast. We were at pretty low levels heading into the September quarter. It went up by 3 days. If you look at where it's been in the last 5 or 6 years, it's ranged between 27 and 47 days. So sitting at 34 days doesn't really concern us. But you know, there will be some movement, but it's very hard to forecast.
Steve Sanghi:
So, you know, that's another area where I think street's interpretation of our inventory build was a massive inventory in the channel, hundreds of millions of dollars or something. Inventory went up from 31 to 34 days, I mean, that's all. And you know, many companies that say they've got distribution inventory ranges, 8 to 10 weeks or something like that, it's a slight shift, but it all happened to be in China. That three days increase, it all happened in China. So the number of days increase in China is little more than that, and has to be corrected. But it's really not a massive increase in inventory. We don't know what distribution would do, whatever they buy from us, it's not our revenue until they sell it out.
John Pitzer - Credit Suisse:
Perfect, guys. Thank you.
Steve Sanghi:
You're welcome.
Operator:
We'll now take our next question from Gilbert Alexander with Darfield Associates.
Gilbert Alexander - Darfield Associates:
Hi, good afternoon. You've answered basically my questions. I would ask one thing. This softness is it basically at the contract manufacturer's level?
Steve Sanghi:
The softness is not at a contract manufacturer’s level. The softness is in a customer demand level. If somebody in the June economy wanted to build 100,000 widgets, in September and December economy he wants to build 95,000 widgets. And you know, when the demand is down 4%, 5% then they are drawing that much less from distribution. If you were building it to your level, then distribution had that excess inventory they've got to bleed out.
Gilbert Alexander - Darfield Associates:
All right. Thank you very much.
Steve Sanghi:
You are welcome, sir.
Operator:
We'll now go to Kevin Cassidy with Stifel.
Kevin Cassidy - Stifel:
Thanks, for taking my question. Just on the attempted acquisition, or the proposal for Cambridge Silicon Radio. Can you talk a little more of what the strategy was there? Are you looking for more Bluetooth technology beyond what ISSC has?
Steve Sanghi:
Well, the basic Bluetooth technology we got from ISSC and it's very good, as good as any we could get. But ISSC revenue is $17 million a quarter and CSR had substantial scale and beyond scale, they also have the location technology. But we looked at CSR like any other acquisition would look at. At any point in time, we have three, four, five companies either we're talking to or getting with or doing the analysis. As we valued it, unfortunately our interest became public during the process, due to some leak somewhere. Otherwise you would have never known. But after total diligence and was really a disciplined approach we have, and our track record of successful acquisitions, we were unable to reach a valuation for CSR that would support making the kind of offer they got from the other company, it was just that simple.
Kevin Cassidy - Stifel:
I see. I wonder if I could just change subjects slightly and go to the utilization. With your foundries, have you cut back orders at foundries also?
Steve Sanghi:
We have cut back orders in foundries also yes.
Kevin Cassidy - Stifel:
Okay. Thank you.
Steve Sanghi:
Yes.
Operator:
We will now take our next quarter from Liwen Zhang with Blaylock Van.
Liwen Zhang - Blaylock Van:
Hi, thank you for taking my questions. Would you please comment on your 8-bit business as you did the last quarter? That would be helpful.
Steve Sanghi:
Comment on the 8-bit business.
Ganesh Moorthy:
So, you know, we don't break out all the different segments every single quarter. We made an exception to that last quarter about the 8-bit. Suffice to say overall microcontrollers were up and there's a number of moving parts within it. You can see what the growth on 16 and 32 were. You can draw your own conclusions from it.
Liwen Zhang - Blaylock Van:
Okay, thank you. Also, for the MCU industry and especially you have a lot of exposure to Asia-Pacific, what kind of a competition are you seeing there, also, the pricing strategies, offer to buy local MCU products? Thank you.
Steve Sanghi:
I seem to recall you asked the same question yesterday in another conference call. The local Asian MCU competitors are not a challenge. There is no new competitors, there is nothing going on. That's not the issue here. We're not really seeing any major competition there. A few commodity guys making low end parts. There's really no formidable Asian competitor, other than the Japanese competitor like Renesas who's really a competitor to us. I do want to add another comment to Ganesh's answers on 8-bit. We don't want people to walk away with 8-bit having any kind of issues. In the June quarter 8-bit was an all-time record. In September 8-bit was also all-time record, but including a small amount of ISSC revenue which was taken as microcontroller. Without that it was down a little bit. So there is really no immediate 8-bit issue. We don't normally break out the numbers and all that, because of sensitivity on the competition front.
Liwen Zhang - Blaylock Van:
Thanks. That's all I have.
Steve Sanghi:
You're welcome.
Operator:
We will now take our final question from Craig Ellis with B. Riley.
Craig Ellis - B. Riley:
Thanks for taking the question and I hopped on late, so I apologize if this was asked and addressed. Steve, could you just put into context the order slow down, and then what appears to be an improvement in that condition recently? How does what you saw compare to what you've seem historically, shorter, longer, more severe, less severe? Can you just put some context around what you're seeing in the business, and the degree to which it's highly localized versus very broad based?
Steve Sanghi:
I think we have seen the shallow, couple of quarter correction before, and we're seeing it again. It's nothing like late 2008, and it's nothing like year 2000. But some of these smaller inventory corrections that have come every couple of years or so, it's really one of those. This is a very mild one. And then I think we get out of that with a probably 5%, kind of or less than that, total cut and what we were thinking before was what we're thinking before. You've got to exclude the ISSC, otherwise it complicates numbers. But if you exclude them we missed it by about 4% last quarter. Our current quarter guidance is seasonal or within 0.5% of seasonal. So you're talking 4%, 4.5% kind of total cut. I would consider that to be fairly mild, if it doesn't really go any worse, which we are not expecting.
Craig Ellis - B. Riley:
In the past –and I think this was more of a 2007 dynamic, but there have been times when there's been an application-specific issue related to some of the softness that you have seen. Did you detect any of that in the recent period, or was it across various application groups or end markets to the extent that you see them?
Steve Sanghi:
Well, you know, so my feeling is that US business is good for everybody, and was good for us. Europe business is also fine. You read the headlines in Europe. Germany is teetering on the brink of recession and all that. I'm not sure all that was seen before. If it gets any worse then it's different, but otherwise Europe business is fine, too. The problem is mostly all in Asia and there are a large number of headlines coming out of China, with a significant GDP drop or slowest industrial production in 5 years, crash in housing, automotive build is low in China. So I think as far as China is concerned, my feeling is with the exception of the companies which are exposed to one guy in Cupertino, excluding that, it's broad based.
Craig Ellis - B. Riley:
Okay. And then lastly, in the release in early October, you identified that you thought the business would return to growth in the first calendar quarter. Is that still the expectation, and can you quantify the degree to which you think the business could grow?
Steve Sanghi:
We're not giving a guidance numerically, but we think first quarter should be about seasonal.
Craig Ellis - B. Riley:
Thank you.
Operator:
We have no further questions. I would now like to turn the conference back over to our speakers for any closing remarks.
Steve Sanghi:
Okay. Well, we want to thank everyone for going through this period and listening to our long commentary here. We'll see some of you at the CSFP in Scottsdale, which we will be attending. It's our home state, and we'll see some of you there. Thank you.
Operator:
That does conclude today's conference. Thank you for your participation.
Executives:
James Eric Bjornholt - Chief Financial Officer, Principal Accounting Officer and Vice President of Finance Ganesh Moorthy - Chief Operating Officer and Executive Vice President Stephen Sanghi - Chairman, Chief Executive Officer and President
Analysts:
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division James V. Covello - Goldman Sachs Group Inc., Research Division Vinayak Rao - Morgan Stanley, Research Division Harsh N. Kumar - Stephens Inc., Research Division JoAnne Feeney - ABR Investment Strategy LLC William Stein - SunTrust Robinson Humphrey, Inc., Research Division Raymond Joseph Rund - Shaker Investments, L.L.C. Gilbert Alexandre John William Pitzer - Crédit Suisse AG, Research Division Kevin E. Cassidy - Stifel, Nicolaus & Company, Incorporated, Research Division
Operator:
Good day, everyone, and welcome to this Microchip Technology First Quarter and Fiscal Year 2015 Financial Result Conference Call. As a reminder, today's call is being recorded. At this time, I would like to turn the call over to Microchip's Chief Financial Officer, Mr. Eric Bjornholt.
James Eric Bjornholt:
Thank you, and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions, and that actual events or results may differ materially. We refer you to our press release for today, as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's President and CEO; and Ganesh Moorthy, Microchip's COO. I will comment on our first quarter fiscal year 2015 financial performance, and Steve and Ganesh will then give their comments on the results, provide some additional information on our acquisition activities and discuss the current business environment, as well as our guidance. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effects of our acquisition activities and share-based compensation. Non-GAAP net sales in the June quarter were above the midpoint of our guidance at a record $531.3 million, including $20.2 million of non-GAAP net sales from Supertex, and were up 7.7% sequentially from net sales of $493.4 million in the immediately preceding quarter. Non-GAAP net sales were $2.5 million higher than GAAP net sales, as GAAP does not recognize revenue on the sell-through of products sitting in the distribution channel on the date an acquisition occurs. Revenue by product line was a record $343.8 million for microcontrollers, a record of $127.8 million for analog, $33.4 million for memory, $20.4 million for licensing, and $5.9 million of other. The Supertex non-GAAP revenue was $17.6 million of analog and $2.7 million of foundry services revenue, which we classify in the Other category. Revenue by geography was a record $103.3 million in the Americas, $109.7 million in Europe, and a record $318.3 million in Asia. I'll remind you that we recognize revenue based on where we ship our products to, which tends to skew some of the revenue towards Asia, where a lot of contract manufacturing takes place. On a non-GAAP basis, gross margins where above the high end of our guidance at 59.8% in the June quarter. Non-GAAP operating expenses were at the low end of our guidance at 26.6% of sales. Non-GAAP operating income was above the high end of our guidance at 33.2% of sales, and net income was a record $151.6 million. This resulted in record earnings of $0.68 per diluted share, which is at the high end of our guidance in $0.02 about the midpoint. On a GAAP basis, net sales were $528.9 million, and gross margins, including share-based compensation and acquisition-related expenses, were 58% in the June quarter. GAAP gross margins include the impact of $2.1 million of share-based compensation and $7.8 million of charges associated with the sell-through of written-up inventory from our acquisitions of Supertex and EqcoLogic. Total operating expenses were $190.6 million, or 36% of sales, and includes acquisition intangible amortization of $36.6 million, share-based compensation of $11.3 million, $0.9 million of acquisition-related expenses, and special charges of $0.3 million, the GAAP net income of $89.9 million, or $0.40 per diluted share. GAAP net income includes nonrecurring favorable tax events of $4.5 million, which were primarily associated with integrating Supertex into Microchip's corporate structure. In the June quarter, the non-GAAP tax rate was 10.7%, and the GAAP tax rate was 16%. The GAAP tax rate was unfavorably impacted by the $4.5 million of nonrecurring tax events that I mentioned before. Our tax rate is impacted by the mix of geographical profit, withholding taxes associated with our licensing business and the tax effects of various nonrecurring items. Excluding any nonrecurring events, we expect our longer-term forward-looking non-GAAP effective tax rate to be about 10.5%. To summarize the after-tax impact the non-GAAP adjustments we had on Microchip's earnings per share in the June quarter, acquisition-related items were about $0.195, share-based compensation was about $0.053, nonrecurring unfavorable tax events were about $0.02, and noncash interest expense was about $0.007. The dividend declared today of $0.356 per share will be paid on September 4, 2014 to shareholders of record on August 21, 2014. The cash payment associated with this dividend will be approximately $71.4 million. This quarter's dividend will be our 48th consecutive quarter of making a dividend payment. We have never made reductions in our dividend and, in fact, this quarter's increase marks the 42nd occasion we have increased the dividend payment, and our cumulative dividends paid amount to $2.3 billion. This program continues to be an important component of how we return value to our shareholders. Moving on to the balance sheet. Consolidated inventory at June 30, 2014 was $264.5 million, or 109 days compared to 118 days at the end of the March quarter. The inventory balance at June 30, 2014 includes $8.5 million of Supertex inventory write-up costs required for GAAP purchase accounting. Excluding the Supertex inventory, and its associated GAAP write-up, Microchip had 108 days of inventory on its balance sheet at the end of the quarter. We have taken steps to increase our capacities so our inventory days don't go significantly lower in the September quarter and support the needs of our customers. Inventory at our distributors decreased by 2 days in the June quarter to 31 days and remains at low levels compared to where they had been historically. I want to remind you that our distribution revenue throughout the world is recognized on a sell-through basis. At March 31, the accounts receivable balance was $286.7 million, an increase by $44.3 million on a sequential basis due to the acquisition of Supertex and the revenue growth we experienced in the quarter. Receivable balances remain in great shape. The increase in Microchip's net cash and investment balance in the June quarter, excluding our acquisition of Supertex and our dividend payment was $121.3 million. As of June 30, the consolidated cash and total investment position was approximately $2.29 billion, and our borrowings under our revolving line of credit increased to $980 million. The increase in Microchip's borrowing during the June quarter was driven by our acquisition of Supertex. Excluding dividend payments and our acquisition activities, we expect our total cash and investment position to grow by approximately $160 million to $180 million in the September quarter. Capital spending was approximately $44.6 million for the June quarter, and we expect about $50 million in capital expenditures in the September quarter, and overall capital expenditures for the fiscal year 2015 to be about $175 million as we are adding capital to support the growth of the business, and to bring in-house more of the assembly and test operations that are currently outsourced. Depreciation expense in the June quarter was $23.3 million. I want to remind our investors and analysts that as Microchip's stock prices changes, there is a diluted share count impact for Microchip's outstanding convertible debt. There is a table on the supplemental financial informations section of Microchip's Investor Relations site that walks through the level of dilution at various stock prices that you may find helpful. The diluted common shares outstanding presented in the guidance table in today's press release assumes an average Microchip stock price in the September 2014 quarter of $46 per share. However, we make no prediction as to what our actual share price will be for such period or any other period. I will now ask Ganesh to give his comments on the performance of the business in the June quarter, and provide an update on the Supertex and ISSC acquisition. Ganesh?
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. Let's take a closer look at the performance of each of our product lines, starting with microcontrollers. Our overall microcontroller revenue grew strongly at 5.3% sequentially in the June quarter, and was up 14.5% versus the year-ago quarter, achieving a new revenue record. All 3 microcontroller segments, 8-bit, 16-bit, and 32-bit experienced sequential growth in the June quarter, and all 3 microcontroller segments achieved record revenue in the June quarter. Microcontrollers represented 64.7% of Microchip's overall revenue in the June quarter. We normally don't provide much color on our 8-bit microcontroller business, but I'm going to make an exception this time, because the results are exceptional and don't always get the attention they deserve. Not only did our 8-bit microcontroller revenue achieve a new record in the June quarter, the cumulative revenue in the last 4 quarters of our 8-bit microcontroller revenue was up 11.5% over the cumulative revenue in the prior 4 quarters. We continue to gain significant share as competitors have defocused in this area, while we have continued to introduce a large number of innovative new products that have captured the imagination of a broad range of customers who have design demand. In fact, demand for our innovative new 8-bit microcontroller products introduced over the last 3 years have been so strong, it has outstripped our ability to ramp manufacturing fast enough. Steve will talk more about that later in his section today. Our 16-bit microcontroller business was up 0.6% sequentially in the June quarter, also achieving a new record for revenue. 16-bit microcontroller revenue was up 26.5% versus the year-ago quarter. While the 16-bit microcontroller business took a bit of a pause in the June quarter, this business continues to be an important engine of ongoing growth for us as we continue to find and serve new customers and new applications with our expanding portfolio, and we expect strong growth in the September quarter. Our 32-bit microcontroller business was up 21.5% sequentially in the June quarter, also achieving a new record for revenue. 32-bit microcontroller revenue was also up 59.8% versus the year-ago quarter. This business is now at a size and growth rate where it is making meaningful contribution to our ongoing growth. We are continuing to rapidly expand our new product portfolio, win new designs and expand our presence in fields of play like the Internet of Things to enable further growth in revenue and market share. Overall, we continue to gain significant microcontroller market share and have the new product momentum and customer engagement to continue to gain even more share as we further build the best-performing microcontroller franchise in the industry. Now let's move to analog products. And before, I comment on the analog business, let me reiterate what Eric said in terms of how we will be reporting the Supertex business, as this is the first time we're including it in our results. Approximately 85% to 90% of Supertex' revenue consists of proprietary analog products, which will be consolidated into our analog reporting segment. The remaining approximately 10% to 15% of Supertex business consists of providing specialty foundry services for customers to have their proprietary designs fabricated by Supertex, which will be consolidated into our reporting segment classified as Other. All of what we have reported in the Other category historically, has been our specialty high reliability assembly and test services business that we inherited as a part our acquisition of MMT in Thailand about 3.5 years ago. Now let's get to the performance of our analog business. Including Supertex analog products, our analog business grew 18.9% sequentially in the June quarter and was up 23.8% from the year-ago quarter. Including Supertex analog products revenue, our analog business represented 24% of Microchip's overall revenue in the June quarter, and we crossed a key milestone with over $500 million of annualized analog products revenue. We continue to develop and introduce a wide range of innovative and proprietary new products to fuel the future growth of our analog business. Moving to our memory business, which is comprised of our Serial E-squared memory products as well as our SuperFlash memory products, this business was sequentially up 0.7%. We continue to run our memory business in a disciplined fashion that maintains consistently high profitability, enables our licensing business and serves our microcontroller customers to complete their solutions. Our memory business represented 6.3% of Microchip's overall revenue in the June quarter. Now a short update about Supertex and where we are in the integration process. Effective July 1, Supertex operations, expanding from order entry to manufacturing to shipments to billings, are fully integrated into Microchip's business systems. Supertex had a small subscale assembly and test operation in Sunnyvale, California for a small percentage of their manufacturing. The Sunnyvale operations have been closed and the manufacturing done there has been absorbed into Microchip's Thailand facility. Supertex has a leased 6-inch fab in San Jose, California. Prior to our acquisition, Supertex had already started to qualify many of their products at foundries for better competitiveness. After completing a detailed assessment, we have begun qualifying at Microchip's fabs, some of the products that were planned for movement to the foundries. We are also studying a long-term scalability and cost-effectiveness of Supertex 6-inch leased fab and expect to conclude our study by the end of this quarter. Supertex subcontracts 100% of its assembly and over 60% of its test volume. We have identified and started transferring some of the products currently outsourced by Supertex into our internal assembly and test operations in Thailand. We are also studying the long-term scalability and cost effectiveness of Supertex Hong Kong test facility, and expect to conclude our study by the end of this quarter. As I had mentioned in our last conference call, we are retaining Supertex sales and applications engineers and have begun cross-training them, as well as our existing sales force, so that we can find revenue synergies. We have also begun to combine the channel partners of both companies with the goal to achieve expanded distribution capabilities for the products of both companies. Lastly, a short update on our acquisition of Taiwan-based ISSC, which we announced on May 22nd. As you saw in our press release of July 14, we completed a very successful tender offer and now have majority ownership of ISSC. We purchased 83.5% of the outstanding shares as part of the tender offer, and have another 10.5% of outstanding shares pledged to us that we will buy when they are past a lockup agreement that expires on November 27, 2014. The full merger will take place sometime in December 2014, but we are moving ahead full speed with integration planning and integration as the full merger is a mere formality at this point. Since the announcement of the acquisition on May 22, we have spent considerable time understanding ISSC's business, organization and system. We have begun developing detailed integration plans and have begun execution of some of these plans this quarter. In regards to manufacturing, ISSC outsources 100% of its manufacturing. The fab processes used are more advanced than what Microchip's has in-house, and will therefore remain at the professional foundries where they run, which happen to be the same foundries that Microchip also runs at. We're doing a make-versus-buy analysis and evaluating whether some of the assembly and tests currently outsourced by ISSC can be brought into by the internal assembly and test operation. Microchip will transition all ISSC back-end manufacturing systems like wafer ordering, assembly and test management, shipment and wafer -- and warehouses to our systems. We estimate that this transition will be complete sometime in the fourth calendar quarter of 2014, at which time, all ISSC products will be shipping from Microchip's business systems. Regarding sales and applications, we are planning to retain ISSC's sales and applications engineers and we'll cross-train them, as well as our existing sales force, so that we can find revenue synergies. We also plan to combine the distribution network for the 2 companies. A few of the distributors for the 2 companies are the same, while most are different, as almost all of the ISSC business was done in Taiwan and China. Our goal is to achieve significantly expanded distribution capabilities for ISSC's products. Now let me pass it to Steve for some general comments about our business, as well as our guidance going forward. Steve?
Stephen Sanghi:
Thank you, Ganesh, and good afternoon, everyone. Today, I would like to first reflect on the results of the fiscal first quarter of 2015, then I will comment on the progress of some of our acquisitions and then provide guidance for the fiscal second quarter of 2015. We are very pleased with our execution in the June quarter, all of the non-GAAP financial metrics like net sales, gross margin percentage, operating expense percentage, operating profit percentage and earnings per share were better than the midpoint of our guidance. Without including Supertex results, our non-GAAP gross margin was 60%, achieving a milestone again, and our non-GAAP operating profit was 33.5%. We also made excellent progress on improving Supertex operating results. Supertex non-GAAP gross margin was 54.5%, and non-GAAP operating profit was 24.5%. I remind you that Supertex standalone non-GAAP operating margin in the full calendar year '13 before the acquisition was 17.2%. Combining Supertex results, our consolidated non-GAAP gross margin was 59.8%, and non-GAAP operating profit was 33.2%, and we are making excellent progress towards our long-term goal of 35% operating profit. Consolidated non-GAAP earnings per share was a record $0.68, and was $0.02 better than the midpoint of our guidance. We also made many new all-time records. Total net sales were an all-time record. In microcontrollers, 8, 16, and 32-bit microcontrollers all made new records individually and collectively. Analog product sales also achieved new all-time record. Geographically, our net sales in Americas and Asia each made all-time new record. And in the non-GAAP financials our gross margin dollars, operating profit dollars, net income dollars, and earnings per share, all made fresh all-time records in the quarter. Last, but not the least, the June quarter was our 95th consecutively profitable quarter. I want to thank all the employees of Microchip for their contribution in making this an outstanding quarter. Now, on April 1, we closed the acquisition of Supertex. Ganesh highlighted the status of our integration on Supertex. We have obviously honed our skills and experience through several very successful acquisitions. Supertex contributed $0.013 attrition for the last quarter, which is about $0.01 accretion that we had guided. Now, $0.003 maybe a small difference on Microchip numbers, but it was a substantial beat on the Supertex contribution. Now, I will provide guidance for the fiscal second quarter of 2015. We are seeing a seasonally normal business environment, with strengths in many of our end markets like industrial, automotive, housing, consumer electronics and personal computing. We are seeing exceptional strength in some of our new products and technologies, which are growing at double-digit percentages sequentially. As a result, our product delivery lead times have stretched out and we are selectively capacity constrained in fab, wafer sort, assembly and test operations, particularly on our newest products and technologies. Our inventory of 108 days is below our targeted level of 115, and is expected to go even lower this quarter. So we're ramping all of our factories, but we're limited by equipment lead times. We have increased our planned capital expenditures for fiscal year 2015 to $175 million. We also, just today, posted a Dear Customer letter on our website, www.microchip.com informing our customers about the business environment, our capacity constraints and our lead times. So you may want to look at that later. We are also mindful of summer quarter in Europe that is usually sequentially down. So taking all these factors into account, we expect the September quarter net sales to be up 5.4% to 8.4% sequentially. This includes about $18 million of sales from ISSC, which are on our clock from July 18 to the end of the quarter. So as Ganesh said, Microchip owns 83.5% of the shares of ISSC. Microchip will include the ISSC sales from July 18 onwards in its financial results and consolidate them line by line. We will then back out the profits for the minority interest. I would also like to highlight that ISSC's revenue recognition through distribution is currently on a selling basis. As we integrate their business into Microchip's business systems, we will change the revenue recognition from distribution to a sell-through basis upon modifying the contractual relationships we have with the distributors. We believe that this will happen in the December quarter, and we will share the accounting impact of this with you in the next earnings call. Continuing on the guidance, on a non-GAAP basis, we expect our gross margin to be between 59.2% and 59.6% of sales, the short-term gross margin is slightly negatively impacted from the consolidation of Supertex, as well as ISSC. ISSC gross margin is currently about 45%, longer-term we expect to improve Supertex, as well as ISSC gross margin to Microchip levels. We expect operating expenses to be between 26.3% and 26.7% of sales. We expect operating profit to be between 32.5% and 33.3% of sales, again, slightly negatively impacted by Supertex and ISSC short term. Longer-term, we expect Supertex and ISSC's operating margins to be similar to those of Microchip's. We expect non-GAAP earnings per share to be between $0.70 and $0.74 per share, this includes about $0.015 accretion from Supertex, and about $0.01 accretion from ISSC. Given all the complications of accounting for the acquisitions, including amortization of intangibles, restructuring charges and inventory write-up on acquisitions, Microchip will continue to provide guidance and track its results on non-GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters and we request that the analysts continue to report their non-GAAP estimates to first call. With that, operator, will you please poll for questions?
