UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
_______________________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): October 23, 2014


MICREL, INCORPORATED
(Exact name of Registrant as specified in its charter)

California
94-2526744
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
 

2180 Fortune Drive, San Jose, CA       95131
(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code: (408) 944-0800


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





INFORMATION TO BE INCLUDED IN REPORT


Item 2.02. Results of Operations and Financial Condition

On October 23, 2014, Micrel, Incorporated (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2014. A copy of the press release is furnished as Exhibit 99.1 to this report. Such information shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

The Company’s press release contains non-GAAP financial measures. Pursuant to the requirements of Regulation G and Item 10(e)(1)(i) of Regulation S-K, the Company has provided reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures included in the press release.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press release, dated October 23, 2014, issued by Micrel, Incorporated.







SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


MICREL, INCORPORATED
(the Registrant)

By:
/s/ ROBERT E. DEBARR
 
Robert E. DeBarr
 
Chief Financial Officer and Vice President of Finance and Human Resources
 
(Principal Financial and Accounting Officer)


Dated: October 23, 2014







INDEX TO EXHIBITS
 
 
 
 
Exhibit No.
  
Description of Exhibit
 
 
99.1
  
Press release, dated October 23, 2014, issued by Micrel, Incorporated.






Exhibit 99.1

Contact: Bob DeBarr
Micrel, Incorporated                    
2180 Fortune Drive
San Jose, CA 95131
Phone: (408) 944-0800

Press Release
MICREL REPORTS 2014 THIRD QUARTER
FINANCIAL RESULTS

Revenues of $67.5 million, compared to $62.3 million for the second quarter of 2014
-Revenues of $62.4 million without a one-time revenue conversion of $5.1 million
GAAP net income of $4.7 million, or $0.08 per diluted share, compared to $3.5 million, or $0.06 per diluted share for the second quarter of 2014
-Net income of $0.04 per diluted share without the one-time revenue conversion
Non-GAAP net income of $4.2 million, or $0.07 per diluted share, compared to $5.0 million, or $0.09 per diluted share for the second quarter of 2014
Gross margin of 51.0%, compared to 52.6% for the second quarter of 2014
-Gross margin of 49.5% without the one-time revenue conversion
Repurchased 0.6 million shares of Micrel common stock for a total of $7.5 million for the quarter
Declared quarterly dividend of $0.05 per share

San Jose, CA, October 23, 2014 - Micrel, Incorporated (Nasdaq: MCRL), a leading global manufacturer of IC solutions for the worldwide high performance linear and power, LAN and timing and communications markets, today announced financial results for the quarter ended September 30, 2014.
Revenues for the third quarter of 2014 were $67.5 million, a $5.2 million or 8.2% increase, compared to $62.3 million for the second quarter of 2014. Compared to the third quarter of 2013, revenues were $9.3 million, or 16% higher. During the third quarter of 2014, the Company converted certain distributors to a sell-in revenue recognition model following changes to the terms of Micrel distribution agreements. Revenues for the third quarter of 2014 included a one-time increase of $5.1 million, which represented the amount of inventory at these distributors on June 30, 2014. This one-time increase in revenues and related income is excluded from non-GAAP results, as explained below under “Non-GAAP Reporting.”



Micrel Reports 2014 Third Quarter Financial Results
October 23, 2014


GAAP net income was $4.7 million, or $0.08 per diluted share, for the third quarter of 2014, compared to net income of $3.5 million, or $0.06 per diluted share, for the second quarter of 2014, and net income of $4.0 million, or $0.07 per diluted share, for the third quarter of 2013. Net income was $0.04 per diluted share without the one-time revenue conversion. During the third quarter of 2014, the Company recorded restructuring charges of $0.5 million related to employee severances.
Non-GAAP net income was $4.2 million, or $0.07 per diluted share, for the third quarter of 2014, compared to non-GAAP net income of $5.0 million, or $0.09 per diluted share, for the second quarter of 2014, and non-GAAP net income of $5.4 million, or $0.09 per diluted share, for the third quarter of 2013. A reconciliation of the GAAP net income to non-GAAP net income is provided in the financial tables at the end of this press release. Non-GAAP net income and non-GAAP earnings per diluted share exclude the impact of revenues and the related cost of revenues from the conversion of distributors to a sell-in revenue recognition model as well as share-based compensation, restructuring charges and amortization of acquisition-related intangible assets with the related income tax effects. Beginning in the first quarter of 2014, the Company changed the presentation of non-GAAP net income from that previously reported to exclude the impact of the amortization of acquisition-related intangible assets and the related tax effect. The non-GAAP net income for the third quarter of 2013 and for the first nine months of 2013 have been revised from previously reported amounts to exclude the impact of the amortization of acquisition-related intangible assets and the related tax effect to conform with the current period presentation.
Commenting on the third quarter 2014 results, Micrel’s President and CEO Ray Zinn said, “Excluding one-time distributor conversion revenue, Micrel benefited from sequential quarter growth of timing and communications and LAN solutions product sales. Gross margin declined to 51.0% from 52.6% in the previous quarter due to a shift in the product mix, price erosion, and utilization. Gross margin was 49.5% without the one-time revenue conversion. In addition, we remain focused on increasing shareholder value through our stock repurchase program and quarterly dividend payments. During the first nine months of 2014, Micrel spent $13.4 million to repurchase approximately 1.2 million shares of common stock, and maintained its quarterly dividend.” 



