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8-K - PMC-SIERRA, INC. 8-K - PMC SIERRA INCa6801191.htm

Exhibit 99.1

PMC-Sierra Reports Second Quarter 2011 Results

SUNNYVALE, Calif.--(BUSINESS WIRE)--July 21, 2011--PMC-Sierra, Inc., (Nasdaq:PMCS) or PMC, the semiconductor innovator transforming storage, optical and mobile networks, today reported results for the second quarter ended June 26, 2011.

Net revenues in the second quarter of 2011 were $171.0 million, a sequential increase of 9% compared with $157.4 million in the first quarter of 2011, and 6% higher than net revenues of $160.7 million in the second quarter of 2010.

In the second quarter of 2011, the Company reported GAAP net income of $16.7 million, or $0.07 per diluted share, compared with GAAP net loss in the first quarter of 2011 of $7.7 million, or $0.03 per share. Non-GAAP net income in the second quarter of 2011 was $40.2 million, or $0.17 per diluted share, compared with non-GAAP net income of $30.6 million, or $0.13 per diluted share, in the first quarter of 2011.

“Strength in our storage and optical businesses, combined with solid execution, resulted in a strong second quarter,” commented Greg Lang, president and chief executive officer of PMC. “PMC also made several product announcements during the quarter, reinforcing our leading position as the network semiconductor innovator. These announcements spanned the SAS 2 storage, optical networking and mobile connectivity markets.”


Net income on a non-GAAP basis in the second quarter of 2011 excludes the following items: (i) $7.0 million stock-based compensation expense; (ii) $1.2 million acquisition related costs; (iii) $11.0 million amortization of purchased intangible assets; (iv) $0.9 million of non-cash interest expense for the accretion of the debt discount related to the senior convertible notes; (v) $0.7 million of other items; and (vi) $2.7 million income tax provisions.

For a full reconciliation of GAAP net income (loss) to non-GAAP net income, please refer to the schedules included with this release. The Company believes the additional non-GAAP measures are useful to investors for the purpose of financial analysis. Management uses the non-GAAP measures internally to evaluate its in-period operating performance before gains, losses and other charges that are considered by management to be outside of the Company’s core operating results. In addition, the measures are used to plan for the Company’s future periods. However, non-GAAP measures are neither stated in accordance with, nor are they a substitute for, GAAP measures.

In the second quarter of 2011:

  • Storage
    • The Company announced that it has shipped more than 74 million 6Gb/s SAS system ports, establishing PMC as the leading provider of 6Gb/s SAS technology for storage systems and servers.
    • PMC introduced the Tachyon® SPCv SAS/SATA protocol controllers, which double the performance and port density of existing solutions and deliver more than 750,000 I/Os per second.
    • PMC also announced the industry’s first true hardware 6Gb/s SATA/SAS RAID controllers with on-board DRAM cache for the entry-level market segment.
  • Optical
    • The Company introduced the POLO 40G, the industry’s most advanced 40Gb/s System-on-Chip (SoC) solution for coherent optical networking.
    • FiberHome, one of China’s leading fiber-optic communications equipment providers, selected PMC’s HyPHY chipset for its FONST Series family of WDM optical transmission solutions.
    • PMC also announced quad-port EPON OLT SoC solutions, the first to integrate network power management and optical fiber diagnostics while supporting advanced traffic management and eliminating the need for a separate aggregation switch.
  • Mobile
    • PMC’s Universal Front End 4 (UFE4) silicon received the NGN Leadership Award in the network technology category presented by NGN Magazine.

Second Quarter 2011 Conference Call

Management will review the second quarter 2011 results and share its outlook for the third quarter of 2011 during a conference call at 1:30 pm Pacific Time/4:30 pm Eastern Time on Thursday, July 21, 2011. The conference call webcast will be accessible under the Financial Events and Calendar section at http://investor.pmc-sierra.com/. To listen to the conference call live by telephone, dial 416-640-5926 approximately ten minutes before the start time. A telephone playback will be available after the completion of the call and can be accessed at 647-436-0148 using the access code 4123473. A replay of the webcast will be available for five business days.

Third Quarter 2011 Conference Call

PMC is planning on releasing its results for the third quarter of 2011 on October 27, 2011. A conference call will be held on the day of the release to review the quarter and provide an outlook for the fourth quarter of 2011.

Safe Harbor Statement

This release contains forward-looking statements that involve risks and uncertainties. The Company’s SEC filings describe the risks associated with the Company’s business, including PMC’s limited revenue visibility due to variable customer demands, market segment growth or decline, orders with short delivery lead times, customer concentration, changes in inventory, and other items such as foreign exchange rates.


