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Spursh Parikh
www.sererra.com
Mindspeed
Technologies, Inc. (NASDAQ: MSPD), a leading supplier of
semiconductor solutions for communications infrastructure applications,
today reported results for its fiscal first quarter of 2013. For the
quarter ended December 28, 2012, Mindspeed recorded net revenues of
$44.4 million and earnings per share of $0.14 on a non-GAAP basis, or
$0.03 on a GAAP basis. The non-GAAP results include the benefit of the
$6.0 million sale of non-core intellectual property. Net product revenue
for the quarter was $38.4 million.
Product revenue from high-performance analog (HPA) products was $19.2
million, or 50 percent of fiscal first quarter 2013 product revenue, and
increased eight percent sequentially from the prior quarter, marking
another quarter of record revenue from this product line. Product
revenue from communications processors was $14.6 million, or 38 percent
of total product revenue, and was up four percent sequentially. This
included $9.5 million of the former communications convergence
processing (CCP) product revenue, excluding wireless, and $5.1 million
of wide area networking (WAN) product revenue. Wireless infrastructure
revenue contributed $4.6 million in the quarter, or 12 percent of total
product revenue, and was up four percent sequentially from the prior
quarter. A comparison to past reporting practices is available in the
accompanying financial data.
Non-GAAP operating income for the fiscal first quarter of 2013 was $7.4
million, compared to a non-GAAP operating loss of $2.0 million in the
prior fiscal quarter. This included the benefit of the $6 million
non-core intellectual property sale. GAAP operating income for the
fiscal first quarter of 2013 was $2.5 million, compared to a GAAP
operating loss of $6.1 million in the prior fiscal quarter. Non-GAAP net
income for the fiscal first quarter of 2013 was $6.2 million, or $0.14
per share, compared to a non-GAAP net loss of $2.6 million, or $0.07 per
share, in the prior quarter. GAAP net income in the fiscal first quarter
of 2013 was $1.1 million, or $0.03 per share, compared to a GAAP net
loss of $6.1 million, or $0.15 per share, in the prior quarter.
Excluding the $6.0 million non-core intellectual property sale, non-GAAP
operating income was $1.4 million and non-GAAP net income was $180,000.
Non-GAAP results exclude stock-based compensation and related payroll
costs, restructuring charges, amortization of acquired intangible
assets, non-cash interest expense on convertible senior notes and asset
impairment, among other items. Reconciliations of the non-GAAP measures
to GAAP measures are included in the accompanying financial data.
“I’m pleased to report that we reached the important milestone of
operating profitability,” commented Raouf Y. Halim, Mindspeed’s chief
executive officer. “As we transition to higher growth markets in
high-performance analog solutions, communications processors and small
cell wireless infrastructure, including the current ramp in 4G/LTE
deployments, we have built a solid foundation for continued future
profitable growth.”
Outlook
Mindspeed forecasts total net product revenue in the fiscal second
quarter of 2013 to be approximately flat to up or down 2% versus total
net product revenue in the fiscal first quarter of 2013. The company
expects fiscal second quarter of 2013 non-GAAP gross margin to be
between 60-61 percent and anticipates non-GAAP operating expenses to be
approximately $22 million in the fiscal second quarter of 2013.
Fiscal First Quarter 2013 Conference Call
Mindspeed will conduct a conference call announcing its fiscal first
quarter of 2013 results today at 2:00 p.m. Pacific Time / 5:00 p.m.
Eastern Time. To listen to the conference call via telephone, call
877-303-3204 (domestic) or 253-237-1154 (international); password:
Mindspeed. To listen via the Internet, please visit the Investors
section of Mindspeed's web site at http://www.mindspeed.com.
A replay of the conference call will be available via telephone for a
period of five days, beginning one hour after the conference call
concludes by calling 855-859-2056 (domestic) or 404-537-3406
(international). Conference ID # 87096941 is required to access the
replay. The replay will also be available in the Investors section of
Mindspeed's web site at http://www.mindspeed.com
for a period of thirty days after the call.
About Mindspeed Technologies
Mindspeed Technologies (NASDAQ: MSPD) is a leading provider of network
infrastructure semiconductor solutions to the communications industry.
