8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 7, 2011

CONEXANT SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or other jurisdiction
of incorporation) 000-24923
(Commission
File Number) 25-1799439
(I.R.S. Employer
Identification No.)

4000 MacArthur Boulevard
Newport Beach, California
(Address of principal executive offices) 92660
(Zip Code)

Registrant’s telephone number, including area code: 949-483-4600

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On February 7, 2011, Registrant disclosed its earnings for the first fiscal quarter of 2011 in a press release and is furnishing a copy of the press release to the Securities and Exchange Commission under Item 2.02 of this Current Report on Form 8-K. The press release is attached herewith as Exhibit 99.1 and is incorporated herein by reference.

The non-GAAP financial measures contained in the attached press release are a supplement to the corresponding financial measures prepared in accordance with generally accepted accounting principles (GAAP). The non-GAAP financial measures presented exclude non-cash and non-core operating and non-operating items as described in the GAAP to Non-GAAP Core Adjustments section in the press release and in the discussion below. The GAAP to Non-GAAP Core Adjustments exclude (i) recognized gains and losses related to (a) the sale of equity securities, (b) changes in the fair value of the warrant to purchase shares of Mindspeed Technologies, Inc. common stock, (c) other investments accounted for using the equity method of accounting, (d) interest expense adjustments, (e) debt discount and debt issuance cost amortization, (f) the sale of intellectual property, (g) losses on repurchase and exchange of debt, (h) recognized cumulative translation adjustments, and (i) other non-Core adjustments including environmental remediation charges, (ii) restructuring and other charges related to the Company’s business restructurings, (iii) amortization of intangible assets resulting from business combinations, and (iv) non-cash stock-based compensation expense. Management of the Company believes that the Company’s core results of operations include (i) the sale of its products and related costs and gross margin, (ii) its on-going cash operating expenses to develop products and related selling, general and administrative functions, (iii) interest income from its cash, and (iv) its debt service and income tax expense. In addition, the Company has presented its non-GAAP cost of goods sold, non-GAAP gross margin and non-GAAP operating income. Please refer to the Reconciliation of GAAP Financial Measures to Non-GAAP Core Financial Measures in the press release for a quantitative reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures.

The Company has presented non-GAAP cost of goods sold, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP total operating income, non-GAAP interest expense, non-GAAP other (income) expense, non-GAAP (loss) income from continuing operations, and non-GAAP basic and diluted (loss) income from continuing operations per share, on a basis consistent with its historical presentation to assist investors in understanding the Company’s core results of operations on an on-going basis. The non-GAAP financial measures also enhance comparisons of the Company’s core results of operations with historical periods. The Company is providing these non-GAAP financial measures to investors to enable them to perform additional financial analysis and because it is consistent with the financial models and estimates published by analysts who follow the Company. Management believes that these are important measures in the evaluation of the Company’s results of operations. Investors should consider non-GAAP financial measures in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The non-GAAP financial measures presented by the Company may be different from non-GAAP financial measures used by other companies.

The Company has presented the following non-GAAP financial measures:

(1) Non-GAAP Core cost of goods sold and Non-GAAP Core gross margin: the use of these non-GAAP financial measures allows management of the Company to quantify and discuss the core cost of goods sold and the core gross margins of the business on an on-going basis. Items excluded from these non-GAAP financial measures consist of the non-cash and non-core expenses and credits more fully described in items (a) and (e) in the GAAP to Non-GAAP Core Adjustments section of the press release. Management presents non-GAAP gross margin to enable investors to understand the core on-going cost of goods sold and gross margins of the Company. Management uses this non-GAAP financial measure in its evaluation of the Company’s core gross margin and trends between fiscal periods and believes this measure is an important component of its internal performance measurement process. In addition, the Company prepares and maintains its budgets and forecasts for future periods on a basis consistent with this non-GAAP financial measure. This non-GAAP financial measure has certain limitations in that it does not reflect all of the cost of goods sold related to the Company’s business and may not be indicative of the cash flows from operations as determined in accordance with GAAP. Management compensates for these limitations by reviewing the Company’s cash flows from operations which include all costs of goods sold of the Company.

