-----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, OsyXqx83ttXZ9g/mIEIElzPHlNATNTTrBpXn97hljX4p9i8DHZTNpuEWa+3sp85r lixslpAUj4BcEVvc5bv85A== /in/edgar/work/0001012870-00-005689/0001012870-00-005689.txt : 20001114 0001012870-00-005689.hdr.sgml : 20001114 ACCESSION NUMBER: 0001012870-00-005689 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERICOM SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0001001426 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 770254621 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-27026 FILM NUMBER: 760241 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 10-Q 1 0001.txt FORM 10-Q FOR PERIOD ENDING 9/30/2000 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _______ to _______ Commission File Number 0-27026 Pericom Semiconductor Corporation (Exact Name of Registrant as Specified in Its Charter) California 77-0254621 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2380 Bering Drive San Jose, California 95131 (408) 435-0800 (Address of Principal Executive Offices and Issuer's Telephone Number, Including Area Code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] As of November 3, 2000 the Registrant had outstanding 24,855,856 shares of Common Stock. Pericom Semiconductor Corporation Form 10-Q for the Quarter Ended September 30, 2000 INDEX
PART I. FINANCIAL INFORMATION Page ---- Item 1: Financial Statements Condensed Balance Sheets as of September 30, 2000 and June 30, 2000 3 Condensed Statements of Income for the three months ended September 30, 2000 and three months ended September 30, 1999 4 Condensed Statements of Cash Flows for the three months ended September 30, 2000 and three months ended September 30, 1999 5 Notes to Condensed Financial Statements 6 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3: Quantitative and Qualitative Disclosures about Market Risk 19 PART II. OTHER INFORMATION Item 6: Exhibits and Reports on Form 8-K 20 Signatures 21
2 PART I. FINANCIAL INFORMATION Item 1: Financial Statements Pericom Semiconductor Corporation Condensed Balance Sheets (In thousands)
September 30, June 30, 2000 2000 (1) ----- -------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $131,455 $124,115 Short-term investments 17,607 16,549 Accounts receivable: Trade (net of allowances of $3,837, and $3,343) 13,818 12,012 Other receivables 663 377 Inventories 11,852 13,166 Prepaid expenses and other current assets 211 209 Deferred income taxes 1,099 1,099 ---------------------------- Total current assets 176,705 167,527 Property and equipment - net 8,540 8,246 Investment in and advances to investee 4,245 4,287 Other assets 288 306 ---------------------------- Total $189,778 $180,366 ============================ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 9,656 $ 8,983 Accrued liabilities 3,479 3,561 Income taxes payable 3,564 1,710 ---------------------------- Total current liabilities 16,699 14,254 Deferred income taxes 1,340 1,340 Shareholders' equity: Common stock 131,692 130,834 Accumulated other comprehensive loss (17) (90) Retained earnings 40,064 34,028 ---------------------------- Total shareholders' equity 171,739 164,772 ---------------------------- Total $189,778 $180,366 ============================
(1) Derived from the June 30, 2000 audited balance sheet included in the Company's Annual Report on Form 10-K. See notes to condensed financial statements. 3 Pericom Semiconductor Corporation Condensed Statements of Income (Unaudited) (In thousands, except per share amounts) Three Months Ended September 30, 2000 1999 ---- ---- Net revenues $33,360 $17,625 Cost of revenues 19,050 10,233 -------------------- Gross profit 14,310 7,392 -------------------- Operating expenses: Research and development 2,587 1,619 Selling, general and administrative 3,985 2,504 -------------------- Total 6,572 4,123 -------------------- Income from operations 7,738 3,269 Equity in net loss of investee (225) (84) Interest income 2,223 361 -------------------- Income before income taxes 9,736 3,546 Provision for income taxes 3,700 1,419 -------------------- Net income $ 6,036 $ 2,127 -------------------- Basic earnings per share $ 0.24 $ 0.11 -------------------- Diluted earnings per share $ 0.22 $ 0.10 -------------------- Shares used in computing basic earnings per share 24,694 19,222 -------------------- Shares used in computing diluted earnings per 27,475 21,640 share -------------------- See notes to condensed financial statements. 4 Pericom Semiconductor Corporation Condensed Statements of Cash Flows (Unaudited) (In thousands) Three Months Ended September 30, ------------------------ 2000 1999 -------- ------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 6,036 $ 2,127 Adjustments to reconcile net income to net cash Provided by (used for) operating activities: Depreciation and amortization 772 499 Equity in net loss of joint venture 225 84 Changes in assets and liabilities: Accounts receivable (2,092) (1,248) Inventories 1,314 (959) Prepaid expenses and other current assets (2) 157 Accounts payable 673 449 Accrued liabilities (82) 148 Income taxes payable 1,854 1,240 ------------------------ Net cash provided by operating activities 8,698 2,497 ------------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property and equipment (1,066) (1,233) Purchase of short-term investments (2,424) (3,545) Maturities of short-term investments 1,440 2,900 Increase in other assets 18 (116) Advances to investee (183) (398) ------------------------ Net cash used in investing activities (2,215) (2392) ------------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Sale of common stock 857 572 ------------------------ NET INCREASE IN CASH AND CASH EQUIVALENTS 7,340 677 CASH AND CASH EQUIVALENTS: Beginning of period 124,115 8,328 ------------------------ End of period $131,455 $ 9,005 ======================== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Income taxes -- $ 178 ======================== See notes to condensed financial statements. 