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8-K - PMC-SIERRA, INC. 8-K - PMC SIERRA INCa50257170.htm

Exhibit 99.1

PMC Reports First Quarter 2012 Results

PMC’s new investor relations website: http://investor.pmcs.com

Q1 2012 earnings announcement call live on website at 1:30 p.m. PT

Conference call replay number 1 (888) 843-7419; passcode 32054963#

Replay available shortly after end of conference call through May 14, 2012

SUNNYVALE, Calif.--(BUSINESS WIRE)--April 30, 2012--PMC® (Nasdaq:PMCS), the semiconductor innovator transforming storage, optical and mobile networks, today reported results for the first quarter ended April 1, 2012.

Net revenues in the first quarter of 2012 were $132.1 million, a decrease of 13% compared to $152.6 million in the fourth quarter of 2011, and 16% lower than net revenues of $157.4 million in the first quarter of 2011.

GAAP net loss in the first quarter of 2012 was $96.3 million, or $0.41 per share, including $85.4 million income tax provision related to an intercompany dividend made in preparation for funding our share repurchase program, of which $65.4 million had a corresponding offset recognized in equity from the utilization of stock-option-related loss carry-forwards. This compares to GAAP net income in the fourth quarter of 2011 of $28.4 million, or $0.12 per diluted share. Non-GAAP net income in the first quarter of 2012 was $14.0 million, or $0.06 per diluted share, compared to non-GAAP net income of $30.6 million, or $0.13 per diluted share, in the first quarter of 2011.

Non-GAAP net income in the first quarter of 2012 excludes the following items: (i) $6.6 million stock-based compensation expense; (ii) $1.4 million acquisition-related costs; (iii) $1.6 million termination costs; (iv) $0.4 million lease exit costs; (v) $11.3 million amortization of purchased intangible assets; (vi) $1.3 million foreign exchange loss on foreign tax liabilities; (vii) $0.9 million of non-cash interest expense for the accretion of the debt discount related to the senior convertible notes; and (viii) $86.7 million provision for income taxes.


“Despite a challenging first quarter, we continued to execute well, making key product announcements and winning designs in all of our business segments,” said Greg Lang, president and chief executive officer of PMC. “We expect sequential improvement in our business in Q2 and a stronger second half of 2012.”

For a full reconciliation of each non-GAAP item used herein to the most directly comparable GAAP financial measure, 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.

FIRST QUARTER AND RECENT HIGHLIGHTS

The Company announced the following in the first quarter of 2012:

  • PMC’s board of directors authorized a new share repurchase program for up to $275 million of its common stock, reflecting the Company’s strong balance sheet and free-cash-flow generation, and emphasizing the board’s commitment to enhancing shareholder value. Added to the $40 million share repurchase program that the board authorized in the fourth quarter of 2011, the total authorization is $315 million. PMC expects to fund the repurchases through the use of available cash resources.
  • Strengthening its relationships with leading server OEMs, PMC acquired Maxim Integrated Products, Inc.’s 12Gb/s SAS expander technology. Combined with PMC’s 12Gb/s SAS RAID-on-Chip (RoC) products, Maxim’s expander technology enables PMC to offer end-to-end 12Gb/s SAS solutions tailored for server platforms. Continued support for Maxim’s industry-leading server expander firmware will preserve OEM investment during the transition from 6Gb/s SAS to 12Gb/s SAS.
  • Adaptec by PMC™ demonstrated a server configuration at CeBIT that doubles storage performance and bandwidth featuring a RAID controller card prototype based on the industry’s only PCI Express® (PCIe®) 3.0 capable 24-port RoC from PMC, installed in a system based on the new Intel® Xeon® processor E5-2600 product family, and 22 Seagate Pulsar® enterprise solid state drives.
  • PMC announced that its 6Gb/s SAS RoC controllers are shipping on new HP ProLiant Generation 8 (Gen8) servers. PMC’s SRCv RoCs are the world’s first production released PCIe 3.0 capable storage controllers for the volume server market. The latest PCIe technology and 24 ports of 6Gb/s SAS connectivity enable HP Gen8 Servers to deliver seven times faster solid state storage performance and support twice the number of drives per RAID. Continuing its history of being first to market with production solutions, PMC has again demonstrated technology leadership in storage controllers.
  • Building on its FTTH leadership, PMC announced availability of the industry’s first end-to-end symmetric 10G-EPON fiber access SoC solution with performance and feature integration that enables carriers to connect up to 10 times more subscribers per Optical Distribution Network and lower power consumption by more than 50 percent.
  • PMC marked another major fiber access milestone, with more than 20 million ONU SoCs deployed in EPON, GPON and 10G-EPON Optical Network Units worldwide.

