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Acquicor Technology Inc. and Jazz Semiconductor, Inc. Announce Jazz's Third Quarter Results.


NEWPORT BEACH Newport Beach, residential and resort city (1990 pop. 66,643), Orange co., S Calif., on Newport Bay and the Pacific Ocean; inc. 1906. It is a popular seaside resort and yachting center. Manufactures include electrical and medical equipment, computers, boats, and adhesives. , Calif. -- Acquicor Technology Acquicor Technology Inc is a company jointly founded by Gil Amelio, Steve Wozniak and Ellen Hancock, all of whom have worked for Apple Computer. Acquicor is a "blank check" company that will not make or sell any products, but rather seeks acquisitions in the technology sector.  Inc. (AMEX AMEX

See: American Stock Exchange
:AQR AQR Association for Qualitative Research (UK)
AQR Airline Quality Rating
AQR AnĂ lisi Quantitativa Regional
AQR Assured Quality Routing (iBasis)
AQR Applied Quantitative Research
) and privately held Jazz Semiconductor Jazz Semiconductor is a US based pure-play semiconductor wafer foundry that serves customers targeting wireless, optical networking, power management, storage, aerospace/defense and other high-performance applications. , Inc., an independent semiconductor foundry focused on specialty process technologies for the manufacture of analog and mixed-signal semiconductor devices, today jointly announced the financial results of Jazz Semiconductor, Inc. for the third quarter of fiscal 2006, which ended September 29, 2006.

Acquicor Technology Inc. and privately held Jazz Semiconductor, Inc. previously announced that, on September 26, 2006, they entered into a merger agreement under which Jazz Semiconductor will merge with a wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
 of Acquicor in an all-cash transaction valued at $260 million, subject to adjustment based on Jazz Semiconductor's working capital and for possible future contingent payments.

Revenues and Profitability

For the first nine months of 2006, Jazz Semiconductor's unaudited adjusted non-GAAP revenue and adjusted non-GAAP EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become  (as defined below) were $173.9 million and $22.5 million, respectively.

Jazz Semiconductor's adjusted non-GAAP revenue and adjusted non-GAAP EBITDA exclude a non-recurring, non-cash charge Non-Cash Charge

A charge off, made by a company against earnings, that does not require an initial outlay of cash.

Notes:
Non-cash charges are typically against the depreciation, amortization, and depletion accounts on a company's balance sheet.
 associated with the termination of a related party agreement that resulted in a decrease in revenue of $17.5 million and a decrease in cost of revenues of $1.2 million in the first nine months of 2006. This resulted in a non-recurring, net non-cash charge to operating loss operating loss

The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income.
 and net loss of $16.3 million.

Jazz Semiconductor reported revenue in accordance with generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.

Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting
 (GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
) for the first nine months of 2006 of $156.4 million (including the net non-recurring, non-cash charge of $17.5 million associated with the termination of a related party agreement discussed above). Jazz Semiconductor also reported an unaudited operating loss and unaudited net loss for the first nine months of 2006 in accordance with GAAP of $15.9 million (also including the net non-cash charge of $16.3 million associated with the termination of a related party agreement discussed above). Unaudited depreciation and amortization expense for the first nine months of 2006 was $17.3 million.

The unaudited operating loss of $15.9 million includes stock compensation expense, management fees to The Carlyle Group The of this article or section may be compromised by "weasel words".
You can help Wikipedia by removing weasel words.

The Carlyle Group is a Washington, D.C.
 and Conexant that will be discontinued upon closing of the merger, non-cash income associated with a legacy stock appreciation rights plan (SARS) that will be fully concluded at the end of December 2006, research and development expenses resulting from Jazz Semiconductor's purchase of technology from Polar Fab in December 2005 that are also expected to be incurred through December 2006 and expenses related to Jazz's abandoned initial public offering and pending merger with Acquicor. These charges totaled approximately $4.9 million in the aggregate.

Adjusted EBITDA is defined as operating loss, plus depreciation and amortization, plus the net one-time charge of $16.3 million and the $4.9 million in other charges described above. The following table reflects a reconciliation of operating loss to EBITDA and adjusted EBITDA:
($ in Thousands)                    Nine months ended
                                    September 29, 2006
                                    (unaudited)

Operating Loss                                          ($15,901)
Depreciation and Amortization                           $17,256
One-Time Related Party Charge, net                      $16,300
Other charges (a)                                       $4,855
Adjusted EBITDA                                         $22,510


(a) Other charges include: R&D expense related to the purchase of technology from Polar Fab, management fees, stock compensation expense, and income associated with legacy Stock Appreciation Rights and related warrants, and IPO (Initial Public Offering) The first time a company offers shares of stock to the public. While not a computer term per se, many founders, employees and insiders of computer companies have found this acronym more exciting than any tech term they ever heard.  and merger expense write-off and other non-operating income.

Jazz Semiconductor's unaudited financial information included in this press release was prepared as a private company, and the adjusted revenue and adjusted EBITDA amounts and related calculations included in this press release may not be in accordance with U.S. GAAP and may not be in compliance with Regulation S-X S-X Sex  and/or Regulation G.

