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8-K - FORM 8-K - CONEXANT SYSTEMS INC | a58566e8vk.htm |
Exhibit 99.1
Editorial Contact:
|
Investor Relations Contact: | |
Gwen Carlson
|
Scott Allen | |
Conexant Systems, Inc.
|
Conexant Systems, Inc. | |
(949) 483-7363
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(949) 483-2698 |
CONEXANT REPORTS FINANCIAL RESULTS FOR
FIRST QUARTER OF FISCAL 2011
FIRST QUARTER OF FISCAL 2011
NEWPORT BEACH, Calif., Feb. 7, 2011 Conexant Systems, Inc. (NASDAQ: CNXT) today announced
financial results for the first quarter of fiscal 2011.
Conexant presents financial results based on Generally Accepted Accounting Principles (GAAP)
as well as select non-GAAP financial measures intended to reflect its core results of operations.
The company believes these core financial measures provide investors with additional insight into
its underlying operating results. Core financial measures exclude certain non-cash and other
non-core items as fully described in the GAAP to non-GAAP reconciliation in the accompanying
financial data.
For the first quarter of fiscal 2011, Conexant core revenues were $46.1 million. Core gross
margins were 59.6 percent of revenues. Core operating expenses were $23.2 million. Core operating
income was $4.2 million, and core net loss was $1.4 million, or $0.02 per share, based on an
average of 82 million shares outstanding during the quarter.
On a GAAP basis, net revenues for the first quarter of fiscal 2011 were $46.1 million. GAAP
gross margins were 59.4 percent of revenues. GAAP operating expenses were $26.1 million. GAAP net
loss including discontinued operations and a $7.3 million
unrealized loss associated with the change in the fair value of our
Mindspeed warrants, was $9.7 million, or $0.12 per share.
The company ended the quarter with $99.6 million in cash and short-term investments, compared
to $74.5 million in the previous quarter, due primarily to cash generated by the sale of real
estate in Newport Beach.
Conexant will not be hosting a conference call to discuss its first fiscal quarter results or
providing an outlook for the second quarter of fiscal 2011.
About Conexant
Conexants portfolio of innovative semiconductor solutions includes products for imaging,
audio, embedded modem, and video surveillance applications. Conexant is a fabless semiconductor
company headquartered in Newport Beach, Calif. To learn more, please visit www.conexant.com
CONEXANT SYSTEMS, INC.
GAAP Condensed Consolidated Statements of Operations
(unaudited, in thousands, except per share amounts)
GAAP Condensed Consolidated Statements of Operations
(unaudited, in thousands, except per share amounts)
Fiscal Quarter Ended | ||||||||||||
December 31, | October 1, | January 1, | ||||||||||
2010 | 2010 | 2010 | ||||||||||
Net revenues |
$ | 46,110 | $ | 56,315 | $ | 61,813 | ||||||
Cost of goods sold |
18,709 | 22,221 | 24,204 | |||||||||
Gross margin |
27,401 | 34,094 | 37,609 | |||||||||
Operating expenses: |
||||||||||||
Research and development |
13,548 | 13,831 | 13,245 | |||||||||
Selling, general and administrative |
11,187 | 11,519 | 12,402 | |||||||||
Amortization of intangible assets |
284 | 284 | 396 | |||||||||
Gain on sale of intellectual property |
(1,249 | ) | | | ||||||||
Special charges (Note 1) |
2,282 | (22 | ) | 346 | ||||||||
Total operating expenses |
26,052 | 25,612 | 26,389 | |||||||||
Operating income |
1,349 | 8,482 | 11,220 | |||||||||
Interest expense (Note 2) |
5,714 | 5,635 | 9,503 | |||||||||
Other expense (income), net |
5,851 | (6,744 | ) | (7,204 | ) | |||||||
(Loss) income from continuing operations before income
taxes and income (loss) on equity method investments |
(10,216 | ) | 9,591 | 8,921 | ||||||||
Income tax provision (benefit) |
94 | 144 | (230 | ) | ||||||||
(Loss) income from continuing operations before income