Micrel Reports 2014 Third Quarter Financial Results
October 23, 2014


Outlook
Mr. Zinn continued, “Consistent with the rest of the industry, Micrel saw bookings soften in the third quarter as the global economy remained lackluster. Looking ahead, without the benefit of any significant economic momentum, we believe that the demand for semiconductors in the fourth quarter of 2014 will follow the typical seasonal pattern of flat to down from the third quarter. Based on this, we expect fourth quarter revenue for Micrel to be in the range of $60.5 million to $58.7 million or down 3% to down 6% from the base business of $62.4 million, which does not include the one-time conversion of some of the distributors.  Ultimately, we remain optimistic for Micrel, going forward, due to the number of world class products that are being introduced and the traction that they are receiving.”
Dividend
The Company announced today that Micrel’s Board of Directors has authorized a quarterly cash dividend of $0.05 per share of common stock. The payment of this dividend will be made on November 20, 2014 to shareholders of record as of November 6, 2014.
Share Repurchase Plan
In the third quarter of 2014, the Company repurchased 0.6 million shares for a total of $7.5 million at an average price of $12.04 per share. On August 20, 2014, the Company announced its Board of Directors authorized the repurchase of an additional $25.0 million of the Company's common stock. This most recent authorization is in addition to the approximately $17.7 million of the Board of Directors’ previous authorization remaining as of August 19, 2014. On September 30, 2014, Micrel had approximately $37.4 million remaining under its repurchase authorization. Stock repurchases may occur from time to time in the open market or in privately negotiated transactions; provided that the repurchases are made in accordance with the terms of Rule 10b-18 under the Securities Exchange Act of 1934, as amended.  The timing and amount of any repurchase of shares will be determined by the Company’s management, based on its evaluation of market conditions, cash on hand and other factors.  The authorization will stay in effect until the aggregate authorized amount is expended or the authorization is modified by the Board of Directors.
Conference Call
The Company will host a conference call today, October 23, 2014, at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time). President and Chief Executive Officer, Raymond Zinn, and Chief Financial Officer, Bob DeBarr, will present an overview of the 2014 third quarter financial results; discuss current business conditions and then respond to questions.