Operator:
[Operator Instructions] And we will take our first question from Chris Caso at Susquehanna Financial Group.
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division:
I guess our first question, perhaps we could talk about the production constraints you mentioned in your prepared remarks. Does this imply that there's some business that you're not able to address right now? Are you meeting the customer delivery request in general on some of these products that have stretched out? And as a follow-on to that, if you could talk about the steps you could take when lead times start to stretch out and you've seen these constraints in the past, how you make sure that the customers aren't ordering more than they need.
Stephen Sanghi:
So, definitely, we are leaving out some revenue due to supply constraints in the September quarter. We cannot really dollarize that number, because we don't really know what other additional customer demand will come in for the fiscal quarter 2, and what product mix that demand will come in. In fact, I mentioned that, we posted a Dear Customer letter on our website today, and this letter will start going out to our customers immediately and, hopefully, we will have a much better idea of the supply constraints in the coming weeks. At the same time, we're also working actually quite hard to improve the supply in expediting equipment from our vendors. So an accurate estimate would be difficult on a short-term basis, but we are definitely leaving out some revenue on the table. The obvious question can be that are we losing any designs or market share because of that? Our microcontroller revenue in the June quarter was up 14.5% versus a year-ago quarter. As you know, from really any market growth numbers, that far exceeds any market data for growth of microcontrollers. So, overall, we're gaining market share and actually gaining substantial market share. The products that we have constraints on are very special products with unique features and very high growth. The products were actually -- these products are killing the competition. The new designs will be in production in about a year or longer for anybody who's thinking or doing a new design with these products. So, short-term constraints, I don't think, are going to impact design wins because our customers know our track record for the last 25 years, and these are shorter-term problems that we will solve them quickly.
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division:
Okay. As a follow-up, With respect to the gross margins, and I guess with -- you've given us the ISSC margins, so we could figure out the impact of that on your margin guidance. But for the underlying Microchip margins, with production increasing next quarter, could you talk to us about how that works its way through the income statement? What sort of benefits you see there? And perhaps, how long you'd expect that benefit to continue with the inventory down below your target levels? I suppose this wouldn't be something that you'd get back to normal in just a quarter.
Stephen Sanghi:
Well, so, as I mentioned, the inventory this quarter actually will decline further. So we're actually taking inventory from the balance sheet and asking -- adding to your cost of goods sold. So, I would say that core Microchip margins are in the same range where they were last quarter, plus some or minus some, but usually on the good side. And then they are somewhat negatively impacted by integrating a 45% margin on about $18 million sales from ISSC. And there is Supertex effect also because their margin is at 54.5% and also slightly lower than Microchip, but they were in the numbers last quarter also, and we are also picking up a fair amount of old inventory from Supertex that we're shipping now because of first in, first out. So there are a large number of moving products, but overall margin is in excellent shape.
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division:
Right. But as the production increases, once the capacity is in place, I guess that would suggest better fixed-cost absorption, improvements to margins once that occurred?
Stephen Sanghi:
Yes, the answer to that will be correct. Yes.
Operator:
And we'll take our next question from Jim Covello of Goldman Sachs.
James V. Covello - Goldman Sachs Group Inc., Research Division:
Question on the equipment. You mentioned some equipment has extended lead times. Are you referring specifically to testing equipment or packaging equipment? Could you give us a little more perspective there?
Stephen Sanghi:
Well, it's predominantly fab and test. There is assembly also, but there are few challenges, but it's -- the majority of that is really the fab and test. Test in 2 places, wafer test as well as final test.
James V. Covello - Goldman Sachs Group Inc., Research Division:
That's helpful. And then, do you get the sense that your competitors are experiencing the same sort of issues, where -- when you talk to your customers, or do you think your situation is a little bit unique?
Stephen Sanghi:
We are not focused on our competitors. We're focused on our customers. I don't really know what competitors are experiencing. I mean, our growth rate is just phenomenal. Some of the numbers I have seen on microcontroller growth rates and analog growth rates from some of the competitors we have announced in the earnings season, and sometimes you have to look at the numbers in a rolling 4 quarter cumulative over the similar 4 quarters prior because a single quarter can play games. Everybody has different seasonality. When you're shipping from -- when you're building product and shipping from inventory, it's the totality of it that counts. So, our numbers are, so far, above the competition. And I think the average, when I did the chart yesterday, that 4 quarter over prior 4 quarter comparison, and the average of that was about 4.5%. And the number for Microchip is 15.2. So, we're doing phenomenal on our products, in our growth, in microcontroller, in analog, and that was not expected a year ago that we'll have those kind of growth rates. And as a result, with long lead times on equipment, we're having some capacity challenges.
Operator:
And we'll take our next question from Craig Hettenbach at Morgan Stanley.
Vinayak Rao - Morgan Stanley, Research Division:
This is Vinayak calling in for Craig. I had a question on the ISSC. I think you indicated that your guide has $18 million in revenue. What's the related OpEx to that? And like -- as you stop integrated Supertex, like, any negative or positive surprises that have come along?
Stephen Sanghi:
So, I think you can calculate that in dollars, but the ISSC's current model is 45% gross margin, 26% expenses, 19% operating profit. That's what they're doing standalone. And you can kind of do the math on it, and we will improve it substantially on our clock, but always take some time.
Vinayak Rao - Morgan Stanley, Research Division:
Got it. And any negative and positive surprises over the last quarter in Supertex?
Stephen Sanghi:
No, we did outstanding. We did a revenue guidance. We did our internal gross margin. We did very well in managing expenses, and accretion was 30% better than what we guided, $0.013 versus $0.01. So you have to divide that by Microchip's 223 million shares, so the numbers become miniscule. But standalone, we did very well on what we set out to do.
Vinayak Rao - Morgan Stanley, Research Division:
Got it. That's helpful. And my follow-up, so automotive has been a growth engine, like, both for analog and MCU. Can you just touch upon, like, the opportunities you have seen and any new product introduction towards automotive, especially on the 32-bit side?
Stephen Sanghi:
Go ahead, Ganesh.
Ganesh Moorthy:
So, we play in a broad range of automotive applications. We're not focused on any single item engine control or whatever. In many of the applications, we are the main microcontroller. Those tend to be associated with the body electronics, some of the networking inside of the car. In many of the other applications, we are the auxiliary microcontroller. There's somebody else that's micro, which is a large high-performance microcontroller. So there's no specific single application that is driving the growth. Clearly, we're winning more than our fair share of applications, and the number of cars being built is growing as well. So those are the 2 factors driving the automotive part of our business.
Stephen Sanghi:
To add a little bit in the medical field for what Ganesh said, kind of how broadly our products go into automotive, and we're not really focused on really designing one product, if you go buy today an S-Class Mercedes, you'll be buying 51 chips from Microchip. I think there are about 30 or so microcontroller. There are some analog products and there are some others. If you buy a Hyundai Genesis...
Ganesh Moorthy:
54 of them in it.
Stephen Sanghi:
54 different chips from Microchip all over the car. So those are a couple of representative examples where we're not trying to win this by having one part that goes into the car. We are trying to win it by having 30, 40 chips on the car from up and down the car in all different applications. In each of those applications be -- our part be the main part.
Operator:
And we'll take our next question from Harsh Kumar at Stephens Investment Bank.
Harsh N. Kumar - Stephens Inc., Research Division:
I just had a couple of really quick questions. Stephen, in your press release and in your script, you mentioned, you are seeing exceptional strength at some of your newer products. So I'm curious if you could just give us some more color. Is this the -- are these the products you are recently buying or is this like products that are out in the last 3 to 4 years?
Stephen Sanghi:
Well, let me make an attempt on it. The conventional wisdom has been that 8-bit microcontroller is declining, and all the customers want is really to convert to 32-bit microcontrollers. And you have heard us over the years, we have disagreed with that conventional wisdom for many years. Our 8-bit as well as our 16-bit microcontroller businesses have performed extremely well, in addition to our 32-bit microcontroller, and Ganesh talked about all of them. In fact all 3 microcontroller types, 8-, 16-, and 32-bit, made new records in the quarter. Now the growth here now in 16- and 32-bit microcontroller has been very good and a lot more predictable. We plan for those kind of high numbers, and we're achieving it. I think the surprise was in the 8-bit because kind of nobody gives it the credit. When we talk to the street, analysts and investors, they're all interested asking about 32-bit. We introduced a significant number of new 8-bit products, including a new very high-efficiency 8-bit core and the entire family of products based on that core that can use C programming language, like the higher end 16- and 32-bit microcontrollers. We also introduced a category of core independent peripherals that allow our customers to run the peripheral functions without the microcontroller core engine running or without consuming the CPU power. These have allowed our customers to expand the use of 8-bit microcontrollers dramatically, and the demand for many of these products have really exploded. These products are built on our latest process technology, proprietary technology that we run in our Gresham fab. So the demand for this process technology is growing at a rate of 15% to 20% per quarter, starting from a fairly large base. The success of these and other 8-bit microcontroller products is unprecedented -- it's unprecedented even measuring at a very successful microcontroller track record, even against that very successful track record at Microchip. We're also seeing that the entire competitive threat of trying to insert the M0 Cortex 32-bit ARM core into the 8-bit microcontroller socket really has petered out. These products had 32-bit engine, but otherwise no peripherals or features. They were largely bait-and-switch kind of products, and customers have seen the hollow offering. The result is that our 8-bit microcontroller business is extremely strong, making new records, and currently capacity constrained, but hopefully not for very long because we're growing capacity rapidly.
Harsh N. Kumar - Stephens Inc., Research Division:
Appreciate it, Steve. That was very helpful. And then, as my follow-up, if I can ask you, with the new additions to your Microchip business, Supertex and ISSC, perhaps maybe help us think about how we should think of the seasonality. Is it still largely unchanged? Or will you see more of sort of a consumer effect now in the December quarter?
Stephen Sanghi:
Every acquisition modifies it a little bit. These acquisitions are not extremely large, but ISSC is very consumer-ish, and it will change the seasonality a little bit. Supertex does not change it as much. They're kind of similar to ours, much more industrial. SMSC did change the seasonality a little bit. They were a little more on PCs than we were. Yes, so these all have impacts.
Operator:
And we'll take our next question from JoAnne Feeney of ABR Investment Strategy.
JoAnne Feeney - ABR Investment Strategy LLC:
Follow-up question on the capacity constraints. So it sounds like from your last answer there, mostly this is hitting on the 8-bit side. Is it not possible for you at this point to change the mix and shift some of your capacity over to that which is being constrained? Or are you seeing a broader-based constraint that's really hitting all of your products? And if you could just clarify really where those constraints are kicking in and why mix can't be changed or why it's not worthwhile, to do that at this point, that'd be helpful.
Stephen Sanghi:
Well, so, these -- many of the products that are growing 15% to 20% sequentially are built on our latest advanced technology, so you can't really use the older capacity for these, and we have to add new capacity. Within the products itself, obviously, we're changing mix to build the products, which are stronger, but I think they're all largely doing very well. We're constrained overall on the products on their technology. So even after changing the mix within, the entire number of wafers, we got to run on that technology are 20%, 30% higher than really what I can run today. And we just made an increase just this last month. There is another one happening on August 1, which is tomorrow. We increase the wafer starts. There's another one scheduled for October 1, another one scheduled for January 1. So we are bringing this new equipment, adding it and some of that has been in the works for months, if not quarters, and we've been constantly adding, and we keep thinking that demand will moderate. But from a fairly large base, the demand has continued, which is really the strength of the products. I mean, everybody bad mouths 8-bit, and competitors have backed off, and everybody wants to sell a Cortex core. We defied that conventional wisdom. We were right. We are so successful at that. 8-bit is adding the largest dollar revenue in growth. And we're the only man standing almost.
JoAnne Feeney - ABR Investment Strategy LLC:
That's really helpful. If I can just get a follow-up in on the 16-bit side, obviously, that's grown very strongly as you said in the trailing 12 months year-over-year. I'm wondering if you could elaborate on what you think the pause was. Is this just a timing issue of particular design wins that aren't starting for a bit? Or is this a specific end market that might be weak or a specific application, and why you're confident that, that's going to pick up again in this quarter?
Ganesh Moorthy:
There are smaller changes quarter-to-quarter when people's timings, et cetera, of when they want to purchase may be adjusted. But if you go back and look, it's had a very strong quarter before that. We're expecting a strong quarter. So what falls into any one 90-day period isn't reflective of the business. I think if you look at it over a 12-month period of time, it evens all that out. And so we see the design wins. We see the customers ramping. We're confident in the product line going forward.
Stephen Sanghi:
We have seen the same thing on 32-bit. 32-bit did very well last quarter. But if you look at the quarter before, 32-bit had a very low single-digit growth. So these smaller product lines, 16, 32, although they're fairly sizable, their growth rate doesn't seem to match the corporate and the seasonality. Overall, both are doing very well year-over-year, but quarters are uncertain. So on 16-bit, our current quarter backlog is up by double digit. I'm not saying it will end there, but I think it will end very well.
Operator:
And we'll take our next question from William Stein at SunTrust.
William Stein - SunTrust Robinson Humphrey, Inc., Research Division:
I'm hoping you can give us a little bit more granularity or detail to try to understand the degree to which these lead times are -- the stretch lead times or the shortages are felt broadly across the portfolio. Is it relatively narrow number of products that are affected, or is it broadly speaking? And maybe if you can quantify to what degree you've seen lead times stretch.
Stephen Sanghi:
So, the letter we posted today, it says our lead times are from 6 weeks to 18 weeks plus. And Microchip sells over 100,000 SKUs, so it's really kind of all over the place. Anytime people want a headline number, our lead times are x weeks. There's really no such thing. When you have 100,000 SKUs, there are parts that you can get off the shelf because in any mix situation, there's always some parts available. But in any reasonable volume, we can do it in as little as 6 weeks, and many of them are 18 weeks plus. But these constraints are fairly significant, I would say.
William Stein - SunTrust Robinson Humphrey, Inc., Research Division:
And following up on that, perhaps you can give us a sense as to when you expect that supply will be more in line with demand. You talked about adding capacity. I think, tomorrow, you said, you're adding some new capacity and then you have something planned for, I think you said, January. When would you expect to see a relative balance between supply and demand?
Stephen Sanghi:
The supply-demand balances are hard to predict. I know what additional supply we're bringing in because we know the wafer start ramp and similar ramp in the assembly and test. Now matching it against to what demand may materialize, that's a difficult one. We don't know what demand does in December quarter and in March quarter next year. Will the rate of growth of these products continue? It looks like we dramatically beat our own internal expectations. A year ago, what we predicted regarding these products will do, we were wrong. They are doing significantly extremely better than that. I mean, if a year ago I would have told you that the 8-bit can grow in double digits, you wouldn't have believed it. So I can't tell you exactly the time frame when the problems get resolved, but we are adding a lot of new capacity and they will get better.
William Stein - SunTrust Robinson Humphrey, Inc., Research Division:
If I could just sneak one more quick one in. I mean, you're known as kind of the cycle maven in semis. You've done very well predicting this for all the investors in the past. It feels very much now like the market is telling us that something is going to roll over soon. Your results certainly don't seem to foretell that. To what degree does this, to you, feel like sort of the last run before the tightness gets resolved and suddenly you wind up having a pause in demand versus kind of a more beginning stages of extended improving demand?
Stephen Sanghi:
Well, I carry a heavy burden on my shoulders for semi vision, but I'm not seeing any rollover right now. I think, wind is on our back.
Operator:
And we'll take our next question from Ray Rund at Shaker Investments.
Raymond Joseph Rund - Shaker Investments, L.L.C.:
Steve, I -- actually most of my questions have been answered. I was just curious if you could just repeat what the breakdown was in terms of the different revenue by product area that you went through at the beginning. You kind of did it pretty fast.
James Eric Bjornholt:
This is Eric, I can do that. So microcontrollers were $343.8 million, Analog was $127.8 million, memory was $33.4 million, licensing was $20.4 million, and other was $5.9 million.
Raymond Joseph Rund - Shaker Investments, L.L.C.:
As a follow-up question, can -- you mentioned that your -- the analog, excluding Supertex, was up very -- I think less than 1% sequentially. Is there any reason why analog has slowed down in the last couple of quarters?
Ganesh Moorthy:
Like we mentioned for our 16-bit product line, if you -- I think quarter-to-quarter, there are going to be sometimes a larger than expected growth and sometimes a smaller than expected growth. This isn't the totality of how it's been doing year-over-year on an annualized basis, and you'll find that the analog business has had fantastic growth throughout this time.
Raymond Joseph Rund - Shaker Investments, L.L.C.:
Well, that's quite true. And...
Stephen Sanghi:
It was not 1%, by the way. Our analog business without Supertex grew 2.6% sequentially.
Operator:
And we'll take our next question from Rajvindra Gill at Needham & Company.
Unknown Analyst:
Josh [ph] in for Raji. Most of them have been answered, but could you please give us some color on end markets. I know you mentioned a little bit with auto before, but more color there would be helpful.
Stephen Sanghi:
So I think -- I kind of mentioned we are seeing strength in industrial. We're seeing strength in auto. We're seeing strength in housing. We ship a lot of parts into -- also to housing, appliances, garage door openers, security systems and all the kind of stuff. We're seeing strength in consumer electronics and kind of things we do. We don't go into the cell phone, but the other consumer electronics and the unique one is personal computing. I think if you listen to the Intel commentary and their results, the PCs are going through refresh cycles. So our PC exposure has gone up with the acquisition of SMSC. In fact, 2 different divisions of SMSC. One that does the embedded controller for the PCs, and the other division does Ethernet, LAN, USB and all that. We have seen that market strengthening also. So we're seeing strength in many of these end markets. I believe the market that kind of has been weak was the smartphone. And that's where Microchip doesn't have exposure. So I think, we've done well largely because we try to stay away from that market. We don't like its margins. We don't like its customers. We don't like a number of things about it.
Unknown Analyst:
That's very helpful. And then lastly, on SMSC, last quarter, I think you mentioned you thought you're about halfway to the point where it was -- had a reasonable potential for accretion. Can you maybe update us there where that progress is? Has it been complicated at all by Supertex?
James Eric Bjornholt:
I'll let Ganesh respond to that, but what we said last quarter is we were halfway there on kind of integrating back-end assembly and test manufacturing.
Ganesh Moorthy:
That is exactly what we said. And so -- and we were actually a little less than 50% at that point in time. Those -- not everything that is outsourced makes sense to bring in-house. We go -- we do that case by case, and there's some accretion in SMSC that over time will come as we sell those designs to a broader set of customers using Microchip sales teams and all of that. But SMSC has done exceedingly well and better than what we had expected in its contribution to Microchip.
Stephen Sanghi:
So SMSC's gross and operating margins are now at the Microchip level. And further improvements are possible as we bring some of the small stuff in. But already, SMSC's gross and operating margins are right on the top of Microchip.
Operator:
[Operator Instructions] We'll take our next question from Gill Alexandre at Darphil Associates.
Gilbert Alexandre:
Could you update us on your long-term model, what you'd like to have your gross margins at and your operating expenses? And you mentioned your operating profit goals of 35% now?
Stephen Sanghi:
So, Gill, let me sort of remind everyone, we haven't changed it, so our long-term gross margin model is 61.5%, plus/minus 0.5%. Our operating expense target is 26.5%, plus/minus 0.5%. And our operating margin target is 35%, plus/minus 1%, if you just look at all the low and high. What's really -- what's holding us back a little bit are really the acquisitions. It's very difficult to go out and find an acquisition that's performing at Microchip kind of financials today. In fact, we have found none. So the acquisitions we buy, SST, SMSC, Supertex, ISSC, did all in the gross margins between 45% and 55%, operating margins in teens, pretty much all of them. And SST was worse than that. It wasn't making any money. And then, we take on the task through pruning and expense reduction and margin improvement and moving them to our factories and choosing what to make and not to make, and selecting the product lines, and getting our sales and applications infrastructure to go sell them better to get them into our operating profit. We did that with SST. We did that with SMSC. We're making huge improvement with Supertex, as I mentioned. The operating margin was 17%, and now it's 25%. And we've got to go the rest of the way. In ISSC, we have just begun, we close the deal about a week ago.
Gilbert Alexandre:
Could you give me an idea of how much money you have overseas?
Stephen Sanghi:
Lots.
James Eric Bjornholt:
The vast majority of our cash and investment balance is offshore, and that's why we're borrowers in the U.S. So we manage our U.S. balance to keep our borrowings as low as possible, but the vast majority of cash is offshore.
Gilbert Alexandre:
And your estimated depreciation for fiscal '15?
James Eric Bjornholt:
It depends on the capital that we're bringing in and how that ramps on. But it's probably going to be somewhere between $97 million and $100 million, so it will be up year-over-year.
Gilbert Alexandre:
And could you remind me what ISSC sales are?
Stephen Sanghi:
So in the -- so one is the public number for the last quarter, which is known, which is what?
Ganesh Moorthy:
The last public number is for the June quarter. I know in NT dollars, that's TWD 638 million.
James Eric Bjornholt:
So about $21 million. And I think in the last calendar year they were about $70 million -- $69 million.
Ganesh Moorthy:
Yes, just over $69 million.
Stephen Sanghi:
So the June quarter, publicly announced sales were about $21 million. And this quarter would be higher than that, but we have to reassure the sales from July 18 to the end of the quarter, and that we have guided to be $18 million.
Operator:
And we'll take our next question from John Pitzer at Crédit Suisse.
John William Pitzer - Crédit Suisse AG, Research Division:
Steve, a lot of them have been answered. But as you guys integrate more and more of these acquisitions, thinking about the core Microchip revenue is becoming harder and harder, but when I looked to the September guidance, if you kind of look at kind of the -- take out the acquisition revenue, I'm getting to sort of a flat core sequential growth. One, is that right? And two, even if it's not, I'm just kind of curious, given the capacity constraints, how much better could the September guidance have been if you didn't have some of the capacity constraints?
Stephen Sanghi:
So the answer to your first question, I think, Microchip core business is growing quite substantially, so I don't know where you're coming up with flat, if you did that just for a quarter, so I don't know. But if you look at 4 quarters over 4 quarters, fiscal year '14 over fiscal year '13, we've had very, very substantial growth net of acquisition.
John William Pitzer - Crédit Suisse AG, Research Division:
Steve, I was talking more sequential June to September.
Stephen Sanghi:
Oh, June to September.
Ganesh Moorthy:
That's up 3.5%.
James Eric Bjornholt:
Midpoint of that guidance is 3.5% plus the $18 million coming on from ISSC.
Stephen Sanghi:
So Supertex was -- and that may be the confusion. So Supertex was closed on April 1. So the entire Supertex was included in our June numbers. So including Supertex, June to September, the midpoint of our growth is 3.5%, not flat. And then, add 18% on the top of that -- $18 million, which takes the overall growth to about 6.9%.
John William Pitzer - Crédit Suisse AG, Research Division:
What could the 3.5% have been had you not had some of the capacity constraints that you do?
Stephen Sanghi:
Well, that's -- I can't tell you that. I don't know.
Operator:
And we'll take our final question from Kevin Cassidy at Stifel.
