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8-K - 8-K - VITESSE SEMICONDUCTOR CORPa09-35476_18k.htm
EX-99.1 - EX-99.1 - VITESSE SEMICONDUCTOR CORPa09-35476_1ex99d1.htm

Exhibit 99.2

 

NEWS

 

For Immediate Release

 

Editorial Contact:

Rich Yonker

Vitesse

+1.805.388.3700

invest@vitesse.com

 

Vitesse Reports Fourth Quarter and Fiscal 2009 Year End Results

 

CAMARILLO, Calif. —(BUSINESS WIRE)— Dec. 14, 2009 — Vitesse Semiconductor Corporation (Pink Sheets: VTSS), a leading provider of advanced IC solutions for Carrier and Enterprise networks, today reported its audited financial results for the fourth quarter and fiscal year ended September 30, 2009.

 

Recent Operating and Financial Highlights

 

·      Completed debt restructuring transaction, closed in October 2009, resulting in a significantly improved balance sheet and operating flexibility in fiscal 2010.

 

·      Reported net revenues of $168.2 million in fiscal year 2009 compared with $228.5 million in fiscal year 2008, reflecting weak global economic conditions and cyclical industry downturn.

 

·      Generated positive cash flow from operations of $19.2 million in fiscal year 2009, compared with negative cash flow from operations of $22.6 million in fiscal year 2008.

 

·      Reported a net loss of $194.0 million in fiscal year 2009, compared with net income of $16.6 million in fiscal year 2008. 2009 results include non-cash expenses of $191.4 million for goodwill impairment and a $12.2 million fair value adjustment to our derivative liability.

 

·      Introduced 16 new products, exceeding 2009 target of 12.

 

CEO Commentary

 

“While 2009 was a challenging year for Vitesse, and for the industry as a whole, we delivered on the majority of our key goals,” said Chris Gardner, CEO of Vitesse. “Importantly, we resolved our debt issues with the completion of our debt restructuring in October, and move forward with a stronger balance sheet. We generated positive cash flow from operations in 2009 in spite of lower than expected revenue.  We also took aggressive action to improve our operations and reduce operating expenses, while continuing our investment level in R&D.”

 

“Market conditions are beginning to improve and Vitesse is well positioned for 2010 with improved financial stability and a particularly strong new product cycle. In the coming year, we will focus on optimizing the value of our operations by continuing to invest in R&D and by transitioning our Camarillo, California test facility to our subcontractors in Asia. We believe

 



 

these investments will position Vitesse for improved operating efficiencies and returns in 2011 and beyond,” Mr. Gardner concluded.

 

Fiscal Year 2009 Financial Results Summary

 

Net revenues for the fiscal year 2009 were $168.2 million, a decline of 26.4% compared with $228.5 million reported in fiscal year 2008. Product revenues were $154.9 million, a 29.1% decrease from prior year. Licensing revenues were $13.3 million, a 32.5% increase from the prior year. Core product revenues for fiscal year 2009 were $129.4 million, a decline of 23.7% from 2008. Non-core product revenues for fiscal year 2009 were $25.6 million, a decline of 47.9% from fiscal year 2008.

 

Cost of revenues decreased $27.9 million to $78.4 million in fiscal year 2009 compared with $106.3 million in fiscal year 2008. Engineering, research and development (R&D) expenses were $45.7 million for fiscal year 2009, compared with $50.0 million in fiscal year 2008, a decrease of $4.3 million or 8.6%. Selling, general and administrative expenses were $40.2 million for fiscal year 2009, compared to $50.6 million in fiscal year 2008.

 

Loss from operations was $179.0 million in fiscal 2009, compared with operating income of $8.4 million for fiscal year 2008. The Company’s net loss was $194.0 million, or $0.85 per share, compared with net income of $16.6 million, or $0.07 per share, for fiscal year 2008.

 

Balance Sheet Overview

 

Cash and cash equivalents totaled $57.5 million at September 30, 2009, an increase of $20.8 million from September 30, 2008.  Inventory at September 30, 2009 totaled $18.8 million, a decrease of $18.7 million from September 30, 2008.

 

Fourth Quarter 2009 Financial Results Summary

 

Net revenues for the fourth quarter of fiscal year 2009 were $39.2 million, a decrease of 40.0% compared with $65.4 million reported for the fourth quarter of 2008 and a decrease of 12.2% compared with $44.6 million in the third quarter of fiscal year 2009. Product revenues were $39.2 million, a 29.2% decrease from the same quarter in 2008, and a 7.8% increase over $36.4 million reported for the third quarter of fiscal year 2009. Revenue for the fourth quarter of 2009 did not include any licensing revenues. Licensing revenues in the fourth quarter of 2008 and third quarter of 2009 were $10.0 million and $8.3 million, respectively.

