-----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, DzVu7SFaJvt0Bliwmq4eevZPeCPlz/BHMxtPFcNoEqv8iXFTlEbw7VgSiVEgxdCW docWagt9IEua5r9n+FO9FQ== 0001275287-06-004486.txt : 20060816 0001275287-06-004486.hdr.sgml : 20060816 20060816161553 ACCESSION NUMBER: 0001275287-06-004486 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060816 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060816 DATE AS OF CHANGE: 20060816 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: 061038430 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 ps6895.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 16, 2006 PERICOM SEMICONDUCTOR CORPORATION (Exact Name of Registrant as Specified in its Charter) California (State or Other Jurisdiction of Incorporation) 0-27026 77-0254621 (Commission (I.R.S. Employer File Number) 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 August 16, 2006, Pericom Semiconductor Corporation issued a press release announcing earnings for the fiscal fourth quarter ended July 1, 2006. A copy of the press release is attached as Exhibit 99.1. The information in this Item 2.02 and the attached exhibit of 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 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW. On August 15, 2006, management of the Company advised the Company's Audit Committee that it had made a determination that its method of accounting for certain capitalized new product research and development costs was inconsistent with generally accepted accounting principles. Management and the Audit Committee also discussed this matter with the Company's independent registered public accounting firm, Burr, Pilger & Mayer LLP. As a result, the Audit Committee concurs with management's conclusion that the prior accounting for certain capitalized new product research and development costs was in error and will require a restatement of its financial statements for the quarters ended October 1, 2005, December 31, 2005 and April 1, 2006. The restatement relates to the accounting treatment of certain capitalized mask production costs that were incorrectly amortized as research and development expense when it should have been amortized as cost of sales. Accordingly, the Company has determined that its previously issued financial statements for the quarters ended October 1, 2005, December 31, 2005 and April 1, 2006, should no longer be relied upon. The Company anticipates filing the corrections to its financial statements in conjunction with the filing of its Annual Report of Form 10-K for the year ended July 1, 2006. Management is considering the effect of these restatements on its evaluation of disclosure controls and procedures and internal controls over financial reporting. ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (d) 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 August 16, 2006. 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/ Alex Hui ---------------------------------- Alex Hui President, Chief Executive Officer By: /s/ Angela Chen ---------------------------------- Angela Chen President, Chief Financial Officer Date: August 16, 2006 EX-99.1 2 ps6895ex991.txt EXHIBIT 99.1 Exhibit 99.1 CONTACT: Pericom Semiconductor Corporation Alex Hui/Angela Chen Tel: 408-435-0800 ahui@pericom.com/achen@pericom.com PERICOM SEMICONDUCTOR REPORTS FISCAL Q4 AND FULL YEAR RESULTS FOR FISCAL 2006 Q4 2006 Revenues up 38.7 percent over Q4 2005 San Jose, Calif. - Aug. 16, 2006 - Pericom Semiconductor Corporation (NASDAQ: PSEM) today announced results for its fiscal fourth quarter and full fiscal year ended July 1, 2006. Net revenues in the fourth quarter were $29.3 million, up 5.2 percent from revenues in the preceding quarter and up 38.7 percent from $21.1 million in the comparable period last year. Net income in the quarter was $2.1 million, or $0.08 per share (diluted), compared with net income (restated) of $1.8 million, or $0.07 per share (diluted), in the preceding quarter and versus net income of $1.2 million, or $0.04 per share (diluted), in the comparable period a year ago. Net revenues for the year ended July 1, 2006 were $105.9 million, up 33.1 percent from $79.6 million a year ago. Net income for the year ended July 1, 2006 was $6.0 million, or $0.22 per share (diluted), compared with net income of $927,000, or $0.03 per share (diluted), in the prior year comparable period. "We are very pleased with our 38.7 percent revenue increase over the fourth quarter of last year, as well as our third consecutive quarter of operating profit," said Alex Hui, president and chief executive officer of Pericom. "Fiscal 2006 was a year of key accomplishments: we successfully acquired and integrated eCera, a leading Taiwanese FCP Company; significantly improved the operating performance of our Chinese sister Company, PTI; and emerged as a strong player in the fast-growing PCI Express market," he said. NEWS RELEASE, August 16, 2006 "Our integrated circuit (IC) focus products--of Analog Switch, Clock, Bridge and Re-Driver--increased to approximately 61.4 percent of IC total revenue in the fourth quarter, evidence of the acceptance of our new product offerings and our penetration into new market segments. We are seeing new design wins for our PCI Express products including Re-Driver, Packet Switch and Bridge, and are sampling more customers in this quarter. Our focus is to