NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 30, 2007
NOTE 1. Summary of Significant Accounting Policies
Description of
business
. PMC-Sierra, Inc (the Company or PMC) designs, develops, markets and supports high-speed broadband communications semiconductors, storage semiconductors and microprocessor-based System-on-Chips (SOCs) for metro, access,
Fiber-To-The-Home, wireless infrastructure, storage, laser printers and customer premise equipment. The Company offers worldwide technical and sales support through a network of offices in North America, Europe and Asia.
Basis of presentation
. The accompanying Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the United States Securities
and Exchange Commission (SEC) and United States Generally Accepted Accounting Principles (GAAP). Fiscal 2007 consisted of 52 weeks and ended on Sunday, December 30. Fiscal 2006 consisted of 52 weeks and ended on Sunday, December 31. Fiscal
2005 consisted of 53 weeks and ended on Saturday, December 31. The Companys reporting currency is the United States dollar. The accompanying Consolidated Financial Statements include the accounts of PMC-Sierra, Inc. and any of its
subsidiaries or investees in which PMC exercises control. As at December 30, 2007 and December 31, 2006, all subsidiaries included in these Consolidated Financial Statements were wholly owned by PMC. All inter-company accounts and
transactions have been eliminated.
Estimates
. The preparation of financial statements and related disclosures in conformity with GAAP requires
management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are used for, but not limited to, stock-based compensation, purchase accounting assumptions including those
used to calculate the fair value of intangible assets, the accounting for doubtful accounts, inventory reserves, depreciation and amortization, asset impairments, sales returns, warranty costs, income taxes including uncertain tax positions,
restructuring costs, and contingencies. Actual results could differ from these estimates.
Cash and cash equivalents
. At December 30, 2007,
Cash and cash equivalents included $0.8 million (December 31, 2006$0.8 million) pledged with a bank as collateral for letters of credit issued as security for leased facilities. Cash equivalents are defined as highly liquid debt instruments
with maturities at the date of purchase of 3 months or less. Short-term investments are defined as money market instruments or bonds and notes with original maturities greater than 3 months, but less than one year. Investments in bonds and notes are
defined as bonds and notes with original or remaining maturities greater than 365 days. Any investments in bonds and notes maturing within one year of the balance sheet date are reported as short-term investments.
Under Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities, management classifies
investments as available-for-sale or held-to-maturity at the time of purchase and re-evaluates such designation as of each balance sheet date. Investments classified as held-to-maturity securities are stated at amortized cost with corresponding
premiums or discounts amortized against interest income over the life of the investment. Marketable equity and debt securities not classified as held-to-maturity are classified as available-for-sale and reported at fair value. The cost of securities
sold is based on the specific identification method. Unrealized gains and losses on these investments, net of any related tax effect are included in equity as a separate component of stockholders equity.
61
Inventories
. Inventories are stated at the lower of cost (first-in, first out) or market (estimated net realizable
value). Cost is computed using standard cost, which approximates actual average cost. The Company provides inventory allowances on obsolete inventories and inventories in excess of twelve-month demand for each specific part.
Inventories (net of reserves of $9.8 million and $8.4 million at December 30, 2007 and December 31, 2006, respectively) were as follows:
|
|
|
|
|
|
|
(in thousands)
|
|
December 30,
2007
|
|
December 31,
2006
|
Work-in-progress
|
|
$
|
13,698
|
|
$
|
17,463
|
Finished goods
|
|
|
20,548
|
|
|
17,042
|
|
|
|
|
|
|
|
|
|
$
|
34,246
|
|
$
|
34,505
|
|
|
|
|
|
|
|
In fiscal 2007, the Company decreased inventory reserves by $1.5 million (2006 - $2.3 million, 2005 - $1.8
million) for inventory that was scrapped during the year.
Investments in private entities
. The Company has investments in privately traded
companies in which it has less than 20% of the voting rights and in which it does not exercise significant influence. The Company monitors these investments for impairment and makes appropriate reductions in carrying values when necessary. These
investments are included in Investments and other assets on the Companys balance sheet and are carried at cost, net of write-downs for impairment.
Investments in public companies
. In 2005 the Company had an investment in a publicly traded company in which it had less than 20% of the voting rights and in which it did not exercise significant influence. These securities were
classified as available-for-sale and reported at fair value, based upon quoted market prices, with the unrealized gains or losses, net of any related tax effect, included as a separate component of stockholders equity. The Company sold this
investment in 2006 (See Note 7. Investments and Other Assets).
Deposits for wafer fabrication capacity
. The Company has wafer supply agreements
with two independent foundries. Under these agreements, the Company has deposits of $5.1 million (2006$5.1 million) to secure access to wafer fabrication capacity. During 2007, the Company purchased $43.3 million ($42 million and $34.7 million
in 2006 and 2005, respectively) from these foundries. Purchases in any year may or may not be indicative of any future period since wafers are purchased based on current market pricing and the Companys volume requirements change in relation to
sales of its products.
In each year, the Company is entitled to receive a refund of a portion of the deposits based on the annual purchases from these
suppliers compared to the target levels in the wafer supply agreements. In 2006, PMC renewed its supply agreements through December 30, 2008 with its two main foundries with no changes in terms. No deposit refunds were received in 2007 and
2006.
Property and equipment, net
. Property and equipment is stated at cost, net of write-downs for impairment, and accumulated depreciation.
Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, ranging from two to five years. Leasehold improvements are capitalized and amortized over the shorter of their estimated useful lives or the
lease term.
62
The components of property and equipment, net are as follows:
|
|
|
|
|
|
|
|
|
|
|
December 30, 2007 (in thousands)
|
|
Gross
|
|
Accumulated
Amortization
|
|
|
Net
|
Software
|
|
$
|
56,794
|
|
$
|
(50,464
|
)
|
|
$
|
6,330
|
Machinery and equipment
|
|
|
124,826
|
|
|
(115,264
|
)
|
|
|
9,562
|
Leasehold improvements
|
|
|
14,458
|
|
|
(12,009
|
)
|
|
|
2,449
|
Furniture and fixtures
|
|
|
13,188
|
|
|
(12,804
|
)
|
|
|
384
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
209,266
|
|
$
|
(190,541
|
)
|
|
$
|
18,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 (in thousands)
|
|
Gross
|
|
Accumulated
Amortization
|
|
|
Net
|
Software
|
|
$
|
52,828
|
|
$
|
(49,012
|
)
|
|
$
|
3,816
|
Machinery and equipment
|
|
|
125,799
|
|
|
(113,784
|
)
|
|
|
12,015
|
Leasehold improvements
|
|
|
14,384
|
|
|
(11,811
|
)
|
|
|
2,573
|
Furniture and fixtures
|
|
|
14,370
|
|
|
(13,870
|
)
|
|
|
500
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
207,381
|
|
$
|
(188,477
|
)
|
|
$
|
18,904
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
. Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair
value of the net identified tangible and intangible assets acquired. The Company performs a two-step process on an annual basis, or more frequently if necessary, to determine 1) whether the fair value of the relevant reporting unit exceeds carrying
value and 2) the amount of an impairment loss, if any. The Company completed this process in December 2007, 2006 and 2005 and determined that there was no impairment to goodwill.
Intangible assets, net.
Intangible assets, net, consist of intangible assets acquired through business combinations (See Note 2. Business Combinations), which are amortized over their estimated useful lives
ranging from four to ten years or have indefinite lives, and purchased developed technology assets that are amortized over their economic lives, which are normally three years. The components of intangible assets, net are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30, 2007 (in thousands)
|
|
Gross
|
|
Accumulated
Amortization
|
|
|
Net
|
|
Estimated
life
|
Backlog
|
|
$
|
4,000
|
|
$
|
(4,000
|
)
|
|
$
|
|
|
< 1 year
|
Core technology
|
|
|
129,700
|
|
|
(32,610
|
)
|
|
|
97,090
|
|
8 years
|
Customer Relationships
|
|
|
66,600
|
|
|
(16,947
|
)
|
|
|
49,653
|
|
4-10 years
|
Existing technology
|
|
|
46,000
|
|
|
(19,167
|
)
|
|
|
26,833
|
|
4 years
|
Trademarks
|
|
|
3,600
|
|
|
|
|
|
|
3,600
|
|
indefinite
|
Acquired developed technology assets
|
|
|
24,446
|
|
|
(14,496
|
)
|
|
|
9,950
|
|
3 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
274,346
|
|
$
|
(87,220
|
)
|
|
$
|
187,126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 (in thousands)
|
|
Gross
|
|
Accumulated
Amortization
|
|
|
Net
|
|
Estimated
life
|
Backlog
|
|
$
|
4,000
|
|
$
|
(4,000
|
)
|
|
$
|
|
|
< 1 year
|
Core technology
|
|
|
129,700
|
|
|
(14,473
|
)
|
|
|
115,227
|
|
8 years
|
Customer Relationships
|
|
|
66,600
|
|
|
(7,242
|
)
|
|
|
59,358
|
|
8 years
|
Existing technology
|
|
|
46,000
|
|
|
(7,667
|
)
|
|
|
38,333
|
|
4 years
|
Trademarks
|
|
|
3,600
|
|
|
|
|
|
|
3,600
|
|
indefinite
|
Acquired developed technology assets
|
|
|
14,619
|
|
|
(7,508
|
)
|
|
|
7,111
|
|
3 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
264,519
|
|
$
|
(40,890
|
)
|
|
$
|
223,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63
Estimated future amortization expense for intangible assets is as follows:
|
|
|
|
(in thousands)
|
|
$
|
2008
|
|
|
43,450
|
2009
|
|
|
42,406
|
2010
|
|
|
27,380
|
2011
|
|
|
19,818
|
2012
|
|
|
19,143
|
Thereafter
|
|
|
31,329
|
|
|
|
|
Total
|
|
$
|
183,526
|
|
|
|
|
Impairment of long-lived assets
. The Company reviews its long-lived assets, other than goodwill, for
impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. To determine recoverability, the Company compares the carrying value of the assets to the estimated future undiscounted
cash flows. Measurement of an impairment loss for long-lived assets held for use is based on the fair value of the asset determined through discounted cash flows. Long-lived assets classified as held for sale are reported at the lower of carrying
value and fair value less estimated selling costs. For assets to be disposed of other than by sale, an impairment loss is recognized when the carrying value is not recoverable and exceeds the fair value of the asset.
