EX-99.1 2 ps4731ex991.htm EXHIBIT 99.1

Exhibit 99.1

Message

Contact:

 

 

Pericom Semiconductor Corporation

3545 North First Street

Tel:    (408) 435-0800

Alex Hui, President & CEO

San Jose, CA 95134

Fax:   (408) 435-1100

 

 

www.pericom.com

FOR IMMEDIATE RELEASE

PERICOM SEMICONDUCTOR REPORTS FISCAL 2006 SECOND QUARTER RESULTS

San Jose, CA – February 6, 2006 - Pericom Semiconductor Corporation [NASDAQ National Market: PSEM] today announced results for its fiscal 2006 second quarter ended December 31, 2005.  Results include the acquired operations of eCERA ComTek Corporation “eCERA” since September 7, 2005. 

Net revenues for the second quarter were $26,270,000 up 17% from $22,473,000 in the preceding quarter and are up 37% from $19,217,000 in the comparable period last year.  GAAP net income for the quarter was $1,412,000, or $0.05 per share (diluted), compared to GAAP net income of $625,000, or $0.02 per share (diluted), in the preceding quarter and versus a GAAP net loss of $375,000, or ($0.01) per share, in the comparable period a year ago. Net revenues for the six months ended December 31, 2005 were $48,743,000, up 25% from $39,003,000 a year ago. GAAP net income for the six month period ending December 31, 2005 was $2,037,000, or $0.08 per share (diluted), as compared with a GAAP net loss of $346,000, or ($0.01) per share, in the prior year comparable period. In accordance with Financial Accounting Standard No. 123R (FAS123R), “Share-based Payment”, the  Company continued to estimate the cost of all forms of stock based compensation, including stock options, restricted stock and employee stock purchase plans, and recording of this estimated compensation in the income statement.  Since these expenses will be normal going forward, and this is our second quarter including these expenses, for information purposes following are the amounts included in our GAAP and non-GAAP results for the three and six months ended December 31, 2005:

 

 

Three Months

 

Six Months

 

 

 



 



 

Cost of Sales

 

$

19,658

 

$

43,658

 

Research and development

 

$

104,826

 

$

225,826

 

Sales, general and administrative

 

$

169,070

 

$

302,070

 

Total stock-based compensation

 

$

293,554

 

$

571,554

 




NEWS RELEASE, November 7, 2005

Our GAAP financial results include non-recurring charges or events which are explained in the reconciliation of pro forma and GAAP financial results that appear 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. 

Non-GAAP net income for the quarter ended December 31, 2005, including the FAS123R expenses noted above, was $1,507,000, or $0.06 per share (diluted), compared to $768,000, or $0.03 per share (diluted), in the preceding quarter and non-GAAP net income of $129,000, or $0.00 per share (diluted), in the comparable period a year ago which does not include any expense related to FAS123R. Pro forma net income for the six month period ending December 31, 2005 was $2,275,000, or $0.08 per share (diluted), as compared with a pro forma net income of $158,000, or $0.01 per share, in the prior year comparable period which also does not include any expense related to FAS123R.

Alex Hui, President and Chief Executive Officer of Pericom said “We are very pleased with the progress we made this quarter in revenue growth, margin expansion and profitability. We achieved 17% sequential revenue growth, having realized the benefit of having a full quarter of eCERA operations in our financial results. Our acquisition of eCERA has proven so far to be a growing and accretive subsidiary contributing significantly to Pericom’s financial success. With increased gross profit and control of expenses, we realized an operating profit of $801,000 (pro forma of $961,000) for the quarter, an improvement of $1,285,000 (pro forma of $1,231,000) quarter to quarter We also significantly improved our gross margin from 35% last quarter to 37% this quarter. Our margin expansion is largely due to the growing success of our focus product lines and the higher margins they achieve.”

The Company introduced several new focus products targeting our key markets segments that include Consumer, Computer, and Networking.

SiliconSwitch

Pericom expanded its portfolio of ASSP analog switch family with the release of three new HDMI switches targeting DTV and digital display applications. Pericom is first in the industry to introduce a TMDS compliant signal switch. 

We also delivered our Satiny 1.3 x 1.6 dual SPDT analog switch for mobile handsets with the smallest plastic package in the market.

SiliconConnect

We began sampling our PI7C9X110 PCI to PCIe Bridge product to several customers.  The device is a PCI Express to PCI 32-bit/66MHz Reversible Bridge that enables legacy systems to work in next generation PCI Express based systems.

