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Basis of Presentation
3 Months Ended
Sep. 26, 2015
Basis of Presentation [Abstract]  
BASIS OF PRESENTATION

1. BASIS OF PRESENTATION

The condensed consolidated financial statements have been prepared by Pericom Semiconductor Corporation (“Pericom” or the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments and accruals, necessary for a fair presentation of the Company’s financial position as of September 26, 2015, the results of operations for the three months ended September 26, 2015 and September 27, 2014 and cash flows for the three months ended September 26, 2015 and September 27, 2014. This unaudited quarterly information should be read in conjunction with the audited consolidated financial statements of Pericom and the notes thereto included in the Company’s Annual Report on Form 10-K as filed with the SEC on September 1, 2015.

The preparation of the interim condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the interim condensed consolidated financial statements and the reported amounts of revenue and expenses during the period. Actual amounts could differ from these estimates. The results of operations for the three months ended September 26, 2015 are not necessarily indicative of the results to be expected for the entire year. The three month periods ended September 26, 2015 and September 27, 2014 each had 13 weeks.

The Company participates in a dynamic high technology industry and believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position or results of operations: advances and trends in new technologies; competitive pressures in the form of new products or price reductions on current products; changes in the overall demand for products offered by the Company; changes in customer relationships; acquisitions and the subsequent integration of the acquired entity with the Company; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; risks associated with changes in domestic and international economic and/or political conditions or regulations and environmental laws; availability of necessary components; interruptions at wafer suppliers and subcontractors; fluctuations in currencies given the Company’s sales and operations being heavily weighted and paid in foreign currencies; and the Company’s ability to attract and retain employees necessary to support its growth.

These interim condensed consolidated financial statements include the accounts of Pericom Semiconductor Corporation and its wholly owned subsidiaries, Pericom Global Limited (“PGL”), PSE Technology Corporation (“PSE-TW”), and Pericom Asia Limited (“PAL”). PGL has two wholly-owned subsidiaries, Pericom International Limited (“PIL”) and Pericom Semiconductor (HK) Limited (“PHK”). In addition, PAL has three subsidiaries, PSE Technology (Shandong) Corporation ("PSE-SD") and Pericom Technology Yangzhou Corporation (“PSC-YZ”) for the Jinan, China and Yangzhou, China operations, respectively, and Pericom Technology Inc. (“PTI”). The Company eliminates all intercompany balances and transactions in consolidation.

PENDING TRANSACTION – On September 2, 2015, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Diodes Incorporated, a Delaware Corporation (“Diodes”) and PSI Merger Sub, Inc., a California corporation and a wholly-owned subsidiary of Diodes (“Merger Sub”), pursuant to which, subject to satisfaction or waiver of the conditions therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Diodes. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock issued and outstanding immediately prior to the Effective Time, excluding shares owned by shareholders who have exercised dissenters’ rights under California law and shares owned by the Company, Diodes, Merger Sub or any of their respective subsidiaries, will be converted into the right to receive $17.00 in cash, without interest. The transaction is subject to approval by the Company’s shareholders, as well as other customary closing conditions and regulatory approvals. 

Concurrently with the Company’s execution of the Merger Agreement, certain directors and executive officers of the Company, in their capacities as holders of shares or other equity interests of the Company, entered into Voting Agreements with Diodes pursuant to which they agreed, among other things, to vote or cause to be voted all of the Company shares beneficially owned by such shareholders for the approval of the merger and the Merger Agreement and against any alternative proposal. Notwithstanding the foregoing, however, the Voting Agreements terminate upon the termination of the Merger Agreement in accordance with their terms, including the termination of the Merger Agreement by the Company’s Board of Directors in favor of a superior proposal.

The Company has agreed to customary restrictions on its ability to solicit and respond to any other proposals from third parties to acquire it and to provide information to, and enter into discussions or negotiations with, third parties regarding alternative acquisition proposals. However, prior to receiving shareholder approval, the solicitation restrictions are subject to a customary “fiduciary-out” provision that allows the Company to provide information to, and engage in negotiations or discussions with, third parties with respect to a written acquisition proposal if the board of directors of the Company determines in good faith after consultation with its outside legal counsel that the failure to take such action would reasonably be expected to be inconsistent with the Board of Directors’ fiduciary duties under applicable law.

The Merger Agreement contains certain termination rights for both the Company and Diodes, including the Company's ability to terminate the Merger Agreement in order to accept a superior proposal. In the event that the Merger Agreement is terminated, the Company may, under specified circumstances, be required to pay a termination fee of $15 million.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on September 3, 2015. Additional information relating to the Merger Agreement is also included in that Current Report on Form 8-K, the Schedule 14A filed on September 17, 2015 and revised on October 13, 2015, the Current Report on Form 8-K filed on October 16, 2015 and in other filings the Company has made and will make with the SEC relating to the Merger Agreement.

FISCAL PERIOD – For purposes of reporting the financial results, the Company’s fiscal years end on the Saturday closest to the end of June. The year ended June 27, 2015 is referred to as fiscal year 2015 or fiscal 2015, whereas the current fiscal year 2016 or fiscal 2016 will end on July 2, 2016. Fiscal 2015 contains 52 weeks or 364 days, whereas fiscal 2016 will include a 53rd week to end the year on the Saturday closest to the end of June.

RECENTLY ISSUED ACCOUNTING STANDARDS

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, Simplifying the Measurement of Inventory. Under this ASU, inventory will be measured at the “lower of cost and net realizable value,” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. Management is evaluating the provisions of this statement, including which period to adopt, and has not determined what impact the adoption of ASU 2015-11 will have on the Company's financial position or results of operations.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 outlines a single comprehensive model for accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. ASU 2014-09 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will be effective for annual and interim reporting periods beginning after December 15, 2017, although public companies may early adopt for annual and interim reporting periods beginning after December 15, 2016. The impact on the Company’s financial condition, results of operations and cash flows as a result of the adoption of ASU 2014-09 has not yet been determined.