Accrued liabilities
. The components of accrued liabilities are as follows:
|
|
|
|
|
|
|
(in thousands)
|
|
December 30,
2007
|
|
December 31,
2006
|
Accrued compensation and benefits
|
|
$
|
25,114
|
|
$
|
21,977
|
Other accrued liabilities
|
|
|
28,503
|
|
|
29,222
|
|
|
|
|
|
|
|
|
|
$
|
53,617
|
|
$
|
51,199
|
|
|
|
|
|
|
|
Foreign currency translation
. For all foreign operations, the U.S. dollar is used as the functional
currency. Monetary assets and liabilities in foreign currencies are translated into U.S. dollars using the exchange rate as of the balance sheet date. Revenues and expenses are translated at average rates of exchange during the year. Gains and
losses from foreign currency transactions are reported separately as foreign exchange gain (loss) under Other income (expense) on the Statement of Operations.
Derivatives and Hedging Activities
. Fluctuating foreign exchange rates may significantly impact PMCs net income and cash flows. The Company periodically hedges forecasted foreign currency transactions related to certain
operating expenses. All derivatives are recorded in the balance sheet at fair value. For a derivative designated as a fair value hedge, changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized
in net (loss) income. For a derivative designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in net (loss) income when the hedged item
affects net (loss) income. Ineffective portions of changes in the fair value of cash flow hedges are recognized in net (loss) income. If the derivative used in an economic hedging relationship is not designated in an accounting hedging relationship
or if it becomes ineffective, changes in the fair value of the derivative are recognized in net income. During the year ended December 30, 2007, all hedges were designated as cash flow hedges.
64
Fair value of financial instruments
. The estimated fair value of financial instruments has been determined by the
Company using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts that the Company could realize in a current market exchange.
The carrying values of cash equivalents, accounts
receivable and accounts payable approximate fair value because of their short maturities.
The fair value of the Companys short-term investments, and
investment in bonds and notes are determined using estimated market prices provided for those securities (see Note 7). The fair value of investments in public companies is determined using quoted market prices for those securities. The fair value of
investments in private entities is not readily determinable due to the illiquid market for these investments. The fair value of the deposits for wafer fabrication capacity is not readily determinable because the timing of the related future cash
flows is not determinable and there is no market for the sale of these deposits.
Our 2.25% senior convertible notes are not listed on any securities
exchange or included in any automated quotation system, but have been traded over the counter, on the Portal Market or under Rule 144 of the Securities Act of 1933. The exchange prices from these trades are not always available to us and may not be
reliable. Trades under the Portal Market do not reflect all trades of the securities and the figures recorded are not independently verified. The price of our senior convertible notes as quoted by Bloomberg on December 30, 2007 was $103.90 per
$100 in face value, resulting in an aggregate fair value of approximately $233.8 million.
As of and for the year ended December 30, 2007, the use of
derivative financial instruments was not material to the results of operations or our financial position (see Derivatives and Hedging Activities in this Note.)
Concentrations
. The Company maintains its cash, cash equivalents, short-term investments and long-term investments in investment grade financial instruments with high-quality financial institutions, thereby
reducing credit risk concentrations.
At December 30, 2007, approximately 24% (200621%) of accounts receivable represented amounts due from
one of the Companys distributors. The Company believes that this concentration and the concentration of credit risk resulting from trade receivables owing from high-technology industry customers is substantially mitigated by the Companys
credit evaluation process, relatively short collection periods and the geographical dispersion of the Companys sales. The Company generally does not require collateral security for outstanding amounts.
The Company relies on a limited number of suppliers for wafer fabrication capacity.
Revenue recognition
. The Company recognizes product revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectibility is reasonably assured. PMC generates
revenues from direct sales, sales to distributors and sales of consignment inventory. The Company recognizes revenues on goods shipped directly to customers at the time of shipping as that is when title passes to the customer and all revenue
recognition criteria specified above are met.
65
PMC has a two-tier distribution network, distinguishing between major and minor distributors. The Company currently has
one major distributor for which it recognizes revenue on a sell-through basis, utilizing information provided by the distributor. This distributor maintains significantly higher levels of inventory than minor distributors and is given business terms
to return a portion of inventory and receive credits for changes in selling prices to end customers, the magnitude of which is not known at the time goods are shipped to this distributor. PMC personnel are often involved in the sales from this
distributor to end customers and the Company may utilize inventory at the major distributor to satisfy product demand by other customers.
PMC recognizes
revenues from minor distributors at the time of shipment. These distributors are also given business terms to return a portion of inventory and receive credits for changes in selling prices to end customers. At the time of shipment, product prices
are fixed and determinable and the amount of future returns and pricing allowances to be granted in the future can be reasonably estimated and accrued.
The Company has consignment inventory which is held at the customers premises. PMC recognizes revenue on these goods when the customer uses them in production, as that is when title passes to the customer. These sales from consignment
inventory are subject to the same warranty terms that are applied to direct sales.
PMC product sales are subject to warranty claims against regular
mechanical or electrical failure. PMC maintains accruals for potential returns based on its historical experience.
Research and development
expenses
. The Company expenses research and development (R&D) costs as incurred. R&D costs include payroll and related costs, materials, services and design tools used in product development, depreciation, and other overhead costs
including facilities and computer equipment costs. Intellectual property (IP) purchased from third parties is capitalized and amortized over the expected useful life of the IP. For the years ended December 30, 2007, December 31, 2006
and 2005, research and development expenses were $159.1 million, $158.7 million, and $118.7 million.
Product warranties
. The Company provides a
limited warranty on most of its standard products and accrues for the expected cost at the time of shipment. The Company estimates its warranty costs based on historical failure rates and related repair or replacement costs. The following table
summarizes the activity related to the product warranty liability during fiscal 2007, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
December 30,
2007
|
|
|
December 31,
2006
|
|
|
December 31,
2005
|
|
Beginning balance
|
|
$
|
4,331
|
|
|
$
|
3,997
|
|
|
$
|
3,492
|
|
Accrual for new warranties issued
|
|
|
2,098
|
|
|
|
1,541
|
|
|
|
1,398
|
|
Reduction for payments
|
|
|
(584
|
)
|
|
|
(759
|
)
|
|
|
(207
|
)
|
Adjustments related to changes in estimate of warranty accrual
|
|
|
394
|
|
|
|
(448
|
)
|
|
|
(686
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
6,239
|
|
|
$
|
4,331
|
|
|
$
|
3,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66
Other Indemnifications
. From time to time, on a limited basis, the Company indemnifies customers, as well as
suppliers, contractors, lessors, and others with whom it has contracts, against combinations of loss, expense, or liability arising from various triggering events related to the sale and use of Company products, the use of their goods and services,
the use of facilities, the state of assets that we sell and other matters covered by such contracts, normally up to a specified maximum amount. The Company evaluates estimated losses for such indemnifications under SFAS No. 5,
Accounting for
Contingencies
, as interpreted by FASB Interpretation No. 45,
Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others
. The Company has no history of
indemnification claims for such obligations and has not accrued any liabilities related to such indemnifications in the consolidated financial statements.
Stock-based compensation
. On January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS 123(R)), which requires the recognition of
compensation expense for all share-based payment awards. SFAS 123(R) requires the Company to measure the cost of services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost of such award
will be recognized over the period during which services are provided in exchange for the award, generally the vesting period. The Company adopted SFAS 123(R) using the modified prospective transition method and therefore prior period results have
not been restated.
In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (SAB 107). The interpretations in SAB 107 express the views of the
SEC staff regarding the interaction between SFAS 123(R) and certain SEC rules and regulations and provide the staffs views regarding the valuation of share-based payment arrangements for public companies. The Company applied the principles of
SAB 107 in connection with its adoption of SFAS 123(R).
During the year ended December 30, 2007, the Company recognized $35.3 million in stock-based
compensation expense or $0.16 per share. No domestic tax benefits were attributed to the tax timing differences arising from stock-based compensation expense because a full valuation allowance was maintained for all domestic deferred tax assets.
Prior to the adoption of SFAS 123(R), the Company recognized stock-based compensation using the intrinsic value method prescribed by Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and applied the disclosure provisions of SFAS 123, Accounting for Stock-Based Compensation (SFAS 123) as if the Company had applied the fair value
method to measuring stock-based compensation expense.
If the Company had accounted for stock-based compensation in accordance with the
fair value method as prescribed by SFAS 123, net loss and net loss per share for 2005 would have been:
67
|
|
|
|
|
(in thousands, except per share amounts)
|
|
December 31,
2005
|
|
Net income, as reported
|
|
$
|
27,986
|
|
Adjustments:
|
|
|
|
|
Stock-based employee compensation expense included in net income
|
|
|
215
|
|
Additional stock-based employee compensation expense under fair value based method for all awards, net of related tax effects
|
|
|
(47,531
|
)
|
|
|
|
|
|
Net loss, adjusted
|
|
$
|
(19,330
|
)
|
|
|
|
|
|
Basic net income per share, as reported
|
|
$
|
0.15
|
|
|
|
|
|
|
Basic net loss per share, adjusted
|
|
$
|
(0.10
|
)
|
|
|
|
|
|
Diluted net income per share, as reported
|
|
$
|
0.15
|
|
|
|
|
|
|
Diluted net loss per share, adjusted
|
|
$
|
(0.10
|
)
|
|
|
|
|
|
On October 28, 2005, the Board of Directors of the Company approved an acceleration of vesting of the
Companys stock options granted on December 29, 2003 to employees and executive officers under the Companys 1994 Incentive Stock Plan and its 2001 Stock Option Plan that have an exercise price per share of $20.13 (the
Acceleration). As a result of the Acceleration, options to purchase approximately 2.4 million shares of the Companys common stock became immediately exercisable, of which options to purchase 0.8 million shares were held
by executive officers. As these options had exercise prices in excess of the current market value of the Companys common stock, based on the closing price of $6.34 per share on October 28, 2005, and were not fully achieving their original
objectives of incentive compensation and employee retention, the Company expected the acceleration to have a positive effect on employee morale, retention and perception of option value. In addition, the accelerated vesting eliminated future
compensation expense the Company would otherwise recognize in its statement of operations with respect to these accelerated options upon the then subsequent adoption of Statement of Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payment (SFAS 123R).
See Note 4 to the Consolidated Financial Statements for further information on stock-based compensation.