About PMC

PMC (Nasdaq:PMCS) is the semiconductor innovator transforming networks that connect, move and store digital content. Building on a track record of technology leadership, we are driving innovation across storage, optical and mobile networks. Our highly integrated solutions increase performance and enable next generation services to accelerate the network transformation. For more information visit www.pmc-sierra.com.

© Copyright PMC-Sierra, Inc. 2011. All rights reserved. PMC, PMC-SIERRA, “Enabling connectivity. Empowering people.” and Tachyon are registered trademarks of PMC-Sierra, Inc. in the United States and other countries, PMCS is a trademark of PMC-Sierra, Inc. Other product and company names mentioned herein may be trademarks of their respective owners.


 
PMC-Sierra, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for per share amounts)
(unaudited)
         
Three Months Ended Six Months Ended
June 26, March 27, June 27, June 26, June 27,
2011 2011 2010 2011 2010
 
Net revenues $ 171,018 $ 157,434 $ 160,669 $ 328,452 $ 313,495
Cost of revenues   52,663     59,161     50,064     111,824     99,069  
Gross profit 118,355 98,273 110,605 216,628 214,426
 
Other costs and expenses:
Research and development 56,421 54,499 43,646 110,920 85,713
Selling, general and administrative 29,366 32,209 25,196 61,575 47,581
Amortization of purchased intangible assets 11,031 11,021 6,816 22,052 16,652
Restructuring costs and other charges   -     -     -     -     256  
Income from operations 21,537 544 34,947 22,081 64,224
 
Other (expense) income:
Gain (loss) on sale of investment securities 167 170 (429 ) 337 (299 )
Amortization of debt issue costs (50 ) (50 ) (50 ) (100 ) (100 )
Foreign exchange (loss) gain (623 ) (1,474 ) 74 (2,097 ) (915 )
Interest expense, net   (571 )   (924 )   (25 )   (1,495 )   (146 )
Income (loss) before provision for income taxes 20,460 (1,734 ) 34,517 18,726 62,764
Provision for income taxes   (3,725 )   (5,923 )   (4,411 )   (9,648 )   (5,671 )
Net income (loss) $ 16,735   $ (7,657 ) $ 30,106   $ 9,078   $ 57,093  
 
Net income (loss) per common share - basic $ 0.07 $ (0.03 ) $ 0.13 $ 0.04 $ 0.25
Net income (loss) per common share - diluted $ 0.07 $ (0.03 ) $ 0.13 $ 0.04 $ 0.24
 
Shares used in per share calculation - basic 234,993 234,058 230,997 234,526 230,401
Shares used in per share calculation - diluted 237,506 234,058 234,925 237,531 234,289

 

As a supplement to the Company's condensed consolidated financial statements presented in accordance with generally accepted accounting principles ("GAAP"), the Company provides additional non-GAAP measures for cost of revenues, gross profit, gross profit percentage, research and development expense, selling, general and administrative expense, amortization of purchased intangible assets, restructuring costs and other charges, other income (expense), provision for income taxes, operating expenses, operating income, operating margin percentage, net income (loss), and basic and diluted net income (loss) per share.

 

A non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP.  The Company believes that the additional non-GAAP measures are useful to investors for the purpose of financial analysis.  Management uses these measures internally to evaluate the Company's in-period operating performance before gains, losses and other charges that are considered by management to be outside of the Company's core operating results.  In addition, the measures are used for planning and forecasting of the Company's future periods.  However, non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures.  Other companies may use different non-GAAP measures and presentation of results.

 
PMC-Sierra, Inc.
Adjustments to GAAP Cost of Revenues, Gross Profit, Gross Profit Percentage, Research and Development Expense,
Selling, General and Administrative Expense, Amortization of Purchased Intangible Assets, Restructuring Costs and Other Charges,
Other Income (Expense), Provision for Income Taxes, Operating Expenses, Operating Income,
Operating Margin Percentage, Net Income (Loss), and Basic and Diluted Net Income (Loss) Per Share
(in thousands, except for per share amounts)
(unaudited)
         
Three Months Ended Six Months Ended
June 26, March 27, June 27, June 26, June 27,

2011(1)

 

2011(2)

2010(3)

2011(4)

2010(5)

 
GAAP cost of revenues $ 52,663 $ 59,161 $ 50,064 $ 111,824 $ 99,069
Stock-based compensation (260 ) (223 ) (229 ) (483 ) (447 )
Acquisition related costs   (41 )   (9,064 )   (73 )   (9,105 )   (73 )
Non-GAAP cost of revenues $ 52,362   $ 49,874   $ 49,762   $ 102,236   $ 98,549  
 