First Quarter 2012 Conference Call

Management will review the first quarter 2012 results and share its outlook for the second quarter of 2012 during a conference call at 1:30 p.m. Pacific Time/4:30 p.m. Eastern Time on April 30, 2012. The conference call webcast will be accessible under the Financial News and Events section of PMC’s website at: http://investor.pmcs.com. To listen to the conference call live by telephone, dial 1 (888) 771-4371 (US Toll Free) or 1 (847) 585-4405 (International) with passcode 32054963, approximately 10 minutes before the start time. A telephone playback will be available after the completion of the call and can be accessed at 1 (888) 843-7419 using the access code 32054963#. A replay of the webcast will be available for 10 business days.

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 and volatility in global financial markets.

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, the Company is driving innovation across storage, optical and mobile networks. PMC’s highly integrated solutions increase performance and enable next-generation services to accelerate the network transformation. For more information, visit www.pmcs.com. Follow PMC on Twitter, LinkedIn and RSS.

© Copyright PMC-Sierra, Inc. 2012. All rights reserved. PMC and PMC-SIERRA are registered trademarks of PMC-Sierra, Inc. in the United States and other countries. PMCS and Adaptec by PMC are trademarks of PMC-Sierra, Inc. Other product and company names mentioned herein may be trademarks of their respective owners. PMC is the corporate brand of PMC-Sierra, Inc.


PMC-Sierra, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for per share amounts)
(unaudited)
         
Three Months Ended
April 1, December 31, March 27,
2012 2011 2011
 
Net revenues $ 132,094 $ 152,553 $ 157,434
Cost of revenues   41,012     47,166     59,161  
Gross profit 91,082 105,387 98,273
 
Research and development 59,071 56,517 54,499
Selling, general and administrative 28,971 27,045 32,209
Amortization of purchased intangible assets   11,287     11,099     11,021  
(Loss) income from operations (8,247 ) 10,726 544
 
Other (expense) income:
Gain on investment securities and other 39 286 170
Amortization of debt issue costs (50 ) (50 ) (50 )
Foreign exchange loss (1,105 ) (1,194 ) (1,474 )
Interest expense, net   (179 )   (295 )   (924 )
(Loss) income before (provision for) recovery of income taxes (9,542 ) 9,473 (1,734 )
(Provision for) recovery of income taxes   (86,729 )   18,892     (5,923 )
Net (loss) income $ (96,271 ) $ 28,365   $ (7,657 )
 
Net (loss) income per common share - basic $ (0.41 ) $ 0.12 $ (0.03 )
Net (loss) income per common share - diluted $ (0.41 ) $ 0.12 $ (0.03 )
 
Shares used in per share calculation - basic 232,142 231,199 234,058
Shares used in per share calculation - diluted 232,142 232,028 234,058
 

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, other income (expense), (provision for) recovery of income taxes, operating expenses, operating income (loss), 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,
Other Income (Expense), (Provision for) Recovery of Income Taxes, Operating Expenses, Operating Income (Loss),
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

April 1,

December 31, March 27,

2012 (1)

2011 (2)

2011 (3)

 
GAAP cost of revenues $ 41,012 $ 47,166 $ 59,161
Stock-based compensation (224 ) (242 ) (223 )
Acquisition-related costs   (2 )   -     (9,064 )
Non-GAAP cost of revenues $ 40,786   $ 46,924   $ 49,874  
 
GAAP gross profit $ 91,082 $ 105,387 $ 98,273
Stock-based compensation 224 242 223
Acquisition-related costs   2     -     9,064  
Non-GAAP gross profit $ 91,308   $ 105,629   $ 107,560  
 
Non-GAAP gross profit % 69 % 69 % 68 %
 
GAAP research and development expense $ 59,071 $ 56,517 $ 54,499
Stock-based compensation (2,841 ) (2,983 ) (2,697 )
Acquisition-related costs (598 ) 175 (191 )
Termination costs   (1,484 )   -     -  
Non-GAAP research and development expense $ 54,148   $ 53,709   $ 51,611  
 
GAAP selling, general and administrative expense $ 28,971 $ 27,045 $ 32,209
Stock-based compensation (3,516 ) (3,500 ) (3,395 )
Acquisition-related costs (761 ) (810 ) (1,159 )
Termination costs (133 ) - -
Lease exit (costs) recoveries   (442 )   626     (3,392 )
Non-GAAP selling, general and administrative expense $ 24,119   $ 23,361   $ 24,263  
 