Interest income, net
. The components of interest income, net are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
(in thousands)
|
|
December 30,
2007
|
|
|
December 31,
2006
|
|
|
December 31,
2005
|
|
Interest income
|
|
$
|
15,051
|
|
|
$
|
13,942
|
|
|
$
|
13,502
|
|
Interest expense on long-term debt
|
|
|
(5,137
|
)
|
|
|
(4,963
|
)
|
|
|
(1,396
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
9,914
|
|
|
$
|
8,979
|
|
|
$
|
12,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes
. Income taxes are reported under Statement of Financial Accounting Standards No. 109 and,
accordingly, deferred income taxes are recognized using the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax
68
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases,
and operating loss and tax credit carry forwards. Valuation allowances are provided if, after considering available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
On July 13, 2006, the FASB issued interpretation No. 48, Accounting for Uncertainty in Income Taxes An Interpretation of FASB Statement
No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entitys financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes and
prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under FIN 48, the impact of an uncertain income tax position on the income tax return
must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.
Additionally, FIN 48 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006.
The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized a $4.7 million net decrease in
the liability for unrecognized tax benefits which was accounted for as a reduction to the retained deficit. Included in this opening adjustment was a $6.9 million increase in the liability for unrecognized tax benefits relating to additional
uncertain tax positions the Company identified as existing at December 31, 2006.
In addition, the Company had $44.2 million for the payment of
interest and penalties accrued at December 31, 2006. Upon adoption of FIN 48 on January 1, 2007, the Company decreased its accrual for interest and penalties to $32.6 million. The Company recognizes interest and penalties related to income
tax liabilities as a component of income tax expense.
Further, as part of the implementation of FIN 48, the Company reclassified $57 million from current
income taxes payable to current liability for unrecognized tax benefit and $42 million from long term income taxes payable to long term liability for unrecognized tax benefit. In addition, the Company reclassified $27.5 million of tax benefits to
the deferred tax asset account with a corresponding increase to the unrecognized tax benefit account.
Included in the balance of unrecognized tax benefits
at January 1, 2007, are $125 million of tax benefits that, if recognized, would affect the effective tax rate. The Company does not reasonably estimate that the unrecognized tax benefit will change significantly within the next twelve months.
Net income (loss) per common share
. Basic net income (loss) per share is computed using the weighted average number of common shares outstanding
during the period. The PMC-Sierra Ltd. Special Shares have been included in the calculation of basic net income (loss) per share. Diluted net income (loss) per share is computed using the weighted average number of common and dilutive common
equivalent shares outstanding during the period. Dilutive common equivalent shares consist of stock options, shares issuable on our Employee Share Purchase Plan and common shares issuable on conversion of our senior convertible notes.
69
Segment reporting
. Segmented information is reported in accordance with Statement of Financial Accounting
Standards No. 131 (SFAS 131), Disclosures about Segments of an Enterprise and Related Information. SFAS 131 uses a management approach to report financial and descriptive information about a companys operating segments.
Operating segments are revenue-producing components of a company for which separate financial information is produced internally for the companys management. In all periods presented, the Company operated in one reportable segment: networking
products.
Recent Accounting Pronouncements.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair
Value Measurements (SFAS 157). This Statement defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements but rather
eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued the related FASB Staff Position No. FAS 157-2,
Effective Date of FASB Statement No. 157 (FSP157-2), which delays the effective date of SFAS 157 for all nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities until fiscal years beginning after
November 15, 2008. FSP 157-2 is effective upon issuance. The Company expects that adoption of SFAS 157 will not have a material impact on its financial condition or results of operations.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial
LiabilitiesIncluding an amendment of FASB Statement No. 115 (SFAS 159). This statement gives entities the option to measure certain financial assets and liabilities at fair value, with changes in fair value recorded in earnings.
SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company expects that adoption of SFAS 159 will not have a material impact on its financial condition or results of operations.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007),
Business Combinations
(SFAS 141(R)). SFAS 141(R) changes accounting for acquisitions that close beginning in 2009. More transactions and events will qualify as business combinations and will be accounted for at fair value under the new standard.
SFAS 141(R) promotes greater use of fair values in financial reporting. Some of the changes will introduce more volatility into earnings. SFAS 141(R) is effective for fiscal years beginning on or after December 15, 2008. We are
currently assessing the impact that SFAS 141(R) may have on our financial position, results of operations, and cash flows.
In December 2007, the FASB
issued Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements
(SFAS 160), an amendment of ARB No. 51. SFAS 160 will change the accounting
and reporting for minority interests which will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. SFAS 160 requires
retroactive adoption of the presentation and disclosure requirements for existing minority interests. We are currently assessing the impact that SFAS 160 may have on our financial position, results of operations, and cash flows.
In December 2007, the FASB issued EITF Issue 07-1 Accounting for Collaborative Arrangements (EITF 07-1). Collaborative arrangements are agreements between
parties to
70
participate in some type of joint operating activity. The task force provided indicators to help identify collaborative arrangements and provides for
reporting of such arrangements on a gross or net basis pursuant to guidance in existing authoritative literature. The task force also expanded disclosure requirements about collaborative arrangements. Conclusions within EITF 07-1 are to be applied
retrospectively. We are currently assessing the impact that EITF 07-1 may have on our financial position, results of operations, and cash flows.
Reclassifications
. Certain prior year amounts have been reclassified in order to conform to the 2007 presentation.
NOTE 2. Business
Combinations
Storage Semiconductor Business
On
February 28, 2006, the Company completed the acquisition of the former storage semiconductor business of Agilent Technologies, Inc. (the Storage Semiconductor Business) pursuant to the terms of the Purchase and Sale Agreement dated
October 28, 2005 (the Purchase Agreement) between PMC and Avago Technologies Pte. Limited (Avago). These financial statements include the results of operations of the acquired business from the acquisition date.
PMC purchased the Storage Semiconductor Business due to its strategic and product fit with PMC, the market position the Storage Semiconductor Business has
in the Fibre Channel controller market, the design capabilities of its engineering team, and the growth opportunities for standard semiconductor solutions in the enterprise storage market. The Storage Semiconductor Business was part of
Agilents Semiconductor Products Group (as defined in the Purchase Agreement), which Avago, an entity created by Kohlberg Kravis Roberts & Co. and Silver Lake Partners, acquired in December 2005. Under the terms of the Purchase
Agreement, Palau Acquisition Corporation, a Delaware corporation and direct wholly owned subsidiary of PMC purchased the Storage Semiconductor Business for the following consideration:
|
|
|
|
(in thousands)
|
|
|
Cash paid on closing date
|
|
$
|
424,505
|
Additional cash for post-closing adjustments
|
|
|
7,022
|
Merger costs
|
|
|
5,602
|
|
|
|
|
Total consideration
|
|
$
|
437,129
|
|
|
|
|
Merger costs include investment banking, legal and accounting fees, and other external costs directly related to
the acquisition.
The total purchase price has been allocated to the fair value of assets acquired and liabilities assumed, and the excess of the purchase
price over the net assets acquired was recorded as goodwill, which for this acquisition is deductible for tax purposes. The allocation was determined by management based on a third-party valuation. Subsequent to the acquisition date, the initial
purchase price and residual goodwill were adjusted by $1.1 million for additional inventory, by $4 million for design software licenses, and by $1.9 million for settlement of a legal matter. The allocation of the purchase price was as follows:
|
|
|
|
|
(in thousands)
|
|
|
|
In-process research and development
|
|
$
|
14,800
|
|
Inventory
|
|
|
10,720
|
|
Property and equipment
|
|
|
7,177
|
|
Intangible assets
|
|
|
167,400
|
|
Goodwill
|
|
|
244,252
|
|
Liabilities assumed
|
|
|
(7,220
|
)
|
|
|
|
|
|
Net assets acquired
|
|
$
|
437,129
|
|
|
|
|
|
|
71
Intangible assets acquired, and their respective estimated remaining useful lives, over which each asset will be
amortized on a straight-line basis, are:
|
|
|
|
|
|
(in thousands)
|
|
Estimated
fair value
|
|
Estimated
average remaining
useful life
|
Core technology
|
|
$
|
114,300
|
|
8 years
|
Customer relationships
|
|
|
46,300
|
|
10 years
|
Trademarks
|
|
|
3,600
|
|
indefinite
|
Backlog
|
|
|
3,200
|
|
six months
|
In-process research and development
|
|
|
14,800
|
|
N/A
|
|
|
|
|
|
|
Total intangible assets acquired
|
|
$
|
182,200
|
|
|
|
|
|
|
|
|
The amount allocated to in-process research and development (IPR&D) represented an estimate of the fair value
of research projects that had not reached technological feasibility and had no alternative future use. The estimated fair value of IPR&D was expensed immediately following the consummation of the acquisition.
PMC acquired three next-generation Tachyon storage protocol IPR&D projects related to the Storage Semiconductor Business. One of the projects is a multi-protocol
storage controller which was in the early stage of development, and two projects were next-generation Tachyon projects in later stages of development. The value assigned to IPR&D was calculated using the income approach by determining cash flow
projections related to the identified projects. The assumptions included information on revenues from existing products and future expected trends for each technology, with an estimated useful life of 5 to 9 years. The rates used to discount the net
cash flows to their present values were based upon a weighted average cost of capital of 19%. The discount rate was determined after consideration of market rates of return on debt and equity capital and the risk associated with achieving forecasted
sales related to the assets acquired.
The fair value, expected costs to complete, and anticipated completion date for each project was as follows:
|
|
|
|
(in thousands)
|
|
Estimated
fair value
|
Next generation Tachyon products
|
|
$
|
9,400
|
Multi-protocol storage controller
|
|
|
5,400
|
|
|
|
|
Total in-process research and development
|
|
$
|
14,800
|
|
|
|
|
72
Passave Inc.
On May 4,
2006, the Company acquired Passave, Inc. (Passave), a privately held Delaware corporation, pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated April 4, 2006, among the Company, a newly formed
direct wholly-owned subsidiary of the Company (Merger Sub), Passave, and a representative of certain securityholders of Passave. Under the terms of the Merger Agreement, the Company issued shares of its common stock and assumed stock
options, and incurred merger costs having a total value of $304 million for all of the outstanding capital stock, warrants and outstanding stock options of Passave. Of this amount, $257.5 million was allocated to the purchase price, and $46.5
million related to unvested stock and stock options of Passave which will be recorded as stock-based compensation over the requisite service period in accordance with FAS 123R. The fair value of options assumed was calculated using a
lattice-binomial method. The Company and the securityholders of Passave have each agreed to indemnify the other for, among other things, breaches of representations, warranties and covenants of the Company and Passave in the Merger Agreement. These
financial statements include the results of operations of Passave from the acquisition date.
