-----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, FEsyJH/K3V9w+d316qIu6hB84VzlEg7okJAEA33rHbZZAGDVcR1itz8QQLpVMLTT xo7rkXTxvlpWc/klzhguOw== 0001275287-07-000434.txt : 20070131 0001275287-07-000434.hdr.sgml : 20070131 20070131170017 ACCESSION NUMBER: 0001275287-07-000434 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070131 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070131 DATE AS OF CHANGE: 20070131 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: 07568818 BUSINESS ADDRESS: STREET 1: 3545 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4084350800 MAIL ADDRESS: STREET 1: 3545 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 ps8738.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): January 31, 2007 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 January 31, 2007, Pericom Semiconductor Corporation issued a press release announcing earnings for the fiscal first quarter ended December 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, 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 January 31, 2007. 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 Chief Financial Officer Date: January 31, 2007 EX-99.1 2 ps8738ex991.txt EXHIBIT 99.1 Exhibit 99.1 CONTACT: Stapleton Communications Alexis Pascal/Deborah Stapleton Tel: 650-470-0200 alexis@stapleton.com/deb@stapleton.com PERICOM SEMICONDUCTOR REPORTS Q2 2007 FINANCIAL RESULTS San Jose, Calif. - Jan. 31, 2007 - 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 second quarter of fiscal 2007, ended Dec. 30, 2006. Net revenues in the second quarter were $30.8 million, flat from the $30.8 million reported in the first quarter and up 17.4 percent from the $26.3 million reported in the comparable period last year. Net income in the quarter was $2.3 million, or $0.08 per diluted share, compared with net income of $1.6 million, or $0.06 per diluted share in the first quarter and net income of $1.4 million, or $0.05 per diluted share, in the same period a year ago. Net revenues for the six-month period ending Dec. 30, 2006 were $61.7 million, up 26.5 percent from the $48.7 million, in the prior year comparable period. Net income for the six-month period ending Dec. 30, 2006 was $3.9 million, or $0.15 per diluted share, compared with net income of $2.0 million, or $0.08 per diluted share, in the same period a year ago. "We are very pleased to have reported a strong sequential increase in both operating and net profit this quarter," said Alex Hui, president and chief executive officer. "Pericom achieved organic revenue growth of 17.4 percent in comparison with the same quarter of last year, through the increasing adoption of our high-speed serial connectivity solutions for USB, Gigabit Ethernet, wireless LAN, HDMI and PCI-Express applications. We expect to sustain this growth momentum in calendar 2007 by targeting the fast growing server, notebook, digital video and mobile terminals markets with our high-speed serial connectivity solutions," he said. NEWS RELEASE, January 31, 2007 Q2 NEW PRODUCTS Pericom expanded its PCI Express offerings with PI7C9X130 PCIe to PCI-X Bridge, the industry's only PCIe 1.1 compliant bridge to receive PCISIG certification to date. Target applications include servers, HBA and NIC cards, networking, embedded and storage applications. The company launched eight new HDMI switches to further expand its solution for HDMI connectivity in digital video applications. These HDMI 1.3 compliant products support multiple HDMI inputs in digital video displays with 12 bit deep color capability. Target applications include digital TVs, LCD monitors, set-top boxes, game consoles, switch box and notebook PCs. The company released two new VCXO devices with PLL clock multipliers that support high frequency applications in digital set-top box, home media center and digital TVs, further enhancing Pericom's product positioning in digital video platforms. Pericom also released three new clock buffers that offer critical reference clock distribution solution in the high growth Gigabit Ethernet switching applications. FISCAL Q3 2007 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 in the third fiscal quarter are expected to be in the range of $29.5 million to $31.0 million. Gross margins are expected to be in the 35 to 36 percent range. Margins are influenced by the product mix of turns business and sales, if any, of previously written down inventory. o Operating expenses are expected to be in the range of $9.3 to $9.8 million. o Other income is expected to be approximately $1.1 million, consisting primarily of interest income. o Equity in net income (loss) of investees is expected to be approximately $100,000. 