Kevin E. Cassidy - Stifel, Nicolaus & Company, Incorporated, Research Division:
The ISSC, how much of their product will be attached, do you think, to your microcontrollers or will it be similar to when you first came into the analog market? And eventually, this will sell on its own or do you expect that 1 plus 1 equals 3 with your microcontrollers plus ISSC?
Ganesh Moorthy:
Clearly, we expect many of the products will marry up with a microcontroller sometimes with our memory as well as sometimes with our analog. The applications they go into, in many cases, we have served, but without the solution that ISSC has brought. But I think the large opportunity in ISSC also is to take it outside of Taiwan and China, which is where the predominant revenue for them is all coming from. And there, we have our sales channels and customer relationships, where existing products that customers are building but missing the components that ISSC builds, automatically becomes a quick addition that we can make. So we're expecting that many, many ISSC products will be sold next to our microcontrollers.
Kevin E. Cassidy - Stifel, Nicolaus & Company, Incorporated, Research Division:
Okay, great. And can you give us some idea what the cost split is between front end and back end? You say you're going to move the back-end portion to internal manufacturing?
Ganesh Moorthy:
So we don't break that out. And even the timeline for when it can be done -- not everything that ISSC manufactures will make sense to move in-house. So we go systematically, item by item, with the objective of making sure that we get to a lower cost, bringing it in-house, and a percentage of what they do will make sense and some of it will not. But that analysis is not complete, and we don't break out the back end versus front end components of that.
Operator:
And there are no further questions in the queue.
Stephen Sanghi:
Okay. Well, thank you very much for attending our conference call. We'll see some of you on the road as we're doing any conferences. Otherwise, we'll talk to you next quarter. Thank you.
Operator:
And that does conclude today's teleconference. We thank you for your participation.
Executives:
James Eric Bjornholt - Chief Financial Officer, Principal Accounting Officer and Vice President of Finance Ganesh Moorthy - Chief Operating Officer and Executive Vice President Steve Sanghi - Chairman, Chief Executive Officer and President
Analysts:
Andrew Paik Christopher Caso - Susquehanna Financial Group, LLLP, Research Division Harsh N. Kumar - Stephens Inc., Research Division Kevin E. Cassidy - Stifel, Nicolaus & Company, Incorporated, Research Division JoAnne Feeney - ABR Investment Strategy LLC Craig Hettenbach - Morgan Stanley, Research Division Rajvindra S. Gill - Needham & Company, LLC, Research Division Craig A. Ellis - B. Riley Caris, Research Division
Operator:
Good day, everyone, and welcome to this Microchip Technology Fourth Quarter and Fiscal Year 2014 Financial Results Conference Call. As a reminder, today's call is being recorded. At this time, I would like to turn the call over to Microchip's Chief Financial Officer, Mr. Eric Bjornholt.
James Eric Bjornholt:
Good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions, and that actual events or results may differ materially. We refer you to our press releases of today, as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's President and CEO; and Ganesh Moorthy, Microchip's COO. I will comment on our fourth quarter and full fiscal year 2014 financial performance, and Steve and Ganesh will then give their comments on the results, provide some additional information on our April 1 acquisition of Supertex and discuss the current business environment as well as our guidance. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effects of our acquisition activities and share-based compensation. Net sales on the March quarter were above the midpoint of our guidance at a record $493.4 million and were up 2.3% sequentially from net sales of $482.4 million in the immediately preceding quarter. Revenue by product line was a record $326.4 million from microcontrollers, $107.5 million for analog, $33.1 million for memory, $23.2 million for licensing and $3.2 million of other. Revenue by geography was a record $92.8 million in the Americas, a record $115.9 million in Europe and $284.6 million in Asia. I remind you that we recognize revenue based on where we ship our products to, which tends to skew some of the revenue towards Asia, where a lot of the contract manufacturing takes place. On a non-GAAP basis, gross margins were above the high end of our guidance at 59.3% in the March quarter. Non-GAAP operating expenses were below the low end of our guidance at 26.6% of sales. Non-GAAP operating income was above the high end our guidance at 32.7% of sales and net income was a record $141.3 million. This resulted in record earnings of $0.64 per diluted share, which was $0.03 above the midpoint of our guidance. For fiscal 2014, on a non-GAAP basis, net sales were a record $1.931 billion, and up 20.2% year-over-year. Gross margins were 58.8%, operating expenses were 27.1% of sales, and operating income was 31.8% of sales. Net income was a record $531 million, or $2.45 per diluted share. On a GAAP basis, gross margins, including share-based compensation and acquisition-related expenses were 58.9% in the March quarter. GAAP gross margins include the impact of $1.7 million of share-based compensation, and $0.3 million of charges associated with the sell-through of written-up inventory from our acquisition of EqcoLogic, which closed in the December quarter. Total operating expenses were $164.5 million or 33.4% of sales, and include acquisition intangible amortization of $21.3 million, share-based compensation of $10.7 million, $0.9 million of acquisition-related expenses and special charges of $0.5 million. The GAAP net income was $111.5 million, or $0.50 per diluted share. GAAP net income includes nonrecurring favorable tax events of $5.8 million. For fiscal year 2014, GAAP gross margins were 58.4%, operating expenses were 34.7% of sales, and operating income was 23.8% of sales. Net income was $395.3 million, or $1.82 per diluted share. In the March quarter, the non-GAAP tax rate was 9.8% and the GAAP tax rate was 5.7%. The GAAP tax rate was favorably impacted by the $5.8 million of nonrecurring favorable tax events that I mentioned before. Our tax rate is impacted by the mix of geographical profits, withholding taxes associated with our licensing business and the tax effect to various nonrecurring items. Excluding any nonrecurring events, we expect our longer-term forward-looking non-GAAP effective tax rate to be about 10% to 10.5%, which is lower than our previously communicated model. The tax rate will be slightly higher than this in Q1 of fiscal 2015, as we will not have integrated Supertex into Microchip's tax structure. To summarize the after-tax impact of the non-GAAP adjustments had on Microchip's earnings per share in the March quarter, acquisition-related items were about $0.101, share-based compensation was about $0.05, nonrecurring favorable tax events were about $0.026, noncash interest expense was about $0.006 and other items were $0.002. The dividend declared today of $0.3555 per share will be paid on June 3, 2014 to shareholders of record on May 21, 2014. The cash payment associated with this dividend will be approximately $71.1 million. This quarter's dividend will be our 47th consecutive quarter of making a dividend payment. We've never made a reduction in our dividend, and in fact, this quarter's increase marks the 41st occasion we have increased the dividend payment and our cumulative dividends paid is over $2.2 billion. This program continues to be an important component of how we return value to our shareholders. Moving onto the balance sheet. Consolidated inventory at March 31, 2014 was $262.7 million, or 118 days, compared to 126 days at the end of the December quarter. Excluding Supertex, we expect days of inventory at the end of the June quarter to be down between 7 and 11 days based on our revenue guidance range. Inventory at our distributors stayed flat during the March quarter at 33 days and remains at low levels compared to where they have been historically. I want to remind you that our distribution revenue throughout the world is recognized on a sell-through basis. The combined overall inventory position of Microchip and its distributors is in great shape. At March 31, the accounts receivable balance was $242.4 million, an increase by $18.1 million on a sequential basis due to the back-end weighting of the quarter due to the Lunar New Year holidays. Receivable balances remain in great condition. The increase in Microchip's net cash and investment balance in the March quarter was a record $183.1 million prior to our dividend payment. The cash generation was favorably impacted by tax refunds received in the quarter of $28.6 million. As of March 31, the consolidated cash and total investment position was approximately $2.14 billion, and we had $650 million in borrowings under our revolving line of credit. Excluding dividend payments and our acquisition activities, we expect our total cash and investment position to grow by approximately $140 million to $160 million in the June quarter. Capital spending was approximately $34.7 million for the March quarter and was $114.3 million for fiscal year 2014. We expect about $40 million in capital spending in the June quarter and overall capital expenditures for fiscal year 2015 to be about $125 million, as we are adding capital to support the growth of the business and to bring in-house more of the assembly and test operations that are currently outsourced. Depreciation expense in the March quarter was $23 million. I want to remind our investors and analysts that as Microchip's stock price rises, there is dilution for Microchip's outstanding convertible debt that come into the Microchip's diluted share count. There is a table on the supplemental financial information section of Microchip's Investor Relations site that walks through the level of dilution at various stock prices that you may find helpful. The diluted common shares outstanding presented in the guidance table in today's press release assumes an average Microchip stock price in the June 2014 quarter of $48 per share. However, we make no predictions as to what our actual share price will be for such period or any other period. I will now ask Ganesh to give his comments on the performance of the business in the March quarter and provide an update on the Supertex acquisition.
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. Let's take a closer look at the performance of each of our product lines, starting with microcontrollers. Our overall microcontroller revenue grew 4.2% sequentially in the March quarter and was up 18.3% versus the year-ago quarter, achieving a new revenue record. For fiscal year '14, our microcontroller revenue was up 20.8% as compared to fiscal year '13, also achieving an all-time record. All 3 microcontroller segments, 8-bit, 16-bit, and 32-bit experienced sequential growth in the March quarter. And all 3 microcontroller segments achieved record revenue in fiscal year '14. Microcontrollers represented 66.2% of Microchip's overall revenue in the March quarter. Our 16-bit microcontroller business was up 16.4% sequentially in the March quarter, achieving a new record for revenue. 16-bit microcontroller revenue was also up 38.3% versus the year-ago quarter, and for fiscal year '14, our 16-bit microcontroller business was up 44.2% as compared to fiscal year '13. Fiscal year '14 marks the 9th consecutive year of revenue growth and new revenue records for our 16-bit microcontroller business. We now have over 400 16-bit microcontroller products in our portfolio and this business continues to be an important engine of ongoing growth for us as we continue to find and serve new customers and new applications with our expanding portfolio. Our 32-bit microcontroller business was up 7% sequentially in the March quarter, also achieving a new record for revenue. 32-bit microcontroller revenue was also up 66% versus the year-ago quarter. And for fiscal year '14, our 32-bit microcontroller business was up 73% as compared to fiscal year '13. Fiscal year '14 marks the fifth consecutive year of revenue growth and new revenue records for our 32-bit microcontroller business. We now have well over 100 32-bit microcontroller products in our portfolio and we're continuing to rapidly expand our new product portfolio, win new designs, and expand into new fields of play, like the Internet of Things to enable further growth in revenue and market share. Gartner Dataquest just released a microcontroller market share report for 2013. While we remained in the #2 position for 8-bit microcontrollers, we continue to gain significant share versus the 8-bit market at large and versus our nearest competitors. Three years ago, it took the combination of 3 Japanese semiconductor giants, NEC, Hitachi, and Mitsubishi, to knock us off the #1 spot for 8-bit microcontrollers. We assured you at that time that we would work relentlessly to gain market share and to wrest back the #1 spot in the coming years. Post their merger, Renesas 8-bit business in 2010 used to be 41% larger than our 8-bit microcontroller business. In 2013, this lead had shrunk to less than 0.5%. I fully expect that we will wrest back the #1 position in 8-bit microcontrollers in 2014. In the 16-bit microcontroller market, we were again the fastest-growing 16-bit microcontroller supplier among the top 10 suppliers in 2013. We also moved up to the #5 spot in 2013, and expect to continue to gain share and move further up the rankings in the coming years. In the 32-bit microcontroller market, we moved up to the #11 spot in 2013, and we were the fastest-growing major 32-bit microcontroller franchise among the top competitors. Gartner Dataquest report is a backward-looking indicator where we're performing very well. Now let's look at a forward-looking indicator. In early April, UBM Tech, which is the parent company of EE Times, released the results of their annual Embedded Market Study. Once again, Microchip was rated by embedded system design engineers as their #1 choice for new designs using 8-bit, 16-bit and 32-bit microcontrollers in the performance range that we compete in. We are humbled and gratified by the overwhelming preference by engineers for our solutions, and see this as a positive sign for future growth, especially for our 32-bit microcontroller franchise, where some have had questions about our choice of core. Our 2013 market results as well as the 2013 design engineering preference results echo market confirmation of our belief about customers care about, is that we offer a PIC microcontroller solution with all the attendant brand promises and that the choice of core is not as important. Our overall microcontroller results as well as each of our 8-bit, 16-bit and 32-bit results are clearly outperforming the market with year-over-year growth rates well above the market and what we have seen reported by our competitors in their results. We have gained significant market share and have the new product momentum and customer engagement to continue to gain even more share as we further build the best-performing microcontroller franchise in the industry. Now let's move to analog products. After 9 consecutive quarters of sequential growth, our analog business took a pause and was down 1.3% sequentially in the March quarter. However, analog revenue was up 10.6% from the year-ago quarter, and for fiscal year '14, our analog business was up 32% as compared to fiscal year '13, easily one of the best-performing analog franchises in the industry. Analog revenue represented 21.8% of Microchip's overall revenue in the March quarter. We are continuing to develop and introduce a wide range of innovative and proprietary new products to fuel the future growth of our analog business. Moving to our memory business. This business is comprised of our Serial E-squared memory products as well as our SuperFlash Memory products, and was sequentially up 2%. We continue to run our memory business in a disciplined fashion that maintains consistently high profitability, enables our licensing business and serves our microcontroller customers to complete their solutions. Our memory business represented 6.7% of Microchip's overall revenue in the March quarter. Now a short update about Supertex and where we are in the integration process. Since the announcement of the acquisition on February 10, we have spent considerable time understanding Supertex's business, organization and systems. We have developed a detailed integration plan that we have begun to execute starting April 1 when we closed the transaction. Supertex will run as one of our analog product groups, otherwise known as divisions, focused on markets and applications that value high-voltage analog and mixed signal capability. We believe a number of Supertex's current products and future roadmap have broader market appeal than how they have been marketed, and we are taking steps to capitalize on this opportunity. In regards to manufacturing, Supertex does have a leased 6-inch fab, but had already started to move many of their products to foundries for better competitiveness. We are evaluating whether some of the products planned for movement to the foundries can be redirected to Microchip's fabs instead. Supertex subcontracts 100% of its assembly and over 60% of its test volume. We are doing a make-versus-buy analysis and evaluating whether some of the products currently outsourced by Supertex can be brought into our internal assembly and test operations. Microchip will transition all Supertex back-end manufacturing systems like wafer ordering, assembly and test management, shipments and warehouses to our systems. We estimate that this transition will be complete sometime in the third calendar quarter of 2014, at which time all Supertex products will be shipping from Microchip's manufacturing systems. Regarding sales of field applications, we are planning to keep Supertex's sales and applications engineers and will cross-train them as well as our existing sales force so that we can find revenue synergies. We also plan to combine the distribution network for the 2 companies. Some distributors for the 2 companies are the same, while some are different, our goal is to achieve expanded distribution capabilities for the products of both companies. Now let me pass it to Steve for some general comments about our business, more specifics about the Supertex acquisition, as well as our guidance going forward. Steve?
Steve Sanghi:
Thank you, Ganesh, and good afternoon, everyone. Today, I'll will first like to reflect on the results of the fiscal fourth quarter of 2014 and the whole of the fiscal 2014, then I'll will provide guidance for the fiscal first quarter of 2015. We are very pleased with our execution in the March quarter, as well as fiscal year 2014, all of the non-GAAP financial metrics like net sales, gross margin percentage, operating expense percentage, operating profit percentage and earnings per share were better than the midpoint of our guidance. Our operating profit percentage was 32.7% and we are making excellent progress towards our long-term goal of 35% operating profit. Non-GAAP earnings per share was a record $0.64 and was $0.03 better than the midpoint of our guidance. We made the following new all-time records
Operator:
[Operator Instructions] And we will now take our first question from John Pitzer with Crédit Suisse.
Andrew Paik:
This is Andrew Paik on behalf of John Pitzer. Thanks again for providing us on the expected accretion levels from Supertex. I was wondering if you could help us understand what kind of gross margin and operating margin you're embedding in your calculation relative to the $0.02 accretion you are expecting exiting the second full year.
Steve Sanghi:
Is the question short term? Or what we are embedding, longer term and year out?
Andrew Paik:
It's the longer-term, it's relative to the $0.02 accretion you provided for exiting the second full year after the acquisition.
Steve Sanghi:
They're very much similar to Microchip's gross margin level, 60% plus kind of range.
Andrew Paik:
Got it. And as my follow-up, I think, it will be helpful if you could provide us how -- if you saw any strengths, I guess better-than-expected strengths in any particular end market during the March quarter. You have an outside exposure to auto, industrial and housing, so perhaps, it will be helpful if you could provide us -- help us in this and how those end markets perform during the March quarter relative to your expectations heading into the quarter?
Steve Sanghi:
Well, the answer is really kind of all of the above that you mentioned. Housing, auto, industrial, they've been all been small markets. You have heard commentary from other manufacturers and ours was similar. We do not track our business for end markets. We are not organized that way. We have a very broad customer base of 80,000-plus customers. So we could just basically say that, generically, those are the stronger end markets today, and our business has really benefited from those exposures.
Operator:
And we'll now take our next question from Chris Caso with Susquehanna Financial Group.
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division:
First question, I wonder if you could talk a little bit with regard to the Supertex accretion. And as you get to the final $0.12 a year that you expect, how much of that contribution do you expect from cost synergies, improving the margins, getting the margins up to Microchip levels as compared to some of the improved revenue growth, because I think both -- you are looking to make progress on both fronts there?
Steve Sanghi:
That's correct. We are planning to make progress in both fronts. It's only been 1 month. We closed the deal on April 1. So in such a short time, we're really not able to provide you further breakdown of really where some of the synergies could come from. There are synergies out of wafer manufacturing, synergies out of assembly and test, synergies out of OpEx overhead, and synergy out of increased sales at the existing new customers by -- we have already seen and evaluated that Supertex products were marketed to a relatively narrower group of customers. And they have a tremendous high-voltage expertise and some of the products have a much broader reach, and we'll win the designs into broad Microchip 80,000-plus customers with many other broad-based products. So it's really all of the above.
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division:
And with regard to the results and guidance. If you could go into a little detail about why there was divergence between the analog and the microcontroller business in the March quarter? I suppose perhaps that's some of the seasonality of some of your acquired businesses, but if you could go into a little bit of detail there? And what your expectation is for analog versus microcontroller as you go into the June quarter?
Steve Sanghi:
We don't break out our guidance by the various product lines. But looking back at it, the March quarter, analog has grown now straight for about 9 quarters. And cumulatively over that period, actually analog growth has been a little higher than microcontrollers. So not every quarter always perfectly falls in its place. And the large number of moving things and seasonality of different business lines, different customers are different. It's somewhat also impacted by the acquired businesses, which have slightly different seasonality than our own like you mentioned. So those were the numbers in March and we don't break it out going forward. The analog business historically is very strong in the first quarter -- fiscal first quarter, so this quarter you should see positive analog results.
Ganesh Moorthy:
If you go back in our history, you'll also see there've been quarters where 16-bit has taken a pause or 32-bit has taken a pause, so over the long run and as you look at our fiscal year over fiscal year, they all look very good. But at any given quarter, we can have a pause for any of the segments.
James Eric Bjornholt:
Yes, and just point out that analog in the December quarter was an all-time record revenue, so just backing off to slightly from that.
Operator:
And we'll now take our next question from Harsh Kumar with Stephens Incorporated.
Harsh N. Kumar - Stephens Inc., Research Division:
We -- Steve, we've always valued your commentary on the end markets. There was a question asked earlier. I'm curious if you have a mid- to longer-term prognosis based on what you're seeing or your views on the semi cycle at this time.
Steve Sanghi:
I'm surprised you value my commentary on the end markets because [ph] I don't get any.
James Eric Bjornholt:
I think he's talking about just semiconductor program, the cycle.
Steve Sanghi:
Yes, but you're talking about the general semiconductor cycle?
Harsh N. Kumar - Stephens Inc., Research Division:
That is correct. That is correct.
Steve Sanghi:
Well, I think cycle is still on the way up. There are no major cyclical headwinds visible today. You're seeing a strong Europe recovering, all the peripheral countries are doing better. Europe was up -- huge for us in the March quarter. U.S. is doing well, we made record revenue both in U.S. and Europe in the March quarter. And for a -- on a year basis, all geographies were record -- U.S., Europe and Asia. Asia was down in the March quarter, largely because of the Lunar New Year, and Asia would make another record in the June quarter. So I think, geographies are doing well, end markets are doing well, our business is doing well. We're gaining share. The inventories and the channel as well as -- at Microchip are very reasonable. We had 118 days of inventory. We're guiding down inventory by another 7 to 11 days. So I think, things are in reasonably good shape. There will eventually be a cycle, but I don't think it's from the next quarter or 2.
Harsh N. Kumar - Stephens Inc., Research Division:
Got it. And then if I can ask a question. You briefly touched on Internet of Things, IoT, and that's like a new, big buzz word now. I'm curious if your strategy of sort of getting into that market and growing your business, your beachhead will be the microcontroller business or the analog business or something else?
Ganesh Moorthy:
Yes, so we're not getting into the business. We've been in it for a long time. So let me kind of paint how the business looks to us. Many, many, many of these devices that are trying to be connected to the Internet are products in which we have designed in our standard microcontrollers and our analog products for many years. The 4 major components that enable our customers to achieve connectivity to the Internet and be part of the Internet of Things are the computing capability, which is all microcontrollers. The analog functionality, which goes hand in hand in many of their systems. The wireless connectivity and the associated software and firmware that goes with it, which establishes the connectivity through different medium. And finally, the ability to get on to the cloud, which is really where we partner with external partners who will bring that capability, so that they're scalable cloud services that are available to these same customers. So a lot of the people who are achieving connectivity of the Internet are the people who we have dealt with for many years, have their designs, and are winning their new designs as they take the next step of getting to Internet connectivity.
Steve Sanghi:
Thank you, Harsh. I'd like to add one other comment there. I think Microchip fights and defends a very, very broad beachhead. And our $2 billion business doesn't tend to be dependent on neither a single vertical market or single stuff like Internet of Things or anything like that. We are in hundreds and hundreds of appliances, thousands of applications. So as a result, any one given thrust [ph] doesn't get as much air time. But if you look at today, the connectivity of thermostats to washing machines to laundry equipment to garage-door openers to security systems, Microchip is providing the backbone, the microcontroller, the analog, the Wi-Fi, the connectivity, the software and everything to connect these things to Internet. So -- and we have a substantial business in that area, but we don't go out there and say we are pure play in Internet because that's neither true, nor is something we would like. Our business is very broad-based.
Operator:
[Operator Instructions] And we'll take our next question from Kevin Cassidy with Stifel.
Kevin E. Cassidy - Stifel, Nicolaus & Company, Incorporated, Research Division:
Can you talk about your cash position? How much is onshore and how much is offshore? And what's the trend, is there a -- Supertex helped to bring more cash onshore?
James Eric Bjornholt:
Okay, sure, I can answer that. So the vast majority of Microchip's cash is offshore. We have our line of credit that's outstanding, which is about $650 million and we've tapped into that line of credit for our strategic opportunities, specifically the SMSC acquisition in the past and now it will be the Supertex acquisition in the current quarter that we're in. But the vast majority of our cash is offshore. Supertex, we don't expect to really improve the onshore cash generation. It will improve the overall cash generation. But their business profile in terms of how much is offshore versus onshore is similar to what Microchip's is, so it should really maintain that structure.
Kevin E. Cassidy - Stifel, Nicolaus & Company, Incorporated, Research Division:
Okay. And is there any other strategy to bring cash back onshore?
James Eric Bjornholt:
No, there is not another strategy at this point in time. The domestic cash generation that we have, it supports the dividend program, it supports the investments that we need to make in our ongoing business. But the strategic activity for acquisitions -- we'll continue to look at ways to do those things in a cash-effective manner, but each acquisition is different but that's something that is evaluated with each one.
Operator:
And we'll now take our next question from JoAnne Feeney with ABR.
JoAnne Feeney - ABR Investment Strategy LLC:
I had a question for you, though, about the sequence of revenues into this quarter. Traditionally, when you look at your seasonal patterns over the last several years and even the last couple of years, we've seen a stronger uptick in the March quarter -- sorry, in the June quarter. And it seemed like that might even have been bigger this year because of the steeper drop you faced in March because of the new exposure to China New Year and Asia consumer electronics. Do you have a sense for -- or do you see any drivers as to why we didn't see that stronger bounce back in the organic growth of Microchip excluding Supertex or if there are any order pull-ins that explain your above-guidance results last quarter that could help us understand that sequential softness, I guess, here in June?