PMC purchased Passave due to its market share leadership in
Passive Optical Networking solutions. This acquisition fits with PMCs strategic intent to address the high-growth Fiber Access market and is aligned with PMCs developments in Customer Premises Equipment. The final purchase price was:
|
|
|
|
(in thousands)
|
|
|
PMC shares (19.3 million)
|
|
$
|
224,411
|
Vested Passave stock options assumed by PMC
|
|
|
30,135
|
Additional post-closing adjustment
|
|
|
2,275
|
Merger costs
|
|
|
2,950
|
|
|
|
|
Total consideration
|
|
$
|
259,771
|
|
|
|
|
The total purchase price was allocated to the fair value of assets acquired and liabilities assumed, and the
excess of the purchase price over the net assets acquired was recorded as goodwill, which for this acquisition is not deductible for tax purposes. The allocation was determined by management based on a third-party valuation. Merger costs include
investment banking fees, legal and accounting fees and other external costs directly related to the merger.
73
Net assets acquired consist of the following:
|
|
|
|
(in thousands)
|
|
|
Tangible assets, net of liabilities
|
|
$
|
10,512
|
Intangible assets
|
|
|
82,500
|
In-process research and development
|
|
|
20,500
|
Goodwill
|
|
|
146,259
|
|
|
|
|
Net assets acquired
|
|
$
|
259,771
|
|
|
|
|
Intangible assets acquired, and their respective estimated remaining useful lives, over which each asset will be
amortized on a straight-line basis, are:
|
|
|
|
|
|
(in thousands)
|
|
Estimated
fair value
|
|
Estimated
average remaining
useful life
|
Existing technology
|
|
$
|
46,000
|
|
4 years
|
Customer relationships
|
|
|
20,300
|
|
4 years
|
Core technology
|
|
|
15,400
|
|
4 years
|
Backlog
|
|
|
800
|
|
eight months
|
In-process research and development
|
|
|
20,500
|
|
N/A
|
|
|
|
|
|
|
Total intangible assets
|
|
$
|
103,000
|
|
|
|
|
|
|
|
|
The amount allocated to in-process research and development (IPR&D) represented an estimate of the fair value
of research projects that had not reached technological feasibility and had no alternative future use. The estimated fair value of IPR&D was expensed immediately following the consummation of the acquisition.
PMC acquired IPR&D projects related to EPON and AFE products from Passave.
The value assigned to IPR&D was calculated using the income approach by determining cash flow projections related to identified projects. The assumptions included information on revenues from existing products and future expected trends
for each technology, with an estimated useful life of 6 years. The stage of completion of each project was estimated to determine the discount rates to be applied to the valuation of the in-process technology. Based upon the level of completion and
the risk associated with in-process technology, we applied discount rates that ranged from 20% 23% to value the projects acquired.
The fair value,
expected costs to complete, and anticipated completion date for each project is as follows:
74
|
|
|
|
(in thousands)
|
|
Estimated
fair value
|
EPON products
|
|
$
|
18,500
|
AFE projects
|
|
|
2,000
|
|
|
|
|
Total in-process research and development
|
|
$
|
20,500
|
|
|
|
|
Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets
acquired. In accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, goodwill will not be amortized but will instead be tested for impairment annually or more frequently if certain
indicators are present.
The pro forma financial information presented below gives effect to the acquisitions of Passave and the Storage Semiconductor
Business as if both acquisitions had occurred as of the beginning of each fiscal year presented below. If the acquisitions had occurred at the beginning of 2005, the $35.3 million charge for in-process research and development and
acquisition-related costs would have been expensed in 2005. Amortization of intangible assets would have been higher by $43.3 million, and $6.0 million, in 2005 and 2006, respectively. In addition, stock-based compensation would have been higher by
$17.4 million and $3.9 million in 2005 and 2006, respectively, due to amortization of expense associated with unvested options assumed with exercise prices below fair market value on the acquisition date.
The pro forma results do not purport to represent what the Companys results of operations actually would have been if the transactions had occurred on the date
indicated or what the results of operations will be in future periods.
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
December 31,
2006
|
|
|
December 31,
2005
|
|
Pro forma revenues
|
|
$
|
461,429
|
|
|
$
|
446,387
|
|
Pro forma net loss
|
|
|
(66,454
|
)
|
|
|
(64,775
|
)
|
|
|
|
Pro forma basic and diluted net loss per share
|
|
$
|
(0.33
|
)
|
|
$
|
(0.32
|
)
|
NOTE 3. Derivative Instruments
The Company generates revenues in U.S. dollars but incurs a portion of its operating expenses in various foreign currencies, primarily the Canadian dollar. To minimize the short-term impact of foreign currency
fluctuations on the Companys operating expenses, the Company uses currency forward contracts.
Currency forward contracts that are used to hedge
exposures to variability in forecasted foreign currency cash flows are designated as cash flow hedges. The maturities of these instruments are less than twelve months. For these derivatives, the gain or loss from the effective portion of the hedge
is initially reported as a component of other comprehensive income in stockholders equity and subsequently reclassified to earnings in the same period in which the hedged transaction affects earnings. The gain or loss from the ineffective
portion of the hedge is recognized as interest income or expense immediately.
At December 30, 2007, the Company had twelve currency forward contracts
outstanding that qualified and were designated as cash flow hedges. The U.S. dollar notional amount of these
75
contracts was $62.2 million and the contracts had a fair value of $2.2 million. No portion of the hedging instruments gain or loss was excluded from
the assessment of effectiveness and the ineffective portions of hedges had no impact on earnings.
NOTE 4. Stock-Based Compensation
At December 30, 2007, the Company has two stock-based compensation programs, which are described below. None of the Companys stock-based awards are classified
as liabilities. The Company did not capitalize any stock-based compensation cost, and recorded compensation expense as follows:
|
|
|
|
|
|
|
|
|
Year ended
|
(in thousands)
|
|
December 30, 2007
|
|
December 31, 2006
|
Cost of revenues
|
|
$
|
1,691
|
|
$
|
1,809
|
Research and development
|
|
|
16,563
|
|
|
16,210
|
Selling, general and administrative
|
|
|
17,078
|
|
|
19,889
|
|
|
|
|
|
|
|
Total
|
|
$
|
35,332
|
|
$
|
37,908
|
|
|
|
|
|
|
|
The Company received cash of $32.0 million from the exercise of stock-based awards during the year ended
December 30, 2007. The total intrinsic value of stock awards exercised during the year ended December 30, 2007, was $19.4 million.
As of
December 30, 2007 there was $41.7 million of total unrecognized compensation cost related to nonvested stock options granted under the Companys stock option plans, which is expected to be recognized over a period of 2.3 years. As of
December 30, 2007 there was $4.1 million of total unrecognized compensation cost related to nonvested Restricted Stock Units (RSUs) awarded under the Companys stock option plans, which is expected to be recognized over a
period of 3.4 years.
The fair value of the Companys stock option awards granted to employees during the year ended December 30, 2007 was
estimated using a lattice-binomial valuation model. Prior to the second quarter of 2005, the fair value of the Companys stock option awards to employees was estimated, for disclosure purposes under SFAS 123, using a Black-Scholes option
pricing model which was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The Company believes that the binomial model provides a better estimate of the fair value of stock
option awards because it considers the contractual term of the option, the probability that the option will be exercised prior to the end of its contractual life, and the probability of termination or retirement of the option holder in computing the
value of the option. Both models require the input of highly subjective assumptions including the expected stock price volatility and expected life.
The
Companys estimates of expected volatilities are based on a weighted historical and market-based implied volatility. The Company uses historical data to estimate option exercises and employee terminations within the valuation model; separate
groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The
76
expected term of options granted is derived from the output of the stock option valuation model and represents the period of time that granted options are
expected to be outstanding. The risk-free rate for periods within the contractual life of the stock option is based on the U.S. Treasury yield curve in effect at the time of the grant.
The fair values of the Companys stock option and ESPP awards were estimated using the following weighted average assumptions:
Stock Options:
|
|
|
|
|
|
|
|
|
|
|
|
December 30,
2007
|
|
|
December 31,
2006
|
|
|
December 31,
2005
|
|
Expected life (years)
|
|
4.1
|
|
|
3.9
|
|
|
3.8
|
|
Expected volatility
|
|
61
|
%
|
|
58
|
%
|
|
60
|
%
|
Risk-free interest rate
|
|
4.5
|
%
|
|
4.8
|
%
|
|
3.9
|
%
|
Employee Share Purchase Plan:
|
|
|
|
|
|
|
|
|
|
|
|
December 30,
2007
|
|
|
December 31,
2006
|
|
|
December 31,
2005
|
|
Expected life (years)
|
|
1.3
|
|
|
1.3
|
|
|
1.3
|
|
Expected volatility
|
|
50
|
%
|
|
50
|
%
|
|
53
|
%
|
Risk-free interest rate
|
|
4.7
|
%
|
|
4.9
|
%
|
|
3.5
|
%
|
Stock Option Plans
The Company issues its common stock under the provisions of various stock option plans. Stock option awards are granted with an exercise price equal to the closing market price of the Companys common stock at the grant date. The
options generally expire within five to ten years and vest over four years.
In 2001, the Company simplified its plan structure. The 2001 Stock Option Plan
(the 2001 Plan) was created to replace a number of stock option plans the Company had assumed in connection with mergers and acquisitions completed prior to 2001. The number of shares available for issuance under the 1994 Incentive Stock
Plan (1994 Plan) were approved by stockholders. New stock options or other equity incentives may only be issued under the 1994 Plan and the 2001 Plan. In the second quarter of 2006 the Company assumed the stock option plans and all
outstanding stock options of Passave as part of the merger consideration.
