EX-99.1 2 a16495exv99w1.htm EXHIBIT 99.1 exv99w1
 

EXHIBIT 99.1
     
Editorial Contact:
  Investor Relations Contact:
Gwen Carlson
  Bruce Thomas
Conexant Systems, Inc.
  Conexant Systems, Inc.
(949) 483-7363
  (949) 483-2698
CONEXANT EXCEEDS EXPECTATIONS ON ACCELERATED
RECOVERY MOMENTUM
First Fiscal Quarter Revenues Grew by 7 Percent and
Core Operating Profit by 95 Percent Sequentially
     NEWPORT BEACH, Calif., Jan. 25, 2006 — Conexant Systems, Inc. (NASDAQ: CNXT), today reported financial results for the first quarter of fiscal 2006, which ended Dec. 31, 2005. Revenues for the first fiscal quarter grew 7.3 percent sequentially to $230.7 million, exceeding the company’s expectations entering the quarter of approximately $225.0 million. The strong leverage in the company’s current operating model was demonstrated as a revenue increase of approximately 7 percent delivered a 95 percent increase in core operating income.
     Conexant presents financial results based on generally accepted accounting principles (GAAP) as well as selected 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, including the impact of stock-based compensation expense associated with the recent adoption of SFAS No. 123(R).
     First quarter fiscal 2006 revenues of $230.7 million increased 7.3 percent from fourth quarter fiscal 2005 revenues of $214.9 million, and 64.1 percent from $140.6 million in the first quarter of fiscal 2005. Core gross margins in the first quarter of fiscal 2006 increased to 41.6 percent of revenues from 40.3 percent in the prior quarter.
     Core operating expenses increased as expected in the first quarter of fiscal 2006 to $83.1 million from $79.9 million in the prior quarter. This increase was primarily due to employee performance compensation costs associated with the company’s return to core operating profitability. Core operating expenses in the year-ago quarter were $93.0 million.
     Core operating income in the first quarter of fiscal 2006 was $13.0 million, up 95 percent from fourth quarter fiscal 2005 core operating income of $6.7 million. The core operating loss in

 


 

     
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the first quarter of fiscal 2005 was $85.9 million. Core net income for the first quarter of fiscal 2006 was $7.3 million, or $0.02 per diluted share, compared to $0.3 million, or $0.00 per diluted share in the fourth quarter of fiscal 2005. In the first quarter of fiscal 2005, the core net loss was $95.3 million, or $0.20 per diluted share.
     On a GAAP measures basis, gross margins for the first quarter of fiscal 2006 were 41.5 percent of revenues, compared to 40.3 percent in the prior quarter. GAAP operating expenses increased from $99.7 million in the prior quarter to $111.8 million in the first quarter of fiscal 2006, primarily as a result of an $11.0 million increase in stock-based compensation expense associated with the company’s implementation of SFAS No. 123(R). GAAP operating loss was $16.0 million in the first quarter of fiscal 2006 compared to $13.1 million in the previous quarter. GAAP net loss for the first quarter of fiscal 2006 was $24.3 million, or $0.05 per diluted share, compared to GAAP net income of $50.1 million, or $0.10 per diluted share, in the fourth quarter of fiscal 2005, which included a $49.0 million gain on the sale of stock the company held in SiRF Technology Holdings, Inc., and a $22.0 million unrealized gain on the carrying value of warrants to purchase stock of Mindspeed Technologies, Inc. For the first quarter of fiscal 2005, GAAP operating expenses were $130.1 million, GAAP gross margin was 5.1 percent, GAAP operating loss was $122.9 million, and GAAP net loss was $120.7 million, or $0.26 per diluted share.
     “The Conexant team again performed strongly in the first fiscal quarter as we exceeded our expectations on all major financial metrics and accelerated the pace of our overall company recovery,” said Dwight W. Decker, Conexant chairman and chief executive officer. “Coming into the quarter, we expected revenues of approximately $225 million, core gross margins of 40 to 41 percent of revenues, and core operating expenses of $82 million to $83 million. We delivered revenues of $230.7 million, up 7.3 percent sequentially. We improved core gross margins by 130 basis points sequentially to 41.6 percent as we continued to benefit from our gross-margin-improvement initiatives. As anticipated, core operating expenses totaled approximately $83 million for the quarter.
     “Driven by our continuing focus on working-capital management, we generated approximately $30 million of cash from operations during the quarter,” Decker continued. “We added approximately $70 million from our new credit facility, and we exited the December quarter with $466 million in cash, cash equivalents and investments. Excluding the credit-facility impact, we achieved our aggressive target, set a year ago, of exiting calendar 2005 with the same level of cash, cash equivalents and investments that we held at the end of calendar 2004. Days sales

 


 