5 Pericom Semiconductor Corporation Notes To Condensed Financial Statements (Unaudited) 1. Basis of Presentation The financial statements have been prepared by Pericom Semiconductor Corporation ("Pericom" or the "Company"), pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, these unaudited financial statements include all adjustments, consisting only of normal recurring adjustments and accruals, necessary for a fair presentation of the Company's financial position as of September 30, 2000 and the results of operations and cash flows for the three month periods ended September 30, 2000 and 1999. This unaudited quarterly information should be read in conjunction with the audited financial statements of Pericom and the notes thereto incorporated by reference in the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission. The preparation of the interim condensed financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the interim condensed financial statements and the reported amounts of revenue and expenses during the period. Actual amounts could differ from these estimates. The results of operations for the three month period ended September 30, 2000 are not necessarily indicative of the results to be expected for the entire year. The Company's fiscal periods in the accompanying financial statements have been shown as ending on June 30 and September 30. The Company's fiscal year 2000 ended on July 1, 2000. The three month periods in fiscal years 2000 and 1999 ended on September 30, 2000 and October 2, 1999, respectively. The Company participates in a dynamic high technology industry and believes that changes in any of the following areas could have a material adverse effect on the Company's future financial position or results of operations: advances and trends in new technologies; competitive pressures in the form of new products or price reductions on current products; changes in the overall demand for products and services offered by the Company; changes in customer relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; risks associated with changes in domestic and international economic and/or political conditions or regulations; availability of necessary components; and the Company's ability to attract and retain employees necessary to support its growth. 2. Earnings Per Share Basic earnings per share is based upon the weighted average number of common shares outstanding. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Shares outstanding and basic and diluted earnings per share have been adjusted for the three month period ended September 30, 1999 to account for the two-for- one stock in August 2000. 6 Basic and diluted earnings per share for the three month periods ended September 30, 2000 and September 30, 1999 are computed as follows:
Three Months Ended September 30, 2000 1999 ---- ---- Net income $ 6,036 $ 2,127 ===================== Computation of common shares outstanding - basic earnings per share: Weighted average shares of common stock 24,694 19,222 --------------------- Shares used in computing basic earnings per share 24,694 19,222 ===================== Basic earnings per share $ 0.24 $ 0.11 ===================== Computation of common shares outstanding - diluted earnings per share: Weighted average shares of common stock 24,694 19,222 Dilutive options using the treasury stock method 2,781 2,418 --------------------- Shares used in computing diluted earnings per share 27,475 21,640 ===================== Diluted earnings per share $ 0.22 $ 0.10 =====================
3. Inventories Inventories consist of (in thousands): September 30, June 30, 2000 2000 ---- ---- Finished goods $ 4,010 $ 4,403 Work in process 5,780 6,285 Raw materials 2,062 2,478 ------------------------ $11,852 $13,166 ======================== 4. Accrued Liabilities Accrued liabilities consist of (in thousands): September 30 June 30, 2000 2000 ---- ---- Accrued compensation $1,787 $2,066 External sales representative commissions 1,065 975 Other accrued expenses 627 520 ------ ------ $3,479 $3,561 ======================== 7 5. Industry and Segment Information In fiscal year 1999, the Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information", which establishes annual and interim reporting standards for an enterprise's business segments and related disclosures about its products, services, geographical areas and major customers. The Company operates in one reportable segment. 6. Comprehensive Income SFAS No. 130, "Reporting Comprehensive Income", requires an enterprise to report, by major components and as a single total, the change in net assets during the period from nonowner sources. For the three month periods ended September 30, 2000 and 1999, comprehensive income, which was comprised of the Company's net income for the periods and changes in cumulative unrealized gain/(loss) on short-term investments was as follows: Three Months Ended September 30, -------------------- 2000 1999 ------ ------ Net income $6,036 $2,127 Unrealized gain/(loss) on investment 73 (4) -------------------- Comprehensive income $6,109 $2,123 ==================== 7. Derivative Instruments and Hedging Activities On July 1, 2000, the Company adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", which defines derivatives, requires that all derivatives be carried at fair value, and provides for hedging accounting when certain conditions are met. The Company does not have any derivatives as of September 30, 2000. 8 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations Pericom Semiconductor Corporation The following information should be read in conjunction with the unaudited financial statements and notes thereto included in Part 1 - Item 1 of this Quarterly Report and the audited financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's Annual Report on Form 10-K (the "Form 10- K"). Results of Operations The following table sets forth certain statement of operations data as a percentage of net revenues for the periods indicated. Three Months Ended September 30, ----------------------- 2000 1999 ---- ---- Net revenues 100.0% 100.0% Cost of revenues 57.1% 58.1% ------------------------ Gross profit 42.9% 41.9% ------------------------ Operating expenses: Research and development 7.8% 9.2% Selling, general and administrative 11.9% 14.2% ------------------------ Total 19.7% 23.4% ------------------------ Income from operations 23.2% 18.5% Other income, net 6.0% 1.6% ------------------------ Income before income taxes 29.2% 20.1% Provision for income taxes 11.1% 8.0% ------------------------ Net income 18.1% 12.1% ======================== Net Revenues Net revenues consist primarily of product sales, which are recognized