0001157523-11-002429.txt : 20110428 0001157523-11-002429.hdr.sgml : 20110428 20110428160544 ACCESSION NUMBER: 0001157523-11-002429 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110428 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110428 DATE AS OF CHANGE: 20110428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PMC SIERRA INC CENTRAL INDEX KEY: 0000767920 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942925073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19084 FILM NUMBER: 11788451 BUSINESS ADDRESS: STREET 1: 1380 BORDEAUX DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 408-369-1176 MAIL ADDRESS: STREET 1: ATTENTION: TREASURER STREET 2: 1380 BORDEAUX DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 FORMER COMPANY: FORMER CONFORMED NAME: SIERRA SEMICONDUCTOR CORP DATE OF NAME CHANGE: 19950419 8-K 1 a6700782.htm PMC-SIERRA, INC. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 28, 2011


PMC-SIERRA, INC.
(Exact name of Registrant as specified in its charter)

Delaware

0-19084

94-2925073

(State or other jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer Identification
Number)

1380 Bordeaux Drive
Sunnyvale, CA 94089
(Address of Principal Executive Offices)(Zip Code)

(408) 239-8000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




ITEM 2.02.          Results of Operations and Financial Condition

On April 28, 2011, PMC-Sierra, Inc. (“the Registrant”) issued a press release reporting the financial results for its fiscal first quarter ended March 27, 2011.  The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Form 8-K and the Exhibit, attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

As a supplement to the Registrant's condensed consolidated financial statements presented on a generally accepted accounting principles (“GAAP”) basis, the Registrant provides additional non-GAAP measures for cost of revenues, gross profit, gross profit percentage, research and development expense, selling, general and administrative expense, amortization of purchased intangible assets, restructuring costs and other charges, other income (expense), provision for income taxes, operating expenses, operating income, operating margin percentage, net income (loss), and basic and diluted net income (loss) per share in its press release, along with reconciliations to each of the most comparable GAAP measures.

A non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The Registrant believes that the additional non-GAAP measures are useful to investors for the performance of financial analysis. Management uses these measures internally to evaluate its in-period operating performance and the measures are used for planning and forecasting of the Registrant's future periods. However, non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. Other companies may use different non-GAAP measures and presentation of results.


ITEM 9.01.        Financial Statements and Exhibits

               (d)        Exhibits.

 

99.1

Press release dated April 28, 2011, reporting financial results of the Registrant for its fiscal first quarter ended March 27, 2011.





SIGNATURE

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.

   

PMC-SIERRA, INC.

(Registrant)

 
 

 

Date:

April 28, 2011

By:

/s/ Michael W. Zellner

 

 

Vice President

 

Chief Financial Officer and

Principal Accounting Officer


EXHIBIT INDEX

Exhibit
Number

Description
99.1

Press release dated April 28, 2011, reporting financial results of the Registrant for its fiscal first quarter ended March 27, 2011.

EX-99.1 2 a6700782ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

PMC-Sierra Reports First Quarter 2011 Results

SUNNYVALE, Calif.--(BUSINESS WIRE)--April 28, 2011--PMC-Sierra, Inc. (Nasdaq:PMCS), the premier Internet infrastructure semiconductor solution provider, today reported results for the first quarter ended March 27, 2011.

Net revenues in the first quarter of 2011 were $157.4 million, a year-over-year increase of 3% compared with $152.8 million in the first quarter of 2010, and slightly lower than net revenues of $159.3 million in the fourth quarter of 2010.

In the first quarter of 2011, the Company reported a GAAP net loss of $7.7 million (GAAP net loss per share of $0.03) compared with GAAP net income in the first quarter of 2010 of $27.0 million (GAAP diluted net income per share of $0.12). Non-GAAP net income in the first quarter of 2011 was $30.6 million (non-GAAP diluted net income per share of $0.13) compared with non-GAAP net income of $43.5 million (non-GAAP diluted net income per share of $0.19) in the first quarter of 2010.

“We have been working diligently with our customers to reduce inventories and we currently anticipate a resumption of growth in the second quarter of 2011, led by our enterprise storage business,” said Greg Lang, president and chief executive officer of PMC-Sierra.


