UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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
23, 2015
PMC-SIERRA,
INC.
(Exact
name of Registrant as specified in its charter)
Delaware
|
0-19084
|
94-2925073
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer Identification Number)
|
1380 Bordeaux Drive
Sunnyvale, CA 94089
(Address
of Principal Executive Offices) (Zip Code)
(408)
239-8000
(Registrant’s
telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 2.02. Results of Operations and Financial Condition
On July 23, 2015, PMC-Sierra, Inc. (the “Company”) issued a press
release reporting the financial results for its fiscal second quarter
ended June 27, 2015. The press release is attached hereto as Exhibit
99.1 and incorporated by reference herein.
As a supplement to the Company’s condensed consolidated financial
statements presented on a generally accepted accounting principles
(“GAAP”) basis, the Company provides additional non-GAAP measures for
cost of revenues, gross profit, gross profit percentage, research and
development expense, net, selling, general and administrative expense,
amortization of purchased intangible assets, other income (expense),
benefit from (provision for) income taxes, operating expenses, operating
(loss) income, net (loss) income, and basic and diluted net (loss)
income per share in its press release, along with reconciliations to
each of the most comparable GAAP measures.
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 performance of financial analysis.
Management uses these measures internally to evaluate its in-period
operating performance and 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.
The information in Item 2.02, including Exhibit 99.1, shall not be
deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act regardless of any general
incorporation language in such filing.
ITEM 2.05. Costs Associated with Exit or Disposal Activities
On July 23, 2015, the Company announced its cost reduction plan to
reduce spending across the organization. This involves a reduction in
force of approximately 200 employees worldwide and other reductions that
are together expected to result in approximately $40 million per year in
savings. In connection with this plan, the Company expects to incur
charges of approximately $15 million to $16 million, including
approximately $13 million to $14 million in charges related to employee
severance and related compensation benefits and approximately $2 million
in charges related to site closures, asset impairments, and completion
costs. The Company expects approximately $14 million of these charges
to be future cash expenditures. The Company expects to realize the full
savings from its spending reductions by end of fourth quarter 2015 and
to complete activities under its cost reduction plan by end of fourth
quarter 2016.
The cost estimates included above are preliminary and represent
forward-looking statements based on our current expectations, estimates
and projections about our business and industry, management’s beliefs,
and certain assumptions made by us, all of which are subject to
change. Forward-looking statements can often be identified by words
such as “anticipates,” “believes,” “plans,” “expects,” “future,”
“intends,” “may,” “could,” “should,” “estimates,” “predicts,”
“potential,” “continue,” “becoming,” “transitioning” and similar
expressions, and variations or negatives of these words, and include the
statement of our current expectations regarding our operating expense
savings resulting from the restructuring activities described above.
These forward-looking statements are not guarantees of future results
and are subject to risks, uncertainties and assumptions that could cause
our actual results to differ materially and adversely from those
expressed in any forward-looking statement. Investors are cautioned not
to place undue reliance on these forward-looking statements, which
reflect management’s analysis only as of the date of this Current
Report. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
ITEM 9.01. Financial Statements and Exhibits
(d)
|
|
Exhibits.
|
|
|
|
|
|
|
99.1
|
Press release dated July 23, 2015 reporting financial results of
the Registrant for its fiscal second quarter ended June 27, 2015.
|
SIGNATURE
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.
|
|
|
|
|
PMC-SIERRA, INC.
|
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
July 23, 2015
|
|
By:
|
/s/ Steven J. Geiser
|
|
|
|
|
|
|
Vice President
|
|
|
|
|
|
Chief Financial Officer and
|
|
|
|
|
|
Principal Accounting Officer
|
EXHIBIT INDEX
|
|
Exhibit Number
|
Description
|
99.1
|
Press release dated July 23, 2015, reporting financial results of
the Registrant for its fiscal second quarter ended June 27, 2015.
|
Exhibit 99.1
PMC
Reports Second Quarter 2015 Results
Q2 2015
earnings announcement call live on http://investor.pmcs.com
at 1:30 p.m. PT
Conference
call:
1
(888) 364-3108 or 1 (719) 325-2458 outside North America; passcode
8830911#
Replay
available shortly after end of conference call through August 22, 2015
SUNNYVALE, Calif.--(BUSINESS WIRE)--July 23, 2015--PMC-Sierra, Inc.