Micrel Reports 2014 Third Quarter Financial Results
October 23, 2014


The call is available, live, to any interested party, on a listen-only basis, by dialing (877) 407-0789. For international callers, please dial (201) 689-8562. A live webcast will also be available on the ‘Investors’ section of Micrel’s website at: www.micrel.com. An audio replay of the conference call will be available for all interested parties through October 30, 2014, by dialing (877) 870-5176 and entering the participant code 13591867. For international callers, please dial (858) 384-5517 and enter participant code 13591867. The webcast replay will also be available on the Company’s website.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This press release includes statements that qualify as forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements about the following topics: future financial results, including revenues, customer demand and inventories, order lead times, backlog, turns-fill requirements, net income, earnings per share, gross margin, average selling prices, the effect of cost-control efforts, use of free cash flow, stock buyback and dividend programs, supply chain constraints, channel inventory levels and trends, capacity utilization, development of new products, design wins and customer order patterns, and the nature and extent of macro-economic and industry trends. Forward-looking statements are subject to certain risks and uncertainties that could cause the actual results to differ materially. Those risks and uncertainties include, but are not limited to, such factors as: softness in demand for Micrel products; customer decisions to cancel, reschedule, or delay orders for Micrel's products; the effect that lead times and channel inventories have on the demand for Micrel's products; distributor acceptance of changing contract terms; economic or financial difficulties experienced by Micrel customers; the effect of business conditions in the computing, wireless, telecommunications and industrial markets; the impact of any previous or future acquisitions; challenges involving integration of acquired businesses and utilization of acquired technology, market adoption, revenue growth and margins of acquired products; changes in demand for the Company’s products; the impact of competitive products and pricing and alternative technological advances; the accuracy of estimates used to prepare the Company’s financial statements and forecasts; the global economic situation; the ability of the Company’s vendors and subcontractors to supply or manufacture the Company’s products in a timely manner; the timely and successful development and market acceptance of new products and upgrades to existing products; softness in the economy and the U.S. stock markets as a whole; fluctuations in the market price of Micrel’s common stock and other market conditions; the difficulty of predicting Micrel's future cash needs; the nature of other investment opportunities available to the Company from time to time; Micrel’s operating cash flow, and economic and industry projections. For further discussion of these risks and uncertainties, please refer to the documents the Company files with the SEC from time to time, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. All forward-looking statements are made as of today, and the Company disclaims any duty to update such statements.



Micrel Reports 2014 Third Quarter Financial Results
October 23, 2014


Non-GAAP Reporting
The Company presents non-GAAP financial measures because the Company believes it is helpful information for investors and financial analysts in their analysis of historical results and projections of the Company's future operating results. Non-GAAP net income and non-GAAP earnings per diluted share exclude the impact of revenues and the related cost of revenues from the conversion of certain distributors to a sell-in revenue recognition model, share-based compensation, restructuring charges and amortization of acquisition-related intangible assets with the related income tax effects. Non-GAAP results without the one-time adjustment exclude the impact of revenues and the related cost of revenues from the conversion of distributors to a sell-in revenue recognition model with the related income tax effects. The Company believes this provides a better comparison of results in the current period to those in prior periods as well as provides information regarding the Company’s on-going operating performance after exclusion of these items. The Company has reconciled such non-GAAP financial measures to the most directly comparable GAAP financial measures in the financial tables at the end of this press release.
References to these non-GAAP financial measures should be considered in addition to results that are prepared under current accounting standards, but should not be considered a substitute for results that are presented in accordance with GAAP. The Company's non-GAAP financial measures may differ from non-GAAP financial measures provided by other companies.

About Micrel
Micrel, Inc. is a leading global manufacturer of IC solutions for the worldwide high-performance linear and power, LAN and timing and communications markets.  The Company's products include advanced mixed-signal, analog and power semiconductors; high performance communication, clock management, MEMs-based clock oscillators and crystal-less clock generators, Ethernet switch and physical layer transceiver ICs.  Company customers include leading manufacturers of enterprise, consumer, industrial, mobile, telecommunications, automotive, and computer products.  Corporation headquarters and state-of-the-art wafer fabrication facilities are located in San Jose, CA, with regional sales and support offices and advanced technology design centers situated throughout the Americas, Europe and Asia.  In addition, the Company maintains an extensive network of distributors and reps worldwide.  Web: www.micrel.com.
-Financial Tables to Follow-




Micrel Reports 2014 Third Quarter Financial Results
October 23, 2014



MICREL, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share amounts)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
June 30,
 
September 30,
 
September 30,
 
September 30,
 
2014
 
2014
 
2013
 
2014
 
2013
Net revenues
$
67,480

 
$
62,339

 
$
58,169

 
$
189,676

 
$
177,073

Cost of revenues *
33,072

 
29,548

 
28,698

 
91,258

 
85,440

Gross profit
34,408

 
32,791

 
29,471

 
98,418

 
91,633

Gross profit %
51.0
%
 
52.6
%
 
50.7
%
 
51.9
%
 
51.7
%
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
Research and development *
16,013

 
15,436

 
14,055

 
46,930

 
41,327

Selling, general and administrative *
12,218

 
11,976

 
11,184

 
36,630

 
34,478

Restructuring charges
484

 

 

 
484

 

Total operating expenses
28,715

 
27,412

 
25,239

 
84,044

 
75,805

Income from operations
5,693

 
5,379

 
4,232

 
14,374

 
15,828

Interest and other (expense) income:
 
 
 
 
 
 
 
 
 
Interest income
80

 
92

 
121

 
275

 
373

Other expense
(120
)
 
