-----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, UjV/nvwIaF+N9wmRZn/GLXlpmq1I5YjSIH6bwCwSruglUt0ruo/uz8rmHGzHomzf OMavlHsoDt+oY1HOINsPRQ== 0000891092-04-000323.txt : 20040127 0000891092-04-000323.hdr.sgml : 20040127 20040127163141 ACCESSION NUMBER: 0000891092-04-000323 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040127 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040127 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: 04546713 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 e16710_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): January 27, 2004 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.) 3345 North First Street, San Jose, California 95134 (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 January 27, 2004. Item 12. Results of Operations and Financial Condition. On January 27, 2004, Pericom Semiconductor Corporation issued a press release announcing earnings results for the fiscal first quarter ended December 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: January 27, 2004 2 EX-99.1 3 e16710ex99_1.txt PRESS RELEASE Exhibit 99.1 Pericom Semiconductor Reports Fiscal Second Quarter Results SAN JOSE, Calif., Jan. 27 /PRNewswire-FirstCall/ -- Pericom Semiconductor Corporation (Nasdaq: PSEM) today announced results for its fiscal second quarter ended December 31, 2003. Results include the acquired operations of SaRonix LLC since October 1, 2003. Net revenues for the second quarter were $16,850,000, up 52.2% from $11,072,000 in the previous quarter and are up 51.4% from $11,132,000 in the comparable period last year. Pro forma net loss for the quarter was $629,000, or ($0.02) per share, compared to a net loss of $800,000, or ($0.03) per share, in the previous quarter and versus a pro forma net loss of $815,000, or ($0.03) per share, in the comparable period a year ago. Net revenues for the six months ended December 31, 2003 were $27,922,000, up 27.1% from $21,960,000 a year ago. Pro forma net loss for the six month period ending December 31, 2003 was $1,429,000, or ($0.06) per share, versus a pro forma net loss of $1,737,000, or ($0.07) per share, in the prior year comparable period. Our GAAP financial results include one-time acquisition related and other restructuring charges which are explained in the reconciliation of pro forma and GAAP financial results that appears in the financial statements portion of this release. Our net loss under GAAP for the quarter was $1,875,000, or ($0.07) per share, compared to a net loss of $800,000, or ($0.03) per share, in the previous quarter and a net loss of $2,403,000, or ($0.09) per share, in the comparable period a year ago. Net loss for the six month period ending December 31, 2003 was $2,675,000, or ($0.10) per share, versus a net loss of $3,326,000, or ($0.13) per share, in the prior year comparable period. Pericom management believes pro forma financial information is useful to investors because it illuminates underlying operational trends by excluding significant non-recurring or otherwise unusual transactions. Our criteria for determining pro forma results may differ from other companies methods, and should not be regarded as a replacement for corresponding GAAP measures. Alex Hui, President and Chief Executive Officer of Pericom, said, "We are pleased with the results we achieved in our first full quarter of operations with SaRonix, our new frequency control product line. Our core integrated circuit business revenues grew approximately 10% sequentially, and 9.4% year over year, and frequency control products exceeded our revenue estimate of $4.5 million. Our consolidated pro forma gross margins showed a 220 basis point improvement over last quarter. Bookings remained strong through the quarter which has provided a higher beginning backlog for the current quarter. Inventory in our distribution channel remains at very low levels and we have invested in inventory to ensure that we are ready to respond to increases in customer demand. "We are making good progress on the integration of SaRonix. Effective January 5, 2004 we are now co-located in a new facility which will allow us to further develop the synergies that we have discussed. These include offering comprehensive and advanced timing solutions to our combined blue chip customer base in the telecom, networking, storage and computer markets, reducing product cost, building on our respective geographic and customer strengths, and joint development of advanced timing modules. "With improved market conditions we believe we are well positioned to positively leverage our financial strength, broad product portfolio, and design resources." NEW PRODUCTS New products released during the quarter offer next generation solutions for customers in their focus market segments including communications, networking, storage, computing, and industrial. These products expand Pericom's higher margin