Form 8-K PMC SIERRA INC For: Oct 26

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)
October 26, 2015

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PMC-SIERRA, INC.
(Exact name of Registrant as specified in its charter)

1380 Bordeaux Drive
Sunnyvale, CA 94089
(Address of Principal Executive Offices) (Zip Code)

(408) 239-8000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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On October 26, 2015, PMC-Sierra, Inc. (the “Company”) issued a press release reporting the financial results for its fiscal third quarter ended September 26, 2015.  The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

As a supplement to the Company’s condensed consolidated financial statements presented on a generally accepted accounting principles (“GAAP”) basis, the Company provides additional non-GAAP measures for cost of revenues, gross profit, gross profit percentage, research and development expense, net, selling, general and administrative expense, amortization of purchased intangible assets, other income (expense), (provision for) benefit from  income taxes, operating expenses, operating income (loss), net income (loss), and basic and diluted net income (loss) per share in its press release, along with reconciliations to each of the most comparable GAAP measures.

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

The information in Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit 99.1

PMC Reports Third Quarter 2015 Results

SUNNYVALE, Calif.--(BUSINESS WIRE)--October 26, 2015--PMC-Sierra, Inc. (PMC®) (Nasdaq: PMCS), the semiconductor and software solutions innovator transforming networks that connect, move and store big data, today reported results for the third quarter ended September 26, 2015.

Net revenues in the third quarter of 2015 totaled $133.6 million, an increase of 7.1 percent compared to $124.8 million in the second quarter of 2015, and a decrease of 1.4 percent from $135.5 million in the third quarter of 2014.

GAAP net income in the third quarter of 2015 totaled $6.7 million or $0.03 per diluted share, compared to GAAP net loss in the second quarter of 2015 of $8.6 million or $0.04 per share, and to GAAP net income in the third quarter of 2014 of $5.5 million or $0.03 per diluted share. GAAP operating margin in the third quarter of 2015 was 8.3 percent, compared to GAAP operating margin in the third quarter of 2014 of 5.5 percent.

Non-GAAP net income in the third quarter of 2015 totaled $26.2 million or $0.13 per diluted share, compared to non-GAAP net income in the second quarter of 2015 of $18.0 million or $0.09 per diluted share, and to non-GAAP net income in the third quarter of 2014 of $22.5 million or $0.11 per diluted share. Non-GAAP operating margin in the third quarter of 2015 was 20.5 percent, compared to non-GAAP operating margin in the second quarter of 2015 of 15.3 percent, and to non-GAAP operating margin in the third quarter of 2014 of 17.3 percent.

In the third quarter of 2015, storage product revenues reached a quarterly record of $97.6 million, or 73 percent of revenues, an increase of 12 percent compared to storage product revenues of $87.0 million in the second quarter of 2015. Optical product revenues in the third quarter of 2015 totaled $23.5 million, or 18 percent of revenues, a decrease of 7 percent compared to optical product revenues of $25.2 million in the second quarter of 2015. Mobile product revenues in the third quarter of 2015 totaled $12.5 million, or 9 percent of revenues, which was flat compared to mobile product revenues of $12.6 million in the second quarter of 2015.

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

THIRD QUARTER AND RECENT HIGHLIGHTS

The Company announced the following:

