Exhibit 99.1 PMC-Sierra Reports Fourth Quarter and Fiscal 2004 Results; 2004 net revenues increase 19%; non-GAAP net income increases $39m SANTA CLARA, Calif.--(BUSINESS WIRE)--Jan. 27, 2005--PMC-Sierra, Inc. (Nasdaq:PMCS): -- Q4 Net Revenues: $61.8 million -- Q4 Non-GAAP Net Income: $1.9 million or $0.01 per share (diluted) -- Q4 GAAP Net Income: $13.1 million or $0.07 per share (diluted) PMC-Sierra, Inc. (Nasdaq:PMCS), a leading provider of high-speed broadband communications and storage semiconductors and MIPS-Powered microprocessors, today reported results for the fourth quarter and year ended December 26, 2004. Net revenues in the fourth quarter of 2004 were $61.8 million compared with $71.2 million for the third quarter of 2004 and $70.6 million for the same period a year ago. This represented a decrease in revenues of 13 percent sequentially and 12 percent on a year-over-year basis. Net income in the fourth quarter of 2004 on a non-GAAP basis was $1.9 million (non-GAAP diluted earnings per share of $0.01) compared with non-GAAP net income of $6.9 million (non-GAAP diluted earnings per share of $0.04) in the third quarter of 2004. GAAP net income in the fourth quarter of 2004 was $13.1 million (GAAP diluted earnings per share of $0.07). This compares to GAAP net income of $6.3 million in the third quarter of 2004 (GAAP diluted earnings per share of $0.03). For the year ended December 26, 2004, net revenues increased 19 percent to $297.4 million compared with $249.5 million for the year ended December 28, 2003. Non-GAAP net income in 2004 was $34.5 million (non-GAAP diluted net income per share of $0.18) compared with non-GAAP net loss of $4.0 million (non-GAAP diluted net loss per share of $0.02) the prior year. GAAP net income in 2004 was $51.7 million (GAAP diluted net income per share of $0.27) compared with the prior year's GAAP net loss of $8.0 million (GAAP diluted net loss per share of $0.05). For a full reconciliation of GAAP net income (loss) to non-GAAP net income (loss), please refer to the supplemental schedule on page 7 of this release. The Company believes the additional non-GAAP measures provided are useful to investors for the performance of financial analysis. Management uses the non-GAAP measures internally to evaluate its in-period operating performance and 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. "We believe that our revenues stabilized in the fourth quarter and industry conditions are improving," said Bob Bailey, president and chief executive officer of PMC-Sierra. "Meanwhile, our new products in Metro Transport, Storage Systems and Voice-over-IP are generating pre-production revenues, giving us confidence that our customers' next-generation systems are moving towards production." On January 18, 2005, PMC-Sierra announced it had completed the redemption of the remaining balance of its outstanding 3.75% Convertible Subordinated Notes due August 15, 2006. Approximately $68.1 million aggregate principal amount of the Notes was redeemed for a total of approximately $70.2 million in cash, which included approximately $1.1 million in accrued interest. New products and company announcements in Q4 2004 include the following: -- Storage Management Controller -- we introduced a Storage Management Controller to provide customers with a complete storage enclosure architecture for 4G Fibre Channel Storage Area Networks and Network-Attached Storage systems. The Storage Management Controller joins our CTS 20x4G, CTS 18x4G and CTS 4x4G Fibre Channel loop switch product family to provide a complete hardware and firmware reference design. -- Multi-Service Processors for VoIP -- we introduced a group of highly integrated MIPS-Powered System-on-a-Chip processors for VoIP-enabled broadband customer premises equipment. The Multi Service Processor family -- including the MSP2015, MSP2020, MSP4000, and MSP5000 -- provides PSTN-quality VoIP capabilities to residential and SOHO broadband gateways, analog telephone adapters and small enterprise-class IP-based PBXs. -- Wideband Cross-Connect -- we introduced the WSE 20 Wideband Cross-Connect that provides scalable, cost-effective grooming solutions for Add-Drop Multiplexers, Digital Cross-connect Systems and Multi-Service