     
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outstanding improved sequentially from 37 days in the prior quarter to 33 days, and internal inventory was further reduced by $16.5 million sequentially, with inventory turns increasing from 5.4 times in the previous quarter to 6.8 times in the first quarter of fiscal 2006.
     “We are now focusing our efforts on the third and final phase of our recovery plan, which consists of capitalizing on the profit leverage in our current business model to deliver accelerated earnings growth. In this phase, our highest-priority goal is the achievement of double-digit core operating margins before the end of calendar 2006.”
Second Fiscal Quarter 2006 Outlook
     “In consumer electronics markets, which we largely serve, the March quarter is traditionally weaker than the December quarter,” Decker said. “However, our overall demand outlook remains strong, and we expect to grow second fiscal quarter revenues 3 to 5 percent sequentially. We anticipate that core gross margins for the current quarter will be in a range of 41.5 to 42.5 percent of revenues as a result of continued progress in our gross-margin-improvement initiatives, and we expect core operating expenses to increase modestly to $84 million to $85 million, primarily as a result of annual employee salary increases.
     “Demonstrating the continuing leverage in our business model, we anticipate that our 3 to 5 percent sequential revenue growth in the second fiscal quarter will drive an increase in core operating income of approximately 25 percent sequentially,” Decker said. “Finally, we expect our core net income to be $0.02 per share, based on approximately 495 million diluted shares outstanding.”
Note to Editors, Analysts and Investors
     Conexant’s conference call will take place on Wednesday, January 25, 2006, at 5:00 p.m. Eastern Time / 2:00 p.m. Pacific Time. 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); security code: Conexant. 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: 4323896.
About Conexant
     Conexant’s innovative semiconductor solutions are driving broadband communications and digital home networks worldwide. The company has leveraged its expertise and leadership position in modem technologies to enable more Internet connections than all of its competitors combined, and continues to develop highly integrated silicon solutions for broadband data and media processing networks.
     Key products include client-side xDSL and cable modem solutions, home network processors, broadcast video encoders and decoders, digital set-top box components and systems solutions, and dial-up modems. Conexant’s suite of networking components includes a leadership portfolio of IEEE 802.11a/b/g-compliant WLAN chipsets, software and reference designs, as well as solutions for applications based on HomePlug® and HomePNA. The company also offers

 


 

     
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a complete line of asymmetric and symmetric DSL central office solutions, which are used by service providers worldwide to deliver broadband data, voice, and video over copper telephone lines.
     Conexant is a fabless semiconductor company with an annual revenue run-rate in excess of $900 million. The company has approximately 2,500 employees worldwide, and is headquartered in Newport Beach, Calif. To learn more, please visit www.conexant.com.
Safe Harbor
     “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 forward-looking statements.
     These risks and uncertainties include, but are not limited to: general economic and political conditions and conditions in the markets we address; the substantial losses the company has incurred recently; the cyclical nature of the semiconductor industry and the markets addressed by the company’s and its customers’ products; continuing volatility in the technology sector and the semiconductor industry; demand for and market acceptance of new and existing products; successful development of new products; the timing of new product introductions and product quality; the company’s ability to anticipate trends and develop products for which there will be market demand; the availability of manufacturing capacity; pricing pressures and other competitive factors; changes in product mix; product obsolescence; the ability of our customers to manage inventory; the ability to develop and implement new technologies and to obtain protection for the related intellectual property; the uncertainties of litigation and the demands it may place on the time and attention of company management; 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.

 


 

     
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CONEXANT SYSTEMS, INC.
GAAP Condensed Consolidated Statements of Operations

(unaudited, in thousands, except per share amounts)
                         
    Three Months Ended  
    December 31,     September 30,     December 31,  
    2005     2005     2004  
Net revenues (Note 1)
  $ 230,706     $ 214,916     $ 140,621  
Cost of goods sold (Note 1)
    134,953       128,312       133,465  
 
                 
Gross margin
    95,753       86,604       7,156  
 
                       
Operating expenses:
                       
Research and development
    64,359       58,634       72,541  
Selling, general and administrative
    38,601       28,412       30,006  
Amortization of intangible assets
    7,907       7,920       8,293  
Special charges
    915       4,715       19,257  
 
                 
Total operating expenses
    111,782       99,681       130,097  
 
                 
 
                       
Operating loss
    (16,029 )     (13,077 )     (122,941 )
 
                       
Interest expense
    8,802       8,401       8,431  
 
                       
Other (income) expense, net
    (1,276 )     (72,046 )     (11,186 )
 
                 
 
                       
Income (loss) before income taxes
    (23,555 )     50,568       (120,186 )
 
                       
Provision for income taxes
    716       487       532  
 
                 
 
                       
Net income (loss)
  $ (24,271 )   $ 50,081     $ (120,718 )
 
                 
 
                       
Basic net income (loss) per share
  $ (0.05 )   $ 0.11     $ (0.26 )
 
                 
 
                       
Diluted net income (loss) per share
  $ (0.05 )   $ 0.10     $ (0.26 )
 
                 
 
                       
Shares used in basic per-share computation
    474,043       472,828       468,369  
 
                 
 
                       
Shares used in diluted per-share computation
    474,043       484,825       468,369  
 
                 
Note 1- Includes $52.9 million of inventory charges during the three months ended December 31, 2004, consisting of $45.0 million of charges for internal inventory and approximately $7.9 million of charges for channel inventory.