77
Activity under the option plans during the year ended December 30, 2007 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Options
|
|
|
Weighted
average price per
share
|
|
Weighted
average
remaining
contractual term
per share - Years
|
|
Aggregate
intrinsic value
per share
|
Outstanding, Dec 31, 2006
|
|
32,995,994
|
|
|
$
|
9.55
|
|
|
|
|
|
Granted
|
|
4,274,427
|
|
|
$
|
6.67
|
|
|
|
|
|
Exercised
|
|
(4,847,215
|
)
|
|
$
|
4.87
|
|
|
|
|
|
Cancelled, Forfeited
|
|
(2,889,217
|
)
|
|
$
|
10.77
|
|
|
|
|
|
Expired
|
|
(2,212,484
|
)
|
|
$
|
14.01
|
|
|
|
|
|
Outstanding, December 30, 2007
|
|
27,321,505
|
|
|
$
|
9.74
|
|
6.67
|
|
$
|
0.47
|
Vested & Expected to Vest, December 30, 2007
|
|
25,099,305
|
|
|
$
|
9.85
|
|
6.52
|
|
$
|
0.51
|
Exercisable, December 30, 2007
|
|
17,559,272
|
|
|
$
|
10.85
|
|
5.76
|
|
$
|
0.51
|
No adjustment has been recorded for fully vested options that expired during the year ended December 30,
2007. A reversal of $5.4 million was recorded for pre-vesting forfeitures.
The following table summarizes information on options outstanding and
exercisable for the combined option plans at December 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of Exercise Prices
|
|
Options
Outstanding
|
|
Weighted
Average
Remaining
Contractual
Life (years)
|
|
Weighted
Average
Exercise
Price per
Share
|
|
Options
Exercisable
|
|
Weighted
Average
Exercise
Price per
Share
|
$0.05 - $5.95
|
|
6,968,919
|
|
5.94
|
|
$
|
4.84
|
|
5,818,999
|
|
$
|
5.08
|
$6.01 - $7.87
|
|
8,439,582
|
|
8.17
|
|
$
|
7.26
|
|
3,019,938
|
|
$
|
7.73
|
$7.89 - $10.82
|
|
2,964,563
|
|
6.29
|
|
$
|
9.17
|
|
2,031,965
|
|
$
|
9.21
|
$10.97 - $15.25
|
|
4,468,029
|
|
7.65
|
|
$
|
11.17
|
|
2,209,670
|
|
$
|
11.33
|
$15.98 - $189.94
|
|
4,480,412
|
|
4.26
|
|
$
|
20.97
|
|
4,478,700
|
|
$
|
20.97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$0.05 - $189.94
|
|
27,321,505
|
|
6.67
|
|
$
|
9.74
|
|
17,559,272
|
|
$
|
10.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average estimated fair values of employee stock options granted during fiscal 2007, 2006, and 2005
were $3.22, $4.60, and $3.34, per share, respectively.
Restricted Stock Units
On February 1, 2007, the Company amended its stock award plans to allow for the issuance of RSUs to employees and directors. The first grant of RSUs occurred on May 25, 2007. The grants vest over varying
terms, to a maximum of four years from the date of grant.
78
A summary of RSU activity during the year ended December 30, 2007 is as follows:
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock
Units
|
|
|
Weighted Average
Remaining Contractual
Term
|
|
Aggregate
Intrinsic Value at
December 30, 2007
|
Unvested shares at December 31, 2006
|
|
|
|
|
|
|
|
|
Awarded
|
|
901,125
|
|
|
|
|
|
|
Released
|
|
|
|
|
|
|
|
|
Forfeited
|
|
(69,374
|
)
|
|
|
|
|
|
End of Period
|
|
831,751
|
|
|
2.04
|
|
$
|
5,489,557
|
Restricted Stock Units vested and expected to vest,
|
|
|
|
|
|
|
|
|
December 30, 2007
|
|
612,619
|
|
|
1.89
|
|
$
|
4,043,287
|
The weighted-average estimated fair value of RSUs awarded in fiscal 2007 was $7.49.
Employee Stock Purchase Plan
In 1991, the Company adopted an Employee Stock
Purchase Plan (ESPP) under Section 423 of the Internal Revenue Code. The ESPP allows eligible participants to purchase shares of the Companys common stock through payroll deductions at a purchase price of 85% of the lower of
the fair market value of the Companys stock on the close of the first trading day or last trading day of the six-month purchase period. Under the ESPP, the number of shares authorized to be available for issuance under the plan are increased
automatically on January 1 of each year until the expiration of the plan. The increase will be limited to the lesser of (i) 1% of the outstanding shares on January 1 of each year, (ii) 2,000,000 shares (after adjusting for stock
dividends), or (iii) an amount to be determined by the Board of Directors.
During 2007, 1,753,447 shares were issued under the Plan at a
weighted-average price of $4.78 per share. As of December 30, 2007, 8,149,940 shares were available for future issuance under the ESPP (December 31, 20067,903,387).
The weighted-average estimated fair values of Employee Stock Purchase Plan awards during fiscal years 2007, 2006, and 2005, were $2.59, $3.27 and $3.18 per share, respectively.
79
NOTE 5. Restructuring and Other Costs
The activity related to excess facility and severance accruals under the Companys restructuring plans during the three years ended December 30, 2007, by year of plan, were as follows:
Excess facility and contract termination costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By Year of Plan
|
|
(in thousands)
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2003
|
|
|
2001
|
|
|
Total
|
|
Balance at December 26, 2004
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
3,895
|
|
|
$
|
9,840
|
|
|
$
|
13,735
|
|
|
|
|
|
|
|
|
New charges
|
|
|
|
|
|
|
|
|
|
|
5,288
|
|
|
|
|
|
|
|
|
|
|
|
5,288
|
|
Cash payments
|
|
|
|
|
|
|
|
|
|
|
(417
|
)
|
|
|
(884
|
)
|
|
|
(2,974
|
)
|
|
|
(4,275
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
4,871
|
|
|
|
3,011
|
|
|
|
6,866
|
|
|
|
14,748
|
|
|
|
|
|
|
|
|
Reversals and adjustments
|
|
|
|
|
|
|
|
|
|
|
776
|
|
|
|
(2,300
|
)
|
|
|
776
|
|
|
|
(748
|
)
|
New charges
|
|
|
|
|
|
|
2,338
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,338
|
|
Cash payments
|
|
|
|
|
|
|
(227
|
)
|
|
|
(1,379
|
)
|
|
|
(162
|
)
|
|
|
(2,546
|
)
|
|
|
(4,314
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006
|
|
|
|
|
|
|
2,111
|
|
|
|
4,268
|
|
|
|
549
|
|
|
|
5,096
|
|
|
|
12,024
|
|
|
|
|
|
|
|
|
Reversals and adjustments
|
|
|
23
|
|
|
|
(441
|
)
|
|
|
450
|
|
|
|
(549
|
)
|
|
|
978
|
|
|
|
(461
|
)
|
New charges
|
|
|
2,768
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,768
|
|
Cash payments
|
|
|
(860
|
)
|
|
|
(1,081
|
)
|
|
|
(1,389
|
)
|
|
|
|
|
|
|
(2,130
|
)
|
|
|
(5,460
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 30, 2007
|
|
$
|
1,931
|
|
|
$
|
589
|
|
|
$
|
3,329
|
|
|
$
|
|
|
|
$
|
3,944
|
|
|
$
|
9,793
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By Year of Plan
|
|
(in thousands)
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Total
|
|
Balance at December 26, 2004
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
New charges
|
|
|
|
|
|
|
|
|
|
|
7,675
|
|
|
|
7,675
|
|
Cash payments
|
|
|
|
|
|
|
|
|
|
|
(7,190
|
)
|
|
|
(7,190
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
485
|
|
|
|
485
|
|
|
|
|
|
|
Reversals and adjustments
|
|
|
|
|
|
|
|
|
|
|
(350
|
)
|
|
|
(350
|
)
|
New charges
|
|
|
|
|
|
|
2,968
|
|
|
|
1,562
|
|
|
|
4,530
|
|
Cash payments
|
|
|
|
|
|
|
(2,432
|
)
|
|
|
(1,600
|
)
|
|
|
(4,032
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006
|
|
|
|
|
|
|
536
|
|
|
|
97
|
|
|
|
633
|
|
|
|
|
|
|
Reversals and adjustments
|
|
|
144
|
|
|
|
(409
|
)
|
|
|
(59
|
)
|
|
|
(324
|
)
|
New charges
|
|
|
9,863
|
|
|
|
|
|
|
|
|
|
|
|
9,863
|
|
Cash payments
|
|
|
(8,889
|
)
|
|
|
(127
|
)
|
|
|
(38
|
)
|
|
|
(9,054
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 30, 2007
|
|
$
|
1,118
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80
2007
In the first quarter
of 2007, the Company initiated a cost-reduction plan that involved staff reductions of 175 employees at various sites and the closure of design centers in Saskatoon, Saskatchewan and Winnipeg, Manitoba. The Company also vacated excess office space
at its Santa Clara facility. PMC continued to rationalize costs in the fourth quarter of 2007 by reducing headcount by 18 employees primarily at the Burnaby facility.
To date, the Company has incurred $9.9 million in termination and relocation costs, $2.8 million for excess facilities and contract termination costs and $2.5 million in asset impairment charges.
The Company has made payments of $9.7 million in connection with this plan. As of December 30, 2007, $1.1 million in severance costs remained to be paid and
payments related to the excess facilities may extend until 2011.
2006
In the third quarter of 2006, the Company closed its Ottawa development site in order to reduce operating expenses and the space was vacated by the end of the fourth quarter of 2006. Approximately 35 positions were eliminated, primarily
from research and development, resulting in one-time termination benefit and relocation costs of $2.2 million, and $2.0 million for excess facilities. The Company also eliminated 10 positions from research and development in the Companys
Portland development site, resulting in restructuring charges of $1.4 million, comprised of $0.8 million in severance, $0.3 million for excess facilities, $0.1 million for contract termination and $0.2 million in asset impairment.
During the fourth quarter of 2007 the Company reduced its estimated severance accrual by $0.3 million and its accrual for excess facilities by $0.4 million as the
Company fulfilled a portion of these obligations. The Company has made $3.9 million in payments relating to the 2006 plan. As of December 30, 2007, all severance costs have been paid and payments related to the excess facilities will extend to
2010.
2005
During 2005, the Company completed various
restructuring activities aimed at streamlining production and reducing operating expenses. In the first quarter of 2005, the Company recorded restructuring charges of $0.9 million in severance costs related to the termination of 24 employees across
all business functions. In the second quarter of 2005, the company expanded the workforce reduction activities initiated during the first quarter and terminated 63 employees from research and development located in the Santa Clara facility. In
addition, the Company consolidated two manufacturing facilities (Santa Clara, California and Burnaby, British Columbia) into one facility (Burnaby), which involved the termination of 26 employees from production control, quality assurance, and
product engineering. As a result, the Company recorded total second quarter restructuring charges of $7.6 million, including $6.7 million for termination benefits and a $0.9 million write-down of equipment and software assets whose value was
impaired as a result of these plans. In the third quarter of 2005, the Company
81
consolidated its facilities and vacated excess office space in the Santa Clara location, and recorded a restructuring charge of $5.3 million for excess
facilities and an additional $0.1 million in severance costs.
