Conexant Reports Financial Results for the Third Quarter of Fiscal 2008

Conference Call Today

Financial analysts, members of the media, and the public are invited to participate in a conference call that will take place today at 5:00 p.m. Eastern Time / 2:00 p.m. Pacific Time. Scott Mercer, chief executive officer, Christian Scherp, president, and Karen Roscher, senior vice president and chief financial officer, will discuss third fiscal quarter financial results and the companys fourth-quarter outlook.

To listen to the conference call via telephone, dial 866-650-4882 (in the US and Canada) or 706-679-7338 (from other international locations); participant pass code: Conexant; Conference ID number: 55288051. To listen via the Internet, visit the Investor Relations section of Conexant's Web site at www.conexant.com/ir. Playback of the conference call will be available shortly after the call concludes and will be accessible on Conexant's Web site at www.conexant.com/ir or by calling 800-642-1687 (in the US and Canada) or 706-645-9291 (from other international locations); pass code: 55288051.

About Conexant

Conexants comprehensive portfolio of innovative semiconductor solutions includes products for Internet connectivity, digital imaging, and media processing applications. Conexant is a fabless semiconductor company that recorded revenues of $809 million in fiscal year 2007. The company is headquartered in Newport Beach, Calif. To learn more, please visit www.conexant.com.

Safe Harbor Statement

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as Conexant or its management believes, expects, anticipates, foresees, forecasts, estimates or other words or phrases of similar import. Similarly, statements in this release that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements.

These risks and uncertainties include, but are not limited to: pricing pressures and other competitive factors; our ability to timely develop and implement new technologies and to obtain protection for the related intellectual property; the cyclical nature of the semiconductor industry and the markets addressed by our products and our customers products; volatility in the technology sector and the semiconductor industry; our successful development of new products; the timing of our new product introductions and our product quality; demand for and market acceptance of our new and existing products; our ability to anticipate trends and develop products for which there will be market demand; the availability of manufacturing capacity; changes in our product mix; product obsolescence; the ability of our customers to manage inventory; the risk that capital needed for our business and to repay our indebtedness will not be available when needed; the risk that the value of our common stock may be adversely affected by market volatility; the substantial losses we have incurred; the uncertainties of litigation, including claims of infringement of third-party intellectual property rights or demands that we license third-party technology, and the demands it may place on the time and attention of our management and the expense it may place on our company; general economic and political conditions and conditions in the markets we address; and possible disruptions in commerce related to terrorist activity or armed conflict, as well as other risks and uncertainties, including those detailed from time to time in our Securities and Exchange Commission filings.

The forward-looking statements are made only as of the date hereof. We undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Conexant is a registered trademark of Conexant Systems, Inc. Other brands and names contained in this release are the property of their respective owners.

CONEXANT SYSTEMS, INC.

Reconciliation of GAAP Financial Measures to Non-GAAP Core Financial Measures

(unaudited, in thousands, except per share amounts)

 
  Three Months Ended

June 27, 2008

GAAP

 

Core

Adjustments

 

Non-GAAP

Core

 

BMP

Adjustments

 

Non-GAAP

Core

including

BMP

 

Third Quarter

2008

Guidance

         
Net revenues $ 115,594   $ $ 115,594   $ 55,479 (m) $ 171,073   $167,000 to $171,000

Gross margin

$

58,408

 

$

42 (a )

$

58,450

 

$

22,133 (m )

$

80,583

 
Gross margin percentage 50.5 % 50.6 % 47.1 %

44.5% - 45.5%

 

Gross margin

$

58,408

$

42 (a)

$

58,450

$

22,133 (m)

$

80,583

Operating expenses   184,781     (138,825) (1)   45,956     23,669 (m)   69,625   $72,000 to $74,000
Operating (loss) income $ (126,373 ) $ 138,867 $ 12,494   $ (1,536) $ 10,958   $0 to $5,000
 
Interest expense $ 6,669   $ $ 6,669   $ 1,608 (m) $ 8,277  
 
Provision for income taxes $ 2,466   $ $ 2,466   $ 876 (m) $ 3,342  
 
(Loss) income from continuing operations $ (126,419 ) $ 132,434 (2) $ 6,015   $ (4,020) (m) $ 1,995  
 
