Drmicrocap
10年前
Microsemi Corporation to Acquire Vitesse Semiconductor Corporation
-- Expands differentiated technology offering for strategic communication infrastructure applications and customers
-- Increases traction in carrier, enterprise and industrial-IoT markets enabling broader solution sale
-- Delivers immediate EPS accretion and synergies
PR Newswire Microsemi Corporation; Vitesse Semiconductor Corporation
March 18, 2015 7:00 AM
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ALISO VIEJO, Calif. and CAMARILLO, Calif., March 18, 2015 /PRNewswire/ -- Microsemi Corporation (MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, and Vitesse Semiconductor Corporation (VTSS), jointly announced today that Microsemi has entered into a definitive agreement to acquire Vitesse for $5.28 per share through a cash tender offer, representing a premium of 32 percent based on the average closing price of Vitesse's shares of common stock during the 30 trading days ended March 17, 2015. The board of directors of Vitesse unanimously recommends that Vitesse's stockholders tender their shares in the tender offer. The total transaction value is approximately $389 million.
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.Microsemi Corporation
Headquartered in Camarillo, California, Vitesse designs a diverse portfolio of high-performance semiconductors, application software, and integrated turnkey systems solutions for carrier, enterprise and Internet of Things (IoT) networks worldwide. Vitesse's products enable the fastest-growing network infrastructure markets including mobile access/IP edge, enterprise cloud access, and industrial-IoT networking.
"This acquisition is further evidence of Microsemi's continuing commitment to grow as a communications semiconductor company," stated James J. Peterson, Microsemi chairman and CEO. "Vitesse's highly complementary technology suite will expand our product offering and accelerate growth with differentiated technology in emerging markets, while benefitting from the increased scale, consolidated infrastructure and cost savings of the combined entity."
"The proposed acquisition of Vitesse by Microsemi will create a powerful combination," said Chris Gardner, Vitesse's chief executive officer. "I believe Microsemi will be able to leverage Vitesse's Ethernet technology and capabilities further into the communications market and has the scale to implement the adoption of our industrial IoT strategy."
Microsemi expects significant synergies from this transaction and expects to see immediate accretion in the first full quarter of completion. Based on current assumptions, Microsemi expects the acquisition to be $0.16 to $0.20 per share accretive in its first full fiscal year ending September 30, 2016.
As of this date, Microsemi remains comfortable with its Jan. 22, 2015 non-GAAP guidance for its second fiscal quarter of 2015, ending March 29, 2015. Microsemi currently intends to announce its second fiscal quarter results on April 23, 2015. Further details will be forthcoming.
Tender Offer and Closing
Under the terms of the definitive acquisition agreement, Microsemi will commence a cash tender offer to acquire Vitesse's outstanding shares of common stock at $5.28 per share, net to each holder in cash. Upon satisfaction of the conditions to the tender offer and after such time as all shares tendered in the tender offer are accepted for payment, the agreement provides for the parties to effect, as promptly as practicable, a merger which would result in all shares not tendered in the tender offer being converted into the right to receive $5.28 per share in cash. The tender offer is subject to customary conditions, including the tender of at least a majority of the outstanding shares of Vitesse's common stock on a modified fully diluted basis and certain regulatory approvals, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and is expected to close in Microsemi's fiscal third quarter, ending June 28, 2015. No approval of the stockholders of Microsemi is required in connection with the proposed transaction. Terms of the agreement were unanimously approved by the boards of directors of both Microsemi and Vitesse. Microsemi has received support agreements from Vitesse stockholders holding approximately 22 percent of Vitesse's outstanding common shares. Under the terms of the support agreements, these stockholders have agreed to tender their shares in the tender offer.
Under the terms of the merger agreement, Vitesse may solicit superior proposals from third parties for a "go shop" period of 21 calendar days continuing through April 7, 2015. It is not anticipated that any developments will be disclosed with regard to this process unless and until Vitesse's board of directors makes a decision to pursue a potential superior proposal. Deutsche Bank will assist Vitesse with its go shop process. There are no guarantees that this process will result in a superior proposal. The merger agreement provides Microsemi with a customary right to match a superior proposal. The agreement also provides for certain break-up fees payable to Microsemi in connection with the termination of the agreement in certain circumstances.
BofA Merrill Lynch is providing customary committed debt financing for the acquisition. BofA Merrill Lynch and RBC Capital Markets acted as financial advisors, and O'Melveny & Myers LLP is acting as legal adviser to Microsemi. Deutsche Bank and Needham & Company are acting as financial advisors and Stubbs Alderton & Markiles, LLP is acting as legal advisor to Vitesse.
Webcast
Microsemi is hosting an analyst day today in New York, and will briefly address details of the transaction at that event. A live webcast and the accompanying presentation relating to the transaction will be available in the "Investors" section of Microsemi's website at www.microsemi.com.
Webcast date: March 18, 2015
Time: 9-11:30 a.m. EDT
Webcast link: http://investor.microsemi.com/Microsemi-s-Analyst-Day-2015
A replay of the company's analyst day webcast will also be available in the "Investors" section of Microsemi's website.
About Microsemi
Microsemi Corporation (MSCC) offers a comprehensive portfolio of semiconductor and system solutions for communications, defense & security, aerospace and industrial markets. Products include high-performance and radiation-hardened analog mixed-signal integrated circuits, FPGAs, SoCs and ASICs; power management products; timing and synchronization devices and precise time solutions, setting the world's standard for time; voice processing devices; RF solutions; discrete components; security technologies and scalable anti-tamper products; Power-over-Ethernet ICs and midspans; as well as custom design capabilities and services. Microsemi is headquartered in Aliso Viejo, Calif., and has approximately 3,400 employees globally. Learn more at www.microsemi.com.
Microsemi and the Microsemi logo are registered trademarks or service marks of Microsemi Corporation and/or its affiliates. Third-party trademarks and service marks mentioned herein are the property of their respective owners.
About Vitesse
Vitesse (VTSS) designs a diverse portfolio of high-performance semiconductors, application software, and integrated turnkey systems solutions for Carrier, Enterprise and Internet of Things (IoT) networks worldwide. Vitesse products enable the fastest-growing network infrastructure markets including Mobile Access/IP Edge, Cloud Access and Industrial-IoT Networking. Visit www.vitesse.com or follow us on Twitter @VitesseSemi.
Vitesse is a registered trademark of Vitesse Semiconductor Corporation in the United States and other jurisdictions. All other trademarks or registered trademarks mentioned herein are the property of their respective holders.