3545 North First Street     San Jose, CA   95134     (408) 435-0800



SiliconClock

We sampled 3 new clock products this quarter. PI6C22392-3 & PI6C22392-4 are Multimedia and System Peripheral Clock Generators for Digital Set-top and Digital TV applications. PI6C21200A is a new low skew, low jitter 400 MHz 1:12 PCI-Express Zero Delay Clock Buffer for FB-DIMM and PCI-Express applications in servers.

Frequency Control

We introduced three crystal resonator product families representing a 50% and 75% size-reduction when compared to the company’s mainstream 7x5 mm package. The new NKS3 (3.2 x 2.5mm) and NKS5 & NES5 (5 x 3.2mm) crystal product families are tailored for space-constrained portable consumer electronic as well as densely populated computing/networking applications.  These new products are built at the company’s recently-acquired eCERA factory in Taiwan.

MARCH 2006 QUARTER OUTLOOK

The following statements are based on current expectations.  These statements are forward looking, and actual results may differ materially. 

 

Revenues are expected to increase 2-6%.

 

Gross margin of 36% plus or minus 2%.

 

Operating expenses, including eCERA and FAS123R expenses, are expected to increase to approximately $9.1 million, plus or minus $200,000.

 

Other income, net, is expected to be approximately $0.8 million.

 

Income from investees  is expected to be zero to $300,000.

 

Current expectation is that our tax rate will approximate 28% to 29%.

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. pacific time today.  The conference call may be accessed by calling (800) 949-8963 (domestic) or (706) 643-0097 (international) and referencing conference number 5039290.  A replay of the first quarter results conference call will be available for 7 days commencing from 4:30 PM pacific time today.  The replay telephone number is (800) 642-1687 (domestic) or (706) 645-9291 (international) and the access code is 5039290.  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 December 7, 2005 (Webcast requires Windows MediaPlayer).



Pericom Semiconductor Corporation (NASDAQ: PSEM) offers customers worldwide the industry’s most complete silicon and quartz based solutions for the Computing, Communications, and Consumer  market segments. Our broad portfolio of leading-edge analog, digital, and mixed-signal integrated circuits and SaRonix and eCERA 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 ‘December 2005 Quarter Outlook’ and statements that our acquisition of eCERA ComTek on September 7, 2005 provides a growing and accretive subsidiary that further strengthens and broadens our FCP line with vertical integration, captive low-cost manufacturing and local presence in the Taiwanese and Asian markets; and that our PCI-Express products for IT applications and our HDMI switching solution in digital video applications will continue to enjoy increasing acceptance. 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 eCERA 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 July 2, 2005 and the Form 10Q for the three-month period ended October 1, 2005, in particular, the risk factors sections of that filing.

- See Attached Tables -



Pericom Semiconductor Corporation
Consolidated Statements of Operations - GAAP
(In thousands, except per share data)
(unaudited)

 

 

Three Months Ended

 

Six Months Ended

 

 

 


 


 

 

 

Dec 31,
2005

 

Oct 01,
2005

 

Dec 25,
2004

 

Dec 31,
2005

 

Dec 25,
2004

 

 

 



 



 



 



 



 

Net revenues

 

$

26,270

 

$

22,473

 

$

19,217

 

$

48,743

 

$

39,003

 

Cost of revenues

 

 

16,719

 

 

14,729

 

 

13,071

 

 

31,448

 

 

25,842

 

 

 



 



 



 



 



 

Gross profit

 

 

9,551

 

 

7,744

 

 

6,146

 

 

17,295

 

 

13,161

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

3,879

 

 

3,991

 

 

3,806

 

 

7,870

 

 

7,753

 

Selling, general and administrative

 

 

4,871

 

 

4,182

 

 

3,707

 

 

9,053

 

 

7,539

 

Restructuring charge

 

 

0

 

 

55

 

 

0

 

 

55

 

 

0

 

 

 



 



 



 



 



 

Total

 

 

8,750

 

 

8,228

 

 

7,513

 

 

16,978

 

 

15,292

 

Income (loss) from operations

 

 

801

 

 

(484

)

 

(1,367

)

 

317

 

 

(2,131

)

Other income, net

 

 

912

 

 

898

 

 

875

 

 

1,810

 

 

1,806

 

Recovery (write down) of nonmarketable investment

 

 

(33

)

 

0

 

 

(96

)

 

(33

)

 

(96

)

 

 



 



 



 



 



 

Income (loss) before income taxes

 