(loss) on equity method investments |
(10,310 | ) | 9,447 | 9,151 | ||||||||
Income (loss) on equity method investments |
663 | 309 | (454 | ) | ||||||||
(Loss) income from continuing operations |
(9,647 | ) | 9,756 | 8,697 | ||||||||
Loss from discontinued operations, net of tax |
(31 | ) | (1,282 | ) | (363 | ) | ||||||
Net (loss) income |
$ | (9,678 | ) | $ | 8,474 | $ | 8,334 | |||||
(Loss) income per share from continuing operations
basic and diluted |
$ | (0.12 | ) | $ | 0.12 | $ | 0.14 | |||||
Loss per share from discontinued operations basic
and diluted |
$ | 0.00 | $ | (0.02 | ) | $ | 0.00 | |||||
Net (loss) income per share basic and diluted |
$ | (0.12 | ) | $ | 0.10 | $ | 0.14 | |||||
Shares used in computing basic per-share computations |
81,787 | 81,252 | 60,023 | |||||||||
Shares used in computing diluted per-share computations |
81,787 | 82,240 | 60,091 | |||||||||
Note 1 | Special charges in the fiscal quarter ended December 31, 2010 consist primarily of severance and other expenses related to workforce reductions. |
Note 2 | Effective October 3, 2009 we adopted FSP APB 14-1, which changed the method of accounting for our convertible notes. In addition, as required, we revised our previously reported financial statements to retrospectively apply this change in accounting to prior periods. Under this new method of accounting, the debt and equity components of our convertible notes are bifurcated and accounted for separately. The equity components of our convertible notes are included in Stockholders equity in our Condensed Consolidated Balance Sheets with a corresponding reduction in the carrying values of our convertible notes as of the date of issuance or modification, as applicable. The reduced carrying values of our convertible notes are being accreted back to their principal amounts through the recognition of non-cash interest expense. This results in recognizing interest expense on these borrowings at effective rates approximating what we would have incurred had we issued nonconvertible debt with otherwise similar terms. In connection with applying this new accounting to current and prior periods, we recorded $0.1 million, $0.1 million, and $3.4 million of additional non-cash interest expense in the fiscal quarters ended December 31, 2010, October 1, 2010, and January 1, 2010, respectively. |
CONEXANT SYSTEMS, INC.
Reconciliation of GAAP Financial Measures to Non-GAAP Core Financial Measures
(unaudited, in thousands, except per share amounts)
Reconciliation of GAAP Financial Measures to Non-GAAP Core Financial Measures
(unaudited, in thousands, except per share amounts)
Fiscal Quarter Ended | ||||||||||||
December 31 , | October 1, | January 1, | ||||||||||
2010 | 2010 | 2010 | ||||||||||
GAAP and Core net revenues |
$ | 46,110 | $ | 56,315 | $ | 61,813 | ||||||
GAAP cost of goods sold |
$ | 18,709 | $ | 22,221 | $ | 24,204 | ||||||
Stock-based compensation (a) |
(73 | ) | (71 | ) | (58 | ) | ||||||
Other (e) |
| (19 | ) | (55 | ) | |||||||
Non-GAAP Core cost of goods sold |
$ | 18,636 | $ | 22,131 | $ | 24,091 | ||||||
GAAP gross margin |
$ | 27,401 | $ | 34,094 | $ | 37,609 | ||||||
Gross margin adjustments (a,e) |
73 | 90 | 113 | |||||||||
Non-GAAP Core gross margin |
$ | 27,474 | $ | 34,184 | $ | 37,722 | ||||||
GAAP operating expenses |
$ | 26,052 | $ | 25,612 | $ | 26,389 | ||||||
Stock-based compensation (a) |
(1,932 | ) | (1,554 | ) | (1,438 | ) | ||||||
Amortization of intangible assets (b) |
(284 | ) | (284 | ) | (396 | ) | ||||||
Gain on sale of intellectual property (c) |
1,249 | | | |||||||||
Special charges (d) |
(1,844 | ) | 22 | (346 | ) | |||||||
Non-GAAP Core operating expenses |
$ | 23,241 | $ | 23,796 | $ | 24,209 | ||||||
GAAP operating income (loss) |
$ | 1,349 | $ | 8,482 | $ | 11,220 | ||||||
Gross margin adjustments (a,e) |
73 | 90 | 113 | |||||||||