Net income on a non-GAAP basis in the first quarter of 2011 excludes the following items: (i) $6.3 million stock-based compensation expense; (ii) $10.4 million acquisition related costs; (iii) $3.4 million lease exit costs; (iv) $11.0 million amortization of purchased intangible assets; (v) $1.0 million foreign exchange loss on foreign tax liabilities; (vi) $0.9 million of non-cash interest expense for the accretion of the debt discount related to the senior convertible notes; (vii) $0.8 million of other items; and (viii) $4.5 million income tax provisions.

For a full reconciliation of GAAP net (loss) income to non-GAAP net income, please refer to the schedule included with this release. The Company believes the additional non-GAAP measures are useful to investors for the purpose of financial analysis. Management uses the non-GAAP measures internally to evaluate its in-period operating performance before gains, losses and other charges that are considered by management to be outside of the Company’s core operating results. In addition, the measures are used to plan for the Company’s future periods. However, non-GAAP measures are neither stated in accordance with, nor are they a substitute for, GAAP measures.

In the first quarter of 2011:

  • In mobile backhaul, PMC-Sierra announced its Universal Front End 4 (UFE4) device that accelerates the transition of carrier networks to Ethernet-based backhaul. The UFE4, when combined with PMC-Sierra’s WinPath3 network processors, offers OEMs a highly integrated platform to deliver end-to-end solutions from cell-site backhaul through hub sites and aggregation equipment.
  • In the Fiber To The Home business, PMC-Sierra introduced the first symmetric and asymmetric 10G EPON OLT devices that incorporate industry-leading traffic management, packet processing, and on-chip redundancy for next generation ultra-broadband services.
  • PMC-Sierra also announced the industry's first EPON ONU devices with integrated Optical Analog Front End technology that significantly reduce the cost of ONU equipment and are optimized for the rapidly growing Fiber To The Home market segment.

First Quarter 2011 Conference Call

Management will review the first quarter 2011 results and share its outlook for the second quarter of 2011 during a conference call at 1:30 pm Pacific Time/4:30 pm Eastern Time on Thursday, April 28, 2011. The conference call webcast will be accessible under the Financial Events and Calendar section at http://investor.pmc-sierra.com/. To listen to the conference call live by telephone, dial 416-640-5925 approximately ten minutes before the start time. A telephone playback will be available after the completion of the call and can be accessed at 647-436-0148 using the access code 3275058. A replay of the webcast will be available for five business days.

Second Quarter 2011 Conference Call

PMC-Sierra is planning on releasing its results for the second quarter of 2011 on July 21, 2011. A conference call will be held on the day of the release to review the quarter and provide an outlook for the third quarter of 2011.

Safe Harbor Statement

This release contains forward-looking statements that involve risks and uncertainties. The Company’s SEC filings describe the risks associated with the Company’s business, including PMC-Sierra’s limited revenue visibility due to variable customer demands, market segment growth or decline, orders with short delivery lead times, customer concentration, changes in inventory, and other items such as foreign exchange rates.


About PMC-Sierra

PMC-Sierra®, the premier Internet infrastructure semiconductor solution provider, offers its customers technical and sales support worldwide through a network of offices in North America, Europe, Israel and Asia. PMC-Sierra provides semiconductor solutions for Enterprise and Channel Storage, Wide Area Network Infrastructure, Fiber To The Home, and Laser Printer/Enterprise market segments. The Company is publicly traded on the NASDAQ Stock Market under the PMCS symbol. For more information, visit www.pmc-sierra.com.

© Copyright PMC-Sierra, Inc. 2011. All rights reserved. PMC and PMC-SIERRA are registered trademarks of PMC-Sierra, Inc. in the United States and other countries. Other product and company names mentioned herein may be trademarks of their respective owners.


PMC-Sierra, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for per share amounts)
(unaudited)
             
Three Months Ended
March 27, December 26, March 28,
2011 2010 2010
 
Net revenues $ 157,434 $ 159,252 $ 152,826
Cost of revenues   59,161     51,636     49,005  
Gross profit 98,273 107,616 103,821
 
Other costs and expenses:
Research and development 54,499 51,574 42,067
Selling, general and administrative 32,209 30,969 22,385
Amortization of purchased intangible assets 11,021 7,396 9,836
Restructuring costs and other charges   -     81     256  
Income from operations 544 17,596 29,277
 
Other (expense) income:
Gain on sale of investment securities 170 281 130
Amortization of debt issue costs (50 ) (50 ) (50 )
Foreign exchange loss (1,474 ) (738 ) (989 )
Interest expense, net (924 ) (1,170 ) (121 )
Recovery of impairment on investment securities - 3,776 -
Gain on investment in Wintegra, Inc.   -     4,509     -  
(Loss) income before provision for income taxes (1,734 ) 24,204 28,247
Provision for income taxes   (5,923 )   (13,290 )   (1,260 )
Net (loss) income $ (7,657 ) $ 10,914   $ 26,987  
 
