-----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, HRBHduPUH1bgm+oalgbJFrbFXLjwbKgBjfe16kRywYskUb5tmyW990T01vyPFAVF QmhPaZIRnD8FVsSBa6Iy9A== 0001157523-04-006401.txt : 20040715 0001157523-04-006401.hdr.sgml : 20040715 20040715171205 ACCESSION NUMBER: 0001157523-04-006401 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040715 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLX TECHNOLOGY INC CENTRAL INDEX KEY: 0000850579 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943008334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25699 FILM NUMBER: 04916385 BUSINESS ADDRESS: STREET 1: 870 MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 4087749060 8-K 1 a4681377.txt PLX TECHNOLOGY 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): July 15, 2004 PLX TECHNOLOGY, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) DELAWARE ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 000-25699 94-3008334 ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 870 Maude Avenue, Sunnyvale, California 94085 -------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (408) 774-9060 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits - --- -------- 99.1 Press release dated July 15, 2004. Item 12. Results of Financial Operations and Financial Condition. On July 15, 2004, PLX Technology, Inc. issued a press release announcing preliminary earnings results for the second quarter of 2004. A copy of the press release is attached as Exhibit 99.1. 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. PLX TECHNOLOGY, INC. (the Registrant) By: /s/ Rafael Torres ----------------- Rafael Torres Vice President, Finance, Chief Financial Officer and Secretary Dated: July 15, 2004 EX-99.1 2 a4681377ex991.txt PRESS RELEASE EXHIBIT 99.1 PLX Technology, Inc. Reports Second-Quarter 2004 Financial Results SUNNYVALE, Calif.--(BUSINESS WIRE)--July 15, 2004--PLX Technology, Inc. (Nasdaq:PLXT) today announced financial results for the second quarter ended June 30, 2004. For the second quarter, PLX reported net revenues of $14.0 million, a 20 percent increase from the $11.6 million reported for the first quarter of 2004 and a 62 percent increase from the $8.7 million reported for the second quarter of 2003. Net revenues for the first six months of 2004 were $25.7 million, a 49 percent increase from the $17.2 million reported for the first six months of 2003. During the second quarter, PLX completed the acquisition of NetChip Technology, Inc. for a purchase price of approximately $22.2 million. PLX took an acquisition-related charge of $1.1 million, or approximately $0.05 per share (diluted), for the write-off of purchased in-process research and development in the second quarter. Net loss under U.S. generally accepted accounting principles (GAAP), which included the effect of acquisition-related costs, was $0.5 million, or a loss of $0.02 per share (diluted), for the second quarter of 2004. This compared with a net loss under GAAP of $1.9 million, or a loss of $0.09 per share (diluted), for the second quarter of 2003 and net income under GAAP of $0.3 million, or $0.01 per share (diluted), for the prior quarter. Net losses for the first six months of 2004 were $0.3 million, or a loss of $0.01 per share (diluted), compared to net losses of $2.7 million, or a loss of $0.13 per share (diluted), for the first six months of 2003. Pro forma net income for the second quarter of 2004, which excluded the effect of acquisition-related costs, was $1.1 million, or $0.04 per share (diluted). This compared with pro forma net loss of $0.5 million, or a loss of $0.02 per share (diluted), for the same quarter a year ago, and with pro forma net income of $0.6 million, or $0.02 per share (diluted), for the prior quarter. Pro forma net income for the first six months of 2004 were $1.6 million, or $0.06 per share (diluted), compared to pro forma net losses of $0.7 million, or a loss of $0.03 per share (diluted), for the first six months of 2003. A reconciliation between net income (loss) under GAAP and pro forma net income (loss) is provided in a table immediately below the Pro Forma Consolidated Statements of Operations. The company's gross margin for the second quarter of 2004 was 65 percent, as compared with 72 percent for the prior quarter. The sequential decrease in gross margin was due primarily to an expected change in the company's product and customer mix associated with the acquisition of NetChip. Pro forma operating expenses for the second quarter of 2004 were $8.1 million, as compared with $7.7 million for the prior quarter. The sequential increase was due primarily to an increase in engineering staff associated with the acquisition of NetChip, as well as an increase in mask fabrication, prototyping and other external engineering expenses associated with the development of PCI Express(TM) and PCI Bridge products. At June 30, 2004, cash, cash equivalents and total investments increased to $31.3 million, from $25.1 million at March 31, 2004. "Since the first quarter, PLX achieved important milestones in its program to expand its interconnect silicon leadership," said Mike Salameh, president and chief executive officer of PLX Technology. "We taped out our first products for the