-----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, U9nLiUkrjrUAklAYTowrGBAGvb8c786rYnRArh5ZOxy2mlw5I68Y/1gOmxlkkk9o sK7KJ/ixWScQlJndEFLVHw== 0001157523-07-000632.txt : 20070125 0001157523-07-000632.hdr.sgml : 20070125 20070125164922 ACCESSION NUMBER: 0001157523-07-000632 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070125 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070125 DATE AS OF CHANGE: 20070125 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: 07553532 BUSINESS ADDRESS: STREET 1: 870 MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 4087749060 MAIL ADDRESS: STREET 1: 870 MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 8-K 1 a5318823.txt PLX TECHNOLOGY INC. 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 25, 2007 (January 25, 2007) 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) 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 (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 January 25, 2007, PLX Technology Inc., a Delaware corporation (the "Company"), issued a press release announcing financial results for the fourth quarter and fiscal year 2006. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS On January 25, 2007, PLX Technology Inc., a Delaware corporation (the "Company"), issued a press release announcing financial results for the fourth quarter and fiscal year 2006. The press release issued on January 25, 2007, by the Company is attached hereto as Exhibit 99.1 and incorporated herein by reference. (c) Exhibits. The following exhibit is being filed with this Current Report on Form 8-K: Exhibit Number Description - -------------- ----------- 99.1 Press Release, dated as of January 25, 2007, announcing PLX Technology's financial results for the fourth quarter and fiscal year 2006. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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/ STEPHEN LOH --------------- Stephen Loh Interim Chief Financial Officer Dated: January 25, 2007 EX-99.1 2 a5318823ex991.txt PLX TECHNOLOGY INC. EXHIBIT 99.1 Exhibit 99.1 PLX Technology, Inc. Reports Fourth Quarter and Fiscal Year 2006 Financial Results For the Fiscal Year: -- 49 Percent Net Revenue Growth -- PCI Express Revenues Increase Fourfold -- GAAP EPS of $0.10 vs. loss of ($0.06) for Fiscal Year 2005 -- Generated $7.3 million in cash For the Fourth Quarter: -- 37 Percent Net Revenue Growth Year over Year -- PCI Express Revenues Double Year over Year Business Editors/High-Tech Editors SUNNYVALE, Calif.--(BUSINESS WIRE)--Jan. 25, 2007--PLX Technology, Inc. (NASDAQ:PLXT) today announced financial results for the fourth quarter and fiscal year ended December 31, 2006. "Our performance in 2006 confirmed the success of our long-term growth strategy," said Michael Salameh, PLX Technology's chief executive officer. "Compared to 2005, full-year revenues increased by 49 percent, accompanied by a $7.3 million growth in cash and investments and substantial growth in net income. While our PCI I/O and USB product lines recorded healthy growth, the main driver of our overall growth was the revenue ramp of our focus PCI Express(R) product line, which finished 2006 with $18 million in revenues, more than four times revenues of the prior year. Included in the customer designs in production in the fourth quarter were products of three of the leading server suppliers, four of the leading storage suppliers plus leading suppliers of graphics, PC peripherals, embedded computing and communications systems. "During 2006, we continued to invest in PCI Express. Including the new 24-, 32- and 48-lane switches we announced last week, over the last twelve months we nearly doubled the number of PCI Express products now available. To date, we have shipped samples or development systems to nearly 600 different customers, which confirms the breadth of the market and the interest in our products. "We believe that our 2006 PCI Express revenue is just the tip of the iceberg of the long term potential, because of the growth of the market and our leadership position. We expect a broad mix of new customer products to enter production throughout 2007, the largest being new server, storage and PC peripheral products that are in late stages of the design cycle. We also expect an increasing contribution to revenue from new communications and embedded systems designs. We believe that the success of our PCI Express product line will continue to drive total Company revenue growth." Net revenues for the full twelve months of 2006 were $81.4 million, a 49 percent increase from the $54.6 million reported for the full twelve months of 2005. Full-year 2006 net revenues include the $2.8 million one-time pick-up as a result of the Company's change in the first quarter of 2006 from the sell-through method of accounting for distributor revenues to the sell-in method. For the fourth quarter ended December 31, 2006, PLX reported net revenues of $21.0 