(PMC®) (Nasdaq: PMCS), the semiconductor and software solutions
innovator transforming networks that connect, move and store big data,
today reported results for the second quarter ended June 27, 2015.
Net revenues in the second quarter of 2015 totaled $124.8
million, a decrease of 1.6 percent, compared to $126.8 million in the
second quarter of 2014, and a decrease of 6.2 percent from $133.1
million in the first quarter of 2015.
GAAP net loss in the second quarter of 2015 totaled $8.6
million or $0.04 per share, compared to GAAP net loss in the second
quarter of 2014 of $3.5 million or $0.02 per share, and GAAP net
income in the first quarter of 2015 of $4.7 million or $0.02 per
diluted share.
Non-GAAP net income in the second quarter of 2015 totaled $18.0
million or $0.09 per diluted share, compared to non-GAAP net income in
the second quarter of 2014 of $18.3 million or $0.09 per diluted share,
and to non-GAAP net income in the first quarter of 2015 of $20.9 million
or $0.10 per diluted share.
The Company also today initiated steps to reduce spending across the
organization by approximately 14 percent. This reorganization involves a
reduction in force of approximately 200 employees worldwide and other
reductions that are together expected to result in approximately $40
million per year in savings. The full savings resulting from these
workforce reductions will not be realized until the fourth quarter of
the current year, although some impact from these measures will be
noticeable in the Company’s third quarter results.
“2015 has started weaker than expected in the carrier and storage end
markets,” said PMC President and Chief Executive Officer, Greg Lang.
“Given the tepid growth environment, we are taking immediate action to
reduce spending and accelerate our return to target model profitability.”
For a full reconciliation of each non-GAAP item used herein to the most
directly comparable GAAP financial measure, please refer to the schedule
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.
SECOND QUARTER HIGHLIGHTS
The Company announced the following in the second quarter of 2015:
-
On July 22, PMC announced it was named a gold award winner in the
ChannelPro-SMB 2015 Readers’ Choice Awards for Best SATA/SAS RAID
Controller. Readers of ChannelPro-SMB cast their votes for the
solution that best satisfies the unique business requirements, work
styles, and budgets of their small and midsize business clients, and
partner organizations.
-
On July 15, PMC announced it won the Fujitsu Network
Communications 2015 Technology Award for DIGI-120G. This prestigious
award recognizes PMC as an outstanding technology partner for
delivering cutting-edge technology and exceptional technical support
that enables Fujitsu to rapidly deliver competitive optical transport
solutions to market.
-
On June 4, PMC hosted a Storage Technology Summit at the China Cloud
Computing Conference in Beijing, China. PMC was joined by Baidu,
Inspur, Memblaze, Sina and Sugon to discuss the storage technologies
and architectures that are powering the China cloud.
-
On May 22, Memblaze Technology Co., Ltd. launched its next-generation
PBlaze4 PCIe Solid-State Drive Series, which is based on PMC’s
Flashtec™ NVMe Controllers.
Second Quarter 2015 Conference Call
Management will review second quarter 2015 results, share its outlook
for the third quarter of 2015 and discuss the spending reductions
described above during a conference call at 1:30 p.m. Pacific Time/4:30
p.m. Eastern Time on July 23, 2015. The conference call webcast will be
accessible under the Financial News and Events section at http://investor.pmcs.com.
To listen to the conference call by telephone, dial 1 (888) 364-3108 or
1 (719) 325-2458 outside North America with passcode 8830911#
approximately ten minutes before the start time. A telephone playback
will be available until August 22, 2015, and can be accessed at 1 (888)
203-1112 or 1 (719) 457-0820 outside North America using passcode
8830911#.
Safe Harbor Statement
This release contains forward-looking statements that involve risks and
uncertainties. The Company’s SEC filings, including the Company’s most
recent reports on Form 10-K and Form 10-Q, 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 tax rates, foreign exchange rates
and volatility in global financial markets.
About PMC
PMC (Nasdaq:PMCS) is the semiconductor and software solutions innovator
transforming networks that connect, move and store big data. 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 Facebook, Twitter, LinkedIn and
RSS.