Microsemi Safe Harbor Statement
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements based on current expectations or beliefs, as well as a number of assumptions about future events, and these statements are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The reader is cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties and other factors, many of which are outside the control of Microsemi and Vitesse. The forward-looking statements in this release address a variety of subjects including, for example, the expected date of closing of the acquisition, the potential benefits of the merger, including the potentially accretive and synergistic benefits, Microsemi's revenue and earnings guidance, and any other statements of belief or about the Microsemi's plans, beliefs or expectations. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risk that Vitesse's business will not be successfully integrated with Microsemi's business or complement its products, including product mix and acceptance, gross margins and operational and other cost synergies; costs associated with the merger, tender offer and financing; the unsuccessful completion of the tender offer; matters arising in connection with the parties' efforts to comply with and satisfy applicable regulatory approvals and closing conditions relating to the transaction; increased competition and technological changes in the industries in which Microsemi and Vitesse compete; Microsemi's reliance on government contracts for a portion of its sales, including impacts of any federal government shutdown; Microsemi's failure to continue to move up the value chain in its customer offerings; negative or worsening worldwide economic conditions or market instability; downturns in the highly cyclical semiconductor industry; intense competition in the semiconductor industry and resultant downward price pressure; inability to develop new technologies and products to satisfy changes in customer demand or the development by the company's competitors of products that decrease the demand for Microsemi's products; unfavorable or declining conditions in end markets; inability of Microsemi's compound semiconductor products to compete successfully with silicon-based products; production delays related to new compound semiconductors; variability of the company's manufacturing yields; the concentration of the factories that service the semiconductor industry; delays in beginning production, implementing production techniques, resolving problems associated with technical equipment malfunctions, or issues related to government or customer qualification of facilities; potential effects of system outages; the effect of events such as natural disasters and related disruptions on our operations; inability by Microsemi to fulfill customer demand and resulting loss of customers; variations in customer order preferences; difficulties foreseeing future demand; rises in inventory levels and inventory obsolescence; potential non-realization of expected orders or non-realization of backlog; failure to make sales indicated by the company's book-to-bill ratio; risks related to the company's international operations and sales, including availability of transportation services, political instability and currency fluctuations; increases in the costs of credit and the availability of credit or additional capital only under more restrictive conditions or not at all; unanticipated changes in Microsemi's tax provisions, results of tax examinations or exposure to additional income tax liabilities; changes in generally accepted accounting principles; principal, liquidity and counterparty risks related to Microsemi's holdings in securities; environmental or other regulatory matters or litigation, or any matters involving contingent liabilities or other claims; the uncertainty of litigation, the costs and expenses of litigation, the potential material adverse effect litigation could have on Microsemi's business and results of operations if an adverse determination in litigation is made, and the time and attention required of management to attend to litigation; uncertainty as to the future profitability of acquired businesses, and delays in the realization of, or the failure to realize, any accretion from acquisition transactions; any circumstances that adversely impact the end markets of acquired businesses; and difficulties in closing or disposing of operations or assets or transferring work, assets or inventory from one plant to another. In addition to these factors and any other factors mentioned elsewhere in this news release, the reader should refer as well to the factors, uncertainties or risks identified in the company's most recent Form 10-K and all subsequent Form 10-Q reports filed by Microsemi with the SEC. Additional risk factors may be identified from time to time in Microsemi's future filings. The forward-looking statements included in this release speak only as of the date hereof, and Microsemi does not undertake any obligation to update these forward-looking statements to reflect subsequent events or circumstances. Guidance is provided only on a non-GAAP basis due to the inherent difficulty of forecasting the timing or amount of certain items that have been excluded from the forward-looking non-GAAP measures, and a reconciliation to the comparable GAAP guidance has not been provided because certain factors that are materially significant to Microsemi's ability to estimate the excluded items are not accessible or estimable on a forward-looking basis.
Vitesse Safe Harbor Statement
Certain statements either contained in or incorporated by reference into this press release, other than purely historical information, including estimates, projections and statements relating to Vitesse's business plans and objectives, and the assumptions upon which those statements are based, are "forward-looking statements." These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "believes," "plans," "anticipates," "projects," "estimates," "expects," "intends," "strategy," "future," "opportunity," "may," "will," "should," "could," "potential," or similar expressions. Such forward-looking statements include the ability of Vitesse and Microsemi to complete the transactions contemplated by the merger agreement, including the parties' ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the merger agreement and the possibility of any termination of the merger agreement. The forward-looking statements contained in this release are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Actual results may differ materially from current expectations because of risks associated with uncertainties as to the timing of the tender offer and the subsequent merger; uncertainties as to how many of Vitesse's stockholders will tender their shares in the tender offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the tender offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the tender offer or the merger; the effects of disruption from the transactions contemplated by the merger agreement on Vitesse's business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the risk that stockholder litigation in connection with the tender offer or the merger may result in significant costs of defense, indemnification and liability; other uncertainties pertaining to the business of Vitesse, including those set forth in Vitesse's filings with the SEC, especially in "Item 1A. Risk Factors" of Vitesse's Annual Report on Form 10-K for the year ended September 30, 2014 filed with the SEC on December 4, 2014 and in other periodic reports and filings with the SEC from time to time, including Vitesse's Quarterly Reports on Form 10-Q. The reader is cautioned not to unduly rely on these forward-looking statements. Vitesse expressly disclaims any intent or obligation to update or revise publicly these forward-looking statements except as required by law.
Notice to Investors
The tender offer for the outstanding shares of common stock of Vitesse has not yet commenced. This press release is for informational purposes only and no statement in this press release is an offer to purchase or a solicitation of an offer to sell securities. At the time the tender offer is commenced, Microsemi Corporation and a wholly-owned subsidiary of Microsemi Corporation will file a tender offer statement on Schedule TO with the Securities and Exchange Commission, and Vitesse will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Such materials will be made available to Vitesse's stockholders at no expense to them. In addition, such materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC's Web site: www.sec.gov.
VTSS-F
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.Microsemi Corporation to Acquire Vitesse Semiconductor Corporation
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Drmicrocap
10年前
Vitesse Reports First Quarter Fiscal Year 2015 Results
• Revenues of $24.8 million
• New product revenue of $16.2 million, representing 82% year-to-year growth and 68% of total product revenue in the quarter
• Opportunities created at new customers were double the rate of fiscal year 2014
• Record pace for design wins, IoT wins representing 40% of total
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Business Wire
Vitesse Semiconductor Corporation
February 3, 2015 4:00 PM
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CAMARILLO, Calif.--(BUSINESS WIRE)--
Vitesse Semiconductor Corporation (VTSS), a leading provider of IC solutions to advance “Ethernet Everywhere” in Carrier, Enterprise and Internet of Things (IoT) networks, reported its financial results for the first quarter fiscal year 2015, ended December 31, 2014.
“New product revenue continues on a solid trajectory reaching $16.2 million in the quarter, up 82% on a year to year basis. New products now represent 68% of our total product revenue,” said Chris Gardner, CEO of Vitesse. “Our customer profile continues to grow and evolve as our position strengthens in new, adjacent markets such as IoT and storage, which are literally reshaping our business and expanding our market opportunity. Our expanded sales team dramatically increased both opportunities and design wins, more than doubling the number of new customers in the pipeline, setting us on pace for another record year. As Ethernet propagates into new markets, our total addressable market will triple from approximately $1 billion today to over $3 billion by 2020.”