In the first quarter of 2006, the Company continued the workforce reduction plans initiated
in 2005 and recorded $1.6 million in restructuring charges related to the termination of 19 employees, primarily from research and development, in the Santa Clara facility. During the third quarter of 2006 the Company reduced its estimated severance
accrual related to the 2005 workforce reduction activities by $0.4 million, and increased the accrual for excess facilities related to the 2005 restructuring by $0.8 million. The Company further increased its accrual for excess facilities by $0.5
million in the fourth quarter of 2007. To date, the Company has made payments relating to these activities of $12.0 million. As of December 30, 2007, all severance costs have been paid. Payments related to the excess facilities will extend to
2011.
2003 and 2001
In 2003 and 2001, the Company
implemented three restructuring plans aimed at focusing development efforts on key projects and reducing operating costs in response to the severe and prolonged economic downturn in the semiconductor industry. PMCs assessment of the market
demand for its products, and the development efforts necessary to meet this demand, were key factors in the decisions to implement these restructuring plans. As end markets for the Companys products had contracted, certain projects were
curtailed in an effort to cut costs. Cost reductions in all other functional areas were also implemented, as fewer resources were required to support the reduced level of development and sales activities during these periods
.
The January 2003 restructuring included the termination of 175 employees and the closure of design centers in Maryland, Ireland and India, and vacating office space in
the Santa Clara facility. To date, PMC has recorded restructuring charges of $18.3 million in accordance with SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities, including $1.5 million for asset write-downs. These
charges related to workforce reduction, lease and contract settlement costs, and the write-down of certain property, equipment and software assets whose value was impaired as a result of this restructuring plan. PMC has disposed of the property
improvements and computer equipment, and software licenses have been cancelled or are no longer being used. In 2006, the Company reversed $2.3 million of this restructuring accrual because certain floors in the Santa Clara facility that had been
vacated in 2003 were re-occupied in 2006 due to the addition of personnel that occurred with the acquisition of the Storage Semiconductor Business. The Company reversed a further $0.5 million in 2007 as it completed a portion of the lease obligation
at this site.
The October 2001 restructuring plan included the termination of 341 employees, the consolidation of excess facilities, and the curtailment
of certain research and development projects, resulting in a restructuring charge of $175.3 million, including $12.2 million of asset write-downs. Due to the continued downturn in real estate markets, the Company recorded additional provisions for
abandoned office facilities of $1.3 million in the fourth quarter of 2004.
In the first quarter of 2001, PMC recorded a charge of $19.9 million for a
restructuring plan that included the termination of 223 employees across all business functions, the consolidation of a number of facilities and the curtailment of certain research and development projects. Due to the continued downturn in real
estate markets, the Company recorded additional provisions for abandoned office facilities of $2.2 million in the fourth quarter of 2004, $0.8 million in the third quarter of 2006, and $0.9 million in the fourth quarter of 2007.
82
To date, PMC has made cash payments of $12.7 million and $176.6 million related to the 2003 and 2001 plans, respectively.
The Company has completed the activities contemplated in these restructuring plans, but has not yet terminated the leases on all of its surplus facilities. Efforts to exit these sites are ongoing, but the payments related to these facilities could
extend to 2011.
NOTE 6. Investments in Debt Securities
At
December 30, 2007, we held $35.1 million (2006$153.2 million) in U.S. Government Treasury and Agency notes, which were classified as available-for-sale investments. These investments are included in cash and cash equivalents in the
Consolidated Balance Sheet and have maturities of three months or less.
NOTE 7. Investments and Other Assets
The components of other investments and assets are as follows:
|
|
|
|
|
|
|
(in thousands)
|
|
December 30,
2007
|
|
December 31,
2006
|
Investments in private entities
|
|
$
|
2,000
|
|
$
|
2,000
|
Deferred debt issue costs (Note 9)
|
|
|
4,677
|
|
|
5,645
|
Other assets
|
|
|
4,070
|
|
|
7,008
|
|
|
|
|
|
|
|
|
|
$
|
10,747
|
|
$
|
14,653
|
|
|
|
|
|
|
|
During 2006, the Company recorded a $3.2 million impairment loss on its investment in a private company, which was
its carrying value. This was offset by a $0.1 million gain on sale of another investment. In addition, the Company sold its investment in Ikanos Communications Inc. (Ikanos) in 2006 for proceeds of $5.1 million and recorded a gain of $3.1 million,
included in Gain on investments on the Statement of Operations.
The Company monitors the value of its investments for impairment and records an impairment
charge to reflect any decline in value below its cost basis, if that decline is considered to be other than temporary. The assessment of impairment in carrying value is based on the market value trends of similar public companies, the current
business performance of the entities in which we have invested, and if available, the estimated future market potential of the companies and venture funds.
As of December 30, 2007 the Company had deposits of $4 million related to long-term design tool contracts. These costs are recorded as other assets and are being amortized according to usage over the contract term, which ends in 2010.
83
NOTE 8. Lines of credit
At
December 30, 2007, the Company had available a revolving line of credit with a bank under which the Company may borrow up to $0.8 million with interest at the banks alternate base rate (annual rate of 7.75% at December 30, 2007) as
long as the Company maintains eligible investments with the bank in an amount equal to its drawings. This agreement will expire in July 2008. At December 30, 2007, $0.8 million cash was deposited with the bank to offset the amount committed
under letters of credit used as security for a facility lease.
NOTE 9. Long-term debt
2.25% Senior convertible notes
On October 26, 2005, the Company issued $225 million aggregate principal amount of
2.25% senior convertible notes due 2025. The Company has recorded these Notes as long-term debt and issuance costs of $6.8 million have been deferred and will be amortized over seven years, which is the Companys earliest call date. This
approximates the effective interest method.
The notes rank equal in right of payment with our other unsecured senior indebtedness and mature on
October 15, 2025 unless earlier redeemed by the Company at its option, or converted or put to the Company at the option of the holders. Interest is payable semi-annually in arrears on April 15 and October 15 of each year, commencing
on April 15, 2006. The Company may redeem all or a portion of the notes at par on and after October 20, 2012. The holders may require that the Company repurchase notes on October 15, 2012, 2015 and 2020 respectively.
Holders may convert the notes into the right to receive the conversion value (i) when the Companys stock price exceeds 120% of the approximately $8.80 per
share initial conversion price for a specified period, (ii) in certain change in control transactions, and (iii) when the trading price of the notes does not exceed a minimum price level. For each $1,000 principal amount of notes, the
conversion value represents the amount equal to 113.6687 shares multiplied by the per share price of the Companys common stock at the time of conversion. If the conversion value exceeds $1,000 per $1,000 in principal of notes, the Company will
pay $1,000 in cash and may pay the amount exceeding $1,000 in cash, stock or a combination of cash and stock, at the Companys election.
The Company
entered into a Registration Rights Agreement with the holders of the notes, under which the Company is required to keep the shelf registration statement effective until the earlier of (i) the sale pursuant to the shelf registration statement of
all of the notes and/or shares of common stock issuable upon conversion of the notes, and (ii) the expiration of the holding period applicable to such securities held by non-affiliates under Rule 144(k) under the Securities Act, or any
successor provision, subject to certain permitted exceptions.
The Company will be required to pay liquidated damages, subject to some limitations, to the
holders of the notes if the Company fails to comply with its obligations to register the notes and the common stock issuable upon conversion of the notes or the registration statement does not become effective within the specified time periods. In
no event will liquidated damages accrue
84
after the second anniversary of the date of issuance of the notes or at a rate exceeding 0.50% of the issue price of the notes. The Company will have no
other liabilities or monetary damages with respect to any registration default. If the holder has converted some or all of its notes into common stock, the holder will not be entitled to receive any liquidated damages with respect to such common
stock or the principal amount of the notes converted.
3.75% Convertible subordinated notes
In August 2001, the Company issued $275 million of convertible subordinated notes maturing on August 15, 2006.
During the third fiscal quarter of 2003, the Company repurchased $100 million principal amount of these notes for $96.7 million and expensed $1.6 million of related
unamortized debt issue costs, resulting in a net gain of $1.7 million. On January 6, 2004, the Company repurchased $106.9 million of these notes pursuant to a tender offer, at par value. The Company expensed approximately $1.6 million of debt
issue costs related to the repurchased notes. The remaining $68.1 million of these notes were redeemed by the Company on January 18, 2005 for a total of $70.2 million in cash, which included $1.1 million in accrued interest and a $1.0 million
call premium.
These notes bore interest at 3.75% payable semi-annually and were convertible into an aggregate of approximately 6.5 million shares of
PMCs common stock at any time prior to maturity at a conversion price of approximately $42.43 per share.
NOTE 10. Commitments and Contingencies
Legal Matters:
SEC Informal Inquiry
On August 18, 2006, PMC received an informal confidential request from the SEC advising that the SEC commenced an informal inquiry into the Companys historical
stock option-granting practices. The Company engaged outside counsel to represent it in the inquiry. On December 6, 2006, a meeting took place at the SEC in San Francisco during which the Audit Committee and its special counsel summarized the
results of its investigation into the Companys historical option-granting practices. In February 2007, the Company completed all the SECs requests for information related to its inquiry. On October 26, 2007, the SEC staff
formally notified the Company that its inquiry was terminated and that no enforcement action against the Company had been recommended to the SEC.
Stockholder Derivative Lawsuits
Three derivative actions have been filed against the Company, as a nominal defendant, and various current and
former officers and/or directors: (1)
Meissner v. Bailey, et al.
, Santa Clara Superior Court Case No. 1-06-CV-071329 (filed September 18, 2006); (2)
Beiser v. Bailey, et al.
, United States District Court for
the Northern District of California Case No. 5:06-CV-05330-RS (filed August 29, 2006); and (3)
Barone v. Bailey, et al.,
United States District Court for the Northern District of California Case No. 4:06-CV-06473-SBA
(filed October 16, 2006). On
85
November 21, 2006, the Beiser and Barone actions were consolidated into one case. On January 18, 2007, the Santa Clara County Superior Court
in California ordered that the Meissner action be stayed pending the outcome of the consolidated, federal Beiser/Baron action. A consolidated complaint in the Beiser/Baron action was filed on January 29, 2007 (the Consolidated
Complaint).
