-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DiMZmP4pHJmmFx8HJYEbgU91ZpQmqatGALgTCDaBAQrQDNpNhxeyt89npCUY10RF oiqeJ8dsM3byeVDBbqp2gg== 0001157523-08-000686.txt : 20080130 0001157523-08-000686.hdr.sgml : 20080130 20080130160912 ACCESSION NUMBER: 0001157523-08-000686 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080130 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080130 DATE AS OF CHANGE: 20080130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRAGE LOGIC CORP CENTRAL INDEX KEY: 0001050776 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770416232 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31089 FILM NUMBER: 08561346 BUSINESS ADDRESS: STREET 1: 47100 BAYSIDE PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5103608000 MAIL ADDRESS: STREET 1: 47100 BAYSIDE PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 8-K 1 a5598192.htm VIRAGE LOGIC CORPORATION 8-K

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

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)

January 30, 2008

VIRAGE LOGIC CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	000-31089	77-0416232
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

47100 Bayside Parkway, Fremont, California		94538
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code	(510) 360-8000


(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))

Item 2.02 Results of Operations and Financial Condition.

On January 30, 2008, Virage Logic Corporation issued a press release announcing its financial results for the first quarter fiscal year 2008.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, January 30, 2008, entitled "Virage Logic Reports First Quarter Fiscal Year 2008 Results."

SIGNATURES

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.

		VIRAGE LOGIC CORPORATION


Date:	January 30, 2008	By:	/s/ Christine Russell
			Ms. Christine Russell
			Chief Financial Officer

EX-99.1 2 a5598192ex991.htm EXHIBIT 99.1

Exhibit 99.1

Virage Logic Reports First Quarter Fiscal Year 2008 Results

Revenue of $14.1 Million Increases 7% over Prior Quarter

FREMONT, Calif.--(BUSINESS WIRE)--Virage Logic Corporation (NASDAQ:VIRL), the semiconductor industry’s trusted IP partner and pioneer in Silicon Aware IP™, today reported its financial results for the first fiscal quarter ended December 31, 2007.

Revenues for the first quarter of fiscal 2008 were $14.1 million, compared with $11.5 million for the first quarter of fiscal 2007 and $13.1 million for the fourth quarter of fiscal 2007. License revenue for the first quarter of fiscal 2008 was $10.8 million, compared with $8.4 million for the same period a year ago and $9.9 million for the prior quarter. Royalties for the first quarter of fiscal 2008 were $3.3 million, compared with $3.1 million for the first quarter of fiscal 2007 and $3.2 million for the fourth quarter of fiscal 2007.

As reported under U.S. generally accepted accounting principles (GAAP), net income for the first quarter of fiscal 2008 was $1.1 million, or $0.05 per share, compared with net loss of $1.2 million, or ($0.05) per share for the first quarter of fiscal 2007 and net loss of $376,000 or ($0.02) per share for the fourth quarter of fiscal 2007.

Excluding the effects of FAS123R expense and amortization of intangibles, the company would have reported a net income of $1.4 million, or $0.06 per share. The reconciliation of GAAP to Non GAAP includes $416,000 of stock-based compensation expense and $66,000 of amortization of intangibles and other reduced by $176,000 tax effect for a net total of $306,000.

Dan McCranie, president and chief executive officer of Virage Logic, said, “With a 7% increase in sequential quarterly revenue and a 22% increase year over year, I am encouraged by the progress made in our corporate transformation. Revenue has increased for each of the past three quarters and now stands 33% higher than our Fiscal 2007 low point posted for the March 2007 quarter.

We believe that this continued monotonic increase in revenue through the past several quarters is a direct result of the development, in early 2007, of our advanced 65-nanometer (nm), 45nm and 40nm node memory compilers and logic libraries. In addition, during this past quarter, I am pleased with the contributions made by the Application Specific IP business. This business unit was formed in August 2007, with the acquisition of Ingot Systems, an IP technology company developing advanced DDR memory interface IP. In their first full quarter as part of Virage Logic, this product line delivered license bookings at more than twice our original forecast. In addition, the opportunity pipeline for this product family is robust, giving us confidence that the group will continue to provide strong revenue in the future.

