-----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, OqsEWhuYILRKGcne1rTZtWG0ZNi1t1cImX5/2JFzRfarenN35RMlOYqFLa6NG7tj N/lF600IPB/G1FnYZMDTkg== 0001157523-07-007079.txt : 20070723 0001157523-07-007079.hdr.sgml : 20070723 20070723160441 ACCESSION NUMBER: 0001157523-07-007079 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070723 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070723 DATE AS OF CHANGE: 20070723 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: 07993864 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 a5453781.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): July 23, 2007 (July 23, 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 July 23, 2007, PLX Technology Inc., a Delaware corporation (the "Company"), issued a press release announcing financial results for the second quarter 2007. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS On July 23, 2007, PLX Technology Inc., a Delaware corporation (the "Company"), issued a press release announcing financial results for the second quarter 2007. The press release issued on July 23, 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 July 23, 2007, announcing PLX Technology's financial results for the second quarter 2007. 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/ ARTHUR WHIPPLE --------------------- Arthur Whipple Chief Financial Officer Dated: July 23, 2007 EX-99.1 2 a5453781ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 PLX Technology, Inc. Reports Second-Quarter 2007 Financial Results -- PCI Express Revenues Grow 28 Percent Sequentially -- More than One Million PCI Express Chips Shipped to Date SUNNYVALE, Calif.--(BUSINESS WIRE)--July 23, 2007--PLX Technology, Inc. (NASDAQ:PLXT) today announced financial results for the second quarter ended June 30, 2007. "In the second quarter, we made steady progress in our long term growth initiative, our PCI Express product line," said Michael Salameh, PLX(R) president and chief executive officer. "In addition to recording 28 percent sequential revenue growth in PCI Express, we continued rolling out new products and winning key designs that will maintain and expand our leadership in this growing market. Since we launched the product line we have shipped more than one million PCI Express chips, which are used in a wide range of products, from PC add-in cards to enterprise storage systems. We also continued to increase cash and investments, even as we stepped up the pace of product development to take advantage of new market opportunities. "During the quarter, we announced and started sampling two new PCI Express switches, bringing our PCI Express product line to 17 chips, ranging from single-lane bridges to 48-lane switches. We also expanded our PCI Express customer base and have shipped production units, samples or development systems to more than 700 different customers to date, almost double the number of such customers this time last year. Additionally, our family of PCI Express Gen 2 products is expected to sample later this year. "Further underscoring our leadership position in PCI Express, we are shipping production volumes or have won key PCI Express designs at nearly all the leading server, storage and communication equipment suppliers. We have also won designs at leading suppliers of PC peripheral and embedded system products, such as graphics, video encoders, multi-function printers, and instrumentation systems. In the second quarter, we announced designs in NEC storage systems and a partnership with Broadcom for high-definition video solutions, which are representative of the wide range of applications for our chips." For the second quarter ended June 30, 2007, PLX reported net revenues of $19.8 million, a two percent increase from the $19.4 million reported in the second quarter ended June 30, 2006, and a six percent increase from the $18.6 million reported in the first quarter ended March 31, 2007. Net loss for the second quarter ended June 30, 2007, under U.S. generally accepted accounting principles (GAAP), which included the effect of acquisition-related amortization of $0.4 million and share-based compensation of $1.2 million, was $82,000, or a loss of $0.00 per share (diluted). This compared to GAAP net income of $0.3 million, or $0.01 per share (diluted), in the second quarter ended June 30, 2006, and a GAAP net loss of $0.3 million, or $0.01 per share (diluted), in the first quarter ended March 31, 2007. The Company's gross margin for the second quarter ended June 30, 2007, was 58.9 percent, as compared with 57.6 percent for the second quarter ended June 30, 2006, and 61.0 percent for the first quarter ended March 31, 2007. The decline in gross margin was driven by product mix as PLX sold less higher-margin PCI product than anticipated. PCI Express gross margins improved in the second quarter of 2007 due to a variety of ongoing cost-reduction programs, while PCI gross margins were steady. However, the improvement in PCI Express gross margin percentage was not sufficient to fully offset the reduced unit sales of a few of PLX's legacy products. Operating expenses under GAAP for the second quarter ended June 30, 2007, were $12.6 million, as compared to $12.4 million for the first quarter ended March 31, 2007. The sequential increase was due primarily to additional tape-out-related expenses. The Company's balance sheet remained strong. At June 30, 2007, cash and investments were $47.4 million, compared to $42.3 million at December 31, 2006. 