upon shipment, less an estimate for returns and allowances. Net revenues increased 89% from $17.6 million for the quarter ended September 30, 1999 to $33.4 million for the quarter ended September 30, 2000. The increase in net revenues resulted from overall strength in the semiconductor industry, continued market acceptance of the Company's existing products and sales of new products in the Company's SiliconInterface, SiliconSwitch and SiliconClock product lines, offset in part by a decline in the weighted average selling price of certain products. Sales to domestic and international distributors as a percent of total revenues dropped from 58% for the quarter ended September 30, 1999 to 51% for the quarter ended September 30, 2000. Sales to one customer, an international distributor, accounted for approximately 11% of net revenues in the quarter ended September 30, 2000 and approximately 14% of net revenues in the quarter ended September 30, 1999. Gross Profit Gross profit increased 94% from $7.4 million for the quarter ended September 30, 1999 to $14.3 million for the quarter ended September 30, 2000. Gross profit as a percentage of net revenues, or gross margin, increased from 41.9% in the quarter ended September 30, 1999 to 42.9% in the quarter ended September 9 30, 2000. The increase in gross margin resulted from the introduction and sale of new products at higher gross margins, a shift in mix towards a higher margin product line, and cost reductions achieved through reduced wafer, assembly and test costs. These margin increases were partially offset by decreases in average selling prices in the Company's various product lines. Research and Development Research and development expenses increased 60% from $1.6 million for the quarter ended September 30, 1999 to $2.6 million for the quarter ended September 30, 2000, but decreased as a percentage of net revenues from 9.2% to 7.8%. The increase in expense is attributable to development costs for new products in each of the Company's product lines and expansion of the Company's engineering staff and related infrastructure as the Company continued its commitment to new product development. The Company believes that continued spending on research and development to develop new products and improve manufacturing processes is critical to the Company's success and, consequently, expects to increase research and development expenses in future periods. Selling, General and Administrative Selling, general and administrative expenses consist primarily of personnel and related overhead costs for sales, marketing, finance, human resources and general management. Such costs also include advertising, sales materials, sales commissions and other marketing and promotional expenses. Selling, general and administrative expenses increased 59% from $2.5 million for the quarter ended September 30, 1999 to $4.0 million for the quarter ended September 30, 2000, but decreased as a percentage of net revenues from 14.2% to 11.9%. The Company anticipates that selling, general and administrative expenses will increase in future periods due to increased staffing levels, particularly in sales and marketing, as well as increased commission expense to the extent the Company achieves higher sales levels. Other Income, Net Other income, net includes interest income and the Company's allocated portion of net losses of Pericom Technology, Inc. ("PTI"). Other income, net increased from $277,000 for the quarter ended September 30, 1999 to $1,998,000 for the quarter ended September 30, 2000. From the quarter ended September 30, 1999 to the quarter ended September 30, 2000, the Company's share of the net losses of PTI increased from $84,000 to $225,000 and interest income rose from $361,000 to $2,223,000 due to interest earned on the increased cash balances that resulted from the net proceeds from the Company's follow-on public offering in March 2000. Provision for Income Taxes The provision for income taxes increased from $1,419,000 for the quarter ended September 30, 1999 to $3,700,000 for the quarter ended September 30, 2000. The effective tax rate of 38% in the quarter ended September 30, 2000 has decreased from the 40% rate used in the comparable period last year. In the first quarter of the prior year the research and development tax credit had expired which caused the effective tax rate to increase. The research and development tax credit was subsequently extended and the overall effective tax rate for the prior fiscal year was 37.5%. The increase in the current fiscal quarter versus the prior full fiscal year is due primarily to the increase in taxable income. The provision for income taxes also differed from the federal statutory rate due to state income taxes. Liquidity and Capital Resources Prior to the Company's initial public offering in October 1997, the Company used proceeds from the private sale of equity securities, bank borrowings and internal cash flow to support the Company's operations, 10 acquire capital equipment and finance inventory and accounts receivable growth. Operating activities generated $2.5 million of cash during the quarter ended September 30, 1999 and $8.7 million of cash during the quarter ended September 30, 2000. Net cash used for investing activities decreased from $2.4 million for the three months ended September 30, 1999 to $2.2 million for the quarter ended September 30, 2000. The Company made capital expenditures of approximately $1.1 million during the quarter ended September 30, 2000 compared with $1.2 million in the comparable period of the previous year, and also increased net purchases of short-term investments by $339,000 during the quarter ended September 30, 2000 compared to the same period last year. On March 8, 2000 the Company sold 2.2 million shares (on a pre-split basis before the Company's 2-for-1 stock split in August 2000) of common stock in a follow-on public offering. Net proceeds to the Company, before expenses, from this offering were $101,376,000 after underwriting discounts and commissions. Expenses were approximately $427,000. These funds are invested in short-term money market funds. As of September 30, 2000, the Company's principal sources of liquidity included cash, cash equivalents and short-term investments of approximately $149.1 million. Management believes that existing cash