Attached files
file | filename |
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8-K - FORM 8-K - TRIDENT MICROSYSTEMS INC | f54860e8vk.htm |
EX-3.6 - EX-3.6 - TRIDENT MICROSYSTEMS INC | f54860exv3w6.htm |
EX-10.40 - EX-10.40 - TRIDENT MICROSYSTEMS INC | f54860exv10w40.htm |
EX-99.1 - EX-99.1 - TRIDENT MICROSYSTEMS INC | f54860exv99w1.htm |
EX-4.5 - EX-4.5 - TRIDENT MICROSYSTEMS INC | f54860exv4w5.htm |
Exhibit 99.2
Press Release
TRIDENT MICROSYSTEMS REPORTS RESULTS FOR
QUARTER ENDED DEC. 31, 2009,
COMPLETES ACQUISITION OF NXP TV AND SET-TOP BOX PRODUCT LINES
QUARTER ENDED DEC. 31, 2009,
COMPLETES ACQUISITION OF NXP TV AND SET-TOP BOX PRODUCT LINES
SANTA CLARA, Calif., Feb. 8, 2010 Trident Microsystems, Inc. (Nasdaq: TRID), a leader in
high-performance semiconductor system solutions for the connected home, today announced results for
its quarter ended Dec. 31, 2009. The company also separately announced that effective today it has
completed its acquisition of the TV and Set-Top Box product lines from NXP Semiconductors.
For the quarter, the company reported net revenues of $31.9 million, which compares with net
revenues of $31.1 million in the prior sequential quarter and $19.2 million in the same quarter a
year ago. The company reported a net loss for the quarter of $23.4 million, or $0.34 per share, on
a generally accepted accounting principles (GAAP) basis. This compares with a net loss of $17.2
million, or $0.25 per share in the prior sequential quarter and a net loss of $14.6 million, or
$0.24 per share, in the same quarter one year ago.
Non-GAAP Results
Non-GAAP net loss for the quarter was $15.6 million, or $0.22 per share, which includes the impact
of a $2.8 million write off of pre-production inventory. This compares with a non-GAAP net loss of
$11.6 million, or $0.17 per share, in the prior sequential quarter and a non-GAAP net loss of $6.6
million, or $0.11 per share, in the same quarter a year ago. A detailed reconciliation between
GAAP and non-GAAP net loss is provided in a table following the non-GAAP consolidated statements of
operations.
Sylvia Summers, Tridents chief executive officer, said, Results for the quarter, excluding the
disappointing inventory write-off, were in line with our guidance. With the closing today of our
acquisition of the NXP product lines, we are ready to look forward to the opportunities we are
creating as a result of this transaction. We are now a leading provider in both the digital TV and
set-top box markets, with a much larger and more diversified revenue and customer base, a broad and
powerful patent portfolio, and two-thirds of our employee base in Asia on day one. We have
integration plans, key management, and a vision in place for how we will move ahead as one company from this day forward.
We remain committed to the substantial restructuring and crisp execution that will be required to
break even by the end of this year, and we already are aligning product roadmaps and account
strategies to win new business for 2011 and beyond.
Outlook
As previously announced, Trident has changed its fiscal year end to December 31. For its new
fiscal first quarter ending Mar. 31, 2010, which will include approximately eight weeks of
operating results for the newly acquired product lines, Trident is providing the following outlook.
The companys outlook for any period is based on current expectations and is subject to various
factors, including those set forth in the Forward-Looking Information statement below. Actual
results may differ materially.
| Quarter ending Mar. 31, 2010: |
| Net revenues are expected to be in the range of $85 million to $90 million. | ||
| Non-GAAP gross margins are expected to be in the range of 21% to 24%. | ||
| Non-GAAP operating expenses are expected to be in the range of $57 million to $60 million, with research and development expenses in the range of $38 million to $40 million and selling, general and administrative expenses of approximately $19 to $20 million. | ||
| Non-GAAP operating loss is expected to be in the range of $36 million to $40 million. | ||
| Provision for income taxes is expected to be approximately $1.0 million. | ||
| The company expects to restructure its operations over the next several quarters, and anticipates that it will incur $1 to $2 million of related restructuring charges in the fiscal first quarter. These charges are not included in the guidance for non-GAAP operating loss. | ||
| Cash as of the end of the quarter is expected to be in the range of $120 million to $130 million. |
Because the fiscal second quarter ending June 30, 2010 will be the first quarter reflecting the
full impact of the acquired product lines, the company also provided updated guidance for that
quarter.