GAAP gross profit $ 118,355 $ 98,273 $ 110,605 $ 216,628 $ 214,426
Stock-based compensation 260 223 229 483 447
Acquisition related costs   41     9,064     73     9,105     73  
Non-GAAP gross profit $ 118,656   $ 107,560   $ 110,907   $ 226,216   $ 214,946  
 
Non-GAAP gross profit % 69 % 68 % 69 % 69 % 69 %
 
GAAP research and development expense $ 56,421 $ 54,499 $ 43,646 $ 110,920 $ 85,713
Stock-based compensation (2,927 ) (2,697 ) (2,181 ) (5,624 ) (4,345 )
Acquisition related costs   (97 )   (191 )   -     (288 )   -  
Non-GAAP research and development expense $ 53,397   $ 51,611   $ 41,465   $ 105,008   $ 81,368  
 
GAAP selling, general and administrative expense $ 29,366 $ 32,209 $ 25,196 $ 61,575 $ 47,581
Stock-based compensation (3,859 ) (3,395 ) (3,253 ) (7,254 ) (6,222 )
Acquisition related costs (1,051 ) (1,159 ) (1,453 ) (2,210 ) (1,453 )
Lease exit costs   -     (3,392 )   -     (3,392 )   -  
Non-GAAP selling, general and administrative expense $ 24,456   $ 24,263   $ 20,490   $ 48,719   $ 39,906  
 
GAAP amortization of purchased intangible assets $ 11,031 $ 11,021 $ 6,816 $ 22,052 $ 16,652
Amortization of purchased intangible assets   (11,031 )   (11,021 )   (6,816 )   (22,052 )   (16,652 )
Non-GAAP amortization of purchased intangible assets $ -   $ -   $ -   $ -   $ -  
 
GAAP restructuring costs and other charges $ - $ - $ - $ - $ 256
Restructuring costs and other charges   -     -     -     -     (256 )
Non-GAAP restructuring costs and other charges $ -   $ -   $ -   $ -   $ -  
 
GAAP other (expense) income $ (1,077 ) $ (2,278 ) $ (430 ) $ (3,355 ) $ (1,460 )
Foreign exchange loss on foreign tax liabilities 260 953 16 1,213 978
Accretion of debt discount related to senior convertible notes 871 853 804 1,724 1,592
Accretion of liability for contingent consideration 334 476 - 810 -
Interest expense related to short-term loan   -     258     -     258     -  
Non-GAAP other income $ 388   $ 262   $ 390   $ 650   $ 1,110  
 
GAAP provision for income taxes $ 3,725 $ 5,923 $ 4,411 $ 9,648 $ 5,671
Provision for income taxes   (2,706 )   (4,541 )   (2,702 )   (7,247 )   (2,009 )
Non-GAAP provision for income taxes $ 1,019   $ 1,382   $ 1,709   $ 2,401   $ 3,662  
 
 
Three Months Ended Six Months Ended
June 26, March 27, June 27, June 26, June 27,

2011(1)

 

2011(2)

2010(3)

2011(4)

2010(5)

 
GAAP operating expenses $ 96,818 $ 97,729 $ 75,658 $ 194,547 $ 150,202
Stock-based compensation (6,786 ) (6,092 ) (5,434 ) (12,878 ) (10,567 )
Acquisition related costs (1,148 ) (1,350 ) (1,453 ) (2,498 ) (1,453 )
Lease exit costs - (3,392 ) - (3,392 ) -
Amortization of purchased intangible assets (11,031 ) (11,021 ) (6,816 ) (22,052 ) (16,652 )
Restructuring costs and other charges   -     -     -     -     (256 )
Non-GAAP operating expenses $ 77,853   $ 75,874   $ 61,955   $ 153,727   $ 121,274  
 
GAAP operating income $ 21,537 $ 544 $ 34,947 $ 22,081 $ 64,224
Stock-based compensation 7,046 6,315 5,663 13,361 11,014
Acquisition related costs 1,189 10,414 1,526 11,603 1,526
Lease exit costs - 3,392 - 3,392 -
Amortization of purchased intangible assets 11,031 11,021 6,816 22,052 16,652
Restructuring costs and other charges   -     -     -     -     256  
Non-GAAP operating income $ 40,803   $ 31,686   $ 48,952   $ 72,489   $ 93,672  
 