balances and cash generated from operations will be sufficient to fund necessary purchases of capital equipment and to provide working capital at least through the next 12 months. However, future events may require the Company to seek additional capital sooner. If the Company determines that it needs to seek additional capital, the Company may not be able to obtain adequate capital on terms acceptable to it. Factors That May Affect Operating Results This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are "forward- looking statements" for purposes of these provisions, including any statements regarding: projections of revenues, expenses or other financial items; the plans and objectives of management for future operations; the Company's tax rate; the adequacy of allowances for returns, price protection and other concessions; proposed new products or services; the sufficiency of cash generated from operations and cash balances; the Company's exposure to interest rate risk; future economic conditions or performance; and assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as "may," "will," "expects," "plans," "anticipates," "estimates," "potential," or "continue," or the negative thereof or other comparable terminology. Although the Company believes that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in the forward-looking statements. The Company's future financial condition and results of operations, as well as any forward-looking statements, are subject to risks and uncertainties, including but not limited to the factors set forth (i) below, (ii) in the Company's Form 10-K under the heading "Risk Factors; Factors That May Affect Future Results", and (iii) in Note 1 to the Notes to Condensed Financial Statements. All forward-looking statements and reasons why results may differ included in this Quarterly Report are made as of the date hereof, and the Company assumes no obligation to update any such forward-looking statement or reason why actual results may differ. If we do not develop products that our customers and end-users design into their products, or if their products do not sell successfully, our business and operating results would be harmed. We have relied in the past and continue to rely upon our relationships with our customers and end-users for insights into product development strategies for emerging system requirements. We generally incorporate new products into a customer's or end-user's product or system at the design stage. However, these design efforts, which can often require significant expenditures by us, may precede product sales, if any, by a year or more. Moreover, the value to us of any design win will depend in large part on the ultimate success of the customer's or end-user's product and on the extent to which the system's design accommodates components 11 manufactured by our competitors. If we fail to achieve design wins or if the design wins fail to result in significant future revenues, our operating results would be harmed. If we have problems developing or maintaining our relationships with our customers and end-users, our ability to develop well-accepted new products may be impaired. The trading price of our common stock and our operating results are likely to fluctuate substantially in the future. The trading price of our common stock has been and is likely to continue to be highly volatile. Our stock price could fluctuate widely in response to factors some of which are not within our control, including: . quarter-to-quarter variations in operating results; . announcements of technological innovations or new products by us or our competitors; . general conditions in the semiconductor and electronic systems industries; . changes in earnings estimates by analysts; and . price and volume fluctuations in the overall stock market, which have particularly affected the market prices of many high technology companies. In the past, our quarterly operating results have varied significantly and are likely to fluctuate in the future. A wide variety of factors affect our operating results. These factors might include the following: . the timing of new product introductions and announcements by us and by our competitors; . customer acceptance of new products introduced by us; . growth or reduction in the size of the market for interface ICs; . a decline in the gross margins of our products; . general conditions in the semiconductor industry; . changes in our product mix; . delay or decline in orders received from distributors; . the availability of manufacturing capacity with our wafer suppliers; . changes in manufacturing costs; . fluctuations in manufacturing yields; . the ability of customers to pay us; . expenses incurred in obtaining, enforcing, and defending intellectual property rights; and . increased research and development expenses associated with new product introductions or process changes. All of these factors are difficult to forecast and could seriously harm our operating results. Our expense levels are based in part on our expectations regarding future sales and are largely fixed in the short term. Therefore, we may be unable to reduce our expenses fast enough to compensate for any unexpected shortfall in sales. Any significant decline in demand relative to our expectations or any material delay of customer orders could harm our operating results. In addition, if our operating results in future quarters fall below public market analysts' and investors' expectations, the market price of our common stock would likely decrease. The markets for our products are characterized by rapidly changing technology, and our financial results could be harmed if we do not successfully develop and implement new manufacturing technologies or develop, introduce and sell new products. The markets for our products are characterized by rapidly changing technology, frequent new product introductions and declining selling prices over product life cycles. We currently offer over 500 products. Our future success depends upon the timely completion and introduction of new products, across all our product lines, at competitive price and performance levels. The success of new products depends on a variety of factors, including the following: . product performance and functionality; 12 . customer acceptance; . competitive pricing; . successful