focus product lines of PCI Bridge, Analog Switch, and Timing Solutions. -- Launched eight new Analog Switches that offer the industry's lowest on-resistance and ultra-compact packaging supporting applications in portable cell phones, mobile handsets, and slim form-factor notebooks. -- Delivered three wide-bandwidth 500MHz Differential Video Switches targeted to meet the high-speed demands in both consumer and commercial video applications. -- Strengthened our LAN Switch portfolio with two devices that perform at Fast Ethernet or Gigabit Ethernet levels and are already being designed into market leader notebook applications. -- Introduced a new high-performance USB2.0 Switch that supports USB speeds up to 480Mb/s targeting applications in the high-end notebook and desktop markets. -- Released a new PLL Clock for Registered DIMM supporting DDR200 to DDR400. -- Continued to expand our Bridge portfolio with two new PCI-to-PCI Bridge ICs with enhanced performance and extended commercial temperature range. New Frequency Control Products introduced include: -- The SCR050 family of clock and data recovery timing modules to be used in telecom equipment for frequency translation, as well as clock and data recovery. -- New SFT100 frequency translation module that extends the range to 77.76 MHz for wireless, SONET/SDH/DWDM and IP server applications. -- A new family of TCXOs, the S69 series, targeting wireless base stations and wireless local area networking equipment. -- New members of our new low voltage S1613 and S1614 clock family that extends the range to 160 MHz for 1G & 10G Ethernet applications. -- Low voltage PECL oscillators for 1G and 10G Ethernet, Fiber Channel, SONET & DWDM applications requiring very low jitter and tight stability. MARCH 2004 QUARTER OUTLOOK The following statements are based on current expectations. These statements are forward looking, and actual results may differ materially. -- With a stronger backlog entering the current quarter and early indications of bookings strength, we believe net revenues should be in the range of $18.0 million to $18.5 million. -- Gross margin is expected to be in the low 30% range but this continues to be highly dependent on product mix, particularly with the addition of the frequency control product line. -- Operating expenses are expected to be approximately flat with last quarter. -- Other income is expected to remain at approximately the $1 million level. 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 Second Quarter Results telephone conference call will begin at 1:30 p.m. PST today. The conference call may be accessed by calling 800-949-8963 and referencing conference number 4964816. A replay of the Second Quarter Results conference call will be available for 7 days commencing from 4:00 PM PST today. The replay telephone number is 800-642-1687 (domestic) or 706-645-9291 (international) and the access code is 4964816. Please note also that the conference call will be simultaneously Webcast live at: www.pericom.com/investors and at www.firstcallevents.com/service/ajwz396718077gf12.html followed by on-demand Webcast beginning at 4:00 p.m. Pacific Standard Time today through February 26, 2004 on either site (Webcast requires Windows MediaPlayer). Pericom Semiconductor Corporation offers customers worldwide the industry's most complete silicon and quartz based solutions for the Computing, Communications, and Industrial market segments. Our broad portfolio of leading-edge analog, digital, and mixed-signal integrated circuits and SaRonix frequency control products are essential in the timing, transferring, routing, and translating of high-speed signals as required by today's ever-increasing speed and bandwidth demanding applications. Company headquarters are in San Jose, California, with design centers and sales offices located globally. http://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 "March 2004 Quarter Outlook" and statements regarding the Company's future growth, backlog, bookings strength, future revenues, gross margin, operating expenses, other income, inventory level, customer and product demand, our being well positioned to leverage our strengths, our being positioned to respond to customer demand and the expectation of future benefit and synergies from the acquisition of Saronix LLC, including offering various timing solutions, reducing product cost, leveraging our respective strengths and joint development. 