| Quarter ending June 30, 2010: |
| Net revenues are expected to be in the range of $140 million to $160 million. | ||
| Non-GAAP gross margins are expected to be in the range of 23% to 26%. |
| Non-GAAP operating expenses are expected to be in the range of $65 million to $68 million, with research and development expenses in the range of $44 million to $46 million and selling, general and administrative expenses of approximately $21 to $22 million. | ||
| Non-GAAP operating loss is expected to be in the range of $23 million to $27 million. | ||
| Provision for income taxes is expected to be approximately $1 million. | ||
| Restructuring charges are expected to be in the range of $18 million to $22 million. These charges are not included in the guidance for non-GAAP operating loss. | ||
| Cash as of the end of the quarter is expected to be in the range of $90 million to $100 million. |
Investor Conference Call
Management will host a conference call at 2:00 pm Pacific Time today. The domestic dial in is
866-202-3048; the international dial-in is 617-213-8843. Passcode: 96447383. A replay of the
conference call will be available for two weeks and will be accessible by calling 888-286-8010
(domestic) or 617-801-6888 (international) using access code 75194851. This call is being webcast
by Thomson/CCBN and can be accessed at Tridents web site at: http://www.tridentmicro.com. The
webcast also is being distributed through the Thomson StreetEvents Network to both institutional
and individual investors. Individual investors can listen to the call at www.fulldisclosure.com;
institutional investors can access the call via Thomsons password-protected event management site,
StreetEvents (www.streetevents.com).
Use of Non-GAAP Financial Information
To supplement the consolidated financial results prepared under GAAP, Trident uses a non-GAAP
conforming, or non-GAAP, measure of net loss that is GAAP net loss adjusted to exclude certain
costs, expenses and gains. Non-GAAP net loss gives an indication of Tridents baseline performance
before gains, losses or other charges that are considered by management to be outside the companys
core operating results. In addition, non-GAAP net loss is among the primary indicators management
uses as a basis for planning and forecasting future periods. These measures are not in accordance
with, or an alternative for, GAAP and may be materially different from non-GAAP measures used by
other companies. Trident computes non-GAAP net loss by adjusting GAAP net loss for
acquisition-related expenses, stock-based compensation expense, expenses related to the stock
option investigation and related matters, restructuring charges, expenses related to software
license fees adjustment, amortization and impairment of intangible assets from acquisitions,
impairment loss, backlog amortization, capital gains and losses and dividend income. A detailed
reconciliation between net loss on a GAAP basis and non-GAAP net loss is provided in a table
following non-GAAP Consolidated Statements of Operations.
Forward-Looking Information
This press release contains forward-looking statements, including statements regarding financial
expectations for the first and second quarters of fiscal year 2010, expected restructuring
activity, and our ability to breakeven by the end of 2010. The forward-looking statements made
above are subject to certain risks and uncertainties, and actual results could vary materially
depending on a number of factors. These risks include, in particular, our ability to realize the
benefits from our acquisition of product lines from NXP, our ability to build upon our core
strengths, including our technology, engineering team, competitive cost structure and strong
balance sheet, the timing of product introductions, the ability to obtain design wins among major
OEMs for Tridents products, and competitive pressures, including pricing and competitors new
product introductions, the impact of the uncertain global macroeconomic environment, the
increasingly competitive DTV market and our ability to retain key employees. Additional factors
that may affect Tridents business are described in detail in Tridents filings with the Securities
and Exchange Commission available at http://www.sec.gov.
About Trident Microsystems, Inc.
Trident Microsystems, Inc., with headquarters in Santa Clara, California, is a leading
force in the digital home entertainment market, delivering an extensive range of innovative
multimedia semiconductor solutions for digital televisions and set-top boxes at the heart
of todays digital home. Trident has been making bold moves to expand its market, deepen
and more fully leverage its Intellectual Property (IP) portfolio, and drive the evolution
of the connected home. Its acquisition of NXP Semiconductors set-top box and television
product lines in 2010 establishes Trident as one of the top three semiconductor providers
to both the TV and set-top box markets. For further information about Trident and its
products, please consult the Companys web site: http://www.tridentmicro.com.
NOTE: Trident is a trademark of Trident Microsystems, Inc. All other company and product names are
trademarks and/or registered trademarks of their respective owners. Features, pricing, availability
and specifications are subject to change without notice.
