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PMC Reports Third Quarter 2012 Results

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, impairment of goodwill and 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, Impairment of goodwill and 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 Nine Months Ended
September 30, July 1, October 2, September 30, October 2,
 

2012 (1)

 

 

2012 (2)

 

 

2011 (3)

 

 

2012 (4)

 

 

2011 (5)

 

 
GAAP cost of revenues $ 38,990 $ 41,253 $ 52,640 $ 121,255 $ 164,464
Stock-based compensation (181 ) (252 ) (220 ) (657 ) (703 )
Acquisition-related costs - (35 ) (23 ) (37 ) (9,128 )
Asset impairment   (108 )   -     -     (108 )   -  
Non-GAAP cost of revenues $ 38,701   $ 40,966   $ 52,397   $ 120,453   $ 154,633  
 
GAAP gross profit $ 92,733 $ 96,509 $ 120,659 $ 280,324 $ 337,287
Stock-based compensation 181 252 220 657 703
Acquisition-related costs - 35 23 37 9,128
Asset impairment   108     -     -     108     -  
Non-GAAP gross profit $ 93,022   $ 96,796   $ 120,902   $ 281,126   $ 347,118  
 
Non-GAAP gross profit % 71 % 70 % 70 % 70 % 69 %
 
GAAP research and development expense $ 55,604 $ 56,699 $ 59,669 $ 171,374 $ 170,589
Stock-based compensation (2,933 ) (2,900 ) (3,041 ) (8,674 ) (8,665 )
Acquisition-related costs (751 ) (544 ) (90 ) (1,893 ) (378 )
Termination costs (690 ) (227 ) - (2,401 ) -
Asset impairment   (479 )   -     (3,029 )   (479 )   (3,029 )
Non-GAAP research and development expense $ 50,751   $ 53,028   $ 53,509   $ 157,927   $ 158,517  
 
GAAP selling, general and administrative expense $ 27,786 $ 29,290 $ 29,981 $ 86,047 $ 91,556
Stock-based compensation (2,974 ) (4,157 ) (3,708 ) (10,647 ) (10,962 )
Acquisition-related costs (335 ) (535 ) (525 ) (1,631 ) (2,735 )
Termination costs (717 ) (68 ) - (918 ) -
Asset impairment (312 ) - - (312 ) -
Lease exit costs   (1,755 )   (312 )   -     (2,509 )   (3,392 )
Non-GAAP selling, general and administrative expense $ 21,693   $ 24,218   $ 25,748   $ 70,030   $ 74,467  
 
GAAP amortization of purchased intangible assets $ 11,624 $ 11,626 $ 11,031 $ 34,537 $ 33,083
Amortization of purchased intangible assets   (11,624 )   (11,626 )   (11,031 )   (34,537 )   (33,083 )
Non-GAAP amortization of purchased intangible assets $ -   $ -   $ -   $ -   $ -  
 
GAAP impairment of goodwill and purchased intangible assets $ 276,082 $ - $ - $ 276,082 $ -
Impairment of goodwill and purchased intangible assets   (276,082 )   -     -     (276,082 )   -  
Non-GAAP impairment of goodwill and purchased intangible assets $ -   $ -   $ -   $ -   $ -  
 
GAAP other (expense) income $ (3,121 ) $ 1,522 $ 32,706 $ (2,894 ) $ 29,351
Gain on liability for contingent consideration - - (29,376 ) - (29,376 )
Foreign exchange loss (gain) on foreign tax liabilities 2,145 (1,084 ) (3,226 ) 2,403 (2,013 )
Accretion of debt discount related to senior convertible notes 962 942 888 2,829 2,612
Accretion of liability for contingent consideration - - 372 - 1,182
Interest expense related to short-term loan   -     -     -     -     258  
Non-GAAP other (expense) income $ (14 ) $ 1,380   $ 1,364   $ 2,338   $ 2,014  
 