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, 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 Six Months Ended Dec 31, Sep 30, Dec 31, Dec 31, Dec 31, 2003 2003 2002 2003 2002 Net revenues $16,850 $11,072 $11,132 27,922 21,960 Cost of revenues 12,262 7,854 7,852 20,116 15,412 Gross profit 4,588 3,218 3,280 7,806 6,548 Operating expenses: Research and development 3,987 3,210 2,800 7,197 5,718 Selling, general and administrative 4,292 2,515 2,799 6,807 5,957 Restructuring charge 784 -- 1,431 784 1,431 Total 9,063 5,725 7,030 14,788 13,106 Loss from operations (4,475) (2,507) (3,750) (6,982) (6,558) Other income, net 1,064 1,061 1,005 2,125 2,105 Recovery (write down) of nonmarketable investment -- (9) (1,089) (9) (1,089) Loss before income taxes (3,411) (1,455) (3,834) (4,866) (5,542) Income tax benefit (1,536) (655) (1,431) (2,191) (2,216) Net loss $(1,875) $(800) $(2,403) $(2,675) $(3,326) Basic and diluted loss per share $(0.07) $(0.03) $(0.09) $(0.10) $(0.13) Shares used in computing basic and diluted loss per share 25,928 25,816 25,730 25,872 25,730 Pericom Semiconductor Corporation Consolidated Statements of Operations - Pro Forma (In thousands, except per share data) (unaudited) Three Months Ended Six Months Ended Dec 31, Sep 30, Dec 31, Dec 31, Dec 31, 2003 2003 2002 2003 2002 Net revenues $16,850 $11,072 $11,132 27,922 21,960 Cost of revenues 11,582 7,854 7,793 19,436 15,353 Gross profit 5,268 3,218 3,339 8,486 6,607 Operating expenses: Research and development 3,594 3,210 2,800 6,804 5,718 Selling, general and administrative 3,882 2,515 2,732 6,397 5,890 Total 7,476 5,725 5,532 13,201 11,608 Loss from operations (2,208) (2,507) (2,193) (4,715) (5,001) Other income, net 1,064 1,061 1,005 2,125 2,105 Recovery (write down) of nonmarketable investment -- (9) -- (9) -- Loss before income taxes (1,144) (1,455) (1,188) (2,599) (2,896) Income tax benefit (515) (655) (373) (1,170) (1,159) Net loss $(629) $(800) $(815) $(1,429) $(1,737) Basic and diluted loss per share $(0.02) $(0.03) $(0.03) $(0.06) $(0.07) Shares used in computing basic and diluted loss per share 25,928 25,816 25,730 25,872 25,730 Pericom Semiconductor Corporation Reconciliation of Net Loss In Accordance With GAAP to Pro Forma Net Loss (In thousands) (unaudited) Three Months Ended Six Months Ended Dec 31, Sep 30, Dec 31, Dec 31, Dec 31, 2003 2003 2002 2003 2002 Net loss in accordance with GAAP $(1,875) $(800) $(2,403) $(2,675) $(3,325) Workforce reduction (Note 1) $230 126 $230 126 Restructuring charge (Note 2) $784 1,431 $784 1,431 Investment write off (Note 3) 1,089 1,089 SaRonix inventory fair value adjustment (Note 4) $573 $573 Write off of in-process R&D (Note 5) $360 $360 Amortization of customer backlog (Note 6) $320 $320 Income tax benefit (Note 7) $(1,021) (1,058) $(1,021) (1,058) Net loss on a Pro Forma basis $(629) $(800) $(815) $(1,429) $(1,737) Notes to pro forma adjustments: Note 1: In November 2003 and November 2002 we reduced our total workforce by approximately 12% and 10%, respectively. Note 2: In December 2003 we recorded a non-recurring charge related to an unused leased facility resulting from our move to a new corporate headquarters. In December 2002 we recorded a non-recurring charge related to an unused leased facility. Note 3: In December 2002 we wrote off in its entirety an investment in another company that was deemed to be impaired. The adjustment represents the margin impact of the difference between SaRonix cost and acquisition fair value. Note 4: In the three months ended December 2003 we sold inventory acquired from SaRonix that was written up to fair value in connection with the acquisition. Note 5: In the three months ended December 2003 we wrote off the cost of acquired in-process R&D. Note 6: In the three months ended December 2003 we completely amortized the cost of acquired customer backlog for which we did not incur related selling expenses. Note 7: The tax benefit relating to the pro forma adjustments above. Pericom Semiconductor Corporation Condensed Consolidated Balance Sheets (In thousands) As of As of Dec 31, 2003 June 30, 2003 * (unaudited) Assets Current Assets: Cash, cash equivalents, and short-term investments $145,725 $148,990 Accounts receivable 9,090 4,302 Inventories 12,553 9,963 Prepaid expenses and other current assets 3,766 1,301 Deferred income taxes 923 1,401 Total current assets 172,057 165,957 Property and equipment, net 6,862 6,305 Investment in and advances to joint venture 6,643 6,506 Deferred income taxes-non current 2,312 1,085 Other assets 8,114 10,384 Total assets $195,988 $190,237 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $8,894 $4,170 Accrued liabilities 5,463 3,125 Current portion of long-term debt 1,349 0 Total current liabilities 15,706 7,295 Deferred income taxes 0 0 Other long term liabilities 281 619 Total liabilities 15,987 7,914 Shareholders' equity: Common stock 140,388 139,401 Retained earnings and other 39,613 42,922 Total shareholders' equity 180,001 182,323 Total liabilities and shareholders' equity $195,988 $190,237 * Derived from the June 30, 2003 audited consolidated financial statements SOURCE Pericom Semiconductor Corporation -0- 01/27/2004 /CONTACT: Mike Craighead, VP/Chief Financial Officer 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 SEM HRD NET SU: ERN CCA ERP -----END PRIVACY-ENHANCED MESSAGE-----