• On Oct. 5, Skyworks Solutions, Inc. and PMC announced a definitive agreement under which Skyworks will acquire PMC for $10.50 per share in an all-cash transaction valued at approximately $2 billion.
• On Oct. 20, PMC announced it received an unsolicited proposal from Microsemi Corporation (NASDAQ: MSCC) to acquire all of the outstanding shares of PMC common stock in a cash and stock transaction. Under the terms of Microsemi’s proposal, PMC stockholders would receive $8.75 in cash and 0.0736 of a share of Microsemi common stock for each share of PMC common stock held at the close of the transaction. Based on the closing stock price of the Microsemi common stock on October 19, 2015, the Microsemi proposal was valued at $11.35 per share of PMC common stock.
• On Oct. 22, PMC announced the META-240G, a multi-rate framer for routers that supports Ethernet and OTN protocols. Extending OTN to the router enables a single management layer between optical transport and routing networks, resulting in lower operating costs and improved service availability for network operators. META-240G provides ultra-low latency OTN encryption for secure cloud connectivity, and it consumes 50 percent less power per port than the previous generation, enabling router line card capacities of 1Tbps and higher.
• On Aug. 18, PMC announced that its Switchtec™ PSX PCIe® Storage Switches would be an industry partner solution in the Intel® Rack Scale Architecture demonstration at the Intel Developer Forum, “Your Datacenter and Software Defined Infrastructure” zone, August 18-20, 2015. The flexibility of PMC’s Switchtec PCIe switching architecture enables spec-compliant dynamic partitioning that is non-disruptive to I/O through an integrated, firmware-defined control plane. This creates a scalable performance storage tier capable of dynamically mapping any drive from a pool of NVMe™ SSDs to any one of multiple servers connected via Switchtec technology.
• On Aug. 12, Derek Dicker, vice president of PMC’s Performance Solutions Group, presented a keynote, “Breaking Down the Barriers to PCIe® Adoption,” at Flash Memory Summit 2015. PMC storage experts also discussed the latest trends in PCIe, NVMe and error correction that are shaping next-generation SSDs in forum sessions during the conference.
• On Aug. 11, PMC and Mellanox® Technologies, Ltd. announced the companies would showcase two breakthrough NVMe™ solutions at Flash Memory Summit, August 12-13, 2015. The companies announced a solution for peer-to-peer transactions between RDMA-capable NICs and NVRAM drives to accelerate critical data center applications by enabling direct memory transactions to persistent memory across a low-latency fabric. PMC and Mellanox also demonstrated NVMe over RDMA leveraging PMC’s Flashtec™ NVRAM Drive’s NVMe interface and Mellanox’s ConnectX-3 Pro network card.
• On Aug. 8, PMC announced the industry’s first PCIe storage switches and the world’s fastest SSD controllers. SSDs designed with PMC’s second-generation Flashtec NVMe Controllers can deliver one million IOPS and greater than 20TB of flash capacity. Systems connecting a pool of these high-performance, low-latency drives require a new class of PCIe switching solutions with robust storage features. PMC Switchtec™ PSX PCIe Storage Switches enable PCIe-SSD-based systems to scale, with the resiliency, programmability and advanced diagnostics needed for mass deployment. Together, Switchtec PCIe storage switches and Flashtec PCIe controllers provide an end-to-end solution to reliably scale the next-generation performance tier of storage.

Safe Harbor Statement

This release contains or refers to forward-looking statements that involve risks and uncertainties. The Company’s SEC filings, including the Company’s most recent reports on Form 10-K and Form 10-Q, describe the risks associated with the Company’s business, including PMC’s limited revenue visibility due to variable customer demands, market segment growth or decline, orders with short delivery lead times, customer concentration, changes in inventory, and other items such as tax rates, foreign exchange rates and volatility in global financial markets. Please also see the Company’s Current Reports on Form 8-K filed on October 6 and October 20, 2015, together with the accompanying exhibits, for important information about the announcements described above regarding Skyworks and Microsemi, including risks and uncertainties regarding the subjects of those announcements.

About PMC

PMC (Nasdaq: PMCS) is the semiconductor and software solutions innovator transforming networks that connect, move and store big data. Building on a track record of technology leadership, the Company is driving innovation across storage, optical and mobile networks. PMC’s highly integrated solutions increase performance and enable next-generation services to accelerate the network transformation. For more information, visit www.pmcs.com. Follow PMC on Facebook, Twitter, LinkedIn and RSS.

© Copyright PMC-Sierra, Inc. 2015. All rights reserved. PMC and PMC-SIERRA are registered trademarks of PMC-Sierra, Inc. in the United States and other countries, PMCS, Flashtec and Switchtec are trademarks of PMC-Sierra, Inc. PMC disclaims any ownership rights in other product and company names mentioned herein. PMC is the corporate brand of PMC-Sierra, Inc.

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

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

CONTACT:
PMC-Sierra, Inc.
Joel Achramowicz, 1-408-239-8630
Director, Investor Relations
[email protected]
or
Kim Mason, 1-604-415-6239
Manager, Corporate Communications
[email protected]

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