Basic and diluted earnings per share from continuing operations

$

(2.56

)

$

0.12

 

$

0.04

 

$(0.17) to $ (0.06)

(1) GAAP to Non-GAAP Core adjustments to operating expense are as follows:

 
GAAP operating expenses   $ 184,781
Stock-based compensation (a) (6,154 )
Amortization of intangible assets (c) (3,629 )
Asset impairments (d) (120,617 )
Special charges (e) (8,425 )
Other    
Non-GAAP Core operating expenses $ 45,956  
 

(2) GAAP to Non-GAAP Core adjustments to net loss from continuing operations are as follows:

 
GAAP net loss from continuing operations $ (126,419 )
Gross margin adjustments (a) 42
Operating expense adjustments (a-e) 138,825
(Gain) loss on Mindspeed warrant (g) (1,881 )
Gains on sales of equity securities (h) (146 )
(Gains) losses of equity method investments (i) (53 )
Other (j)   (4,353 )
Non-GAAP Core net income (loss) from continuing operations $ 6,015  
 

See GAAP to Non-GAAP Core Adjustments below

CONEXANT SYSTEMS, INC.

GAAP Condensed Consolidated Statements of Operations

(unaudited, in thousands, except per share amounts)

 
  Three Months Ended   Nine Months Ended
     
June 27, March 28, June 29, June 27, June 29,
  2008       2008       2007     2008       2007  
 
Net revenues $ 115,594 $ 118,518 $ 134,252 $ 380,045 $ 434,643
Cost of goods sold   57,186     56,481     70,547     177,479     222,628  
Gross margin 58,408 62,037 63,705 202,566 212,015
 
Operating expenses:
Research and development 27,410 30,650 42,502 95,883 131,151

Selling, general and adminis-
trative

24,700 20,424 22,297 65,138 68,488
Amortization of intangible assets 3,629 2,859 4,613 11,059 16,685
Asset impairments (Note 1) 120,617 120,747 155,000
Special charges   8,425     2,594     1,141     15,238     8,510  
Total operating expenses   184,781     56,527     70,553     308,065     379,834  
 
Operating (loss) income (126,373 ) 5,510 (6,848 ) (105,499 ) (167,819 )
 
Interest expense 6,669 8,628 9,195 24,746 31,578
Other (income) expense, net   (9,036 )   4,148     (3,656 )   457     (26,377 )
Loss before income taxes and gain (loss) of equity method investments

(124,006

)

(7,266

)

(12,387

)

 

(130,702

)

(173,020

)

Provision for income taxes   2,466     717     530     4,045     1,748  

Loss from continuing operations before gain (loss) of equity method investments

 

(126,472

 

)

 

(7,983

 

)

 

(12,917

 

)

 

 

(134,747

 

)

 

(174,768

 

)

Gain (loss) of equity method investments (Note 2)   53     (214 )   179     3,612     44,194  
 
Loss from continuing operations (126,419 ) (8,197 ) (12,738 ) (131,135 ) (130,574 )
Loss from discontinued operations (net of tax) (Notes 3)   (23,452 )   (133,807 )   (22,489 )   (169,958 )   (37,123 )
Net loss $ (149,871 ) $ (142,004 ) $ (35,227 ) $ (301,093 ) $ (167,697 )
 
Basic and diluted net loss per share from continuing operations (Note 4)

$

(2.56

)

$

(0.17

)

$

(0.26

)

$

(2.66

)

$

(2.67

)

Basic and diluted net loss per share from discontinued operations (Note 4)

$

(0.47

)

$

(2.71

)

$

(0.46

)

$

(3.45

)

$

(0.76

)

Basic and diluted net loss per share (Note 4)

$

(3.03

)

$

(2.88

)

$

(0.72

)

$

(6.11

)

$

(3.43

)

 
Shares used in basic and diluted per-share computations (Note 4)  

49,450

   

49,312

   

49,056

   

49,333

   

48,861

 
 

Note 1 Asset impairments for the three and nine months ended June 27, 2008 includes non-cash impairment charges related to our Broadband Access (BBA) product lines related to goodwill of $108.6 million, intangible assets of $1.9 million, property, plant and equipment of $6.5 million and technical license tool impairments of $3.4 million. Asset impairments for the nine months ended June 29, 2007 also includes non-cash impairment charges related to our Embedded Wireless Networking business related to goodwill and intangible assets of $135.0 million and $20.0 million, respectively.