Steve Sanghi:
I guess we're not looking at June. We are not interpreting them to be soft. If you, in fact, take the March to June results for the last 3 years, you will see that the average growth in net sales that we have experienced in the June quarter over the past 3 years is right in line with a 3.5% guidance. And then add Supertex to that, about $16.5 million, and that's really sort of the formation. So it's not really weaker than the prior. The case you're making is, why is it not stronger. I seem to recall that same industrial, auto and consumer were in the play last year also and there were quite strong. Our last June quarter was pretty good, too. So I think, it's been about a year that these end markets have been stronger, it's really not a new thing. In addition, not really any pull-ins, but we beat the March quarter from the original midpoint of guidance of 1.5%, so we're starting with a higher base.
JoAnne Feeney - ABR Investment Strategy LLC:
Right, that's helpful. And then on the order pattern or the pace of business, can you give us any color on how orders might have evolved over the last few months or over the course of March and then beginning here the June quarters, whether you are seeing any expedited orders or any push-outs? And whether that's prompting you to increase capacity utilization at your fabs?
Steve Sanghi:
Okay. That's a good question. Our order pattern is very strong. I mean, noticeably the overall total backlog has a steep slope upwards, but the backlog is not aging all in the June quarter. We're getting more longer-term orders somewhat related to just overall strong orders. So the lead times are not short on many of the products. So with the environment being stronger in industrial, auto, consumers and others, pretty broad-based from all geographies. We are seeing customers willing to place orders more out in time than they historically are. Partially because customers have also got to know that June, September are stronger quarters and they have seen in the previous years, when I was writing these letters, then posting them on the web to customers all the time, leading up to this time, asking the customers to place their longer-term backlog and they always saw the orders or the lead time push out and some customers were stranded with very short inventory. This time I didn't write the letter because we were basically getting very strong orders and with a very good outlook in the future. Some of the orders of going all the way into October, November, December. So order patterns are very strong and we should have good visibility, which will stage for a good June and a good September.
JoAnne Feeney - ABR Investment Strategy LLC:
And on capacity utilization, is that moving higher?
Steve Sanghi:
So capacity utilization is moving higher. We have increased the wafer starts in our fab, and that's reflected in our guidance where I said the core Microchip or the classic Microchip without Supertex, gross margin midpoint is about 59.7%, which is substantially higher than the March. But we have a slight negative effect of the Supertex integration in the first quarter because their gross margin is lower and by the end of the year or so, we'll get them pretty good. But there's a short-term impact and our capacity utilization is increasing quite a bit in the back-end, all the way from wafer on, in probe and assembly and test. And we're adding substantial new equipment in all stages in fab probe, assembly, test, which is reflected in our $40 million of capital expense budget we have forecasted for the current June quarter.
Operator:
And we'll now take our next question from Craig Hettenbach with Morgan Stanley.
Craig Hettenbach - Morgan Stanley, Research Division:
On the 32-bit market, the company continues to see steady share gains from a small base. Can you just update your thoughts on just the positioning within MIPS? And I know you also have an on license with the SMSC deal and just how you see that 32-bit market for you [ph] evolving?
Ganesh Moorthy:
Well, we don't position our products to be MIPS or ARM or anything else. We position to be PIC32 microcontrollers. So we have our standard microcontroller portfolio of PIC32 products with well over 100 products in the portfolio. Its breadth of solutions available has been growing, contributing to a higher number of opportunities that we can serve. As we told you back in November, we have some of the highest-performance microcontrollers, some of the best code efficiency microcontrollers and a whole software platform that we have called MPLAB Harmony to enable that. And the success is coming from focusing on customers and applications rather than focusing on cores and architectures.
Craig Hettenbach - Morgan Stanley, Research Division:
Got it. Appreciate the color there. And Steve, if I could on the SMSC deal, it's been highly accretive. Any thoughts on just kind of what the biggest positive surprise is as you digested that deal have been, and then any other things that you're still working that you see as opportunity going forward?
Steve Sanghi:
Well, we pretty much nailed it in that case. I mean, we highlighted significant accretion that we were going to get from various operating expenses, their operating expense was over 40% of sales compared to really what Microchip numbers have been. Their gross margin was a lot lower, and therefore combined together, their operating margin was about 12% in the full year before we bought them. And then now really in the Microchip range, so we've gotten improvement from gross margin, we've gotten improvement from operating expenses and we've gotten also improvement from taking some of their products that they were largely positioning them only in the vertical market, like USB was mainly in the computing market and Internet was mainly in the computing market. And with the Microchip broad customer base, we have been able to take them more broadly into set-top boxes and industrial and appliances and other stuff. So a lot of that has happened. There is still some more accretion to grow by the consolidation of assembly and test into Microchip facilities. I think we're only about half done.
Ganesh Moorthy:
Half done.
Steve Sanghi:
So only about half done and that basically slowed down because the environment recovered very strongly, and we got more busy really ramping the core Microchip stuff, microcontrollers and analog to our probe, assembly and test facilities, which was more important because it was incremental business. And now we have Supertex on our plate, so we're really trying to transfer some of the Supertex assembly and test also to our facilities. So there's a lot on the plate. There is plenty of opportunity to transfer the rest of SMSC, to transfer the Supertex and to keep growing our own business. That's a good thing. There's a lot of opportunity. But we haven't been able to fully complete it because the environment turned strong and we got busy growing our own business.
Operator:
And we'll take our next question from Rajvindra Gill with Needham & Company.
Rajvindra S. Gill - Needham & Company, LLC, Research Division:
If you could update us a little bit on the competitive dynamics in the microcontroller market. As you know, there are other companies' flash vendors that have kind of moved into the microcontroller market through acquisitions. Wondering kind of what your thought process overall of the competitive landscape in that market. And along those same lines, do you anticipate that there could be some consolidation in that market over time because it's fairly fragmented?
Steve Sanghi:
Well, I'll make some comments and maybe Ganesh can add something to it. I think, the competitor you're mentioning is the one that brought a business from Japan. We are seeing 0 competition from this manufacturer. We never competed with their Japanese business before, and a lot of noise is being made. But there is really not in our customer base, really not seeing it. It's a memory company, it has been, and they bought some microcontroller and analog business, and they do well over time, but more likely, they're going to compete with some of the other Japanese companies like Renesas and Toshiba and others. But we're really not seeing any competition from them, so they have not changed the dynamics of either the microcontroller or the analog business even one iota.
Rajvindra S. Gill - Needham & Company, LLC, Research Division:
And do you -- could you kind of talk a little bit about the penetration of ARM in the microcontroller market? Do you see that accelerating at a faster rate? Or is it kind of in line with the kind of the previous thinking?
Steve Sanghi:
Ganesh, do you want take that?
Ganesh Moorthy:
We almost don't care. We're not focused on what the core is. We're focused on what our customer needs, what are applications we can focus on, how do we serve it with a PIC32 microcontroller, how do we provide the entire ecosystem to enable that customer to grow. So we're really not fixated on what the core should be and -- nor do we find the key customers we're working with fixated on that. Do we use an ARM core for some of our specialized microcontrollers? Of course. They came that way through the acquisitions we've made. We've left them there because that made sense, not because it was an ARM core, but because it was the most effective way that we can serve those customers. So our whole focus begins and ends with understanding customer needs and positioning and providing solutions that satisfy those needs, cost-effectively and competitively.
Rajvindra S. Gill - Needham & Company, LLC, Research Division:
And just last question on that 32-bit. If you look at kind of the market share data and maybe we need to update it, but I think you're kind of #5 or #6 in that range. And #1 is Renesas, NEC and then, I think #2 is Freescale. What is the intention or what are the plans to try to move up that market share scale?
Ganesh Moorthy:
Well, you just saw what we did in the last fiscal year.
Steve Sanghi:
Well, you named Renesas and NEC, they're really one.
Rajvindra S. Gill - Needham & Company, LLC, Research Division:
Yes, I'm saying Renesas/NEC.
Steve Sanghi:
So Renesas is 1 and Freescale is 2. In the Dataquest chart, I think we were #4, and we were $6 million away from #3. And we have come from way behind. So unless you're new to Microchip, I mean, if you look at over 10 years, the company that has gained the most share really would be us.
Ganesh Moorthy:
And if you look at our microcontroller business, it grew 20% plus in the last fiscal year. Take a look at the entire list of microcontroller players and see if you can find anybody, anywhere close to that in the top of the list. And so we are gaining significant share, we have been every year and we move up relentlessly through the charts in each of 8, 16, 32 and in totality for all microcontrollers.
Steve Sanghi:
Now this data just came out yesterday and I've had a chance to analyze it. I didn't dial it in my commentary because it was long, because we combined both quarterly results and the annual results, so I didn't speak about it. But our 32 business -- 32-bit microcontroller, 16-bit as well as 8-bit, they all 3 of them outgrew the industry growth. Our 32-bit microcontroller business blew away the growth of the industry. So -- I think we keep saying that in answer to question after question, though we don't really care about the core. Our customers don't buy the parts because of the core. They buy the parts because they're looking for a microcontroller solution. And in PIC32, it doesn't matter what core it is based on, provides them instead of performance and peripherals and software ecosystem, FAEs and system and support that they require to complete their parts and go to production.
Operator:
And we will take our next question from Craig Ellis with B. Riley.
Craig A. Ellis - B. Riley Caris, Research Division:
Steve, I just wanted to clarify some of the points you've made on the manufacturing side. It sounds like, as you've talked about the consolidation opportunities, off of the deals that you've done and with Supertex that it's really more on the back-end to -- with assembly and test to bring things in-house, but one, is that true? And is there more of an opportunity than what I thought I heard to consolidate more on the front-end as well and if so, what would that do to the percent of in-source versus out-sourced front-end work for you?
Steve Sanghi:
I think, the back-end coming inside, comes a little easier. And they're easier qualifications and all that. They're bringing the front-end up from the required [ph], bringing process technologies. You may or may not have inside, depending on the lithography, it requires much larger capital investment and equipment. So in the case of SMSC, their products were on a much more leading-edge lithographies and we have not brought any of the SMSC in-house on the front-end. There are a few products we can and over time we might, but there we haven't. As far as Supertex is concerned, they were a much more of high-voltage company and their products were not on leading-edge lithographies. They've got a lot of 0.5 micron, 1 micron, 2 micron, even 3 micron products. So much more high-voltage oriented rather than push the lithography [ph]. And so many of the Supertex products are being evaluated for bringing to our fabs and many of them, they will come into our fab. But Supertex, from a revenue standpoint, was a smaller acquisition. I don't think it moves the needle that much inside versus outside. But yes, a lot of their products will. I mean, their inside today, they're in -- they're in their own fab. But it's a smaller 6-inch fab and we're evaluating bringing some of those products through a Microchip 8-inch fab.
Craig A. Ellis - B. Riley Caris, Research Division:
And then the follow-up question is more on the growth rate of the business, and I'll throw in a clarification with that. So given all the changes to the portfolio, both constructive organically, given the growth of the 32- and 16-bit businesses and the acquisitions that you've done, how do you think about the growth rate of your business now relative to the broader analog industry? And just a clarification on the revenue side, Eric, should we expect that the Supertex business really goes into the analog commentary that you typically provide quarterly or some of that and some of the other segments that you would comment on?
James Eric Bjornholt:
Yes, so the Supertex acquisition will be reported as part of our analogs products group in the public reporting. Steve, I don't know if you want to address the other question, but he is asking about our growth versus industry growth and what's the projection could be? I mean, if you take out the Supertex acquisition, year-over-year results at the midpoint of our guidance is about 10.3% up, in the June quarter, which is absolutely in front of what the industry is doing. Craig, did you have a longer-term question?
Craig A. Ellis - B. Riley Caris, Research Division:
Yes, it was a more of a longer-term question and the -- whether or not, the acquisitions that you've done have really altered the growth rate of the portfolio and enhanced the growth rate of the portfolio sustainably versus industry?
Steve Sanghi:
Well, but you also, growing on a larger and larger base -- our business now, last year was $1.93 billion. The current quarter guidance puts out at -- puts us at, what, $2.0 billion -- or $2.1 billion, so you're growing on a much, much larger base. I'm really -- I can't really comment on the longer-term growth rate. I think this question has constantly been asked for a decade -- and without answering the question, you could look back and do any kind of analysis and we have beaten the growth rate of the industry over a short-term, long-term or over any horizon in market share gains organically, and in addition with the acquisitions. And we recently -- that's our goal to continue to do so.
Operator:
And with no further questions in the queue, I'd now like to turn it back to today's speakers for any additional or closing remarks.
Steve Sanghi:
Okay. Thank you, everybody, for joining the call. Some of you will see Eric Bjornholt at JPMorgan Conference in Boston. That's the next conference we go to. So thank you very much.
James Eric Bjornholt:
Bye-bye.
Operator:
And ladies and gentlemen, that concludes today's conference call. We thank you for your participation.
Executives:
James Eric Bjornholt - Chief Financial Officer, Principal Accounting Officer and Vice President of Finance Ganesh Moorthy - Chief Operating Officer and Executive Vice President Steve Sanghi - Chairman, Chief Executive Officer and President
Analysts:
Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc., Research Division Gilbert Alexandre Craig Hettenbach - Morgan Stanley, Research Division James Schneider - Goldman Sachs Group Inc., Research Division Christopher Caso - Susquehanna Financial Group, LLLP, Research Division JoAnne Feeney Harsh N. Kumar - Stephens Inc., Research Division John W. Pitzer - Crédit Suisse AG, Research Division Craig A. Ellis - B. Riley Caris, Research Division
Operator:
Good day, everyone, and welcome to this Microchip Technology Third Quarter Fiscal Year 2014 Earnings Results Conference. As a reminder, today's call is being recorded. At this time, I would like to turn the conference over to Microchip's President and Chief Financial Officer, Mr. Eric Bjornholt.
James Eric Bjornholt:
Good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions, and that actual events or results may differ materially. We refer you to our press release of today, as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's President and CEO; Ganesh Moorthy, Microchip's COO. I will comment on our third quarter fiscal year 2014 financial performance, and Steve and Ganesh will then give their comments on the results, discuss the current business environment and discuss our guidance. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effects of our acquisition activities and share-based compensation. Net sales in the December quarter were $482.4 million, and were down 2.1% sequentially from net sales of $492.7 million in the immediately preceding quarter. Revenue by product line was $313.3 million for microcontrollers, $108.9 million for analog, $32.5 million for memory, $24.1 million for licensing and $3.6 million of other. Revenue by geography was $90.7 million in the Americas, $95.4 million in Europe and $296.3 million in Asia. I remind you that we recognize revenue based on where we ship our products to, which tends to skew some of the revenue towards Asia, where a lot of the contract manufacturing takes place. On a non-GAAP basis, gross margins were 59% in the December quarter. Non-GAAP operating expenses were 27.1% of sales, non-GAAP operating income was 31.9% of sales and net income was $132.9 million. This resulted in earnings of $0.61 per diluted share, which was $0.01 above the midpoint of our guidance. On a GAAP basis, gross margins, including share-based compensation and acquisition-related expenses, were 58.6% in the December quarter. GAAP gross margins include the impact of $1.8 million of share-based compensation. Total operating expenses were $165.8 million or 34.4% of sales, and include acquisition intangible amortization of $21.8 million, share-based compensation of $11.9 million and special charges of $0.8 million. The GAAP net income was $105.4 million or $0.48 per diluted share. GAAP net income includes nonrecurring favorable tax events of $6.2 million and a onetime gain of $2.4 million on our acquisition of EqcoLogic, for which GAAP accounting required us to write up our previous ownership of 18.3% to its fair value. Ganesh will discuss the EqcoLogic acquisition later on this call. In the December quarter, the non-GAAP tax rate was 11% and the GAAP tax rate was 6.4%. The GAAP tax rate was favorably impacted by the $6.2 million of nonrecurring favorable tax events I mentioned before. Our tax rate is impacted by the mix of geographical profits, withholding taxes associated with our licensing business and the tax effect to various nonrecurring items. Excluding any nonrecurring events, we expect our longer-term forward-looking non-GAAP effective tax rate to be about 10.5% to 11.5%. To summarize the after-tax impact the non-GAAP adjustments had on Microchip's earnings per share in the December quarter, acquisition-related items were about $0.103, share-based compensation was about $0.056, nonrecurring favorable tax events were about $0.028, the onetime gain on the EqcoLogic acquisition was about $0.011 and noncash interest expense was about $0.007. The dividend declared today of $0.355 per share will be paid on March 7, 2014 to shareholders of record on February 24 -- excuse me, February 21, 2014. The cash payment associated with this dividend will be approximately $70.7 million. This quarter's dividend will be our 46th consecutive quarter of making a dividend payment. We have never made reductions in our dividend. And in fact, this quarter's increase marks the 48th occasion we have increased the dividend payment. And our cumulative dividend paid is approaching $2.2 billion. This program continues to be an important component of how we return value to our shareholders. Moving on to the balance sheet. Consolidated inventory at December 31, 2014 was $274.6 million or 126 days. We expect days of inventory at the end of March to be down between 1 and 7 days based on our revenue guidance range. Inventory at our distributors stayed flat in the December quarter at 33 days and remain at low levels compared to where they have been historically. I want to remind you that our distribution revenue throughout the world is recognized on a sell-through basis. At December 31, the accounts receivable balance was $224.3 million, and decreased by $6.2 million on a sequential basis. Receivable balances remain in great condition, with excellent payment performance continuing from our customers. Free cash flow generation in the December quarter was $110.3 million prior to our dividend payment. As of December 31, the consolidated cash and total investment position was approximately $2.03 billion, and we had $650 million in borrowings under our revolving line of credit. Excluding dividend payments, we expect our total cash and investment position to grow by approximately $135 million to $155 million in the March quarter. Capital spending was approximately $24.3 million for the December quarter. We expect about $30 million in capital spending in the March quarter and overall capital expenditures for fiscal year 2014 to be about $115 million, as we are adding capital to support the growth of the business and to bring in-house more of the assembly and test operations that were outsourced by SMSC. Depreciation expense in the December quarter was $22.2 million. I will now ask Ganesh to give us comments on the performance of the business in the December quarter. Ganesh?
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. Let's take a closer look at the performance of each of our product lines starting with microcontrollers. Our overall microcontroller revenue declined 2.4% sequentially in the December quarter. However, microcontroller revenue was up 17.8% versus the year-ago quarter, reflecting a year of excellent market share gain in calendar 2013. Microcontrollers represented 65% of Microchip's overall revenue in the December quarter. As we projected, during our last quarter's conference call, we shipped a 13 billionth cumulative microcontroller in November, just 7 months after we shipped our 12 billionth microcontroller back in April. Our 16-bit microcontroller business was down 2.7% sequentially in the December quarter. However, 16-bit microcontroller revenue was up 27.9% over the year-ago quarter as we gained significant market share in calendar 2013. This business continues to be an important engine of ongoing growth for us, and we continue to find and serve new customers and new applications with our expanding portfolio. Our 32-bit microcontroller business was down 0.8% sequentially in the December quarter. However, 32-bit microcontroller revenue was up 29.5% over the year-ago quarter as, once again, we gain substantial market share in this segment. During the December quarter, we had 2 blockbuster announcements. First, the feature-rich, PIC32MZ family of products, which have the highest computational performance of any microcontroller in the category, as well as the best software efficiency. And second, the MPLAB Harmony integrated software platform, the industry's first software framework to integrate both internal and third-party middleware drivers, peripheral libraries and real-time operating systems. That's simplifying and accelerating the 32-bit software development process, which is one of the larger challenges customers face. Both these solutions have received broad industry accolades and customer acceptance. We are continuing to rapidly expand our new product portfolio, win new designs and expand into new fields of play like the Internet of Things to enable further growth in revenue and market share. Our overall microcontroller results, as well as each of our 8-bit, 16-bit and 32-bit results, are clearly outperforming the market, with year-over-year growth rates well above the market and what we've seen reported by our competitors in their results. We're gaining significant market share and have the new product momentum and customer engagement to continue to gain even more share as we further build the best-performing microcontroller franchise in the industry. Now moving to our analog business. Our analog business bucked the trend and grew 0.4% sequentially in the December quarter, the ninth consecutive quarter of sequential growth to achieve a new record, and continues to perform exceptionally well. Analog revenue was also up 16.7% from the year-ago quarter, reflecting significant market share gains. Analog revenue represented 22.6% of Microchip's overall revenue in the December quarter. And we continue to have one of the best-performing analog franchises in the industry. In November, we announced the acquisition of EqcoLogic, a Brussels-based early stage company, who has innovative equalizer and coax transceiver products and technologies, which are important to our automotive and other embedded networking initiatives. EqcoLogic's leadership equalizer technology enables the effective recovery of high-speed signals that may degrade as they transmit over longer distances. In an automotive infotainment network, for example, this technology enables substantial system-level cost reduction as OEMs can switch from expensive optical fiber networks to much more cost-effective coaxial cable networks, even though the signals degrade more in a coax cable network as compared to an optical fiber network. Last but not least, in our core analog business, we are continuing to develop and introduce a wide range of innovative and proprietary new products to fuel the future growth of our analog business. Now moving to our memory business. Our memory business, which is comprised of our Serial E-squared memory products, as well as our SuperFlash Memory products, was sequentially down 7.1%. We continue to run our memory business in a disciplined fashion that maintains consistently high profitability, enables our licensing business and serves our microcontroller customers to complete their solutions. Our memory business represented 6.7% of Microchip's overall revenue in the December quarter. Now let me pass it to Steve for some general comments, as well as our guidance going forward. Steve?
Steve Sanghi:
Thank you, Ganesh, and good afternoon, everyone. Today, I will first like to reflect on the results of the fiscal third quarter of 2014, then I will provide guidance for the fiscal fourth quarter of 2014. We are very pleased with our execution in the December quarter. All of the non-GAAP financial metrics like net sales, gross margin percentage, operating expense percentage, operating profit percentage and earnings per share were at/or better than the midpoint of our guidance. Our operating profit percentage is approaching 32% and we are making excellent progress towards our long-term goal of 35% operating profit. Non-GAAP earnings per share exceeded the midpoint of the guidance by $0.01 per share. Our overall net sales in December quarter were up 16% versus the year-ago quarter, marking an excellent year of market share growth compared to a low single-digit growth for the industry. Our analog business made a new all-time record in December quarter, with sales up 0.4% sequentially and up 16.7% over the year-ago quarter. All other major segments of the business was sequentially down a bit based on the seasonally weakest quarter of the year. The end of December quarter also marks the completion of the 2013 calendar year, which was an excellent year for Microchip in every respect. Last but not the least, the December quarter was our 93rd consecutive profitable quarter. I want to thank all the employees of Microchip for their contribution in making this an outstanding year for Microchip. Now I will provide guidance for the fiscal fourth quarter of 2014. The March quarter is seasonally a middle-of-the-road quarter for Microchip, not as strong as June and September, but not sequentially down as December. It does not feel any different this year, and we expect this to be a seasonally normal quarter. Europe is normally very strong in this quarter, America is in the middle and Asia is down due to lunar new year holidays. Taking all of this into account, we expect the March quarter net sales to be flat to up 3% sequentially. On a non-GAAP basis, we expect our gross margin to be between 59% and 59.2% of sales, which is a slight improvement from December quarter. We expect operating expenses to be between 26.8% and 27.2% of sales. We expect operating profit to be between 31.8% and 32.4% of sales. And we expect non-GAAP EPS to be between $0.59 and $0.63 per share. Our EPS is getting a slight negative impact by the addition of about 3 million shares through the share count. This is because of significantly higher average stock price in the current quarter versus the last quarter, the rising stock price mix of our $1.15 billion convertible transaction more in the money and results into a higher effective share count. Given all the complications of accounting for the acquisitions including amortization of intangibles, restructuring charges and inventory writeup on acquisitions, Microchip will continue to provide guidance and track its results on a non-GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters, and we request that the analysts continue to report their non-GAAP estimates to press corp. With this, operator, will you please pull for questions? Operator?
Operator:
[Operator Instructions] We'll hear first from Kevin Cassidy with Stifel.
Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc., Research Division:
I was just wondering, in the automotive market, there's been talk of Ethernet coming into the automobile. Are you seeing that trend and are you preparing for that?
Ganesh Moorthy:
So there are many standards that come into the automotive marketplace. In automotive networking for infotainment, the MOST network is the dominant standard today. There are, obviously, alternates in any given market. Ethernet is one of them. That is in consideration. But we believe we have a strong position in the marketplace and a position that customers have validated with their choice of our network.
Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc., Research Division:
Okay. And maybe just talk a little bit more about automotive. Are there many opportunities for 32-bit microcontrollers? And what's your traction there?
Ganesh Moorthy:
So the answer is yes. There are many 32-bit applications in automotive. As you know, we have been on the journey for 32-bit for not as many years as some of the incumbents who play in that space. But we are starting to make inroads in 32-bit applications in carmakers just as we have previously with our 16-bit, as well as our 8-bit along the way. So we fully expect as time goes on, you'll see that our microcontrollers across the spectrum of 8s, 16s and 32s will play in many automotive applications.
Steve Sanghi:
I'd like to add to that. When you come up with a brand new product line, whether it's 8, 16 and 32, if the first 2 products you make are for the automotive market, which means they have all the CAN bus, the LIN bus and all the protocols and everything that the automotive needs, then your first revenue is 3 or 4 years away. And that's not the best way to launch a brand new product line. So just like we did that with 8 or 16, we originally come up with a product line that will be quicker time-to-market in other applications, industrial, consumer and all the others. And then as the product line gains momentum and the architecture is accepted, we have round out all -- any other issues, any of the others, then you add the automotive features and start to work with automotive. So that began 3 years ago or so. And now we have designs in automotive and we're moving, but the large portion of the revenue is not automotive yet.
Operator:
We'll move next to Gil Alexandre with Darphil Associates.
Gilbert Alexandre:
Could you remind me of what are your growth margin goals, long-term model?
Steve Sanghi:
So our long-term model for those margin is 61.5%, plus/minus 0.5%. And we are certainly making progress. The middle point of the guidance for us in the current quarter is 59.1%. So we're reaching towards it and continue to make fairly good progress.
Operator:
Moving on to Craig Hettenbach with Morgan Stanley.
Craig Hettenbach - Morgan Stanley, Research Division:
You noted the strong growth in 16 and 32-bit year-over-year. Can you provide any color or context from new product introductions, what you're doing on those product lines and anything from a design win perspective?
James Eric Bjornholt:
So in any given year, we have anywhere from 100 to 125 brand-new products that we bring to market. A substantial portion of that continues to be 16-bit and 32-bit because our portfolio there was not as rich as we did on the 8-bit. I don't have the exact numbers, but we're well over 100 products at this point on our 32-bit. And we're well above 400 products in our 16-bit portfolio.
Craig Hettenbach - Morgan Stanley, Research Division:
Got it. And as a follow-up, on the SMSC transaction, you guys saw a very strong margin expansion early on. Can you talk about just the revenue synergies and opportunities that you see over the next 12 to 18 months on that side?
Ganesh Moorthy:
The revenue synergies are building over the last year. We have spent time in looking at how our customers' application boards where Microchip, prior to SMSC, did not play, but SMSC customers could use our products and how that could be brought to bear on new designs, and likewise where SMSC products could be brought into the Microchip customer base. So it is a -- these are long-design cycles. They take 18, 24 months to get to the point where they get to revenue. There are many the pipeline. Some of the early ones have gone to production. But we're very optimistic in terms of how the 2 product lines combined play a stronger role at many end customers than what each of us individually could have played.
Steve Sanghi:
I mentioned this in the last conference call in November, I believe, that I spent a week with all of our Asian distributors, collected them all in 1 geography and nearly 80 or 90 of them and reviewed the last calendar year and had them -- put some plans together for the current calendar year. And it was quite surprising to see that Microchip's distribution, which was not SMSC distribution before, how much cross-selling opportunity they had identified on SMSC products into the Microchip customer base. There was, in fact, the highlight of the conference that just very, very significant opportunity they have identified in all of our consumer industrial accounts with USB and Ethernet and all of the other SMSC products. So they will take some time to go to production, but the opportunity is significant.
Operator:
[Operator Instructions] We'll move back to Jim Schneider with Goldman Sachs.
James Schneider - Goldman Sachs Group Inc., Research Division:
Sorry about the difficulty before. Steve, I was just wondering if you could address again your new longer -- new higher longer-term margin model. It seems like the biggest place where you have to improve to get there is in the gross margin line. Can you talk about some of the utilization or cost structure measures in the cost of goods sold or mix and what the timeframe would be to kind of hope you to get to -- up to that 51.5% model?
Steve Sanghi:
Well, I can lead you there qualitatively, but not really quantitatively breaking down the impact of each of the other things. So some of the qualitative factors are obviously fab utilization. Our internal fabs are not at the capacity they were yet at the peak for a number of reasons. As the couple of years go by, some of the technology migration happens and we're producing parts at a better nodes. So therefore, it just produces a large number of die in a wafer and therefore, cutting the number of wafers. Some of the products are made in outside foundries, where it was more either cost-effective or more feasible or we didn't have the technology inside. So for a number of reasons, we're not at that full capacity. So there's a significant accretion still coming as that goes towards a peak production. The acquisitions are not 100% integrated. We are far into it. But if you look at both from an assembly and test perspective and the wafer pro perspective, we're still moving a lot of the SMSC products into Microchip. And if we're to guess what portion of the test is converted?
Ganesh Moorthy:
Probably about 20%, 25%.
Steve Sanghi:
25% of the test is converted. So it takes a while to get the momentum, but now we have the testers and load boards and programs. And it will rise very rapidly, but the first thing takes longer. So there's a lot of accretion coming from that also. And then there is a continuous margin improvement on our smaller product lines, which are newer in nature, where it takes a while for the products to ring out and build the next-generation products which are more cost effective and higher-yielding in our new technologies. So there are a number of things playing role in it and combination of all that gets there. I mean, we could get there on paper with a margin to give.
James Schneider - Goldman Sachs Group Inc., Research Division:
Okay, that's helpful. And then as a follow-up, in terms of the environment in Asia, you talked about that being a little bit weaker in the quarter. Maybe that's just a seasonal thing, but clearly, there's been a lot of concern whether that's real or not real about China in the emerging markets. China PMI was down a little bit. Can you talk about just the overall order environment and what your customers are telling you out of Asia, and what you're seeing from Asian distributors in particular?
Steve Sanghi:
Well, Asia goes through about 10 days of holidays and driven by that in the current quarter forecast. So Asia is down just about as much as it historically is just by the number of days they're off. So that's why we called the quarter pretty seasonally normal. Booking patterns are normal. There's really nothing abnormal to call. There's not any kind of crisis or disaster in the works. Our products are also very ubiquitous, though. They go into areas where as Chinese are building more and more consumerism, a lot of them, they acquire these products where our products are in. We're in the things and people buy a things.
Operator:
We'll now hear from Susquehanna Financial Group's Chris Caso.
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division:
Just a question about production levels. And I think last quarter you suggested the plan was to keep production fairly constant as you went through this quarter, and your comments suggested that the inventory levels internally come down as a result of that. If you hit those inventory targets by the end of this quarter, should we expect the production levels to start increasing as we go into the June quarter? And if you could give some sense of the effect of that on gross margins.
Steve Sanghi:
Well, I think it depends on where we are within the guidance, which is really narrow, flat to up 3%. We have not put together a plan. And we're in the middle of our annual operating planning process. Our fiscal year ends at the end of the current quarter. So we don't really have an official fiscal 2015 plan yet to really see what production we'll be running. But if we grow production, that will improve gross margin. The inventory is not exactly where I want it to be. I think it needs more improvement. We'll get some this quarter whether we need some more next quarter or we could completely improve production. We don't know yet. It depends on where it will land. Do you have something to add?
James Eric Bjornholt:
No. I was going to say there's ongoing gross margin improvement from the back end from assembly and test as we bring more of that in-house as well.
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division:
So you may get some gross margin improvement from the back end, but the front end is obviously dependent on the revenue levels and where the inventory goes?
James Eric Bjornholt:
That's right.
Steve Sanghi:
We expect improvement in June quarter in gross margin, right? No question about it. Well, June quarter is generally a strong quarter for us. And there'll be higher absorption. And there should be a gross margin improvement in June quarter, no question.
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division:
Okay. And just looking out, as you say, you're in the planning process for fiscal '15. What do you expect your strategic priorities to be as you look into fiscal '15? And assuming the demand environment kind of stays stable as it is now, SMSC, the integration seems to be, I would guess, I'd characterize late innings now. Not sure how you would characterize it, but where does the management focus turn to as you go into fiscal '15?
Steve Sanghi:
Well, we're not a one-trick pony. I mean, at the current quarter guidance, we're almost a $2 billion company, just slightly shy of that, around 12, 13 divisions inside the company. So continue to building out 32-bit and 16-bit and analog. And there's still a lot of new products in 8-bit. We'll continue to gain a lot of share in 8-bit as other people either can't compete or don't want it or whatever. So all the strategic product lines have a very strong roadmap, and they're all showing significant growth in the initial analysis. Then if you look at from an end market or application perspective, we're getting a very significant acceptance in growth in the Internet of Things, motor control, digital power, lighting, medical, touch, automotive. So there are just way too many. I mean, we're really -- we show a chart in the presentations. There are about 14 different segments that we have significant focus in. Now the other thing that we've been telling you for years, Microchip has one company, recognize this before many of the others in the industry that semiconductor industries has matured and saturating. And if you look at the overall semiconductor growth, they are in low single-digits year after year. We have done well. Our December quarter was up 15% year-over-year, 16%, but we also understand that there is a significant industry growth headwind that every company faces. And therefore, we also are trying to supplement Microchip's growth by a constant stream of small and some large acquisitions to bring in overall growth to a reasonable number where it will be acceptable to Microchip management and its board. So it's a combination of internal and external growth. It's not only one or the other. And we're not doing acquisitions to mask any risk of our internal growth. We're doing it to enhance on the top of the internal growth that you've seen us now for several years.
Operator:
We'll now go to JoAnne Feeney with ABR Investment Strategy.
JoAnne Feeney:
I have a follow-up question on the issue of the guidance for the current quarter. I'm wondering, this is the first round of a March guidance we've seen since the acquisition was fully integrated. And I'm wondering if what we're picking up here is perhaps that little bit of a shift in your seasonal pattern given the different end markets that are now weighing in. And as you said, China, you're seeing probably some of your stuff go into more consumer-oriented products. So some of the last 10 years, the data and throughout the 2 that were real outliers, you typically saw around 3% to 3.5% growth in the March quarter. So can you -- do you have a sense of this whether you're seeing basically a little bit of a shift in your seasonal pattern because of the different end market mix than before the acquisition?
Steve Sanghi:
Well, JoAnne, you are always very astute and smart in your analysis. And I think you have answered your question. There are 2 shifts in that seasonality, minor ones, but they're definitely worth noting. One is that with the acquisitions and all that, we have little more of our business now in the computing segment, which kind of sees a significant decline in the calendar first quarter than we had in the Microchip's core business. So there's a little impact of that. The second impact is Asia is becoming a larger and larger portion of our business. I mean, China is a huge portion of our business now. We break those out in the Qs. You can read them. So as that becomes larger and larger portion of the business, then you have a larger portion of overall Microchip that takes a drop in the calendar first quarter because of the Chinese New Year. And if there's enough shift in the business in Asia and that starts to be material. So I think those combined two things together, this is probably the new normal, but it probably also mean that you'll pick up that gap on other quarters which are either stronger quarters for Asia or they're stronger quarters for SMSC business. So overall, it hasn't shifted, but there's a slight impact in the calendar first quarter because of those 2 reasons.
JoAnne Feeney:
All right, okay, perfect. And then as a follow up, just looking longer term at your opportunities for continued share gain, it's been quite impressive in 16-bit and 32-bit. But one might expect that, that would naturally slow down as you kind of tick off the low-hanging fruit. So I guess, could you give us some sense of what you expect over the next year or so and how you expect, if you do, to continue to gain share and what you think the pace of that will be, that is the growth of those 2 segments relative to the industry?
Steve Sanghi:
Well, the current estimates aren't saying that it kind of slows down. If it does, that's really minor in nature. But then you pick up the difference by newer applications where we can now do a very good job where maybe historically, we could not with the high-performance 16 and 32-bit product lines like digital power, like the lighting, like the Internet of Things, Wi-Fi connectivity and all that kind of stuff. So we are opening additional, large amount of served available market. I mean, if you look at the Internet of Things, our revenue in Internet of Things is hundreds of millions of dollars. If you look at the overall definition of what some of the others are calling as overall Internet connectivity or machine-to-machine connectivity, and it's the fastest-growing segment of the business. So there are always pluses and minuses and something saturates, but then the new opportunities emerge, and how well positioned you are. You want to talk about IoT a little bit?
Ganesh Moorthy:
Yes. I think as Steve mentioned, this is one of the exciting areas of opportunity presented to us. And the broad adoption of tablets and smartphones are one of the catalysts that are accelerating the demand for more things to be connected and accessible by these mobile devices. And we've historically had a very strong presence in a broad range of things that are in our home and in some of our other areas where we interact. And we think we have a pole position on -- as these things get connected, our solutions being in the center of how they are connected. Therefore, things that we know, 4 areas that we have to bring to bear to win in the Internet of Things market. One is a strong portfolio of microcontrollers and analog, which we have and we're continuing to strengthen. Two is a strong portfolio of wireless and wired connectivity. Three is a suite of the software and firmware requirement for the different protocol and security that is going to be required any time you have connectivity. And finally, the fourth is a set of partners who can provide both cost-effective and scalable cloud infrastructure because most of them are really not IT experts, nor have any IT infrastructure. And when you put it all together, it's epicenter of where we have played. We have customers that we know very well, and we have technologies to enable them. And we are seeing many, many of them taking advantage of that capability.
JoAnne Feeney:
So it sounds like you're looking at some adjacent sockets in products where you're already appearing, in dishwashers and other white goods, for example?
Steve Sanghi:
Yes. So we are in things and now we are helping customers connect those things. So selling additional content, whether it's a wireless module or an RF module are really getting them, helping them do more things. And then continuing with the answer to your question, we talked about all the cross-selling opportunities with SMSC products into our socket. So think about how many cars today have a USB charger socket in the car. Every time I do an analysis, if there are 10 people I'm talking to, and I ask a question, the number comes out to be about 20% and 30%. In 20%, 30% of the cars, people have a USB charger. You can always charge for the cigarette lighter, but I'm talking about the actual USB charger. And now fast forward 3 or 4 years, don't you think all -- 100% of the cars will have a USB charger because that's what's becoming the life. And who is getting in all these cars, whose USB chargers are in most of the cars? It's yours truly. So there are always areas which are growing significantly faster where there's a significant opportunity. When you look at the USB -- so we have proprietary technology where you plug in a smartphone into the USB charger of the car and a phone can become the host. And whatever you have on the phone, it will display that whether it's navigation or whatever on the screen of the car, which could be extremely beneficial. Everybody uses navigation on their phone as they travel or get rental cars, everybody uses the phone. I know how to use it in my phone. I don't even know how to use it in my car. Next time, I'm going to get one in the car because I have it in the phone. And you plug it to the USB charger, and it displays what you're running on your phone on your car. So -- and we were showing that at the CES show in Las Vegas, an actual demo of that working. So there are tremendous opportunities coming up with this connectivity. And we're right in the thicket of it. And there are lots of design wins, there are lots of opportunities. So those things will grow faster. And some of the mature businesses could slow down a little bit, but the overall opportunity has not decreased.
Operator:
We'll go now to Harsh Kumar with Stephens.
Harsh N. Kumar - Stephens Inc., Research Division:
A question for Ganesh. Ganesh, congratulations. Steve and Ganesh, congratulations on pretty impressive microcontroller growth as a category. I was wondering if you could provide some color on maybe between 8, 16 and 32, which one you think you took the most share in? If you want to rank, order them or just talk qualitatively, I would appreciate the color.
Steve Sanghi:
I think if you want to look at the dollars, we took the most share in 8-bit, didn't we?
Ganesh Moorthy:
Yes, in overall dollars because that's the rank order of the revenue is 8-bit, the largest business, followed by 16, followed by 32. But if you look at the growth rates, you're going to find that compared to where the baseline grew, 16 and 32-bit is where we grew, outgrew, and 8-bit will have outgrown, but by not quite the same magnitude. So it's hard -- we'll know in 2 or 3 months when all the official numbers will be put together. But I'm expecting we'll see large gains across 8, 16 and 32.
Harsh N. Kumar - Stephens Inc., Research Division:
Okay, fair enough, guys. That's helpful. And I wanted to ask you, in your press release, Steve you talked about the MPLAB Harmony integrated software platform. I was struggling to understand how that will work in terms of you being able to sell chips. Maybe you could take up a couple of minutes to explain how that flows through in your P&L?
Steve Sanghi:
Well, so the most difficult thing for the customer in a 32-bit is development of the software and the firmware. And if you have a piecemeal solution where the chip comes from one party, the stack comes from another party, the library comes from another party, the development will come from somebody else, and then you have to put all those things together, then you don't have a very good experience because when something isn't working, you don't know whether it's architecture or the chip, or the software or the development tool or whatever. So what Microchip has done is the entire PIC32 solution comes from Microchip, but it's much more like an Apple kind of experience where the product, the architecture, the software, the development tool, the libraries, the stacks, everything is coming from Microchip and already crosschecked and functional. So what we have done on the top of that now with the Harmony software is really integrated the entire ecosystem. We also integrated the third-party software, the middleware, the stacks and everything all pre-checked out. And customers are telling us, it's up to 40%, 50% productivity. And this development of the software is about 75% of the total cost in adopting a 32-bit microcontroller into an end application. And on that 75% of the cost, if you can provide that much productivity on an industry, accolades are coming like crazy. So how we essentially monetize this, winning more designs, accelerating time-to-market, selling more 32-bit chips. And then in all the software and all that, you always have a version of it which is free essentially. Anybody can use it. So there's a wide acceptance of it. But then you have premium versions and you have software support and upgrades and all that for which you charge, it becomes a product. But that's not where the big money is. Big money is really still selling that chip.
Operator:
And next from Crédit Suisse, we'll hear from John Pitzer.
John W. Pitzer - Crédit Suisse AG, Research Division:
I apologize, I've been jumping back and forth across a couple of calls, Steve. So if you addressed this, I do apologize. But it's been my perception that the environment over the last couple of quarters has sort of given you guys perhaps a little bit more visibility than sort of normal. And I'm kind of curious, notwithstanding kind of the seasonal issues in the March quarter, as you think about lead times and just the rate at which customers are placing orders, how would you kind of characterize visibility today? And I guess as you answer the question, Steve, you've always had a better view than most on the economy and the macro. And I'm kind of curious, as you think about 2014, is the macro a tailwind, a headwind or a neutral factor as we think about your growth?
Steve Sanghi:
The best guess would be neutral.
John W. Pitzer - Crédit Suisse AG, Research Division:
And then just relative to visibility today versus, let's say, 30 days ago, how are you guys seeing kind of customer activity in order? Is it just tracking around normal seasonality, and so we really have to wait until after Chinese New Year to have a better assessment?
Steve Sanghi:
Yes, it hasn't changed. Basically, there's a lot of positioning and jockeying for position for the Chinese New Year. And even for December, some people have year-end in December. They're trying to lower the inventories. Some distributors have a fiscal year ending at some other times. So they kind of adjust the inventory a different time. Some people want the product before the Chinese New Year, so they can participate in the surge afterwards. And some place the order, but they want to take their delivery after. So there are all these crosscurrents, and it's kind of -- I think the good thing is Chinese New Year is early. I mean, it's beginning now. And 2 months of the quarter are left after that. And usually, every time that happens, where the Chinese New Year is early, usually has been a positive result.
John W. Pitzer - Crédit Suisse AG, Research Division:
And Steve, as my follow-up, at our conference in December, you gave a pretty informative presentation about the positioning of 32-bit and kind of what you're doing at the software level on the ecosystem. And correct me if I'm wrong, but the argument sort of was you're kind of hitting an inflection point or a critical mass point where 32 might actually start to show even more meaningful gains in the strong growth you're seeing. Is that how I should think about the 32 big growth prospects for 2014? And I also noticed in the quarter you announced an ARM-based microcontroller. Should I just think about that as another arrow in your quiver or is there something more strategic behind that?
Steve Sanghi:
So several questions in there. Number one, yes, the point I made on 32-bit is we went over 100 products last quarter. And 100 products is kind of the magical critical mass. If you have fewer products in a microcontroller, then you have engagement issues with our customer, where the customer engages, he does all this work and says, "I like the architecture. I'll use your product." But then they need more memory or the connectivity, they need a LIN bus, they need a Wi-Fi, they need an RF on the chip, and you don't have that version of the product, then their work is wasted and they have to go through the different architectures. So customers often look for having a sufficient critical mass of products where there's a very high probability that the product they need is in the portfolio, and at 100-plus products that becomes really real. So we really, we hit that number. So we think that's a reasonable inflection point. And the second is the 2 main things that I talked about at your conference, and Ganesh talked about it today. One is the announcement of the 32-bit and 32 MZ product line, which is really industry's the highest performance microcontroller in its class. And second is this Harmony software development tool, which is absolutely a productivity giver to the customers. So we think all those things combined is really a game-changer. And we're starting to see it in the feedback we're getting.
Operator:
We'll hear now from Craig Ellis with B. Riley.
Craig A. Ellis - B. Riley Caris, Research Division:
I wanted to follow up on a different product segment, the analog product group. The business has performed very well in the last year. And how should we think about the way you're looking at growing that business as we think about calendar '14 and beyond, whether it be from a product group standpoint. Where do you feel like you can add products or whether it be just from taking that product to market, whether it be channel management strategies, what have you?
Steve Sanghi:
Well, so we have described over the years where we had a three-pronged strategy in analog. Early on at the start of the century, our analog strategy was largely attaching analog to our own microcontrollers for the first few years because we had no name recognition in analog, we didn't know Microchip makes analog. So we had a great name recognition in microcontrollers, so we will position and attach RPMs and supervisors and power management and those kind of products together with our microcontroller sockets. And at one point at the peak, well over 70% of our analog business was attached to our microcontroller. But that strategy was quite successful. Then we went into the Phase 2 where we said, "Well, our analog products are so well designed and architected to work in a microcontroller-embedded control environment. Why would we limit ourself to only Microchip's microcontrollers." Back then, we had 4%, 5% market share in microcontroller overall because we didn't even make 16 and 32 at that time. 8-bit, why we would not position this to any microcontroller, whether it's Freescale or NXP or Atmel or ST or anybody else? We don't win the microcontroller, but we still compete for the analog because our architecture is very well to work next to those designs. So that was the Phase 2 of that strategy, and they were very successful a few years ago. It accelerated our growth rate on analog. And then, in the last few years, we said, Phase 3. Why would we now limited only to the microcontroller sockets? What about FPGA? What about DSP? What about SoCs, silicon on chip? Or really any kind of sockets. And that put us in a direct competition with TI, ADI, Linear, Maxim, some of the big companies. And we have, what, over 2,000 products in analog now?
Ganesh Moorthy:
About 1,100 to 1,200.
Steve Sanghi:
1,100, 1,200 analog products. So broad portfolio and positioning it really head-on with in any kind of sockets. And it has worked very well. And we're growing. We have the best performance of analog in the industry compared to -- look at the year-over-year growth rates compared to anybody.
Ganesh Moorthy:
And it's not just the last year, right? If you go back and look at it, it's now been for several years we've seen that analog has performed exceptionally well and outgrown the analog industry and the semiconductor industry both.
Steve Sanghi:
And people have some sort of this mix that analog is black magic, and all the analog engineers work for these other companies and you can't find them and that's just kind of not true. We were able to attract them. We had lots of analog engineers working in our microcontroller groups because 95% of the microcontroller revenue is with the large amount of analog on the same die. And we were able to package some of that functionality standalone, some of it together with the microcontroller. But really, we were able to amass a fair amount of these sources, some through acquisitions, some ourselves, and then created one of the best-performing analog franchises in the industry.
