-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OoY4pNPrgZyY12afLCLxVBzK3653uGX+H6U9PJM1JzyXvcy+1fyicarj2cW7OhRN zMJtnNsEhDPAlzBUxAqqjw== 0000891092-03-002843.txt : 20031021 0000891092-03-002843.hdr.sgml : 20031021 20031021161616 ACCESSION NUMBER: 0000891092-03-002843 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031021 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERICOM SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0001001426 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770254621 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27026 FILM NUMBER: 03949980 BUSINESS ADDRESS: STREET 1: 2380 BERING DR CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084350800 MAIL ADDRESS: STREET 1: 2380 BERING DR CITY: SAN JOSE STATE: CA ZIP: 95131 8-K 1 e15940_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 21, 2003 PERICOM SEMICONDUCTOR CORPORATION (Exact Name of Registrant as Specified in its Charter) California (State or Other Jurisdiction of Incorporation) 0-27026 77-0254621 (Commission File Number) (I.R.S. Employer Identification No.) 2380 Bering Drive, San Jose, California 95131 (Address of Principal Executive Offices) (Zip Code) (408) 435-0800 (Registrant's Telephone Number, Including Area Code) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. The exhibit listed below is being furnished with this Form 8-K. Exhibit Number Description - ------ ----------- 99.1 Press Release issued by Pericom Semiconductor Corporation dated October 21, 2003. Item 12. Results of Operations and Financial Condition. On October 21, 2003, Pericom Semiconductor Corporation issued a press release announcing earnings results for the fiscal first quarter ended September 27, 2003. A copy of the press release is attached as Exhibit 99.1. The information in this current report on Form 8-K is furnished pursuant to Item 12 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. SIGNATURES 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. PERICOM SEMICONDUCTOR CORPORATION By: /s/ Michael D. Craighead ----------------------------- Michael D. Craighead Chief Financial Officer Date: October 21, 2003 2 EX-99.1 3 e15940ex99_1.txt PRESS RELEASE Pericom Semiconductor Reports Fiscal First Quarter Results SAN JOSE, Calif., Oct. 21 /PRNewswire-FirstCall/ -- Pericom Semiconductor Corporation (Nasdaq: PSEM) today announced results for its fiscal first quarter ended September 30, 2003. Net revenues for the first quarter were $11,072,000, down 3.8% from $11,506,000 in the previous quarter and up 2.3% from $10,828,000 in the comparable period last year. Net loss for the quarter was $800,000, or ($0.03) per share, compared to a net loss of $370,000, or ($0.01) per share, in the previous quarter and versus a net loss of $922,000, or ($0.04) per share, in the comparable period a year ago. Alex Hui, President and Chief Executive Officer of Pericom said, "While we began the September quarter with relatively low backlog, we felt that the quarter would be backend loaded and momentum in turns bookings did in fact improve towards the later part of the quarter. This enabled us to surpass the high end of our previously provided guidance. The year over year revenue growth of 2.3% is the first such growth since 2001. The increase in turns bookings at the end of last quarter is being sustained in the current quarter. Overall inventory in our distribution channels continues at very low levels and we are positioned to respond to increases in customer demand. We are optimistic about the business going forward given an improved outlook in product demand and new programs going into production." "On October 1, 2003 we completed the previously announced planned acquisition of the assets of SaRonix LLC. This addition strengthens our capabilities and product offerings that we bring to our customers. Timing solutions are a key long-term focus of Pericom. The combination of Pericom and SaRonix -- integrated circuits and frequency control products -- will enable us to provide a more complete timing solution to our customers. We view this acquisition, coupled with our internal new product development, as an integral part of our growth strategy." NEW PRODUCTS We introduced 26 new products during the quarter that expand our ability to support key market segments such as communications, networking, storage, notebook, and industrial applications. * We released two USB2.0 switches targeting notebook and desktop computers and other wide-bandwidth applications * Introduced a superior performance video switch that addresses customers growing requirements in 400 MHz video applications. * Expanded our LAN switch family with an upgraded Ethernet switch that supports next generation Notebooks. * Released a new product family of 15 Microprocessor Supervisory Circuits. These new devices are used in a wide-ranging variety of applications including anywhere a microprocessor or microcontroller is found. * Strengthened our performance Translator portfolio with four new devices that manage multiple voltage signals solving customers rapidly growing technology convergence. * Broadened our strong PCI Bridge product line family with two new enhanced devices that offer a competitive edge in performance. PCI Bridges are being designed into many applications such as video surveillance, add-in cards, networking, and industrial. DECEMBER 2003 QUARTER OUTLOOK The following guidance relates to the core business of Pericom Semiconductor, and does not include the effects of the SaRonix acquisition which are discussed below. * We are entering the December quarter with a somewhat improved beginning backlog from the previous quarter. In addition, turns bookings early in this quarter are continuing stronger than the prior quarter. Therefore, we feel that even with a possible slow down in turns orders late in the quarter our net revenues should be in the range of $11.25 million to $11.75 million. * Gross margin should remain in the 30% range but continues to be highly dependent on product mix and pricing. * Operating expenses are expected to increase slightly. * Other income will be approximately $1.0 million. DECEMBER 2003 QUARTER OUTLOOK -- SARONIX * We anticipate that SaRonix revenues in the December quarter will be approximately $4.5 million. * We are not providing guidance on SaRonix margins due to the impact of Purchase Accounting rules which require that opening inventories be stated at "fair