emerging PCI Express standard, sampled the production versions of our PCI-X bridges and completed the acquisition of NetChip. NetChip provides the company with a leadership position in the USB market and we believe that NetChip's PCI Express products currently in development will enhance PLX's PCI Express market opportunity. "We estimate that third quarter revenues will be between $15 million and $16 million. We expect gross margins to be between 60 percent and 64 percent. "We anticipate that third quarter operating expenses on a GAAP basis will be between $9.9 million and $10.4 million. On a pro forma basis, which would exclude acquisition-related costs estimated to be approximately $0.7 million, we expect operating expenses to be between $9.2 million and $9.7 million. The expected sequential growth in expenses would be due to mask charges and other variable external engineering expenses related to PCI Express chips plus the additional operating expenses of NetChip. Assuming that most of the added external engineering expenses for these tapeouts occur in the third quarter, we expect fourth quarter tapeout-related expenses to decline on a sequential basis, resulting in lower total pro forma operating expenses. The timing of the expenses would depend on the timing of actual mask and prototype fabrication." PLX(R) management plans to conduct a conference call today at 2:00 p.m. PDT to discuss its second quarter financial results, as well as its third quarter outlook. There will also be a live Webcast and a replay of the conference call available through the Investors section of the PLX Web site at www.plxtech.com until July 22, 2004. For the live Webcast, listeners should go to the Web site at least 15 minutes before the event starts to download and install any necessary audio software. The archived Webcast is typically available one to two hours after the end of the live conference call. USE OF PRO FORMA FINANCIAL INFORMATION: In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, PLX reports pro forma financial results. Pro forma net income (loss) and earnings (loss) per share exclude acquisition-related charges, such as amortization of purchased intangible assets and deferred compensation. PLX's management believes these pro forma measures are useful to investors because they provide supplemental information that facilitates comparisons with prior periods. Management uses these pro forma measures to evaluate its financial results, develop budgets and manage expenditures. The method PLX uses to produce pro forma results is not computed according to GAAP, is likely to differ from the methods used by other companies and should not be regarded as a replacement for corresponding GAAP measures. Investors are encouraged to review the reconciliation of these pro forma financial measures to the comparable GAAP results, which are provided in a table immediately below the Pro Forma Consolidated Statements of Operations. About PLX PLX Technology, Inc. (www.plxtech.com), based in Sunnyvale, Calif., USA, is the leading supplier of standard I/O interconnect silicon to the communications, server, storage, embedded-control, and consumer industries. The PLX solution provides a competitive edge to customers through an integrated combination of high-performance silicon, hardware and software design tools, and partnerships. These innovative solutions are designed to enable customers to develop communications equipment with industry-leading performance, scalability and reliability. Furthermore, the combination of PLX product features, supporting development tools and partnerships allows customers to bring their designs to market faster. PLX PCI I/O Accelerator and HyperTransport Tunnel-to-Dual PCI-X devices are designed into a wide variety of embedded PCI communication systems, including switches, routers, line cards, media gateways, base stations, access multiplexors and remote access concentrators. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This release includes statements that qualify as forward-looking statements under the Private Securities Litigation Reform Act of 1995. These include statements about the company's estimated revenues, estimated expenses, estimated gross margins, and estimated ongoing acquisition-related costs for the third quarter of 2004. Such statements involve risks and uncertainties which may cause actual results to differ materially from those set forth in the statements. Factors that could cause actual results to differ materially include risks and uncertainties, such as reduced demand for products of electronic equipment manufacturers which include the company's products, due to adverse economic conditions in general or those specifically affecting the company's markets, technical difficulties and delays in the development process, errors in the products, reduced backlog for the company's customers and unexpected expenses. Please refer to the documents filed by the company with the SEC from time to time, including, but not limited, to the Annual Report on Form 10-K for the year ended December 31, 2003 and our quarterly report on Form 10-Q for the quarter ended March 31, 2004, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements. All forward-looking