 

Cost of revenues decreased $5.9 million to $20.5 million in the fourth quarter of 2009 compared with $26.4 million for the same quarter in 2008. As a percentage of product revenues, cost of product revenues increased from 47.6% in the fourth quarter of fiscal year 2008, to 52.2% in the quarter ended September 30, 2009. R&D expenses were $12.0 million for the fourth quarter of 2009, compared with $12.4 million a year ago, a decrease of $0.4 million or 3.5%. Selling, general and administrative expenses were $8.5 million for the fourth quarter of 2009 compared to $12.8 million in the fourth quarter of 2008.

 



 

Loss from operations was $1.8 million in the fourth quarter of 2009 compared with operating income of $11.5 million in the fourth quarter of 2008. The Company’s fourth quarter net loss was $9.5 million, or $0.04 per share, compared with net income of $10.2 million, or $0.04 per share, in the year-ago quarter.

 

Fourth Quarter 2009 New Product Introductions

 

Vitesse introduced three new products in the fourth quarter of fiscal year 2009:

 

VSC3144-11: Availability of this breakthrough 11.5 Gbps 144x144 crosspoint switch enables a dramatic 40% bandwidth improvement in switches used in Carrier and Enterprise networking environments and achieves an industry best 1.656 Tbps switching capacity.

 

VSC3316: Another innovation to its industry-leading signal integrity portfolio, the VSC3316 is a new 16-port asynchronous crosspoint switch with enhanced FlexEQ™ signal equalization capabilities.

 

VSC8486-11: Extending its offering of industry-leading VSC8486 10 Gbps XAUI to XFI LAN/WAN transceivers with a highly integrated, next-generation device, the VSC8486-11 features synchronous Ethernet clocking and delivers superior high-speed signals for XFP and SFP+ module-based Carrier Ethernet equipment.

 

Outlook and Goals

 

Vitesse expects to see a continued industry recovery and resumed top line growth in 2010. As such, the Company intends to make investments in the first half of the year that will position it for growth in 2011 and beyond. In 2010, Vitesse plans to increase product introductions to an average of six per quarter from three per quarter in 2009 and to transition its California test facility to its subcontractors in Asia.

 

The Company also plans to continue to generate positive cash flow from operations. The Company has not changed its long-term operating targets which call for the following as a percentage of revenue: gross margin of 55% to 60%, R&D of 25% to 28%, SG&A of 11% to 14%, income from operations of 11% to 16% and EBITDA of 17% to 22%. Further, the Company is targeting annual inventory turns of five times and accounts payable and accounts receivable in line with normal industry levels.

 

Conference Call Information

 

A conference call is scheduled for Monday, December 14, 2009 at 1:30 p.m. Pacific Time/4:30 p.m. Eastern Time.  To listen to the conference call via telephone, dial 800-450-5178 (U.S. toll-free) or 706-679-6171 (International) and provide the passcode 43131353. Participants should dial in at least 10 minutes prior to the start of the call.  The Company will also broadcast the conference call via a webcast over the internet. To listen via the Internet, the webcast can be accessed through the Vitesse corporate web site at www.vitesse.com.   The call will be recorded

 



 

and available for replay until Monday, December 21, 2009.  To access the audio replay, dial 800-642-1687 (U.S. toll-free) or 706-645-9291 (International) and entering the passcode 43131353.

 

Investor Conference Participation

 

Vitesse will participate in the 12th Annual Needham & Company Growth Stock Conference, January 12 - 14, 2010. Representing Vitesse at this event will be Chris Gardner, CEO, and Rich Yonker, CFO. They will present on Thursday, January 14, 2010 at 1:50 pm Eastern Time. The presentation will be webcast. To listen to the webcast, view the investor section of the Company’s web site: www.vitesse.com.

 

About Vitesse

 

Vitesse designs, develops and markets a diverse portfolio of high-performance, cost-competitive semiconductor solutions for Carrier and Enterprise networks worldwide. Engineering excellence and dedicated customer service distinguish Vitesse as an industry leader in Gigabit Ethernet LAN, Ethernet-over-SONET, Fibre Channel, Serial Attached SCSI, Optical Transport, and other applications. Additional company and product information is available at www.vitesse.com.

 

Vitesse is a registered trademark in the United States and/or other jurisdictions of Vitesse Semiconductor Corporation. All other trademarks or registered trademarks mentioned herein are the property of their respective holders.

 

Cautions Regarding Forward Looking Statements:

 

All statements included or incorporated by reference in this release and the related conference call for analysts and investors, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current facts. These forward-looking statements are based on our current expectations, estimates and projections about our business and industry, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” and similar terms, and variations or negatives of these words. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements.