continue to leverage our leading edge Signal Switching, Signal Conditioning and System Timing products to offer a complete interface solution to our served markets" The Company is also issuing restated financial results for the first three quarters of fiscal 2006, reflecting the reclassification of certain capitalized new product mask production costs that were amortized as research and development expense when they should have been amortized as cost of sales. There is no profit or loss impact as a result of the reclassification. The comparisons with the previous reported results are included in the financial tables section of this release. Q4 NEW PRODUCTS SiliconConnect The Company released the first three products of its new PCI Express Bridge and Packet Switch families for general customer sampling, including one 4-port PCI Express Packet Switch and two PCI Express to PCI and PCI-X Bridge products. Receiving broad customer acceptance, these new product families are targeted at high-growth Computer, Consumer, Communications, Graphics and Embedded applications requiring high-performance, low-power, and advanced feature capabilities. SiliconSwitch Pericom launched two new LVDS (PI2LVDxxx) analog switches, targeting notebook video applications. Four new analog switches (PI3Axxx) for handheld applications were released, one of which has already found a major design win at a key mobile phone manufacturer. The Company also delivered two new mobile analog switches (PI3USBxxx) featuring support for both next generation USB as well as Audio. 3545 North First Street San Jose, CA 95134 (408) 435-0800 NEWS RELEASE, August 16, 2006 SiliconClock Pericom released samples of five new Spread-spectrum clock generators and VCXO's targeting LCD projectors, LCD televisions, DLP projectors and Set-top box applications. Frequency Control (SaRonix division) The Company began sampling its new family of LVDS clock oscillators, operating at 3.3V (SDS383) and 2.5V (SDS382), to beta customers. These new families feature improved performance and lower cost than the legacy SDS3811 series. Fiscal Q1 2007 QUARTER OUTLOOK The following statements are based on current expectations. These statements are forward looking, and actual results may differ materially. o The Company continues to be in a high turns environment and therefore revenue visibility remains limited. Depending upon the strength of turns orders, revenues are expected to be in the range of $29.5 million to $30.5 million in the first quarter. Gross margins are expected to be in the 35 percent to 37 percent range. o Operating expenses are expected to increase to a range of $9.5 million to $9.9 million, primarily as a result of SOX consulting and audit fees related to the Company's currently on-going annual audit.c o Other income is expected to be approximately $1.1 million, consisting primarily of interest income. o Equity in net income (loss) of investees will decrease in the current quarter to $250,000 from the prior quarter of $736,000. The reasons for this decrease in net income will be discussed today within the Company's conference call. 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. NEWS RELEASE, August 16, 2006 CONFERENCE CALL Pericom's fourth quarter results 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 4414919. A replay of the fourth 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 4414919. The conference call will be simultaneously Webcast live at: www.pericom.com/investor followed by an on-demand Webcast beginning at 4:30 p.m. Pacific time today (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 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, Calif., 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 `Fiscal Q1, 2007 Quarter Outlook' and statements regarding the continued market acceptance of the Company's new products and the Company's improving operating performance, and its recognition of income from PTI. 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 our quarterly filings on Form 10-Q for the quarters ended September 30, 2005, December 31, 2005 and March 31, 2006 and, in particular, the risk factors sections of that filing. NEWS RELEASE, August 16, 2006 Pericom Semiconductor Corporation Consolidated Statements of Operations (In thousands, except per share data) (unaudited)
Three Months Ended Twelve Months Ended ------------------------------------- ------------------------ Jul 1, Apr 1, Jul 2, Jul 1, Jul 2, 2006 2006 2005 2006 2005 ---------- ---------- ---------- ---------- ---------- (Restated) Net revenues $ 29,288 $ 27,847 $ 21,121 $ 105,878 $ 79,557 Cost of revenues 19,047 18,402 12,940 69,374 50,764 ---------- ---------- ---------- ---------- ---------- Gross profit 10,241 9,445 8,181 36,504 28,793 Operating expenses: Research and development 4,174 3,925 3,992 15,492 15,767 Selling, general and administrative 4,921 4,394 4,150 18,490 15,538 Restructuring Charge 0 0 51 55 294 ---------- ---------- ---------- ---------- ---------- Total 9,095 8,319 8,193 34,037 31,599 Income (loss) from operations 1,146 1,126 (12) 2,467 (2,806) Other income, net 835 888 1,042 3,533 3,761 Write down of nonmarketable investment 0 (31) (5) (64) (105) ---------- ---------- ---------- ---------- ---------- Income before income taxes 1,981 1,983 1,025 5,936 850 Income tax expense 607 641 120 1,852 27 Minority income in consolidated subsidiary 6 32 26 99 58 Equity in income of unconsolidated subsidiary 724 464 242 1,796 46 ---------- ---------- ---------- ---------- ---------- Net income $ 2,104 $ 1,838 $ 1,173 $ 5,979 $ 927 ========== ========== ========== ========== ========== Basic earnings per share $ 0.08 $ 0.07 $ 0.04 $ 0.23 $ 0.04 ========== ========== ========== ========== ========== Diluted earnings per share $ 0.08 $ 0.07 $ 0.04 $ 0.22 $ 0.03 ========== ========== ========== ========== ========== Shares used in computing basic earnings per share 26,206 26,207 26,371 26,254 26,476 ========== ========== ========== ========== ========== Shares used in computing diluted earnings per share 26,879 26,984 27,076 26,994 27,188 ========== ========== ========== ========== ==========