About Jazz Semiconductor

Jazz Semiconductor is an independent wafer foundry primarily focused on specialty CMOS (Complementary Metal Oxide Semiconductor) Pronounced "c-moss." The most widely used integrated circuit design. It is found in almost every electronic product from handheld devices to mainframes.  process technologies, including High Voltage The term high voltage characterizes electrical circuits, in which the voltage used is the cause of particular safety concerns and insulation requirements. High voltage is used in electrical power distribution, in cathode ray tubes, to generate X-rays and particle beams, to  CMOS, SiGe BiCMOS and RFCMOS for the manufacture of highly integrated analog and mixed-signal semiconductor devices. The company's specialty process technologies are designed for customers who seek to produce analog and mixed-signal semiconductor devices that are smaller and more highly integrated, power-efficient, feature-rich and cost-effective than those produced using standard process technologies. Jazz Semiconductor's customers target the wireless and high-speed wireline communications, consumer electronics, automotive and industrial end markets. Jazz Semiconductor's executive offices and its U.S. wafer fabrication Wafer Fabrication is a procedure composed of many repeated sequential processes to produce complete electrical or photonic circuits. Examples include production of radio frequency (RF) amplifiers, LEDs, optical computer components, and CPUs for computers.  facilities are located in Newport Beach, CA. For more information, please visit http://www.jazzsemi.com

About Acquicor

Acquicor (AMEX:AQR) is a company formed by Gilbert F. Amelio, Ph.D., Ellen M. Hancock and Steve Wozniak (person) Steve Wozniak - Co-founder of Apple Computer with Steve Jobs on 01 April 1976 and the inventor of the Apple II personal computer.  for the purpose of acquiring, through a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination, one or more domestic and/or foreign operating businesses in the technology, multimedia and networking sectors. Acquicor raised gross proceeds of $172.5 million through its March 2006 initial public offering, and $164.3 million was placed in the trust account pending the completion of a business combination. Since the offering Acquicor has dedicated its resources to seeking and evaluating business combination opportunities. For more information, please visit http://www.acquicor.com.

Forward-looking Statements

This press release, and other statements Acquicor or Jazz Semiconductor may make, including statements about the benefits of the proposed merger, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995, with respect to Acquicor's and Jazz Semiconductor's future financial or business performance, strategies and expectations. Forward-looking statements are typically identified by words or phrases such as "trend," "potential," "opportunity," "pipeline," "believe," "expect," "anticipate," "intention," "estimate," "position," "assume," "outlook," "continue," "remain," "maintain," "sustain," "seek," "achieve," and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "may" and similar expressions.

Forward-looking statements are based largely on expectations and projections about future events and future trends and are subject to numerous assumptions, risks and uncertainties, which change over time. Acquicor's or Jazz Semiconductor's actual results could differ materially from those anticipated in forward-looking statements and you should not place any undue reliance on such forward looking statements. Factors that could cause actual performance to differ from these forward-looking statements include the risks and uncertainties disclosed in Acquicor's and Jazz Semiconductor's filings with the SEC. Acquicor's and Jazz Semiconductor's filings with the SEC are accessible on the SEC's website at http://www.sec.gov. Forward-looking statements speak only as of the date they are made. In particular, the anticipated timing and benefits of the consummation of the merger is uncertain and could be affected by many factors, including, without limitation, the following: (1) the scope and timing of SEC and other regulatory agency regulatory agency

Independent government commission charged by the legislature with setting and enforcing standards for specific industries in the private sector. The concept was invented by the U.S.
 review, (2) Jazz Semiconductor's future financial performance and (3) general economic and financial market conditions.

Additional Information and Where to Find It

In connection with the proposed merger and required stockholder approval, Acquicor has filed with the SEC a preliminary proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 on schedule 14A. Acquicor intends to file with the SEC a definitive proxy statement which will be mailed to the stockholders of Acquicor. INVESTORS AND SECURITY HOLDERS OF ACQUICOR ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The definitive proxy statement will be mailed to the stockholders as of a record date to be established for voting on the proposed merger. Investors and security holders will be able to obtain free copies of the proxy statement, as well as other filed materials containing information about Acquicor, at www.sec.gov, the SEC's website. Investors may also access the proxy statement and the other materials at www.acquicor.com, or obtain copies of such material by request to Acquicor's Corporate Secretary at: Acquicor Technology Inc., 4910 Birch Street Birch Street may refer to:
  • 51 Birch Street, the 2005 documentary by Doug Block
  • Maryland Route 173
, #102, Newport Beach, CA 92660.

Acquicor and its officers and directors may be deemed to be participants in the solicitation of proxies from Acquicor's stockholders in favor of the adoption of the merger agreement and the approval of the merger. Information concerning Acquicor's directors and executive officers is set forth in the publicly filed documents of Acquicor. Acquicor stockholders may obtain more detailed information regarding the direct and indirect interests of Acquicor and its directors and executive officers in the merger by reading the preliminary proxy statement and the definitive proxy statement, once it is filed with the SEC.

ThinkEquity Partners LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, CRT (1) (C RunTime) See runtime library.

(2) (Cathode Ray Tube) A vacuum tube used as a display screen in a computer monitor or TV. The viewing end of the tube is coated with phosphors, which emit light when struck by electrons.
 Capital Group LLC, Wedbush Morgan Securities, GunnAllen Financial, Inc., the underwriters in Acquicor's initial public offering, and Paul A. Pittman, a consultant to Acquicor and formerly a partner of ThinkEquity Partners LLC, may be deemed to be participants in the solicitation of proxies from Acquicor's stockholders in favor of the adoption of the merger agreement and the approval of the merger. Acquicor stockholders may obtain information concerning the direct and indirect interests of such parties in the merger by reading the preliminary proxy statement and the definitive proxy statement, once it is filed with the SEC.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Nov 16, 2006
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