(2) Non-GAAP Core operating expenses: the use of this non-GAAP financial measure allows management of the Company to quantify and discuss the core operating expenses of the business on an on-going basis. Items excluded

from this non-GAAP financial measure consist of the non-cash and non-core operating expenses and credits more fully described in items (a) through (d) in the GAAP to Non-GAAP Core Adjustments section of the press release. Management presents non-GAAP operating expenses to enable investors to understand the core on-going operating expenses of the Company. Management uses this non-GAAP financial measure in its evaluation of the Company’s core results of operations and trends between fiscal periods and believes this measure is an important component of its internal performance measurement process. In addition, the Company prepares and maintains its budgets and forecasts for future periods on a basis consistent with this non-GAAP financial measure. This non-GAAP financial measure has certain limitations in that it does not reflect all of the operating costs and other costs and expenses related to the Company’s business and may not be indicative of the cash flows from operations as determined in accordance with GAAP. Management compensates for these limitations by reviewing the Company’s cash flows from operations which include all operating expenses of the Company.

(3) Non-GAAP Core operating income, Non-GAAP Core interest expense, Non-GAAP Core other (income) expense, Non-GAAP Core (loss) income from continuing operations, and Non-GAAP Core basic and diluted (loss) income per share from continuing operations are mathematical subtotals, totals and resultant computations after considering the non-GAAP adjustments and measures discussed above and in items (f) through (l) in the GAAP to Non-GAAP Core Adjustments section of the press release. Management presents these non-GAAP financial measures to enable investors to understand the core on-going results of operations of the Company. Management uses these non-GAAP financial measures in its evaluation of the Company’s core results of operations and trends between fiscal periods and believes these measures are an important component of its internal performance measurement process. In addition, the Company prepares and maintains its budgets and forecasts for future periods on a basis consistent with these non-GAAP financial measures. These non-GAAP financial measures have certain limitations in that they do not reflect all of the operating costs and other income and expenses related to the Company’s business and may not be indicative of the cash flows from operations as determined in accordance with GAAP. Management compensates for these limitations by reviewing the Company’s cash flows from operations which include all operating costs and other income and expenses of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of Registrant dated February 7, 2011.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CONEXANT SYSTEMS, INC. (Registrant)
	By:	/s/ Mark Peterson
Date: February 7, 2011		Mark Peterson
		Senior Vice President, Chief Legal Officer and Secretary

Exhibit Index

Exhibit No.		Description
	99.1	Press Release of Registrant dated February 7, 2011.

EX-99.1

Exhibit 99.1

Editorial Contact:	Investor Relations Contact:
Gwen Carlson	Scott Allen
Conexant Systems, Inc.	Conexant Systems, Inc.
(949) 483-7363	(949) 483-2698

CONEXANT REPORTS FINANCIAL RESULTS FOR
FIRST QUARTER OF FISCAL 2011

     NEWPORT BEACH, Calif., Feb. 7, 2011 — Conexant Systems, Inc. (NASDAQ: CNXT) today announced financial results for the first quarter of fiscal 2011.

     Conexant presents financial results based on Generally Accepted Accounting Principles (GAAP) as well as select non-GAAP financial measures intended to reflect its core results of operations. The company believes these core financial measures provide investors with additional insight into its underlying operating results. Core financial measures exclude certain non-cash and other non-core items as fully described in the GAAP to non-GAAP reconciliation in the accompanying financial data.

     For the first quarter of fiscal 2011, Conexant core revenues were $46.1 million. Core gross margins were 59.6 percent of revenues. Core operating expenses were $23.2 million. Core operating income was $4.2 million, and core net loss was $1.4 million, or $0.02 per share, based on an average of 82 million shares outstanding during the quarter.

