-----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, E5ZINDkvQsUakQXKefeZyf114+TCc07tC3B8vgNgvjO+xuDUdztWMqAc2F6/XQ8e 7T9A+1JiAjlfgOPPTtyozQ== 0000891092-04-003536.txt : 20040728 0000891092-04-003536.hdr.sgml : 20040728 20040727160712 ACCESSION NUMBER: 0000891092-04-003536 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040727 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERICOM SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0001001426 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770254621 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27026 FILM NUMBER: 04933519 BUSINESS ADDRESS: STREET 1: 2380 BERING DR CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084350800 MAIL ADDRESS: STREET 1: 2380 BERING DR CITY: SAN JOSE STATE: CA ZIP: 95131 8-K 1 e18571_8k.txt FORM 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 27, 2004 PERICOM SEMICONDUCTOR CORPORATION (Exact Name of Registrant as Specified in its Charter) California (State or Other Jurisdiction of Incorporation) 0-27026 77-0254621 (Commission File Number) (I.R.S. Employer Identification No.) 3345 North First Street, San Jose, California 95134 (Address of Principal Executive Offices) (Zip Code) (408) 435-0800 (Registrant's Telephone Number, Including Area Code) 1 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. The exhibit listed below is being furnished with this Form 8-K. Exhibit Number Description - ------ ----------- 99.1 Press Release issued by Pericom Semiconductor Corporation dated July 27, 2004. Item 12. Results of Operations and Financial Condition. On July 27, 2004, Pericom Semiconductor Corporation issued a press release announcing earnings for the fiscal fourth quarter and year ended June 30, 2004. A copy of the press release is attached as Exhibit 99.1. The information in this current report on Form 8-K is furnished pursuant to Item 12 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. 2 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. PERICOM SEMICONDUCTOR CORPORATION By: /s/ Michael D. Craighead ----------------------------- Michael D. Craighead Chief Financial Officer Date: July 27, 2004 3 EX-99.1 2 e18571ex99_1.txt PRESS RELEASE Exhbit 99.1 Pericom Semiconductor Reports Fiscal 2004 Fourth Quarter and Full Year Results SAN JOSE, Calif., July 27 /PRNewswire-FirstCall/ -- Pericom Semiconductor Corporation (Nasdaq: PSEM) today announced results for its fiscal fourth quarter and full fiscal year ended June 30, 2004. Results include the acquired operations of SaRonix LLC since October 1, 2003. Net revenues for the fourth quarter were $20,029,000, up 8.5% from $18,466,000 in the previous quarter and are up 74.1% from $11,506,000 in the comparable period last year. GAAP net income for the quarter was $663,000, or $0.02 per share (diluted), compared to a GAAP net loss of $96,000, or ($0.00) per share, in the previous quarter and versus a GAAP net loss of $370,000, or ($0.01) per share, in the comparable period a year ago. Net revenues for the year ended June 30, 2004 were $66,417,000, up 47.7% from $44,958,000 a year ago. GAAP net loss for the year ended June 30, 2004 was $2,110,000, or ($0.08) per share, versus a GAAP net loss of $4,327,000, or ($0.17) per share, in the prior year comparable period. Our GAAP financial results include non-recurring charges which are explained in the reconciliation of pro forma and GAAP financial results that appears in the financial statements portion of this release. Pericom management believes pro forma financial information is useful to investors because it illuminates underlying operational trends by excluding significant non-recurring or otherwise unusual transactions. Our criteria for determining pro forma results may differ from the methods of other companies, and should not be regarded as a replacement for corresponding GAAP measures. Pro forma net income in the quarter ended June 30, 2004 was $348,000, or $0.01 per share (diluted), compared with a pro forma net loss of $56,000, or ($0.00) per share, in the previous quarter and a proforma net loss of $370,000, or ($0.01) per share, in the comparable period a year ago. Pro Forma net loss for the year ended June 30, 2004 was $923,000, or ($0.04) per share, versus a pro forma net loss of $2,739,000, or ($0.11) per share, in the prior year comparable period. Alex Hui, President and Chief