-----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, SFOQyYoN1ks0jrsypx3pb7avHmn3RABlEYIV7eaZtfbKRbmlkyutEbRDWUa+i3op vJcagCAee+4OR/lGDcslDQ== 0001275287-05-001389.txt : 20050421 0001275287-05-001389.hdr.sgml : 20050421 20050421160726 ACCESSION NUMBER: 0001275287-05-001389 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050421 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050421 DATE AS OF CHANGE: 20050421 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: 05764891 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 ps2478.txt ================================================================================ 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): April 21, 2005 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) ================================================================================ ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On April 21, 2005, Pericom Semiconductor Corporation issued a press release announcing earnings for the fiscal third quarter ended March 31, 2005. 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. ITEM 9.01 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 April 21, 2005. 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: April 21, 2005 EX-99.1 2 ps2478ex991.txt Exhibit 99.1 PERICOM SEMICONDUCTOR REPORTS FISCAL THIRD QUARTER RESULTS SAN JOSE, Calif., April 21 /PRNewswire-FirstCall/ -- Pericom Semiconductor Corporation (Nasdaq: PSEM) today announced results for its fiscal third quarter ended March 31, 2005. Results include the acquired operations of SaRonix LLC since October 1, 2003. Net revenues for the third quarter were $19,433,000, up 1.1% from $19,217,000 in the preceding quarter and are up 5.2% from $18,466,000 in the comparable period last year. GAAP net income for the quarter was $134,000, or $0.00 per share (diluted), compared to a GAAP net loss of $303,000, or ($0.01) per share, in the preceding quarter and versus a GAAP net loss of $96,000, or ($0.00) per share, in the comparable period a year ago. Net revenues for the nine months ended March 31, 2005 were $58,436,000, up 26.0% from $46,388,000 a year ago. GAAP net loss for the nine month period ending March 31, 2005 was $18,000, or ($0.00) per share, as compared with a GAAP net loss of $2,771,000, or ($0.11) per share, in the prior year comparable period. Our GAAP financial results include non-recurring charges or events which are explained in the reconciliation of pro forma and GAAP financial results that appears in the financial statements portion of this release. Pro forma results are not meant as a substitute for GAAP, but are included solely for informational and comparative purposes. 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. Pro forma net income in the quarter ended March 31, 2005 was $167,000, or $0.01 per share (diluted), compared with pro forma net income of $201,000, or $0.01 per share (diluted), in the preceding quarter and a pro forma net loss of $56,000, or ($0.00) per share, in the comparable period a year ago. Pro forma net income for the nine month period ending March 31, 2005 was $519,000, or $0.02 per share (diluted), as compared with a pro forma net loss of $1,434,000, or ($0.06) per share, in the prior year comparable period. Alex Hui, President and Chief Executive Officer of Pericom said, "With revenues and margins at the top of our guidance and expenses under guidance, we are very encouraged to see this ongoing evidence of the successful execution of our strategy. Our integrated circuit (IC) business gross margin remained above 40% and overall gross margin rose another 30 basis points from the prior quarter and improved 330 basis points from the comparable quarter a year ago. Our focus products continue to represent approximately 55% of our IC business. We have seen very solid revenue growth in our Connect/PCI Bridge product line which grew 37% from the previous quarter and 76% year over year. The restructuring of our workforce announced in February 2005 helped drive the reduction in operating expenses and the increase in gross margin. Going forward, our emphasis will continue to be building upon the success of our focus IC products, offering increased Application Specific Interface Solutions to our customers served markets, and leveraging the synergies of our IC and frequency control product lines to drive improved operating results across the company." NEW PRODUCTS The Company launched 16 new Clock, Analog Switch and Interface Logic products supporting Computing, Networking and Digital Video applications in the March quarter. SiliconClock: -- PI6C410B, PI6C410B-01, and PI6C410M-01 Clock Generator IC's for Intel based PCI-Express Server and Notebook chipsets. -- PI6C20400, PI6C20800, and PI6C21200 are 4, 8, and 12 output PCI-Express Clock buffers for notebook and server markets. -- PI6CUA877 and PI6CUA878 are PLL Clock Buffers for DDR-II-667/800 DIMMs. -- PI6C48530, PI6C48530-01, PI6C48543, PI6C48545, and