Company Overview
| Company Name |
PEREGRINE SEMICONDUCTOR CORP |
| Company Address |
9380 CARROLL PARK DRIVE SAN DIEGO, CA 92121 |
| Company Phone |
858-731-9400 |
| Company Website |
www.psemi.com |
| CEO |
James S. Cable |
| Employees (as of 6/30/2012) |
340 |
| State of Inc |
DE |
| Fiscal Year End |
12/29 |
| Status |
Priced (8/8/2012) |
| Proposed Symbol |
PSMI |
| Exchange |
Nasdaq National Market |
| Share Price |
$14.00 |
| Shares Offered |
5,500,000 |
| Offer Amount |
$77,000,000.00 |
| Total Expenses |
$4,222,798.00 |
| Shares Over Alloted |
0 |
| Shareholder Shares Offered |
159,220 |
| Shares Outstanding |
30,570,081 |
| Lockup Period (days) |
180 |
| Lockup Expiration |
2/4/2013 |
| Quiet Period Expiration |
9/17/2012 |
| CIK |
0000880177 |
We estimate that our net proceeds from the sale of the common stock that we
are offering will be approximately $68.5 million, after deducting
underwriting discounts and commissions and estimated offering expenses
payable by us. If the underwriters’ option to purchase additional shares in
this offering is exercised in full, we estimate that our net proceeds will
be approximately $79.2 million. We will not receive any proceeds from the
sale of shares of common stock by the selling stockholders. In connection
with our initial public offering, eight employees are exercising options
and selling a total of 159,220 shares issued upon exercise of these options.
All of the options that are being exercised would otherwise expire during
the 180-day lock-up period, when the holders would not be able to sell the
shares, and therefore these holders are exercising these options and we are
allowing them to sell these shares in our initial public offering.
We intend to use the net proceeds to us from this offering for working
capital and other general corporate purposes. While we have not allocated
the net proceeds of this offering to specified general corporate purposes,
we may utilize such proceeds by allocating them amongst the following
categories: finance our growth; develop new products; assert and defend our
intellectual property rights; and fund capital expenditures. In addition,
we may choose to repay our loan facility with Silicon Valley Bank or expand
our current business through acquisitions of other businesses, products, or
technologies. However, we do not have agreements or commitments for any
specific acquisitions at this time. Our loan facility with Silicon Valley
Bank provides us with a revolving line of credit and also an equipment line.
The revolving line of credit has a maturity date of December 30, 2014, and
carries an annual interest rate equal to the prime rate plus 0.50%, subject
to an interest rate floor of 3.75% and an interest rate ceiling of 7.50%.
The equipment line is available until December 31, 2012 and has a maturity
date of 36 months from the date of each draw. The equipment line carries an
annual interest rate equal to 4.75%.
The expected use of net proceeds of this offering represents our current
intentions based upon our present plans and business conditions. The amounts
we actually expend in these areas may vary significantly from our current
intentions and will depend upon a number of factors, including future sales
growth, success of our engineering efforts, cash generated from future
operations, if any, and actual expenses to operate our business. As of the
date of this prospectus, we cannot specify with certainty all of the
particular uses for the net proceeds to be received upon the closing of
this offering. Accordingly, our management will have broad discretion in
the application of the net proceeds, and investors will be relying on the
judgment of our management regarding the application of the net proceeds
of this offering.
Pending use of proceeds from this offering, we intend to invest the proceeds
in a variety of capital preservation investments, including short-term,
investment-grade, interest-bearing instruments.
The design, development, marketing and sale of high performance RFICs to the
aerospace and defense, broadband, industrial, mobile wireless device, test
and measurement equipment, and wireless infrastructure markets are intensely
competitive and characterized by rapid technological change, evolving
standards, varying product life cycles, and pricing pressures. We expect
competition to intensify as competitors expand their product offerings and
as new competitors enter the market. We believe that high performance RFIC
providers compete principally on product capabilities, levels of integration,
innovation, reliability, price, time-to-market, overall system cost,
intellectual property, customer support, reliability of supply, and
reputation. We believe we compete favorably with respect to these
factors.
We compete with a number of large domestic and international suppliers of
RFICs in our target markets. We currently compete in the mobile wireless
device and wireless infrastructure markets with Avago, Hittite, M/A-COM,
NEC, Renesas, RFMD, Skyworks, Sony, Texas Instruments, Toshiba, TriQuint
Semiconductor, and others. In the broadband, test and measurement equipment,
and industrial markets, we principally compete with Hittite, Intersil,
M/A-COM, Renesas, Skyworks, and others. Our principal competitors in the
aerospace and defense markets include Analog Devices, Hittite, M/A-COM,
and others. We also expect that in the future we may face competition from
suppliers of RFICs based on new or emerging technologies.