 

1,680

 

 

414

 

 

(588

)

 

2,094

 

 

(421

)

Income tax (benefit)

 

 

467

 

 

137

 

 

(203

)

 

604

 

 

(188

)

Minority interest in consolidated subsidiary

 

 

38

 

 

23

 

 

10

 

 

61

 

 

10

 

Equity in income (loss) of unconsolidated subsidiary

 

 

161

 

 

325

 

 

0

 

 

486

 

 

(123

)

 

 



 



 



 



 



 

Net income (loss)

 

$

1,412

 

$

625

 

$

(375

)

$

2,037

 

$

(346

)

 

 



 



 



 



 



 

Basic earnings (loss) per share

 

$

0.05

 

$

0.02

 

$

(0.01

)

$

0.08

 

$

(0.01

)

 

 



 



 



 



 



 

Diluted earnings (loss) per share

 

$

0.05

 

$

0.02

 

$

(0.01

)

$

0.08

 

$

(0.01

)

 

 



 



 



 



 



 

Shares used in computing basic earnings (loss) per share

 

 

26,253

 

 

26,352

 

 

26,554

 

 

26,302

 

 

26,534

 

 

 



 



 



 



 



 

Shares used in computing diluted earnings (loss) per share

 

 

26,972

 

 

27,143

 

 

26,554

 

 

27,057

 

 

26,534

 

 

 



 



 



 



 



 

- more -



Pericom Semiconductor Corporation
Consolidated Statements of Operations - Non-GAAP
(In thousands, except per share data)
(unaudited)

 

 

Three Months Ended

 

Six Months Ended

 

 

 


 


 

 

 

Dec 31,
2005

 

Oct 01,
2005

 

Dec 25,
2004

 

Dec 31,
2005

 

Dec 25,
2004

 

 

 



 



 



 



 



 

Net revenues

 

$

26,270

 

$

22,473

 

$

19,217

 

$

48,743

 

$

39,003

 

Cost of revenues

 

 

16,559

 

 

14,628

 

 

12,027

 

 

31,187

 

 

24,798

 

 

 



 



 



 



 



 

Gross profit

 

 

9,711

 

 

7,845

 

 

7,190

 

 

17,556

 

 

14,205

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

3,879

 

 

3,991

 

 

3,806

 

 

7,870

 

 

7,753

 

Selling, general and administrative

 

 

4,871

 

 

4,124

 

 

4,120

 

 

8,995

 

 

7,952

 

 

 



 



 



 



 



 

Total

 

 

8,750

 

 

8,115

 

 

7,926

 

 

16,865

 

 

15,705

 

Income (loss) from operations

 

 

961

 

 

(270

)

 

(736

)

 

691

 

 

(1,500

)

Other income, net

 

 

912

 

 

898

 

 

875

 

 

1,810

 

 

1,806

 

Recovery (write down) of nonmarketable investment

 

 

(33

)

 

0

 

 

(96

)

 

(33

)

 

(96

)

 

 



 



 



 



 



 

Income (loss) before income taxes

 

 

1,840

 

 

628

 

 

43

 

 

2,468

 

 

210

 

Income tax (benefit)

 

 

532

 

 

208

 

 

(76

)

 

740

 

 

(61

)

Minority income in consolidated subsidiary

 

 

38

 

 

23

 

 

10

 

 

61

 

 

10

 

Equity of income (loss) in unconsolidated subsidiary

 

 

161

 

 

325

 

 

0

 

 

486

 

 

(123

)

 

 



 



 



 



 



 

Net income (loss)

 

$

1,507

 

$

768

 

$

129

 

$

2,275

 

$

158

 

 

 



 



 



 



 



 

Basic earnings (loss) per share

 

$

0.06

 

$

0.03

 

$

0.00

 

$

0.09

 

$

0.01

 

 

 



 



 



 



 



 

Diluted earnings (loss) per share

 

$

0.06

 

$

0.03

 

$

0.00

 

$

0.08

 

$

0.01

 

 

 



 



 



 



 



 

Shares used in computing basic earnings (loss) per share

 

 

26,253

 

 

26,352

 

 

26,554

 

 

26,302

 

 

26,534

 

 

 



 



 



 



 



 

Shares used in computing diluted earnings (loss) per share

 

 

26,972

 

 

27,143

 

 

27,342

 

 

27,057

 

 

27,305

 

 

 



 



 



 



 



 