Executive Officer of Pericom said, "We are pleased to report strong sequential revenue growth of 8.5%, in line with our guidance. Our IC ("Integrated Circuit") product line revenues grew 8.4% sequentially and Frequency Control Products ("FCP's") revenues advanced 8.7%. We continued to execute successfully on our transition to higher margin products in our IC product line, which is a key driver of our margin expansion. As a result, our overall gross margin increased 250 basis points sequentially to 36.1% and gross margin has grown 590 basis points since the comparable period last year. Last quarter also marks our return to bottom-line profitability. We are pleased with our steady progress and believe this will continue as design-ins that we've secured in our focus products continue to ramp to production. Lastly, we continue to have a very strong balance sheet and cash position that we will utilize strategically to fuel our growth." NEW PRODUCTS New products released during the quarter offer next generation solutions for customers in their focus market segments including communications, networking, storage, computing, and industrial. These products expand Pericom's higher margin focus product lines such as PCI Bridge and Timing Solutions. -- Pericom expanded its PCI Bridge portfolio with a new PCI-X to PCI-X Bridge (PI7C21P100) that targets bus expansion in next generation I/O intensive, high-bandwidth data communication and telecommunication applications such as Gigabit Ethernet, Fibre Channel, and RAID. Three new 2-port PCI Bridges were also added to the Bridge portfolio. PI7C8140A/8148A/8148B support 32-bit and 33/66MHz operation. These advanced devices target USB 2.0 and Firewire cards, video capture/decoder cards, and multimedia applications. -- The Company released three new advanced ultra-low voltage CMOS logic devices (PI74AUCxxx) for customers developing mixed voltage systems between 0.8V and 2.5V. The devices' lower operating voltages increase battery life, while offering 3.6V tolerance in support of legacy designs. Pericom's AUC devices are ideal for Consumer Electronics, Handheld Systems, Communications Devices, PCMCIA Cards, Switches/Routers, Servers, Base Stations, Test Equipment, and Industrial Computers. -- Pericom expanded its Clock IC timing portfolio with a new PLL based multiplier clock (PI6C4500) that reduces overall system cost by enabling customers to use a low cost crystal with our device to generate frequencies up to 160 MHz. This new device can be found within various applications such as Set-top Box, Communications Systems, Router/Switches, and Printers. -- The Company delivered two new Application Specific Switch products. The PI3DBV14 supports both TMDS and LVDS signals up to 300 MHz and is used in new LCD Flat Panel Displays or PDP Monitors. The PI3USB14 is used in Keyboard, Video, and Mouse products. -- We expanded our Frequency Control product line with two new VCXO products. The ST1308 is optimized for Digital TV infrastructure equipment, including broadcasting, distribution, networking, and storage platforms and the S1569J is optimized for optical telecom and synchronous Ethernet metro- area applications. SEPTEMBER 2004 QUARTER OUTLOOK The following statements are based on current expectations. These statements are forward looking, and actual results may differ materially. -- With current visibility we believe net revenues will be relatively flat with the quarter just ended. -- Gross margin is expected to be in the 36-37% range, but this continues to be highly dependent on product mix including the mix between IC products and our frequency control product line. -- Operating expenses are expected to increase slightly from last quarter. -- Other income is expected to be in the range of $0.9 to $1.0 million. Pericom will adhere to Regulation Fair Disclosure. The Company will provide its investors and analysts with guidance in the areas of total revenues, gross margin, operating expenses and other income each quarter in our earnings releases and in our conference calls. We will not provide further guidance or updates during the quarter unless we do so via a press release. NOTE: Our fourth quarter and annual results telephone conference call will begin at 1:30 p.m. PDT today. The conference call may be accessed by calling 800-949-8963 and referencing conference number 