© Copyright PMC-Sierra, Inc. 2015. All rights reserved. PMC and
PMC-SIERRA are registered trademarks of PMC-Sierra, Inc. in the United
States and other countries, PMCS and Flashtec are trademarks of
PMC-Sierra, Inc. PMC disclaims any ownership rights in other product and
company names mentioned herein. 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
|
|
Six Months Ended
|
|
|
|
June 27,
|
|
March 28,
|
|
June 28,
|
|
June 27,
|
|
June 28,
|
|
|
|
|
2015
|
|
|
|
2015
|
|
|
|
2014
|
|
|
|
2015
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
$
|
124,767
|
|
|
$
|
133,071
|
|
|
$
|
126,822
|
|
|
$
|
257,838
|
|
|
$
|
253,290
|
|
Cost of revenues
|
|
|
|
38,434
|
|
|
|
39,980
|
|
|
|
36,824
|
|
|
$
|
78,414
|
|
|
|
74,388
|
|
Gross profit
|
|
|
|
86,333
|
|
|
|
93,091
|
|
|
|
89,998
|
|
|
|
179,424
|
|
|
|
178,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development, net
|
|
|
|
55,833
|
|
|
|
48,866
|
|
|
|
49,388
|
|
|
|
104,699
|
|
|
|
99,536
|
|
Selling, general and administrative
|
|
|
|
30,488
|
|
|
|
30,051
|
|
|
|
28,991
|
|
|
|
60,539
|
|
|
|
58,331
|
|
Amortization of purchased intangible assets
|
|
|
|
9,269
|
|
|
|
9,317
|
|
|
|
9,948
|
|
|
|
18,586
|
|
|
|
22,277
|
|
(Loss) income from operations
|
|
|
|
(9,257
|
)
|
|
|
4,857
|
|
|
|
1,671
|
|
|
|
(4,400
|
)
|
|
|
(1,242
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
Gain on investment securities and other investments
|
|
|
|
25
|
|
|
|
32
|
|
|
|
46
|
|
|
|
57
|
|
|
|
75
|
|
Amortization of debt issuance costs
|
|
|
|
(51
|
)
|
|
|
(51
|
)
|
|
|
(51
|
)
|
|
|
(102
|
)
|
|
|
(102
|
)
|
Accretion of discount on short-term and long-term obligation
|
|
|
|
(180
|
)
|
|
|
(210
|
)
|
|
|
-
|
|
|
|
(390
|
)
|
|
|
-
|
|
Foreign exchange (loss) gain
|
|
|
|
(948
|
)
|
|
|
2,594
|
|
|
|
(789
|
)
|
|
|
1,646
|
|
|
|
(257
|
)
|
Interest and other financial income, net
|
|
|
|
317
|
|
|
|
164
|
|
|
|
114
|
|
|
|
481
|
|
|
|
123
|
|
(Loss) income before recovery of (provision for) income taxes
|
|
|
|
(10,094
|
)
|
|
|
7,386
|
|
|
|
991
|
|
|
|
(2,708
|
)
|
|
|
(1,403
|
)
|
Recovery of (provision for) income taxes
|
|
|
|
1,515
|
|
|
|
(2,731
|
)
|
|
|
(4,471
|
)
|
|
|
(1,216
|
)
|
|
|
(6,318
|
)
|
Net (loss) income
|
|
|
$
|
(8,579
|
)
|
|
$
|
4,655
|
|
|
$
|
(3,480
|
)
|
|
$
|
(3,924
|
)
|
|
$
|
(7,721
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per common share - basic and diluted
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in per share calculation - basic
|
|
|
|
195,732
|
|
|
|
200,249
|
|
|
|
196,114
|
|
|
|
197,991
|
|
|
|
195,651
|
|
Shares used in per share calculation - diluted
|
|
|
|
195,732
|
|
|
|
205,688
|
|
|
|
196,114
|
|
|
|
197,991
|
|
|
|
195,651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, net, selling, general and administrative
expense, amortization of purchased intangible assets, other income
(expense), benefit from (provision for) income taxes, operating
expenses, operating (loss) income, operating margin, net (loss) income,
and net income per share - basic and diluted.