     On a GAAP basis, net revenues for the first quarter of fiscal 2011 were $46.1 million. GAAP gross margins were 59.4 percent of revenues. GAAP operating expenses were $26.1 million. GAAP net loss including discontinued operations and a $7.3 million unrealized loss associated with the change in the fair value of our Mindspeed warrants, was $9.7 million, or $0.12 per share.

     The company ended the quarter with $99.6 million in cash and short-term investments, compared to $74.5 million in the previous quarter, due primarily to cash generated by the sale of real estate in Newport Beach.

     Conexant will not be hosting a conference call to discuss its first fiscal quarter results or providing an outlook for the second quarter of fiscal 2011.

About Conexant

     Conexant’s portfolio of innovative semiconductor solutions includes products for imaging, audio, embedded modem, and video surveillance applications. Conexant is a fabless semiconductor company headquartered in Newport Beach, Calif. To learn more, please visit www.conexant.com

CONEXANT SYSTEMS, INC.
GAAP Condensed Consolidated Statements of Operations
(unaudited, in thousands, except per share amounts)

	Fiscal Quarter Ended
	December 31,			October 1,			January 1,
	2010			2010			2010
Net revenues	$	46,110		$	56,315		$	61,813
Cost of goods sold		18,709			22,221			24,204
Gross margin		27,401			34,094			37,609
Operating expenses:
Research and development		13,548			13,831			13,245
Selling, general and administrative		11,187			11,519			12,402
Amortization of intangible assets		284			284			396
Gain on sale of intellectual property		(1,249	)		—			—
Special charges (Note 1)		2,282			(22	)		346
Total operating expenses		26,052			25,612			26,389
Operating income		1,349			8,482			11,220
Interest expense (Note 2)		5,714			5,635			9,503
Other expense (income), net		5,851			(6,744	)		(7,204	)
(Loss) income from continuing operations before income taxes and income (loss) on equity method investments		(10,216	)		9,591			8,921
Income tax provision (benefit)		94			144			(230	)
(Loss) income from continuing operations before income (loss) on equity method investments		(10,310	)		9,447			9,151
Income (loss) on equity method investments		663			309			(454	)
(Loss) income from continuing operations		(9,647	)		9,756			8,697
Loss from discontinued operations, net of tax		(31	)		(1,282	)		(363	)
Net (loss) income	$	(9,678	)	$	8,474		$	8,334
(Loss) income per share from continuing operations — basic and diluted	$	(0.12	)	$	0.12		$	0.14
Loss per share from discontinued operations — basic and diluted	$	0.00		$	(0.02	)	$	0.00
Net (loss) income per share — basic and diluted	$	(0.12	)	$	0.10		$	0.14
Shares used in computing basic per-share computations		81,787			81,252			60,023
Shares used in computing diluted per-share computations		81,787			82,240			60,091

Note 1 — Special charges in the fiscal quarter ended December 31, 2010 consist primarily of severance and other expenses related to workforce reductions.

Note 2 — Effective October 3, 2009 we adopted FSP APB 14-1, which changed the method of accounting for our convertible notes. In addition, as required, we revised our previously reported financial statements to retrospectively apply this change in accounting to prior periods. Under this new method of accounting, the debt and equity components of our convertible notes are bifurcated and accounted for separately. The equity components of our convertible notes are included in Stockholders’ equity in our Condensed Consolidated Balance Sheets with a corresponding reduction in the carrying values of our convertible notes as of the date of issuance or modification, as applicable. The reduced carrying values of our convertible notes are being accreted back to their principal amounts through the recognition of non-cash interest expense. This results in recognizing interest expense on these borrowings at effective rates approximating what we would have incurred had we issued nonconvertible debt with otherwise similar terms. In connection with applying this new accounting to current and prior periods, we recorded $0.1 million, $0.1 million, and $3.4 million of additional non-cash interest expense in the fiscal quarters ended December 31, 2010, October 1, 2010, and January 1, 2010, respectively.