GAAP (recovery of) provision for income taxes $ (7,098 ) $ (26,064 ) $ 5,428 $ 53,567 $ 15,076
Recovery of (provision for) income taxes   6,305     25,673     (4,550 )   (54,740 )   (11,797 )
Non-GAAP (recovery of) provision for income taxes $ (793 ) $ (391 ) $ 878   $ (1,173 ) $ 3,279  
 
 
Three Months Ended Nine Months Ended
September 30, July 1, October 2, September 30, October 2,
 

2012 (1)

 

 

2012 (2)

 

 

2011 (3)

 

 

2012 (4)

 

 

2011 (5)

 

 
GAAP operating expenses $ 371,096 $ 97,615 $ 100,681 $ 568,040 $ 295,228
Stock-based compensation (5,907 ) (7,057 ) (6,749 ) (19,321 ) (19,627 )
Acquisition-related costs (1,086 ) (1,079 ) (615 ) (3,524 ) (3,113 )
Termination costs (1,407 ) (295 ) - (3,319 ) -
Asset impairment (791 ) - (3,029 ) (791 ) (3,029 )
Lease exit costs (1,755 ) (312 ) - (2,509 ) (3,392 )
Amortization of purchased intangible assets (11,624 ) (11,626 ) (11,031 ) (34,537 ) (33,083 )
Impairment of goodwill and purchased intangible assets   (276,082 )   -     -     (276,082 )   -  
Non-GAAP operating expenses $ 72,444   $ 77,246   $ 79,257   $ 227,957   $ 232,984  
 
GAAP operating (loss) income $ (278,363 ) $ (1,106 ) $ 19,978 $ (287,716 ) $ 42,059
Stock-based compensation 6,088 7,309 6,969 19,978 20,330
Acquisition-related costs 1,086 1,114 638 3,561 12,241
Termination costs 1,407 295 - 3,319 -
Asset impairment 899 - 3,029 899 3,029
Lease exit costs 1,755 312 - 2,509 3,392
Amortization of purchased intangible assets 11,624 11,626 11,031 34,537 33,083
Impairment of goodwill and purchased intangible assets   276,082     -     -     276,082     -  
Non-GAAP operating income $ 20,578   $ 19,550   $ 41,645   $ 53,169   $ 114,134  
 
Non-GAAP operating margin % 16 % 14 % 24 % 13 % 23 %
 
GAAP net (loss) income $ (274,386 ) $ 26,480 $ 47,256 $ (344,177 ) $ 56,334
Stock-based compensation 6,088 7,309 6,969 19,978 20,330
Acquisition-related costs 1,086 1,114 638 3,561 12,241
Termination costs 1,407 295 - 3,319 -
Asset impairment 899 - 3,029 899 3,029
Lease exit costs 1,755 312 - 2,509 3,392
Amortization of purchased intangible assets 11,624 11,626 11,031 34,537 33,083
Impairment of goodwill and purchased intangible assets 276,082 - - 276,082 -
Gain on liability for contingent consideration - - (29,376 ) - (29,376 )
Foreign exchange loss (gain) on foreign tax liabilities 2,145 (1,084 ) (3,226 ) 2,403 (2,013 )
Accretion of debt discount related to senior convertible notes 962 942 888 2,829 2,612
Accretion of liability for contingent consideration - - 372 - 1,182
Interest expense related to short-term loan - - - - 258
(Recovery of) provision for income taxes   (6,305 )   (25,673 )   4,550     54,740     11,797  
Non-GAAP net income $ 21,357   $ 21,321   $ 42,131   $ 56,680   $ 112,869  
 
Non-GAAP net income per share - basic $ 0.10 $ 0.10 $ 0.18 $ 0.26 $ 0.48
Non-GAAP net income per share - diluted $ 0.10 $ 0.09 $ 0.18 $ 0.25 $ 0.48
 
Shares used to calculate non-GAAP net income per share - basic 209,512 222,316 232,590 221,323 233,880
Shares used to calculate non-GAAP net income per share - diluted 210,525 224,560 233,647 223,094 236,236
 