“As anticipated, we saw a meaningful decrease in revenue from our legacy products in the first quarter and expect another smaller decline in the second quarter. These declines will be more than offset by new product revenue growth of 50% to 75% for the full fiscal year. We continue to manage expenses carefully as we move through the transition and remain on target to deliver gross product margins of 60% in fiscal year 2015. All told, the leading indicators of our business are strong and we are well positioned with the technology, products, market position, and customers to capitalize on the exciting growth opportunities we are seeing in the market.”
First Quarter Fiscal Year 2015 Financial Results Summary
• Total net revenues were $24.8 million, compared to $28.7 million in the fourth quarter of fiscal year 2014 and $27.1 million in the first quarter of fiscal year 2014. • Product revenues were $24.0 million, compared to $27.0 million in the fourth quarter of fiscal year 2014 and $24.9 million in the first quarter of fiscal year 2014. Revenues by market contributed the following as a percentage of product revenues as compared to the fourth quarter of fiscal year 2014: • Carrier networking products: 47.4% versus 45.1%
• Enterprise networking products: 43.7% versus 39.9%
• Industrial-IoT networking products: 8.9% versus 15.0%
• Intellectual property revenues totaled $0.8 million, compared to $1.7 million in the fourth quarter of fiscal year 2014 and $2.2 million in the first quarter of fiscal year 2014.
• Product margins were 58.1%, compared to 60.9% in the fourth quarter of fiscal year 2014 and 57.1% in the first quarter of fiscal year 2014. Total gross margins were 59.4%, compared to 63.1% in the fourth quarter of fiscal year 2014 and 60.6% in the first quarter of fiscal year 2014.
• Operating expenses were $18.9 million, compared to operating expenses of $18.8 million in the fourth quarter of fiscal year 2014 and $18.6 million in the first quarter of fiscal year 2014.
• Operating loss was $4.2 million, compared to operating loss of $0.7 million in the fourth quarter of fiscal year 2014 and $2.2 million in the first quarter of fiscal year 2014.
• Non-GAAP operating loss was $2.2 million, compared to non-GAAP operating income of $1.0 million in the fourth quarter of fiscal year 2014 and non-GAAP operating loss of $0.9 million in the first quarter of fiscal year 2014.
• Net loss was $5.0 million, or $0.07 per basic and fully diluted share. This compares to net loss of $2.5 million, or $0.04 per basic and fully diluted share, in the fourth quarter of fiscal year 2014, and net loss of $5.4 million, or $0.09 per basic and fully diluted share, in the first quarter of fiscal year 2014.
• Non-GAAP net loss was $3.1 million, or $0.04 per basic and fully diluted share, compared to non-GAAP net loss of $0.8 million, or $0.01 per basic and fully diluted share, for the fourth quarter of fiscal year 2014, and non-GAAP net loss of $2.4 million, or $0.04 per basic and fully diluted share, in the first quarter of fiscal year 2014.
Balance Sheet Data at December 31, 2014 as Compared to September 30, 2014
• Cash and restricted cash were $33.4 million, compared to $72.7 million, reflecting the $32.8 million debt repayment in October 2014.
• Accounts receivable was $10.1 million, compared to $10.9 million.
• Inventories were $15.7 million, compared to $12.8 million.
Financial Outlook
For the second quarter of fiscal year 2015, ending March 31, 2015, Vitesse expects revenues to be in the range of $24.0 million to $26.0 million and product margins to be between 58% and 61%. GAAP operating expenses are expected to be between $17.5 million and $18.5 million.
February 3, 2015 Conference Call Information
A conference call is scheduled for today, February 3, 2015, at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time to review financial results for the first quarter of fiscal year 2015. To listen to the conference call via telephone, dial 888.312.3048 (U.S. toll-free) or 719.325.2244 (International) and provide the passcode 8306732. Participants should dial in at least 10 minutes prior to the start of the call. To listen via the Internet, the webcast can be accessed through the investor section of the Vitesse corporate web site at www.vitesse.com.
The playback of the conference call will be available approximately two hours after the call concludes and will be accessible on the Vitesse corporate web site or by calling 877.870.5176 (U.S. toll-free) or 858.384.5517 (International) and entering the passcode 8306732. The audio replay will be available for seven days.
About Vitesse
Vitesse (VTSS) designs a diverse portfolio of high-performance semiconductors, application software, and integrated turnkey systems solutions for Carrier, Enterprise and Internet of Things (IoT) networks worldwide. Vitesse products enable the fastest-growing network infrastructure markets including Mobile Access/IP Edge, Enterprise Cloud Access, and Industrial-IoT Networking. Visit www.vitesse.com or follow us on Twitter @VitesseSemi.
Vitesse is a registered trademark of Vitesse Semiconductor Corporation in the United States and other jurisdictions. All other trademarks or registered trademarks mentioned herein are the property of their respective holders.
VTSS-F
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 that 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. Examples of forward-looking statements in this release include the Company’s financial outlook for its second quarter of fiscal year 2015, potential new markets for the Company’s products and size of addressable markets, and anticipated new product, design win and new customer growth in fiscal year 2015. 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. Factors and uncertainties that could affect the Company’s forward-looking statements include, among other things: identification of feasible new product initiatives, management of R&D efforts and the resulting successful development of new products and product platforms; acceptance by customers of the Company’s products; reliance on key suppliers; rapid technological change in the industries in which the Company operates; and competitive factors, including pricing pressures and the introduction by others of new products with similar or better functionality than the Company’s products. These and other risks are more fully described in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K that was filed on December 4, 2014, which should be read in conjunction herewith for a further discussion of important factors that could cause actual results to differ materially from those in the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Non-GAAP Measures
A non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. Other companies may use different non-GAAP measures and presentation of results.
We provide non-GAAP measures of non-GAAP operating expenses, non-GAAP income (loss) from operations and non-GAAP net income (loss) as a supplement to financial results based on GAAP operating expenses, GAAP income (loss) from operations and GAAP net income (loss). The Company believes that the additional non-GAAP measures are useful to investors for the purpose of financial analysis. We believe the presentation of non-GAAP measures provides investors with additional insight into underlying operating results and prospects for the future by excluding gains, losses and other charges that are considered by management to be outside of the Company’s core operating results. Management uses these measures internally to evaluate the Company’s in-period operating performance before taking into account these non-operating gains, losses and charges. In addition, the measures are used for planning and forecasting of the Company’s performance in future periods.
In deriving non-GAAP operating expenses from GAAP operating expenses, we exclude stock-based compensation charges and amortization of intangible assets. In deriving non-GAAP income (loss) from operations from GAAP income (loss) from operations, we exclude stock-based compensation charges and amortization of intangible assets. In deriving non-GAAP net income (loss) from GAAP net income (loss), we further exclude loss on extinguishment of debt. Stock-based compensation charges, amortization of intangible assets, and loss on extinguishment of debt represent charges that recur in amounts unrelated to the Company’s operations.