PI6C48545-11 are LVPECL and LVDS clock buffer/converters for high-speed Networking applications. SiliconSwitch: -- PI2PCIE412-C, a PCI-Express compliant signal switch for PC, Servers, Notebook, and Networking/Telecom applications. We have already obtained key design wins at major motherboard companies. -- PI3HDMI412, an ASSP analog switch supporting HDMI/DVI switching in high performance digital video applications. SiliconInterface: -- PI74SSTUA32864 DDR-II-667, an Address Register for DDR-II Memory Modules. Frequency Control Products: -- S1613XP, S1614XP, SEL383, and SEL382, Four new families of 3.3 volt/2.5 volt CMOS/LVPECL crystal clock oscillators in the frequency range of 100 MHz to 160 MHZ with Pericom silicon inside. The devices achieve very low jitter and tight frequency stability and are designed for improved reliability and cost in high-speed networking, server, and storage applications. JUNE 2005 QUARTER OUTLOOK The following statements are based on current expectations. These statements are forward looking, and actual results may differ materially. -- We are entering the quarter with an improved backlog position and the quarter will be 14 weeks instead of 13 weeks in the prior quarter. As we continue to be in a high turns environment and visibility therefore remains limited, we expect revenues to be up within a range of 6-10% from the prior quarter depending on the strength of turns orders. -- Gross margin is expected to remain in the 37% range, plus or minus 50 basis points, but this continues to be highly dependent on the product mix of turns business. -- Operating expenses are expected to increase 2-4% from the prior quarter primarily as a result of the extra week in the quarter. -- Other income is expected to be approximately $0.9 million. -- We are now required to report separately our equity in the income or loss of unconsolidated subsidiaries. This was previously included with Other Income. This is currently estimated to be a loss of approximately $0.2 million. 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 third quarter results telephone conference call will begin at 1:30 p.m. pacific time today. The conference call may be accessed by calling 800-949-8963 and referencing conference number 5447863. A replay of the third quarter results conference call will be available for 7 days commencing from 4:30 p.m. pacific time today. The replay telephone number is 800-642-1687 (domestic) or 706-645-9291 (international) and the access code is 5447863. Please note also that the conference call will be simultaneously Webcast live at: www.pericom.com/investors followed by on-demand Webcast beginning at 4:30 p.m. pacific time today through May 21, 2005 (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 'June 2005 Quarter Outlook' and statements regarding the Company's ongoing shift to higher margin focus products, our expansion of Application Specific Interface Solutions, our future improvements in operating results, our future enhancements of frequency control product offerings and the leveraging of the synergies of our IC and frequency control product lines. 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 softness in demand for our products, price erosion for certain of our products, unexpected difficulties in developing new 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. 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/A for the year ended June 30, 2004 and, in particular, the risk factors sections of that filing. Pericom Semiconductor Corporation Consolidated Statements of Operations - GAAP (In thousands, except per share data) (unaudited)
Three Months Ended Nine Months Ended -------------------------------------- ------------------------ Mar 31, Dec 31, Mar 31, Mar 31, Mar 31, 2005 2004 2004 2005 2004 ---------- ---------- ---------- ---------- ---------- Net revenues $ 19,433 $ 19,217 $ 18,466 $ 58,436 $ 46,388 Cost of revenues 12,262 13,219 12,275 38,287 32,391 Gross profit 7,171 5,998 6,191 20,149 13,997 Operating expenses: Research and development 3,678 3,485 3,451 10,879 10,648 Selling, general and administrative 3,849 3,707 4,277 11,388 11,084 Restructuring charge 243 0 0 243 784 Total 7,770 7,192 7,728 22,510 22,516 Loss from operations (599) (1,194) (1,537) (2,361) (8,519) Other income, net 913 875 1,020 2,719 3,008 Recovery (write down) of nonmarketable investment (4) (96) 4 (100) (5) Income (loss) before income taxes 310 (415) (513) 258 (5,516) Income tax (benefit) 125 (102) (269) 112 (2,460) Minority interest in income (loss) in consolidated subsidiary 22 10 0 32 0 Equity in income (loss) in unconsolidated subsidiary (73) 0 148 (196) 285 Net income (loss) $ 134 $ (303) $ (96) $ (18) $ (2,771) Basic earnings (loss) per share $ 0.01 $ (0.01) $ (0.00) $ (0.00) $ (0.11) Diluted earnings (loss) per share $ 0.00 $ (0.01) $ (0.00) $ (0.00) $ (0.11) Shares used in computing basic earnings (loss) per share 26,531 26,554 26,166 26,533 25,970 Shares used in computing diluted earnings (loss) per share 27,112 26,554 26,166 26,533 25,970
