-----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, AR0Yjz4t+bu2s+oOtIc2z5dPXfvi3ZIgfrMP4PetLit426KTRIs7HzfiRDD1v6PE 6WX2c8xkSAKniM8xO7uU4g== 0001275287-06-005470.txt : 20061026 0001275287-06-005470.hdr.sgml : 20061026 20061026160020 ACCESSION NUMBER: 0001275287-06-005470 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061026 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061026 DATE AS OF CHANGE: 20061026 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: 061165911 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 ps7632.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): October 26, 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 October 26, 2006, Pericom Semiconductor Corporation issued a press release announcing earnings for the fiscal first quarter ended September 30, 2006. 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. (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 October 26, 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: October 26, 2006 EX-99.1 2 ps7632ex991.txt EXHIBIT 99.1 Exhibit 99.1 PERICOM SEMICONDUCTOR REPORTS Q1 2007 FINANCIAL RESULTS REVENUES UP 37.2 PERCENT OVER Q1 2006 SAN JOSE, Calif., Oct. 26 /PRNewswire-FirstCall/ -- Pericom Semiconductor Corporation (Nasdaq: PSEM), a worldwide preferred supplier of PCI Express technology used for switching, timing, connecting and signal integrity, today announced results for its first quarter of fiscal 2007, ended Sept. 30, 2006. Net revenues in the first quarter were $30.8 million, up 5.3 percent from revenues in the fourth quarter and up 37.2 percent from the $22.5 million reported in the comparable period last year. Net income in the quarter was $1.6 million, or $0.06 per diluted share compared with net income of $2.1 million, or $0.08 per diluted share in the fourth quarter and versus net income of $0.6 million, or $0.02 per diluted share, in the same period a year ago. "We are very pleased with our revenue growth in Q1, which was driven by increased shipments of our HDMI switch products into digital video applications, and the ramp-up of our PCI Express products for notebooks, servers and graphics applications. We also expanded our product solutions for serial differential protocols and continued to see strong interest from our customers," said Alex Hui, President and Chief Executive officer. Q1 NEW PRODUCTS Continuing to expand upon the PCISIG certified PCI-e Packet Switch and Bridge offerings, Pericom announced Packet24(TM), a family of 4 new PCI Express Packet Switches, ranging from 3 port-12 lanes to 4 ports-24 lanes configurations. These new products provide customers with a higher performance and feature-set to fit their needs; they further broaden Pericom's comprehensive PCI Express offerings. Target applications for Packet24(TM) include high volume blade and motherboard servers, HBA and NIC cards, networking, embedded and storage applications. Enhancing Pericom's product positioning in high growth Digital Video Platforms, the company has launched three new Spread-spectrum clock generators (PI6C345x) and two VCXO's (PI6CX2xx) targeting DLP projectors, DLP TV, HDTV and Digital Set-top box applications. The company also released two new LVPECL differential clocks (PI6C4853xx) for Gigabit Ethernet networking switch clock distribution application. These new products target high growth communication platforms where applications require precise timing distribution. Fiscal Q2 2007 OUTLOOK The following statements are based on current expectations. These statements are forward looking, and actual results may differ materially. * 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 $30.8 million to $31.7 million in the second quarter. Gross margins are expected to be in the 35 percent to 37 percent range. Margins are influenced by the product mix of turns business and sales, if any, of previously written down inventory. * Operating expenses are expected to decrease to a range of $9.0 million to $9.3 million. * Other income is expected to be approximately $1.1 million, consisting primarily of interest income. * Equity in net income (loss) of investees is expected to be approximately $200,000. 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. CONFERENCE CALL Pericom's first quarter results conference call will begin at 1:30 p.m. Pacific time today. The conference call may be accessed by calling (866) 825- 3308 (domestic) or (617) 213-8062 (international) and referencing conference number 40695799. 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 (888) 286-8010 (domestic) or (617) 801-6888 (international) and the access code is 14950279. 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). An archived webcast replay will be available on the web site for 12 months. Pericom Semiconductor Corporation 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 Q2, 2007 Quarter Outlook' and statements regarding the continued strong interest from our customers. 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 for the year ended July 1, 2006 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 ------------------------------------- Sep 30 Jul 1 Oct 1 2006 2006 2005 ---------- ---------- ---------- As Restated Net revenues $ 30,826 $ 29,288 $ 22,473 Cost of revenues 20,394 19,047 14,967 Gross profit 10,432 10,241 7,506 Operating expenses: Research and development 3,942 4,174 3,753 Selling, general and administrative 5,795 4,921 4,182 Restructuring charge 0 0 55 Total 9,737 9,095 7,990 Income (loss) from operations 695 1,146 (484) Other income, net 1,280 835 898 (Write down) of nonmarketable investment (1) 0 0 Income before income taxes 1,974 1,981 414 Income tax 620 607 137 Minority interest in consolidated subsidiary (9) 6 23 Equity in income of unconsolidated subsidiary 280 724 325 Net income $ 1,625 $ 2,104 $ 625 Basic earnings per share $ 0.06 $ 0.08 $ 0.02 Diluted earnings per share $ 0.06 $ 0.08 $ 0.02 Shares used in computing basic earnings per share 26,131 26,206 26,352 Shares used in computing diluted earnings per share 26,714 26,879 27,143 Pericom Semiconductor Corporation Condensed Consolidated Balance Sheets (In thousands) (unaudited) As of As of Sep 30, 2006 Jul 1, 2006 ------------- ------------- Assets Current Assets: Cash & cash equivalents $ 9,788 $ 12,577 Restricted cash 608 950 Short-term investments 78,447 52,761 Accounts receivable 22,270 23,306 Inventories 15,419 16,742 Prepaid expenses and other current assets 787 508 Deferred income taxes 4,109 4,709 Total current assets 131,428 111,553 Property and equipment, net 24,326 24,376 Investment in unconsolidated subsidiaries 9,332 9,056 Deferred income taxes-non current 5,050 5,043 Long term marketable securities 33,615 56,297 Intangibles and other assets 7,273 7,361 Total assets $ 211,024 $ 213,686 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 10,722 $ 10,435 Accrued liabilities 6,617 7,243 Current portion of long-term debt 2,776 5,756 Total current liabilities 20,115 23,434 Long-term debt 2,600 3,482 Deferred income taxes-non current 1,288 1,288 Other long term liabilities 333 402 Total liabilities 24,336 28,606 Minority interest in consolidated subsidiary 978 969 Total minority Interest 978 969 Shareholders' equity: Common stock 138,128 138,483 Retained earnings and other 47,582 45,628 Total shareholders' equity 185,710 184,111 Total liabilities and shareholders' equity $ 211,024 $ 213,686 SOURCE Pericom Semiconductor Corporation -0- 10/26/2006 /CONTACT: Alexis Pascal, alexis@stapleton.com, or Deborah Stapleton, deb@stapleton.com, of Stapleton Communications, +1-650-470-0200, for Pericom Semiconductor Corporation/ /Web site: http://www.pericom.com/ (PSEM) -----END PRIVACY-ENHANCED MESSAGE-----