Craig A. Ellis - B. Riley Caris, Research Division:
Well, I was going to summarize it by saying it seems like what you're saying is the recipe for growth is to continue to execute on the strategy that you have in place. As I look back at some of your past comments, I think it was 2 quarters ago, maybe it was even 3, where you said based on the successful completion of the SMSC deal, you were ready to do another mid-sized deal. Subsequent to that, there hasn't been such a deal. Is the issue that there aren't good targets out there, is the issue that there are good targets, but that with the market going so much higher that the valuations aren't where you'd be comfortable, where do you stand with respect to growing through acquisition at this point?
Steve Sanghi:
So like I said early on, I don't know whether you were on the call yet or not, but I mentioned in fiscal 2015 and then going forward, we continue to have a strategy of significant internal growth and then further beefed up by continuous small or occasionally large acquisition. Beyond that, I couldn't really give you any signal for timing or what area or whatever. But it's like we're active constantly.
Operator:
And we'll take a follow-up from Kevin Cassidy with Stifel.
Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc., Research Division:
I just wanted to see if you could give a few comments around the licensing business? Do you have more contracts on the way? And how does licensing play into the Internet of Things?
Steve Sanghi:
So the only way licensing plays in the Internet of Things is really enabling our SuperFlash technology to build low-power microcontrollers in the industry, which will then go to the Internet of Things. Otherwise, it doesn't really have a direct play. What we have successfully done is really essentially licensed to every major foundry is licensed on a SuperFlash technology. The largest big foundries, any other foundry you name, the one in Taiwan, the one in China, the ones in Singapore, the ones in Malaysia, the ones in Europe, they all have license of SuperFlash technology. And some are in production and some are proceeding towards the production where the licensing happened either last year or the year before. And these are very complex technologies. It takes a couple of years to go to production. So there's a significant additional revenue growth ahead as these additional foundries go to production and the royalty income begin. We have more than doubled the business since we bought SST. When we bought it, it was doing $40 million a year business. We're doing about $90 million now. And there's further growth ahead as many more of these foundries go to production.
Operator:
And gentlemen, at this time, we'll turn the conference back to you all for closing remarks.
Steve Sanghi:
Well, thanks for attending the conference. Our next conference we go to is...
James Eric Bjornholt:
We're presenting at Stifel Conference on February 11.
Steve Sanghi:
Okay. So we'll see some of you there. Otherwise, we'll talk to you next quarter.
Operator:
And that will conclude today's conference. Again, we thank you all for joining us.
Steve Sanghi:
Bye-bye.
Executives:
James Eric Bjornholt - Chief Financial Officer, Principal Accounting Officer and Vice President of Finance Ganesh Moorthy - Chief Operating Officer and Executive Vice President Steve Sanghi - Chairman, Chief Executive Officer and President
Analysts:
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division James Schneider - Goldman Sachs Group Inc., Research Division John W. Pitzer - Crédit Suisse AG, Research Division Terence R. Whalen - Citigroup Inc, Research Division Shaon Baqui - JP Morgan Chase & Co, Research Division Gilbert Alexandre Dean Grumlose - Stifel, Nicolaus & Co., Inc., Research Division Richard Sewell - Stephens Inc., Research Division
Operator:
Good day, everyone, and welcome to this Microchip Technology Second Quarter Fiscal Year 2014 Earnings Results [Technical Difficulty]
James Eric Bjornholt:
Which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effects of our acquisition activities and share-based compensation. Net sales in the September quarter were a record $492.7 million, and were up 6.5% sequentially from net sales of $462.8 million in the immediately preceding quarter. Revenue by product line was $321 million for microcontrollers, $108.5 million for analog, $35 million for memory, $24.8 million for licensing and $3.4 million of other. Revenue by geography was $95.2 million in the Americas, $98.9 million in Europe and $298.6 million in Asia. I remind you that we recognize revenue based on where we ship our products to, which tends to skew some of the revenue towards Asia, where a lot of the contract manufacturing takes place. On a non-GAAP basis, gross margins were 59% in the September quarter and above the high end of our guidance of 58.7%. Non-GAAP operating expenses were 27.2% of sales. Non-GAAP operating income was 31.8% of sales. And net income was a record $136.4 million. This resulted in record earnings of $0.63 per diluted share, which was $0.03 above the midpoint of our guidance. On a GAAP basis, gross margins, including share-based compensation and acquisition-related expenses, were 58.6% in the September quarter. GAAP gross margins included the impact of $1.9 million of share-based compensation. Total operating expenses were $171.4 million or 34.8% of sales and include acquisition, intangible amortization of $23.7 million and also include share-based compensation of $13.1 million. The GAAP net income of $99.8 million or $0.46 per diluted share was a result in the quarter. In the September quarter, the non-GAAP tax rate was 10.6% and the GAAP tax rate was 10.3%. The GAAP tax rate in the September quarter was favorably impacted by $2 million of nonrecurring items. Our tax rate is impacted by the mix of geographical profits, withholding taxes associated with our licensing business and the tax effects of various nonrecurring items. Excluding any onetime events, we expect our longer-term forward-looking non-GAAP effective tax rate to be about 10.5% to an 11.5%. To summarize the after-tax impact that the non-GAAP adjustments had on Microchip's earnings per share on the September quarter, acquisition-related items were about $0.11, share-based compensation was about $0.062, nonrecurring tax events were about $0.009 and noncash interest expense was about $0.006. Share-based compensation was higher in the September quarter and will also be at a higher level than normal on the December quarter due to the vesting of performance-based awards to employees that had been on a voluntary pay reduction program from late Q3 fiscal 2013 through Q1 fiscal 2014. This performance award vests on November 15, 2013 due to Microchip's achievements of record non-GAAP earnings per share on the September quarter. We believe this pay sacrifice allowed us to remain committed to our strategic programs by avoiding a layoff and helped us deliver the outstanding results you are seeing now. Share-based compensation is expected to impact earnings by about $0.058 in the December quarter and then reduced to about $0.051 in the March quarter. The dividend declared today of $0.3545 per share will be paid on December 5, 2013 to shareholders of record on November 21, 2013. The cash payment associated with this dividend will be approximately $70.4 million. This quarter's dividend will be our 45th consecutive quarter of making a dividend payment. We have never made reductions in our dividend. And in fact, this quarter's increase marks the 39th occasion we have increased the dividend payment. And our cumulative dividends paid is almost $2.1 billion. This program continues to be an important component of how we return value to our shareholders. Moving on to the balance sheet. Consolidated inventory at December 30, 2013, was $275.1 million or 123 days. We expect days of inventory at the end of the December quarter to be flat to up about 8 days based on our revenue guidance range. Inventory at our distributors increased by 1 day during the September quarter to 33 days and remain at low levels compared to where they have been historically. I want to remind you that our distribution revenue throughout the world is recognized on a sell-through basis. At September 30, the consolidated accounts receivable balance decreased slightly on a sequential basis to $230.5 million. Receivables remain in great condition, with excellent payment performance continuing from our customers. We had strong free cash flow generation in the September quarter of $126.4 million prior to our dividend payment. As of September 30, the consolidated cash and total investment position was approximately $1.98 billion. And we had $640 million in borrowings under revolving line of credit. Excluding dividend payments, we expect our total cash and investment position to grow by approximately $110 million to $130 million in the December quarter. Capital spending was approximately $27.4 million for the September quarter. We expect about $35 million in capital spending in the December quarter and overall capital expenditures for the fiscal year 2014 to be about $115 million, as we are adding capital to support the growth of the business and to bring in-house some of the assembly and test operations that were outsourced by SMSC. Depreciation expense in the September quarter was $23 million. One question we have received from investors is whether we are concerned about the level of the short interest in our stock. In summary, we are not. And we wanted to pass along our assessment of the situation. As you know, Microchip has had a convertible bond outstanding since December 2007. The bonds are convertible into 43.4 million shares, which is about 22% of our outstanding common shares. According to public sources, the aggregate short interest position in our shares jumped from approximately 5 million shares to approximately 25 million shares when we issued the convertible. And that number is roughly 20 million shares today. This level was neither surprising nor troubling to us because the significant portion of the convertible bond market consistent of arbitrage funds. The general strategy of these funds is the whole convertible debt would create an economic-long stock exposure, and then hedge this exposure with a short position in the common shares. It is worth noting that this hedging objective is very different from the strategy of activist or directional short-sellers. In any event, the size of the short position arising from a convertible will correspond to the level of equity exposure in the bonds and the percentage of the bonds being held by arbitrage funds. We know that a sizable amount of our convertible is held by arbitrage funds. And we believe that their activity represents the majority of the overall short interest, which has generally remained in the 15 million to 25 million shares range since 2007. Other companies that have similar convertible bonds outstanding also have high levels of short interest in their stocks. I will now ask Ganesh to give his comments on the performance of the business in the September quarter. Ganesh?
Ganesh Moorthy:
Thank you, Eric, and good afternoon, everyone. The September quarter was one for the ages with strong growth in each of our product lines and new records in most of them. Let's take a closer look at the performance of each of our product line starting with microcontrollers. Our overall microcontroller revenue grew a strong 6.9% sequentially in the September quarter to achieve an all-time record of $321 million in revenue. Microcontroller revenue was also up 22.9% versus the year-ago quarter. As we projected in our July conference call, our 8-bit microcontrollers did set a new record in the September quarter, as did our 16-bit and 32-bit microcontroller businesses. Microcontrollers represented 65.2% of Microchip's overall revenue in the September quarter. Sometime in the month of November, we expect to ship our 13th billion cumulative microcontroller, a milestone that will occur just 7 months after we ship our 12th billion microcontroller back in April of this year. Our 16-bit microcontroller business was up 10.9% sequentially in the September quarter, achieving a new record for revenue. 16-bit microcontroller revenue was also up 48.1% over the year-ago quarter. We continue to expand the breadth of innovative 16-bit solutions that we're offering, the number of customers that we are serving and new applications that we're winning as we continue to gain market share in this segment. Our 32-bit microcontroller business was up 24% sequentially in the September quarter, registering another strong quarter of growth to also set a new record for revenue. 32-bit microcontroller revenue was also up 53.4% over the year-ago quarter. We are continuing to expand our new product portfolio. And next month, we plan to announce a number of blockbuster solutions that will further enrich our 32-bit microcontroller platform offering. In the meanwhile, we are continuing to win new designs. And we're expanding into new applications to enable further growth in revenue and market share. Our overall microcontroller results, as well as each of our 8-bit, 16-bit and 32-bit results are clearly outperforming the market. The sequential and year-over-year growth rate's well above the market and what we have seen reported by our competitors in their results. We're gaining significant market share and have the new product momentum and customer engagement to continue to gain even more share as we further build the best-performing microcontroller franchise in the industry. Now moving to our analog business. This business grew 5.1% sequentially in the September quarter, the 8th consecutive quarter of sequential growth to also achieve a new record. And it continues to perform exceptionally well. Analog revenue was also up 25.2% from the year-ago quarter. Analog revenue now represents 22% of Microchip's overall revenue in the September quarter. And at close to $434 million annual sales run rate, it remains one of the best-performing analog franchises in the industry. We are continuing to develop and introduce a wide range of innovative and proprietary new products to fuel the future growth of our analog business. Moving to our memory business. Our memory business, which is comprised of our Serial E-squared memory products, as well as our SuperFlash Memory products was up 2.9%. We continue to run our memory business in a disciplined fashion that maintains consistently high profitability, enables our licensing business and serves our microcontroller customers to complete their solutions. Our memory business represented 7.1% of Microchip's overall revenue in the September quarter. Now let me pass it to Steve for some general comments, as well as our guidance going forward. Steve?
Steve Sanghi:
Thank you, Ganesh, and good afternoon, everyone. Today, I would first like to reflect on the results of the fiscal second quarter of 2014, then I will provide guidance for the fiscal third quarter of 2014. I will also provide guidance for our long-term model, which we are revising upwards. We are very pleased with our execution in the September quarter. Our actual net sale exceeded the high end of our guidance. The 59% gross margin we achieved was 100 basis points better than June quarter and exceeded the high end of our guidance, as we increased factory output to meet the increased sales results. Our operating profit percentage reached 31.8%. And we are making excellent progress towards what our long-term goal of 32% operating profit was, which we will derive higher later in this call. Non-GAAP earnings per share also exceeded the high end of our guidance and beat our guidance by $0.03 per share. We made several new all-time records in the quarter. Our total net sales, microcontroller net sales, analog net sales and our licensing business all achieved new records. Individually, 8-bit microcontrollers, 16-bit microcontrollers and 32-bit microcontrollers all achieved new all-time records. Our record 8-bit microcontroller revenue further validates what we have been communicating to investors and analysts, which is that our 8-bit MCU business is very healthy, growing and very profitable. Our 8-bit MCU business is continuing to gain share from competitors could have either moved away from 8-bit or are otherwise uncompetitive and cannot make money in the 8-bit market. We're also continuing to gain market share in the 16-bit MCU, 32-bit MCU and analog. We mentioned on our last conference call that Microchip has an outsized exposure to housing, industrial and automotive sectors. These has been some of the strong sectors of the economy this year. While we do not break out our business by these sectors, just looking at some sample customers, we saw significant strength in customers that sell products for housing, industrial and automotive. Last but not the least, the September quarter was our 92nd consecutive profitable quarter, which is 23 years of making profit every quarter. I want to thank all the employees of Microchip for their contribution in making this an outstanding quarter in every respect. I also wanted to compare our results of September quarter versus the year-ago September quarter. September quarter of this year was up 20.8% over the September quarter last year. Last year, September quarter had 2 months of SMSC net. If we add the third month of SMSC and then compare the September quarter of this year was up 11.5% over September quarter last year. This was the best performance among our peers and competitors, and many of whom were flat-to-down in September quarter over the year-ago September. Our outstanding results were also recognized by Selling Power magazine who recently named Microchip to its annual 50 Best Companies to Sell For, for 2013. Microchip ranked 19th, and is the only semiconductor company on that list. Now I will provide guidance for the fiscal third quarter of 2014. The December quarter is our seasonally weakest quarter of the year. The December quarter in 2010 and 2011 averaged a sequential decline of 3.5%. Last year was impacted positively by an additional month of revenue from the SMSC acquisition. We're expecting the December quarter this year to be seasonally normal and are guiding for net sales to be flat to down 6% sequentially. On a non-GAAP basis, we expect our gross margin to be between 58.8% and 59.2% of sales. We expect operating expenses to be between 27% and 27.5% of sales. We expect operating profit to be between 31.3% and 32.2% of sales. And we expect non-GAAP earnings per share to be between $0.57 and $0.63 per share. As I said earlier in the call, we are revising our long-term model upwards. You may recall that after the acquisition of SMSC, we revised our long-term model downwards. This was driven by the lower gross margin, higher operating expenses and lower operating profit of the SMSC business. We are revising the business model upwards due to 3 reasons. Number one, our microcontroller and analog business has outperformed very well. With improving factor utilization, our margins on microcontrollers and analog have recovered very nicely. We believe that we have further upside as the factory utilization continues to approach the old record and eventually exceed it. Number two, while we have countered on significant improvement in the SMSC operating model, we have substantially exceeded our own internal goals. SMSC operating model is now approaching the traditional Microchip model. The longer-term synergy actions are also now starting to bear fruit. As one example, I just returned from our Asia-wide distribution conference. The opportunities that our sales and distribution network have identified on SMSC products is truly impressive. As these opportunities move down the sales process and get to the order stage, we will see a substantial growth and a profitability model will continue to improve. And number three, our licensing business just achieved an all-time record and is at nearly $100 million run rate. At 100% gross margin, its net effect on gross and operating margin is very accretive. Based on these 3 factors, we are revising our long-term model for Microchip upwards. We are revising the midpoint of gross margin to be 150 basis points higher. We're revising the midpoint of operating expenses to be 100 basis points lower. And we are revising the midpoint of the operating profit to be 250 basis points higher. We now expect the long-term gross margin to be 61.5% plus or minus 0.5%. We now expect long-term operating expenses of about 26.5%, plus or minus 0.5%. And we now expect operating profit of about 35%, plus or minus 1%. All of these numbers are non-GAAP. This takes our long-term operating model back to what it was prior to the SMSC acquisition. Given all the complications of accounting for the acquisitions, including amortization of intangibles, restructuring charges and inventory write-up on acquisitions, Microchip will continue to provide guidance and track its results on non-GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters. And we request that the analysts continue to report their non-GAAP estimates to press corp. With this, operator, will you please pull for questions?
Operator:
[Operator Instructions] And we will go first to Chris Caso of Susquehanna.
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division:
Just taking into the consideration the revised margin targets, what should we expect with respect to the gross margins, operating margins as we go through this cycle? I think that during the last cycle, your gross margins bottomed to 56%. Would you also assume that we -- obviously, we don't know where revenue will trough during the next downturn, but would you expect to see higher troughs for the same reasons that you had mentioned?
Steve Sanghi:
Well, it seems like the gist of your question implies the revenue and continues to gross down here and trough somewhere. Our expectation is that December quarter is seasonally very normal. And as you have seen in the past, December quarter is seasonally down, and then the March is seasonally up. We usually grow low single-digits in the March quarter. And our current expectation is that, that will not be really any different.
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division:
Sure. The nature of my question wasn't really near-term. Obviously, it's a cyclical business. So just as you go through the length of a cycle, really, that was what I was getting at.
Steve Sanghi:
Yes. So I'm not seeing a recession in front of us. The recessions come in various forms. There are unit recessions, the demand recessions, inventory revenue recessions, financial crisis. And everything is different depending on what we do with our fabs, what we do with our assembly and test, what actions we take. So it's very, very difficult to guide on something we don't see today on really what our actions would be in response to that recession.
James Eric Bjornholt:
Yes. Maybe just what I would add to that is now that a larger portion of our business is relying on foundry, that has less of the ups and downs in the gross margin area that is not impacted by our own factory utilization. But like Steve said, each cycle is different.
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division:
Okay. Just a quick follow-up. With regard to the plans to build inventory, could you talk a little bit about the reasons behind that? And I guess perhaps that has some connection to where your lead times are now?
Steve Sanghi:
So I'll give you a general opinion on inventory. We don't manage the inventory. We don't manage our factories in a way that we constantly take them up or down to try to manage into a very tight range of inventory. You can go back into our history, we have never done that. The companies who do that are either constantly laying off people and cutting production and then hiring untrained people and definitely trying to grow and making mistakes when the times grow stronger. Our desire to the cycle usually is to run our factories in a much more constant fashion and allows the inventory to fluctuate up or down. Now the very long life cycle of Microchip products, microcontroller, analog and memory products historically has always allowed us to manage it in that fashion, in not taking any large inventory write-offs. You could go back in history, there's no record of Microchip coming into you and saying, we rolled off $100 million of inventory, like some other competitors may have done. So we run the factories much more normally. And we allow the inventory to fluctuate. And as Eric mentioned, in more recent past, we now have 40% of our business coming out of foundries because of significant large acquisitions and others which allows you to really control inventory rapidly by turning the stacks on the outside factories. So when you put it all together, until just 1.5 months ago, we were expediting products and trying to improve production and adding capacity because we -- the midpoint of our guidance for September quarter was 4%. We produced 6.5%. If you manage too tightly on the inventory, you cannot produce that kind of upside in a very short timeframe. And now the December quarter is seasonally down, we expect March quarter to be up. In that kind of environment, we don't really take any actions. So the inventory driven by lower revenue will be higher in December. And we'll decrease some in March. And we'll take those actions over the next 2 or 3 quarters, allow the revenue increase to naturally adjust inventory. Now having said all that, there have been a couple of times in our history, one was after the financial crisis of 2009, and may have been a tech buster. Some of these mega events in the industry will cause the situation where you have to take precipitously some strong actions, otherwise the inventory would go way too high. Other than that, it would be a small one quarter perturbation. We run our business more constantly and not go up and down. Sorry for the long answer.
Operator:
And we will go next to Jim Schneider of Goldman Sachs.
James Schneider - Goldman Sachs Group Inc., Research Division:
Steve, I was wondering if you could maybe comment on the overall bookings environment? This time last quarter, you talked about very strong bookings environment. And later in the quarter, you guided to the near to midpoint of the range. And then you ended doing much better than that. So I'm just kind of curious, have the bookings pace moderated at all at this point or do you still expect a fairly strong book to bill and then the December guidance is more of just a little bit more tempered by the normal seasonality?
Steve Sanghi:
Well, bookings are still good if I look at the overall long-term backlog. And the bookings that are coming in are still good. But bookings, the large amount of bookings are aging into the next quarter. Some are aging into this quarter, but based on at the rate they're aging and the amount of 9 weeks or so left in the quarter, an introduction to the guidance that we provided. But the overall rate of the bookings are still strong because lots of bookings are coming into the next quarter, which is seasonally stronger quarter for us also.
James Schneider - Goldman Sachs Group Inc., Research Division:
Understand, that's helpful. And then, I guess, if you think about the upward vision to your gross margin target, how much do you think is being driven by the licensing business versus the mix of products you're expecting to have versus utilization? Any way to put some kind of rough sense on that?
Steve Sanghi:
They were really in bad order. The best performance we're getting is really out of our own microcontroller and analog businesses. There was a concern from the street on our 32-bit business. There was a concern on our 8-bit business. There was concern on our 16-bit business. They will get squeezed by 8 and 32. There was the concern on our 8-bit business because everybody else is going away from it. And there was a concern on our 32-bit business because we're not ARM. The 19 covered many years now, we have demonstrated there are 8, 16, 32-bit. All those 3 businesses are -- they're a tremendous win. And they're all growing. And they're all making records. And they're all high margins and so on and so forth. So temporarily, during last year, our gross margin went down because essentially, factory utilization. And it affected significantly our internal businesses, the ones we run inside our fabs because those were the ones mainly impacted by lower utilization. As that utilization has continued to improve, and especially by beating these numbers, last 3 quarters, we have written our revenue guidance. The utilization is getting quite healthy, but there is more to grow. And as we are seeing the utilization improve, our internal margins are back to the historical margins. Either they are where we can project them going forward as the utilization improves a bit more. The second effect is at SMSC. When we purchased SMSC, its full year operating margin in the year prior to our acquisition was only 12%. And until the time we were breaking it out, I think we had told you a quarter or so ago that we had more than doubled that operating profit. We're no longer breaking it out because the numbers are very intertwined. Operating expenses are very hard to figure out, what division they're going into. But based on our own assessments internally, that business now is performing as well as our own business withdrawal. This is how much we have improved then. And some of the long-term accretion is underway and yet to come. Every quarter, as it goes by, a higher and higher portion of their product is running into our factories for assembly and test purposes. And the ultimate accretion really comes from the market players where we are seeing an enormous sales opportunities sometimes developed in selling SMSC products around Microchip's consumer and industrial automotive customer sockets, which our sales and distribution network has identified an enormous opportunity. And some of them, we'll see them in later part of the next year, and some are longer term. But all those, they are very high margin into a Microchip business system. A lot of them will be coming from Microchip's ecosystem in terms of factories and all that, and will be very, very high margins. So that's another thing that's accreting. And the third order of effect is the licensing business.
Operator:
And we will go next to John Pitzer of Crédit Suisse.
John W. Pitzer - Crédit Suisse AG, Research Division:
Steve, clearly, one of the core competencies that you guys have proven over the last several years are finding and integrating these acquisitions. I'm kind of curious, relative to the answer to your last question, any way to quantify either through incremental TAM or the kind of incremental growth rates? Do you think these acquisitions have added to the core Microchip business? And I guess more importantly, are you now at a TAM level or expected growth rate level longer-term that you're satisfied with whether you see other opportunities to holding on acquisitions and integration?
Steve Sanghi:
Well, it's difficult to put numbers on it, nor are we usually comfortable in putting numbers on it. Because, one, it projects too much. And secondly, it tells everybody else what we're doing, our competitors and others. So in general, I'm always uncomfortable in giving that kind of data. But let me give you one. If you look at our December quarter guidance, despite the December quarter being guided down 3%, our December quarter at that guidance, midpoint of the guidance, will be up 15% from December quarter of last year, 14.9% to be exact. And there's no acquisition in between. The December quarter last year had full SMSC in it. So December quarter last year to December quarter this year at the midpoint of the guidance will be up 14.9%. Who is up 14.9% right now? Most companies are down year-over-year and driving down further in December quarter. So you are seeing the result of internal core strengths in 8, 16, 32 and analog. You've seen this type of acquisitions. You're seeing our ability to take these acquisitions and digest them. And then be able to create more business out of them across our customers and sockets and all that. I don't know whether that answers your question.