Provisioning Platforms. Operating in conjunction with our WSE 40 device, the WSE 20 can be used to efficiently implement the first and third stages of a high capacity multi-stage switch. -- Interoperability of maxSAS Storage products -- we announced the successful interoperability of our maxSAS expander product family with multiple SAS server, storage enclosure and controller vendors at a recent SAS Plugfest in November 2004 at the University of New Hampshire InterOperability Laboratory. Fourth Quarter 2004 Conference Call Management will review the fourth quarter 2004 results and provide outlook for the first quarter of 2005 during a conference call at 1:30 pm Pacific Time/4:30 pm Eastern Time on January 27, 2005. To listen to the call, investors can access an audio webcast of the conference call on the Financial Events and Calendar section at http://investor.pmc-sierra.com/. A replay of this webcast will be posted and available two hours after the conference call has been completed. To listen to the conference call live by telephone, please dial 719-457-2657 approximately ten minutes before the start time. A telephone replay will be available 15 minutes after the completion of the call and can be accessed by dialing 719-457-0820 (replay access code is 408265). A replay of the webcast will be available for five business days. First Quarter 2005 Conference Call PMC-Sierra is planning on releasing its results for the first quarter of 2005 on April 21, 2005. A conference call will be held on the day of the release to review the quarter and provide an outlook for the second quarter of 2005. Safe Harbor Statement PMC-Sierra's forward-looking statements about revenues, improving industry conditions and production of next-generation systems using PMC's new devices are subject to risks and uncertainties. PMC's future revenues depend on factors that vary unpredictably, including demand for customers' systems, inventories of PMC's products held by customers and their contract manufacturers, and customer production schedules. Industry conditions depend on several factors, including global economic conditions and expenditures on telecommunications and enterprise equipment, particularly in North America and China. Pre-production product purchases may not result in commercial shipments of PMC's new devices. Furthermore, the timing of the commercial production of our customers' equipment is uncertain. The Company's SEC filings describe more fully the risks associated with market trends and sales of new products. The Company does not undertake any obligation to update its forward-looking statements. About PMC-Sierra PMC-Sierra(TM) is a leading provider of high speed broadband communications semiconductors and MIPS-Powered(TM) processors for enterprise, access, metro, storage, wireless infrastructure and advanced consumer electronics equipment. The company is publicly traded on the NASDAQ Stock Market under the PMCS symbol and is included in the S&P 500 Index. For more information, visit www.pmc-sierra.com. (C)Copyright PMC-Sierra, Inc. 2005. All rights reserved. maxSAS, Multi-Service Processor, PMC, PMCS, PMC-Sierra and "Thinking You can Build On" are trademarks of PMC-Sierra, Inc. All other trademarks are the property of the respective owners. PMC-Sierra, Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except for per share amounts) Three Months Ended -------------------------------- (unaudited) Dec 26, Sep 26, Dec 28, 2004 2004 2003 Net revenues Networking $ 61,847 $ 71,173 $ 69,851 Non-networking - - 768 ---------- ---------- ---------- Total 61,847 71,173 70,619 Cost of revenues 18,918 21,024 22,821 ---------- ---------- ---------- Gross profit 42,929 50,149 47,798 Other costs and expenses: Research and development 30,833 30,168 28,593 Marketing, general and administrative 9,859 12,148 9,176 Amortization of deferred stock compensation: Research and development - - - Marketing, general and administrative - - 270 Acquisition costs - 1,212 - Restructuring costs 3,520 - 2,503 ---------- ---------- ---------- Income (loss) from operations (1,283) 6,621 7,256 Other income: Interest income, net 1,529 1,319 451 Foreign exchange gain (loss) (1,380) 98 (1,035) Gain (loss) on extinguishment of debt and amortization