 

Note 2 Gain (loss) of equity method investments for the nine months ended June 29, 2007 includes a gain on the sale of our investment in Jazz Semiconductor, Inc. of $43.5 million.

 

Note 3 On April 29, 2008, the Company announced it had signed a definitive agreement to sell its Broadband Media Processing (BMP) product lines to NXP Semiconductors. As a result of this transaction, which is expected to close in August 2008, the results of the BMP business have been reported as discontinued operations and its assets and liabilities have been classified as held for sale. The results of discontinued operations include tax expense of $0.9 million, $0.3 million, $0.2 million, $1.4 million and $0.7 million for the three months ended June 27 and March 28, 2008 and June 29, 2007, and the nine months ended June 27, 2008 and June 29, 2007, respectively.

 

Note 4 On June 27, 2008, the Company affected a one-for-ten reverse stock split of its common stock. All share and per share data in these condensed consolidated financial statements have been adjusted to give effect to the reverse split.

CONEXANT SYSTEMS, INC.

Reconciliation of GAAP Financial Measures to Non-GAAP Core Financial Measures

(unaudited, in thousands, except per share amounts)

 
  Three Months Ended   Nine Months Ended
June 27,   June 29, June 27,   June 29,
  2008       2007     2008       2007  
GAAP net revenues $ 115,594 $ 134,252 $ 380,045 $ 434,643
Royalty buyout (k)           (14,700 )    
Non-GAAP Core net revenue less impact of royalty buyout

$

115,594

 

$

134,252

 

$

365,345

 

$

434,643

 
 
GAAP cost of goods sold $ 57,186 $ 70,547 $ 177,479 $ 222,628
Stock-based compensation (a) (42 ) (143 ) (237 ) (361 )
Other (f)           797      
Non-GAAP Core cost of goods sold less impact of royalty buyout

$

57,144

 

$

70,404

 

$

178,039

 

$

222,267

 
 
GAAP gross margin $ 58,408 $ 63,705 $ 202,566 $ 212,015
Stock-based compensation (a) 42 143 237 361
Other (f)           (797 )    
Non-GAAP Core gross margin 58,450 63,848 202,006 212,376
Royalty buyout (k)           (14,700 )    
Non-GAAP Core gross margin less impact of royalty buyout

$

58,450

 

$

63,848

 

$

187,306

 

$

212,376

 
 
GAAP operating expenses $ 184,781 $ 70,553 $ 308,065 $ 379,834
Stock-based compensation (a) (6,154 ) (4,240 ) (11,846 ) (11,474 )
Transitional salaries and benefits (b) (934 ) (3,265 )
Amortization of intangible assets (c) (3,629 ) (4,613 ) (11,060 ) (16,685 )
Asset impairments (d) (120,617 ) (120,747 ) (155,000 )
Special charges (e) (8,425 ) (1,141 ) (15,238 ) (8,510 )
Other               (400 )
Non-GAAP Core operating expenses $ 45,956   $ 59,625   $ 149,174   $ 184,500  
 
GAAP operating loss $ (126,373 ) $ (6,848 ) $ (105,499 ) $ (167,819 )
Gross margin adjustments (a, f) 42 143 (560 ) 361
Operating expense adjustments (a-e)   138,825     10,928     158,891     195,334  
Non-GAAP Core operating income $ 12,494 $ 4,223 $ 52,832 $ 27,876
Royalty buyout (k)           (14,700 )    
Non-GAAP Core operating income less impact of royalty buyout

$

12,494

 

$

4,223

 

$

38,132

 

$

27,876

 
 