Net (loss) income per common share - basic $ (0.03 ) $ 0.05 $ 0.12
Net (loss) income per common share - diluted $ (0.03 ) $ 0.05 $ 0.12
 
Shares used in per share calculation - basic 234,058 232,942 229,804
Shares used in per share calculation - diluted 234,058 236,277 233,653
 

As a supplement to the Company's condensed consolidated financial statements presented in accordance with generally accepted accounting principles ("GAAP"), the Company provides additional non-GAAP measures for cost of revenues, gross profit, gross profit percentage, research and development expense, selling, general and administrative expense, amortization of purchased intangible assets, restructuring costs and other charges, other income (expense), provision for income taxes, operating expenses, operating income, operating margin percentage, net income (loss), and basic and diluted net income (loss) per share.

           

A non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP.  The Company believes that the additional non-GAAP measures are useful to investors for the purpose of financial analysis.  Management uses these measures internally to evaluate the Company's in-period operating performance before gains, losses and other charges that are considered by management to be outside of the Company's core operating results.  In addition, the measures are used for planning and forecasting of the Company's future periods.  However, non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures.  Other companies may use different non-GAAP measures and presentation of results.

 
 
PMC-Sierra, Inc.
Adjustments to GAAP Cost of Revenues, Gross Profit, Gross Profit Percentage, Research and Development Expense,
Selling, General and Administrative Expense, Amortization of Purchased Intangible Assets, Restructuring Costs and Other Charges,
Other Income (Expense), Provision for Income Taxes, Operating Expenses, Operating Income,
Operating Margin Percentage, Net Income (Loss), and Basic and Diluted Net Income (Loss) Per Share
(in thousands, except for per share amounts)
(unaudited)
 
Three Months Ended

March 27,

December 26, March 28,

2011(1)

2010(2)

2010(3)

 
GAAP cost of revenues $ 59,161 $ 51,636 $ 49,005
Stock-based compensation (223 ) (218 ) (218 )
Acquisition related costs   (9,064 )   (855 )   -  
Non-GAAP cost of revenues $ 49,874   $ 50,563   $ 48,787  
 
GAAP gross profit $ 98,273 $ 107,616 $ 103,821
Stock-based compensation 223 218 218
Acquisition related costs   9,064     855     -  
Non-GAAP gross profit $ 107,560   $ 108,689   $ 104,039  
 
Non-GAAP gross profit % 68 % 68 % 68 %
 
GAAP research and development expense $ 54,499 $ 51,574 $ 42,067
Stock-based compensation (2,697 ) (2,340 ) (2,164 )
Acquisition related costs   (191 )   (2 )   -  
Non-GAAP research and development expense $ 51,611   $ 49,232   $ 39,903  
 
GAAP selling, general and administrative expense $ 32,209 $ 30,969 $ 22,385
Stock-based compensation (3,395 ) (3,062 ) (2,969 )
Acquisition related costs (1,159 ) (4,696 ) -
Lease exit costs   (3,392 )   -     -  
Non-GAAP selling, general and administrative expense $ 24,263   $ 23,211   $ 19,416  
 
GAAP amortization of purchased intangible assets $ 11,021 $ 7,396 $ 9,836
Amortization of purchased intangible assets   (11,021 )   (7,396 )   (9,836 )
Non-GAAP amortization of purchased intangible assets $ -   $ -   $ -  
 
GAAP restructuring costs and other charges $ - $ 81 $ 256
Restructuring costs and other charges   -     (81 )   (256 )
Non-GAAP restructuring costs and other charges $ -   $ -   $ -  
 
GAAP other (expense) income $ (2,278 ) $ 6,608 $ (1,030 )
Foreign exchange loss on foreign tax liabilities 953 510 962
Accretion of debt discount related to senior convertible notes 853 837 788
Accretion of liability for contingent consideration 476 - -
Interest expense related to short-term loan 258 1,149 -
Recovery of impairment on investment securities - (3,776 ) -
Gain on investment in Wintegra, Inc.   -     (4,509 )   -  
Non-GAAP other income $ 262   $ 819   $ 720  
 
