UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the |
Date of Report: October 30, 2014
(Date of earliest event reported)
GSI Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
000-33387
(Commission File Number)
77-0398779
(IRS Employer
Identification Number)
1213 Elko Drive, Sunnyvale, California
(Address of principal executive offices)
94089
(Zip Code)
(408) 331-8800
(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:
- o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
- o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
- o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
- o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
- o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
Item 2.02. Results of Operations and Financial Condition On October 30, 2014, GSI Technology, Inc. (the "Company") issued a press release reporting financial results for its second fiscal quarter ended September 30, 2014. A copy of this press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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.
|
|
Dated: October 30, 2014 |
GSI TECHNOLOGY, INC.
By: /s/ Douglas M. Schirle |
|
|
|
| Exhibit No. | Description |
| 99.1 | Press Release of GSI Technology, Inc. dated October 30, 2014 |
Exhibit 99.1
GSI Technology, Inc. Reports Second-Quarter Fiscal 2015 ResultsSUNNYVALE, CA -- (Marketwired - October 30, 2014) - GSI Technology, Inc. (NASDAQ: GSIT) today reported financial results for its second fiscal quarter ended September 30, 2014.
The Company reported a net loss of $(950,000), or $(0.04) per diluted share, on net revenues of $13.3 million for the second quarter of fiscal 2015, compared to net income of $386,000, or $0.01 per diluted share, on net revenues of $15.5 million in the second quarter of fiscal 2014 and a net loss of $(1.5 million), or $(0.05) per diluted share, on net revenues of $12.9 million in the first quarter of fiscal 2015, ended June 30, 2014. Gross margin was 45.7% compared to 47.6% in the prior year period and 45.9% in the preceding first quarter.
Total operating expenses in the second quarter of fiscal 2015 were $7.1 million, down from $7.2 million in the second quarter of fiscal 2014 and $7.4 million in the preceding first quarter. Research and development expenses were $2.9 million, down from $3.0 million in the prior year period and down from $3.1 million in the preceding quarter. Selling, general and administrative expenses, which include litigation-related expenses, were flat year-over-year at $4.2 million, and down slightly sequentially from $4.3 million in the preceding quarter.
Litigation-related expenses in the second quarter of fiscal 2015 were $1.5 million, down from $1.8 million in the previous quarter and $1.7 million in the same period a year ago. The litigation-related expenses again were primarily associated with pending patent infringement and antitrust litigation involving Cypress Semiconductor.
Lee-Lean Shu, Chairman and Chief Executive Officer, noted, "Our net revenues came in toward the higher end of the guidance that we had projected earlier in the second quarter and reflected continued slowness in the telecommunications and networking markets and continued weak sales in Asia. Second quarter gross margin remained strong at 45.7%, above our earlier estimate and well above our operating model, due to a favorable mix of higher margin products. As expected, we continued to incur substantial litigation-related expenses during the quarter, resulting in a net loss for the quarter, as our pending patent infringement litigation and antitrust lawsuit against Cypress continued. We continue to lead the SRAM segment with our innovative products, and we look forward to continued expansion into the low-latency DRAM space. Several key customers are continuing their evaluation of these products, and we expect shipment volumes to increase over the next several quarters as these key customers complete their evaluation and qualification processes."
Sales to Alcatel-Lucent were $3.2 million, or 24.0% of net revenues, during the second quarter, compared to $3.2 million, or 24.6% of net revenues, in the prior quarter and $3.2 million, or 20.4% of net revenues, in the same period a year ago. Second-quarter direct and indirect sales to Cisco Systems were $1.9 million, or 14.2% of net revenues, compared to $1.8 million, or 14.3% of net revenues, in the prior quarter, and $3.4 million, or 22.2% of net revenues, in the same period a year ago. Military/defense sales were 21.6% of shipments compared to 15.2% of shipments in the prior quarter and 12.3% of shipments in the comparable period a year ago. SigmaQuad sales were 38.1% of shipments compared to 43.0% in the prior quarter and 42.3% in the second quarter of fiscal 2014.
Second-quarter fiscal 2015 operating loss was $(1.0 million), compared to an operating loss of $(1.5 million) in the prior quarter and operating income of $241,000 a year ago. The second-quarter fiscal 2015 net loss included interest and other income of $112,000 and a tax provision of $21,000, compared to $85,000 in interest and other income and a tax benefit of $60,000 a year ago; in the preceding quarter, net loss included interest and other income of $71,000 and a tax provision of $48,000.
Total second-quarter pre-tax stock-based compensation expense was $571,000 compared to $573,000 in the prior quarter and $563,000 in the comparable quarter a year ago.
At September 30, 2014, the Company had $62.7 million in cash, cash equivalents and short-term investments, $19.0 million in long-term investments, $74.2 million in working capital, no debt, and stockholders' equity of $101.3 million. The reduction in the Company's balance of cash, cash equivalents and short-term investments from $84.0 million at June 30, 2014 was the result of the repurchase of shares of its common stock for $25.0 million in a modified "Dutch auction" tender offer completed in August 2014.
Outlook for Third Quarter of Fiscal 2015
We currently expect net revenues in the third quarter of fiscal 2015 to be in the range of $13.2 million to $14.2 million, with gross margin of approximately 43% to 45%.