CONEXANT SYSTEMS, INC.
Reconciliation of GAAP Financial Measures to Non-GAAP Core Financial Measures
(unaudited, in thousands, except per share amounts)

	Fiscal Quarter Ended
	December 31 ,			October 1,			January 1,
	2010			2010			2010
GAAP and Core net revenues	$	46,110		$	56,315		$	61,813
GAAP cost of goods sold	$	18,709		$	22,221		$	24,204
Stock-based compensation (a)		(73	)		(71	)		(58	)
Other (e)		—			(19	)		(55	)
Non-GAAP Core cost of goods sold	$	18,636		$	22,131		$	24,091
GAAP gross margin	$	27,401		$	34,094		$	37,609
Gross margin adjustments (a,e)		73			90			113
Non-GAAP Core gross margin	$	27,474		$	34,184		$	37,722
GAAP operating expenses	$	26,052		$	25,612		$	26,389
Stock-based compensation (a)		(1,932	)		(1,554	)		(1,438	)
Amortization of intangible assets (b)		(284	)		(284	)		(396	)
Gain on sale of intellectual property (c)		1,249			—			—
Special charges (d)		(1,844	)		22			(346	)
Non-GAAP Core operating expenses	$	23,241		$	23,796		$	24,209
GAAP operating income (loss)	$	1,349		$	8,482		$	11,220
Gross margin adjustments (a,e)		73			90			113
Operating expense adjustments (a-d)		2,811			1,816			2,180
Non-GAAP Core operating income	$	4,233		$	10,388		$	13,513
GAAP interest expense	$	5,714		$	5,635		$	9,503
Debt discount and debt issuance cost expense (f)		(139	)		(137	)		(3,407	)
Interest expense adjustments (g)		—			—			(2,400	)
Non-GAAP Core interest expense	$	5,575		$	5,498		$	3,696
GAAP other expense (income), net	$	5,851		$	(6,744	)	$	(7,204	)
Unrealized (losses) gains on Mindspeed warrant (h)		(7,276	)		4,279			4,285
Gains on sales of equity securities (i)		1,393			3,143			4,113
Losses on repurchase and exchange of debt (j)		—			(2	)		(1,123	)
Recognized cumulative translation adjustments (k)		—			(363	)		—
Non-GAAP Core other (income) expense	$	(32	)	$	313		$	71
GAAP (loss) income from continuing operations	$	(9,647	)	$	9,756		$	8,697
Gross margin adjustments (a,e)		73			90			113
Operating expense adjustments (a-d)		2,811			1,816			2,180
(Gain) loss on equity method investments (l)		(663	)		(309	)		454
Other expense (income) adjustments (h-k)		5,883			(7,057	)		(7,275	)
Interest expense adjustments (f-g)		139			137			5,807
Non-GAAP Core (loss) income from continuing operations	$	(1,404	)	$	4,433		$	9,976
Basic and Diluted (loss) income per share from continuing operations:
GAAP basic and diluted	$	(0.12	)	$	0.12		$	0.14
Non-GAAP basic and diluted	$	(0.02	)	$	0.05		$	0.17
Shares used in basic and diluted per-share computations:
Basic		81,787			81,252			60,023
Diluted		81,787			82,240			60,091

See “GAAP to Non-GAAP Core Adjustments” below

CONEXANT SYSTEMS, INC.
GAAP to Non-GAAP Core Adjustments:

(a)	Stock-based compensation expense is based on the fair value of all stock awards and employee stock purchase plan shares in accordance with SFAS No. 123(R).
(b)	Amortization of intangible assets resulting from business combinations.
(c)	Gain on sale of intellectual property which is not part of our core, on-going operations.
(d)	Special charges in the fiscal quarter ended December 31, 2010 consist primarily of severance and other expenses related to downsizing activities.
(e)	Represents environmental remediation charges.
(f)	Consists of non-cash interest expense resulting from the amortization of debt discount and debt issuance costs of $0.1 million, $0.1 million and $3.4 million in the fiscal quarters ended December 31, 2010, October 1, 2010, and January 1, 2010, respectively.
(g)	Other interest expense which is not part of our on-going operations. For the fiscal quarter ended January 1, 2010, the adjustment consists of $1.7 million expense from the termination of our interest rate swap, $0.6 million of accelerated amortization of debt issuance costs related to the extinguishment of $61.4 million of floating rate senior notes and $0.1 million of accelerated amortization of debt issuance costs related to extinguishment of convertible subordinated notes.
(h)	Unrealized (losses) gains associated with the change in the fair value of our warrant to purchase 6.1 million shares of Mindspeed Technologies, Inc. common stock, which is accounted for as a derivative instrument.
(i)	Net gains on sale of debt and equity securities.
(j)	The loss in the fiscal quarter ended January 1, 2010 consists of a $0.6 million loss incurred on extinguishment of $61.4 million of floating rate senior secured notes and a loss of $0.5 million on exchange of convertible subordinated notes with a face value of $17.6 million.
(k)	Recognized cumulative translation adjustments upon liquidation of foreign subsidiaries.
(l)	(Gain) loss on equity method investments.

Non-GAAP Financial Measures:

We have presented non-GAAP cost of goods sold, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP interest expense, non-GAAP other (income) expense, non-GAAP (loss) income from continuing operations and non-GAAP basic and diluted (loss) income per share from continuing operations, on a basis consistent with our historical presentation to assist investors in understanding our core results of operations on an on-going basis. These non-GAAP financial measures also enhance comparisons of our core results of operations with historical periods. We are providing these non-GAAP financial measures to investors to enable them to perform additional financial analysis and because it is consistent with the financial models and estimates published by analysts who follow our company. Management believes that these are important measures in the evaluation of our results of operations. Investors should consider non-GAAP financial measures in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The non-GAAP financial measures presented by us may be different than non-GAAP financial measures presented by other companies.

GAAP Guidance:

We do not present GAAP guidance due to our inability to project (i) future market prices of the common stock of a third party underlying a derivative financial instrument, (ii) realized gains or losses from the sale of equity securities in third parties, and (iii) the financial results of investments accounted for using the equity method of accounting.

CONEXANT SYSTEMS, INC.

Condensed Consolidated Balance Sheets
(unaudited, in thousands)

	December 31,		October 1,
	2010		2010
ASSETS
Current assets:
Cash and cash equivalents	$	79,606	$	54,466
Marketable securities		20,028		20,059
Receivables, net		24,500		31,463
Inventories, net		7,884		8,747
Other current assets		12,141		14,690
Current assets held for sale		—		13,059
Total current assets		144,159		142,484
Property, plant and equipment, net		5,505		6,080
Goodwill		109,908		109,908
Other assets		40,507		47,372
Total assets	$	300,079	$	305,844
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt, net of debt discount of $96 and $240		11,122		10,978
Accounts payable		11,583		12,516
Accrued compensation and benefits		6,616		7,682
Other current liabilities		32,258		31,836
Total current liabilities		61,579		63,012
Long-term debt, net of debt discount of $1,376 and $1,457 (Note 2)		173,624		173,543
Other liabilities		61,029		57,197
Total liabilities		296,232		293,752
Shareholders’ equity		3,847		12,092
Total liabilities and shareholders’ equity	$	300,079	$	305,844

Selected Other Data
(unaudited, in thousands)

	Fiscal Quarter Ended
	December 31,		October 1,			January 1,
	2010		2010			2010
Revenues By Region:
Americas	$	3,393	$	4,313		$	3,994
Asia-Pacific		42,372		51,578			56,805
Europe, Middle East and Africa		345		424			1,014
	$	46,110	$	56,315		$	61,813
Cash Flow Data:
Depreciation of PP&E	$	638	$	763		$	1,067
Capital expenditures	$	354	$	1,205		$	219
Cash provided by (used in) Operations	$	3,466	$	(1,802	)	$	10,205