The company's low-power system-on-chip (SoC) products are helping to
drive video, voice and data applications in worldwide fiber-optic
networks and enable advanced processing for 3G and long-term evolution
(LTE) mobile networks. The company's high-performance analog products
are used in a variety of optical, enterprise, industrial and video
transport systems. Mindspeed's products are sold to original equipment
manufacturers (OEMs) around the globe.
We provide non-GAAP measures as a supplement to financial results based
on GAAP. A detailed reconciliation of the non-GAAP results to the most
directly comparable GAAP measures is set forth below under the heading
“Reconciliation of Non-GAAP Measures to GAAP Measures.” Investors are
encouraged to review the accompanying press release reconciliations. We
believe the presentation of non-GAAP measures provides investors with
additional insight into underlying operating results and prospects for
the future by excluding asset impairments, stock-based compensation and
related payroll costs, profit in acquired inventory, amortization of
acquired intangible assets, non-recurring legal and settlement costs,
employee separation costs, acquisition-related costs, integration costs,
revaluation of contingent consideration, restructuring charges and/or
non-cash interest expense on our convertible senior notes. We have
historically reported similar financial measures and believe that the
inclusion of comparative numbers provides consistency in our financial
reporting.
We also discuss certain non-GAAP measures excluding patent sales as a
supplement to financial results based on GAAP. The sale of patents in
the fiscal first quarter of 2013 impacted our net revenue, gross margin,
operating income and net income. Information needed to reconcile our
non-GAAP financial measures excluding the impact of patent sales is
provided within the text of our earnings release. Non-GAAP net income is
also referred to in this earnings release as net profitability.
We use non-GAAP gross margin, research and development expenses,
selling, general and administrative expenses, operating expenses,
operating income, other expense, net, net income and net income per
share internally to evaluate our operating performance and to determine
certain components of management compensation. In addition, we use these
non-GAAP measures for internal budgets and forecasts. We believe that
these non-GAAP measures can be useful to investors in allowing for
greater transparency with respect to supplemental information used by
management in its financial and operational decision making.
We exclude stock-based compensation and related payroll costs and
non-cash interest expense on our convertible senior notes from non-GAAP
measures because we believe that excluding these costs can enhance the
understanding of our performance. We exclude profit in acquired
inventory to facilitate comparability of gross profit between periods
and to better reflect continuing operations of the acquired company. We
exclude asset impairments, employee separation costs, non-recurring
legal and settlement costs, restructuring charges, acquisition-related
costs, and integration costs because they include significant discrete
items that may not be indicative of our ongoing operations or economic
performance.
We do not provide forward-looking GAAP measures or a reconciliation of
the forward-looking non-GAAP measures to GAAP measures because of our
inability to project restructuring charges, employee separation costs
and stock-based compensation and related payroll costs.
The non-GAAP financial measures we provide have certain limitations
because they do not reflect all of the costs associated with the
operation of our business as determined in accordance with GAAP. The
non-GAAP measures are in addition to, and not a substitute for, or
superior to, measures of financial performance prepared in accordance
with GAAP and may be different from non-GAAP measures used by other
companies. We endeavor to compensate for the limitations of these
non-GAAP measures by providing GAAP financial statements, descriptions
of the reconciling items and a reconciliation of the non-GAAP measures
to the most directly comparable GAAP measures so that investors can
appropriately incorporate the non-GAAP measures and their limitations
into their analyses. For complete information on asset impairments,
stock-based compensation and related payroll costs, profit in acquired
inventory, amortization of acquired intangible assets, non-recurring
legal and settlement costs, employee separation costs, restructuring
charges, acquisition-related costs, integration costs, revaluation of
contingent consideration and non-cash interest expense on our
convertible senior notes, please see our financial statements and
“Management’s Discussion and Analysis of Results of Operations and
Financial Condition” that will be included in the periodic report we
expect to file with the SEC with respect to the financial periods
discussed herein.