GAAP amortization of purchased intangible assets $ 11,287 $ 11,099 $ 11,021
Amortization of purchased intangible assets   (11,287 )   (11,099 )   (11,021 )
Non-GAAP amortization of purchased intangible assets $ -   $ -   $ -  
 
GAAP other expense $ (1,295 ) $ (1,253 ) $ (2,278 )
Foreign exchange loss on foreign tax liabilities 1,342 1,430 953
Accretion of debt discount related to senior convertible notes 925 906 853
Accretion of liability for contingent consideration - - 476
Interest expense related to short-term loan - - 258
Recovery of impairment on investment securities and other   -     (533 )   -  
Non-GAAP other income $ 972   $ 550   $ 262  
 
GAAP provision for (recovery of) income taxes $ 86,729 $ (18,892 ) $ 5,923
(Provision for) recovery of income taxes   (86,718 )   18,889     (4,541 )
Non-GAAP provision for (recovery of) income taxes $ 11   $ (3 ) $ 1,382  
 
 
Three Months Ended
April 1, December 31, March 27,

2012 (1)

2011 (2)

2011 (3)

 
GAAP operating expenses $ 99,329 $ 94,661 $ 97,729
Stock-based compensation (6,357 ) (6,483 ) (6,092 )
Acquisition-related costs (1,359 ) (635 ) (1,350 )
Termination costs (1,617 ) - -
Lease exit (costs) recoveries (442 ) 626 (3,392 )
Amortization of purchased intangible assets   (11,287 )   (11,099 )   (11,021 )
Non-GAAP operating expenses $ 78,267   $ 77,070   $ 75,874  
 
GAAP operating (loss) income $ (8,247 ) $ 10,726 $ 544
Stock-based compensation 6,581 6,725 6,315
Acquisition-related costs 1,361 635 10,414
Termination costs 1,617 - -
Lease exit costs (recoveries) 442 (626 ) 3,392
Amortization of purchased intangible assets   11,287     11,099     11,021  
Non-GAAP operating income $ 13,041   $ 28,559   $ 31,686  
 
Non-GAAP operating margin % 10 % 19 % 20 %
 
GAAP net (loss) income $ (96,271 ) $ 28,365 $ (7,657 )
Stock-based compensation 6,581 6,725 6,315
Acquisition-related costs 1,361 635 10,414
Termination costs 1,617 - -
Lease exit costs (recoveries) 442 (626 ) 3,392
Amortization of purchased intangible assets 11,287 11,099 11,021
Foreign exchange loss on foreign tax liabilities 1,342 1,430 953
Accretion of debt discount related to senior convertible notes 925 906 853
Accretion of liability for contingent consideration - - 476
Interest expense related to short-term loan - - 258
Recovery of impairment on investment securities and other - (533 ) -
Provision for (recovery of) income taxes   86,718     (18,889 )   4,541  
Non-GAAP net income $ 14,002   $ 29,112   $ 30,566  
 
Non-GAAP net income per share - basic $ 0.06 $ 0.13 $ 0.13
Non-GAAP net income per share - diluted $ 0.06 $ 0.13 $ 0.13
 
Shares used to calculate non-GAAP net income per share - basic 232,142 231,199 234,058
Shares used to calculate non-GAAP net income per share - diluted 234,198 232,028 237,556
 

(1) $6.6 million stock-based compensation expense; $1.4 million acquisition-related costs; $1.6 million termination costs; $0.4 million lease exit costs; $11.3 million amortization of purchased intangible assets; $1.3 million foreign exchange loss on foreign tax liabilities; $0.9 million non-cash interest expense for the accretion of the debt discount related to the senior convertible notes; and $86.7 million provision for income taxes which includes $85.4 million income tax provision related to an intercompany dividend, $1.6 million income tax provision relating to intercompany transactions, $0.6 million arrears interest relating to unrecognized tax benefits, $0.5 million deferred tax recovery related to non-deductible intangible asset amortization, $0.2 million net tax recovery relating to foreign exchange translation of a foreign subsidiary, and $0.2 million income tax recovery for adjustments relating to prior periods.