Operating expense adjustments (a-d) |
2,811 | 1,816 | 2,180 | |||||||||
Non-GAAP Core operating income |
$ | 4,233 | $ | 10,388 | $ | 13,513 | ||||||
GAAP interest expense |
$ | 5,714 | $ | 5,635 | $ | 9,503 | ||||||
Debt discount and debt issuance cost expense (f) |
(139 | ) | (137 | ) | (3,407 | ) | ||||||
Interest expense adjustments (g) |
| | (2,400 | ) | ||||||||
Non-GAAP Core interest expense |
$ | 5,575 | $ | 5,498 | $ | 3,696 | ||||||
GAAP other expense (income), net |
$ | 5,851 | $ | (6,744 | ) | $ | (7,204 | ) | ||||
Unrealized (losses) gains on Mindspeed warrant (h) |
(7,276 | ) | 4,279 | 4,285 | ||||||||
Gains on sales of equity securities (i) |
1,393 | 3,143 | 4,113 | |||||||||
Losses on repurchase and exchange of debt (j) |
| (2 | ) | (1,123 | ) | |||||||
Recognized cumulative translation adjustments (k) |
| (363 | ) | | ||||||||
Non-GAAP Core other (income) expense |
$ | (32 | ) | $ | 313 | $ | 71 | |||||
GAAP (loss) income from continuing operations |
$ | (9,647 | ) | $ | 9,756 | $ | 8,697 | |||||
Gross margin adjustments (a,e) |
73 | 90 | 113 | |||||||||
Operating expense adjustments (a-d) |
2,811 | 1,816 | 2,180 | |||||||||
(Gain) loss on equity method investments (l) |
(663 | ) | (309 | ) | 454 | |||||||
Other expense (income) adjustments (h-k) |
5,883 | (7,057 | ) | (7,275 | ) | |||||||
Interest expense adjustments (f-g) |
139 | 137 | 5,807 | |||||||||
Non-GAAP Core (loss) income from continuing operations |
$ | (1,404 | ) | $ | 4,433 | $ | 9,976 | |||||
Basic and Diluted (loss) income per share from continuing operations: |
||||||||||||
GAAP basic and diluted |
$ | (0.12 | ) | $ | 0.12 | $ | 0.14 | |||||
Non-GAAP basic and diluted |
$ | (0.02 | ) | $ | 0.05 | $ | 0.17 | |||||
Shares used in basic and diluted per-share computations: |
||||||||||||
Basic |
81,787 | 81,252 | 60,023 | |||||||||
Diluted |
81,787 | 82,240 | 60,091 | |||||||||
See GAAP to Non-GAAP Core Adjustments below
CONEXANT SYSTEMS, INC.
GAAP to Non-GAAP Core Adjustments:
GAAP to Non-GAAP Core Adjustments:
(a) | Stock-based compensation expense is based on the fair value of all stock awards and employee stock purchase plan shares in accordance with SFAS No. 123(R). | |
(b) | Amortization of intangible assets resulting from business combinations. | |
(c) | Gain on sale of intellectual property which is not part of our core, on-going operations. | |
(d) | Special charges in the fiscal quarter ended December 31, 2010 consist primarily of severance and other expenses related to downsizing activities. | |
(e) | Represents environmental remediation charges. | |
(f) | Consists of non-cash interest expense resulting from the amortization of debt discount and debt issuance costs of $0.1 million, $0.1 million and $3.4 million in the fiscal quarters ended December 31, 2010, October 1, 2010, and January 1, 2010, respectively. | |
(g) | Other interest expense which is not part of our on-going operations. For the fiscal quarter ended January 1, 2010, the adjustment consists of $1.7 million expense from the termination of our interest rate swap, $0.6 million of accelerated amortization of debt issuance costs related to the extinguishment of $61.4 million of floating rate senior notes and $0.1 million of accelerated amortization of debt issuance costs related to extinguishment of convertible subordinated notes. | |
(h) | Unrealized (losses) gains associated with the change in the fair value of our warrant to purchase 6.1 million shares of Mindspeed Technologies, Inc. common stock, which is accounted for as a derivative instrument. | |
(i) | Net gains on sale of debt and equity securities. | |
(j) | The loss in the fiscal quarter ended January 1, 2010 consists of a $0.6 million loss incurred on extinguishment of $61.4 million of floating rate senior secured notes and a loss of $0.5 million on exchange of convertible subordinated notes with a face value of $17.6 million. | |