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. Non-GAAP operating expenses, non-GAAP income (loss) from operations and non-GAAP net income (loss) are in addition to, and are not a substitute for or superior to, operating expenses, income (loss) from operations and net income (loss), which are prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. A detailed reconciliation of the non-GAAP measures to the most directly comparable GAAP measure is set forth below. Investors are encouraged to review these reconciliations to appropriately incorporate the non-GAAP measures and the limitations of these measures into their analyses. For complete information on stock-based compensation, amortization of intangible assets, and loss on extinguishment of debt, please see our Form 10-Q for the quarterly period ended December 31, 2014 and Form 10-K for the year ended September 30, 2014.
VITESSE SEMICONDUCTOR CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEETS
December 31,
2014 September 30,
2014
(in thousands, except par value)
ASSETS
Current assets:
Cash $ 31,745 $ 71,903
Accounts receivable 10,081 10,850
Inventories 15,705 12,792
Restricted cash 1,608 794
Prepaid expenses and other current assets 2,170 1,047
Total current assets 61,309 97,386
Property, plant and equipment, net 2,913 2,858
Other intangible assets, net 1,811 1,476
Other assets 1,511 3,104
$ 67,544 $ 104,824
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 7,947 $ 6,814
Accrued expenses and other current liabilities 9,548 12,472
Current portion of debt, net — 32,727
Deferred revenue 6,302 4,902
Total current liabilities 23,797 56,915
Other long-term liabilities 225 234
Long-term debt, net 16,508 16,417
Convertible subordinated debt, net — —
Total liabilities 40,530 73,566
Stockholders’ equity:
Preferred stock, $0.01 par value: 10,000 shares authorized; no shares issued or outstanding — —
Common stock, $0.01 par value: 250,000 shares authorized; 68,426 and 67,703 shares outstanding at December 31, 2014 and September 30, 2014, respectively 684 677
Additional paid-in-capital 1,925,774 1,924,984
Accumulated deficit (1,899,444 ) (1,894,403 )
Total stockholders’ equity 27,014 31,258
$ 67,544 $ 104,824
VITESSE SEMICONDUCTOR CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months ended
December 31, September 30, December 31,
2014 2014 2013
Net revenues: (in thousands, except per share data)
Product revenues $ 23,969 $ 27,007 $ 24,863
Intellectual property revenues 786 1,664 2,220
Net revenues 24,755 28,671 27,083
Costs and expenses:
Cost of product revenues 10,053 10,571 10,676
Engineering, research and development 11,337 10,869 10,679
Selling, general and administrative 7,415 7,792 7,854
Amortization of intangible assets 100 93 88
Costs and expenses 28,905 29,325 29,297
Loss from operations (4,150 ) (654 ) (2,214 )
Other expense:
Interest expense, net 818 1,521 1,704
Loss on extinguishment of debt — — 1,594
Other, net 28 28 61
Other expense, net 846 1,549 3,359
Loss before income tax expense (benefit) (4,996 ) (2,203 ) (5,573 )
Income tax expense (benefit) 45 282 (202 )
Net loss $ (5,041 ) $ (2,485 ) $ (5,371 )
Net loss per common share - basic and diluted $ (0.07 ) $ (0.04 ) $ (0.09 )
Weighted average common shares outstanding - basic and diluted 67,974 67,580 57,610
VITESSE SEMICONDUCTOR CORPORATION
UNAUDITED RECONCILIATION OF GAAP RESULTS TO NON-GAAP RESULTS
Three Months Ended
December 31, September 30, December 31,
2014 2014 2013
(in thousands, except per share data)
UNAUDITED RECONCILIATION OF GAAP NET LOSS TO NON-GAAP NET LOSS
GAAP net loss $ (5,041 ) $ (2,485 ) $ (5,371 )
Adjustments:
Stock-based compensation charges 1,831 1,609 1,265
Amortization of intangible assets 100 93 88
Loss on extinguishment of debt — — 1,594
Total GAAP to non-GAAP adjustments 1,931 1,702 2,947
Non-GAAP net loss $ (3,110 ) $ (783 ) $ (2,424 )
Net loss per common share - basic and diluted:
GAAP net loss per common share $ (0.07 ) $ (0.04 ) $ (0.09 )
Adjustments 0.03 0.03 0.05
Non-GAAP net loss per common share $ (0.04 ) $ (0.01 ) $ (0.04 )
UNAUDITED RECONCILIATION OF GAAP LOSS FROM OPERATIONS TO NON-GAAP (LOSS) INCOME FROM OPERATIONS
GAAP loss from operations $ (4,150 ) $ (654 ) $ (2,214 )
Adjustments:
Stock-based compensation charges 1,831 1,609 1,265
Amortization of intangible assets 100 93 88
Total GAAP to non-GAAP adjustments 1,931 1,702 1,353
Non-GAAP (loss) income from operations $ (2,219 ) $ 1,048 $ (861 )
UNAUDITED RECONCILIATION OF GAAP OPERATING EXPENSES TO NON-GAAP OPERATING EXPENSES
GAAP operating expenses:
Engineering, research and development $ 11,337 $ 10,869 $ 10,679
Selling, general and administrative 7,415 7,792 7,854
Amortization of intangible assets 100 93 88
Total GAAP operating expenses 18,852 18,754 18,621
Adjustments:
Stock-based compensation charges 1,601 1,405 1,081
Amortization of intangible assets 100 93 88
Total GAAP to non-GAAP adjustments 1,701 1,498 1,169
Non-GAAP operating expenses $ 17,151 $ 17,256 $ 17,452
Contact:
Company Contact:
Vitesse Semiconductor
Marty McDermut
1.805.388.3700
invest@vitesse.com
www.vitesse.com
or
Agency Contact:
LHA
Kirsten Chapman
1.415.433.3777
Drmicrocap
10年前
Vitesse Reports Third Quarter Fiscal Year 2014 Results
• Net revenues totaled $27.2 million, an increase of 6% sequentially
• New product revenue of $13.9 million, an increase of 21% sequentially and 79% from the third quarter last year
• New product design wins grew over 45% in first nine months of the fiscal year compared to same period last year
• Cash is $71.6 million at June 30, 2014 strengthened by $26.6 million of public offering net proceeds
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Business Wire
Vitesse Semiconductor Corporation
August 5, 2014 4:00 PM
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CAMARILLO, Calif.--(BUSINESS WIRE)--
Vitesse Semiconductor Corporation (VTSS), a leading provider of advanced IC solutions for Carrier, Enterprise and Internet of Things (IoT) networks, reported its financial results for the third quarter of fiscal year 2014, ended June 30, 2014.