Mr. McCranie continued, “As we continue to broaden our product portfolio, through both organic and inorganic growth, we strengthen our ability to become truly trusted partners with our foundry and fabless semiconductor customers as well as the large integrated device manufacturers (IDMs). These IDMs, in particular, present a strong opportunity for Virage Logic as they continue to execute on their collective strategies to migrate to a fab-lite model. As we have mentioned before, we believe that this migration represents a significant shift in the semiconductor industry. We continue to define, develop and execute new business structures, processes and product portfolios to enable a deeper and more strategic relationship with this customer base. The results of this effort have contributed to our strong recent license booking performance and we believe that these transformational efforts will continue to positively impact our future financial performance.”

Mr. McCranie concluded, “Our opportunity pipeline, particularly at the 65nm, 45nm and 40nm nodes is at a very strong level. We are driving aggressively to convert these opportunities into bookings, and we are all energized at our company as a result. Nevertheless, we are mindful of the recent flurry of negative earnings and revenue forecasts emanating from the semiconductor industry. With that in mind, our guidance for the second quarter of Fiscal 2008 will be for a revenue growth of 2 to 5 percent. This revenue guidance includes royalties in the $3 million range.”

With this revenue forecast, the company expects to report a GAAP net loss of approximately ($0.01) to a net income of $0.01 per share for the three months ending March 31, 2008. The company expects $1.2 million of stock-based compensation expense for the second quarter ending March 31, 2008. Without the impact of FAS123R expense and acquisition related expense, the company would expect earnings per diluted share of $0.03 to $0.05. Although this news release will be available on the company’s website, the company disclaims any duty or intention to update these or any other forward-looking statements.

Conference Call

Virage Logic's management will hold a teleconference on first-quarter fiscal year 2008 results at 1:30 p.m. PACIFIC / 4:30 p.m. EASTERN today, January 30, 2008. Participants can access the call by dialing (888) 413-9033 (domestic) or (706) 679-5076 (international) or can listen via a live Internet webcast, which can be found on the Investor Relations page of the Virage Logic website at www.viragelogic.com. A replay of the call will be available at (800) 642-1687 (domestic) or (706) 645-9291 (international), access number 30258776 through February 2, 2008; and the webcast can be accessed at www.viragelogic.com for 30 days.

About Virage Logic

Founded in 1996, Virage Logic Corporation rapidly established itself as a technology and market leader in providing advanced embedded memory intellectual property (IP) for the design of complex integrated circuits. Today, as the semiconductor industry's trusted IP partner, the company’s Silicon Aware IP offering (embedded memories, logic libraries and I/Os) includes silicon behavior knowledge for increased predictability and manufacturability. Through its recent acquisition of Ingot Systems, the company has expanded its product offering to include Application Specific IP (ASIP) solutions such as Double Data Rate (DDR) Memory Controllers and design services. Virage Logic's highly differentiated product portfolio provides higher performance, lower power, higher density and optimal yield to foundries, integrated device manufacturers (IDMs) and fabless customers who develop products for the consumer, communications and networking, hand-held and portable, computer and graphics, automotive, and government and military markets. The company uses its FirstPass-Silicon Characterization Lab™ for certain products to help ensure high quality, reliable IP across a wide range of foundries and process technologies. The company also prides itself on providing superior customer support and was named the 2006 Customer Service Leader of the Year in the Semiconductor IP Market by Frost & Sullivan. Headquartered in Fremont, California, Virage Logic has R&D, sales and support offices worldwide. For more information, visit www.viragelogic.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

Statements made in this news release, other than statements of historical fact, are forward-looking statements, including, for example, statements relating to company trends, business outlook and technology leadership. Forward-looking statements are subject to a number of known and unknown risks and uncertainties, which might cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include Virage Logic’s ability to improve its operations; its ability to forecast its business, including its revenue, income and order flow outlook; Virage Logic’s ability to execute on its strategy; Virage Logic’s ability to continue to develop new products and maintain and develop new relationships with third-party foundries and integrated device manufacturers; adoption of Virage Logic’s technologies by semiconductor companies and increases or fluctuations in the demand for their products; the company’s ability to overcome the challenges associated with establishing licensing relationships with semiconductor companies; the company’s ability to obtain royalty revenues from customers in addition to license fees, to receive accurate information necessary for calculating royalty revenues and to collect royalty revenues from customers; business and economic conditions generally and in the semiconductor industry in particular; competition in the market for semiconductor IP platforms; and other risks including those described in the company’s Annual Report on Form 10-K for the period ended September 30, 2007, and in Virage Logic’s other periodic reports filed with the SEC, all of which are available from Virage Logic’s website (www.viragelogic.com) or from the SEC’s website (www.sec.gov), and in news releases and other communications. Virage Logic disclaims any intention or duty to update any forward-looking statements made in this news release.