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 third-quarter earnings release, although it may provide additional detail regarding its guidance on today's scheduled conference call. -- Net revenues for the third quarter ended September 30, 2007, are expected to be between $20.5 million and $21.5 million, with approximately 36 percent of total net revenues attributable to PCI Express products. -- Gross margins are expected to be in the range of 59 percent to 61 percent. -- Operating expenses under GAAP are expected to be $13.2 million. The increase in operating expenses is driven by expenditures related to the cost for tape-out for several new products. Included in operating expenses are share-based compensation and acquisition-related amortization, which are expected to be approximately $1.6 million. PLX 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/investors. To dial into the live Webcast, please call 913.981.5525. A recorded replay of this Webcast will be available on the PLX Website beginning 5:00 p.m. (PDT) on July 23, 2007, through 10:00 p.m. (PDT) on July 30, 2007. To listen to the replay via telephone, call 719.457.0820, and use access code 9145462. The Webcast can also be accessed through www.ccbn.com. For the live Webcast, listeners should go to the PLX Investors page 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 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 third quarter of 2007, which are set forth under the caption "Business Outlook," and statements regarding the PCI Express products. 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, 2006, and PLX's quarterly report on Form 10-Q for the quarter ended March 31, 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 Six Months Ended June 30 June 30 March 31 June 30 ---------------- 2007 2006 2007 2007 2006 -------- -------- -------- -------- ------- Net revenues (1) $19,764 $19,411 $18,640 $38,404 $39,416 Cost of revenues (1) 8,118 8,225 7,263 15,381 15,722 -------- -------- -------- -------- ------- Gross margin 11,646 11,186 11,377 23,023 23,694 Operating expenses: Research and development 6,143 4,835 5,742 11,885 9,914 Selling, general and administrative 6,061 5,982 6,170 12,231 11,657 Amortization of purchased intangible assets 357 481 440 797 993 -------- -------- -------- -------- ------- Total operating expenses 12,561 11,298 12,352 24,913 22,564 Income (loss) from operations (915) (112) (975) (1,890) 1,130 Interest income and other, net 607 421 574 1,181 763 -------- -------- -------- -------- ------- Income (loss) before provision (benefit) for income taxes (308) 309 (401) (709) 1,893 Provision (benefit) for income taxes (226) 28 (129) (355) 71 -------- -------- -------- -------- ------- Net income (loss) $ (82) $ 281 $ (272) $ (354) $ 1,822 ======== ======== ======== ======== ======= Basic net income (loss) per share $ (0.00) $ 0.01 $ (0.01) $ (0.01) $ 0.07 ======== ======== ======== ======== ======= Shares used to compute basic per share amounts 28,674 28,081 28,645 28,660 27,983 ======== ======== ======== ======== ======= Diluted net income (loss) per share $ (0.00) $ 0.01 $ (0.01) $ (0.01) $ 0.06 ======== ======== ======== ======== ======= Shares used to compute diluted per share amounts 28,674 28,938 28,645 28,660 28,868 ======== ======== ======== ======== ======= (1) Net revenues and cost of revenues for the six months ended June 30, 2006 include a one-time pick-up in revenue of $2.8 million and $0.9 million, respectively, which result from a change in accounting for revenues to distributors. PLX TECHNOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) June 30 December 31 2007 2006 (1) ------------- ------------ (unaudited) ASSETS Cash and investments $ 47,448 $ 42,323 Accounts receivable, net 8,336 8,491 Inventories 6,957 8,295 Property and equipment, net 28,127 28,744 Goodwill 34,976 34,976 Other intangible assets 2,059 2,856 Other assets 4,200 2,263 ------------- ------------ Total assets $ 132,103 $ 127,948 ============= ============ LIABILITIES Accounts payable $ 5,694 $ 2,995 Accrued compensation and benefits 1,943 2,417 Accrued commissions 638 1,100 Other accrued expenses 500 500 ------------- ------------ Total liabilities 8,775 7,012 STOCKHOLDERS' EQUITY Common stock, par value 29 29 Additional paid-in capital 131,539 128,735 Accumulated other comprehensive loss (154) (96) Accumulated deficit (8,086) (7,732) ------------- ------------ Total stockholders' equity 123,328 120,936 ------------- ------------ Total liabilities and stockholders' equity $ 132,103 $ 127,948 ============= ============ (1) Derived from audited financial statements PLX TECHNOLOGY, INC. SUPPLEMENTAL DATA (Unaudited) Percentage of Net Revenues 2Q07 vs 2Q06 2Q07 vs 1Q07 ------------ ------------ 2Q07 2Q06 1Q07 % % ------ ------ ------ ------------ ------------ Net Revenues by Geography Americas 29.4% 29.7% 32.9% (2%) (7%) Asia Pacific 60.6% 59.5% 54.6% 5% 19% Europe 10.0% 10.8% 12.5% (5%) (15%) Share-Based Compensation (in thousands) 2Q07 2Q06 1Q07 ------ ------ ------ Manufacturing $ 13 $ 15 $ 18 Research and development 422 556 532 Selling, general and administrative 777 865 602 ------ ------ ------ $1,212 $1,436 $1,152 ====== ====== ====== CONTACT: CommonGround Communications (for PLX) Jerry Steach, 415-222-9996 jsteach@plxtech.com or PLX Technology, Inc. Arthur O. Whipple, 408-774-9060 (CFO) investor-relations@plxtech.com -----END PRIVACY-ENHANCED MESSAGE-----