John W. Pitzer - Crédit Suisse AG, Research Division:
That's helpful, Steve. And maybe as a quick follow-on. Historically, you guys have given us sort of revenue detail by product, less so by end market given how much goes to distribution. I'm just kind of curious, as you think about exploiting things like the auto end market vertical, do you -- does the curved distribution model work as well or will you start having operationally more of an end market focus to try to exploit some of these revenue opportunities?
Steve Sanghi:
We have always had selected end market focus. We told you that when we acquired SMSC. One of the criticism was that Microchip is a horizontal-focus company and SMSC is a vertical-focus company. And they don't fit. It was a bad acquisition, if you recall. Microchip has always run the automotive business in a vertical market fashion for years, 12 years, 15 years plus. Our automotive business does not go through distribution. We do business with all large automotive companies and their suppliers. And that has always been handled by Microchip's dotted sales force. So SMSC's automotive business fit very, very well along with that. And we have found substantial incremental opportunity on SMSC's automotive sockets around really our business and vice versa. Same as the case, we did business directly with a number of large computing manufacturers which will not go through distribution. And same way, SMSC's business fit very well with that. And we have found sockets around each of those -- sockets and business units. So Microchip has always been a mixture of a broad-based long-tail horizontal company, yet executing only large number of vertical focuses very, very well. We have had a vertical focus on automotive, home appliances, medical, energy, which material is it?
James Eric Bjornholt:
Touch.
Steve Sanghi:
Touch.
James Eric Bjornholt:
From an interface test.
Steve Sanghi:
I would say a bunch of display driving and all that.
James Eric Bjornholt:
That was automotive infotainment. I mean, it's a pretty broad range.
Steve Sanghi:
Automotive infotainment, model control, connectivities. So there are a number of large vertical application kind of areas that we had really managed very well internally, and really have a dual sale structure with centers of expertise in various markets that work together with a horizontal sales force.
James Eric Bjornholt:
So maybe if you're assuming that because the distribution sales are quite large, that those are not customers we target. There's a good portion of distribution revenue that actually has resulted from Microchip creating the demand. But will our customers choose what the best fulfillment channel for them is, and in many cases that's direct, and in some cases, that's distribution. But distribution customers are not left just to distribution to create a demand
Operator:
And we will take our next question from Craig Hettenbach of Morgan Stanley.
Unknown Analyst:
This is [indiscernible]. I'm dialing in for Craig. So microcontrollers have been really strong for the last few quarters. So could you talk more about your 32-bit microcontrollers? Like what applications are they seeing the stronger design traction? And also, could you just compare your 32-bit product introductions this year related to last year?
Steve Sanghi:
Ganesh, you want the last part of the question? And how do we compare our new product introductions this year to last year?
Ganesh Moorthy:
Okay. So let me start with the second part of the question. We're -- obviously, we're accelerating data new product introduction. And as I mentioned, you're going to see some blockbuster announcements coming in the month of November. It's an area where we have been continuing to increase investment over the last several years. We're building out portfolio to fill out range of different memory sizes, functionalities, packet sizes, et cetera, et cetera, to build a strong portfolio that can be used in many, many different applications. And you'll see that as we move into 2014. That breadth of products will continue to accelerate. In terms of the applications themselves, they are often in the kinds of applications where our 16-bit microcontrollers are. They are run-of-the-mill applications. They can be in power supplies, in the human interface and motor control and in general. Then you'll find them in coffee machines and cars and broad range of applications, but where that is more needed in terms of either performance, memory, features or otherwise than what our 16-bit portfolio can provide. And so we provide a seamless migration in the way that we have planned our products that customers can go up and down, our microcontroller range of products, in the case of 32-bit most often from our 16-bit products up. And there's nothing earth-shattering about a brand new application that our 32-bit is in that is driving all the design. So it's pretty a broad range of designs, a broad range of applications that we're designed into.
Unknown Analyst:
Got it, that's helpful. From a follow-up, like as I said, like SMSC integration is broadly complete. And it's on the same target model now. What is your appetite for additional acquisitions? And what's the biggest holdup currently? Is this pricing, the lack of target? Like what is your plan going forward?
Steve Sanghi:
Our appetite is very good, but we don't have a target.
Ganesh Moorthy:
And we're disciplined about how we approach it.
Steve Sanghi:
We're disciplined about how we approach it. We have passed on a number of targets that we have looked at for various reasons, the lack of faith, not priced appropriately. Our synergies stick with our business for various other reasons. But if investors and analysts were to give us ideas, we'll be happy to take them. Don't expect feedback on them whether where we are in the process after to give us that idea, but we do not have a target today.
Operator:
[Operator Instructions] All right, and we will go to our next question. That is Terence Whalen from Citi.
Terence R. Whalen - Citigroup Inc, Research Division:
My question wanted to focus on licensing, in particular. It sounds like based on the increase in the target profitability model, you're continuing to expect licensing to be a strong portion of that profitability. I just wanted to understand going forward, how we should think about modeling that line, whether that line can continue to grow or whether there are any certain sort of expirations that we have to be aware of in terms of any terms of future cliff in licensing revenue?
Steve Sanghi:
The licensing revenue is very broad. We essentially have most foundries in the world of license, lots of larger IDM customers to license. There are many market segments, microcontrollers, SoCs, FPGAs, smartcards and others that run on using our process technologies. So it's a fairly broad-based business. And really, there is no very major lumpiness in it like you shouldn't expect in one quarter, you come in, it goes down 50%, and if you like that because of some expiry. There are lots of different process that we're getting royalties all the way on 0.5, 0.35, 0.25, 0.18, 0.13, 0.11, and 90-nanometer and 55. And so it's really very broad. And it's just a few things will go down in volume while the new ones are going up. So I think -- I don't know whether that answers your question, but you shouldn't be concerned about any major reduction of any kind.
James Eric Bjornholt:
And there are ongoing new licensees that are coming on board.
Terence R. Whalen - Citigroup Inc, Research Division:
Okay. So steady and stable, it sounds like. The quick follow-up I had was a longer-term technology question. As you sort of evaluate the development of the Internet of Things, I know that's a very broad and loose term. But do you feel like you have the right capabilities? And where do you see the opportunities? Do you have the correct RF Technology, in particular that pair with your controllers?
Ganesh Moorthy:
It's a market we've been in for a while. And there are several ingredient capabilities that are needed to enable customers who want to reach an Internet of Things solutions. So if you look at -- and fundamentally, you need some form of microcontroller in these applications. Often these are applications we're already designed in. And a customer is now looking to extend the capability to connect to the Internet. So let's look at a thermostat as an example. If you take a standard thermostat, we've been in it for 20-plus years with analog functionality, microcontroller functionality. Now customers that have the thermostat who wants to be able to connect to the Internet takes advantage of our wireless capability. In most cases, it will be a Wi-Fi connection that we can enable, and we have enabled using our Wi-Fi modules that we provide. In other cases, it might be a proprietary wireless that then has a way to get back into the Internet. The other big challenge that many customers have is, well, how do they manage the other side of this which is the cloud itself? Some customers are sophisticated and have the ability to manage how they have a setup on the cloud that can receive the data and then be able to do something with it. But we have many customers for whom that is new. And as you saw earlier this week, we announced a partnership with Amazon. Actually, it was last week that we announced to be able be help host these capabilities, and enable people to take advantage of existing solutions, but get on the cloud with their applications. So we believe we have put together with our existing solutions and with partnerships for the cloud, the ingredients that are needed for anybody who has an Internet of Things thought process or application that they want to get into.
Operator:
And we will take our next question from Christopher Danely with JPMorgan.
Shaon Baqui - JP Morgan Chase & Co, Research Division:
This is Shaon Baqui calling in for Chris. I just want to get your thoughts real quick on the various GEOs [ph], if you're seeing any particular areas of strength here as we look in the December quarter?
Steve Sanghi:
Eric?
James Eric Bjornholt:
So I mean, typically, what we will see in the December quarter is that due to the holidays, we'll see Europe and the Americas have some stress on the business. And Asia typically does okay, but it's not enough to offset the weakness that we see out of Europe and the Americas. So it's really a holiday-driven phenomena, just like we see in the March quarter with Asia being week due to the Chinese New Year.
Shaon Baqui - JP Morgan Chase & Co, Research Division:
Okay, great. And this is a quick follow-up as we look into the December quarter. Can you give us kind of the puts and takes in your guidance? Are there any segments here that meant to your analog particularly that may be up or down a little bit more than the others?
Ganesh Moorthy:
We don't really break out by segment.
Steve Sanghi:
We have 14 product divisions inside Microchip internally, how we manage it. And it's just too many. We bucket them for you in a way to 16 and 32 analog and all that, but it's much broader internally. And some of them have multiple things in one division. So I can't break it down any further.
Operator:
And we will go next to go Gil Alexandre with Darphil Associates.
Gilbert Alexandre:
Two questions, if I may ask. Could you give us an idea of your factory utilization at this time?
Steve Sanghi:
So historically, we have not given a number on factory utilization. The problem is that there's a tendency then to draw a straight line and try to figure out every point of utilization means we're done on gross margin and kind of track and expect that as utilization goes up or down. In what we have seen has historically reached to long conclusions because in one quarter, unfair portion of our growth may come from foundry products. And other time, they come from internally. And not all products have same gross margins, and depending on what you're running in a given quarter. So it's a very complex mix. And we are, in general, not comfortable with trying to tie a given utilization to a given gross margin. Our utilization has not peaked yet compared to where it was before. There is a significant more accretion to go. And we -- many months -- several more quarters as we continue to increase the utilization for the gross margin to continue to really go higher. And then eventually, utilization will go beyond that. But we're not running all the equipment that we have in our factories flat out. This means the utilization still has a way to go.
Gilbert Alexandre:
All right. My second question, on your return from Asia, can you give us any reasonable reading of the Chinese economic growth?
Steve Sanghi:
So our China business did enormously well. In fact, that's when we break it out, right, in the queue?
James Eric Bjornholt:
Well, we break out the percentage of the total revenue. And it's approaching 29% of the total now.
Steve Sanghi:
If you break it out in percentage, they can figure out the dollars.
James Eric Bjornholt:
Yes.
Steve Sanghi:
So where does it grow quarter-over-quarter sequentially?
James Eric Bjornholt:
I do not have that in front of me.
Steve Sanghi:
But it was a very, very strong growth. So 6.5% overall growth. The highest growth, I think, was still also double-digit. I recall seeing it. So China did very, very well. The China GDP numbers in the latest report were slightly revised upwards. So despite what you hear in China, China business is very solid.
Operator:
And we will take our next question from Kevin Cassidy of Stifel, Nicolaus.
Dean Grumlose - Stifel, Nicolaus & Co., Inc., Research Division:
This is Dean Grumlose calling in for Kevin. I was wondering if you could describe how the 32-bit market may differ from 8 and 16 in terms of perhaps what customers are looking for or the product needs. And as a follow-up, how you would view your progress in this market so far compared to the previous markets?
Ganesh Moorthy:
So, I want you to think of 32-bit as not a separate market. It's one continuum of microcontroller markets for which different products serve the needs of that market. There is a range, performance, memory size and features at which the 32-bit is the right product to be able to use in those applications. Often at the boundary between 16 and 32-bit, you're going to have 16 bits that are in the 32-bit type of applications and vice versa. The -- our own progress here has been outstanding. You can take a look at the last many years over which we have reported our sequential, as well as our year-over-year growth. And it's been significant. Obviously, several years ago, it was growing off of a very small base, but it has continued to grow into a reasonably sized business for us. That product portfolio has expanded in that timeframe. The third available market that we can target has grown with that. And perhaps, the -- in that continuum of 8s, 16s and 32s, the largest change is really the software intensity that is involved in these applications. And so in addition to the silicon level of products, there's a significant software investment that we have to make and being able to enable solutions. And we have done that. And we expect to be doing more of that along with our silicon products in 32-bit in the coming months and years.
Operator:
And we will take our next question from Harsh Kumar of Stephens.
Richard Sewell - Stephens Inc., Research Division:
This is Richard in for Harsh. I just wanted to get your sense on seasonality. You talked about the seasonality in the December and March quarter, but have you seen any changes in the June and September quarters with the addition of SMSC?
Steve Sanghi:
No. If you -- actually, did not seem to have changed our seasonality. June and September quarters were very strong. March quarter was good. June was excellent. September was excellent. December is seasonally normal. And we're expecting March to be seasonally normal, which would be up in the single-digits.
Richard Sewell - Stephens Inc., Research Division:
Great. And my follow-on relates to SMSC as well. Have you seen any benefits from the back end integration yet? And if not, when do you expect to see those benefits?
Steve Sanghi:
Yes. We have seen benefit from the back -- integration of the back end. There were some in the June quarter, much more in September quarter to be even more in December. So it's really continuing, and also requires capital investment to bring some of the deal. And we're doing it at a controlled pace.
Operator:
And this does concludes today's question-and-answer session. At this time, I'll turn the call back to our moderators for any additional or closing remarks.
Steve Sanghi:
Okay. We want to thank everyone for attending this call. We'll be at some conferences. I believe the next one is...
James Eric Bjornholt:
Well, the next conference will be at the Credit Suisse Conference in Phoenix. We'll also be at the NASDAQ Conference in London and doing some marketing throughout the quarter.
Steve Sanghi:
So we'll certainly see some of you at the CSFB Conference in Scottsdale. I will promise a great weather here in its hometown. So please come and see us. Thank you.
Operator:
And this does conclude today's conference call. Once again, we would like to thank everyone for your participation, and have a wonderful day.
Executives:
James Eric Bjornholt - Chief Financial Officer, Principal Accounting Officer and Vice President of Finance Ganesh Moorthy - Chief Operating Officer and Executive Vice President Steve Sanghi - Chairman, Chief Executive Officer and President
Analysts:
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division James Schneider - Goldman Sachs Group Inc., Research Division John W. Pitzer - Crédit Suisse AG, Research Division Harsh N. Kumar - Stephens Inc., Research Division Christopher B. Danely - JP Morgan Chase & Co, Research Division Sumit Dhanda - ISI Group Inc., Research Division Terence R. Whalen - Citigroup Inc, Research Division Dean Grumlose - Stifel, Nicolaus & Co., Inc., Research Division Raymond Joseph Rund - Shaker Investments, L.L.C.
Operator:
Good day, everyone. Welcome to this Microchip Technology First Quarter Fiscal Year 2014 Earnings Results Conference Call. As a reminder, today's call is being recorded. At this time, I would like to turn the call over to Microchip's Chief Financial Officer, Mr. Eric Bjornholt. Please go ahead, sir.
James Eric Bjornholt:
Good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions, and that actual events or results may differ materially. We refer you to press our release of today, as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operation. In attendance with me today are Steve Sanghi, Microchip's President and CEO; and Ganesh Moorthy, Microchip's COO. I will comment on our first quarter fiscal year 2014 financial performance, and Steve and Ganesh will then give their comments on the results, discuss the current business environment and discuss our guidance. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effects of our acquisition activities and share-based compensation. Net sales in the June quarter were a record $462.8 million and were up 7.6% sequentially from net sales of $430.1 million in the immediately preceding quarter. Revenue by product line was $300.3 million for microcontrollers, $103.2 million for analog, $34 million for memory and $22.5 million for licensing, and $2.8 million of other. Revenue by geography was $86.9 million in the Americas, $101.2 million in Europe and $274.6 million in Asia. I remind you that we recognize revenue based on where we ship our products to, which tends to skew some of the revenue towards Asia, where a lot of contract manufacturing takes place. On a non-GAAP basis, gross margins were 58% from the June quarter and above the high end of our upwardly revised guidance provided on June 3 of 57.25%. Non-GAAP operating expenses were 27.5% of sales. Non-GAAP operating income was 30.5% of sales, and net income was a record at $120.4 million. This resulted in earnings of $0.57 per diluted share, which was $0.03 above the mid-point of our upwardly revised guidance and $0.05 above the mid-point of our original guidance. On a full GAAP basis, gross margins, including share-based compensation and acquisition-related expenses, were 57.6% in the June quarter. GAAP gross margins included the impact of $2 million of share-based compensation expense. Total operating expenses were $168.2 million or 36.3% of sales, and include acquisition, intangible amortization and special charges totaling $29.4 million and also include share-based compensation of $10.7 million. The GAAP net income was $78.6 million or $0.37 per diluted share. In the June quarter, the non-GAAP tax rate was 11.1% and the GAAP tax rate was 13%. Our tax rate is impacted by the mix of geographical profits, withholding taxes associated with our licensing business and the tax effects of various nonrecurring items. Excluding any one-time events, we expect our longer-term forward-looking non-GAAP effective tax rate to be about 10.5% to 11.5%. To summarize the after-tax impact that the non-GAAP adjustments had on Microchip's earnings per share on the June quarter, acquisition-related items were about $0.138, share-based compensation was about $0.053 and noncash interest expense was about $0.006. The dividend declared today at $0.354 per share will be paid on September 4, 2013, to shareholders of record on August 21, 2013. The cash payment associated with this dividend will approximately be $70 million. This quarter's dividend will be our 44th consecutive quarter of making a dividend payment. We have never made a reduction in our dividend. And in fact, this quarter's increase marks the 38th occasion we have increased the dividend payment and our cumulative dividends paid is over $2 billion. This program continues to be an important component of how we return value to our shareholders. Moving onto the balance sheet. Consolidated inventory at June 30, 2013, was $256.1 million or 119 days. The mix of our inventory between internally produced and externally sourced product is in better alignment than it was at the end of March, and our inventory position is within our target model. We expect days of inventory at the end of September quarter to be relatively flat to the June quarter levels. Inventory at our distributors increased by 2 days during the June quarter to 32 days and remain at very low levels compared to where they have been historically. I want to remind you that our distribution revenue throughout the world is recognized on a sell-through basis. At June 30, the consolidated accounts receivable balance increased to $232.3 million, driven by the increases in quarterly revenue and the inventory build by our distributors. Receivable balances are in great condition, with excellent payment performance continuing from our customers. We had strong free cash flow generation in the June quarter of $138.9 million prior to our dividend payment. As of June 30, the consolidated cash and total investment position was approximately $1.9 billion, and we had $610 million in borrowings under our revolving line of credit. Excluding dividend payments, we expect our total cash and investment position to grow by approximately $110 million to $130 million in the September quarter. During the June quarter, we executed a new $2 billion revolving credit facility that has a 5-year term. The new facility replaces the $750 million facility that was previously in place. The new facility provides us with additional flexibility to pursue our business objectives with minimal immediate income statement impact based on our current level of borrowing activity. Capital spending was approximately $27.8 million for the June quarter and included rollover capital from the March quarter and a $12.5 million R&D building purchase in India. We expect about $27 million in capital spending in the September quarter. We expect overall capital expenditures for fiscal year 2014 to be about $90 million, as we are adding capital to support the growth of our business. Depreciation expense in the June quarter was $21.4 million. I will now ask Ganesh to give his comments on the performance of the business in the June quarter. Ganesh?
Ganesh Moorthy:
Thank you, Eric. And good afternoon, everyone. Let's now take a closer look at the performance of our product lines in the June quarter. Our microcontroller business grew a strong 8.9% sequentially in the June quarter to achieve an all-time record of $300.3 million in revenue. Microcontroller revenue was also up 24.8% versus the year-ago quarter. All 3 microcontroller segments grew significantly, with 16-bit and 32-bit achieving new records and 8-bit within a hair's breadth of achieving a new record. We fully expect that 8-bit microcontrollers will set a new record in the September quarter. Microcontrollers represented 64.9% of Microchip's overall revenue in the June quarter. And in April, we shipped our 12 billionth cumulative microcontroller. Additionally, we shipped a record number of development systems in the June quarter, which bodes well for future growth. Our 16-bit microcontroller business was up 10.1% sequentially in the June quarter, achieving a new record for revenue. 16-bit microcontroller revenue was also up 71.7% versus the year-ago quarter. We continue to expand the breadth of innovative 16-bit solutions that we're offering, customers that we are serving and applications that we're winning, as we continue to gain market share in this segment. Our 32-bit microcontroller business was up 26.3% sequentially in the June quarter, coming back strong after a pause in the March quarter to set a new record for revenue. 32-bit microcontroller revenue was also up 362% over the year-ago quarter. We are continuing to win new designs and expanding into new applications to enable further growth in revenue and market share. Despite the questions that some analysts have had about our choice of core, our consistent growth provides market confirmation of our belief that what customers care most about is that we offer a PIC microcontroller solution with all the attendant brand promises and that the choice of core is not as important. Moving to our analog business. Our analog business grew 6.2% sequentially in the June quarter to also achieve a new record and continues to perform exceptionally well. Analog revenue was also up 119% versus the year-ago quarter. Analog revenue represented 22.3% of Microchip's overall revenue in the June quarter. And at a $413 million annual sales run rate, it has quietly become one of the larger analog franchises in the industry. We are continuing to develop and introduce a wide range of innovative and proprietary new products to fuel the future growth of our analog business. Our memory business, which is comprised of our Serial E2PROM memory products, as well as our SuperFlash Memory products, was up 3.7% sequentially. We continue to run our memory business in a disciplined fashion that maintains consistently high profitability, enables our licensing business and serves our microcontroller customers to complete their solutions. Our memory business was down to 7.3% of Microchip's overall revenue in the June quarter. With that, let me now pass it to Steve for some general comments, as well as our guidance going forward. Steve?