Although we have a long operating history, many of our current and potential
competitors may have better name recognition, access to a larger customer
base and significantly greater financial, sales and marketing, manufacturing,
distribution, technical, and other resources than us. As a result, those
companies may be able to respond more quickly to changing customer demands
or devote greater resources to the development, promotion, and sale of their
RFICs than we can.
Company Description
We are a fabless provider of high performance radio frequency integrated
circuits, or RFICs. Our solutions leverage our proprietary UltraCMOS®
technology, which enables the design, manufacture, and integration of
multiple radio frequency, or RF, mixed signal, and digital functions on
a single
chip. We believe our products deliver an industry leading
combination of performance and monolithic integration. Our solutions target
a broad range of applications in the aerospace and defense, broadband,
industrial, mobile wireless device, test and measurement equipment, and
wireless infrastructure markets. We have shipped over one billion RFICs
based on our UltraCMOS technology since January 1, 2006.
Our UltraCMOS technology combines the ability to achieve the high levels
of performance of traditional specialty processes, with the fundamental
benefits of standard complementary metal oxide semiconductor, or CMOS, the
most widely used semiconductor process technology. UltraCMOS technology
utilizes a synthetic sapphire substrate, a near-perfect electrical
insulator, providing greatly reduced unwanted electrical interaction
between the RFIC and the substrate (referred to as parasitic capacitance),
which enables high signal isolation and excellent signal fidelity with low
distortion over a broad frequency range (referred to as broadband linearity).
These two technical attributes result in RF devices with excellent
high-frequency performance and power handling performance, and reduced
crosstalk between frequencies. In addition, increased broadband linearity
provides for faster data throughput and greater subscriber capacity over
a wireless network, resulting in enhanced network efficiency. UltraCMOS
technology also provides the benefits of standard CMOS, such as high levels
of integration, low power consumption, reusable circuit libraries, widely
available design tools and outsourced manufacturing capacity, and the
ability to scale to smaller geometries. We own fundamental intellectual
property, or IP, in UltraCMOS technology consisting of more than 125 U.S.
and international issued and pending patents, and over 300 documented trade
secrets covering basic circuit elements, RF circuit designs, manufacturing
processes, and design know-how.
We leverage our extensive RF design expertise and systems knowledge to
develop RFIC solutions that meet the stringent performance, integration,
and reliability requirements of the rapidly evolving wireless markets.
As of June 30, 2012, we offer a broad portfolio of more than 160 high
performance RFICs including switches, digital attenuators, mixers /
upconverters, prescalers, digitally tunable capacitors, or DTCs, and DC-DC
converters, and we are currently developing power amplifiers, or PAs.
During the year ended December 31, 2011, our products were sold to more
than 1,500 module manufacturers, original equipment manufacturers, or OEMs,
contract manufacturers, and other customers, including such companies as
Ericsson AB, Flextronics International Ltd., Hitachi Metals, Ltd., Itron,
Inc., Jabil Circuit Inc., LG Innotek Co., Ltd., Mini-Circuits, Inc.,
Motorola Solutions, Inc., Murata Manufacturing Company, Ltd., Northrop
Grumman Corporation, Planet Technology Corp., Rockwell Collins, Inc.,
Rohde & Schwarz, Inc., SIPAT Co., Ltd., Skyworks Solutions, Inc., Sony
Corporation, Source Photonics, Inc., TDK-EPC Corporation, Thales Alenia
Space, and TriQuint Semiconductor, Inc. We believe our RFICs are included
in products sold by many of the leading mobile handset OEMs. For the years
ended December 25, 2010 and December 31, 2011, we generated net revenue of
$91.1 million and $107.8 million, respectively, representing year-over-year
growth of 18%. We generated net income of $3.8 million for the year ended
December 25, 2010 and a net loss of $9.7 million for the year ended
December 31, 2011. We recorded net revenue of $80.3 million and a net loss
of $3.1 million for the six months ended June 30, 2012. As of June 30, 2012,
we had an accumulated deficit of $231.3 million.
----------
We were incorporated in Delaware in February 1990 and founded by Mark
Burgener, Rory Moore, and Ron Reedy. Our principal executive offices are
located at 9380 Carroll Park Drive, San Diego, California 92121. Our
telephone number is (858) 731-9400. Our website address is www.psemi.com.