For More Information
John Swenson
Director, Corporate Finance & Investor Relations
Tel: 408-764-8899
Email: john.swenson@tridentmicro.com
Web site: http://www.tridentmicro.com
John Swenson
Director, Corporate Finance & Investor Relations
Tel: 408-764-8899
Email: john.swenson@tridentmicro.com
Web site: http://www.tridentmicro.com
(Tables to follow)
TRIDENT MICROSYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31, | September 30, | |||||||
(In thousands) | 2009 | 2009 | ||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 147,995 | $ | 160,955 | ||||
Accounts receivable, net |
4,917 | 17,789 | ||||||
Inventories |
14,536 | 10,611 | ||||||
Prepaid expenses and other current assets |
13,627 | 11,047 | ||||||
Total current assets |
181,075 | 200,402 | ||||||
Property and equipment, net |
26,168 | 26,696 | ||||||
Intangible assets, net |
5,635 | 6,660 | ||||||
Goodwill |
7,851 | 7,848 | ||||||
Other assets |
7,764 | 9,312 | ||||||
Total assets |
$ | 228,493 | $ | 250,918 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 18,883 | $ | 13,060 | ||||
Accrued expenses and other current liabilities |
29,469 | 24,993 | ||||||
Income taxes payable |
1,696 | 13,511 | ||||||
Total current liabilities |
50,048 | 51,564 | ||||||
Long-term income taxes payable |
22,262 | 22,098 | ||||||
Deferred income tax liabilities |
94 | 81 | ||||||
Total liabilities |
72,404 | 73,743 | ||||||
Stockholders equity |
||||||||
Capital stock |
237,898 | 235,613 | ||||||
(Accumulated deficit) |
(81,809 | ) | (58,438 | ) | ||||
Total stockholders equity |
156,089 | 177,175 | ||||||
Total liabilities and
stockholders equity |
$ | 228,493 | $ | 250,918 | ||||
TRIDENT MICROSYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||||||
December 31, | September 30, | December 31, | December 31, | December 31, | ||||||||||||||||
(In thousands, except per share data) | 2009 | 2009 | 2008 | 2009 | 2008 | |||||||||||||||
Net revenues |
$ | 31,918 | $ | 31,093 | $ | 19,215 | $ | 63,011 | $ | 53,997 | ||||||||||
Cost of revenues |
26,673 | 20,592 | 13,045 | 47,265 | 35,752 | |||||||||||||||
Gross profit |
5,245 | 10,501 | 6,170 | 15,746 | 18,245 | |||||||||||||||
% of net revenues |
16.4 | % | 33.8 | % | 32.1 | % | 25.0 | % | 33.8 | % | ||||||||||
Research and development expenses |
16,162 | 16,350 | 12,715 | 32,512 | 25,780 | |||||||||||||||
% of net revenues |
50.6 | % | 52.6 | % | 66.2 | % | 51.6 | % | 47.7 | % | ||||||||||
Selling, general and administrative expenses |
11,143 | 8,837 | 8,465 | 19,980 | 18,570 | |||||||||||||||
% of net revenues |
34.9 | % | 28.4 | % | 44.1 | % | 31.7 | % | 34.4 | % | ||||||||||
Restructuring charges |
50 | 1,508 | 761 | 1,558 | 761 | |||||||||||||||
% of net revenues |
.2 | % | 4.8 | % | 4.0 | % | 2.5 | % | 1.4 | % | ||||||||||
Operating loss |
(22,110 | ) | (16,194 | ) | (15,771 | ) | (38,304 | ) | (26,866 | ) | ||||||||||
% of net revenues |
(69.3 | )% | (52.1 | )% | (82.1 | )% | (60.8 | )% | (49.8 | )% | ||||||||||
Loss on investment in / dividend income from UMC stock |
| | | | (8,187 | ) | ||||||||||||||
Interest and other income (expense), net |
(561 | ) | (533 | ) | 2,057 | (1,094 | ) | 5,231 | ||||||||||||
Loss before income taxes |
(22,671 | ) | (16,727 | ) | (13,714 | ) | (39,398 | ) | (29,822 | ) | ||||||||||
% of net revenues |
(71.0 | )% | (53.8 | )% | (71.4 | )% | (62.5 | )% | (55.2 | )% | ||||||||||
Provision for (benefit from) income taxes |
700 | 429 | 870 | 1,129 | 2,731 | |||||||||||||||
% of net revenues |
2.2 | % | 1.4 | % | 4.5 | % | 1.8 | % | 5.1 | % | ||||||||||
Net loss |
$ | (23,371 | ) | $ | (17,156 | ) | $ | (14,584 | ) | $ | (40,527 | ) | $ | (32,553 | ) | |||||
% of net revenues |
(73.2 | )% | (55.2 | )% | (75.9 | )% | (64.3 | )% | (60.3 | )% | ||||||||||
Basic and diluted net loss per share |
$ | (0.34 | ) | $ | (0.25 | ) | $ | (0.24 | ) | $ | (0.58 | ) | $ | (0.53 | ) | |||||
Shares used in basic and diluted per share computation |
69,506 | 69,237 | 61,612 | 69,372 | 61,382 |
TRIDENT MICROSYSTEMS, INC.
NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||||||
December 31, | September 30, | December 31, | December 31, | December 31, | ||||||||||||||||
(In thousands, except per share data) | 2009 | 2009 | 2008 | 2009 | 2008 | |||||||||||||||
Net revenues |
$ | 31,918 | $ | 31,093 | $ | 19,215 | $ | 63,011 | $ | 53,997 | ||||||||||
Cost of revenues |
25,579 | 19,614 | 11,835 | 45,193 | 32,479 | |||||||||||||||
Gross profit |
6,339 | 11,479 | 7,380 | 17,818 | 21,518 | |||||||||||||||
% of net revenues |
19.9 | % | 36.9 | % | 38.4 | % | 28.3 | % | 39.9 | % | ||||||||||
Research and development expenses |
15,217 | 15,631 | 10,169 | 30,848 | 21,890 | |||||||||||||||
% of net revenues |
47.7 | % | 50.3 | % | 52.9 | % | 49.0 | % | 40.5 | % | ||||||||||
Selling, general and administrative expenses |
5,437 | 6,444 | 5,199 | 11,881 | 12,170 | |||||||||||||||
% of net revenues |
17.0 | % | 20.7 | % | 27.1 | % | 18.9 | % | 22.5 | % | ||||||||||
Operating loss |
(14,315 | ) | (10,596 | ) | (7,988 | ) | (24,911 | ) | (12,542 | ) | ||||||||||
% of net revenues |
(44.8 | )% | (34.1 | )% | (41.6 | )% | (39.5 | )% | (23.2 | )% | ||||||||||
Interest and other income (expense), net |
(561 | ) | (533 | ) | 2,230 | (1,094 | ) | 5,346 | ||||||||||||
Loss before income taxes |
(14,876 | ) | (11,129 | ) | (5,758 | ) | (26,005 | ) | (7,196 | ) | ||||||||||
% of net revenues |
(46.6 | )% | (35.8 | )% | (30.0 | )% | (41.3 | )% | (13.3 | )% | ||||||||||
Provision for income taxes |
700 | 429 | 870 | 1,129 | 2,731 | |||||||||||||||
% of net revenues |
2.2 | % | 1.4 | % | 4.5 | % | 1.8 | % | 5.1 | % | ||||||||||
Net loss |
(15,576 | ) | (11,558 | ) | (6,628 | ) | (27,134 | ) | (9,927 | ) | ||||||||||
(48.8 | )% | (37.2 | )% | (34.5 | )% | (43.1 | )% | (18.4 | )% | |||||||||||
Basic and diluted net loss per share |
$ | (0.22 | ) | $ | (0.17 | ) | $ | (0.11 | ) | $ | (0.39 | ) | $ | (0.16 | ) | |||||
Shares used in basic and diluted per share
computation |
69,506 | 69,237 | 61,612 | 69,372 | 61,382 |
TRIDENT MICROSYSTEMS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Unaudited)
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||||||
December 31, | September 30, | December 31, | December 31, | December 31, | ||||||||||||||||
(In thousands, except per share data) | 2009 | 2009 | 2008 | 2009 | 2008 | |||||||||||||||
GAAP gross profit |
$ | 5,245 | $ | 10,501 | $ | 6,170 | $ | 15,746 | $ | 18,245 | ||||||||||
Amortization of acquisition-related intangible assets (1) |
974 | 975 | 1,065 | 1,949 | 2,171 | |||||||||||||||
Stock-based compensation expense (2) |
120 | 3 | 138 | 123 | 293 | |||||||||||||||
Impairment of goodwill and intangible assets (3) |
| | | | 383 | |||||||||||||||
Restructuring Charges |
| | 7 | | 7 | |||||||||||||||
Prepaid royalties adjustment |
| | | | 419 | |||||||||||||||
Non-GAAP gross profit |
$ | 6,339 | $ | 11,479 | $ | 7,380 | $ | 17,818 | $ | 21,518 | ||||||||||
GAAP Research and development expenses |
$ | 16,162 | $ | 16,350 | $ | 12,715 | $ | 32,512 | $ | 25,780 | ||||||||||
Stock-based compensation expense (2) |
945 | 719 | 2,736 | 1,664 | 4,489 | |||||||||||||||
Software license fees (4) |
| | (190 | ) | | (599 | ) | |||||||||||||
Non-GAAP Research and development expenses |
$ | 15,217 | $ | 15,631 | $ | 10,169 | $ | 30,848 | $ | 21,890 | ||||||||||
GAAP Selling, general and administrative expenses |
$ | 11,143 | $ | 8,837 | $ | 8,465 | $ | 19,980 | $ | 18,570 | ||||||||||