(k) | Recognized cumulative translation adjustments upon liquidation of foreign subsidiaries. | |
(l) | (Gain) loss on equity method investments. |
Non-GAAP Financial Measures:
We have presented non-GAAP cost of goods sold, non-GAAP gross margin, non-GAAP operating expenses,
non-GAAP operating income, non-GAAP interest expense, non-GAAP other (income) expense, non-GAAP
(loss) income from continuing operations and non-GAAP basic and diluted (loss) income per share
from continuing operations, on a basis consistent with our historical presentation to assist
investors in understanding our core results of operations on an on-going basis. These non-GAAP
financial measures also enhance comparisons of our core results of operations with historical
periods. We are providing these non-GAAP financial measures to investors to enable them to perform
additional financial analysis and because it is consistent with the financial models and estimates
published by analysts who follow our company. Management believes that these are important
measures in the evaluation of our results of operations. Investors should consider non-GAAP
financial measures in addition to, and not as a substitute for, or superior to, measures of
financial performance prepared in accordance with GAAP. The non-GAAP financial measures presented
by us may be different than non-GAAP financial measures presented by other companies.
GAAP Guidance:
We do not present GAAP guidance due to our inability to project (i) future market prices of the
common stock of a third party underlying a derivative financial instrument, (ii) realized gains or
losses from the sale of equity securities in third parties, and (iii) the financial results of
investments accounted for using the equity method of accounting.
CONEXANT SYSTEMS, INC.
Condensed Consolidated Balance Sheets
(unaudited, in thousands)
(unaudited, in thousands)
December 31, | October 1, | |||||||
2010 | 2010 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 79,606 | $ | 54,466 | ||||
Marketable securities |
20,028 | 20,059 | ||||||
Receivables, net |
24,500 | 31,463 | ||||||
Inventories, net |
7,884 | 8,747 | ||||||
Other current assets |
12,141 | 14,690 | ||||||
Current assets held for sale |
| 13,059 | ||||||
Total current assets |
144,159 | 142,484 | ||||||
Property, plant and equipment, net |
5,505 | 6,080 | ||||||
Goodwill |
109,908 | 109,908 | ||||||
Other assets |
40,507 | 47,372 | ||||||
Total assets |
$ | 300,079 | $ | 305,844 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Short-term debt, net of debt discount of $96 and $240 |
11,122 | 10,978 | ||||||
Accounts payable |
11,583 | 12,516 | ||||||
Accrued compensation and benefits |
6,616 | 7,682 | ||||||
Other current liabilities |
32,258 | 31,836 | ||||||
Total current liabilities |
61,579 | 63,012 | ||||||
Long-term debt, net of debt discount of $1,376 and $1,457 (Note 2) |
173,624 | 173,543 | ||||||
Other liabilities |
61,029 | 57,197 | ||||||
Total liabilities |
296,232 | 293,752 | ||||||
Shareholders equity |
3,847 | 12,092 | ||||||
Total liabilities and shareholders equity |
$ | 300,079 | $ | 305,844 | ||||
Selected Other Data
(unaudited, in thousands)
(unaudited, in thousands)
Fiscal Quarter Ended | ||||||||||||
December 31, | October 1, | January 1, | ||||||||||
2010 | 2010 | 2010 | ||||||||||
Revenues By Region: |
||||||||||||
Americas |
$ | 3,393 | $ | 4,313 | $ | 3,994 | ||||||
Asia-Pacific |
42,372 | 51,578 | 56,805 | |||||||||
Europe, Middle East and Africa |
345 | 424 | 1,014 | |||||||||
$ | 46,110 | $ | 56,315 | $ | 61,813 | |||||||
Cash Flow Data: |
||||||||||||
Depreciation of PP&E |
$ | 638 | $ | 763 | $ | 1,067 | ||||||
Capital expenditures |
$ | 354 | $ | 1,205 | $ | 219 | ||||||
Cash provided by (used in) Operations |
$ | 3,466 | $ | (1,802 | ) | $ | 10,205 |