 


 

     
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CONEXANT SYSTEMS, INC.
Reconciliation of GAAP Financial Measures to Non-GAAP Core Financial Measures
(unaudited, in thousands, except per share amounts)
                         
    Three Months Ended  
    December 31,     September 30,     December 31,  
    2005     2005     2004  
GAAP cost of goods sold
  $ 134,953     $ 128,312     $ 133,465  
Stock-based compensation (a)
    (298 )            
 
                 
Non-GAAP Core cost of goods sold
  $ 134,655     $ 128,312     $ 133,465  
 
                 
 
                       
GAAP operating expenses
  $ 111,782     $ 99,681     $ 130,097  
Stock compensation (a)
    (14,018 )     (3,019 )     (2,989 )
Transitional salaries and benefits (b)
    (217 )     (1,207 )     (4,335 )
IP litigation support costs (c)
    (5,657 )     (2,875 )     (2,197 )
Amortization of intangible assets (d)
    (7,907 )     (7,920 )     (8,293 )
Special charges (e)
    (915 )     (4,715 )     (19,257 )
 
                 
Non-GAAP Core operating expenses
  $ 83,068     $ 79,945     $ 93,026  
 
                 
 
                       
GAAP operating loss
  $ (16,029 )   $ (13,077 )   $ (122,941 )
Cost of goods sold adjustments described above (a).
    298              
Operating expense adjustments described above (a-e)
    28,714       19,736       37,071  
 
                 
Non-GAAP Core operating income (loss)
  $ 12,983     $ 6,659     $ (85,870 )
 
                 
 
                       
GAAP net income (loss)
  $ (24,271 )   $ 50,081     $ (120,718 )
Cost of goods sold adjustments described above (a).
    298              
Operating expense adjustments described above (a-e)
    28,714       19,736       37,071  
Losses of equity method investments (f)
    2,071       2,055       3,089  
Unrealized (gain) loss on Mindspeed warrant (g)
    4,311       (21,951 )     (14,773 )
Gain on sale of equity securities (h)
    (3,837 )     (48,975 )      
Other (i)
          (633 )      
 
                 
Non-GAAP Core net income (loss)
  $ 7,286     $ 313     $ (95,331 )
 
                 
 
                       
Basic net income (loss) per share:
                       
GAAP
  $ (0.05 )   $ 0.11     $ (0.26 )
 
                 
Non-GAAP Core (j)
  $ 0.02     $ 0.00     $ (0.20 )
 
                 
 
                       
Diluted net income (loss) per share:
                       
GAAP
  $ (0.05 )   $ 0.10     $ (0.26 )
 
                 
Non-GAAP Core (j)
  $ 0.02     $ 0.00     $ (0.20 )
 
                 
See “GAAP to Non-GAAP Core Adjustments” below

 


 

     
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GAAP to Non-GAAP Core Adjustments:
(a) Stock-based compensation expense for the three months ended December 31, 2005 is based on the fair value of all stock options and employee stock purchase plan shares in accordance with SFAS No. 123(R), which we adopted on October 1, 2005. Stock-based compensation expense for the three months ended September 30, 2005 and December 31, 2004 is based on the intrinsic value of acquired or exchanged unvested stock options in business combinations, which is in accordance with previous accounting standards.
(b) Transitional salaries and benefits represent amounts earned by employees who have been notified of their termination as part of the Company’s restructuring activities, from the date of their notification. Included in the amounts for the three months ended December 31, 2005, September 30, 2005 and December 31, 2004 are $9, $151 and $296, respectively, of facilities related costs.
(c) IP litigation support costs related to one of the Company’s intellectual property litigation matters.
(d) Amortization of intangible assets resulting from the Company’s previous business combinations.
(e) Restructuring charges, asset impairments, integration costs and other special items.
(f) Non-operating gains and losses resulting from the Company’s equity method investments.
(g) Non-operating unrealized gains and losses associated with fair value changes in the Company’s ownership of the Mindspeed warrant accounted for as a derivative instrument.
(h) Recognized gains on the sale of investments.
(i) Other gains and losses which are not part of the core on-going operations of the Company.
(j) In periods of non-GAAP core net income, the dilutive effect of stock options and warrants under the treasury stock method has been added to the basic weighted average shares to compute diluted weighted average shares. For the three months ended December 31, 2005 and September 30, 2005, 8,651 and 4,633 shares, respectively, have been added to basic weighted average shares to arrive at diluted weighted average shares for purposes of the non-GAAP core diluted net income per share computations.
Non-GAAP Financial Measures:
The Company has presented non-GAAP cost of goods sold, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP net income (loss) and non-GAAP basic and diluted net income (loss) 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. These 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 than non-GAAP financial measures presented by other companies.
GAAP Guidance:
The Company does not present GAAP guidance due to its 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.

