-----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, Th2aheDGuPeh5/pReg8FsEel8lvqAkKz6vt1bDa9eYYgbrESmBirYNoAl+Dy7qDz qCl4QL0+gqAcfPuKNe6UIw== 0000891618-03-001876.txt : 20030416 0000891618-03-001876.hdr.sgml : 20030416 20030416162033 ACCESSION NUMBER: 0000891618-03-001876 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030416 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030416 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: 03652771 BUSINESS ADDRESS: STREET 1: 390 POTRERO AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087749060 8-K 1 f89299e8vk.htm FORM 8-K PLX Tecnology, Inc. 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): April 16, 2003

PLX TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

     
0-25699
(Commission File Number)		   94-3008334
(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)

 

 

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 PLX Technology, Inc. dated April 16, 2003.

Item 9. Regulation FD Disclosure.

This information, furnished under this “Item 9. Regulation FD Disclosure,” is intended to be furnished under “Item 12. Disclosure of Results of Operations and Financial Condition” in accordance with the Securities and Exchange Commission Release No. 33-8216.

On April 16, 2003, PLX Technology, Inc. issued a press release announcing preliminary earnings results for the first quarter ended March 31, 2003. A copy of the press release is attached as Exhibit 99.1.

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.

         
    PLX TECHNOLOGY, INC.
         
    By:   /s/ Rafael Torres
Rafael Torres
Vice President, Finance, Chief Financial
Officer and Secretary

Date: April 16, 2003

 