million. This was 37 percent higher than the $15.4 million reported in the fourth quarter ended December 31, 2005, and flat compared to the $21.0 million reported in the third quarter ended September 30, 2006. Net income for the full twelve months of 2006, under U.S. generally accepted accounting principles (GAAP), which included the effect of acquisition-related amortization of $1,873,000 and share-based compensation of $4,903,000, was $3,006,000, or $0.10 per share (diluted), compared to GAAP net losses of $1,748,000, or a loss of $0.06 per share (diluted), for the full twelve months of 2005. The full-year net loss for 2005 included the effect of acquisition-related amortization of $2,262,000 but does not include the effect of share-based compensation pursuant to Statement of Financial Accounting Standards No. 123R (FAS 123R). GAAP net income for the fourth quarter ended December 31, 2006, which included the effect of acquisition-related amortization of $440,000 and share-based compensation of $1,231,000, was $162,000, or $0.01 per share (diluted). This compares with GAAP net income for the third quarter ended September 30, 2006, of $1,022,000, or $0.04 per share (diluted), which included the effect of acquisition-related amortization of $440,000 and share-based compensation of $1,172,000. This also compares to GAAP net income for the fourth quarter ended December 31, 2005, of $35,000, or $0.00 per share (diluted), which included the effect of acquisition-related amortization of $726,000 but does not include the effect of share-based compensation pursuant to FAS 123R. The Company's gross margin for the fourth quarter ended December 31, 2006, which included the effect of share-based compensation of $13,000, was 56 percent. This compared with 58 percent for the third quarter ended September 30, 2006, which included the effect of share-based compensation of $13,000 and 64 percent for the fourth quarter ended December 31, 2005, which did not include the effect of share-based compensation. The Company recorded an inventory reserve of approximately $549,000, or 2.6 gross margin percentage points in the fourth quarter ended December 31, 2006. The primary reason for the inventory reserve was because certain customers migrated from PCI I/O leaded to lead-free devices much quicker than the Company had expected. The decrease in the year-over-year quarterly gross margin percentage was due primarily to the inventory reserved recorded in the fourth quarter of 2006 and the expected change in the Company's product mix. Operating expenses under GAAP for the fourth quarter ended December 31, 2006, of $11.9 million included $440,000 of acquisition-related amortization and $1,218,000 in share-based compensation of which $732,000 was related to sales, general and administrative expenses and $486,000 was related to research and development expenses. This compares with operating expenses under GAAP of $11.4 million in the third quarter ended September 30, 2006, which included $440,000 of acquisition-related amortization and $1,159,000 of share-based compensation of which $674,000 was related to sales, general and administrative expenses and $485,000 was related to research and development expenses. The Company's balance sheet remained strong. At December 31, 2006, cash and investments grew by $7.3 million, or 21 percent, to $42.3 million from $35.0 million at December 31, 2005. Additionally, there continues to be no debt. Business Outlook The following statements are based on current expectations. The Company does not intend to update, confirm or change this guidance until its first-quarter earnings release, although it may provide additional detail regarding its guidance on today's scheduled conference call. -- Net revenues for the first quarter ended March 31, 2007, are expected to be between $18 million and $19 million, with approximately 27 percent of total revenues attributable to PCI Express products and approximately 11 percent of total revenues attributable to USB products. -- Gross margins are expected to be in the range of 59 percent to 61 percent. -- Operating expenses under GAAP basis are expected to be between $11.6 million and $12.0 million. GAAP operating expenses include the effect of share-based compensation, which is expected to be between $1.0 million and $1.3 million and acquisition-related amortization of approximately $0.4 million. PLX(R) management plans to conduct a conference call today at 2:00 p.m. PST to discuss its fourth-quarter and fiscal year financial results, as well as its first-quarter outlook. The conference call dial-in number is 913-981-4912. 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 http://www.plxtech.com/investors until February 1, 2007. The webcast can also be accessed through www.ccbn.com. 