Amortization of acquisition-related intangible assets (1) |
51 | 51 | 134 | 102 | 271 | |||||||||||||||
Stock-based compensation expense (2) |
1,146 | 521 | 1,054 | 1,667 | 1,828 | |||||||||||||||
Impairment of goodwill and intangible assets (3) |
| | | | 4 | |||||||||||||||
Stock options related professional fees (5) |
(66 | ) | (979 | ) | 2,078 | (1,045 | ) | 4,297 | ||||||||||||
Acquisition-related expenses (6) |
4,575 | 2,800 | | 7,375 | | |||||||||||||||
Non-GAAP Selling, general and administrative expenses |
$ | 5,437 | $ | 6,444 | $ | 5,199 | $ | 11,881 | $ | 12,170 | ||||||||||
GAAP net loss |
$ | (23,371 | ) | $ | (17,156 | ) | $ | (14,584 | ) | $ | (40,527 | ) | $ | (32,553 | ) | |||||
Gross profit reconciliation |
1,094 | 978 | 1,210 | 2,072 | 3,273 | |||||||||||||||
Research and development expenses reconciliation |
945 | 719 | 2,546 | 1,664 | 3,890 | |||||||||||||||
Selling, general and administrative expenses reconciliation |
5,706 | 2,393 | 3,266 | 8,099 | 6,400 | |||||||||||||||
Restructuring Charges |
50 | 1,508 | 761 | 1,558 | 761 | |||||||||||||||
Loss of sale of UMC stock and other (7) |
| | 173 | | 8,302 | |||||||||||||||
Non-GAAP net loss |
$ | (15,576 | ) | $ | (11,558 | ) | $ | (6,628 | ) | $ | (27,134 | ) | $ | (9,927 | ) | |||||
GAAP basic and diluted net loss per share |
$ | (0.34 | ) | $ | (0.25 | ) | $ | (0.24 | ) | $ | (0.58 | ) | $ | (0.53 | ) | |||||
Non-GAAP basic and diluted net loss per share |
$ | (0.22 | ) | $ | (0.17 | ) | $ | (0.11 | ) | $ | (0.39 | ) | $ | (0.16 | ) | |||||
Shares used in basic and diluted per share computation |
69,506 | 69,237 | 61,612 | 69,372 | 61,382 | |||||||||||||||
(1) | Amortization of acquisition-related intangible assets represents the amortization of identifiable intangible assets. Management deemed that these acquisition-related charges are not related to Tridents core operating performance and it is appropriate to exclude those charges from Tridents non-GAAP financial measures, as it enhances the ability of investors to compare Tridents period-over-period operating results. | |
(2) | Stock-based compensation expense relates primarily to the equity awards such as stock options and restricted stock. This is non-cash expense that varies in amount from period to period and is dependent on market forces that are often beyond Tridents control. Hence, management excludes this item from the non-GAAP financial measures. | |
(3) | Charges for impairment of goodwill and intangible assets incurred as a result of their carrying value exceeding the fair value. Management believes that these charges are not directly associated with the Companys core operating performance. | |
(4) | Software license fees represent an adjustment for prior years software usage. | |
(5) | Stock options related professional fees are excluded from the non-GAAP net loss calculation. Management believes that these professional fees are not related to the Companys ongoing business and operating performance of Trident. | |
(6) | Acquisition-related expenses represent external costs incurred in connection with our acquisition, which we generally would not have incurred in the normal course of business. | |
(7) | Management believes that the capital loss on the sale of UMC stock and the dividend income received from UMC are not directly related to the ongoing business and operating performance of Trident. |