Safe Harbor Statement
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such
statements include statements regarding our expectations, goals or
intentions, including, but not limited to: our current assessment of the
demand environment and trends in our target markets, including the HPA
and small cell basestation markets; and our current expectations for
fiscal second quarter 2013 net product revenue, non-GAAP gross margin
and non-GAAP operating expenses. These forward-looking statements are
based on management's current expectations, estimates, forecasts and
projections and are subject to risks and uncertainties that could cause
actual results and events to differ materially from those stated in the
forward-looking statements. Our business is subject to numerous risks
and uncertainties that could adversely affect investors in our
securities, including fluctuations in our operating results and the
potential for future operating losses; loss of or diminished demand from
one or more key distributors; our ability to successfully develop and
introduce new products; pricing pressures; our ability to maintain
operating profitability; our ability to successfully integrate acquired
businesses and products, including with respect to our acquisition of
Picochip; and the potential for intellectual property or other
litigation. Additional risks and uncertainties that could cause our
actual results to differ from those set forth in any forward-looking
statements are discussed in more detail under the caption “Risk Factors”
in our Annual Report on Form 10-K for the fiscal year ended September
28, 2012, our most recent Quarterly Report on Form 10-Q and our future
filings with the SEC.
MINDSPEED TECHNOLOGIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
Three Months Ended
December 28,
September 28,
December 30,
2012
2012
2011
Net revenue:
Products
$
38,394
$
36,264
$
33,842
Intellectual property
6,000
-
90
Total net revenue
44,394
36,264
33,932
Cost of goods sold (a)
15,094
15,253
14,219
Gross margin
29,300
21,011
19,713
Operating expenses:
Research and development (a)
15,597
16,519
15,008
Selling, general and administrative (a)
9,610
9,901
10,130
Restructuring charges
1,572
703
-
Total operating expenses
26,779
27,123
25,138
Operating income/(loss)
2,521
(6,112
)
(5,425
)
Other expense/(income), net
1,373
(22
)
85
Income/(loss) before income taxes
1,148
(6,090
)
(5,510
)
Provision/(benefit) for income taxes
71
(28
)
88
Net income/(loss)
$
1,077
$
(6,062
)
$
(5,598
)
Net income/(loss) per share:
Basic
$
0.03
$
(0.15
)
$
(0.17
)
Diluted
$
0.03
$
(0.15
)
$
(0.17
)
Weighted-average number of shares used in per share computation:
Basic
39,497
39,169
32,900
Diluted
40,058
39,169
32,900
(a) Includes stock-based compensation expense and related payroll
costs.
MINDSPEED TECHNOLOGIES, INC.
Reconciliation of Non-GAAP Measures to GAAP Measures
(unaudited, in thousands, except per share amounts)
Three Months Ended
December 28,
September 28,
December 30,
2012
2012
2011
Reconciliation of Non-GAAP Gross Margin to GAAP Gross Margin
Non-GAAP gross margin
$
29,604
$
21,372
$
19,670
Items excluded from non-GAAP gross margin:
Stock-based compensation and related payroll costs
45
91
(43
)
Profit in acquired inventory (b)
-
24
-
Amortization of acquired intangible assets (c)
247
246
-
Employee separation costs (d)
12
-
-
Gross margin
$
29,300
$
21,011
$
19,713
Reconciliation of Non-GAAP Research and Development Expenses to
GAAP Research and Development Expenses
Non-GAAP research and development expenses
$
14,500
$
15,554
$
14,338
Items excluded from non-GAAP research and development expenses:
Asset impairment (e)
135
-
-
Stock-based compensation and related payroll costs
918
942
670
Employee separation costs (d)
44
23
-
Research and development expenses
$
15,597
$
16,519
$
15,008
Reconciliation of Non-GAAP Selling, General and Administrative
Expenses to GAAP Selling, General and Administrative Expenses