(8
)
 
(87
)
 
(200
)
 
(230
)
Interest and other (expense) income, net
(40
)
 
84

 
34

 
75

 
143

Income before provision for income taxes
5,653

 
5,463

 
4,266

 
14,449

 
15,971

Provision for income taxes
978

 
1,934

 
262

 
3,956

 
1,687

Net income
$
4,675

 
$
3,529

 
$
4,004


$
10,493


$
14,284

 
 
 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
 
 
Basic
$
0.08

 
$
0.06

 
$
0.07

 
$
0.19

 
$
0.25

Diluted
$
0.08

 
$
0.06

 
$
0.07

 
$
0.18

 
$
0.24

 
 
 
 
 
 
 
 
 
 
Shares used in computing per share amounts:
 
 
 
 
 
 
 
 
 
Basic
56,642

 
56,537

 
57,752

 
56,514

 
58,107

Diluted
57,708

 
57,448

 
58,440

 
57,463

 
58,826

 
 
 
 
 
 
 
 
 
 
* Share-based compensation expense included in:
 
 
 
 
 
 
 
 
 
Cost of revenues
$
271

 
$
243

 
$
270

 
$
748

 
$
784

Research and development
874

 
833

 
704

 
2,397

 
2,008

Selling, general and administrative
864

 
873

 
789

 
2,535

 
2,284

 
$
2,009

 
$
1,949

 
$
1,763

 
$
5,680

 
$
5,076





Micrel Reports 2014 Third Quarter Financial Results
October 23, 2014


MICREL, INCORPORATED
SUPPLEMENTAL RECONCILIATIONS OF GAAP TO NON-GAAP RESULTS
(In thousands, except share amounts)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
June 30,
 
September 30,
 
September 30,
 
September 30,
 
2014
 
2014
 
2013
 
2014
 
2013
Net revenues
$
67,480

 
$
62,339

 
$
58,169

 
$
189,676

 
$
177,073

Revenues from conversion of distributors to sell-in revenue recognition model
(5,064
)
 

 

 
(5,064
)
 

Net revenues without one-time adjustment
$
62,416

 
$
62,339

 
$
58,169

 
$
184,612

 
$
177,073

 
 
 
 
 
 
 
 
 
 
Cost of revenues
$
33,072

 
$
29,548

 
$
28,698

 
$
91,258

 
$
85,440

Cost of revenues from conversion of distributors to sell-in revenue recognition model
(1,566
)
 

 

 
(1,566
)
 

Cost of revenues without one-time adjustment
$
31,506

 
$
29,548

 
$
28,698

 
$
89,692

 
$
85,440

 
 
 
 
 
 
 
 
 
 
Gross profit
$
34,408

 
$
32,791

 
$
29,471

 
$
98,418

 
$
91,633

Revenues from conversion of distributors to sell-in revenue recognition model
(5,064
)
 

 

 
(5,064
)
 

Cost of revenues from conversion of distributors to sell-in revenue recognition model
1,566

 

 

 
1,566

 

Gross profit without one-time adjustment
$
30,910

 
$
32,791

 
$
29,471

 
$
94,920

 
$
91,633

Gross profit % without one-time adjustment
49.5
%
 
52.6
%
 
50.7
%
 
51.4
%
 
51.7
%
 
 
 
 
 
 
 
 
 
 
Net income
$
4,675

 
$
3,529

 
$
4,004

 
$
10,493

 
$
14,284

Revenues from conversion of distributors to sell-in revenue recognition model
(5,064
)
 

 

 
(5,064
)
 

Cost of revenues from conversion of distributors to sell-in revenue recognition model
1,566

 

 

 
1,566

 

Tax effect of one-time adjustments
1,088

 

 

 
1,088

 

Net income without one-time adjustment
$
2,265

 
$
3,529

 
$
4,004

 
$
8,083

 
$
14,284

 
 
 
 
 
 
 
 
 
 
Net income per share - diluted
$
0.08

 
$
0.06

 
$
0.07

 
$
0.18

 
$
0.24

Total adjustments to net income
(0.04
)
 

 

 
(0.04
)
 

Net income per share without one-time adjustment - diluted
$
0.04

 
$
0.06

 
$
0.07

 
$
0.14

 
$
0.24

 
 
 
 
 
 
 
 
 
 
Shares used in computing net income per share:
 
 
 
 
 
 
 
 
 