Pericom Semiconductor Corporation Consolidated Statements of Operations - Pro Forma (In thousands, except per share data) (unaudited)
Three Months Ended Nine Months Ended -------------------------------------- ------------------------ Mar 31, Dec 31, Mar 31, Mar 31, Mar 31, 2005 2004 2004 2005 2004 ---------- ---------- ---------- ---------- ---------- Net revenues $ 19,433 $ 19,217 $ 18,466 $ 58,436 $ 46,388 Cost of revenues 12,262 12,175 12,262 37,243 31,698 Gross profit 7,171 7,042 6,204 21,193 14,690 Operating expenses: Research and development 3,678 3,485 3,436 10,879 10,240 Selling, general and administrative 3,849 4,120 4,046 11,801 10,443 Total 7,527 7,605 7,482 22,680 20,683 Loss from operations (356) (563) (1,278) (1,487) (5,993) Other income, net 913 875 1,020 2,719 3,008 Recovery (write down) of nonmarketable investment (4) (96) 4 (100) (5) Income (loss) before income taxes 553 216 (254) 1,132 (2,990) Income tax (benefit) 335 25 (50) 449 (1,271) Minority interest in income (loss) in consolidated subsidiary 22 10 0 32 0 Equity in income (loss) in unconsolidated subsidiary (73) 0 148 (196) 285 Net income (loss) $ 167 $ 201 $ (56) $ 519 $ (1,434) Basic earnings (loss) per share $ 0.01 $ 0.01 $ (0.00) $ 0.02 $ (0.06) Diluted earnings (loss) per share $ 0.01 $ 0.01 $ (0.00) $ 0.02 $ (0.06) Shares used in computing basic earnings (loss) per share 26,531 26,554 26,166 26,533 25,970 Shares used in computing diluted earnings (loss) per share 27,112 27,342 26,166 27,241 25,970
Pericom Semiconductor Corporation Reconciliation of Net Loss In Accordance With GAAP to Pro Forma Net Loss (In thousands) (unaudited)
Three Months Ended Nine Months Ended -------------------------------------- ------------------------ Mar 31, Dec 31, Mar 31, Mar 31, Mar 31, 2005 2004 2004 2005 2004 ---------- ---------- ---------- ---------- ---------- Net income (loss) in accordance with GAAP $ 134 $ (303) $ (96) (18) $ (2,771) Workforce reduction (Note 1) $ 243 243 $ 230 Restructuring charge (Note 2) $ 784 End of life program inventory reserve charge (note 3) $ 1,044 $ 1,044 SaRonix inventory fair value adjustment (Note 4) $ 573 Write off furniture & fixtures (Note 5) $ 45 $ 45 Moving Cost (Note 6) $ 214 $ 214 Write off of in-process R&D (Note 7) $ 360 Amortization of customer backlog (Note 8) $ 320 Gain on sale of Ireland building (Note 9) $ (413) $ (413) Income tax (benefit) (Note 10) $ (210) $ (127) (219) $ (337) (1,189) Net income (loss) on a Pro Forma basis $ 167 $ 201 $ (56) $ 519 $ (1,434)
Notes to pro forma adjustments: Note 1: In February 2005 & November 2003, we reduced our total workforce by approximately 10% and 12% 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. Note 3: In December 2004, we recorded a non-recurring charge to inventory reserves related to a product end of life program. 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 February 2004 we wrote off the net book value of the furniture and fixtures no longer in use due to the move referred to in note 6. Note 6: In the three months ended March 2004, we recorded a non-recurring charge related to the move to new corporate headquarters. Note 7: In the three months ended December 2003, we wrote off the cost of acquired in-process R&D. Note 8: In the three months ended December 2003, we completely amortized the cost of acquired customer backlog for which we did not incur related selling expense. Note 9: In November 2004, we sold a building in Ireland that resulted in a gain Note 10: The tax benefit relating to the pro forma adjustments above. Pericom Semiconductor Corporation Condensed Consolidated Balance Sheets (In thousands)
As of As of Mar 31, 2005 Jun 30, 2004 (unaudited) ------------ ------------ Assets Current Assets: Cash & cash equivalents $ 5,828 $ 13,965 Short-term investments $ 135,750 $ 130,412 Accounts receivable 10,497 7,549 Inventories 13,445 15,980 Prepaid expenses and other current assets 692 664 Deferred income taxes 5,606 5,564 Total current assets 171,818 174,134 Property and equipment, net 5,788 6,442 Investment in and advances to Pericom Technology, Inc. 6,823 7,019 Deferred income taxes-non current 1,888 1,419 Other assets 6,777 8,438 Total assets $ 193,094 $ 197,452 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 6,391 $ 8,153 Accrued liabilities 5,478 5,972 Current portion of long-term debt 0 1,291 Total current liabilities 11,869 15,416 Other long term liabilities 68 139 Total liabilities 11,937 15,555 Minority interest in consolidated subsidiary 283 0 Total minority Interest 283 0 Shareholders' equity: Common stock 142,198 142,607 Retained earnings and other 38,676 39,290 Total shareholders' equity 180,874 181,897 Total liabilities and shareholders' equity $ 193,094 $ 197,452
SOURCE Pericom Semiconductor Corporation -0- 04/21/2005 /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 / - - -----END PRIVACY-ENHANCED MESSAGE-----