GAAP provision for income taxes $ 5,923 $ 13,290 $ 1,260
(Provision for) recovery of income taxes   (4,541 )   (10,803 )   693  
Non-GAAP provision for income taxes $ 1,382   $ 2,487   $ 1,953  
 
 
Three Months Ended

March 27,

December 26, March 28,

2011(1)

2010(2)

2010(3)

 
GAAP operating expenses $ 97,729 $ 90,020 $ 74,544
Stock-based compensation (6,092 ) (5,402 ) (5,133 )
Acquisition related costs (1,350 ) (4,698 ) -
Lease exit costs (3,392 ) - -
Amortization of purchased intangible assets (11,021 ) (7,396 ) (9,836 )
Restructuring costs and other charges   -     (81 )   (256 )
Non-GAAP operating expenses $ 75,874   $ 72,443   $ 59,319  
 
GAAP operating income $ 544 $ 17,596 $ 29,277
Stock-based compensation 6,315 5,620 5,351
Acquisition related costs 10,414 5,553 -
Lease exit costs 3,392 - -
Amortization of purchased intangible assets 11,021 7,396 9,836
Restructuring costs and other charges   -     81     256  
Non-GAAP operating income $ 31,686   $ 36,246   $ 44,720  
 
Non-GAAP operating margin % 20 % 23 % 29 %
 
GAAP net (loss) income $ (7,657 ) $ 10,914 $ 26,987
Stock-based compensation 6,315 5,620 5,351
Acquisition related costs 10,414 5,553 -
Lease exit costs 3,392 - -
Amortization of purchased intangible assets 11,021 7,396 9,836
Restructuring costs and other charges - 81 256
Foreign exchange loss on foreign tax liabilities 953 510 962
Accretion of debt discount related to senior convertible notes 853 837 788
Accretion of liability for contingent consideration 476 - -
Interest expense related to short-term loan 258 1,149 -
Recovery of impairment on investment securities - (3,776 ) -
Gain on investment in Wintegra, Inc. - (4,509 ) -
Provision for (recovery of) income taxes   4,541     10,803     (693 )
Non-GAAP net income $ 30,566   $ 34,578   $ 43,487  
 
Non-GAAP net income per share - basic $ 0.13 $ 0.15 $ 0.19
Non-GAAP net income per share - diluted $ 0.13 $ 0.15 $ 0.19
 
Shares used to calculate non-GAAP net income per share - basic 234,058 232,942 229,804
Shares used to calculate non-GAAP net income per share - diluted 237,556 236,277 233,653
 

(1) $6.3 million stock-based compensation expense; $10.4 million acquisition related costs; $3.4 million lease exit costs; $11.0 million amortization of purchased intangible assets; $1.0 million foreign exchange loss on foreign tax liabilities; $0.9 million of non-cash interest expense for the accretion of the debt discount related to the senior convertible notes; $0.5 million accretion of liability for contingent consideration; $0.3 million interest expense related to short-term loan; and $4.5 million income tax provision which includes $2.2 million sheltered by the benefit of stock option related loss carry-forwards recognized in equity, $3.6 million income tax provision relating to inter-company transactions, $1.9 million net tax recovery relating to foreign exchange translation of a foreign subsidiary, and $0.6 million arrears interest relating to unrecognized tax benefits.

 

(2) $5.6 million stock-based compensation expense; $5.6 million acquisition related costs; $7.4 million amortization of purchased intangible assets; $0.1 million restructuring costs; $0.5 million foreign exchange loss on foreign tax liabilities; $0.8 million of non-cash interest expense for the accretion of the debt discount related to the senior convertible notes; $1.1 million interest expense related to short-term loan; $3.8 million recovery of impairment on investment securities; $4.5 million gain on investment in Wintegra, Inc., and $10.8 million income tax provision which includes $5.4 million sheltered by the benefit of stock option related loss carry-forwards recognized in equity, $2.9 million income tax provision for adjustments relating to prior periods, $1.9 million income tax provision relating to inter-company transactions, $1.6 million net tax recovery relating to foreign exchange translation of a foreign subsidiary, and $2.2 million arrears interest relating to unrecognized tax benefits.