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, net,
|
|
Selling, General and Administrative Expense, Amortization of
Purchased Intangible Assets
|
|
Other Income (Expense), Benefit from (Provision for) Income
Taxes, Operating Expenses, Operating (Loss) Income,
|
|
Net (Loss) Income, and Net (Loss) Income Per Share - Basic and
Diluted
|
|
(in thousands, except for per share amounts)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
|
|
|
June 27,
|
|
March 28,
|
|
June 28,
|
|
June 27,
|
|
June 28,
|
|
|
|
|
|
|
2015
|
|
|
|
2015
|
|
|
|
2014
|
|
|
|
2015
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP cost of revenues
|
|
|
$
|
38,434
|
|
|
$
|
39,980
|
|
|
$
|
36,824
|
|
|
$
|
78,414
|
|
|
$
|
74,388
|
|
|
Stock-based compensation
|
|
|
|
(266
|
)
|
|
|
(271
|
)
|
|
$
|
(214
|
)
|
|
|
(537
|
)
|
|
|
(455
|
)
|
|
Termination (costs) recoveries
|
|
|
|
(1,215
|
)
|
|
|
-
|
|
|
$
|
-
|
|
|
|
(1,215
|
)
|
|
|
9
|
|
|
Non-GAAP cost of revenues
|
|
|
$
|
36,953
|
|
|
$
|
39,709
|
|
|
$
|
36,610
|
|
|
$
|
76,662
|
|
|
$
|
73,942
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP gross profit
|
|
|
$
|
86,333
|
|
|
$
|
93,091
|
|
|
$
|
89,998
|
|
|
$
|
179,424
|
|
|
$
|
178,902
|
|
|
Stock-based compensation
|
|
|
|
266
|
|
|
|
271
|
|
|
|
214
|
|
|
|
537
|
|
|
|
455
|
|
|
Termination costs (recoveries)
|
|
|
|
1,215
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,215
|
|
|
|
(9
|
)
|
|
Non-GAAP gross profit
|
|
|
$
|
87,814
|
|
|
$
|
93,362
|
|
|
$
|
90,212
|
|
|
$
|
181,176
|
|
|
$
|
179,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP gross profit %
|
|
|
|
70.4
|
%
|
|
|
70.2
|
%
|
|
|
71.1
|
%
|
|
|
70.3
|
%
|
|
|
70.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP research and development expense, net
|
|
|
$
|
55,833
|
|
|
$
|
48,866
|
|
|
$
|
49,388
|
|
|
$
|
104,699
|
|
|
$
|
99,536
|
|
|
Stock-based compensation
|
|
|
|
(2,400
|
)
|
|
|
(2,844
|
)
|
|
|
(1,903
|
)
|
|
|
(5,244
|
)
|
|
|
(4,550
|
)
|
|
Acquisition-related costs
|
|
|
|
(162
|
)
|
|
|
(106
|
)
|
|
|
(794
|
)
|
|
|
(268
|
)
|
|
|
(1,594
|
)
|
|
Termination (costs) recoveries
|
|
|
|
(7,944
|
)
|
|
|
38
|
|
|
|
(342
|
)
|
|
|
(7,906
|
)
|
|
|
(284
|
)
|
|
Asset impairments
|
|
|
|
(252
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(252
|
)
|
|
|
-
|
|
|
Non-GAAP research and development expense, net
|
|
|
$
|
45,075
|
|
|
$
|
45,954
|
|
|
$
|
46,349
|
|
|
$
|
91,029
|
|
|
$
|
93,108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP selling, general and administrative expense
|
|
|
$
|
30,488
|
|
|
$
|
30,051
|
|
|
$
|
28,991
|
|
|
$
|
60,539
|
|
|
$
|
58,331
|
|
|
Stock-based compensation
|
|
|
|
(3,445
|
)
|
|
|
(3,578
|
)
|
|
|
(2,798
|
)
|
|
|
(7,023
|
)
|
|
|
(6,101
|
)
|
|
Acquisition-related costs
|
|
|
|
(34
|
)
|
|
|
(171
|
)
|
|
|
(3
|
)
|
|
|
(205
|
)
|
|
|
(64
|
)
|
|
Lease exit recoveries (costs)
|
|
|
|
488
|
|
|
|
11
|
|
|
|
(4
|
)
|
|
|
499
|
|
|
|
(146
|
)
|
|
Termination costs
|
|
|
|
(3,867
|
)
|
|
|
(507
|
)
|
|
|
(1,295
|
)