“Our recent performance has increased our confidence that Vitesse is well-positioned for significant and sustained long-term revenue growth and profitability. New product revenue momentum continues, growing 21% sequentially and 79% over the year ago quarter, and now comprises over 50% of total revenue. The inflection point in our business is now clearly evident, as the growth of our new product portfolio again outstripped the decline of our legacy business, resulting in total revenue growth of 6% sequentially and 3% from the year ago quarter,” said Chris Gardner, CEO of Vitesse. “At the same time, we have substantially strengthened our balance sheet, positioning us to retire all of our near-term debt and further our growth initiatives. Vitesse now has the infrastructure and the resources to support a much larger base of customers. Coupled with our substantial operating leverage, margins on our future growth will flow to the bottom line.”
“The markets are validating our technology focus and strategy. Today, we see Ethernet virtually everywhere, creating opportunities for Vitesse in areas such as Gigabit Wi-Fi, IoT, storage, and automotive. Because our new Ethernet product portfolio can serve these markets now, we are adding new customers at an accelerating pace while increasing opportunities and design wins with existing customers.”
Third Quarter Fiscal Year 2014 Financial Results Summary
• Total net revenue was $27.2 million, compared to $25.6 million in the second quarter of fiscal year 2014 and $26.4 million in the third quarter of fiscal year 2013.
• Product revenue was $26.0 million, compared to $24.9 million in the second quarter of fiscal year 2014 and $26.3 million in the third quarter of fiscal year 2013.
• The product lines contributed the following as a percentage of product revenue as compared to the second quarter of fiscal year 2014: • Carrier Networking products: 46.3% versus 47.6%
• Enterprise Networking products: 53.5% versus 51.7%
• Intellectual property revenue totaled $1.1 million, compared to $0.7 million in the second quarter of fiscal year 2014 and $0.1 million in the third quarter of fiscal year 2013.
• Product margins were 52.9%, compared to 55.9%, in the second quarter of fiscal year 2014 and 55.6% in the third quarter of fiscal year 2013. Total gross margins were 54.9%, compared to 57.1%, in the second quarter of fiscal year 2014 and 55.8% in the third quarter of fiscal year 2013.
• Operating expenses were $17.4 million, compared to $19.0 million in the second quarter of fiscal year 2014 and $19.0 million in the third quarter of fiscal year 2013.
• Operating loss was $2.5 million, compared to operating loss of $4.4 million in the second quarter of fiscal year 2014 and $4.3 million in the third quarter of fiscal year 2013.
• Non-GAAP operating loss was $0.9 million, compared to non-GAAP operating loss of $2.7 million in the second quarter of fiscal year 2014 and non-GAAP operating loss of $3.1 million in the third quarter of fiscal year 2013.
• Net loss was $4.4 million, or $0.07 per basic and fully diluted share. This compares to net loss of $5.8 million, or $0.10 per basic and fully diluted share, in the second quarter of fiscal year 2014, and net loss of $6.4 million, or $0.17 per basic and fully diluted share, in the third quarter of fiscal year 2013.
• Non-GAAP net loss was $2.7 million, or $0.04 per basic and fully diluted share, compared to non-GAAP net loss of $4.1 million, or $0.07 per basic and fully diluted share, for the second quarter of fiscal year 2014, and non-GAAP net loss of $5.2 million, or $0.13 per basic and fully diluted share, in the third quarter of fiscal year 2013.
Balance Sheet Data at June 30, 2014 as Compared to September 30, 2013
On June 17, 2014, Vitesse completed a public offering of its common stock and received net proceeds of $26.6 million.
• Cash and restricted cash were $71.6 million, compared to $69.0 million.
• Accounts receivable was $10.1 million, compared to $9.8 million.
• Inventory was $11.2 million, compared to $10.7 million.
• Total debt was $48.7 million, compared to $60.8 million.
Financial Outlook
For the fourth quarter of fiscal year 2014, ending September 30, 2014, Vitesse expects revenue to be in the range of $26.5 million to $29.0 million and product margins to be between 56% and 58%. GAAP operating expenses are expected to be between $18.5 million and $19.5 million.
August 5, 2014 Conference Call Information
A conference call is scheduled for today, August 5, 2014, at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time to review the financial results for the third quarter of fiscal year 2014.
To listen to the conference call via telephone, dial 888.428.9473 (U.S. toll-free) or 719.457.2083 (International) and provide the passcode 5286628. Participants should dial in at least 10 minutes prior to the start of the call. To listen via the Internet, the webcast can be accessed through the investor section of the Vitesse corporate web site at www.vitesse.com.
The playback of the conference call will be available approximately two hours after the call concludes and will be accessible on the Vitesse corporate web site or by calling 877.870.5176 (U.S. toll-free) or 858.384.5517 (International) and entering the passcode 5286628. The audio replay will be available for seven days.
About Vitesse
Vitesse (VTSS) designs a diverse portfolio of high-performance semiconductor solutions for Carrier, Enterprise and IoT networks worldwide. Vitesse products enable the fastest-growing network infrastructure markets including Mobile Access/IP Edge, Cloud Computing, SMB/SME Enterprise and IoT Networking. Visit www.vitesse.com or follow us on Twitter @VitesseSemi.
Vitesse is a trademark of Vitesse Semiconductor Corporation in the United States and other jurisdictions. All other trademarks or registered trademarks mentioned herein are the property of their respective holders.
VTSS-F
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 that 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. Examples of forward-looking statements in this release include the Company’s financial outlook for its fourth quarter of fiscal year 2014, potential new markets for the Company's products and anticipated new product and total revenue growth. 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. Factors and uncertainties that could affect the Company’s forward-looking statements include, among other things: identification of feasible new product initiatives, management of R&D efforts and the resulting successful development of new products and product platforms; acceptance by customers of the Company’s products; reliance on key suppliers; rapid technological change in the industries in which the Company operates; and competitive factors, including pricing pressures and the introduction by others of new products with similar or better functionality than the Company’s products. These and other risks are more fully described in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which should be read in conjunction herewith for a further discussion of important factors that could cause actual results to differ materially from those in the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Non-GAAP Measures
A non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. Other companies may use different non-GAAP measures and presentation of results.
We provide non-GAAP measures of non-GAAP operating expenses, non-GAAP income (loss) from operations and non-GAAP net income (loss) as a supplement to financial results based on GAAP operating expenses, GAAP income (loss) from operations and GAAP net income (loss). The Company believes that the additional non-GAAP measures are useful to investors for the purpose of financial analysis. We believe the presentation of non-GAAP measures provides investors with additional insight into underlying operating results and prospects for the future by excluding gains, losses and other charges that are considered by management to be outside of the Company’s core operating results. Management uses these measures internally to evaluate the Company’s in-period operating performance before taking into account these non-operating gains, losses and charges. In addition, the measures are used for planning and forecasting of the Company’s performance in future periods.