The Consolidated Complaint generally alleged that various current and former Company directors and/or officers breached their duty of
loyalty and/or duty of care to the Company and its shareholders, that these purported breaches of fiduciary duties caused harm to the Company and the plaintiffs seek to recover damages on behalf of the Company. The Consolidated Complaint also
alleged violations of federal securities laws. The Company is a nominal defendant in the cases, but any recovery in the litigation would be paid to the Company, rather than to its shareholders. The defendants have entered into joint
defense arrangements.
On March 15, 2007, the Company filed three separate motions aimed at having the federal lawsuit dismissed on various legal
grounds. One of these motions was on the basis that plaintiffs failed to plead with particularity facts establishing that a litigation demand on the board of directors of the Company would have been futile at the time they commenced
the derivative lawsuit. On June 20, 2007, the Court heard the motion to dismiss plaintiffs complaint for failure to plead demand futility with particularity. The Court ruled on the motion to dismiss on August 22, 2007
finding that the plaintiffs Consolidated Complaint had not met the pleading burden and gave plaintiffs leave to amend. The plaintiffs filed their Amended Consolidated Complaint on October 2, 2007. While the plaintiffs claims
are substantially similar, they have reduced the scope of their allegations. The Company filed motions to dismiss the Amended Consolidated Complaint consistent with its previous motions which were argued before the Court on January 30,
2008. The Court also took argument on a motion to compel the production of certain documents filed by the plaintiffs December 26, 2007. The Court has not yet ruled on the motions.
At December 30, 2007, the Company has not accrued costs for potential losses related to the Amended Consolidated Complaint.
Operating leases:
The Company leases its facilities under operating lease
agreements, which expire at various dates through September 30, 2013.
Rent expense including operating costs for the years ended December 30,
2007, December 31, 2006, and 2005 was $10.8 million, $10.5 million, and $9.1 million, respectively. Excluded from rent expense for 2007 was additional rent and operating costs of $4.6 million (2006$4.2 million; 2005$4.2
million) related to excess facilities, which were accrued as part of the restructuring programs.
86
Minimum future rental payments under operating leases are as follows:
|
|
|
|
Year Ending December 31
(in thousands)
|
|
|
2007
|
|
$
|
11,742
|
2008
|
|
|
12,583
|
2009
|
|
|
7,604
|
2010
|
|
|
4,682
|
2011 and thereafter
|
|
|
98
|
|
|
|
|
Total minimum future rental payments under operating leases
|
|
$
|
36,709
|
|
|
|
|
Supply agreements
. The Company has supply agreements with both Chartered and TSMC that were renewed during
2006. These renewed agreements are in effect until December 31, 2008. The Company made deposits to secure access to wafer fabrication capacity of $5.1 million at December 31, 2006 and 2005. Under these agreements, the foundries must supply
certain quantities of wafers per year. Neither of these agreements have minimum unit volume requirements but the Company is obliged under one of the agreements to purchase a minimum percentage of the Companys total annual wafer requirements
provided that the foundry is able to continue to offer competitive technology, pricing, quality and delivery. The agreements may be terminated if either party does not comply with the terms.
Contingencies
. In the normal course of business, the Company receives and makes inquiries with regard to possible patent infringements. Where deemed advisable,
the Company may seek or extend licenses or negotiate settlements. Outcomes of such negotiations may not be determinable at any point in time; however, management does not believe that such licenses or settlements will, individually or in the
aggregate, have a material adverse effect on the Companys financial position, results of operations or cash flows.
NOTE 11. Special Shares
At December 30, 2007 and December 31, 2006, the Company maintained a reserve of 2,065,000 and 2,099,000 shares, respectively, of PMC common stock
to be issued to holders of PMC-Sierra, Ltd. (LTD) special shares.
The special shares of LTD, the Companys principal Canadian subsidiary, are
redeemable or exchangeable for PMC common stock. Special shares do not vote on matters presented to the Companys stockholders, but in all other respects represent the economic and functional equivalent of PMC common stock for which they can be
redeemed or exchanged at the option of the holders. The special shares have class voting rights with respect to transactions that affect the rights of the special shares as a class and for certain extraordinary corporate transactions involving LTD.
If LTD files for bankruptcy, is liquidated or dissolved, the special shares receive as a preference the number of shares of PMC common stock issuable on conversion plus a nominal amount per share plus unpaid dividends, or at the
holders option convert into LTD ordinary shares, which are the functional equivalent of voting common stock. If the Company files for bankruptcy, is liquidated, or dissolved, special shares of LTD receive the cash
equivalent of the value of PMC common stock into which the special shares could be converted, plus unpaid dividends, or at the holders option convert into LTD ordinary shares. If the Company materially
breaches its obligations to special shareholders of LTD (primarily to permit conversion of special shares into PMC common stock), the special shareholders may convert their shares into LTD ordinary shares.
87
These special shares of LTD are classified outside of stockholders equity until such shares are exchanged for PMC
common stock. Upon exchange, amounts will be transferred from the LTD special shares account to the Companys common stock and additional paid-in capital on the consolidated balance sheet.
NOTE 12. Stockholders Equity
Authorized capital stock of PMC.
At December 30, 2007 and December 31, 2006, the Company had an authorized capital of 905,000,000 shares, 900,000,000 of which are designated Common Stock, $0.001 par value, and 5,000,000 of which are designated Preferred
Stock, $0.001 par value.
Stockholders Rights Plan.
The Company adopted a stockholder rights plan in 2001, pursuant to which the Company
declared a dividend of one share purchase right for each outstanding share of common stock. If certain events occur, including if an investor tenders for or acquires more than 15% of the Companys outstanding common stock, stockholders (other
than the acquirer) may exercise their rights and receive $650 worth of our common stock in exchange for $325 per right, or the Company may, at the Companys option, issue one share of common stock in exchange for each right, or the Company may
redeem the rights for $0.001 per right.
NOTE 13. Employee Benefit Plans
Post-retirement Health Care Benefits.
Our unfunded post retirement benefit plan, which was assumed in connection with the acquisition of the Storage Semiconductor Business, provides retiree medical
benefits to eligible United States employees who meet certain age and service requirements upon retirement from the Company. These benefits are provided from the date of retirement until the employee qualifies for Medicare coverage. The amount of
the retiree medical benefit obligation assumed by the Company was $1.1 million at the time of the acquisition.
At December 30, 2007, the accumulated
postretirement benefit obligation was $1.4 million, with no unrecognized gain/loss or unrecognized prior service cost. The net period benefit cost was $0.2 million during 2007. No distributions were made from the plan during the period. The Company
includes accrued benefit costs for its post-retirement program in Accrued liabilities on the Companys Consolidated Balance Sheet.
The health care
accumulated postretirement benefit obligations were determined at December 30, 2007 using a discount rate of 6% and a current year health care trend of 9% decreasing to an ultimate trend rate of 5.0% in 2011.
Employee Retirement Savings Plans.
The Company sponsors a 401(k) retirement plan for its employees in the United States and similar plans for its employees in
Canada and other countries. Employees can contribute a percentage of their annual compensation to the plans, limited to maximum annual amounts set by local taxation authorities. The Company contributed $3.7 million, $4.3 million, and $3.8 million to
the plans in fiscal years 2007, 2006, and 2005, respectively.
88
NOTE 14. Income Taxes
The
income tax provision, calculated under Statement of Financial Accounting Standard No. 109 (SFAS 109), consists of the following:
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
December 30,
2007
|
|
|
December 31,
2006
|
|
December 31,
2005
|
Current:
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(258
|
)
|
|
$
|
2,248
|
|
$
|
263
|
State
|
|
|
4
|
|
|
|
4
|
|
|
3
|
Foreign
|
|
|
25,864
|
|
|
|
43,140
|
|
|
1,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,610
|
|
|
|
45,392
|
|
|
2,108
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
3,549
|
|
|
|
3,845
|
|
|
|
Foreign
|
|
|
(12,311
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,762
|
)
|
|
|
3,845
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
$
|
16,848
|
|
|
$
|
49,237
|
|
$
|
2,108
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation between the Companys effective tax rate and the U.S. Federal statutory rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
(in thousands)
|
|
December 30,
2007
|
|
|
December 31,
2006
|
|
|
December 31,
2005
|
|
Income (loss) before provision for income taxes
|
|
$
|
(32,256
|
)
|
|
$
|
(50,655
|
)
|
|
$
|
30,094
|
|
Federal statutory tax rate
|
|
|
35
|
%
|
|
|
35
|
%
|
|
|
35
|
%
|
Income taxes at U.S. Federal statutory rate
|
|
|
(11,290
|
)
|
|
|
(17,729
|
)
|
|
|
10,533
|
|
Tax on intercompany dividend
|
|
|
|
|
|
|
45,727
|
|
|
|
19,871
|
|
Adjustment of prior years due to change in estimate
|
|
|
|
|
|
|
29,889
|
|
|
|
|
|
Change in liability for unrecognized tax benefit
|
|
|
28,296
|
|
|
|
|
|
|
|
|
|
Non-deductible intangible asset amortization and in-process research and development
|
|
|
11,059
|
|
|
|
12,221
|
|
|
|
|
|
Non-deductible stock-based compensation
|
|
|
9,409
|
|
|
|
9,299
|
|
|
|
75
|
|
Non-deductible items and other
|
|
|
(215
|
)
|
|
|
5,875
|
|
|
|
(81
|
)
|
Adjustment of prior year taxes and excess tax credits
|
|
|
23,628
|
|
|
|
(673
|
)
|
|
|
(3,924
|
)
|
Incremental recovery on foreign earnings and other rate differentials and investment tax credits
|
|
|
(33,357
|
)
|
|
|
(8,530
|
)
|
|
|
(35,677
|
)
|
Valuation allowance
|
|
|
(10,682
|
)
|
|
|
(26,842
|
)
|
|
|
11,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
$
|
16,848
|
|
|
$
|
49,237
|
|
|
$
|
2,108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Despite the net loss for 2007, income taxes were incurred primarily from a $28 million additional accrual relating
to an ongoing FIN 48 liability arising from the examination of our historic transfer pricing policies and practices of certain companies within the PMC Group by a certain tax authority. Of the $28 million increase in our FIN 48 liability, $13.1
million is related to arrears interest. Our FIN 48 liability is partially offset by available investment tax credits earned in the year of $18 million. The remainder of the provision for income taxes primarily relates to $6 million of deferred taxes
recorded with respect to a past acquisition and net $1 million due to various items, including revisions of prior estimates.