Non-GAAP selling, general and administrative expenses
$
7,656
$
7,808
$
7,639
Items excluded from non-GAAP selling, general and administrative
expenses:
Stock-based compensation and related payroll costs
1,721
850
1,567
Amortization of acquired intangible assets (c)
104
104
-
Non-recurring legal and settlement costs
117
715
-
Employee separation costs (d)
-
169
(19
)
Integration costs (f)
-
226
-
Acquisition related costs (g)
12
29
943
Selling, general and administrative expenses
$
9,610
$
9,901
$
10,130
Reconciliation of Non-GAAP Operating Expenses to GAAP Operating
Expenses
Non-GAAP operating expenses
$
22,156
$
23,362
$
21,977
Items excluded from non-GAAP operating expenses:
Asset impairments (e)
135
-
-
Stock-based compensation and related payroll costs
2,639
1,791
2,237
Acquisition related costs (g)
12
29
943
Restructuring charges
1,572
704
-
Amortization of acquired intangible assets (c)
104
104
-
Non-recurring legal and settlement costs
117
715
-
Employee separation costs (d)
44
192
(19
)
Integration costs (f)
-
226
-
Operating expenses
$
26,779
$
27,123
$
25,138
Reconciliation of Non-GAAP Operating Income to GAAP Operating
Income/(Loss)
Non-GAAP operating income
$
7,448
$
(1,990
)
$
(2,307
)
Items excluded from non-GAAP operating income/(loss):
Asset impairment (e)
135
-
-
Stock-based compensation and related payroll costs
2,684
1,882
2,194
Acquisition related costs (g)
12
29
943
Restructuring charges
1,572
704
-
Profit in acquired inventory (b)
-
24
-
Amortization of acquired intangible assets (c)
351
350
-
Non-recurring legal and settlement costs
117
715
-
Employee separation costs (d)
56
192
(19
)
Integration costs (f)
-
226
-
Operating income/(loss)
$
2,521
$
(6,112
)
$
(5,425
)
MINDSPEED TECHNOLOGIES, INC.
Reconciliation of Non-GAAP Measures to GAAP Measures
(unaudited, in thousands, except per share amounts)
Three Months Ended
December 28,
September 28,
December 30,
2012
2012
2011
Reconciliation of Non-GAAP Other Expense, Net to GAAP Other
Expense, Net
Non-GAAP other expense, net
$
1,197
$
663
$
(17
)
Items excluded from non-GAAP other income/(expense), net:
Revaluation of contingent consideration
(10
)
(885
)
-
Non-cash interest expense on convertible senior notes (h)
186
200
102
Other expense, net
$
1,373
$
(22
)
$
85
Reconciliation of Non-GAAP Net Income to GAAP Net Income/(Loss)
Non-GAAP net income
$
6,180
$
(2,625
)
$
(2,378
)
Items excluded from non-GAAP net income:
Asset impairment (e)
135
-
-
Stock-based compensation and related payroll costs
2,684
1,882
2,194
Acquisition related costs (g)
12
29
943
Restructuring charges
1,572
704
-
Profit in acquired inventory (b)
-
24
-
Amortization of acquired intangible assets (c)
351
350
-
Non-recurring legal and settlement costs
117
715
-
Employee separation costs (d)
56
192
(19
)
Integration costs (f)
-
226
-
Revaluation of contingent consideration
(10
)
(885
)
-
Non-cash interest expense on convertible senior notes (h)
186
200
102
Net income/(loss)
$
1,077
$
(6,062
)
$
(5,598
)
Reconciliation of Non-GAAP Net Income Per Share to GAAP Net
Income/(Loss) Per Share
Net income per share, basic:
Non-GAAP net income
$
0.16
$
(0.07
)
$
(0.07
)
Adjustments
(0.13
)
(0.08
)
(0.10
)
Net income/(loss)
$
0.03
$
(0.15
)
$
(0.17
)
Net income per share, diluted:
Non-GAAP net income
$
0.14
$
(0.07
)
$
(0.07
)
Adjustments
(0.11
)
(0.08
)
(0.10
)
Net income/(loss)
$
0.03
$
(0.15
)
$
(0.17
)
Reconciliation of Shares used in Non-GAAP diluted shares to GAAP
diluted shares
Non-GAAP diluted shares
51,428
39,169
32,900
The effect of dilutive potential common shares due to reporting
Non-GAAP net income (i)
(11,370
)
-
-
GAAP diluted shares
40,058
39,169
32,900
(b) Profit in acquired inventory results from purchase-accounting
adjustments which increase the value of inventory acquired to its
fair value. As the acquired inventory is sold, the associated profit
in acquired inventory increases cost of goods sold and reduces gross
profit.