In deriving non-GAAP operating expenses from GAAP operating expenses, we exclude stock-based compensation charges and amortization of intangible assets. In deriving non-GAAP income (loss) from operations from GAAP income (loss) from operations, we exclude stock-based compensation charges and amortization of intangible assets. In deriving non-GAAP net income (loss) from GAAP net income (loss), we further exclude loss on extinguishment of debt and gain on the embedded derivative. Stock-based compensation charges, amortization of intangible assets, loss on extinguishment of debt, and gain on the embedded derivative represent charges that recur in amounts unrelated to the Company’s operations.
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. Non-GAAP operating expenses, non-GAAP income (loss) from operations and non-GAAP net income (loss) are in addition to, and are not a substitute for or superior to, operating expenses, income (loss) from operations and net income (loss), which are prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. A detailed reconciliation of the non-GAAP measures to the most directly comparable GAAP measure is set forth below. Investors are encouraged to review these reconciliations to appropriately incorporate the non-GAAP measures and the limitations of these measures into their analyses. For complete information on stock-based compensation, amortization of intangible assets, loss on extinguishment of debt, and the change in the fair value of our embedded derivatives, please see our Form 10-Q for the quarterly period ended June 30, 2014 and Form 10-K for the year ended September 30, 2013.
VITESSE SEMICONDUCTOR CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEETS
June 30, 2014 September 30, 2013
(in thousands, except par value)
ASSETS
Current assets:
Cash $ 70,812 $ 68,863
Accounts receivable 10,101 9,807
Inventory, net 11,237 10,692
Restricted cash 793 101
Prepaid expenses and other current assets 2,175 1,796
Total current assets 95,118 91,259
Property, plant and equipment, net 2,944 3,107
Other intangible assets, net 1,569 1,170
Other assets 3,548 3,425
$ 103,179 $ 98,961
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 7,693 $ 7,436
Accrued expenses and other current liabilities 12,060 12,245
Current portion of debt, net 32,375 —
Deferred revenue 3,030 2,215
Total current liabilities 55,158 21,896
Other long-term liabilities 470 407
Long-term debt, net 16,328 16,366
Convertible subordinated debt, net — 44,384
Total liabilities 71,956 83,053
Stockholders’ equity:
Preferred stock, $0.01 par value: 10,000 shares authorized; no shares issued or outstanding — —
Common stock, $0.01 par value: 250,000 shares authorized; 67,342 and 57,545 shares outstanding at June 30, 2014 and September 30, 2013, respectively 673 575
Additional paid-in-capital 1,922,468 1,891,661
Accumulated deficit (1,891,918 ) (1,876,328 )
Total stockholders’ equity 31,223 15,908
$ 103,179 $ 98,961
VITESSE SEMICONDUCTOR CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended June 30, Nine Months Ended June 30,
2014 2013 2014 2013
(in thousands, except per share data)
Net revenues:
Product revenues $ 26,012 $ 26,285 $ 75,744 $ 74,879
Intellectual property revenues 1,139 133 4,082 2,019
Net revenues 27,151 26,418 79,826 76,898
Costs and expenses:
Cost of product revenues 12,254 11,666 33,909 34,010
Engineering, research and development 10,006 11,706 31,581 31,987
Selling, general and administrative 7,330 7,257 23,189 22,617
Amortization of intangible assets 88 80 267 266
Costs and expenses 29,678 30,709 88,946 88,880
Loss from operations (2,527 ) (4,291 ) (9,120 ) (11,982 )
Other expense (income):
Interest expense, net 1,510 1,983 4,706 5,919
Gain on compound embedded derivative — — — (803 )
Loss on extinguishment of debt — — 1,594 —
Other expense, net 18 31 111 5
Other expense, net 1,528 2,014 6,411 5,121
Loss before income tax expense (benefit) (4,055 ) (6,305 ) (15,531 ) (17,103 )
Income tax expense (benefit) 333 129 59 (790 )
Net loss $ (4,388 ) $ (6,434 ) $ (15,590 ) $ (16,313 )
Net loss per common share - basic and diluted $ (0.07 ) $ (0.17 ) $ (0.27 ) $ (0.47 )
Weighted average common shares outstanding - basic and diluted 59,965 38,630 58,631 34,601
VITESSE SEMICONDUCTOR CORPORATION
UNAUDITED RECONCILIATION OF GAAP RESULTS TO NON-GAAP RESULTS
Three Months Ended June 30, Nine Months Ended June 30,
2014 2013 2014 2013
(in thousands, except per share data)
UNAUDITED RECONCILIATION OF GAAP NET LOSS TO NON-GAAP NET LOSS
GAAP net loss $ (4,388 ) $ (6,434 ) $ (15,590 ) $ (16,313 )
Adjustments:
Stock-based compensation charges 1,586 1,156 4,466 3,305
Amortization of intangible assets 88 80 267 266
Gain on compound embedded derivative — — — (803 )
Loss on extinguishment of debt — — 1,594 —
Total GAAP to non-GAAP adjustments 1,674 1,236 6,327 2,768
Non-GAAP net loss $ (2,714 ) $ (5,198 ) $ (9,263 ) $ (13,545 )
Net loss per common share - basic and diluted:
GAAP net loss per common share $ (0.07 ) $ (0.17 ) $ (0.27 ) $ (0.47 )
Adjustments 0.03 0.04 0.11 0.08
Non-GAAP net loss per common share $ (0.04 ) $ (0.13 ) $ (0.16 ) $ (0.39 )
UNAUDITED RECONCILIATION OF GAAP LOSS FROM OPERATIONS TO NON-GAAP LOSS FROM OPERATIONS
GAAP loss from operations $ (2,527 ) $ (4,291 ) $ (9,120 ) $ (11,982 )
Adjustments:
Stock-based compensation charges 1,586 1,156 4,466 3,305
Amortization of intangible assets 88 80 267 266
Total GAAP to non-GAAP adjustments 1,674 1,236 4,733 3,571
Non-GAAP loss from operations $ (853 ) $ (3,055 ) $ (4,387 ) $ (8,411 )
UNAUDITED RECONCILIATION OF GAAP OPERATING EXPENSES TO NON-GAAP OPERATING EXPENSES
GAAP operating expenses:
Engineering, research and development $ 10,006 $ 11,706 $ 31,581 $ 31,987
Selling, general and administrative 7,330 7,257 23,189 22,617
Amortization of intangible assets 88 80 267 266
Total GAAP operating expenses 17,424 19,043 55,037 54,870
Adjustments:
Stock-based compensation charges 1,376 995 3,847 2,846
Amortization of intangible assets 88 80 267 266
Total GAAP to non-GAAP adjustments 1,464 1,075 4,114 3,112
Non-GAAP operating expenses $ 15,960 $ 17,968 $ 50,923 $ 51,758
Contact:
Company Contact:
Vitesse Semiconductor
Marty McDermut, 1.805.388.3700
www.vitesse.com
invest@vitesse.com
or
Agency Contact:
LHA
Kirsten Chapman, 1.415.433.3777
www.lhai.com
VTSS@lhai.com
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Drmicrocap
11年前
Vitesse Reports First Quarter Fiscal Year 2014 Results
Marketwired Vitesse Semiconductor
February 4, 2014 4:00 PM
CAMARILLO, CA--(Marketwired - Feb 4, 2014) - Vitesse Semiconductor Corporation (NASDAQ: VTSS)
Net revenues totaled $27.1 million including $2.2 million from intellectual property
Product gross margins improved 5.3% sequentially to 57.1%
New product revenue grew 81.5% year-to-year
Total indebtedness reduced with $13.7 million convertible debt repurchase
Vitesse Semiconductor Corporation (NASDAQ: VTSS), a leading provider of advanced IC solutions for Carrier and Enterprise networks, reported its financial results for the first quarter fiscal year 2014, ended December 31, 2013.