 


 

     
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CONEXANT SYSTEMS, INC.
Condensed Consolidated Balance Sheets

(unaudited, in thousands)
                         
    December 31,     September 30,     December 31,  
    2005     2005     2004  
ASSETS                        
Current assets:
                       
Cash and cash equivalents (Note 2)
  $ 299,228     $ 202,704     $ 132,326  
Marketable securities (Note 2)
    115,570       139,306       135,597  
Restricted cash
    7,500             --  
Receivables, net
    84,586       87,240       92,864  
Inventories
    78,831       95,329       136,438  
Mindspeed warrant-current portion
                5,634  
Other current assets
    14,910       14,701       17,521  
 
                 
Total current assets
    600,625       539,280       520,380  
Property, plant and equipment, net
    50,322       50,700       53,266  
Goodwill
    714,786       717,013       714,852  
Intangible assets, net
    98,803       106,709       128,947  
Mindspeed warrant
    28,826       33,137       35,737  
Marketable securities-long term (Note 2)
    51,288       38,485       123,266  
Other assets
    93,441       96,200       112,936  
 
                 
Total assets
  $ 1,638,091     $ 1,581,524     $ 1,689,384  
 
                 
 
                       
LIABILITIES AND SHAREHOLDERS’ EQUITY
                       
 
                       
Current liabilities:
                       
Current portion of long-term debt
  $ 196,825     $ 196,825     $  
Short-term debt
    76,568              
Accounts payable
    108,041       108,957       89,171  
Accrued compensation and benefits
    30,085       27,505       44,511  
Restructuring and reorganization liabilities
    27,171       28,829       28,205  
Other current liabilities
    64,114       51,308       51,502  
 
                 
Total current liabilities
    502,804       413,424       213,389  
Long-term debt
    515,000       515,000       711,825  
Other liabilities
    80,177       84,007       64,741  
 
                 
Total liabilities
    1,097,981       1,012,431       989,955  
 
                 
Shareholders’ equity
    540,110       569,093       699,429  
 
                 
Total liabilities and shareholders’ equity
  $ 1,638,091     $ 1,581,524     $ 1,689,384  
 
                 
Note 2- Cash, Cash Equivalents and Marketable Securities
                         
    December 31,     September 30,     December 31,  
    2005     2005     2004  
Cash and cash equivalents
  $ 299,228     $ 202,704     $ 132,326  
Other short-term marketable securities (primarily mutual funds, domestic government agencies and corporate debt securities)
    84,099       95,902       2,587  
Long-term marketable securities (primarily domestic government agencies and corporate debt securities)
    51,288       38,485       123,266  
 
                 
Subtotal
    434,615       337,091       258,179  
 
                 
Equity securities- Skyworks Solutions, Inc. (6.2
                       
million shares at December 31, 2005, September 30, 2005, and December 31, 2004)
    31,471       43,404       58,305  
Equity securities- SiRF Technologies, Inc. (zero shares at December 31, 2005 and September 30, 2005 and 5.9 million shares at December 31, 2004)
                74,705  
 
                 
Total cash, cash equivalents and marketable securities
    466,086     $ 380,495     $ 391,189  
 
                 
 
                       
Less: Impact of drawdown on line of credit (net of fees and required restricted cash balance)
    (68,024 )                
 
                     
Total cash, cash equivalents and marketable securities, net of impact of drawdown on line of credit
  $ 398,062                  
 
                     

 


 

     
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CONEXANT SYSTEMS, INC.
Selected Other Data

(unaudited, in thousands)
                         
    Three Months Ended  
    December 31,     September 30,     December 31,  
Revenues By Region:   2005     2005     2004  
                         
Americas
  $ 19,210     $ 20,984     $ 18,439  
Asia-Pacific
    196,864       181,311       105,472  
Europe, Middle East and Africa
    14,632       12,621       16,710  
 
                 
 
  $ 230,706     $ 214,916     $ 140,621  
 
                 
 
                       
Cash Flow Data:
                       
Depreciation of PP&E
  $ 4,433     $ 4,540     $ 4,838  
Capital expenditures
  $ 5,780     $ 5,365     $ 2,082