value." Until acquired inventory is sold very little margin is realized on shipments of acquired inventory. We expect the sell-through of this inventory to take one to two quarters at which time margins should be at the projected levels of 25-30%. * We are not providing guidance on operating expenses for SaRonix in the December quarter. This is a transition quarter in bringing the two companies together and although SaRonix has been downsized, many employees have been retained on a temporary basis to facilitate the transition. Commencing with the March quarter additional savings will be realized. In the future, our outlook will be on a consolidated basis for Pericom and SaRonix combined. We will provide additional information if it is meaningful for an understanding of the business. Pericom will adhere to Regulation Fair Disclosure. The Company will provide its investors and analysts with guidance in the areas of total revenues, gross margin, operating expenses and other income each quarter in our earnings releases and in our conference calls. We will not provide further guidance or updates during the quarter unless we do so via a press release. NOTE: Our First Quarter Results telephone conference call will begin at 1:30 p.m. PDT today. The conference call may be accessed by calling 800-949-8963 and referencing conference number 3121025. A replay of the First Quarter Results conference call will be available for 7 days commencing from 4:00 PM PDT today. The replay telephone number is 800-642-1687 (domestic) or 706-645-9291 (international) and the access code is 3121025. Please note also that the conference call will be simultaneously Webcast live at: www.pericom.com/investors and at www.firstcallevents.com/service/ajwz389747128gf12.html followed by on-demand Webcast beginning at 4:00 p.m. Pacific Daylight Time today through November 20, 2003 on either site (Webcast requires Windows MediaPlayer). Pericom Semiconductor Corporation designs and develops high-performance interface integrated circuits used for the transferring, routing, and timing of high-speed digital and analog signals within and between computer, networking, and multimedia systems. Pericom's products are essential for full utilization of the speed and bandwidth built into today's Microprocessors, Memory IC's, LAN's, and WAN's. Company headquarters are located in San Jose, California, and its products are distributed worldwide. Visit www.pericom.com/partners for a complete list of sales partners. Phone: 800-435-2336; Fax: 408-435-1100; Email: solutions@pericom.com; Website: www.pericom.com. This press release contains forward-looking statements as defined under The Securities Litigation Reform Act of 1995. Forward-looking statements in this release include the statements under the captions 'December 2003 Quarter Outlook' and 'December 2003 Quarter Outlook - Saronix' and statements regarding the Company's future growth, increases in turns bookings, customer and product demand, our being positioned to respond to customer demand and the expectation of future benefit from the acquisition of Saronix LLC. The company's actual results could differ materially from what is set forth in such forward-looking statements due to a variety of risk factors, including continued softness in demand for our products, a continuation of price erosion for certain of our products, customer decisions to reduce inventory, economic or financial difficulties experienced by our customers, difficulties in integrating SaRonix with our business, unexpected liabilities from the SaRonix acquisition, or technological and market changes. Although Pericom believes that its expectations are based on reasonable assumptions, it can give no assurance that anticipated results will occur. All forward-looking statements included in this document are made as of the date hereof, based on information available to the company as of the date hereof, and Pericom assumes no obligation to update any forward-looking statements. Parties receiving this release are encouraged to review our annual report on Form 10-K for the year ended June 30, 2003 and, in particular, the risk factors sections of this filing. Pericom Semiconductor Corporation Consolidated Statements of Operations - GAAP (In thousands, except per share data) (unaudited) Three Months Ended Sep 30, Jun 30, Sep 30, 2003 2003 2002 Net revenues $11,072 $11,506 $10,828 Cost of revenues 7,854 8,027 7,560 Gross profit 3,218 3,479 3,268 Operating expenses: Research and development 3,210 2,871 2,918 Selling, general and administrative 2,515 2,654 3,158 Total 5,725 5,525 6,076 Loss from operations (2,507) (2,046) (2,808) Other income, net 1,061 1,323 1,152 Recovery (write down) of nonmarketable investment (9) 116 (52) Loss before income taxes (1,455) (607) (1,708) Income tax benefit (655) (237) (786) Net loss $(800) $(370) $(922) Basic and diluted loss per share $(0.03) $(0.01) $(0.04) Shares used in computing basic and diluted loss per share 25,816 25,705 25,730 Pericom Semiconductor Corporation Condensed Consolidated Balance Sheets (In thousands) As of As of Sep 30, 2003 June 30, 2003* (unaudited) Assets Current Assets: Cash, cash equivalents, and short-term investments $147,246 $148,990 Accounts receivable 5,616 4,302 Inventories 8,537 9,963 Prepaid expenses and other current assets 2,078 1,301 Deferred income taxes 1,544 1,401 Total current assets 165,021 165,957 Property and equipment, net 5,997 6,305 Investment in and advances to joint venture 6,575 6,506 Deferred income taxes-non current 1,085 1,085 Other assets 10,954 10,384 Total assets $189,632 $190,237 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $4,204 $4,170 Accrued liabilities 3,376 3,125 Total current liabilities 7,580 7,295 Other long term liabilities 450 619 Total liabilities 8,030 7,914 Shareholders' equity: Common stock 139,853 139,401 Retained earnings and other 41,749 42,922 Total shareholders' equity 181,602 182,323 Total liabilities and shareholders' equity $189,632 $190,237 * Derived from the June 30, 2003 audited consolidated financial statements SOURCE Pericom Semiconductor Corporation -0- 10/21/2003 /CONTACT: Patrick B. Brennan, VP Investor Relations of Pericom Semiconductor Corporation, +1-408-435-0800, or fax, +1-408-435-1100/ /Web site: http://www.pericom.com / (PSEM) CO: Pericom Semiconductor Corporation ST: California IN: CPR ECP SEM SU: ERN CCA ERP -----END PRIVACY-ENHANCED MESSAGE-----