Note: The restatement is the result of certain capitalized mask production costs that were incorrectly amortized as research and development expense when they should have been amortized as cost of sales. As a result of the restatement, engineering expenses decreased and Cost of Sales increased in each quarter of fiscal 2006. - more - NEWS RELEASE, August 16, 2006 Pericom Semiconductor Corporation Consolidated Statements of Operations - GAAP (In thousands, except per share data) (unaudited)
Three Months Ended Three Months Ended Three Months Ended ------------------------ ------------------------ ------------------------ Apr 1, Apr 1, Dec 31, Dec 31, Oct 1, Oct 1, 2006 2006 2006 2005 2005 2005 ---------- ---------- ---------- ---------- ---------- ---------- As As As Previously As Previously As Previously As Reported Restated Reported Restated Reported Restated Net revenues $ 27,847 $ 27,847 $ 26,270 $ 26,270 $ 22,473 $ 22,473 Cost of revenues 18,157 18,402 16,719 16,958 14,729 14,967 ---------- ---------- ---------- ---------- ---------- ---------- Gross profit 9,690 9,445 9,551 9,312 7,744 7,506 Operating expenses: Research and development 4,170 3,925 3,879 3,640 3,991 3,753 Selling, general and administrative 4,394 4,394 4,993 4,993 4,182 4,182 Restructuring charge 0 0 0 0 55 55 ---------- ---------- ---------- ---------- ---------- ---------- Total 8,564 8,319 8,872 8,633 8,228 7,990 Income (loss) from operations 1,126 1,126 679 679 (484) (484) Other income, net 888 888 912 912 898 898 Write down of nonmarketable investment (31) (31) (33) (33) 0 0 ---------- ---------- ---------- ---------- ---------- ---------- Income before income taxes 1,983 1,983 1,558 1,558 414 414 Income tax expense 641 641 467 467 137 137 Minority income in consolidated subsidiary 32 32 38 38 23 23 Equity in income of unconsolidated subsidiary 464 464 283 283 325 325 ---------- ---------- ---------- ---------- ---------- ---------- Net income $ 1,838 $ 1,838 $ 1,412 $ 1,412 $ 625 $ 625 ========== ========== ========== ========== ========== ========== Basic earnings per share $ 0.07 $ 0.07 $ 0.05 $ 0.05 $ 0.02 $ 0.02 ========== ========== ========== ========== ========== ========== Diluted earnings per share $ 0.07 $ 0.07 $ 0.05 $ 0.05 $ 0.02 $ 0.02 ========== ========== ========== ========== ========== ========== Shares used in computing basic earnings per share 26,207 26,207 26,253 26,253 26,352 26,352 ========== ========== ========== ========== ========== ========== Shares used in computing diluted earnings per share 26,984 26,984 26,972 26,972 27,143 27,143 ========== ========== ========== ========== ========== ==========
Note: The restatement is the result of certain capitalized mask production costs that were incorrectly amortized as Research and Development expense when they should have been amortized as cost of sales. As a result of the restatement, engineering expenses decreased and Cost of Sales increased in each quarter of fiscal 2006. - more - NEWS RELEASE, August 16, 2006 Pericom Semiconductor Corporation Condensed Consolidated Balance Sheets (In thousands) (unaudited)
As of As of Jul 1, 2006 Jul 2, 2005 ------------ ------------ Assets Current Assets: Cash & cash equivalents $ 12,577 $ 20,902 Retricted Cash 950 - Short-term investments 52,761 122,385 Accounts receivable 23,306 9,442 Inventories 16,742 13,428 Prepaid expenses and other current assets 508 409 Deferred income taxes 4,709 5,291 ------------ ------------ Total current assets 111,553 171,857 Property and equipment, net 24,376 5,927 Investment in unconsolidated subsidiary 8,899 5,932 Deferred income taxes-non current 5,043 2,205 Long term marketable securities 56,297 0 Intangibles and other assets 7,518 8,074 ------------ ------------ Total assets $ 213,686 $ 193,995 ============ ============ Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 10,435 $ 6,899 Accrued liabilities 7,243 5,470 Current portion of long-term debt 5,756 0 ------------ ------------ Total current liabilities 23,434 12,369 Long-term debt 3,482 0 Deferred income tax-non current 1,288 0 Other long term liabilities 402 207 ------------ ------------ Total liabilities 28,606 12,576 ------------ ------------ Minority interest in consolidated subsidiary 969 257 ------------ ------------ Shareholders' equity: Common stock 138,483 141,233 Retained earnings and other comprehensive loss 45,628 39,929 ------------ ------------ Total shareholders' equity 184,111 181,162 ------------ ------------ Total liabilities and shareholders' equity $ 213,686 $ 193,995 ============ ============
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