and timely completion of product development; . sufficient wafer fabrication capacity; and . achievement of acceptable manufacturing yields by our wafer suppliers. We may also experience delays, difficulty in procuring adequate fabrication capacity for the development and manufacture of new products or other difficulties in achieving volume production of these products. Even relatively minor errors may significantly affect the development and manufacture of new products. If we fail to complete and introduce new products in a timely manner at competitive price and performance levels, our business would be significantly harmed. Intense competition in the semiconductor industry may reduce the demand for our products or the prices of our products, which could reduce our revenues. The semiconductor industry is intensely competitive. Our competitors include Cypress Semiconductor Corporation, Integrated Circuit Systems, Inc., Integrated Device Technology, Inc., Maxim Integrated Products, Inc., and Texas Instruments, Inc. Most of those competitors have substantially greater financial, technical, marketing, distribution and other resources, broader product lines and longer- standing customer relationships than we do. We also compete with other major or emerging companies that sell products to certain segments of our markets. Competitors with greater financial resources or broader product lines may have a greater ability to sustain price reductions in our primary markets in order to gain or maintain market share. We believe that our future success will depend on our ability to continue to improve and develop our products and processes. Unlike us, many of our competitors maintain internal manufacturing capacity for the fabrication and assembly of semiconductor products. This ability may provide them with more reliable manufacturing capability, shorter development and manufacturing cycles and time-to-market advantages. In addition, competitors with their own wafer fabrication facilities that are capable of producing products with the same design geometries as ours may be able to manufacture and sell competitive products at lower prices. Any introduction of products by our competitors that are manufactured with improved process technology could seriously harm our business. As is typical in the semiconductor industry, our competitors have developed and marketed products that function similarly or identically to ours. If our products do not achieve performance, price, size or other advantages over products offered by our competitors, our products may lose market share. Competitive pressures could also reduce market acceptance of our products, reduce our prices and increase our expenses. We also face competition from the makers of ASICs and other system devices. These devices may include interface logic functions, which may eliminate the need or sharply reduce the demand for our products in particular applications. Product price declines and fluctuations may cause our future financial results to vary. Historically, selling prices in the semiconductor industry generally, as well as for our products, have decreased significantly over the life of each product. We expect that selling prices for our existing products will continue to decline over time and that average selling prices for our new products will decline significantly over the lives of these products. Declines in selling prices for our products, if not offset by reductions in the costs of producing these products or by sales of new products with higher gross margins, would reduce our overall gross margins and could seriously harm our business. The demand for our products depends on the growth of our end users' markets. Our continued success depends in large part on the continued growth of markets for the products into which our semiconductor products are incorporated. These markets include the following: 13 . computers and computer related peripherals; . data communications and telecommunications equipment; . electronic commerce and the Internet; and . consumer electronics equipment. Any decline in the demand for products in these markets could seriously harm our business, financial condition and operating results. These markets have also historically experienced significant fluctuations in demand. We may also be seriously harmed by slower growth in the other markets in which we sell our products. Downturns in the semiconductor industry, rapidly changing technology and evolving industry standards can harm our operating results. The semiconductor industry has historically been cyclical and periodically subject to significant economic downturns--characterized by diminished product demand, accelerated erosion of selling prices and overcapacity--as well as rapidly changing technology and evolving industry standards. In the past, our operating results have been harmed by excess supply in the semiconductor industry. For example, we believe our net revenues fell from $41.2 million in fiscal 1996 to $33.2 million in fiscal 1997 primarily due to a cyclical downturn in the semiconductor industry. Accordingly, we may in the future experience substantial period-to-period fluctuations in our business and operating results due to general semiconductor industry conditions, overall economic conditions or other factors. Our business is also subject to the risks associated with the effects of legislation and regulations relating to the import or export of semiconductor products. Our contracts with our wafer suppliers do not obligate them to a minimum supply or set prices. Any inability or unwillingness of our wafer suppliers generally, and Chartered Semiconductor Manufacturing Ltd. in particular, to meet our manufacturing requirements would delay our production and product shipments and harm our business. In fiscal 2000, 1999 and 1998 we purchased approximately 75%, 85% and 90%, respectively, of our wafers from Chartered Semiconductor Manufacturing Ltd., and in the first quarter of fiscal 2001 we purchased 62% of our wafers from Chartered. In each fiscal period, only four other suppliers manufactured the remainder of our wafers. Our reliance on independent wafer suppliers to fabricate our wafers at their production facilities subjects us to possible risks such as: . lack of adequate capacity; . lack of available manufactured products; . lack