3545 North First Street San Jose, CA 95134 (408) 435-0800 NEWS RELEASE, January 31, 2007 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. CONFERENCE CALL The press release will be followed by a conference call beginning at 1:30 p.m. Pacific time. To listen to the call, dial (210) 234-0000. The passcode is Pericom. A taped replay of the conference call will be made available for one week. To listen to the replay, dial (203) 369-0175. The Pericom financial results conference call will be available via a live webcast on the investor relations section of the web site at http://www.pericom.com/investor. Access the web site 15 minutes prior to the start of the call to download and install any necessary audio software. An archived webcast replay will be available on the web site for 12 months. About Pericom 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 Q3 2007 Outlook' and statements regarding sustaining our growth momentum. 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, our quarterly report on Form 10-Q for the quarter ended September 30, 2006 and, in particular, the risk factors sections of those filings. - - See Attached Tables - 3545 North First Street San Jose, CA 95134 (408) 435-0800 NEWS RELEASE, January 31, 2007 - -------------------------------------------------------------------------------- PERICOM SEMICONDUCTOR CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED --------------------------------------------- ----------------------------- December 30, September 30, December 31, December 30, December 31, 2006 2006 2005 2006 2005 ------------- ------------- ------------- ------------- ------------- Net revenues $ 30,842 $ 30,826 $ 26,270 $ 61,668 $ 48,743 Cost of revenues 20,176 20,394 16,958 40,570 31,925 ------------- ------------- ------------- ------------- ------------- Gross profit 10,666 10,432 9,312 21,098 16,818 Operating expenses: Research and development 4,040 3,942 3,640 7,982 7,393 Selling, general and administrative 4,919 5,795 4,993 10,714 9,175 Restructuring charge 0 0 0 0 55 ------------- ------------- ------------- ------------- ------------- Total 8,959 9,737 8,633 18,696 16,623 Income from operations 1,707 695 679 2,402 195 Other income, net 1,151 1,280 912 2,431 1,810 Write-down of noncurrent investments 0 (1) (33) (1) (33) ------------- ------------- ------------- ------------- ------------- Income before income taxes 2,858 1,974 1,558 4,832 1,972 Income tax provision 691 620 467 1,311 604 Minority interest in (income) loss of consolidated subsidiaries (21) (9) 38 (30) 61 Equity in net income of unconsolidated affiliates 110 280 283 390 608 ------------- ------------- ------------- ------------- ------------- Net income $ 2,256 $ 1,625 $ 1,412 $ 3,881 $ 2,037 ============= ============= ============= ============= ============= Basic income per share $ 0.09 $ 0.06 $ 0.05 $ 0.15 $ 0.08 ============= ============= ============= ============= ============= Diluted income per share $ 0.08 $ 0.06 $ 0.05 $ 0.15 $ 0.08 ============= ============= ============= ============= ============= Shares used in computing basic income per share 26,113 26,131 26,253 26,122 26,302 ============= ============= ============= ============= ============= Shares used in computing diluted income per share 26,783 26,692 26,972 26,737 27,057 ============= ============= ============= ============= =============
- MORE - - -------------------------------------------------------------------------------- 3545 North First Street San Jose, CA 95134 (408) 435-0800 NEWS RELEASE, January 31, 2007 - -------------------------------------------------------------------------------- PERICOM SEMICONDUCTOR CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
AS OF AS OF DEC 30, 2006 JUL 1, 2006 ------------- ------------- (unaudited) (1) ASSETS CURRENT ASSETS: Cash & cash equivalents $ 13,694 $ 12,577 Restricted cash 613 950 Short-term investments 68,767 52,761 Accounts receivable 22,189 23,306 Inventories 14,625 16,742 Prepaid expenses and other current assets 735 508 Deferred income taxes 3,866 4,709 ------------- ------------- Total current assets 124,489 111,553 Property and equipment, net 24,177 24,376 Investment in unconsolidated subsidiaries 9,458 9,056 Deferred income taxes-non current 5,103 5,043 Long term marketable securities 44,090 56,297 Intangibles and other assets 7,309 7,361 ------------- ------------- Total assets $ 214,626 $ 213,686 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 10,318 $ 10,435 Accrued liabilities 7,540 7,243 Current portion of long-term debt 2,592 5,756 ------------- ------------- Total current liabilities 20,450 23,434 Long-term debt 2,166 3,482 Deferred income taxes-non current 1,288 1,288 Other long term liabilities 281 402 ------------- ------------- Total liabilities 24,185 28,606 Minority interest in consolidated subsidiary 1,000 969 ------------- ------------- Total minority interest 1,000 969 SHAREHOLDERS' EQUITY: Common stock 139,315 138,483 Retained earnings and other 50,126 45,628 ------------- ------------- Total shareholders' equity 189,441 184,111 ------------- ------------- Total liabilities and shareholders' equity $ 214,626 $ 213,686 ============= =============
(1) The information in this column was derived from the Company's audited consolidated financial statements for the year ended July 1, 2006. - END - - -------------------------------------------------------------------------------- 3545 North First Street San Jose, CA 95134 (408) 435-0800 -----END PRIVACY-ENHANCED MESSAGE-----