2
EX-99.1 3 f89299exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 PLX TECHNOLOGY, INC. REPORTS FIRST-QUARTER RESULTS SUNNYVALE, Calif. - (April 16, 2003) - PLX Technology, Inc. (NASDAQ: PLXT) today announced financial results for the first quarter ended March 31, 2003. For the first quarter ended March 31, 2003, the Company reported net revenues of $8.5 million, a 16 percent decrease from the $10.1 million reported for the first quarter of 2002 and a one percent decrease from the $8.6 million reported for the fourth quarter of 2002. Net losses under generally accepted accounting principles (GAAP), which includes the effect of acquisition-related costs were $816,000, or $0.04 per share, for the first quarter of 2003, compared with net losses under GAAP of $271,000, or $0.01 per share, for the prior year quarter. Pro forma net losses for the first quarter ended March 31, 2003, which excludes the effect of acquisition-related costs, were $226,000, or $0.01 per share (diluted), compared to pro forma net income of $514,000, or $0.02 per share (diluted), for the prior year quarter. A reconciliation between net losses on a GAAP basis and pro forma net losses is provided in a table immediately following the Pro Forma Consolidated Statements of Operations. The Company's gross margins in the first quarter were 70 percent. As a result of selling some previously written-down inventory, the Company recorded a benefit of approximately $204,000, or two gross margin points in the first quarter. Cash and investments decreased to $21.3 million at March 31, 2003 from $21.7 million at December 31, 2002. "In the first quarter our new product initiatives continued to show results," said Michael Salameh, president of PLX. "Our 66MHz PCI chips account for over 10 percent of our business and are used in approximately 30 customer designs. In the first quarter, we added over a dozen new design wins around our 66MHz products. Also in the quarter, several communication-equipment suppliers developed new products using PLX's HyperTransport chips and are now in the software development and system validation stage. The PCI-Express standard, the focus of our new product development efforts, gained momentum as Intel and other industry leaders announced products that incorporate this new interconnect. "We estimate second-quarter revenues to be between $8.2 million and $9.2 million. We are projecting a wide range because turns business has been variable and unpredictable. We anticipate that second-quarter operating expenses on a GAAP basis will be between $6.6 million and $6.8 million and on a pro forma basis (which excludes the effect of acquisition-related costs of approximately $500,000 for the quarter) will be between $6.1 million and $6.3 million. We expect gross margins to remain in the 65 to 70 percent range." The Company will be conducting a conference call today at 2:00 p.m. (PST) to discuss its first-quarter financial results. There will also be a live Webcast and a replay of the conference call that will be available through the Investors section of the PLX Web site at www.plxtech.com until April 23, 2003. The Webcast can also be accessed through www.ccbn.com. Event archives are normally available one to two hours after the event ends. For the live event, listeners should go to the Web site at least fifteen minutes before the event starts to download and install any necessary audio software. About PLX PLX Technology, Inc. (www.plxtech.com), based in Sunnyvale, Calif., USA, is the leading supplier of standard I/O interconnect silicon to the communications, server, storage and embedded-control industries. The PLX solution provides a competitive edge to our customers through an integrated combination of high-performance silicon, hardware and software design tools, and partnerships. These innovative solutions are designed to enable our customers to develop communications equipment with industry-leading performance, scalability and reliability. Furthermore, the combination of PLX product features, supporting development tools and partnerships allows customers to bring their designs to market faster. PLX PCI I/O Accelerator and HyperTransport Tunnel-to-Dual PCI-X devices are designed into a wide variety of embedded PCI communication systems, including switches, routers, line cards, media gateways, base stations, access multiplexors and remote access concentrators. 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 statements include statements about the Company's estimated revenues, estimated expenses and estimated margins for the second quarter of 2003, and our expected future turns business. Such statements involve risks and uncertainties which may cause actual results to differ materially from those set forth in these 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 due to adverse economic conditions in general or specifically affecting the Company's markets, technical difficulties and delays in the development process, errors in the products, reduced backlog of the Company's customers, unexpected expenses and the political climate. You are also referred 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, 2002, 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, THE PLX LOGO AND POWERDRIVE 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. EDITORIAL CONTACT: COMPANY CONTACT: JERRY STEACH RAFAEL TORRES, CFO COMMONGROUND COMMUNICATIONS (FOR PLX) PLX TECHNOLOGY, INC. TEL: 650.967.3071 TEL: 408.774.9060 jsteach@plxtech.com rtorres@plxtech.com PLX TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share amounts)
THREE MONTHS ENDED March 31, MARCH 31, DECEMBER 31, 2003 2002 2002 ------------ ------------ ------------ Net revenues $ 8,503 $ 10,118 $ 8,556 Cost of revenues 2,515 3,361 2,675 ------------ ------------ ------------ Gross margin 5,988 6,757 5,881 Operating expenses: Research and development 3,713 3,659 3,514 Selling, general and administrative 3,058 3,338 2,646 Amortization of purchased intangible assets 133 133 133 ------------ ------------ ------------ Total operating expenses 6,904 7,130 6,293 Loss from operations (916) (373) (412) Interest income and other, net 108 231 260 ------------ ------------ ------------ Loss before provision for income taxes (808) (142) (152) Provision for income taxes 8 129 49 ------------ ------------ ------------ Net loss $ (816) $ (271) $ (201) ============ ============ ============ Basic and diluted net loss per share $ (0.04) $ (0.01) $ (0.01) ============ ============ ============ Shares used to compute basic and diluted per share amounts 21,135 23,432 21,204 ============ ============ ============
PLX TECHNOLOGY, INC. PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (Excluding Acquisition-Related Costs and Amortization of Goodwill and Intangible Assets) (Unaudited) (in thousands, except per share amounts)
THREE MONTHS ENDED March 31, March 31, December 31, 2003 2002 2002 ------------ ------------ ------------ Net revenues $ 8,503 $ 10,118 $ 8,556 Cost of revenues 2,515 3,361 2,675 ------------ ------------ ------------ Gross margin 5,988 6,757 5,881 Operating expenses: Research and development 3,256 3,085 3,056 Selling, general and administrative 3,058 3,260 2,646 ------------ ------------ ------------ Total operating expenses 6,314 6,345 5,702 Income (loss) from operations (326) 412 179 Interest income and other, net 108 231 260 ------------ ------------ ------------ Income (loss) before provision for income taxes (218) 643 439 Provision for income taxes 8 129 49 ------------ ------------ ------------ Net income (loss) $ (226) $ 514 $ 390 ============ ============ ============ Diluted net income (loss) per share $ (0.01) $ 0.02 $ 0.02 ============ ============ ============ Shares used to compute diluted per share amounts 21,135 24,087 21,204 ============ ============ ============ A RECONCILIATION BETWEEN NET LOSS ON A GAAP BASIS AND PRO FORMA NET INCOME (LOSS) IS AS FOLLOWS: GAAP net loss $ (816) $ (271) $ (201) Amortization of deferred stock-based compensation 457 652 458 Amortization of purchased intangible assets 133 133 133 ------------ ------------ ------------ Pro forma net income (loss) $ (226) $ 514 $ 390 ============ ============ ============
PLX TECHNOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
MARCH 31, DECEMBER 31, 2003 2002 (1) ------------ ------------ (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $ 4,166 $ 5,482 Short-term investments 16,142 13,131 Accounts receivable, net 3,320 2,568 Inventories 847 1,003 Income tax receivable 3,635 3,635 Other current assets 2,197 1,793 ------------ ------------ Total current assets 30,307 27,612 Property and equipment, net 31,749 31,962 Long-term investments 1,002 3,067 Goodwill 8,054 8,054 Other intangible assets 837 970 Other assets 277 310 ------------ ------------ Total assets $ 72,226 $ 71,975 ============ ============ LIABILITIES Current liabilities: Accounts payable $ 1,949 $ 1,582 Accrued compensation and benefits 1,075 932 Deferred revenues 689 613 Accrued commissions 208 201 Other accrued expenses 689 683 ------------ ------------ Total current liabilities 4,610 4,011 STOCKHOLDERS' EQUITY Common stock, par value 21 21 Additional paid-in capital 74,977 74,953 Deferred compensation (443) (900) Notes receivable for employee stock purchases (67) (67) Accumulated other comprehensive income 33 46 Accumulated deficit (6,905) (6,089) ------------ ------------ Total stockholders' equity 67,616 67,964 ------------ ------------ Total liabilities and stockholders' equity $ 72,226 $ 71,975 ============ ============
(1) Derived from audited financial statements -----END PRIVACY-ENHANCED MESSAGE-----