"We started strong in fiscal 2014, with net revenue of $27.1 million and exceeded our guidance for revenue, margins, and expenses," said Chris Gardner, CEO of Vitesse. "New products delivered $8.9 million in revenue and intellectual property revenues were $2.2 million. Total gross margin reached 60.6% due to overall product mix combined with cost improvements. Additionally, we amended the terms of our senior secured term loan and reduced our total debt by $13.7 million, providing flexibility for accelerating new product revenue growth and increasing stockholder value."
"We reiterate our financial goals for fiscal year 2014: to achieve non-GAAP operating profitability in the fiscal third quarter and to grow new product revenue to $55 million by year end."
"This quarter, we launched CEServices™, the industry's first field-proven, turnkey software solution for Carrier Ethernet service delivery. Already licensed by over 40 OEMs, CEServices fortifies our leading position in Ethernet-based ICs for 4G/LTE Mobile and Cloud Access for Carrier and Enterprise networks as well as creates access to adjacent markets, such as the Internet of Things."
First Quarter Fiscal Year 2014 Financial Results Summary
Total net revenue was $27.1 million, compared to $26.9 million in the fourth quarter of fiscal year 2013 and $25.7 million in the first quarter of fiscal year 2013.
Product revenue was $24.9 million, compared to $26.5 million in the fourth quarter of fiscal year 2013 and $23.9 million in the first quarter of fiscal year 2013.
The product lines contributed the following as a percentage of product revenue as compared to the fourth quarter of fiscal year 2013:
Carrier networking products: 52.1% versus 55.8%
Enterprise networking products: 47.3% versus 43.8%
Intellectual property revenue totaled $2.2 million, compared to $420,000 in the fourth quarter of fiscal year 2013 and $1.8 million in the first quarter of fiscal year 2013.
Product margins were 57.1%, compared to 51.8% in the fourth quarter of fiscal year 2013 and 54.1% in the first quarter of fiscal year 2013.
Operating expenses were $18.6 million, compared to $17.6 million in the fourth quarter of fiscal year 2013 and $18.6 million in the first quarter of fiscal year 2013.
Operating loss was $2.2 million, compared to operating loss of $3.5 million in the fourth quarter of fiscal year 2013 and operating loss of $3.8 million in the first quarter of fiscal year 2013.
Non-GAAP operating loss was $861,000, compared to non-GAAP operating loss of $2.3 million in the fourth quarter of fiscal year 2013 and non-GAAP operating loss of $2.6 million in the first quarter of fiscal year 2013.
Net loss was $5.4 million, or $0.09 per basic and fully diluted share. This compares to net loss of $5.8 million, or $0.10 per basic and fully diluted share, in the fourth quarter of fiscal year 2013, and net loss of $5.0 million, or $0.18 per basic and fully diluted share, in the first quarter of fiscal year 2013.
Non-GAAP net loss was $2.4 million, or $0.04 per basic and fully diluted share, compared to non-GAAP net loss of $4.6 million, or $0.08 per basic and fully diluted share, for the fourth quarter of fiscal year 2013, and non-GAAP net loss of $4.6 million, or $0.16 per basic and fully diluted share, in the first quarter of fiscal year 2013.
Balance Sheet Data at Dec. 31, 2013 as Compared to Sept. 30, 2013
On Nov. 5, 2013, Vitesse strengthened its long-term working capital by amending its senior secured loan agreement and reducing total indebtedness by repurchasing $13.7 million of convertible second lien debentures.
Cash balance was $48.4 million, compared to $68.9 million.
Accounts receivable was $11.4 million, compared to $9.8 million.
Inventory was $12.5 million, compared to $10.7 million.
Financial Outlook
For the second quarter of fiscal year 2014, ending March 31, 2014, Vitesse expects revenue to be in the range of $25.0 million to $27.5 million and product margins to be between 55% and 57%. GAAP operating expenses are expected to be between $18.5 million and $19.5 million.
February 4, 2014 Conference Call Information
A conference call is scheduled for today, February 4, 2014, at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time to report financial results for the first quarter of fiscal year 2014.
To listen to the conference call via telephone, dial 888.430.8705 (U.S. toll-free) or 719.325.2215 (International) and provide the passcode 6663122. Participants should dial in at least 10 minutes prior to the start of the call. To listen via the Internet, the webcast can be accessed through the investor section of the Vitesse corporate web site at www.vitesse.com.
The playback of the conference call will be available approximately two hours after the call concludes and will be accessible on the Vitesse corporate web site or by calling 877.870.5176 (U.S. toll-free) or 858.384.5517 (International) and entering the passcode 6663122. The audio replay will be available for seven days.
About Vitesse
Vitesse (NASDAQ: VTSS) designs a diverse portfolio of high-performance semiconductor solutions for Carrier and Enterprise networks worldwide. Vitesse products enable the fastest-growing network infrastructure markets including Mobile Access/IP Edge, Cloud Computing, SMB/SME Enterprise and IoT Networking. Visit www.vitesse.com or follow us on Twitter @VitesseSemi.
Vitesse is a registered trademark and CEServices is a trademark of Vitesse Semiconductor Corporation in the United States and other jurisdictions. All other trademarks or registered trademarks mentioned herein are the property of their respective holders.
VTSS-F
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 that 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. Examples of forward-looking statements in this release include the Company's financial outlook for its second fiscal quarter, first half and full year of fiscal 2014, projected revenues from new products and anticipated revenue growth. 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. Factors and uncertainties that could affect the Company's forward-looking statements include, among other things: identification of feasible new product initiatives, management of R&D efforts and the resulting successful development of new products and product platforms; acceptance by customers of the Company's products; reliance on key suppliers; rapid technological change in the industries in which the Company operates; and competitive factors, including pricing pressures and the introduction by others of new products with similar or better functionality than the Company's products. These and other risks are more fully described in the Company's filings with the Securities and Exchange Commission, including the Company's most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which should be read in conjunction herewith for a further discussion of important factors that could cause actual results to differ materially from those in the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Non-GAAP Measures
A non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. Other companies may use different non-GAAP measures and presentation of results.
