-----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, WOeTjqT6kxkuGGUeJi51rOjz4GTk4mVH8YMhLF3BJUTSCFQIjF28dQDOHao6hzlL jQwWXk7xD6DLBlsPHIVFKg== 0001157523-07-010044.txt : 20071022 0001157523-07-010044.hdr.sgml : 20071022 20071022163439 ACCESSION NUMBER: 0001157523-07-010044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071022 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071022 DATE AS OF CHANGE: 20071022 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: 071183453 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 a5524453.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): October 22, 2007 (October 22, 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 October 22, 2007, PLX Technology Inc., a Delaware corporation (the "Company"), issued a press release announcing financial results for the third quarter 2007. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS On October 22, 2007, PLX Technology Inc., a Delaware corporation (the "Company"), issued a press release announcing financial results for the third quarter 2007. The press release issued on October 22, 2007, by the Company is attached hereto as Exhibit 99.1 and incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (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 October 22, 2007, announcing PLX Technology's financial results for the third 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: October 22, 2007 EX-99.1 2 a5524453-ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 PLX Technology, Inc. Reports Third Quarter 2007 Financial Results -- PCI Express Revenues Grow 20% Sequentially -- Company Builds Upon Industry-Leading PCI Express Gen 1 Portfolio with Introduction of Gen 2 Switch Family Business Editors/High-Tech Editors SUNNYVALE, Calif.--(BUSINESS WIRE)--Oct. 22, 2007--PLX Technology, Inc. (NASDAQ:PLXT) today announced financial results for the third quarter ended September 30, 2007. "In the third quarter, we continued to improve company financial results and our leadership position in the PCI Express market," said Michael Salameh, PLX(R) Technology president and chief executive officer. "We achieved 20 percent sequential revenue growth in our PCI Express product line, which comprised 36 percent of our third quarter revenues. In September, we announced the first chips of our Gen 2 PCI Express product family, including five switches ranging in capacity from 12 lanes to 48 lanes, plus four additional Gen 1 chips. Since we launched the PCI Express product line, we have shipped production units, samples or development systems to more than 750 customers - about 50 percent more than this time last year. This is an indication of the broad adoption of the PCI Express standard in general and our products in particular. "We are pleased to see continued broadening of our customer base and the types of applications and market segments using our PCI Express chips. Last week, we announced a switch design in HP's ProLiant DL580 G5 server, which is one example of the many types of products that use our chips. PCI Express technology is becoming widely adopted in many markets and our revenue producing applications include servers, storage systems, host bus adapters, graphics adapters, HDTV encoders, embedded computers and communications." For the third quarter ended September 30, 2007, PLX reported net revenues of $21.2 million, a one percent increase from the $21.0 million reported in the third quarter ended September 30, 2006, and a seven percent increase from the $19.8 million reported in the second quarter ended June 30, 2007. Net income for the third quarter ended September 30, 2007, under U.S. generally accepted accounting principles (GAAP), which included the effect of acquisition-related amortization of $0.2 million and share-based compensation of $1.0 million, was $1.0 million, or income of $0.03 per share (diluted). This compared to GAAP net income of $1.0 million, or $0.04 per share (diluted), in the third quarter ended September 30, 2006, and a GAAP net loss of $82,000, or $0.00 per share (diluted), in the second quarter ended June 30, 2007. The Company's gross margin for the third quarter ended September 30, 2007, was 61.8 percent, as compared with 58.0 percent for the third quarter ended September 30, 2006, and 58.9 percent for the second quarter ended June 30, 2007. The increase in gross margin was driven by improved PCI Express gross margins and changes in product mix. Operating expenses under GAAP for the third quarter ended September 30, 2007, were $12.0 million, as compared to $12.6 million for the second quarter ended June 30, 2007. The sequential decrease was due primarily lower engineering cost, share-based compensation and acquisition-related amortization. The Company's balance sheet remained strong. At September 30, 2007, cash and investments were $49.3 