- more -



Pericom Semiconductor Corporation
Reconciliation of Net Income In Accordance With GAAP to Non-GAAP Net Income
(In thousands)
(unaudited)

 

 

Three Months Ended

 

Six Months Ended

 

 

 


 


 

 

 

Dec 31
2005

 

Oct 01
2005

 

Dec 25
2004

 

Dec 31
2005

 

Dec 25
2004

 

 

 


 


 


 


 


 

Net income in accordance with GAAP

 

$

1,412

 

$

625

 

$

(375

)

 

2,037

 

$

(346

)

Workforce reduction (Note 1)

 

 

—  

 

 

55

 

 

 

 

 

55

 

 

 

 

Ecera inventory fair value adjustment (Note 2)

 

 

160

 

 

101

 

 

 

 

 

261

 

 

 

 

AKER transaction cost-Legal (Note 3)

 

 

 

 

 

58

 

 

 

 

 

58

 

 

 

 

Gain on sale of Ireland building (Note 4)

 

 

 

 

 

 

 

 

(413

)

 

 

 

 

(413

)

End of Life program one-time inventory reserve charge (Note 5)

 

 

 

 

 

 

 

 

1,044

 

 

 

 

 

1,044

 

Income tax (benefit) (Note 6)

 

 

(65

)

 

(71

)

 

(127

)

 

(136

)

 

(127

)

 

 



 



 



 



 



 

Net income on a Non-GAAP basis

 

$

1,507

 

$

768

 

$

129

 

$

2,275

 

$

158

 

 

 



 



 



 



 



 


Notes to non-GAAP adjustments:

 

 

Note 1:

In June 2005 & September 2005, we completed the 10% reduction in force that started in February 2005

 

 

Note 2:

In the three months ended September 2005 and December 2005, we sold inventory acquired from Ecera that was written up to fair value in connection with the acquisition.

 

 

Note 3:

In the three months ended September 2005, we wrote off legal charges related to the acquisition of AKER that was not consumated.

 

 

Note 4:

Final settlement/gain on a building sold in Ireland In November 2004.

 

 

Note 5:

In December 2004, we wrote off obsoleted by a product end-of-life program.

 

 

Note 6:

Income tax relating to the Non-GAAP adjustments above.

- more -



Pericom Semiconductor Corporation
Condensed Consolidated Balance Sheets
(In thousands)

 

 

As of
Dec 31, 2005

 

As of
July 2,2005

 

 

 


 


 

 

 

 

(unaudited)

 

 

(unaudited)

 

Assets

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

Cash & cash equivalents

 

$

13,869

 

$

20,902

 

Restricted cash

 

 

822

 

 

0

 

Short-term investments

 

 

116,745

 

 

122,385

 

Accounts receivable

 

 

21,125

 

 

9,442

 

Inventories

 

 

15,745

 

 

13,428

 

Prepaid expenses and other current assets

 

 

1,106

 

 

409

 

Deferred income taxes

 

 

3,792

 

 

5,291

 

 

 



 



 

Total current assets

 

 

173,204

 

 

171,857

 

Property and equipment, net

 

 

19,584

 

 

5,927

 

Investment in investee

 

 

7,827

 

 

5,932

 

Goodwill

 

 

1,890

 

 

1,325

 

Deferred income taxes-non current

 

 

3,455

 

 

2,205

 

Intangibles and other assets

 

 

8,455

 

 

6,749

 

 

 



 



 

Total assets

 

$

214,415

 

$

193,995

 

 

 



 



 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

11,506

 

$

6,899

 

Accrued liabilities

 

 

6,933

 

 

5,470

 

Current portion of long-term debt

 

 

9,480

 

 

0

 

 

 



 



 

Total current liabilities

 

 

27,919

 

 

12,369

 

Long-term debt

 

 

4,407

 

 

0

 

Other long term liabilities

 

 

159

 

 

207

 

 

 



 



 

Total liabilities

 

 

32,485

 

 

12,576

 

Minority interest in consolidated subsidiary

 

 

206

 

 

257

 

 

 



 



 

Total minority Interest

 

 

206

 

 

257

 

Shareholders’ equity:

 

 

 

 

 

 

 

Common stock

 

 

139,939

 

 

141,233

 

Retained earnings and other

 

 

41,785

 

 

39,929

 

 

 



 



 

Total shareholders’ equity

 

 

181,724

 

 

181,162

 

 

 



 



 

Total liabilities and shareholders’ equity

 

$

214,415

 

$

193,995

 

 

 



 



 

- end -