All trademarks are the property of their respective owners and are protected herein.

Reconciliation of GAAP to Non-GAAP Financial Results

Statement of Operations Reconciliation (in thousands)	Three Months Ended December 31, 2007			Three Months Ended December 31, 2006
GAAP Net income (loss)	$	1,092		$	(1,216	)
Stock-based compensation expense charged to operating expense		403			1,473
Stock-based compensation expense related to custom contracts		13			233
Restructuring charges		(3	)		---
Amortization of intangibles related to Ingot acquisition		69			---
Tax effect		(176	)		(673	)
Non-GAAP net income (loss)	$	1,398		$	(183	)

Virage Logic Corporation
Unaudited GAAP and Non-GAAP Consolidated Statements of Operations
(In thousands, except per-share amounts)

	For the Three Months Ended December 31, 2007								For the Three Months Ended December 31, 2006
	GAAP			Adjust- ments			Non- GAAP		GAAP			Adjust- ments			Non- GAAP

Revenue:
License	$	10,761		$	---		$	10,761	$	8,422		$	---		$	8,422
Royalties		3,299			---			3,299		3,103			---			3,103
Total revenues		14,060			---			14,060		11,525			---			11,525
Cost and expenses:
Cost of revenues		2,447			(102	)		2,345		3,727			(477	)		3,250
Research and development		5,858			(290	)		5,568		5,076			(333	)		4,743
Sales and marketing		3,593			(88	)		3,505		3,654			(380	)		3,274
General and administrative		1,775			(5	)		1,770		2,664			(516	)		2,148
Restructuring charges		(3	)		3			---		---			---			---
Total cost and expenses		13,670			(482	)		13,188		15,121			(1,706	)		13,415
Operating income (loss)		390			482			872		(3,596	)		1,706			(1,890	)
Interest income and other, net		1,167			---			1,167		943			---			943
Income (loss) before taxes		1,557			482			2,039		(2,653	)		1,706			(947	)
Income tax provision (benefit)		465			176			641		(1,437	)		673			(764	)

Net income (loss)	$	1,092		$	306		$	1,398	$	(1,216	)	$	1,033		$	(183	)

Earnings per share:
Basic	$	0.05		$	0.01		$	0.06	$	(0.05	)	$	0.04		$	(0.01	)
Diluted	$	0.05		$	0.01		$	0.06	$	(0.05	)	$	0.04		$	(0.01	)

Shares used in computing per share amounts:
Basic		23,419						23,419		23,057						23,057
Diluted		23,733						23,733		23,057						23,057

Virage Logic Corporation
Unaudited Consolidated Balance Sheets
(In thousands)

	December 31, 2007			September 30, 2007
ASSETS:
Current assets:
Cash and cash equivalents	$	21,655		$	14,820
Short-term investments		40,117			42,840
Accounts receivable, net		9,279			12,170
Costs in excess of related billings on uncompleted contracts		1,376			1,134
Deferred tax assets – current		1,938			1,939
Prepaid expenses and other current assets		4,007			4,766
Taxes receivable		2,550			2,320
Total current assets		80,922			79,989

Property, equipment and leasehold improvements, net		3,661			3,643
Goodwill		11,369			11,355
Other intangible assets, net		2,558			2,705
Deferred tax assets		13,328			13,178
Long-term investments		16,063			17,528
Other long-term assets		367			473

Total assets	$	128,268		$	128,871

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	587		$	1,027
Accrued expenses		4,172			4,659
Deferred revenue		5,911			8,996
Income taxes payable		3,356			2,992
Total current liabilities		14,026			17,674
Deferred tax liabilities		978			978
Total liabilities		15,004			18,652

Stockholders’ equity:
Common stock		23			23
Additional paid-in capital		137,686			135,926
Accumulated other comprehensive income (loss)		1,202			1,009
Accumulated deficit		(25,647	)		(26,739	)
Total stockholders’ equity		113,264			110,219

Total liabilities and stockholders’ equity	$	128,268		$	128,871

CONTACT:
Virage Logic Corporation
Christine Russell, 510-360-8025
christine.russell@viragelogic.com
or
Lytham Partners, LLC
Joe Diaz, Joe Dorame, or Robert Blum, 602-889-9700
virl@lythampartners.com

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