of debt issue costs (97) (97) (249) Gain on sale of investments - 655 85 ---------- ---------- ---------- Income (loss) before provision for income taxes (1,231) 8,596 6,508 Provision for (recovery of) income taxes (14,348) 2,288 (3,017) ---------- ---------- ---------- Net income (loss) $ 13,117 $ 6,308 $ 9,525 ========== ========== ========== Net income (loss) per common share - basic $ 0.07 $ 0.03 $ 0.05 Net income (loss) per common share - diluted $ 0.07 $ 0.03 $ 0.05 Shares used in per share calculation - basic 181,209 180,280 176,464 Shares used in per share calculation - diluted 188,607 187,968 190,694 Certain prior year amounts have been reclassified in order to conform to the 2004 presentation. PMC-Sierra, Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except for per share amounts) Twelve Months Ended ---------------------- Dec 26, Dec 28, 2004 2003 Net revenues Networking $ 297,383 $ 247,947 Non-networking - 1,536 ----------- ----------- Total 297,383 249,483 Cost of revenues 87,542 87,875 ----------- ----------- Gross profit 209,841 161,608 Other costs and expenses: Research and development 120,492 119,473 Marketing, general and administrative 46,135 45,974 Amortization of deferred stock compensation: Research and development - 317 Marketing, general and administrative 697 691 Acquisition costs 1,212 - Restructuring costs 3,520 15,314 ----------- ----------- Income (loss) from operations 37,785 (20,161) Other income: Interest income, net 4,859 1,709 Foreign exchange gain (loss) (1,295) (954) Gain (loss) on extinguishment of debt and amortization of debt issue costs (2,233) 287 Gain on sale of investments 9,242 2,416 ----------- ----------- Income (loss) before provision for income taxes 48,358 (16,703) Provision for (recovery of) income taxes (3,323) (8,712) ----------- ----------- Net income (loss) $ 51,681 $ (7,991) =========== =========== Net income (loss) per common share - basic $ 0.29 $ (0.05) Net income (loss) per common share - diluted $ 0.27 $ (0.05) Shares used in per share calculation - basic 180,353 173,568 Shares used in per share calculation - diluted 188,903 173,568 Certain prior year amounts have been reclassified in order to conform to the 2004 presentation. As a supplement to the Company's consolidated financial statements presented on a generally accepted accounting principles (GAAP) basis, the Company provides additional non-GAAP measures for net income (loss) and net income (loss) per share in its press release. 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. PMC-Sierra, Inc. Reconciliation of GAAP net income (loss) to Non-GAAP net income (loss) (in thousands) (unaudited) Three Months Ended ------------------------------ Dec 26, Sep 26, Dec 28, 2004 (1) 2004 (2) 2003 (3) GAAP net income (loss) $ 13,117 $ 6,308 $ 9,525 Amortization of deferred stock compensation - - 270 Reversal of provision for excess inventory resulting from the sale of inventory that was previously provided for - - - Acquisition costs - 1,212 - Restructuring costs 3,520 - 2,503 Elimination of provision (1,300) - (1,750) (Gain) loss on extinguishment of debt - - - Gain on sale of property and investments (net) - (655) (192) Recovery of prior year income taxes (5,095) - (4,377) Canada Revenue Agency assessments of prior years' taxes (9,355) - - Foreign exchange loss on Canadian taxes 1,545 - 860 Income tax effect of above items (531) - (936) ---------- --------- --------- Non-GAAP net income (loss) $ 1,901 $ 6,865 $ 5,903 ========== ========= ========= Non-GAAP net income (loss) per share - diluted $ 0.01 $ 0.04 $ 0.03 Shares used to calculate non-GAAP net income (loss) per share - diluted 188,607 187,968 190,694 Non-GAAP adjustments The above amounts have been adjusted to eliminate the following: (1) $3.5 million net charge for additional excess facilities costs related to our 2001 and 2003 restructurings, $1.3 million elimination of a provision for potential employee-related taxes, $5.1 million recovery of prior year taxes, $9.4 million tax recovery based on agreements and assessments with Canada Revenue Agency, $1.5 million foreign exchange loss on Canadian taxes and $0.5 million income tax effect related to these non-GAAP adjustments. (2) $1.2 million acquisition costs