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 call. About PLX PLX Technology, Inc. (www.plxtech.com), based in Sunnyvale, Calif., USA, is the world's leading supplier of PCI Express and other standard I/O interconnect semiconductors to the communications, server, storage, embedded-control, and consumer markets. The company provides a competitive advantage through an integrated combination of experience, high-performance silicon, hardware and software design tools, and global partnerships. These innovative solutions enable our customers to develop equipment with industry-leading performance, scalability and reliability that allows them to bring designs to market faster. 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, estimates of revenues attributable to certain products, estimated expenses, and estimated gross margins for the first quarter of 2007, which are set forth under the caption "Business Outlook," statements regarding the PCI Express and USB product lines and statements about achieving continued growth. 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, adverse economic conditions in general or those specifically affecting the Company's markets, reduced acceptance of the Company's PCI Express products, 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, 2005, and our quarterly report on Form 10-Q for the quarter ended September 30, 2006, 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 and the PLX logo are trademarks of PLX Technology, Inc., which may be registered in some jurisdictions. All other product names that appear in this material are for identification purposes only and are acknowledged to be trademarks or registered trademarks of their respective companies. PLX TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per share amounts) Three Months Ended Twelve Months Ended Dec. 31, Dec. 31, Sept. 30, December 31 ------------------- 2006 2005 2006 2006 (1) 2005 --------- --------- --------- --------- --------- Net revenues $20,963 $15,339 $21,046 $81,425 $54,615 Cost of revenues 9,237 5,462 8,836 33,795 19,613 --------- --------- --------- --------- --------- Gross margin 11,726 9,877 12,210 47,630 35,002 Operating expenses: Research and development 4,884 4,843 5,396 20,194 18,469 Selling, general and administrative 6,582 4,339 5,609 23,848 16,577 Amortization of purchased intangible assets 440 726 440 1,873 2,262 --------- --------- --------- --------- --------- Total operating expenses 11,906 9,908 11,445 45,915 37,308 Income (loss) from operations (180) (31) 765 1,715 (2,306) Interest income and other, net 556 261 484 1,803 823 --------- --------- --------- --------- --------- Income (loss) before provision for income taxes 376 230 1,249 3,518 (1,483) Provision for income taxes 214 195 227 512 265 --------- --------- --------- --------- --------- Net income (loss) $162 $35 $1,022 $3,006 $(1,748) ========= ========= ========= ========= ========= Basic net income (loss) per share $0.01 $0.00 $0.04 $0.11 $(0.06) ========= ========= ========= ========= ========= Shares used to compute basic per share amounts 28,494 27,592 28,241 28,177 27,198 ========= ========= ========= ========= ========= Diluted net income (loss) per share $0.01 $0.00 $0.04 $0.10 $(0.06) ========= ========= ========= ========= ========= Shares used to compute diluted per share amounts 29,320 28,237 28,783 29,050 27,198 ========= ========= ========= ========= ========= (1) The above amounts for the twelve months ended December 31, 2006, include a pick-up in net revenues and cost of revenues of $2,766,076 and $891,009, respectively as a result of the Company's change from the sell-through method of accounting for revenues to the sell-in method whereby revenues are recognized at the time of shipment to a distributor. PLX TECHNOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) December 31 December 31 2006 2005 (1) ----------- ----------- (unaudited) ASSETS Cash and investments $42,323 $35,043 Accounts receivable, net 8,491 6,203 Inventories 8,295 4,328 Property and equipment, net 28,744 29,535 Goodwill 35,818 35,818 Other intangible assets 2,856 4,729 Other assets 2,263 2,255 ----------- ----------- Total assets $128,790 $ 117,911 =========== =========== LIABILITIES Accounts payable $2,995 $4,530 Accrued compensation and benefits 2,417 1,754 Deferred revenues - 1,963 Accrued commissions 1,100 298 Other accrued expenses 1,342 1,877 ----------- ----------- Total liabilities 7,854 10,422 STOCKHOLDERS' EQUITY Common stock, par value 29 28 Additional paid-in capital 128,735 118,313 Accumulated other comprehensive loss (96) (114) Accumulated deficit (7,732) (10,738) ----------- ----------- Total stockholders' equity 120,936 107,489 ----------- ----------- Total liabilities and stockholders' equity $128,790 $ 117,911 =========== =========== (1) Derived from audited financial statements CONTACT: PLX Technology, Inc. Stephen Loh, Interim CFO, 408-774-9060 sloh@plxtech.com or CommonGround Communications (for PLX) Jerry Steach, 415-222-9996 (Editorial) jsteach@plxtech.com -----END PRIVACY-ENHANCED MESSAGE-----