statements are made as of today, and the company assumes no obligation to update such statements. PLX TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per share amounts) Three Months Ended Six Months Ended June 30 June 30 March 31 June 30 ------- 2004 2003 2004 2004 2003 ---- ---- ---- ---- ---- Net revenues $14,016 $8,660 $11,642 $25,658 $17,163 Cost of revenues 4,925 2,518 3,229 8,154 5,033 ------ ------ ------ ------ ------ Gross margin 9,091 6,142 8,413 17,504 12,130 Operating expenses: Research and development 4,394 3,893 4,057 8,451 7,606 Selling, general and administrative 3,768 3,193 3,678 7,446 6,251 In-process research and development 1,123 875 - 1,123 875 Amortization of purchased intangible assets 442 204 297 739 337 ------ ------ ------ ------ ------ Total operating expenses 9,727 8,165 8,032 17,759 15,069 Income (loss) from operations (636) (2,023) 381 (255) (2,939) Interest income and other, net 99 102 68 167 210 ------ ------ ------ ------ ------ Income (loss) before provision for income taxes (537) (1,921) 449 (88) (2,729) Provision (benefit) for income taxes - (24) 172 172 (16) ------ ------ ------ ------ ------ Net income (loss) $(537) $(1,897) $277 $(260) $(2,713) ====== ====== ====== ====== ====== Basic net income (loss) per share $(0.02) $(0.09) $0.01 $(0.01) $(0.13) ====== ====== ====== ====== ====== Shares used to compute basic per share amounts 24,850 22,214 23,876 24,363 21,678 ====== ====== ====== ====== ====== Diluted net income (loss) per share $(0.02) $(0.09) $0.01 $(0.01) $(0.13) ====== ====== ====== ====== ====== Shares used to compute diluted per share amounts 24,850 22,214 25,181 24,363 21,678 ====== ====== ====== ====== ====== PLX TECHNOLOGY, INC. PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (Excluding Acquisition-Related Costs and Amortization of Intangible Assets) (Unaudited) (in thousands, except per share amounts) Three Months Ended Six Month Ended June 30 June 30 March 31 June 30 ------- 2004 2003 2004 2004 2003 ---- ---- ---- ---- ---- Net revenues $14,016 $8,660 $11,642 $25,658 $17,163 Cost of revenues 4,925 2,518 3,229 8,154 5,033 -------- -------- -------- -------- -------- Gross margin 9,091 6,142 8,413 17,504 12,130 Operating expenses: Research and development 4,379 3,534 4,048 8,427 6,790 Selling, general and administrative 3,755 3,184 3,669 7,424 6,242 -------- -------- -------- -------- -------- Total operating expenses 8,134 6,718 7,717 15,851 13,032 Income (loss) from operations 957 (576) 696 1,653 (902) Interest income and other, net 99 102 68 167 210 -------- -------- -------- -------- -------- Income (loss) before provision for income taxes 1,056 (474) 764 1,820 (692) Provision for income taxes - 4 172 172 12 -------- -------- -------- -------- -------- Net income (loss) $1,056 $(478) $592 $1,648 $(704) ======== ======== ======== ======== ======== Basic net income (loss) per share $0.04 $(0.02) $0.02 $0.07 $(0.03) ======== ======== ======== ======== ======== Shares used to compute basic per share amounts 24,850 22,214 23,876 24,363 21,678 ======== ======== ======== ======== ======== Diluted net income (loss) per share $0.04 $(0.02) $0.02 $0.06 $(0.03) ======== ======== ======== ======== ======== Shares used to compute diluted per share amounts 26,678 22,214 25,181 25,975 21,678 ======== ======== ======== ======== ======== A reconciliation between net income (loss) on a GAAP basis and pro forma net income (loss) is as follows: GAAP net income (loss) $(537) $(1,897) $277 $(260) $(2,713) In-process research and development 1,123 875 - 1,123 875 Amortization of deferred stock-based compensation 28 368 18 46 825 Amortization of purchased intangible assets 442 204 297 739 337 Income tax effect - (28) - - (28) -------- -------- -------- -------- -------- Pro forma net income (loss) $1,056 $(478) $592 $1,648 $(704) ======== ======== ======== ======== ======== PLX TECHNOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) June 30, December 31, 2004 2003 (1) ---- ------- (unaudited) ASSETS Cash and investments $31,335 $23,056 Accounts receivable, net 6,192 4,998 Inventories 3,487 1,893 Property and equipment, net 30,477 31,068 Goodwill 27,840 15,998 Other intangible assets 7,970 2,730 Other assets 1,949 2,060 ----------- -------- Total assets $109,250 $81,803 =========== ======== LIABILITIES Accounts payable $4,005 $1,768 Accrued compensation and benefits 2,003 1,427 Deferred revenues 1,290 991 Accrued commissions 354 368 Other accrued expenses 2,853 1,228 ----------- --------- Total liabilities 10,505 5,782 ----------- --------- STOCKHOLDERS' EQUITY Common stock, par value 26 24 Additional paid-in capital 108,410 84,508 Deferred compensation (868) (44) Notes receivable for employee stock purchases - (70) Accumulated other comprehensive income (215) (49) Accumulated deficit (8,608) (8,348) ----------- --------- Total stockholders' equity 98,745 76,021 ----------- --------- Total liabilities and stockholders' equity $109,250 $81,803 =========== ========= (1) Derived from audited financial statements CONTACT: CommonGround Communications (for PLX) Jerry Steach, 415-222-9996 jsteach@plxtech.com or PLX Technology, Inc. Rafael Torres, 408-774-9060 rtorres@plxtech.com -----END PRIVACY-ENHANCED MESSAGE-----