89
The Companys estimated tax provision rate increased significantly at the end of 2006 due to an increase in its
estimated tax liability following receipt in 2007 of a written communication from a tax authority examining the historic transfer pricing policies and practices of certain companies within the PMC-Sierra group. As a result, in 2006, the Company
increased its provision for periods prior to 2006 by $29.9 million.
Significant components of the Companys deferred tax assets and liabilities are
as follows:
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
December 30,
2007
|
|
|
December 31,
2006
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
210,718
|
|
|
$
|
215,547
|
|
Capital loss
|
|
|
38,780
|
|
|
|
42,043
|
|
Credit carryforwards
|
|
|
68,238
|
|
|
|
25,216
|
|
Reserves and accrued expenses
|
|
|
13,681
|
|
|
|
16,988
|
|
Intangible assets
|
|
|
11,347
|
|
|
|
8,683
|
|
Depreciation and amortization
|
|
|
9,332
|
|
|
|
8,694
|
|
Restructuring and other charges
|
|
|
5,680
|
|
|
|
6,896
|
|
State tax loss carryforwards
|
|
|
8,200
|
|
|
|
6,439
|
|
Deferred income
|
|
|
2,700
|
|
|
|
2,927
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
368,676
|
|
|
|
333,433
|
|
|
|
|
Valuation allowance
|
|
|
(322,750
|
)
|
|
|
(333,433
|
)
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Acquired intangible assets and goodwill
|
|
|
(15,924
|
)
|
|
|
(12,095
|
)
|
Capitalized technology and other
|
|
|
(355
|
)
|
|
|
(74
|
)
|
Unrealized gain on investments
|
|
|
(744
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net deferred taxes
|
|
$
|
28,903
|
|
|
$
|
(12,169
|
)
|
|
|
|
|
|
|
|
|
|
Presented on the Consolidated Balance Sheet in the following components:
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
$
|
54,676
|
|
|
$
|
|
|
Deferred income taxes
|
|
|
(2,787
|
)
|
|
|
(2,042
|
)
|
Deferred taxes and other liabilities
|
|
|
(22,986
|
)
|
|
|
(10,127
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
28,903
|
|
|
$
|
(12,169
|
)
|
|
|
|
|
|
|
|
|
|
At December 30, 2007, the Company has approximately $599.9 million of federal net operating losses, which
will expire through 2027. The Company also has approximately $273.3 million of state tax loss carryforwards, which expire through 2017. A portion of our net operating losses were used in 2005 and 2006 to reduce the taxes otherwise payable on
intercompany dividends. The utilization of a portion of these net operating losses is also subject to ownership change limitations provided by federal and specific state income tax legislation.
Included in the credit carry-forwards are $37.7 million of investment tax credits, $16.7 million of federal research and development credits which expire through 2025,
$1.8 million of federal AMT credits which carryforward indefinitely, $11.5 million of state research and development credits which do not expire, and $0.5 million of state manufacturers investment credits which expire through 2011.
Included in the above net operating loss carryforwards are $23.8 million and $3.9 million of U.S. federal and state net operating losses related to acquisitions
accounted for under the purchase method of accounting. The benefit of such losses, if and when realized, will be credited first to reduce to zero any goodwill related to the respective acquisition, second to reduce to zero other non-current
intangible assets related to the respective acquisition, and third to reduce income tax expense.
90
Included in the deferred tax assets before valuation allowance are approximately $145.9 million of cumulative tax
benefits related to equity transactions, which will be credited to stockholders equity if and when realized.
The pretax income from foreign
operations was $30.4 million, $48.2 million, and $65.7 million in 2007, 2006, and 2005, respectively. The Company recorded $7.1 million tax expense related to earnings it repatriated in 2006 to fund the purchase of the Storage Semiconductor Business
in 2006. This distribution does not change the Companys intent to indefinitely reinvest undistributed earnings of the Companys foreign subsidiaries and accordingly, no additional provision for federal and state income taxes has been
provided thereon. It is not practical to estimate the income tax liability that might be incurred on the remittance of such earnings.
The Company had
$92.5 million of gross unrecognized tax benefits as of January 1, 2007. The total amount of net unrecognized tax benefits that, if recognized, would affect the effective tax rate was $92.5 million as of January 1, 2007. The Company accrues
interest and penalties related to unrecognized tax benefits in its provision for income taxes. As of January 1, 2007, the company had accrued interest and penalties related to unrecognized tax benefits of $32.6 million. See Note 1 to the
consolidated financial statements for additional disclosures related to the adoption of FIN 48.
A reconciliation of the beginning and ending balances
of the total amounts of gross unrecognized tax benefits is as follows (in millions):
|
|
|
|
|
Gross unrecognized tax benefits at January 1, 2007
|
|
$
|
92.5
|
|
Increases in tax positions for prior years
|
|
|
15.0
|
|
Decreases in tax positions for prior years
|
|
|
(1.3
|
)
|
Lapse in statute of limitations
|
|
|
(0.7
|
)
|
Effect of foreign currency loss on translation
|
|
|
20.1
|
|
|
|
|
|
|
Gross unrecognized tax benefits at December 30, 2007
|
|
$
|
125.6
|
|
|
|
|
|
|
The total amount of gross unrecognized tax benefits that, if recognized, would affect the effective tax rate was
$125.6 million at December 30, 2007. The Company accrues interest and penalties related to unrecognized tax benefits in its provision for income taxes. At December 30, 2007, the Company had accrued interest and penalties related to
unrecognized tax benefits of $46.8 million.
The Company and its subsidiaries file income tax returns in the U.S. and in various states, local and foreign
jurisdictions. The 2004 through 2007 tax years generally remain subject to examination by federal and most state tax authorities. In significant foreign jurisdictions, the 2000 through 2007 tax years generally remain subject to examination by their
respective tax authorities. The Company does not reasonably estimate that the unrecognized tax benefit will change significantly within the next 12 months.
91
NOTE 15. Segment Information
The Company operates in one segment: networking products. The networking segment consists of internetworking semiconductor devices and related technical service and support to equipment manufacturers for use in their communications and
networking equipment.
Enterprise-wide information is provided below in accordance with SFAS 131. Geographic revenue information is based on the location
of the customer invoiced. Long-lived assets include property and equipment, goodwill and other intangible assets and other long-term assets. Geographic information about long-lived assets is based on the physical location of the assets.
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
(in thousands)
|
|
December 30,
2007
|
|
December 31,
2006
|
|
December 31,
2005
|
Net revenues
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
91,307
|
|
$
|
103,144
|
|
$
|
98,619
|
China
|
|
|
89,027
|
|
|
63,797
|
|
|
54,324
|
Japan
|
|
|
71,941
|
|
|
79,009
|
|
|
40,790
|
Asia, other
|
|
|
45,890
|
|
|
43,331
|
|
|
20,067
|
Taiwan
|
|
|
43,754
|
|
|
31,377
|
|
|
19,590
|
Singapore
|
|
|
42,969
|
|
|
25,195
|
|
|
11,363
|
Europe and Middle East
|
|
|
40,874
|
|
|
46,922
|
|
|
23,866
|
Other foreign
|
|
|
23,619
|
|
|
32,217
|
|
|
22,792
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
449,381
|
|
$
|
424,992
|
|
$
|
291,411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30,
2007
|
|
December 31,
2006
|
|
December 31,
2005
|
Long-lived assets
|
|
|
|
|
|
|
|
|
|
Canada
|
|
$
|
18,207
|
|
$
|
16,749
|
|
$
|
15,990
|
United States
|
|
|
588,036
|
|
|
629,102
|
|
|
16,603
|
Other
|
|
|
6,724
|
|
|
5,219
|
|
|
175
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
612,967
|
|
$
|
651,070
|
|
$
|
32,768
|
|
|
|
|
|
|
|
|
|
|
During 2007, the Company had two customers whose purchases represented a significant portion of net revenues,
based on billing, including contract manufacturers and distributors. Net revenues from one customer represented approximately 12% of net revenues in 2007, 12% in 2006, and 14% in 2005. Net revenues from a second customer were 11% in 2007, and 12% in
2006 and 2005. In 2007 and 2006, the Company had two end customers, Cisco Systems and EMC Corporation, whose purchases represented greater than 10% of our total net revenues (2005 Cisco Systems).
92
NOTE 16. Net Income (Loss) Per Share
The following table sets forth the computation of basic and diluted net (loss) income per share:
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except per share amounts)
|
|
December 30,
2007
|
|
|
December 31,
2006
|
|
|
December 31,
2005
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(49,104
|
)
|
|
$
|
(99,892
|
)
|
|
$
|
27,986
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average common shares outstanding
(1)
|
|
|
216,330
|
|
|
|
203,470
|
|
|
|
184,098
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
|
|
|
|
|
|
|
5,034
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average common shares outstanding
(1)
|
|
|
216,330
|
|
|
|
203,470
|
|
|
|
189,132
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net (loss) income per share
|
|
$
|
(0.23
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
0.15
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net (loss) income per share
|
|
$
|
(0.23
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
0.15
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
PMC-Sierra, Ltd. Special Shares are included in the calculation of basic weighted average common shares outstanding.
|
In 2007, the Company had approximately 5.5 million options that were not included in diluted net loss per share because they would be antidilutive.
NOTE 17. Comprehensive (Loss) Income
The components of comprehensive (loss)
income, net of tax, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
December 30,
2007
|
|
|
December 31,
2006
|
|
|
December 31,
2005
|
Net (loss) income
|
|
$
|
(49,104
|
)
|
|
$
|
(99,892
|
)
|
|
$
|
27,986
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
Change in net unrealized (losses) gains on investments, net of tax of (2006$91 and 2005$246)
|
|
|
|
|
|
|
(12
|
)
|
|
|
929
|
Change in fair value of derivatives, net of tax of $1,328 in 2007 (2006$1,530 and 2005$727)
|
|
|
2,564
|
|
|
|
(2,838
|
)
|
|
|
444
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(46,540
|
)
|
|
$
|
(102,742
|
)
|
|
$
|
29,359
|
|
|
|
|
|
|
|
|
|
|
|
|
93
PART II