|
|
|
(4,374
|
)
|
|
|
(1,298
|
)
|
|
Asset impairments
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(477
|
)
|
|
Other expenses
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(58
|
)
|
|
Non-GAAP selling, general and administrative expense
|
|
|
$
|
23,630
|
|
|
$
|
25,806
|
|
|
$
|
24,891
|
|
|
$
|
49,436
|
|
|
$
|
50,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP amortization of purchased intangible assets
|
|
|
$
|
9,269
|
|
|
$
|
9,317
|
|
|
$
|
9,948
|
|
|
$
|
18,586
|
|
|
$
|
22,277
|
|
|
Amortization of purchased intangible assets
|
|
|
|
(9,269
|
)
|
|
|
(9,317
|
)
|
|
|
(9,948
|
)
|
|
|
(18,586
|
)
|
|
|
(22,277
|
)
|
|
Non-GAAP amortization of purchased intangible assets
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP other income
|
|
|
$
|
(837
|
)
|
|
$
|
2,529
|
|
|
$
|
(680
|
)
|
|
$
|
1,692
|
|
|
$
|
(161
|
)
|
|
Foreign exchange loss (gain) on foreign tax liabilities
|
|
|
|
487
|
|
|
|
(2,179
|
)
|
|
|
976
|
|
|
|
(1,692
|
)
|
|
|
97
|
|
|
Accretion of discount on short-term and long-term obligations
|
|
|
|
180
|
|
|
|
210
|
|
|
|
-
|
|
|
|
390
|
|
|
|
-
|
|
|
Non-GAAP other income (expense)
|
|
|
$
|
(170
|
)
|
|
$
|
560
|
|
|
$
|
296
|
|
|
$
|
390
|
|
|
$
|
(64
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP benefit from (provision for) income taxes
|
|
|
$
|
1,515
|
|
|
$
|
(2,731
|
)
|
|
$
|
(4,471
|
)
|
|
$
|
(1,216
|
)
|
|
$
|
(6,318
|
)
|
|
Benefit from (provision for) income taxes
|
|
|
|
(2,467
|
)
|
|
|
1,516
|
|
|
|
3,550
|
|
|
|
(951
|
)
|
|
|
4,661
|
|
|
Non-GAAP provision for income taxes
|
|
|
$
|
(952
|
)
|
|
$
|
(1,215
|
)
|
|
$
|
(921
|
)
|
|
$
|
(2,167
|
)
|
|
$
|
(1,657
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP operating expenses
|
|
|
$
|
95,590
|
|
|
$
|
88,234
|
|
|
$
|
88,327
|
|
|
$
|
183,824
|
|
|
$
|
180,144
|
|
|
Stock-based compensation
|
|
|
|
(5,845
|
)
|
|
|
(6,422
|
)
|
|
|
(4,701
|
)
|
|
|
(12,267
|
)
|
|
|
(10,651
|
)
|
|
Acquisition-related costs
|
|
|
|
(196
|
)
|
|
|
(277
|
)
|
|
|
(797
|
)
|
|
|
(473
|
)
|
|
|
(1,658
|
)
|
|
Asset impairments
|
|
|
|
(252
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(252
|
)
|
|
|
(477
|
)
|
|
Lease exit recoveries (costs)
|
|
|
|
488
|
|
|
|
11
|
|
|
|
(4
|
)
|
|
|
499
|
|
|
|
(146
|
)
|
|
Termination costs
|
|
|
|
(11,811
|
)
|
|
|
(469
|
)
|
|
|
(1,637
|
)
|
|
|
(12,280
|
)
|
|
|
(1,582
|
)
|
|
Amortization of purchased intangible assets
|
|
|
|
(9,269
|
)
|
|
|
(9,317
|
)
|
|
|
(9,948
|
)
|
|
|
(18,586
|
)
|
|
|
(22,277
|
)
|
|
Other expenses
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(58
|
)
|
|
Non-GAAP operating expenses
|
|
|
$
|
68,705
|
|
|
$
|
71,760
|
|
|
$
|
71,240
|
|
|
$
|
140,465
|
|
|
$
|
143,295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 27,
|
|
March 28,
|
|
June 28,
|
|
June 27,
|
|
June 28,
|
|
|
|
|
|
2015
|
|
|
|
2015
|
|
|
|
2014
|
|
|
|
2015
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP operating (loss) income
|
|
|
$
|
(9,257
|
)
|
|
$
|
4,857
|
|
|
$
|
1,671