 

(3) $5.4 million stock-based compensation expense; $9.8 million amortization of purchased intangible assets; $0.3 million restructuring costs; $1.0 million foreign exchange loss on foreign tax liabilities; $0.8 million of non-cash interest expense for the accretion of the debt discount related to the senior convertible notes; and $0.7 million income tax recovery which includes $2.1 million net tax recovery relating to foreign exchange translation of a foreign subsidiary, $1.5 million tax provision relating to inter-company transactions, $0.5 million arrears interest relating to unrecognized tax benefits, $0.5 million deferred tax recovery related to non-deductible intangible asset amortization, and $0.1 million tax provision relating to prior periods.

 

PMC-Sierra, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
         
 
March 27, December 26,
2011 2010
ASSETS:
Current assets:
Cash and cash equivalents $ 126,279 $ 293,355
Short-term investments 79,497 54,801
Accounts receivable, net 80,085 69,263
Inventories, net 37,472 51,133
Prepaid expenses and other current assets 22,986 21,559
Income tax receivable 4,329 4,554
Deferred tax assets   17,451     12,162  
Total current assets 368,099 506,827
 
Investment securities 207,951 235,369
Investments and other assets 9,435 10,687
Prepaid expenses 21,468 22,987
Property and equipment, net 18,856 18,367
Goodwill 520,899 523,712
Intangible assets, net 191,528 202,265
Deferred tax assets 1,263 1,187
Deposits for wafer fabrication capacity   5,145     5,145  
$ 1,344,644   $ 1,526,546  
 
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Short-term loan $ - $ 180,991
Accounts payable 25,325 32,048
Accrued liabilities 67,739 76,566
Liability for unrecognized tax benefit 43,767 40,300
Income taxes payable 1,095 -
Deferred income taxes 2,905 2,823
Accrued restructuring costs 1,119 1,604
Deferred income 17,274 18,231
Liability for contingent consideration   28,670     -  
Total current liabilities 187,894 352,563
 
2.25% senior convertible notes due October 15, 2025, net 62,458 61,605
Liability for contingent consideration - 28,194
Long-term obligations 8,695 8,940
Deferred income taxes 38,064 36,549
Liability for unrecognized tax benefit 18,592 17,908
 

PMC special shares convertible into 1,295 (2010 - 1,370) shares of common stock

1,609 1,716
 
Stockholders' equity:
Common stock and additional paid in capital 1,591,760 1,576,201
Accumulated other comprehensive income 2,431 2,072
Accumulated deficit   (566,859 )   (559,202 )
Total stockholders' equity   1,027,332     1,019,071  
$ 1,344,644   $ 1,526,546  
 

PMC-Sierra, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
         
Three Months Ended
March 27, March 28,
2011 2010
 
Cash flows from operating activities:
Net (loss) income $ (7,657 ) $ 26,987
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization 24,828 14,091
Stock-based compensation 6,315 5,351
Unrealized foreign exchange loss, net 1,360 838
Net amortization of premiums/discounts and accrued interest of investments 1,159 1,364
Accrued interest on short-term loan 589 (413 )
Gain on disposal of investment securities (170 ) (130 )
 
Changes in operating assets and liabilities:
Accounts receivable (10,822 ) (9,504 )
Inventories 4,649 (1,332 )
Prepaid expenses and other current assets (305 ) 3,064
Accounts payable and accrued liabilities (13,435 ) (737 )
Deferred income taxes and income taxes payable 4,326 (12,744 )
Accrued restructuring costs (485 ) (395 )
Deferred income   (957 )   2,313  
Net cash provided by operating activities   9,395     28,753  
 
Cash flows from investing activities:
Purchases of property and equipment (2,937 ) (1,451 )
Purchases of intangible assets (1,194 ) -
Redemption of short-term investments - 4,314
Disposals of investment securities 33,026 27,001
Purchases of investment securities   (31,779 )   (128,788 )
Net cash used in investing activities   (2,884 )   (98,924 )
 
Cash flows from financing activities:
Repayment of short-term loan (180,991 ) -
Proceeds from issuance of common stock   7,086     5,712  
Net cash (used in) provided by financing activities   (173,905 )   5,712  
 
Effect of exchange rate changes on cash and cash equivalents 318 158
Net decrease in cash and cash equivalents (167,076 ) (64,301 )
Cash and cash equivalents, beginning of period   293,355     192,841  
Cash and cash equivalents, end of period $ 126,279   $ 128,540  

CONTACT:
PMC-Sierra, Inc.
Mike Zellner, 1-408-988-1204
Vice President & CFO
or
David Climie, 1-408-988-8276
VP Marketing Communications
or
Susan Shaw, 1-408-988-8515
Sr Manager, Communications