related to a purchase of assets and $0.7 million gain on sales of investments. (3) $0.3 million amortization of deferred stock compensation, $2.5 million net charge for restructuring costs, $1.8 million elimination of a provision for potential litigation costs, $0.2 million gain on sale of property and investments, $4.4 million additional recovery of prior year income taxes, $0.9 million foreign exchange loss on Canadian taxes and $0.9 million income tax effect related to these non-GAAP adjustments. The restructuring charge is comprised of $3.2 million additional excess facilities costs and the reversal of $0.7 million excess accrual for workforce reduction costs related to our January 2003 restructuring plan. PMC-Sierra, Inc. Reconciliation of GAAP net income (loss) to Non-GAAP net income (loss) (in thousands) (unaudited) Twelve Months Ended ---------------------- Dec 26, Dec 28, 2004 (4) 2003 (5) GAAP net income (loss) $ 51,681 $ (7,991) Amortization of deferred stock compensation 697 1,008 Reversal of provision for excess inventory resulting from the sale of inventory that was previously provided for (651) - Acquisition costs 1,212 - Restructuring costs 3,520 15,314 Elimination of provision (1,300) (1,750) (Gain) loss on extinguishment of debt 1,845 (1,700) Gain on sale of property and investments (net) (9,242) (2,523) Recovery of prior year income taxes (5,095) (4,377) Canada Revenue Agency assessments of prior years' taxes (9,355) - Foreign exchange loss on Canadian taxes 1,545 860 Income tax effect of above items (368) (2,796) ----------- ---------- Non-GAAP net income (loss) $34,489 $ (3,955) =========== ========== Non-GAAP net income (loss) per share - diluted $ 0.18 $ (0.02) Shares used to calculate non-GAAP net income (loss) per share - diluted 188,903 173,568 Non-GAAP adjustments The above amounts have been adjusted to eliminate the following: (4) $0.7 million amortization of deferred stock compensation, $0.7 million reversal of a provision for excess inventory resulting from the sale of inventory that was previously provided for, $1.2 million acquisition costs relating to a purchase of assets, $3.5 million net charge for additional excess facilities costs related to our 2001 and 2003 restructurings, $1.3 million elimination of a provision for employee-related taxes, $1.8 million loss on extinguishment of debt, $9.2 million gain on sale of investments, $5.1 million recovery of prior year taxes, $9.4 million tax recovery based on agreements and assessments with Canada Revenue Agency, $1.5 million foreign exchange loss on Canadian taxes and $0.4 million income tax effect related to these non-GAAP adjustments. (5) $1.0 million amortization of deferred stock compensation, $15.3 million net charge for restructuring costs, $1.8 million elimination of a provision for potential litigation costs, $2.5 million gain on sale of property and investments, $1.7 million gain on extinguishment of debt, $4.4 million additional receipt of prior year income taxes, $0.9 million foreign exchange loss on Canadian taxes and $2.8 million income tax effect related to these non-GAAP adjustments. The $15.3 million net charge for restructuring is comprised of $7.2 million for workforce reduction, $11.9 million for excess facilities, $1.4 million for asset impairments, $4.5 million reversal of excess facilities costs related to our October 2001 restructuring and $0.7 million reversal of excess workforce reduction costs related to our January 2003 restructuring plan. The $2.5 million net gain on sale of property and investments is comprised of a $5.9 million net gain on sale of investment, a $3.5 million charge for impairment of other investments and $0.1 million gain on sale of property. PMC-Sierra, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited) Dec 26, Dec 28, 2004 2003 ASSETS: Current assets: Cash and short-term investments (1) $ 274,686 $ 411,928 Accounts receivable, net 19,931 21,645 Inventories, net 15,823 18,275 Prepaid expenses and other current assets 17,042 12,547 ----------- ----------- Total current assets 327,482 464,395 Investment in bonds and notes (1) 139,111 41,569 Other investments and assets 4,565 11,336 Property and equipment, net 16,177 20,750 Goodwill and other intangible