|
|
|
$
|
(4,400
|
)
|
|
$
|
(1,242
|
)
|
|
Stock-based compensation
|
|
|
|
6,111
|
|
|
|
6,693
|
|
|
|
4,915
|
|
|
|
12,804
|
|
|
|
11,106
|
|
|
Acquisition-related costs
|
|
|
|
196
|
|
|
|
277
|
|
|
|
797
|
|
|
|
473
|
|
|
|
1,658
|
|
|
Asset impairments
|
|
|
|
252
|
|
|
|
-
|
|
|
|
-
|
|
|
|
252
|
|
|
|
477
|
|
|
Lease exit (recoveries) costs
|
|
|
|
(488
|
)
|
|
|
(11
|
)
|
|
|
4
|
|
|
|
(499
|
)
|
|
|
146
|
|
|
Termination costs
|
|
|
|
13,026
|
|
|
|
469
|
|
|
|
1,637
|
|
|
|
13,495
|
|
|
|
1,573
|
|
|
Amortization of purchased intangible assets
|
|
|
|
9,269
|
|
|
|
9,317
|
|
|
|
9,948
|
|
|
|
18,586
|
|
|
|
22,277
|
|
|
Other expenses
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
58
|
|
|
Non-GAAP operating income
|
|
|
$
|
19,109
|
|
|
$
|
21,602
|
|
|
$
|
18,972
|
|
|
$
|
40,711
|
|
|
$
|
36,053
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP operating margin
|
|
|
|
15.3
|
%
|
|
|
16.2
|
%
|
|
|
15.0
|
%
|
|
|
15.8
|
%
|
|
|
14.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net (loss) income
|
|
|
$
|
(8,579
|
)
|
|
$
|
4,655
|
|
|
$
|
(3,480
|
)
|
|
$
|
(3,924
|
)
|
|
$
|
(7,721
|
)
|
|
Stock-based compensation
|
|
|
|
6,111
|
|
|
|
6,693
|
|
|
|
4,915
|
|
|
|
12,804
|
|
|
|
11,106
|
|
|
Acquisition-related costs
|
|
|
|
196
|
|
|
|
277
|
|
|
|
797
|
|
|
|
473
|
|
|
|
1,658
|
|
|
Termination costs
|
|
|
|
13,026
|
|
|
|
469
|
|
|
|
1,637
|
|
|
|
13,495
|
|
|
|
1,573
|
|
|
Asset impairments
|
|
|
|
252
|
|
|
|
-
|
|
|
|
-
|
|
|
|
252
|
|
|
|
477
|
|
|
Lease exit (recoveries) costs
|
|
|
|
(488
|
)
|
|
|
(11
|
)
|
|
|
4
|
|
|
|
(499
|
)
|
|
|
146
|
|
|
Amortization of purchased intangible assets
|
|
|
|
9,269
|
|
|
|
9,317
|
|
|
|
9,948
|
|
|
|
18,586
|
|
|
|
22,277
|
|
|
Other expenses
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
58
|
|
|
Foreign exchange loss (gain) on foreign tax liabilities
|
|
|
|
487
|
|
|
|
(2,179
|
)
|
|
|
976
|
|
|
|
(1,692
|
)
|
|
|
97
|
|
|
Accretion of discount on short-term and long-term obligations
|
|
|
|
180
|
|
|
|
210
|
|
|
|
-
|
|
|
|
390
|
|
|
|
-
|
|
|
(Provision for) benefit from income taxes
|
|
|
|
(2,467
|
)
|
|
|
1,516
|
|
|
|
3,550
|
|
|
|
(951
|
)
|
|
|
4,661
|
|
|
Non-GAAP net income
|
|
|
$
|
17,987
|
|
|
$
|
20,947
|
|
|
$
|
18,347
|
|
|
$
|
38,934
|
|
|
$
|
34,332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income per share - basic
|
|
|
$
|
0.09
|
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
|
$
|
0.20
|
|
|
$
|
0.18
|
|
|
Non-GAAP net income per share - diluted
|
|
|
$
|
0.09
|
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
|
$
|
0.19
|
|
|
$
|
0.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used to calculate non-GAAP net income per share - basic
|
|
|
|
195,732
|
|
|
|
200,249
|
|
|
|
196,114
|
|
|
|
197,991
|
|
|
|
195,651
|
|
|
Shares used to calculate non-GAAP net income per share - diluted
|
|
|
|
200,501
|
|
|
|
205,688
|
|
|
|
199,594
|
|
|
|
203,095
|
|
|
|
198,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PMC-Sierra, Inc.