We provide non-GAAP measures of non-GAAP operating expenses, non-GAAP income (loss) from operations and non-GAAP net income (loss) as a supplement to financial results based on GAAP operating expenses, GAAP income (loss) from operations and GAAP net income (loss). The Company believes that the additional non-GAAP measures are useful to investors for the purpose of financial analysis. We believe the presentation of non-GAAP measures provides investors with additional insight into underlying operating results and prospects for the future by excluding gains, losses and other charges that are considered by management to be outside of the Company's core operating results. Management uses these measures internally to evaluate the Company's in-period operating performance before taking into account these non-operating gains, losses and charges. In addition, the measures are used for planning and forecasting of the Company's performance in future periods.
In deriving non-GAAP operating expenses from GAAP operating expenses, we exclude stock-based compensation charges and amortization of intangible assets. In deriving non-GAAP income (loss) from operations from GAAP income (loss) from operations, we exclude stock-based compensation charges and amortization of intangible assets. In deriving non-GAAP net income (loss) from GAAP net income (loss), we further exclude loss on extinguishment of debt and gain on the embedded derivative. Stock-based compensation charges, amortization of intangible assets, loss on extinguishment of debt, and gain on the embedded derivative represent charges that recur in amounts unrelated to the Company's operations.
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. Non-GAAP operating expenses, Non-GAAP income (loss) from operations and Non-GAAP net income (loss) are in addition to, and are not a substitute for or superior to, operating expenses, income (loss) from operations and net income (loss), which are prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. A detailed reconciliation of the non-GAAP measures to the most directly comparable GAAP measure is set forth below. Investors are encouraged to review these reconciliations to appropriately incorporate the non-GAAP measures and the limitations of these measures into their analyses. For complete information on stock-based compensation, amortization of intangible assets, loss on extinguishment of debt, and the change in the fair value of our embedded derivatives, please see our Form 10-Q for the quarterly period ended December 31, 2013 and Form 10-K for the year ended September 30, 2013.
VITESSE SEMICONDUCTOR CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEETS
December 31, September 30,
2013 2013
(in thousands, except par value)
ASSETS
Current assets:
Cash $ 48,355 $ 68,863
Accounts receivable, net 11,406 9,807
Inventory, net 12,544 10,692
Prepaid expenses and other current assets 2,946 1,897
Total current assets 75,251 91,259
Property, plant and equipment, net 3,559 3,107
Other intangible assets, net 1,169 1,170
Other assets 3,372 3,425
$ 83,351 $ 98,961
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 9,449 $ 7,436
Accrued expenses and other current liabilities 11,422 12,245
Current portion of debt, net 31,694 -
Deferred revenue 2,728 2,215
Total current liabilities 55,293 21,896
Other long-term liabilities 374 407
Long-term debt, net 16,163 16,366
Convertible subordinated debt, net - 44,384
Total liabilities 71,830 83,053
Stockholders' equity:
Preferred stock, $0.01 par value: 10,000 shares authorized; no shares issued or outstanding
-
-
Common stock, $0.01 par value: 250,000 shares authorized; 57,829 and 57,545 shares outstanding at December 31, 2013 and September 30, 2013, respectively
578
575
Additional paid-in-capital 1,892,642 1,891,661
Accumulated deficit (1,881,699 ) (1,876,328 )
Total stockholders' equity 11,521 15,908
$ 83,351 $ 98,961
VITESSE SEMICONDUCTOR CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended December 31,
2013 2012
(in thousands, except per share data)
Net revenues:
Product revenues $ 24,863 $ 23,905
Intellectual property revenues 2,220 1,822
Net revenues 27,083 25,727
Costs and expenses:
Cost of product revenues 10,676 10,975
Engineering, research and development 10,679 10,504
Selling, general and administrative 7,854 7,970
Amortization of intangible assets 88 97
Costs and expenses 29,297 29,546
Loss from operations (2,214 ) (3,819 )
Other expense (income) :
Interest expense, net 1,704 1,970
Gain on compound embedded derivative - (803 )
Loss on extinguishment of debt 1,594 -
Other expense (income), net 61 (31 )
Other expense, net 3,359 1,136
Loss before income tax (benefit) provision (5,573 ) (4,955 )
Income tax provision (benefit) (202 ) 77
Net loss $ (5,371 ) $ (5,032 )
Net loss per common share - basic and diluted $ (0.09 ) $ (0.18 )
Weighted average common shares outstanding - basic and diluted 57,610 28,059
VITESSE SEMICONDUCTOR CORPORATION
UNAUDITED RECONCILIATION OF GAAP RESULTS TO NON-GAAP RESULTS
Three Months Ended
December 31, 2013 December 31, 2012 September 30, 2013
(in thousands, except per share data)
UNAUDITED RECONCILIATION OF GAAP NET LOSS TO NON-GAAP NET LOSS
GAAP net loss $ (5,371 ) $ (5,032 ) $ (5,765 )
Adjustments:
Stock-based compensation charges 1,265 1,143 1,091
Amortization of intangible assets 88 97 81
Gain on compound embedded derivative - (803 ) -
Loss on extinguishment of debt 1,594 - -
Total GAAP to non-GAAP adjustments 2,947 437 1,172
Non-GAAP net loss $ (2,424 ) $ (4,595 ) $ (4,593 )
Net loss per common share - basic and diluted:
GAAP net loss per common share $ (0.09 ) $ (0.18 ) $ (0.10 )
Adjustments 0.05 0.02 0.02
Non-GAAP net loss per common share $ (0.04 ) $ (0.16 ) $ (0.08 )
UNAUDITED RECONCILIATION OF GAAP LOSS FROM OPERATIONS TO NON-GAAP LOSS FROM OPERATIONS
GAAP loss from operations $ (2,214 ) $ (3,819 ) $ (3,492 )
Adjustments:
Stock-based compensation charges 1,265 1,143 1,091
Amortization of intangible assets 88 97 81
Total GAAP to non-GAAP adjustments 1,353 1,240 1,172
Non-GAAP loss from operations $ (861 ) $ (2,579 ) $ (2,320 )
UNAUDITED RECONCILIATION OF GAAP OPERATING EXPENSES TO NON-GAAP OPERATING EXPENSES
GAAP operating expenses:
Engineering, research and development $ 10,679 $ 10,504 $ 9,940
Selling, general and administrative 7,854 7,970 7,593
Amortization of intangible assets 88 97 81
Total GAAP operating expenses 18,621 18,571 17,614
Adjustments:
Stock-based compensation charges 1,081 989 939
Amortization of intangible assets 88 97 81
Total GAAP to non-GAAP adjustments 1,169 1,086 1,020
Non-GAAP operating expenses $ 17,452 $ 17,485 $ 16,594
Contact:
Company
Marty McDermut
Vitesse Semiconductor
www.vitesse.com
+1.805.388.3700
invest@vitesse.com
Agency
Becky Herrick
LHA
www.lhai.com
+1.415.433.3777
VTSS@lhai.com