Non-GAAP operating margin % 24 % 20 % 30 % 22 % 30 %
 
GAAP net income (loss) $ 16,735 $ (7,657 ) $ 30,106 $ 9,078 $ 57,093
Stock-based compensation 7,046 6,315 5,663 13,361 11,014
Acquisition related costs 1,189 10,414 1,526 11,603 1,526
Lease exit costs - 3,392 - 3,392 -
Amortization of purchased intangible assets 11,031 11,021 6,816 22,052 16,652
Restructuring costs and other charges - - - - 256
Foreign exchange loss on foreign tax liabilities 260 953 16 1,213 978
Accretion of debt discount related to senior convertible notes 871 853 804 1,724 1,592
Accretion of liability for contingent consideration 334 476 - 810 -
Interest expense related to short-term loan - 258 - 258 -
Provision for income taxes   2,706     4,541     2,702     7,247     2,009  
Non-GAAP net income $ 40,172   $ 30,566   $ 47,633   $ 70,738   $ 91,120  
 
Non-GAAP net income per share - basic $ 0.17 $ 0.13 $ 0.21 $ 0.30 $ 0.40
Non-GAAP net income per share - diluted $ 0.17 $ 0.13 $ 0.20 $ 0.30 $ 0.39
 
Shares used to calculate non-GAAP net income per share - basic 234,993 234,058 230,997 234,526 230,401
Shares used to calculate non-GAAP net income per share - diluted 237,506 237,556 234,925 237,531 234,289
 

(1) $7.0 million stock-based compensation expense; $1.2 million acquisition related costs; $11.0 million amortization of purchased intangible assets; $0.3 million foreign exchange loss on foreign tax liabilities; $0.9 million of non-cash interest expense for the accretion of the debt discount related to the senior convertible notes; $0.3 million accretion of liability for contingent consideration; and $2.7 million income tax provision which includes $1.6 million income tax provision relating to inter-company transactions, $1.2 million net tax expense relating to foreign exchange translation of a foreign subsidiary, $0.9 million reduction of stock option related loss carry-forward benefit recognized in equity, $0.6 million arrears interest relating to unrecognized tax benefits, $0.5 million income tax provision for adjustments relating to prior periods, and $0.3 million income tax recovery related to stock-based compensation.

 

(2) $6.3 million stock-based compensation expense; $10.4 million acquisition related costs; $3.4 million lease exit costs; $11.0 million amortization of purchased intangible assets; $1.0 million foreign exchange loss on foreign tax liabilities; $0.9 million of non-cash interest expense for the accretion of the debt discount related to the senior convertible notes; $0.5 million accretion of liability for contingent consideration; $0.3 million interest expense related to short-term loan; and $4.5 million income tax provision which includes $2.2 million sheltered by the benefit of stock option related loss carry-forwards recognized in equity, $3.6 million income tax provision relating to inter-company transactions, $1.9 million net tax recovery relating to foreign exchange translation of a foreign subsidiary, and $0.6 million arrears interest relating to unrecognized tax benefits.

 

(3) $5.7 million stock-based compensation expense; $1.5 million acquisition related costs; $6.8 million amortization of purchased intangible assets; $0.8 million of non-cash interest expense for the accretion of the debt discount related to the senior convertible notes; and $2.7 million income tax provision which includes $2.1 million income tax provision relating to inter-company transactions, $0.5 million arrears interest relating to unrecognized tax benefits, $0.3 million net tax expense relating to foreign exchange translation of a foreign subsidiary, and $0.2 million deferred tax recovery related to non-deductible intangible asset amortization.

 

(4) $13.4 million stock-based compensation expense; $11.6 million acquisition related costs;  $3.4 million lease exit costs; $22.1 million amortization of purchased intangible assets; $1.2 million foreign exchange loss on foreign tax liabilities; $1.7 million of non-cash interest expense for the accretion of the debt discount related to the senior convertible notes; $0.8 million accretion of liability for contingent consideration; $0.3 million interest related to short-term loan; and $7.2 million income tax provision which includes $1.3 million sheltered by the benefit of stock option related loss carry-forwards recognized in equity, $5.3 million income tax provision relating to inter-company transactions, $0.7 million net tax recovery relating to foreign exchange translation of a foreign subsidiary, $1.2 million arrears interest relating to unrecognized tax benefits, $0.4 million income tax provision for adjustments relating to prior periods, and $0.3 million income tax recovery related to stock-based compensation.