 

Source: Vitesse Semiconductor Corporation

 



 

CONSOLIDATED BALANCE SHEETS

 

 

 

September 30,

 

 

 

2009

 

2008

 

 

 

(in thousands, except share data)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

57,544

 

$

36,722

 

Accounts receivable, net

 

11,369

 

6,307

 

Inventory

 

18,809

 

37,466

 

Assets held for sale

 

 

3,164

 

Restricted cash

 

398

 

592

 

Prepaid expenses and other current assets

 

4,956

 

4,011

 

Total current assets

 

93,076

 

88,262

 

Property, plant and equipment, net

 

7,874

 

8,084

 

Goodwill

 

 

191,418

 

Other intangible assets, net

 

1,541

 

913

 

Other assets

 

3,077

 

3,600

 

 

 

$

105,568

 

$

292,277

 

 

 

 

 

 

 

LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS’ (DEFICIT) EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

14,191

 

$

16,101

 

Accrued expenses and other current liabilities

 

10,887

 

20,242

 

Derivative liability

 

12,209

 

 

Deferred revenue

 

1,156

 

2,721

 

Current portion of debt and capital leases

 

5,236

 

 

Convertible subordinated debt

 

10,000

 

 

Total current liabilities

 

53,679

 

39,064

 

 

 

 

 

 

 

Other long-term liabilities

 

1,810

 

1,564

 

Long-term debt, net of discount

 

24,652

 

29,423

 

Convertible subordinated debt

 

86,700

 

96,700

 

Total liabilities

 

166,841

 

166,751

 

Minority interest

 

86

 

165

 

Commitments and contingencies

 

 

 

 

 

Shareholders’ (deficit) equity:

 

 

 

 

 

Preferred stock, $0.01 par value. 10,000,000 shares authorized; none outstanding

 

 

 

Common stock, $.01 par value. 500,000,000 shares authorized; 230,905,580 and 226,205,580 shares outstanding at September 30, 2009 and 2008, respectively

 

2,314

 

2,267

 

Additional paid-in-capital

 

1,754,598

 

1,747,324

 

Accumulated deficit

 

(1,818,271

)

(1,624,230

)

Total shareholders’ (deficit) equity

 

(61,359

)

125,361

 

 

 

$

105,568

 

$

292,277

 

 



 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Three Months Ended
September 30,

 

Twelve Months Ended
September 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

Product revenues

 

$

39,184

 

$

55,360

 

$

154,927

 

$

218,536

 

Intellectual property revenues

 

 

10,000

 

13,250

 

10,000

 

Net revenues

 

39,184

 

65,360

 

168,177

 

228,536

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of revenues

 

20,457

 

26,367

 

78,414

 

106,344

 

Engineering, research and development

 

11,964

 

12,398

 

45,685

 

49,982

 

Selling, general and administrative*

 

8,467

 

12,799

 

40,227

 

50,557

 

Accounting remediation & reconstruction expense and litigation costs**

 

(179

)

1,948

 

(9,922

)

10,761

 

Goodwill impairment

 

 

 

191,418

 

 

Amortization of intangible assets

 

292

 

310

 

1,360

 

2,514

 

Costs and expenses

 

41,001

 

53,822

 

347,182

 

220,158

 

(Loss) income from operations

 

(1,817

)

11,538

 

(179,005

)

8,378

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(8,759

)

(1,162

)

(16,862

)

(3,868

)

Loss on extinguishment of debt

 

 

 

 

 

Other income, net

 

244

 

646

 

223

 

4,882

 

Other (expense) income, net

 

(8,515

)

(516

)

(16,639

)

1,014

 

Income tax (benefit) expense

 

(851

)

1,768

 

(1,451

)

1,222

 

Minority interest in loss (earnings) of consolidated subsidiary

 

 

 

81

 

(660

)

(Loss) income from continuing operations before discontinued operations

 

(9,479

)

9,254

 

(194,112

)

7,510

 

Discontinued operations

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations, net of tax of $997 and gain on sale of $21,500 in 2008

 

 

943

 

71

 

9,044

 

Net (loss) income

 

$

(9,479

)

$

10,197

 

$

(194,041

)

$

16,554

 

Basic (loss) income per share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

(0.04

)

0.04

 

(0.85

)

0.03

 

Discontinued operations

 

0.00

 

0.01

 

0.00

 

0.04

 

Net (loss) income

 

$

(0.04

)

$

0.05

 

$

(0.85

)

$

0.07

 

Diluted (loss) income per share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

(0.04

)

0.04

 

(0.85

)

0.03

 

Discontinued operations

 

0.00

 

0.00

 

0.00

 

0.04

 

Net (loss) income

 

$

(0.04

)

$

0.04

 

$

(0.85

)

$

0.07

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

230,906

 

223,786

 

229,554

 

223,614

 

Diluted

 

230,906

 

261,767

 

229,554

 

223,614

 

 


* Including a gain on the sale of building of $2.9 million in 2009 and a gain on the sale of fixed assets of $3.2 million in 2008

** Including a $16.0 million gain on settlement of lawsuit in 2009

 

Source: Vitesse Semiconductor Corporation