8747314. A replay of the fourth quarter and annual results conference call will be available for 7 days commencing from 4:30 PM PDT today. The replay telephone number is 800-642-1687 (domestic) or 706-645-9291 (international) and the access code is 8747314. Please note also that the conference call will be simultaneously Webcast live at: www.pericom.com/investors followed by on-demand Webcast beginning at 4:30 p.m. PDT today through August 26, 2004 (Webcast requires Windows MediaPlayer). Pericom Semiconductor Corporation offers customers worldwide the industry's most complete silicon and quartz based solutions for the Computing, Communications, and Industrial market segments. Our broad portfolio of leading-edge analog, digital, and mixed-signal integrated circuits and SaRonix frequency control products are essential in the timing, transferring, routing, and translating of high-speed signals as required by today's ever-increasing speed and bandwidth demanding applications. Company headquarters are in San Jose, California, with design centers and sales offices located globally. http://www.pericom.com . This press release contains forward-looking statements as defined under The Securities Litigation Reform Act of 1995. Forward-looking statements in this release include the statements under the captions 'September 2004 Quarter Outlook' and statements regarding the Company's future growth, future revenues, gross margin, operating expenses, other income, our ability to expand margins by transitioning to higher margin products and the future production of our focus products. The company's actual results could differ materially from what is set forth in such forward-looking statements due to a variety of risk factors, including softness in demand for our products, price erosion for certain of our products, customer decisions to reduce inventory, economic or financial difficulties experienced by our customers, difficulties in integrating SaRonix with our business, or technological and market changes. All forward-looking statements included in this document are made as of the date hereof, based on information available to the company as of the date hereof, and Pericom assumes no obligation to update any forward-looking statements. Parties receiving this release are encouraged to review our annual report on Form 10-K for the year ended June 30, 2003 and our quarterly report on Form 10-Q for the quarter ended March 27, 2004, and, in particular, the risk factors sections of those filings. Pericom Semiconductor Corporation Consolidated Statements of Operations - GAAP (In thousands, except per share data) (unaudited) Three Months Twelve Months Ended Ended Jun 30, Mar 31, Jun 30, Jun 30, Jun 30, 2004 2004 2003 2004 2003 Net revenues $20,029 $18,466 $11,506 $66,417 $44,958 Cost of revenues 12,789 12,275 8,027 45,182 31,468 Gross profit 7,240 6,191 3,479 21,235 13,490 Operating expenses: Research and development 3,513 3,451 2,871 14,161 11,347 Selling, general and administrative 3,896 4,277 2,654 14,979 11,283 Restructuring charge 0 0 0 784 1,431 Total 7,409 7,728 5,525 29,924 24,061 Loss from operations (169) (1,537) (2,046) (8,689) (10,571) Other income, net 925 1,162 1,323 4,213 4,504 Recovery (write down) of nonmarketable investment (15) 10 116 (14) (1,027) Income (loss) before income taxes 741 (365) (607) (4,490) (7,094) Income tax (benefit) 78 (269) (237) (2,380) (2,767) Net income (loss) $663 $(96) $(370) $(2,110) $(4,327) Basic earnings (loss) per share $0.03 $(0.00) $(0.01) $(0.08) $(0.17) Diluted earnings (loss) per share $0.02 $(0.00) $(0.01) $(0.08) $(0.17) Shares used in computing basic earnings (loss) 26,388 26,166 25,705 26,075 25,721 per share Shares used in computing diluted earnings (loss) per share 27,289 26,166 25,705 26,075 25,721 Pericom Semiconductor Corporation Consolidated Statements of Operations - Pro Forma (In thousands, except per share data) (unaudited) Three Months Twelve Months Ended Ended Jun 30, Mar 31, Jun 30, Jun 30, Jun 30, 2004 2004 2003 2004 2003 Net revenues $20,029 $18,466 $11,506 $66,417 $44,958 Cost of revenues 12,789 12,262 8,027 44,487 31,409 Gross profit 7,240 6,204 3,479 21,930 13,549 Operating expenses: Research and development 3,513 3,436 2,871 13,753 11,347 Selling, general and administrative 3,896 4,046 2,654 14,339 11,216 Total 7,409 7,482 5,525 28,092 22,563 