GAAP net loss from continuing operations $ (126,419 ) $ (12,738 ) $ (131,135 ) $ (130,574 )
Gross margin adjustments (a, f) 42 143 (560 ) 361
Operating expense adjustments (a-e) 138,825 10,928 158,891 195,334
Unrealized (gains) losses on Mindspeed warrant (g) (1,881 ) (944 ) 12,662 (7,868 )
Gains on sales of equity securities (h) (146 ) (101 ) (875 ) (6,570 )
(Gains) losses of equity method investments (i) (53 ) (179 ) (3,612 ) (44,194 )
Other (j)   (4,353 )       (2,998 )    
Non-GAAP Core net income (loss) from continuing operations

$

6,015

 

$

(2,891

)

$

32,373

 

$

6,489

 
 
Basic and Diluted net (loss) income from continuing operations per share:
GAAP (l) $ (2.56 ) $ (0.26 ) $ (2.66 ) $ (2.67 )
Non-GAAP (l) $ 0.12   $ (0.06 ) $ 0.65   $ 0.13  
 

See GAAP to Non-GAAP Core Adjustments below

CONEXANT SYSTEMS, INC.

Reconciliation of GAAP Financial Measures to Non-GAAP Core Financial Measures

(unaudited, in thousands, except per share amounts)

 
 

Three Months Ended

 

Nine Months

Ended

June 27,   March 28,   December 28, June 27,
  2008       2008       2007     2008  
GAAP net revenues $ 115,594 $ 118,518 $ 145,933 $ 380,045
Royalty buyout (k)           (14,700 )   (14,700 )
Non-GAAP Core net revenue less impact of royalty buyout

$

115,594

 

$

118,518

 

$

131,233

 

$

365,345

 
 
GAAP cost of goods sold $ 57,186 $ 56,481 $ 63,812 $ 177,479
Stock-based compensation (a) (42 ) (81 ) (114 ) (237 )
Other (f)       797         797  
Non-GAAP Core cost of goods sold $ 57,144   $ 57,197   $ 63,698   $ 178,039  
 
GAAP gross margin $ 58,408 $ 62,037 $ 82,121 $ 202,566
Stock-based compensation (a) 42 81 114 237
Other (f)       (797 )       (797 )
Non-GAAP Core gross margin 58,450 61,321 82,235 202,006
Royalty buyout (k)           (14,700 )   (14,700 )
Non-GAAP Core gross margin less impact of royalty buyout

$

58,450

 

$

61,321

 

$

67,535

 

$

187,306

 
 
GAAP operating expenses $ 184,781 $ 56,527 $ 66,757 $ 308,065
Stock-based compensation (a) (6,154 ) (3,122 ) (2,570 ) (11,846 )
Transitional salaries and benefits (b)
Amortization of intangible assets (c) (3,629 ) (2,859 ) (4,571 ) (11,060 )
Asset impairments (d) (120,617 ) (130 ) (120,747 )
Special charges (e) (8,425 ) (2,594 ) (4,219 ) (15,238 )
Other                
Non-GAAP Core operating expenses $ 45,956   $ 47,952   $ 55,267   $ 149,174  
 
GAAP operating (loss) income $ (126,373 ) $ 5,510 $ 15,364 $ (105,499 )
Gross margin adjustments (a, f) 42 (716 ) 114 (560 )
Operating expense adjustments (a-e)   138,825     8,575     11,490     158,891  
Non-GAAP Core operating income $ 12,494 $ 13,369 $ 26,968 $ 52,832
Royalty buyout (k)           (14,700 )   (14,700 )
Non-GAAP Core operating income less impact of royalty buyout

$

12,494

 

$

13,369

 

$

12,268

 

$

38,132

 
 
GAAP net (loss) income from continuing operations $ (126,419 ) $ (8,197 ) $ 3,481 $ (131,135 )
Gross margin adjustments (a, f) 42 (716 ) 114 (560 )
Operating expense adjustments (a-e) 138,825 8,575 11,490 158,891
Unrealized (gains) losses on Mindspeed warrant (g) (1,881 ) 6,179 8,364 12,662
Gains on sales of equity securities (h) (146 ) (729 ) (875 )
(Gains) losses of equity method investments (i) (53 ) 214 (3,773 ) (3,612 )
Other (j)   (4,353 )   1,355         (2,998 )
Non-GAAP Core net income from continuing operations

$

6,015

 

$

6,681

 

$

19,676

 

$

32,373

 
 
Basic and diluted net income (loss) from continuing operations per share:
GAAP (l) $ (2.56 ) $ (0.17 ) $ 0.07   $ (2.66 )
Non-GAAP Core (l) $ 0.12   $ 0.14   $ 0.40   $ 0.65  
 

See GAAP to Non-GAAP Core Adjustments below

CONEXANT SYSTEMS, INC.