of control over delivery schedules; and . unanticipated changes in wafer prices. Any inability or unwillingness of our wafer suppliers generally, and Chartered in particular, to provide adequate quantities of finished wafers to meet our needs in a timely manner would delay our production and product shipments and seriously harm our business. At present, we purchase wafers from our suppliers through the issuance of purchase orders based on our rolling six-month forecasts. The purchase orders are subject to acceptance by each wafer supplier. We do not have long-term supply contracts which obligate our suppliers to a minimum supply or set prices. We also depend upon our wafer suppliers to participate in process improvement efforts, such as the transition to finer geometries. If our suppliers are unable or unwilling to do so, our development and introduction of new products could be delayed. Furthermore, sudden shortages of raw materials or production capacity constraints can lead wafer suppliers to allocate available capacity to customers other than us or for the suppliers' internal uses, interrupting our ability to meet our product delivery obligations. Any significant interruption in our wafer supply would seriously harm our operating results and our customer relations. Our 14 reliance on independent wafer suppliers may also lengthen the development cycle for our products, providing time-to-market advantages to our competitors that have in-house fabrication capacity. In the event that our suppliers are unable or unwilling to manufacture our key products in required volumes, we will have to identify and qualify additional wafer foundries. The qualification process can take up to six months or longer. Furthermore, we are unable to predict whether additional wafer foundries will become available to us or will be in a position to satisfy any of our requirements on a timely basis. We depend on single or limited source assembly subcontractors with whom we do not have written contracts. Any inability or unwillingness of our assembly subcontractors to meet our assembly requirements would delay our product shipments and harm our business. We primarily rely on foreign subcontractors for the assembly and packaging of our products and, to a lesser extent, for the testing of finished products. Some of these subcontractors are our single source supplier for some of our new packages. In addition, changes in our or a subcontractor's business could cause us to become materially dependent on a single subcontractor. We have from time to time experienced difficulties in the timeliness and quality of product deliveries from our subcontractors and may experience similar or more severe difficulties in the future. We generally purchase these single or limited source components or services pursuant to purchase orders and have no guaranteed arrangements with these subcontractors. These subcontractors could cease to meet our requirements for components or services, or there could be a significant disruption in supplies from them, or degradation in the quality of components or services supplied by them. Any circumstance that would require us to qualify alternative supply sources could delay shipments, result in the loss of customers and limit or reduce our revenues. We may have difficulty accurately predicting revenues for future periods. Our expense levels are based in part on anticipated future revenue levels, which can be difficult to predict. Our business is characterized by short-term orders and shipment schedules. We do not have long-term purchase agreements with any of our customers, and customers can typically cancel or reschedule their orders without significant penalty. We typically plan production and inventory levels based on forecasts of customer demand generated with input from customers and sales representatives. Customer demand is highly unpredictable and can fluctuate substantially. If customer demand falls significantly below anticipated levels, our gross profit would be reduced. We compete with others to attract and retain key personnel, and any loss of, or inability to attract, key personnel would harm us. To a greater degree than non-technology companies, our future success will depend on the continued contributions of our executive officers and other key management and technical personnel. None of these individuals has an employment agreement with us and each one would be difficult to replace. We do not maintain any key person life insurance policies on any of these individuals. The loss of the services of one or more of our executive officers or key personnel or the inability to continue to attract qualified personnel could delay product development cycles or otherwise harm our business, financial condition and results of operations. Our future success also will depend on our ability to attract and retain qualified technical, marketing and management personnel, particularly highly skilled design, process and test engineers, for whom competition is intense. In particular, the current availability of qualified engineers is limited and competition among companies for skilled and experienced engineering personnel is very strong. During strong business cycles, we expect to experience continued difficulty in filling our needs for qualified engineers and other personnel. Our limited ability to protect our intellectual property and proprietary rights could harm our competitive position. 