(1) $6.1 million stock-based compensation expense; $1.1 million acquisition-related costs; $1.4 million termination costs; $0.9 million asset impairment; $1.8 million lease exit costs; $11.6 million amortization of purchased intangible assets; $276.1 million impairment of goodwill and purchased intangible assets; $2.1 million foreign exchange loss on foreign tax liabilities; $1 million non-cash interest expense for the accretion of the debt discount related to the senior convertible notes; and $6.3 million recovery of income taxes which includes $4.3 million income tax recovery related to an intercompany dividend, $2.8 million income tax recovery for adjustments relating to prior periods, $1.7 million income tax provision relating to intercompany transactions, $1.2 million deferred tax recovery related to non-deductible intangible asset amortization and impairment, $0.8 million arrears interest relating to unrecognized tax benefits, and $0.5 million income tax recovery relating to foreign exchange translation of a foreign subsidiary.

 

(2) $7.3 million stock-based compensation expense; $1.1 million acquisition-related costs; $0.3 million termination costs; $0.3 million lease exit costs; $11.6 million amortization of purchased intangible assets; $1.1 million foreign exchange gain 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 $25.7 million recovery of income taxes which includes $28.5 million benefit of certain U.S. Federal and State tax credits required to be recognized in advance of their utilization, $2.6 million arrears interest relating to unrecognized tax benefits, $1.7 million income tax provision relating to intercompany transactions, $0.9 million income tax recovery for adjustments relating to prior periods, $0.5 million deferred tax recovery related to non-deductible intangible asset amortization, $0.4 million reduction of stock option related loss carry-forwards recognized in equity, and $0.3 million income tax provision relating to foreign exchange translation of a foreign subsidiary.

 

(3) $7 million stock-based compensation expense; $0.6 million acquisition-related costs; $3 million asset impairment; $11 million amortization of purchased intangible assets; $29.4 million gain on liability for contingent consideration; $3.2 million foreign exchange gain 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; $0.4 million accretion of liability for contingent consideration; and $4.6 million provision for income taxes which includes $1.6 million income tax provision relating to inter-company transactions, $0.8 million net tax expense relating to foreign exchange translation of a foreign subsidiary, $1.9 million sheltered by the benefit of stock option related loss carry-forwards recognized in equity, $0.4 million arrears interest relating to unrecognized tax benefits, $0.2 million income tax recovery for adjustments relating to prior periods, and $0.1 million income tax provision related to stock-based compensation.

 

(4) $20 million stock-based compensation expense; $3.6 million acquisition-related costs; $3.3 million termination costs; $0.9 million asset impairment; $2.5 million lease exit costs; $34.5 million amortization of purchased intangible assets; $276.1 million impairment of goodwill and purchased intangible assets; $2.4 million foreign exchange loss on foreign tax liabilities; $2.8 million non-cash interest expense for the accretion of the debt discount related to the senior convertible notes; and $54.7 million provision for income taxes which includes $56.2 million income tax provision related to an intercompany dividend net of $25.7 million related to the U.S. Federal and State tax credits required to be recognized in advance of their utilization, $5 million income tax provision relating to intercompany transactions, $4.1 million arrears interest relating to unrecognized tax benefits, $3.9 million benefit of certain U.S. Federal and State tax credits required to recognized in advance of their utilization, $3.8 million income tax recovery for adjustments relating to prior periods, $2.3 million deferred tax recovery related to non-deductible intangible asset amortization and impairment, and $0.6 million net tax recovery relating to foreign exchange translation of a foreign subsidiary.

 

(5) $20.3 million stock-based compensation expense; $12.2 million acquisition-related costs; $3 million asset impairment; $3.4 million lease exit costs; $33.1 million amortization of purchased intangible assets; $29.4 million gain on liability for contingent consideration; $2 million foreign exchange gain on foreign tax liabilities; $2.6 million of non-cash interest expense for the accretion of the debt discount related to the senior convertible notes; $1.2 million accretion of liability for contingent consideration; $0.3 million interest related to short-term loan; and $11.8 million provision for income taxes which includes $3.1 million sheltered by the benefit of stock option related loss carry-forwards recognized in equity, $6.9 million income tax provision relating to inter-company transactions, $0.1 million net tax expense relating to foreign exchange translation of a foreign subsidiary, $1.6 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.