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 fourth-quarter earnings release, although it may provide additional detail regarding its guidance on today's scheduled conference call. -- Net revenues for the fourth quarter ended December 31, 2007, are expected to be between $21.5 million and $22.5 million, with approximately 42 percent of total net revenues attributable to PCI Express products. -- Gross margins are expected to be approximately 60 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 $1.4 million. PLX management plans to conduct a conference call today at 2:00 p.m. PDT to discuss its third-quarter financial results, as well as its fourth-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 913.312.1497. A recorded replay of this Webcast will be available on the PLX Website beginning 5:00 p.m. (PDT) on October 22, 2007, through 5:00 p.m. (PDT) on October 29, 2007. To listen to the replay via telephone, call 719.457.0820, and use access code 3495486. 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 fourth 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 quarters ended March 31, 2006 and June 30, 2007, 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 Nine Months Ended September 30 September 30 June 30 September 30 ----------------- 2007 2006 2007 2007 2006 ------------ ------------ -------- --------- ------- Net revenues (1) $ 21,216 $ 21,046 $19,764 $ 59,620 $60,462 Cost of revenues (1) 8,108 8,836 8,118 23,489 24,558 ------------ ------------ -------- --------- ------- Gross margin 13,108 12,210 11,646 36,131 35,904 Operating expenses: Research and development 5,870 5,396 6,143 17,755 15,310 Selling, general and administrative 5,912 5,609 6,061 18,143 17,266 Amortization of purchased intangible assets 241 440 357 1,038 1,433 ------------ ------------ -------- --------- ------- Total operating expenses 12,023 11,445 12,561 36,936 34,009 Income (loss) from operations 1,085 765 (915) (805) 1,895 Interest income and other, net 624 484 607 1,805 1,247 ------------ ------------ -------- --------- ------- Income (loss) before provision (benefit) for income taxes 1,709 1,249 (308) 1,000 3,142 Provision (benefit) for income taxes 712 227 (226) 357 298 ------------ ------------ -------- --------- ------- Net income (loss) $ 997 $ 1,022 $ (82) $ 643 $ 2,844 ============ ============ ======== ========= ======= Basic net income (loss) per share $ 0.03 $ 0.04 $ (0.00) $ 0.02 $ 0.10 ============ ============ ======== ========= ======= Shares used to compute basic per share amounts 28,748 28,241 28,674 28,689 28,070 ============ ============ ======== ========= ======= Diluted net income (loss) per share $ 0.03 $ 0.04 $ (0.00) $ 0.02 $ 0.10 ============ ============ ======== ========= ======= Shares used to compute diluted per share amounts 29,254 28,783 28,674 29,142 28,843 ============ ============ ======== ========= ======= (1) Net revenues and cost of revenues for the nine months ended September 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) September 30 December 31 2007 2006 (1 ) ------------- ----------- (unaudited) ASSETS Cash and investments $ 49,326 $ 42,323 Accounts receivable, net 8,848 8,491 Inventories 8,260 8,295 Property and equipment, net 29,516 28,744 Goodwill 34,976 34,976 Other intangible assets 1,820 2,856 Other assets 3,664 2,263 ------------- ----------- Total assets $ 136,410 $ 127,948 ============= =========== LIABILITIES Accounts payable $ 7,081 $ 2,995 Accrued compensation and benefits 2,202 2,417 Accrued commissions 505 1,100 Other accrued expenses 816 500 ------------- ----------- Total liabilities 10,604 7,012 STOCKHOLDERS' EQUITY Common stock, par value 29 29 Additional paid-in capital 133,026 128,735 Accumulated other comprehensive loss (160) (96) Accumulated deficit (7,089) (7,732) ------------- ----------- Total stockholders' equity 125,806 120,936 ------------- ----------- Total liabilities and stockholders' equity $ 136,410 $ 127,948 ============= =========== (1) Derived from audited financial statements PLX TECHNOLOGY, INC. SUPPLEMENTAL DATA (Unaudited) 3Q07 3Q07 vs vs Percentage of Net Revenues 3Q06 2Q07 ----------- 3Q07 3Q06 2Q07 % % ------- ----------- ------- ----- ----- Net Revenues by Geography Americas 28.3% 30.6% 29.4% (7%) 3% Asia Pacific 60.2% 57.0% 60.5% 6% 7% Europe 11.5% 12.4% 10.1% (7%) 22% Share-Based Compensation (in thousands) 3Q07 3Q06 2Q07 ------- ----------- ------- Manufacturing $ 12 $ 13 $ 13 Research and development 376 485 422 Selling, general and administrative 622 674 777 ------- ----------- ------- $1,010 $1,172 $1,212 ======= =========== ======= CONTACT: PLX Technology, Inc. Arthur O. Whipple, CFO, 408-774-9060 (Company contact) investor-relations@plxtech.com or CommonGround Communications (for PLX) Jerry Steach, 415-222-9996 (Editorial contact) jsteach@plxtech.com -----END PRIVACY-ENHANCED MESSAGE-----