15 Our success depends in part on our ability to obtain patents and licenses and preserve other intellectual property rights covering our products and development and testing tools. In the United States, we hold 24 patents covering certain aspects of our product designs and have at least 14 additional patent applications pending. Copyrights, mask work protection, trade secrets and confidential technological know-how are also key to our business. Additional patents may not be issued to us or our patents or other intellectual property may not provide meaningful protection. We may be subject to, or initiate, interference proceedings in the U.S. Patent and Trademark Office. These proceedings can consume significant financial and management resources. We may become involved in litigation relating to alleged infringement by us of others' patents or other intellectual property rights. This type of litigation is frequently expensive to both the winning party and the losing party and takes up significant amounts of management's time and attention. In addition, if we lose such a lawsuit, a court could require us to pay substantial damages and/or royalties or prohibit us from using essential technologies. For these and other reasons, this type of litigation could seriously harm our business. Also, although we may seek to obtain a license under a third party's intellectual property rights in order to bring an end to certain claims or actions asserted against us, we may not be able to obtain such a license on reasonable terms or at all. Because it is important to our success that we are able to prevent competitors from copying our innovations, we intend to continue to seek patent, trade secret and mask work protection for our technologies. The process of seeking patent protection can be long and expensive, and we cannot be certain that any currently pending or future applications will actually result in issued patents, or that, even if patents are issued, they will be of sufficient scope or strength to provide meaningful protection or any commercial advantage to us. Furthermore, others may develop technologies that are similar or superior to our technology or design around the patents we own. We also rely on trade secret protection for our technology, in part through confidentiality agreements with our employees, consultants and third parties. However, these parties may breach these agreements. In addition, the laws of some territories in which we develop, manufacture or sell our products may not protect our intellectual property rights to the same extent as do the laws of the United States. The process technology used by our independent foundries, including process technology that we developed with our foundries, can generally be used by them to produce their own products or to manufacture products for other companies including our competitors. In addition, we may not have the right to implement key process technologies used to manufacture some of our products with foundries other than our present foundries. We may not provide adequate allowances for exchanges, returns and concessions. We recognize revenue from the sale of products when shipped, less an allowance based on future authorized and historical patterns of returns, price protection, exchanges and other concessions. We believe our methodology and approach are appropriate. However, if the actual amounts we incur exceed the allowances, it could decrease our revenue and corresponding gross profit. The complexity of our products makes us highly susceptible to manufacturing problems, which could increase our costs and delay our product shipments. The manufacture and assembly of our over 500 products are highly complex and sensitive to a wide variety of factors, including: . the level of contaminants in the manufacturing environment; . impurities in the materials used; and . the performance of manufacturing personnel and production equipment. In a typical semiconductor manufacturing process, silicon wafers produced by a foundry are cut into individual die. These die are assembled into individual packages and tested for performance. Our wafer 16 fabrication suppliers have from time to time experienced lower than anticipated yields of suitable die. In the event of such decreased yields, we would incur additional costs to sort wafers, an increase in average cost per usable die and an increase in the time to market for our products. These conditions could reduce our net revenues and gross margin and harm our customer relations. We do not manufacture any of our products. Therefore, we are referred to in the semiconductor industry as a "fabless" producer. Consequently, we depend upon third party manufacturers to produce semiconductors that meet our specifications. We currently have third party manufacturers that can produce semiconductors that meet our needs. However, as the industry continues to progress to smaller manufacturing and design geometries, the complexities of producing semiconductors will increase. Decreasing geometries may introduce new problems and delays that may affect product development and deliveries. Due to the nature of the industry and our status as a "fabless" semiconductor company, we could encounter fabrication-related problems that may affect the availability of our products, delay our shipments or increase our costs. A large portion of our revenues is derived from sales to a few customers, who may cease purchasing from us at any time. A relatively small number of customers have accounted for a significant portion of our net revenues in each of the past several fiscal years. We expect this trend to continue for the foreseeable future. Techmosa, an international distributor that in turn ships to many end users, accounted for approximately 11% of net revenues during fiscal 2000 and the quarter ended September 30, 2000. Sales to our top five customers accounted for approximately 37% of net revenues in fiscal 2000 and 43% of net revenues for the quarter ended September 30, 2000. Of our end-user customers, Cisco Systems accounted for approximately 14% of our gross revenues and sales to our top five end-user customers accounted for approximately 35% of gross revenues in fiscal 2000. For the quarter ended September 30, 2000 sales to Cisco Systems were 11% of gross revenues and sales to our top five end-user customers were approximately 39% of gross revenues. We do not have long-term sales agreements with any of our customers. Our customers are not subject to minimum purchase requirements, may reduce or delay orders periodically due to excess inventory and may discontinue selling our products at any time. Our distributors typically offer competing products in addition to ours. In fiscal 2000, sales to domestic and international distributors represented approximately 56% of net revenues, and for the three months ended September 30, 2000 sales to our distributors were 52% of net revenues. The loss of one or more significant customers, or the decision by a significant distributor to carry the product lines of our competitors, could decrease our revenues. Almost all of our wafer suppliers and assembly subcontractors are located in southeast Asia, which exposes us to the problems associated with international operations. Almost all of our wafer suppliers and assembly subcontractors are located in southeast Asia, which exposes us to risks associated with international business operations, including the following: . disruptions or delays in shipments; . changes in economic conditions in the countries where these subcontractors are located; . currency fluctuations; . changes in political conditions; . potentially reduced protection for intellectual property; . foreign governmental regulations; . import and export controls; and . changes in tax laws, tariffs and freight rates. In particular, there is a potential risk of conflict and further instability in the relationship between Taiwan and the People's Republic of China. Conflict or instability could disrupt the operations of one of our principal wafer suppliers and several of our assembly subcontractors located in Taiwan. 