Reconciliation of GAAP Financial Measures to Non-GAAP Core Financial Measures

(unaudited, in thousands, except per share amounts)

 
  Three Months Ended   Year Ended
September 28,   June 29,   March 30,   December 29, September 28,
  2007       2007       2007       2006     2007  
 

GAAP net revenues

$ 138,933   $ 134,252   $ 136,084   $ 164,307   $ 573,576  
 
 
GAAP cost of goods sold $ 72,836 $ 70,547 $ 70,941 $ 81,140 $ 295,464
Stock-based compensation (a) (112 ) (143 ) (115 ) (103 ) (473 )
Other (f)   (1,211 )               (1,211 )
Non-GAAP Core cost of goods sold $ 71,513   $ 70,404   $ 70,826   $ 81,037   $ 293,780  
 
GAAP gross margin $ 66,097 $ 63,705 $ 65,143 $ 83,167 $ 278,112
Stock-based compensation (a) 112 143 115 103 473
Other (f)   1,211                 1,211  
Non-GAAP Core gross margin $ 67,420   $ 63,848   $ 65,258   $ 83,270   $ 279,796  
 
GAAP operating expenses $ 162,884 $ 70,553 $ 231,196 $ 78,085 $ 542,718
Stock-based compensation (a) (3,856 ) (4,240 ) (3,884 ) (3,522 ) (15,502 )
Transitional salaries and benefits (b) (620 ) (934 ) (1,591 ) (740 ) (3,885 )
Amortization of intangible assets (c) (4,574 ) (4,613 ) (6,044 ) (6,028 ) (21,259 )
Asset impairments (d) (67,698 ) (155,000 ) (222,698 )
Special charges (e) (25,302 ) (1,141 ) (4,532 ) (2,837 ) (33,812 )
Other               (400 )   (400 )
Non-GAAP Core operating expenses $ 60,834   $ 59,625   $ 60,145   $ 64,558   $ 245,162  
 
GAAP operating (loss) income $ (96,787 ) $ (6,848 ) $ (166,053 ) $ 5,082 $ (264,606 )
Gross margin adjustments (a, f, k) 1,323 143 115 103 1,684
Operating expense adjustments (a-e)   102,050     10,928     171,051     13,527     297,556  
Non-GAAP Core operating income $ 6,586   $ 4,223   $ 5,113   $ 18,712   $ 34,634  
 
GAAP net (loss) income from continuing operations $ (90,616 ) $ (12,738 ) $ (124,342 ) $ 6,506 $ (221,190 )
Gross margin adjustments (a, f, k) 1,323 143 115 103 1,684
Operating expense adjustments (a-e) 102,050 10,928 171,051 13,527 297,556
Unrealized (gains) losses on Mindspeed warrant (g) 8,820 (944 ) (3,882 ) (3,042 ) 952
Gains on sales of equity securities (h) (10,446 ) (101 ) (1,337 ) (5,132 ) (17,016 )
(Gains) losses of equity method investments (i) (6,988 ) (179 ) (44,020 ) 5 (51,182 )
Other   (5,324 )               (5,324 )
Non-GAAP Core net (loss) income from continuing operations $ (1,181 ) $ (2,891 ) $ (2,415 ) $ 11,967   $ 5,480  
 
Basic and diluted net (loss) income from continuing operations per share:
GAAP (l) $ (1.84 ) $ (0.26 ) $ (2.54 ) $ 0.13   $ (4.52 )
Non-GAAP Core (l) $ (0.02 ) $ (0.06 ) $ (0.05 ) $ 0.25   $ 0.11  
 

See GAAP to Non-GAAP Core Adjustments below


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