Basic
56,642

 
56,537

 
57,752

 
56,514

 
58,107

Diluted
57,708

 
57,448

 
58,440

 
57,463

 
58,826

Reconciliation To Full Non-GAAP Results:
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
June 30,
 
September 30,
 
September 30,
 
September 30,
 
 
2014
 
2014
 
2013
 
2014
 
2013
 
GAAP net income
$
4,675

 
$
3,529

 
$
4,004

 
$
10,493

 
$
14,284

 
Revenues from conversion of distributors to sell-in revenue recognition model
(5,064
)
 

 

 
(5,064
)
 

 
Cost of revenues from conversion of distributors to sell-in revenue recognition model
1,566

 

 

 
1,566

 

 
Share-based compensation included in:
 
 
 
 
 
 
 
 
 
 
Cost of revenues
271

 
243

 
270

 
748

 
784

 
Research and development
874

 
833

 
704

 
2,397

 
2,008

 
Selling, general and administrative
864

 
873

 
789

 
2,535

 
2,284

 
Restructuring charges
484

 

 

 
484

 

 
Amortization of acquisition-related intangible assets
301

 
305

 
307

 
1,032

 
856

 
Tax effect of adjustments to GAAP net income
219

 
(783
)
 
(704
)
 
(1,272
)
 
(1,989
)
 
Non-GAAP net income*
$
4,190

 
$
5,000

 
$
5,370

 
$
12,919

 
$
18,227

 
 
 
 
 
 
 
 
 
 
 
 
GAAP net income per share - diluted
$
0.08

 
$
0.06

 
$
0.07

 
$
0.18

 
$
0.24

 
Total adjustments to GAAP net income
(0.01
)
 
0.03

 
0.02

 
0.04

 
0.07

 
Non-GAAP net income per share - diluted
$
0.07

 
$
0.09

 
$
0.09

 
$
0.22

 
$
0.31

 
 
 
 
 
 
 
 
 
 
 
 
Shares used in computing non-GAAP net income per share:
 
 
 
 
 
 
 
Basic
56,642

 
56,537

 
57,752

 
56,514

 
58,107

 
Diluted
57,708

 
57,448

 
58,440

 
57,463

 
58,826

 
* Non-GAAP net income was reached by excluding revenues and the related cost of revenues from the conversion of distributors to sell-in revenue recognition model, share-based compensation expense, restructuring charges and amortization of acquisition-related intangible assets with related income tax effects. Non-GAAP results were presented to supplement our GAAP consolidated financial statements to allow a better comparison of results in the current period to those in prior periods and to provide meaningful insight to the Company’s on-going operating performance after exclusion of these items.
 
 
 



Micrel Reports 2014 Third Quarter Financial Results
October 23, 2014


MICREL, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(Unaudited)
 
 
 
 
 
September 30,
2014
 
December 31,
2013
ASSETS
 
 
 
 
 
 
 
CURRENT ASSETS:
 
 
 
Cash, cash equivalents and short-term investments
$
100,720

 
$
88,593

Restricted cash
133

 
1,116

Accounts receivable, net
29,058

 
29,437

Inventories
41,967

 
43,201

Prepaid taxes
4,018

 
4,513

Prepaid expenses and other
1,580

 
2,698

Deferred income taxes
22,794

 
21,662

Total current assets
200,270

 
191,220

 
 
 
 
LONG-TERM INVESTMENTS
1,683

 
4,195

PROPERTY, PLANT AND EQUIPMENT, NET
58,225

 
57,779

LONG-TERM PREPAID TAXES
1,711

 

DEFERRED INCOME TAXES
2,322

 
1,581

GOODWILL
8,655

 
8,554

INTANGIBLE ASSETS, NET
10,159

 
11,749

OTHER ASSETS
1,628

 
1,046

TOTAL
$
284,653

 
$
276,124

 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
17,774

 
$
13,502

Deferred income on shipments to distributors
26,365

 
27,026

Accrued liabilities
15,020

 
12,874

Total current liabilities
59,159

 
53,402

 
 
 
 
LONG-TERM INCOME TAXES PAYABLE
2,982

 
3,575

LONG-TERM DEFERRED INCOME TAXES
745

 
973

OTHER LONG-TERM LIABILITIES
168

 
201

 
 
 
 
SHAREHOLDERS' EQUITY
 
 
 
TOTAL SHAREHOLDERS' EQUITY
221,599

 
217,973

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
284,653

 
$
276,124