 

(5) $11.0 million stock-based compensation expense; $1.5 million acquisition related costs; $16.7 million amortization of purchased intangible assets; $0.3 million restructuring costs; $1.0 million foreign exchange loss on foreign tax liabilities; $1.6 million of non-cash interest expense for the accretion of the debt discount related to the senior convertible notes; and $2.0 million income tax provision which includes $3.6 million income tax provision relating to inter-company transactions, $1.9 million net tax recovery relating to foreign exchange translation of a foreign subsidiary, $1.0 million arrears interest relating to unrecognized tax benefits, and $0.7 million deferred tax recovery relating to non-deductible intangible asset amortization.


 
PMC-Sierra, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
   
June 26, December 26,
2011 2010
ASSETS:
Current assets:
Cash and cash equivalents $ 170,521 $ 293,355
Short-term investments 94,016 54,801
Accounts receivable, net 71,022 69,263
Inventories, net 34,104 51,133
Prepaid expenses and other current assets 21,578 21,559
Income tax receivable 5,973 4,554
Deferred tax assets   17,222     12,162  
Total current assets 414,436 506,827
 
Investment securities 195,263 235,369
Investments and other assets 6,950 10,687
Prepaid expenses 19,951 22,987
Property and equipment, net 19,249 18,367
Goodwill 520,899 523,712
Intangible assets, net 182,314 202,265
Deferred tax assets 2,071 1,187
Deposits for wafer fabrication capacity   -     5,145  
$ 1,361,133   $ 1,526,546  
 
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Short-term loan $ - $ 180,991
Accounts payable 23,353 32,048
Accrued liabilities 70,632 76,566
Liability for unrecognized tax benefit 45,169 40,300
Deferred income taxes 2,660 2,823
Accrued restructuring costs 639 1,604
Deferred income 16,072 18,231
Liability for contingent consideration   29,004     -  
Total current liabilities 187,529 352,563
 
2.25% senior convertible notes due October 15, 2025, net 63,328 61,605
Liability for contingent consideration - 28,194
Long-term obligations 7,470 8,940
Deferred income taxes 39,579 36,549
Liability for unrecognized tax benefit 18,679 17,908
 

PMC special shares convertible into 1,029 (2010 - 1,370) shares of common stock

1,228 1,716
 
Stockholders' equity:
Common stock and additional paid in capital 1,591,120 1,576,201
Accumulated other comprehensive income 2,324 2,072
Accumulated deficit   (550,124 )   (559,202 )
Total stockholders' equity   1,043,320     1,019,071  
$ 1,361,133   $ 1,526,546  

 
PMC-Sierra, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
Six Months Ended
June 26, June 27,
2011 2010
 
Cash flows from operating activities:
Net income $ 9,078 $ 57,093
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 40,723 25,194
Stock-based compensation 13,361 11,014
Unrealized foreign exchange loss, net 1,828 766
Net amortization of premiums/discounts and accrued interest of investments 2,186 2,083
Accrued interest on short-term loan 589 -
(Gain) loss on disposal of investment securities (336 ) 298
 
Changes in operating assets and liabilities:
Accounts receivable (1,759 ) (20,805 )
Inventories 8,017 2,162
Prepaid expenses and other current assets 1,698 2,580
Accounts payable and accrued liabilities (9,045 ) 9,679
Deferred income taxes and income taxes payable 4,208 (11,157 )
Accrued restructuring costs (970 ) (1,139 )
Deferred income   (2,154 )   2,838  
Net cash provided by operating activities   67,424     80,606  
 
Cash flows from investing activities:
Acquisition of Channel Storage business from Adaptec, Inc. - (34,250 )
Purchases of property and equipment (5,861 ) (3,566 )
Purchases of intangible assets (3,930 ) (1,178 )
Redemption of short-term investments - 4,314
Disposals of investment securities 72,276 59,098
Purchases of investment securities   (72,957 )   (171,894 )
Net cash used in investing activities   (10,472 )   (147,476 )
 
Cash flows from financing activities:
Repayment of short-term loan (180,991 ) -
Proceeds from issuance of common stock 10,454 7,921
Purchases of treasury stock   (9,704 )   -  
Net cash (used in) provided by financing activities   (180,241 )   7,921  
 
Effect of exchange rate changes on cash and cash equivalents 455 103
Net decrease in cash and cash equivalents (122,834 ) (58,846 )
Cash and cash equivalents, beginning of period   293,355     192,841  
Cash and cash equivalents, end of period $ 170,521   $ 133,995  

CONTACT:
PMC-Sierra, Inc.
Mike Zellner, 1-408-988-1204
Vice President & CFO
or
Suzanne Craig, 1-415-217-4962
Investor Relations
or
Susan Shaw, 1-408-988-8515
Sr Manager, Communications