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
(in thousands)
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
June 27,
|
|
December 27,
|
|
|
|
|
2015
|
|
|
|
2014
|
|
ASSETS:
|
|
|
|
|
|
Current assets:
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
64,864
|
|
|
$
|
112,570
|
|
Short-term investments
|
|
|
45,386
|
|
|
|
45,885
|
|
Cash, cash equivalents and short-term investments
|
|
|
110,250
|
|
|
|
158,455
|
|
Accounts receivable, net
|
|
|
58,141
|
|
|
|
55,414
|
|
Inventories, net
|
|
|
36,165
|
|
|
|
37,949
|
|
Prepaid expenses and other current assets
|
|
|
14,097
|
|
|
|
16,473
|
|
Income taxes receivable
|
|
|
1,554
|
|
|
|
1,968
|
|
Prepaid tax expense
|
|
|
-
|
|
|
|
51
|
|
Deferred tax assets
|
|
|
5,008
|
|
|
|
5,442
|
|
Total current assets
|
|
|
225,215
|
|
|
|
275,752
|
|
|
|
|
|
|
|
Investment securities
|
|
|
131,508
|
|
|
|
107,509
|
|
Investments and other assets
|
|
|
7,629
|
|
|
|
7,683
|
|
Prepaid tax expense
|
|
|
93
|
|
|
|
42
|
|
Property and equipment, net
|
|
|
37,413
|
|
|
|
37,311
|
|
Goodwill
|
|
|
|
283,239
|
|
|
|
283,239
|
|
Intangible assets, net
|
|
|
125,808
|
|
|
|
143,680
|
|
Deferred tax assets
|
|
|
13,186
|
|
|
|
13,412
|
|
Long-term income tax receivable
|
|
|
459
|
|
|
|
457
|
|
|
|
|
$
|
824,550
|
|
|
$
|
869,085
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY:
|
|
|
|
|
Current liabilities:
|
|
|
|
|
Accounts payable
|
|
$
|
18,848
|
|
|
$
|
23,360
|
|
Accrued liabilities
|
|
|
71,108
|
|
|
|
74,135
|
|
Credit facility
|
|
|
|
37,000
|
|
|
|
-
|
|
Income taxes payable
|
|
|
44
|
|
|
|
1,062
|
|
Liability for unrecognized tax benefit
|
|
|
15,153
|
|
|
|
16,076
|
|
Deferred tax liabilities
|
|
|
7,646
|
|
|
|
7,644
|
|
Deferred income
|
|
|
4,371
|
|
|
|
4,530
|
|
Total current liabilities
|
|
|
154,170
|
|
|
|
126,807
|
|
|
|
|
|
|
|
Long-term obligations
|
|
|
24,718
|
|
|
|
36,305
|
|
Deferred tax liabilities
|
|
|
53,028
|
|
|
|
53,493
|
|
Liability for unrecognized tax benefit
|
|
|
26,036
|
|
|
|
25,244
|
|
PMC special shares convertible into 205 (2014 - 278)
|
|
|
|
|
shares of common stock
|
|
|
480
|
|
|
|
745
|
|
Stockholders' equity:
|
|
|
|
|
Common stock and additional paid in capital
|
|
|
1,590,565
|
|
|
|
1,595,809
|
|
Accumulated other comprehensive loss
|
|
|
(93
|
)
|
|
|
(2,355
|
)
|
Accumulated deficit
|
|
|
(1,024,354
|
)
|
|
|
(966,963
|
)
|
Total stockholders' equity
|
|
|
566,118
|
|
|
|
626,491
|
|
|
|
|
$
|
824,550
|
|
|
$
|
869,085
|
|
|
|
|
|
|
|
|
|
|
|
PMC-Sierra, Inc.