assets, net 12,910 8,127 Deposits for wafer fabrication capacity 6,779 6,779 ----------- ----------- $ 507,024 $ 552,956 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY: Current liabilities: Accounts payable $ 16,598 $ 27,356 Accrued liabilities 40,195 50,240 Income taxes payable 28,931 37,222 Accrued restructuring costs 13,735 16,413 Deferred income 7,646 15,720 Current portion of long-term debt 68,071 - ----------- ----------- Total current liabilities 175,176 146,951 3.75% Convertible subordinated notes due August 15, 2006 - 175,000 Deferred taxes and other tax liabilities 28,077 189 PMC special shares convertible into 2,897 (2003 - 2,921) shares of common stock 4,434 4,519 Stockholders' equity Capital stock and additional paid in capital 893,704 870,857 Accumulated other comprehensive income 350 1,838 Accumulated deficit (594,717) (646,398) ----------- ----------- Total stockholders' equity 299,337 226,297 ----------- ----------- $ 507,024 $ 552,956 =========== =========== (1) Total cash and marketable investments, current and non-current, comprised of Cash and short-term investments plus Investments in bonds and notes, totaled $413.8 million and $453.5 million at December 26, 2004 and December 28, 2003, respectively. Certain prior year amounts have been reclassified in order to conform to the 2004 presentation. PMC-Sierra, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Twelve Months Ended --------------------- Dec 26, Dec 28, 2004 2003 Cash flows from operating activities: Net income (loss) $ 51,681 $ (7,991) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 16,518 29,361 Deferred income taxes - 1,131 Loss on disposal of property and equipment - 232 Impairment of goodwill and purchased intangible assets 175 - Impairment of other investments - 3,500 Noncash restructuring costs - 1,490 Loss (gain) on extinguishment of debt 1,845 (1,700) Gain on sale of investments and other assets (9,242) (5,903) Reversal of write-down of excess inventory (651) - Changes in operating assets and liabilities: Accounts receivable 1,714 (5,024) Inventories 3,103 8,145 Prepaid expenses and other current assets (3,831) 4,511 Accounts payable and accrued liabilities (13,651) 1,629 Income taxes payable 20,147 14,618 Accrued restructuring costs (2,531) (113,061) Deferred income (8,074) (2,262) ---------- ---------- Net cash provided by (used in) operating activities 57,203 (71,324) ---------- ---------- Cash flows from investing activities: Purchases of short-term held-to-maturity investments - (16,538) Purchases of short-term available-for-sale investments (8,525) (54,701) Proceeds from sales and maturities of short-term held-to-maturity investments - 120,459 Proceeds from sales and maturities of short-term available-for-sale investments 14,067 170,258 Purchases of long-term held-to-maturity investments in bonds and notes - (95,874) Purchases of long-term available-for-sale investments in bonds and notes (191,980) - Proceeds from sales and maturities of long-term held-to-maturity investments in bonds and notes - 189,973 Proceeds from sales and maturities of long-term available-for-sale investments in bonds and notes 126,087 16,268 Purchases of investments and other assets (6,074) (4,912) Proceeds from sale of investments and other assets 20,067 8,539 Proceeds from refund of wafer fabrication deposits - 15,213 Purchases of property and equipment (9,922) (11,651) Proceeds from sale of property - 14,225 Purchase of intangible assets (5,921) (225) ---------- ---------- Net cash provided by (used in) investing activities (62,201) 351,034 ---------- ---------- Cash flows from financing activities: Repurchase of convertible subordinated notes (106,929) (96,680) Proceeds from issuance of common stock 14,640 33,948 ---------- ---------- Net cash used in financing activities (92,289) (62,732) ---------- ---------- Net increase (decrease) in cash and cash equivalents (97,287) 216,978 Cash and cash equivalents, beginning of the period 292,811 75,833 ---------- ---------- Cash and cash equivalents, end of the period $ 195,524 $ 292,811 ========== ========== CONTACT: PMC-Sierra Contacts: Alan Krock, 408-988-1204 or David Climie, 408-988-8276 (Investor Relations) or Susan Kirk, 408-988-8515 (Corp. Communications)