 

PMC-Sierra, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
   
September 30, December 31,
  2012     2011  
ASSETS:
Current assets:
Cash and cash equivalents $ 181,230 $ 182,571
Short-term investments 34,370 104,391
Accounts receivable, net 62,568 59,213
Inventories, net 27,405 39,911
Prepaid expenses and other current assets 13,588 23,411
Income tax receivable 5,806 8,027
Deferred tax assets   42,151     30,725  
Total current assets 367,118 448,249
 
Investment securities 116,336 226,619
Investments and other assets 4,570 2,431
Prepaid expenses 12,517 16,901
Property and equipment, net 40,408 25,364
Goodwill 252,419 520,899
Intangible assets, net 137,679 158,482
Deferred tax assets   58     494  
$ 931,105   $ 1,399,439  
 
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
2.25% senior convertible notes due October 15, 2025, net $ 67,951 $ 65,122
Accounts payable 29,093 38,340
Accrued liabilities 62,242 66,139
Liability for unrecognized tax benefit 52,304 46,394
Deferred income taxes 2,494 2,450
Deferred income   12,720     16,024  
Total current liabilities 226,804 234,469
 
Long-term obligations 2,025 1,284
Deferred income taxes 42,894 40,663
Liability for unrecognized tax benefit 20,403 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 1,536,470 1,594,667
Accumulated other comprehensive income (loss) 767 (1,146 )
Accumulated deficit   (899,446 )   (489,049 )
Total stockholders' equity   637,791     1,104,472  
$ 931,105   $ 1,399,439  
 

PMC-Sierra, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
   
Nine Months Ended
September 30, October 2,
  2012     2011  
 
Cash flows from operating activities:
Net (loss) income $ (344,177 ) $ 56,334
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization 48,724 56,795
Stock-based compensation 19,978 20,330
Unrealized foreign exchange loss (gain), net 2,299 (1,650 )
Net amortization of premiums/discounts and accrued interest of investments 3,844 3,361
Accrued interest on short-term loan - 589
Gain on investment securities and other (731 ) (558 )
Impairment of goodwill and purchased intangible assets 277,240 3,029
Gain on liability for contingent consideration - (29,376 )
Taxes related to intercompany dividend 60,940 -
 
Changes in operating assets and liabilities:
Accounts receivable (3,352 ) 4,749
Inventories 12,506 1,361
Prepaid expenses and other current assets 4,108 1,989
Accounts payable and accrued liabilities (27,643 ) (10,285 )
Deferred income taxes and income taxes payable (5,747 ) 11,020
Accrued restructuring costs - (1,418 )
Deferred income   (3,304 )   (2,690 )
Net cash provided by operating activities   44,685     113,580  
 
Cash flows from investing activities:
Business acquisition (15,900 ) -
Purchases of property and equipment (25,558 ) (8,142 )
Purchases of intangible assets (4,602 ) (5,620 )
Redemption of short-term investments 11,415 -
Disposals of investment securities 107,636 116,813
Purchases of investment securities and other investments (87,267 ) (160,169 )
Reclassification of short-term investments and long-term investment securities   142,863     -  
Net cash provided by (used in) investing activities   128,587     (57,118 )
 
Cash flows from financing activities:
Repurchases of common stock (180,807 ) (39,999 )
Equity forward contract related to accelerated share repurchase program (9,827 ) -
Repayment of short-term loan - (180,991 )
Proceeds from issuance of common stock   15,869     16,462  
Net cash used in financing activities   (174,765 )   (204,528 )
 
Effect of exchange rate changes on cash and cash equivalents 152 (270 )
Net decrease in cash and cash equivalents (1,341 ) (148,336 )
Cash and cash equivalents, beginning of period   182,571     293,355  
Cash and cash equivalents, end of period $ 181,230   $ 145,019  




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