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(in thousands)
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 27,
|
|
June 28,
|
|
|
|
|
2015
|
|
|
|
2014
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
Net loss
|
|
|
$
|
(3,924
|
)
|
|
$
|
(7,721
|
)
|
Adjustments to reconcile net loss to net cash provided by operating
activities:
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
30,058
|
|
|
|
33,278
|
|
Stock-based compensation
|
|
|
|
12,804
|
|
|
|
11,106
|
|
Unrealized foreign exchange gain, net
|
|
|
|
(4,328
|
)
|
|
|
(1,264
|
)
|
Net amortization of premiums and accrued interest of investments
|
|
|
|
390
|
|
#
|
|
390
|
|
Asset impairments
|
|
|
|
252
|
|
|
|
770
|
|
Gain on investment securities and other investments
|
|
|
|
(57
|
)
|
|
|
(74
|
)
|
Accretion of discount on short-term and long-term obligations
|
|
|
|
390
|
|
|
|
-
|
|
Amortization of debt issuance costs
|
|
|
|
102
|
|
|
|
102
|
|
Gain on lease exit, net
|
|
|
|
(696
|
)
|
|
|
-
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
Accounts receivable, net
|
|
|
|
(2,727
|
)
|
|
|
(2,249
|
)
|
Inventories, net
|
|
|
|
1,784
|
|
|
|
(311
|
)
|
Prepaid expenses and other current assets
|
|
|
|
1,055
|
|
|
|
3,068
|
|
Accounts payable and accrued liabilities
|
|
|
|
5,190
|
|
|
|
(2,234
|
)
|
Deferred taxes and income taxes payable
|
|
|
|
1,285
|
|
|
|
6,447
|
|
Deferred income
|
|
|
|
(159
|
)
|
|
|
(2,292
|
)
|
Net cash provided by operating activities
|
|
|
|
41,419
|
|
|
|
39,016
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
|
(8,850
|
)
|
|
|
(8,054
|
)
|
Purchase of intangible assets
|
|
|
|
(3,845
|
)
|
|
|
(733
|
)
|
Redemption of short-term investments
|
|
|
|
13,466
|
|
|
|
3,535
|
|
Disposals of investment securities and other investments
|
|
|
|
29,973
|
|
|
|
25,538
|
|
Purchases of investment securities and other investments
|
|
|
|
(67,515
|
)
|
|
|
(41,966
|
)
|
Net cash used in investing activities
|
|
|
|
(36,771
|
)
|
|
|
(21,680
|
)
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
Installment payment in connection with previous business acquisition
|
|
|
|
(18,000
|
)
|
|
|
-
|
|
Proceeds from credit facility
|
|
|
|
102,000
|
|
|
|
30,000
|
|
Repayment of credit facility
|
|
|
|
(65,000
|
)
|
|
|
(60,000
|
)
|
Proceeds from issuance of common stock
|
|
|
|
31,342
|
|
|
|
10,615
|
|
Repurchases of common stock
|
|
|
|
(102,108
|
)
|
|
|
(11,496
|
)
|
Net cash used in financing activities
|
|
|
|
(51,766
|
)
|
|
|
(30,881
|
)
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
|
(588
|
)
|
|
|
95
|
|
Net decrease in cash and cash equivalents
|
|
|
|
(47,706
|
)
|
|
|
(13,450
|
)
|
Cash and cash equivalents, beginning of the period
|
|
|
|
112,570
|
|
|
|
100,038
|
|
Cash and cash equivalents, end of the period
|
|
|
$
|
64,864
|
|
|
$
|
86,588
|
|
CONTACT:
PMC-Sierra, Inc.
Joel Achramowicz, 1-408-239-8630
Director,
Investor Relations
Joel.Achramowicz@pmcs.com
or
Sarah
Kuchka, 1-604-415-6671
Senior Communications Specialist
sarah.kuchka@pmcs.com
PMC Sierra (NASDAQ:PMCS)
Historical Stock Chart
From Apr 2024 to May 2024
PMC Sierra (NASDAQ:PMCS)
Historical Stock Chart
From May 2023 to May 2024