Loss from operations (169) (1,278) (2,046) (6,162) (9,014) Other income, net 925 1,162 1,323 4,213 4,503 Recovery (write down) of nonmarketable investment (15) 10 116 (14) 64 Income (loss) before income taxes 741 (106) (607) (1,963) (4,447) Income tax (benefit) 393 (50) (237) (1,040) (1,708) Net income (loss) $348 $(56) $(370) $(923) $(2,739) Basic earnings (loss) per share $0.01 $(0.00) $(0.01) $(0.04) $(0.11) Diluted earnings (loss) per share $0.01 $(0.00) $(0.01) $(0.04) $(0.11) Shares used in computing basic earnings (loss) per share 26,388 26,166 25,705 26,075 25,721 Shares used in computing diluted earnings (loss) per share 27,289 26,166 25,705 26,075 25,721 Pericom Semiconductor Corporation Reconciliation of Net Loss In Accordance With GAAP to Pro Forma Net Loss (In thousands) (unaudited) Three Months Twelve Months Ended Ended Jun 30, Mar 31, Jun 30, Jun 30, Jun 30, 2004 2004 2003 2004 2003 Net income (loss) in accordance with GAAP $663 $(96) $(370) $(2,110) $(4,327) Workforce reduction (Note 1) $231 125 Restructuring charge (Note 2) $784 1,431 Investment write off (Note 3) 1,091 SaRonix inventory fair value adjustment (Note 4) $573 Write off of in-process R&D (Note 5) $360 Amortization of customer backlog (Note 6) $320 Write off furniture & fixtures (Note 7) $45 $45 Moving cost (Note 8) $214 $214 Income tax benefit (Note 9) $(315) $(219) $(1,340) (1,059) Net income (loss) on a Pro Forma basis $348 $(56) $(370) $(923) $(2,739) Notes to pro forma adjustments: Note 1: In November 2003 and November 2002 we reduced our total workforce by approximately 12% and 10%, respectively. Note 2: In December 2003 we recorded a non-recurring charge related to an unused leased facility resulting from our move to a new corporate headquarters. In December 2002 we recorded a non-recurring charge related to an unused leased facility. Note 3: In December 2002 we wrote off in its entirety an investment in another company that was deemed to be impaired. Note 4: In the three months ended December 2003 we sold inventory acquired from SaRonix that was written up to fair value in connection with the acquisition. Note 5: In the three months ended December 2003 we wrote off the cost of acquired in-process R&D. Note 6: In the three months ended December 2003 we completely amortized the cost of acquired customer backlog for which we did not incur related selling expenses. Note 7: In February 2004 we wrote off the net book value of furniture and fixtures no longer used due to the move to a new corporate headquarters. Note 8: In the three months ended March 2004 we recorded a non-recurring moving charge related to the move to a new corporate headquarters. Note 9: The tax benefit relating to the pro forma adjustments above. The adjustment in the quarter ended June 30, 2004, reflects the full year effective tax rate. Pericom Semiconductor Corporation Condensed Consolidated Balance Sheets (In thousands) As of As of Jun 30, 2004 June 30, 2003* (unaudited) Assets Current Assets: Cash & cash equivalents $13,965 $9,705 Short-term investments 130,412 139,285 Accounts receivable 7,549 4,302 Inventories 15,980 9,963 Prepaid expenses and other current assets 664 1,301 Deferred income taxes 5,564 1,401 Total current assets 174,134 165,957 Property and equipment, net 6,442 6,305 Investment in and advances to Pericom Technology, Inc. 7,019 6,506 Deferred income taxes-non current 1,419 1,085 Other assets 8,438 10,384 Total assets $197,452 $190,237 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $8,153 $4,170 Accrued liabilities 5,972 3,125 Current portion of long-term debt 1,291 0 Total current liabilities 15,416 7,295 Deferred income taxes 0 0 Other long term liabilities 139 619 Total liabilities 15,555 7,914 Shareholders' equity: Common stock 142,607 139,401 Retained earnings and other 39,290 42,922 Total shareholders' equity 181,897 182,323 Total liabilities and shareholders' equity $197,452 $190,237 * Derived from the June 30, 2003 audited consolidated financial statements SOURCE Pericom Semiconductor Corporation -0- 07/27/2004 /CONTACT: Mike Craighead, VP/Chief Financial Officer of Pericom Semiconductor Corporation, +1-408-435-0800 or fax, +1-408-435-1100/ /Web site: http://www.pericom.com / (PSEM) CO: Pericom Semiconductor Corporation ST: California IN: CPR MLM SEM STW ECP SU: ERN ERP CCA -----END PRIVACY-ENHANCED MESSAGE-----