Conference Call
GSI Technology will review its financial results for the quarter ended September 30, 2014 and discuss its current business outlook during a conference call at 1:30 p.m. Pacific (4:30 p.m. Eastern) today, October 30, 2014. To listen to the teleconference, please call toll-free 888-364-3108 approximately 10 minutes prior to the above start time and provide Conference ID 6096932. You may also listen to the teleconference live via the Internet at www.gsitechnology.com, where it will be archived.
About GSI Technology
Founded in 1995, GSI Technology, Inc. is a leading provider of high-performance static random access memory, or SRAM, products primarily incorporated in networking and telecommunications equipment. Headquartered in Sunnyvale, California, GSI Technology is ISO 9001 certified and has worldwide factory and sales locations. For more information, please visit www.gsitechnology.com.
Forward-Looking Statements
The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding GSI Technology's expectations, beliefs, intentions, or strategies regarding the future. All forward-looking statements included in this press release are based upon information available to GSI Technology as of the date hereof, and GSI Technology assumes no obligation to update any such forward-looking statements. Forward-looking statements involve a variety of risks and uncertainties, which could cause actual results to differ materially from those projected. These risks include those associated with fluctuations in GSI Technology's operating results; GSI Technology's historical dependence on sales to a limited number of customers and fluctuations in the mix of customers and products in any period; the rapidly evolving markets for GSI Technology's products and uncertainty regarding the development of these markets; the need to develop and introduce new products to offset the historical decline in the average unit selling price of GSI Technology's products; the challenges of rapid growth followed by periods of contraction; intensive competition; the patent infringement litigation currently pending against the Company; and the substantial litigation-related expenses associated with the defense of that litigation and the prosecution of other litigation in which the Company is involved, which fluctuate significantly from quarter to quarter. Further information regarding these and other risks relating to GSI Technology's business is contained in the Company's filings with the Securities and Exchange Commission, including those factors discussed under the caption "Risk Factors" in such filings.
GSI TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
Three Months Ended Six Months Ended
---------------------------- ------------------
Sept. Sept. Sept. Sept.
30, June 30, 30, 30, 30,
2014 2014 2013 2014 2013
-------- -------- -------- -------- --------
Net revenues $ 13,263 $ 12,945 $ 15,542 $ 26,208 $ 31,954
Cost of goods sold 7,202 7,006 8,140 14,208 17,086
-------- -------- -------- -------- --------
Gross profit 6,061 5,939 7,402 12,000 14,868
-------- -------- -------- -------- --------
Operating expenses:
Research & development 2,946 3,073 2,951 6,019 5,948
Selling, general and
administrative 4,156 4,335 4,210 8,491 9,220
-------- -------- -------- -------- --------
Total operating
expenses 7,102 7,408 7,161 14,510 15,168
-------- -------- -------- -------- --------
Operating income (loss) (1,041) (1,469) 241 (2,510) (300)
Interest and other income,
net 112 71 85 183 196
-------- -------- -------- -------- --------
Income (loss) before
income taxes (929) (1,398) 326 (2,327) (104)
Provision (benefit) for
income taxes 21 48 (60) 69 (49)
-------- -------- -------- -------- --------
Net income (loss) $ (950) $ (1,446) $ 386 $ (2,396) $ (55)
======== ======== ======== ======== ========
Net income (loss) per
share, basic $ (0.04) $ (0.05) $ 0.01 $ (0.09) $ -
Net income (loss) per
share, diluted $ (0.04) $ (0.05) $ 0.01 $ (0.09) $ -
Weighted-average shares
used in computing per
share amounts:
Basic 25,540 27,495 27,631 26,512 27,407
Diluted 25,540 27,495 28,975 26,512 27,407
Stock-based compensation included in the Condensed Consolidated Statements
of Operations:
Three Months Ended Six Months Ended
---------------------------- ------------------
Sept. Sept. Sept. Sept.
30, June 30, 30, 30, 30,
2014 2014 2013 2014 2013
-------- -------- -------- -------- --------
Cost of goods sold $ 104 $ 99 $ 102 $ 204 $ 196
Research & development 248 242 232 489 490
Selling, general and
administrative 219 232 229 451 442
-------- -------- -------- -------- --------
$ 571 $ 573 $ 563 $ 1,144 $ 1,128
======== ======== ======== ======== ========
Litigation related expenses included in the Condensed
Consolidated Statements of Operations:
Three Months Ended Six Months Ended
---------------------------- ------------------
Sept. Sept. Sept. Sept.
30, June 30, 30, 30, 30,
2014 2014 2013 2014 2013
-------- -------- -------- -------- --------
Selling, general and
administrative $ 1,503 $ 1,760 $ 1,727 $ 3,263 $ 3,990
GSI TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
Sept. 30, March 31,
2014 2014
---------- ----------
Cash and cash equivalents $ 34,760 $ 41,520
Short-term investments 27,971 39,412
Accounts receivable 7,830 8,238
Inventory 9,240 8,185
Other current assets 5,471 5,152
Net property and equipment 9,006 9,683
Long-term investments 19,011 28,819
Other assets 594 668
---------- ----------
Total assets $ 113,883 $ 141,677
========== ==========
Current liabilities $ 11,068 $ 11,837
Long-term liabilities 1,492 1,462
Stockholders' equity 101,323 128,378
---------- ----------
Total liabilities and stockholders' equity $ 113,883 $ 141,677
========== ==========
GSI Technology, Inc. Douglas M. Schirle Chief Financial Officer 408-331-9802 Hayden IR David Fore or Brett Maas 206-395-2711