(c) Amortization of acquired intangible assets reflects amortization
expense on intangible assets recorded in conjunction with the
picoChip acquisition.
(d) Employee separation costs consist of severance benefits payable
to certain former employees of the Company as a result of
organizational changes.
(e) Asset impairment includes the write-off of software tools no
longer in use.
(f) Integration costs represent costs incurred related to the
transition of picoChip to a wholly owned subsidiary of Mindspeed.
(g) Acquisition-related costs are professional fees incurred related
to the acquision of picoChip.
(h) Non-cash interest expense on convertible senior notes represents
the amortization of debt discounts recorded in accordance with FASB
ASC 470-20, related to the Company's 6.50% and 6.75% convertible
senior notes.
(i) Diluted shares include shares that would be issued from the
company's 6.5% and 6.75% convertible notes, calculated using the "if
converted" method.
MINDSPEED TECHNOLOGIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(unaudited, in thousands)
December 28,
September 28,
2012
2012
ASSETS
Current Assets
Cash and cash equivalents
$
51,137
$
49,098
Receivables, net
16,649
14,527
Inventories
9,199
10,482
Prepaid expenses and other current assets
5,300
10,497
Total current assets
82,285
84,604
Property, plant and equipment, net
17,510
16,031
Intangible assets, net
36,165
35,351
Goodwill
57,110
57,110
Other assets
4,190
4,000
Total assets
$
197,260
$
197,096
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable
$
8,371
$
9,262
Accrued compensation and benefits
5,363
6,401
Deferred income on sales to distributors
3,606
4,396
Deferred revenue
1,661
2,338
Line of credit - short term
5,521
5,511
Short term debt
15,866
15,384
Contingent consideration
1,866
1,876
Other current liabilities
9,589
10,661
Total current liabilities
51,843
55,829
Line of credit – long term
8,000
8,000
Long-term debt
44,470
44,765
Other liabilities
6,853
6,767
Total liabilities
111,166
115,361
Stockholders' equity
86,094
81,735
Total liabilities and stockholders' equity
$
197,260
$
197,096
MINDSPEED TECHNOLOGIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Three Months Ended
December 28,
December 30,
2012
2011
Cash Flows From Operating Activities
Net income/(loss)
$
1,077
$
(5,598
)
Adjustments required to reconcile net income/(loss) to net cash
provided by operating activities:
Depreciation and amortization of property, plant and equipment
1,553
1,513
Amortization of license agreements
659
643
Amortization of intangibles
351
-
Restructuring charges
1,471
-
Stock-based compensation
2,671
2,150
Inventory provisions
367
699
Amortization of debt discount on convertible debt
244
144
Other non-cash items, net
125
(93
)
Changes in assets and liabilities, net of acquisitions:
Receivables
(2,193
)
(590
)
Inventories
916
2,428
Current deferred tax asset
-
-
Other assets, net
5,012
854
Accounts payable
(909
)
(1,009
)
Deferred income on sales to distributors
(790
)
8
Restructuring charges
(909
)
(528
)
Accrued compensation and benefits
(1,134
)
(2,481
)
Accrued expenses and other current liabilities
(1,667
)
1,627
Other liabilities, net
182
(113
)
Net cash provided by/(used in) operating activities
7,026
(346
)
Cash Flows From Investing Activities
Purchases of property, plant and equipment
(3,032
)
(1,570
)
Payments under license agreements
(2,477
)
(1,111
)
Net cash used in investing activities
(5,509
)
(2,681
)
Cash Flows From Financing Activities
Payments made on capital lease obligations
(67
)
(173
)
Borrowings under line of credit
1,250
-
Payments made on line of credit
(1,240
)
-
Repurchase of restricted stock for income tax withholding
(216
)
(264
)
Proceeds from equity compensation programs
770
992
Net cash provided by financing activities
497
555
Effect of foreign currency exchange rates on cash
25
6
Net increase/ (decrease) in cash and cash equivalents
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