17 Because we sell our products to customers outside of the United States, we face foreign business, political and economic risks that could seriously harm us. In fiscal 2000, approximately 29% of our net revenues derived from sales in Asia excluding Japan, approximately 9% from sales in Europe and approximately 8% from sales in Japan. In the quarter ended September 30, 2000, approximately 30% of our net revenues derived from sales in Asia excluding Japan, approximately 11% from sales in Europe and approximately 7% from sales in Japan. We expect that export sales will continue to represent a significant portion of net revenues. We intend to expand our sales efforts outside the United States. This expansion will require significant management attention and financial resources and further subject us to international operating risks. These risks include: . tariffs and other barriers and restrictions; . unexpected changes in regulatory requirements; . the burdens of complying with a variety of foreign laws; and . delays resulting from difficulty in obtaining export licenses for technology. We are also subject to general geopolitical risks in connection with our international operations, such as political and economic instability and changes in diplomatic and trade relationships. In addition, because our international sales are denominated in U.S. dollars, increases in the value of the U.S. dollar could increase the price in local currencies of our products in foreign markets and make our products relatively more expensive than competitors' products that are denominated in local currencies. Regulatory, geopolitical and other factors could seriously harm our business or require us to modify our current business practices. Our potential future acquisitions may not be successful because we have not made acquisitions in the past. We have depended on internal growth in the past and have not made any acquisitions. As part of our business strategy, we expect to seek acquisition prospects that would complement our existing product offerings, improve market coverage or enhance our technological capabilities. We have no current agreements or negotiations underway with respect to any acquisitions, and we may not be able to locate suitable acquisition opportunities. Future acquisitions could result in the following: . potentially dilutive issuances of equity securities; . large one-time write-offs; . the incurrence of debt and contingent liabilities or amortization expenses related to goodwill and other intangible assets; . difficulties in the assimilation of operations, personnel, technologies, products and the information systems of the acquired companies; . diversion of management's attention from other business concerns; and . risks of entering geographic and business markets in which we have no or limited prior experience and potential loss of key employees of acquired organizations. We are not certain that we will be able to successfully integrate any businesses, products, technologies or personnel that may be acquired in the future. Our failure to do so could seriously harm our business. Our operations and financial results could be severely harmed by natural disasters. Our headquarters and some of our major suppliers' manufacturing facilities are located near major earthquake faults. One of the foundries we use is located in Taiwan, which suffered a severe earthquake during fiscal 2000. We did not experience significant disruption to our operations as a result of that earthquake. However, if a major earthquake or other natural disaster were to affect our suppliers, our sources of supply could be interrupted, which would seriously harm our business. 18 Item 3. Quantitative and Qualitative Disclosures about Market Risk At September 30, 2000, our investment portfolio consisted of investment-grade fixed income securities, excluding those classified as cash equivalents, of $17.6 million. These securities are subject to interest rate risk and will decline in value if market interest rates increase. For example, if market interest rates were to increase immediately and uniformly by 10% per annum from levels as of September 30, 2000, the fair market value of the portfolio would decrease. However, we do not believe that such a decrease would have a material effect on our results of operations over the next fiscal year. Due to the short duration and conservative nature of these instruments, we do not believe that we have a material exposure to interest rate risk. 19 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. a. Exhibits Exhibit 27.1 - Financial Data Schedule b. Reports on Form 8-K. No reports on Form 8-K were filed with the Securities and Exchange Commission during the quarter ended September 30, 2000. 20 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 thereunto duly authorized. Pericom Semiconductor Corporation (Registrant) Date: November 10, 2000 By: /s/ Alex Hui ------------ Alex Hui Chief Executive Officer Date: November 10, 2000 By: /s/ Michael D. Craighead ------------------------ Michael D. Craighead Chief Financial Officer (Chief Accounting Officer) 21 EX-27.1 2 0002.txt FINANCIAL DATA SCHEDULE
5 1,000 3-MOS JUN-30-2001 JUL-01-2000 SEP-30-2000 131,455 17,607 18,318 3,837 11,852 176,705 16,648 8,108 189,778 16,699 0 0 0 131,692 40,047 189,778 33,360 33,360 19,050 25,622 225 0 0 9,736 3,700 6,036 0 0 0 6,036 0.24 0.22
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