Steve Sanghi:
Thank you, Ganesh, and good afternoon, everyone. Today, I would like to reflect on the results of the fiscal first quarter of 2014, then I will provide guidance for the fiscal second quarter of 2014. We were very pleased with our execution in the June quarter. In early June, we raised our guidance from what we had provided in our earnings conference call in May. Our actual net sales exceeded even the higher end of our revised guidance. The gross margin percentage was 163 basis points better than March quarter and exceeded the high end of our revised guidance by 78 basis points, as we increased factory output to meet the increased sales. Our operating profit percentage once again exceeded 30%, and we are making good progress towards our long-term goal of 32.5% operating profit. Non-GAAP earnings per share also exceeded the high end of our revised guidance and meet our original guidance by $0.05 per share. We made several new all-time records in the quarter. Our total net sales, microcontroller net sales and analog net sales all achieved new records. Individually, 16-bit microcontrollers and 32-bit microcontrollers also achieved new all-time records. Our 8-bit microcontroller revenue came within 3% of its all-time high, further validating what we have been saying, which is that our 8-bit microcontroller business is very healthy, growing and very profitable. Our 8-bit MCU business is continuing to gain share from competitors, who have either moved away from 8-bit or otherwise are uncompetitive and cannot make money in the 8-bit MCU. We are also continuing to gain market share in 16-bit and 32-bit microcontrollers and analog. I want to thank all the employees of Microchip for their contribution in making this an excellent quarter in every respect. Last, but not the least, the March quarter was our 91st consecutive profitable quarter. Regarding SMSC, I would like to comment that for the June quarter, the SMSC division delivered an impressive $0.10 accretion, which was in the high end of our $0.09 to $0.10 range that we have provided. The accretion was up from $0.085 in the March quarter. SMSC's operating profit in the June quarter was about 27% of sales, up from 12% in the last full year prior to the acquisition. SMSC businesses are now very well integrated and intertwined with Microchip, and that breaking out of the numbers is increasingly difficult and not worth the effort. Therefore, this is the last time we will comment on it by saying that we have more than delivered on the promise of SMSC acquisition and there is more to come from the longer-term synergies in manufacturing on the cost side and revenue on the sales side. Near the beginning of the month of June, we completely reversed the rotating time-off in our factories and recalled all employees to full-time work. During last month, we also reversed the pay cut of over 2,500 employees, who had volunteered for a 5% pay cut last November. These employees also received an extra bonus last quarter as a shared reward for their shared sacrifice. This continues to exemplify the strength and uniqueness of our Microchip culture. Now I will provide guidance for the fiscal second quarter of 2014. We have continued to see very strong bookings and expedite requests in our business driven by strong demand in our design win pipeline. The book-to-bill ratio was strongly positive in the June quarter. The starting backlog for September quarter was significantly higher than the starting backlog for the June quarter. However, we continue to have lead time challenges, mainly driven by longer lead time from our foundries. We are getting good visibility from our customers, but many new bookings will still be scheduled to be around the end of this quarter. Taking all these factors into account, we expect Microchip's total net sales in the September quarter to be up between 2% and 6% sequentially. Several investors and analysts have asked to -- what explains significant growth that Microchip business has experienced in the last 2 quarters and going into the current quarter? The answer lies in which sectors Microchip does business. In the last calendar year, smartphones and tablets were very strong, while the other sectors were struggling in a weak economy. This year, the smartphone sector is weak, as evidenced by reports of several semiconductor companies with strong exposure to that market. This year, the strong sectors are housing, industrial and automotive, the 3 sectors that Microchip has very strong exposure to. While we do not break out our business by these sectors, just looking at some sample customers, we see significant strength in customers that sell products for housing, industrial and automotive. We believe that in general, investors and analysts may have overlooked Microchip's outside exposure to these markets. Our internal inventory is now fully corrected, and we are ramping our fabs, as well as back-end facilities, to meet the increased demand. Last quarter, our finished goods inventory went down significantly, as we shipped products into strong demand. Our facilities have now switched from lowering finished goods inventory to rebuilding finished goods stock to reduce lead times and meet the increased demand of our customers. On a non-GAAP basis, we expect our gross margin to be between 58.1% to 58.7% of sales. We expect operating expenses to be between 27% and 27.5% of sales. We expect operating profit to be between 30.6% to 31.7% of sales. And we expect non-GAAP earnings per share to be between $0.58 and $0.62 per share. Our long-term model for the combined company remains a gross margin of about 60%, plus/minus 0.5%, operating expenses of about 27.5%, plus or minus 0.5%, and operating profit of about 32.5%, plus or minus, 0.5%. All of these numbers are non-GAAP. This long-term model will continue to be a premium model in the semiconductor industry. This, together with one of the highest dividends in the semiconductor industry, will continue to generate excellent shareholder value. Given all the complications of accounting for the acquisitions, including amortization of intangibles, restructuring charges and inventory write-up on acquisitions, Microchip will continue to provide guidance and track its results on a non-GAAP basis. We believe that non-GAAP results provide more meaningful comparison to prior quarters, and we expect that the analysts continue to report their non-GAAP estimates to press corp. With this, Angela, will you please poll for questions?
Operator:
[Operator Instructions] And we will go first to Christopher Caso with Susquehanna Financial Group.
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division:
I guess with -- I'll start with a high-level question, and I understand your comments with regard to some of the strengths in some of the broader segments, such as housing, industrial and automotive. As you talk to your customers and your distributors, perhaps, you could tell us what gives you confidence that the orders that you're seeing do, in fact, reflect real demand, and perhaps, you could talk little bit about the inventory levels to the extent you have visibility into your customers.
Steve Sanghi:
Well, our expedite activity is very high. We're just expediting products on multiple fronts, in multiple markets for customers in multiple geographies and multiple sectors. The -- there is really very little inventory at the end customer. While distributor inventory is lower compared to any historic norms. It was up 2 days last quarter, but still on the very low end of, really, the historical norms. So that's really what gives us confidence that the orders are real. We're not getting any net pushout activity or anything like that. There are always moving parts and somebody scheduled a few parts out, somebody else pulls it in. But the net-net debt demand continues to be very strong. The backlog is very healthy. And we are actually struggling to meet all of the demand we have in the current quarter.
Christopher Caso - Susquehanna Financial Group, LLLP, Research Division:
Okay. As a follow-up to that, obviously, you mentioned you're increasing production now in response to the order rates that you have in the inventory levels. Could you remind us the impact that the increased production would have on your gross margins? What sort of improvement can we expect going over the next couple of quarters? And as you talk about the 60% long-term gross margin target, is that tied to a particular revenue number? And if so, would you care to share that with us?
Steve Sanghi:
So it is tied to a particular number, but we cannot share that. There is internal modeling on it. But if you look at it at the bottom of this cycle -- do you recall what our gross margin was? I think it was 55-point-something, yes?
James Eric Bjornholt:
Yes, I think that's right.
Steve Sanghi:
Something in that area. So the gross margin has continued to come up every quarter. Going into this quarter, at the last conference call, our guidance for the gross margin for the current quarter was 57%. And we delivered 58.04% or something. Actually, I just got the number. The gross margin at the bottom of this cycle was 56%. So I could see that we have come up substantially. And it's come with higher utilization, recalling all the employees back for -- back to a fab-sorting production, and we're currently increasing wafer starts further. So the impact of the gross margin is very positive. We're guiding another increase in gross margin this quarter from 58% last quarter to a mid-point of about 58.4%. And depending on how the quarter goes, I guess further strengthen it, there can be upside to that. And gross margin will continue to increase. Our long-term target is 60%, and there's another 200 basis points to go.
Operator:
And we will now go to Jim Schneider with Goldman Sachs.
James Schneider - Goldman Sachs Group Inc., Research Division:
I was wondering if you could address some of the longer-dated backlog you referred to in your opening commentary, say, some of it was out past the end of September quarter. Can you maybe give us some context how much of the bookings are scheduled past the end of the quarter or this quarter versus last quarter to the quarter before?
Steve Sanghi:
Well, the bookings have been strong now for a couple of quarters. I think this is a repeat comment that we made last quarter also. So from that standpoint, there is not really a substantial change in that. I think what's more important is how much of the backlog customers are requesting in a current quarter, but we're giving them few days out. We're getting significant visibility. So there's a fair amount of backlog into next quarter already. But that is a request in the next quarter, we're delivering in the next quarter. That business is normal. The problem is where certain portion of the backlog, customers will take it in September, and we are just scheduled out a week or 2 weeks out. We're struggling hard to pull it in, and we'll be successful in some and not in some other.
James Schneider - Goldman Sachs Group Inc., Research Division:
That's helpful color. And then as a follow-on, could you maybe talk about how much your internal factory utilization has increased over the past several quarters from, say, trough to the current levels? In other words, maybe if you can express it in points, that'll be helpful.
Steve Sanghi:
We don't like to give that numerically. But with the rotating time-off, we have taken the production down significantly. And a lot of that has come back, and we have increased production even beyond that to really meet the current demand and we'll continue to increase it. But neither I have the numerical numbers in front of me nor do we like to share that.
James Eric Bjornholt:
Yes, and it's a mix between our wafer fab and our assembly and test. And assembly and test is cranking out a lot of product today and this is what we utilize.
Steve Sanghi:
Yes, so there are 2 other factors. One is assembly and test, which we have been ramping it all last quarter in the fall because a lot of the inventory we had built during slow time was being held up at the high level. So if the demand came back, we can immediately crank up the back end to start to produce more output. The fab cycle time takes longer to improve the output. So that's one factor. The second factor is, as we mentioned in the last conference call, 40% of our dye production now comes from outside foundries, where we do not produce them internally. And there, we are dealing with foundry lead times and queue times and others. And I don't really have -- under our full control were we can expedite around fab.
Operator:
And we will now go to John Pitzer with Crédit Suisse.
John W. Pitzer - Crédit Suisse AG, Research Division:
Just to follow up on the gross margin line. Steve, given that you guys started to re-ramp, it sounds more aggressively, at beginning June. I would have thought that you would have gotten a better utilization at maybe in the September quarter, not that the absolute number is a bad number at all. I'm just kind of curious. When you look at the revenue mix in the September quarter, is more of it coming from the 40% that's now outsourced and that's why you're not getting the leverage, or can you help me understand the incremental gross margins in September versus June which were very strong?
Steve Sanghi:
Well, we started improving output in -- probably, in the middle of the quarter and we recalled the people a little bit later as the line got filled up. So we got more than probably just a month. Secondly, we got a very large increase. The attrition out of the back end, which we were expediting the entire quarter because the dye was healthy. So this quarter, we don't really get as much incremental out of the back end. Because the back end, we had to fill last time. And you add a little bit more of the fab. So when you average it, I mean that's sort of the result we get.
John W. Pitzer - Crédit Suisse AG, Research Division:
That's helpful. And then, Steve, on the top line. When you look at the strength, both in June and September, if you -- how much of that do you attribute to just the inventory level being a lot leaner than a lot of us recognize versus, perhaps, Microchip gaining share versus, I guess even the third bucket is maybe some revenue synergies that you're starting to get with the SMSC acquisition?
Steve Sanghi:
Well, there are several questions in there, a bunch of moving parts. But I don't really think customers, end customers, usually hold a lot of inventory these days. The inventory really gets all pushed down to ODMs and distributors and eventually, the semiconductor manufacturer. But the end customer inventory was just totally dry up in a slow time because, probably, the lead times are very short. So as of the demand strengthened, the first step we see is the significant increase in the expedite activity and we rush to provide a product to them. And then it's not whole, and it catches on and the customer set can give you longer-term orders because they see lead times going long. So we don't you see as much change in the end customer inventory that they're holding. It's mostly the pipeline that we have. We're getting much better visibility today than we got it in January.
John W. Pitzer - Crédit Suisse AG, Research Division:
Steve, relative to perhaps Microchip gaining share and/or revenue synergies with the recent acquisition?
Steve Sanghi:
So share gains are obvious. You could just kind of do the math. We grew, I think, 3.4% in the March quarter. Add the current quarter growth to that, you're dealing with over 10% growth in just the first 2 quarters and add the one we're guiding to for the September. So from December quarter to September quarter, you will see growth somewhere in the 14%-plus range, cumulatively more than that. So that's a significant growth. Obviously, the markets and economy are not growing that strong. So somehow, a lot of that is growth. A lot of that is new products. A lot of them are exposure to stronger segments and a combination of all those. And there is some part of that, which is the third comment you made, getting some revenue accretion from SMSC. Yes, we've gotten some of that, but that's longer-term. Much of that is still on the design win stage, and we will continue to comment in the year, this year, next year and the year after. But some of it is there.
Operator:
And we will now go to Harsh Kumar with Stephens.
Harsh N. Kumar - Stephens Inc., Research Division:
Steve, I have a couple of questions. Microchip always does very well when coming off of periods in bad markets. You guys always end up taking a bunch of share. This happened in '09. It's happening again. I'm curious what drives that? It's got to be just more than just having a strong balance sheet relative to your competitors. I'm wondering if you could give us some color on that.
Ganesh Moorthy:
During the down cycles, we continued to stay invested in our product roadmaps. We continued to stay invested in our customers and the support that they need to design in with our products and we continued to work on our internal operational efficiencies. And that's what the shared sacrifice approach takes, is we -- keeps our people intact, keeps our systems intact, we get the expense reductions we need, positions us for strength as we come out of these. That's exactly what happened in the '09, '10 time frame and exactly what we're doing here between 2012 and 2013. And in all of that, we're able to outperform people with the investments we've made, as well as with the operational improvements we've made.
Harsh N. Kumar - Stephens Inc., Research Division:
And then second question, as a follow-up. Steve, I think you touched upon this a little bit earlier. Gross margin of, call it, 58% and change, a long-term goal of 60%. What's the biggest factor in getting there?
Steve Sanghi:
The biggest factor in getting there is really getting the production higher. We are not at the peak production from a factory as yet. When we had higher gross margins at -- the peak production from our factory goes higher, more of the product is now running in the outside foundries for various different reasons. We're ramping production inside, but we're not at the peak production yet. So I think that's the biggest factor. And then there are a lot of the second and third effects, a whole bunch of SMSC, probe, assembly and test is driving the Microchip factories, which will continue to have accretive effect in the coming year. There is cost reduction, some conversion to new technologies. But those are a bunch of moving parts that happen in our business all the time. And I think the 2 different changes that are not always normal is number one, getting back to a higher production, and number two, completing some of the longer-term accretion items in the SMSC acquisition. SMSC integration is complete. It's running as one company that's fully intertwined. But some of the longer-term items are transferring some of their assembly and test, pro production to inside longer-term items, which are continuing.
Operator:
And we will now go to Christopher Danely with JPMorgan.
Christopher B. Danely - JP Morgan Chase & Co, Research Division:
Can you just give us a little more color on the lead time situations? I guess, what percentage of product is seeing the increased lead times? What are normal, where have they gone to now and when -- or what it depends on, do you think they'll get their lead times back to normal value?
James Eric Bjornholt:
There's no such thing as a fixed lead time. It's a pretty broad range. There are products in which the lead times are small as 3, 4 weeks or available off-the-shelf in some cases, and others where lead times are going to be north of 12 to 16 weeks, in that range. It's a function of what source they come from, what the inventory position on them is, what the demand picture looks like. We have so many line items that are spread across, that there's not a single lead time thing. We're continuously working on the improvement of the supply to meet our customers' requirements and bring the lead times in. And that's an ongoing challenge. Obviously, for some of it that's inside Microchip, it's an easier approach. We have more control on being able to affect change. For some of the things that are outside, we work with the foundries and do the normal things that people who use outside our fabs do to try and get our fair share.
Steve Sanghi:
I could give you 2 extremes. The shortest lead time is a product we can build in our fabs and we can fully assemble and test it in our factory and ship it. And on a product where there are thousands of customers, hundreds and thousands of customers, a very broad, high-volume product with just lots and lots of customers buying it. Because on that product, we can build it inside plus we can build inventory because it has a broad usage. That will have the shortest lead time and most likely on the shelf. You go to the other extreme, and you take a product that runs at a foundry, gets probe, assembled and tested outside, hasn't been brought it yet either as SMSC product or could be one of our product that runs outside. And if you add on the top of that, especially a product that has a very narrow customer base, 1 or 2 customers buy it, and it doesn't really have a broad-based usage in consumer, industrial communication, PC, a lot of Microchip products, then we cannot build a lot of inventory because the inventory can go obsolete. And some of that product is largely distant -- built on specific customer demand, either on order or understanding with the customers. So that will have the longest lead time. Those 2 are the extremes. And you have -- and that extreme could be 18 weeks. The lowest that is built inside is off-the-shelf. And then, there are products all over the place. That are maybe fab-ed inside, tested outside or fab outside, tested inside, small customer base, large customer base, all over the place. We sell over 100,000 SKUs.
Christopher B. Danely - JP Morgan Chase & Co, Research Division:
And then another, I guess, my follow-up question, is just on cash and cash management. So as you guys have talked about and as you're demonstrating, is that some of the best margins and some of the highest dividend yields in your space. Is it -- probably, you have your cash and growth continues to outpace dividend growth? And you also have a little bit of share count creep over the last several quarters. So I'm just wondering, do you think about having some sort of regular token buyback? Or do you think about maybe increasing the dividend a little more? And then if you could also address why you increased the revolver to, I mean to $2 billion up from $750 million?
James Eric Bjornholt:
Okay. So from a cash basis, obviously, we've been very committed to the dividend program, and that's where our priority is over any share buyback. It's pretty clear in our public documents and how we talk to investors that we have a lot more cash offshore than we have onshore. So we want to be selective on how we use that cash and returning it to shareholders through the dividend program. And so stock buyback is not something that we are considering any time in the near future. We would consider it if the market did something crazy with the stock, that will be something and we have to revisit with the board. So that's primarily where we're focused on. The facility that was put in place in late June with the new revolver. It's essentially an expansion of what we had before. We had a $750 million line of credit before. We've expanded that up to $2 billion. We were borrowing roughly $600 million on that revolver at the end of the quarter, $610 million. And that is essentially dry powder for us for any expansion requirements that we see in U.S. through acquisition or any other strategic mean.
Steve Sanghi:
Can you get also the question on share creep?
James Eric Bjornholt:
Share creep. So yes, the share creep is driven by just ongoing equity programs that we have. But the largest factor there is the convertible debt that we have outstanding and the dilution that comes with that with additional shares outstanding as the stock price increases. And so the stock prices out, obviously, gone up over the last quarter. And what we factored into our guidance here is about $40 average stock price, not knowing where else to peg that for the September quarter.
Operator:
[Operator Instructions] And we will go next to Sumit Dhanda with ISI.
Sumit Dhanda - ISI Group Inc., Research Division:
Yes, a couple of questions, guys. On -- mainly on geographic trends. First one on that, Steve, have you seen anything that suggests that the time of business, especially from a white goods or appliance perspective, are you seeing any slowdown or pertubation[ph], given all the concerns on the economy there? And then, as you look into the September quarter, are there particular geographies you expect to outperform versus the others? Or is it mainly a seasonal pattern as it relates to the individual geographies?
Steve Sanghi:
Well, our China business is very strong. And at the first blush would not jive with the substitute reading. We read the reports on both sides. And things are good and things are slowing down in China, but our results don't speak for that. So either it could be a significant market share gain. It could also be the segments we are in, sectors we are serving. And it could also be that the China market is on the lower end of the bit scale. There isn't as much to apply that 32-bit over there. There's a lot of 8 and 16-bit market. And our product lines are very, very healthy. We're gaining a lot of share in 8 and, 16, we got nearly 1,000 products in those segments. And as other competitors may have miscalculated that transition and have maybe consolidated all their resources on 32-bit and very much supported by analysts' viewpoint, I must say, probably didn't serve them well.
Sumit Dhanda - ISI Group Inc., Research Division:
Got you. And then in terms of the outlook into the September quarter, is there something you expect from a geographic perspective that's different from outside the norm of seasonality?
Steve Sanghi:
No, this is a -- September quarter is usually a weak quarter in Europe. And the normal quarter in U.S. and Asia, and we won't expect anything different. All the sentiment from Europe is that Europe is on demand. I mean Europe was in recession. The business in the [indiscernible] countries is very, very small, especially for our kind of products. Germany is very, very strong and the sentiment is very good in Germany and the reports that we are getting and the activity we are seeing in Europe. Europe is on the mend. In fact, Europe would have a seasonally stronger summer than they historically have relative to the June quarter.
Sumit Dhanda - ISI Group Inc., Research Division:
Okay. And then just one more question, Steve. You mentioned that bringing some of the back end operations for SMSC announced will help the gross margins. Is that fully comprehended in your 60% target? Or do think that could be a source of additional upside to the long-term target?
Steve Sanghi:
That, I choose not to be granular about. There are lots of moving parts in trying to get there. And I want to leave some room there. So I don't really know. Like we have an internal model, but I don't want to share the total parameters of that model.
Operator:
And we will now go to Terence Whalen with Citi.
Terence R. Whalen - Citigroup Inc, Research Division:
Steve, I think you referred to there being some sort of longer-term areas of integration of SMSC that had not yet been realized. With accretion being $0.10 a quarter and the fiscal year target being, I think, $0.40 to $0.45. I want to understand if this longer-term accretion opportunities were factored into that $0.40 to $0.45 accretion for the fiscal year or if you're talking about some opportunities with levels beyond that?
Steve Sanghi:
So some of that is factored into going from $0.10 where we are at, to trying to get to the $0.40 to $0.45 for the year. But especially the sales part of the synergies are beyond that. So we're getting a lot of new designs into automotive and audio and the computing segment with Microchip products next to SMSC products and set top boxes and USB and Ethernet and LAN and other places. And a lot of those are 1 year, 1.5-year design cycles. So that's not all going to be in here this year. Some yes, some not. You're seeing stronger growth, and that stronger growth and market share gains are driven by a lot of our core growth, but are also getting some help from having a broader platform where products can sit next to each other. That will continue for several years. The manufacturing piece that brings accretion, we will not be completed with all the manufacturing transfers inside Microchip by the end of this year, either. Some of that will go into fiscal year 2015.
Terence R. Whalen - Citigroup Inc, Research Division:
Okay, very helpful. My follow-up question is regarding projected utilization. Specifically, if under a scenario, that revenue, let's say, were flat in a seasonably softer December quarter, would that warrant you taking utilization up further in the December quarter from your planned September levels?
Steve Sanghi:
If December quarter is seasonally flat to September quarter, then we, probably would ramp the fab a little bit on some specific leading-edge technologies where the demand is very strong. And those technologies are more complex so they require more steps, but they will not be a meaningful change if the underlying business was flat.
James Eric Bjornholt:
Right. We're projecting inventory to be relatively flat in the current quarter. It's within our model. So I agree with that.
Terence R. Whalen - Citigroup Inc, Research Division:
Okay. Maybe I can ask the question a different way. What's the ramification of now having a higher outsourced model? Are you going to experience lower utilization declines in seasonally weaker periods or is this not going to be necessarily used on a small quarter-to-quarter basis, just in larger cyclical correction?
Steve Sanghi:
Well, so having 40% of our business at foundries, what it gives us, I believe, is if 100% of the business came from inside, when the downturn comes, we have to absorb it all inside, cut production and have a deeper impact. When 40% of the business comes from foundries, it's easier to cut production in foundries without having a negative impact on it because of foundries are observing the utilization essentially. So actually, the model gets better slightly. It has some other negative ramifications. You have less than control and longer lead times and all that. But in a slow time, it helps you to correct the inventory much more rapidly.
Operator:
And we will now go to Kevin Cassidy with Stifel.
Dean Grumlose - Stifel, Nicolaus & Co., Inc., Research Division:
This is Dean Grumlose calling in for Kevin. In the 32-bit controller market, there appears to be a wider variety of architectures and approaches, like multi-core processors and more complex schemes. Could you provide your view on the extent to which 32-bit market may be different? Or do you think these type of complex schemes really are not relevant in that space?
Ganesh Moorthy:
32-bit market is a large market. There are lots of opportunities for Microchip as we push into a broader range of 32-bit products. I don't want to comment on any specific architectural or other improvements we are heading towards. But clearly, we're aware and paying attention to the customers and markets that we either serve or plan to serve, and have a roadmap consistent with being able to push the different parameters, performance, features, costs and otherwise, in the 32-bit market.
Dean Grumlose - Stifel, Nicolaus & Co., Inc., Research Division:
As a follow-up on a different tactic, can you please provide us with an update on your onshore, offshore cash position?
James Eric Bjornholt:
Sure. So our onshore cash is somewhere between $50 million and $100 million. We obviously have our credit facility that we can tap into and it -- the less of the credit facility that we're using in the U.S., the lower our costs are. So we manage that as well as we can. But the vast majority of our cash is offshore. That's driven by the acquisitions that we've done that have been U.S.-sourced, taking up U.S. cash, and 80% of our business being offshore. So we've got a lot of the profits that earned offshore.
Operator:
And we'll take our next question from Ray Rund with Shaker Investments.
Raymond Joseph Rund - Shaker Investments, L.L.C.:
I was wondering, as you've mentioned, you've already got 40% of your business in foundries. And as you evolve towards more complex products, such as the 32-bit as that becomes a greater percentage of your run rate, have you given any thought to your process technology roadmap there? Are you considering increasing your capabilities so you might be able to maintain your foundry reliance at 40%? Or do you see this going up over time?
Steve Sanghi:
Well, the reliance on the foundries has largely been driven by acquisition. The internal shift has been a smaller and slower portion of it because while in some advanced technologies and 32-bit and others, we have gone out, but we've also advanced the state of the technology inside, where some of the products that we're built outside several years ago are now built inside. So we have more ability to keep picking from it and keep that mix more reasonably stable. What has driven this number is really adding $400 million type of business at SMSC, which is all driven outside. And prior to that, the SST acquisition, where 100% of business was outside, plus some of the small transactions we have done, roaming networks in the networking area and other number of small transaction we have done in the last few years. That has been the primary reason why they're outside. When you don't have your own fab, you have the tendency to just go down and move slow and find the smallest technology you can find. And sometimes, it's not the best technology, but that's what fabless companies tend to do.
Operator:
And it appears, there are no further questions at this time. Mr. Sanghi, I would like to turn the conference back to you for any additional or closing remarks.
Steve Sanghi:
Okay. We want to thank everyone for attending this conference call. Microchip management and myself and Eric Bjornholt will be at Citibank conference in early September.
James Eric Bjornholt:
Yes, also be at the Jefferies conference in August.
Steve Sanghi:
Jefferies conference in August. So we'll see some of you at those conferences. Thank you. Bye-bye.
Operator:
Ladies and gentlemen, this concludes today's conference. We thank you for your participation.