 

(2) $6.7 million stock-based compensation expense; $0.6 million acquisition-related costs; $0.6 million recovery of lease exit costs; $11.1 million amortization of purchased intangible assets; $1.4 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 recovery of impairment on investment securities and other; and $18.9 million recovery of income taxes which includes $10.2 million income tax recovery for adjustments relating to prior periods, $2.5 million reduction of stock option related loss carry-forwards recognized in equity, $1.8 million recovery of arrears interest relating to unrecognized tax benefits, $1 million income tax recovery related to foreign tax credits, $0.6 million net tax recovery relating to foreign exchange translation of a foreign subsidiary, $0.4 million income tax recovery relating to intercompany transactions, and $2.4 million deferred tax recovery related to non-deductible intangible asset amortization.

 

(3) $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 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 intercompany 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.

 

PMC-Sierra, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
         
 
April 1, December 31,
2012 2011
ASSETS:
Current assets:
Cash and cash equivalents $ 182,004 $ 182,571
Short-term investments 109,061 104,391
Accounts receivable, net 62,826 59,213
Inventories, net 31,192 39,911
Prepaid expenses and other current assets 20,264 23,411
Income tax receivable 6,221 8,027
Deferred tax assets   32,829     30,725  
Total current assets 444,397 448,249
 
Investment securities 216,036 226,619
Investments and other assets 2,187 2,431
Prepaid expenses 15,737 16,901
Property and equipment, net 27,888 25,364
Goodwill 521,543 520,899
Intangible assets, net 162,342 158,482
Deferred tax assets   598     494  
$ 1,390,728   $ 1,399,439  
 
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
2.25% senior convertible notes due October 15, 2025, net $ 66,047 $ 65,122
Accounts payable 21,699 38,340
Accrued liabilities 83,663 66,139
Liability for unrecognized tax benefit 48,186 46,394
Deferred income taxes 2,535 2,450
Deferred income   16,386     16,024  
Total current liabilities 238,516 234,469
 
Long-term obligations 1,334 1,284
Deferred income taxes 41,651 40,663
Liability for unrecognized tax benefit 17,872 17,323
 

PMC special shares convertible into 1,019 (2011 - 1,029) shares of common stock

1,188 1,228
 
Stockholders' equity:
Common stock and additional paid in capital 1,673,917 1,594,667
Accumulated other comprehensive income (loss) 1,570 (1,146 )
Accumulated deficit   (585,320 )   (489,049 )
Total stockholders' equity   1,090,167     1,104,472  
$ 1,390,728   $ 1,399,439  
 

PMC-Sierra, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
         
Three Months Ended
April 1, March 27,
2012 2011
 
Cash flows from operating activities:
Net loss $ (96,271 ) $ (7,657 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 15,919 24,828
Stock-based compensation 6,581 6,315
Unrealized foreign exchange loss, net 1,312 1,360
Net amortization of premiums/discounts and accrued interest of investments 1,462 1,159
Accrued interest on short-term loan - 589
Gain on investment securities and other (35 ) (170 )
 
Changes in operating assets and liabilities:
Accounts receivable (3,613 ) (10,822 )
Inventories 8,719 4,649
Prepaid expenses and other current assets 1,106 (305 )
Accounts payable and accrued liabilities 8,225 (13,435 )
Deferred income taxes and income taxes payable 68,173 4,326
Accrued restructuring costs - (485 )
Deferred income   362     (957 )
Net cash provided by operating activities   11,940     9,395  
 
Cash flows from investing activities:
Business acquisition (15,900 ) -
Purchases of property and equipment (9,070 ) (2,937 )
Purchases of intangible assets - (1,194 )
Disposals of investment securities 37,144 33,026
Purchases of investment securities   (31,891 )   (31,779 )
Net cash used in investing activities   (19,717 )   (2,884 )
 
Cash flows from financing activities:
Repayment of short-term loan - (180,991 )
Proceeds from issuance of common stock   7,220     7,086  
Net cash provided by (used in) financing activities   7,220     (173,905 )
 
Effect of exchange rate changes on cash and cash equivalents (10 ) 318
Net decrease in cash and cash equivalents (567 ) (167,076 )
Cash and cash equivalents, beginning of period   182,571     293,355  
Cash and cash equivalents, end of period $ 182,004   $ 126,279  

CONTACT:
PMC-Sierra, Inc.
Mike Zellner, 1-408-988-1204
Vice President & CFO
mike_zellner@pmc-sierra.com
or
Jennifer Gianola, 1-408-239-8630
Director, Investor Relations
jennifer_gianola@pmc-sierra.com
or
Kimberly Mason, 1-604-415-6239
Sr Communications Specialist
kim_mason@pmc-sierra.com