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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ______________________________________
 
Form 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2012
 
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                 to                 
 
Commission file number 1-31614
 ______________________________________
 
VITESSE SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
77-0138960
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
741 Calle Plano
Camarillo, California 93012
(Address of principal executive offices)(zip code)
 
Registrant’s telephone number, including area code: (805) 388-3700
 ______________________________________ 
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
Accelerated filer x
 
 
Non-accelerated filer o
Smaller reporting company o
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x
 
As of May 4, 2012, there were 25,292,377 shares of the registrant’s $0.01 par value common stock outstanding. 
 



VITESSE SEMICONDUCTOR CORPORATION
UNAUDITED QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012

TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2


PART I. FINANCIAL INFORMATION
 
ITEM 1:  FINANCIAL STATEMENTS
 
VITESSE SEMICONDUCTOR CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEETS
 
 
March 31,
2012
 
September 30,
2011
 
(in thousands)
ASSETS
 

 
 

Current assets:
 

 
 

Cash
$
19,212

 
$
17,318

Accounts receivable, net
10,333

 
9,591

Inventory
16,898

 
20,857

Restricted cash
391

 
404

Prepaid expenses and other current assets
2,133

 
2,039

Total current assets
48,967

 
50,209

Property, plant and equipment, net
4,890

 
5,934

Other intangible assets, net
1,621

 
1,781

Other assets
2,859

 
3,070

 
$
58,337

 
$
60,994

 
 
 
 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
5,958

 
$
5,198

Accrued expenses and other current liabilities
13,521

 
14,463

Deferred revenue
3,197

 
3,878

Current portion of capital leases
11

 
11

Total current liabilities
22,687

 
23,550

Other long-term liabilities
1,660

 
1,927

Long-term debt, net
15,637

 
15,444

Compound embedded derivative
9,778

 
7,796

Convertible subordinated debt, net of discount
41,616

 
40,736

Total liabilities
91,378

 
89,453

Commitments and contingencies, See note 10


 


Stockholders' deficit:
 

 
 

Preferred stock, $0.01 par value. 10,000,000 shares authorized; Series B Non Cumulative, Convertible, 134,720 shares outstanding at March 31, 2012 and September 30, 2011
1

 
1

Common stock, $0.01 par value. 250,000,000 shares authorized; 25,291,058 and 24,470,280 shares outstanding at March 31, 2012 and September 30, 2011, respectively
253

 
245

Additional paid-in-capital
1,826,884

 
1,824,433

Accumulated deficit
(1,860,179
)
 
(1,853,138
)
Total stockholders' deficit
(33,041
)
 
(28,459
)
 
$
58,337

 
$
60,994

 
 
 
 
 
See accompanying notes to unaudited consolidated financial statements.


3


VITESSE SEMICONDUCTOR CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
2012
 
2011
 
2012
 
2011
 
(in thousands, except per share data)
Net revenues:
 

 
 

 
 
 
 
Product revenues
$
27,195

 
$
34,403

 
$
56,137

 
$
71,999

Intellectual property revenues
2,542

 
2,489

 
3,591

 
2,640

Net revenues
29,737

 
36,892

 
59,728

 
74,639

Costs and expenses:
 

 
 

 
 

 
 
Cost of product revenues
10,595

 
12,995

 
22,758

 
27,343

Engineering, research and development
9,580

 
14,898

 
22,005

 
29,080

Selling, general and administrative
8,379

 
9,978

 
15,803

 
20,436

Restructuring and impairment charges
4

 
78

 
32

 
342

Amortization of intangible assets
79

 
61

 
146

 
226

Costs and expenses
28,637

 
38,010

 
60,744

 
77,427

Income (loss) from operations
1,100

 
(1,118
)
 
(1,016
)
 
(2,788
)
Other expense (income):
 

 
 

 
 

 
 
Interest expense, net
1,924

 
2,039

 
3,873

 
4,558

Loss on compound embedded derivative
5,280

 
1,976

 
1,982

 
5,460

Loss on extinguishment of debt

 
3,874

 

 
3,874

Other expense (income), net
29

 
(41
)
 
41

 
(56
)
Other expense, net
7,233

 
7,848

 
5,896

 
13,836

Loss before income tax expense
(6,133
)
 
(8,966
)
 
(6,912
)
 
(16,624
)
Income tax expense
63

 
75

 
129

 
149

Net loss
$
(6,196
)
 
$
(9,041
)
 
$
(7,041
)
 
$
(16,773
)
 
 
 
 
 
 
 
 
Net loss per common share - basic and diluted
$
(0.25
)
 
$
(0.37
)
 
$
(0.28
)
 
$
(0.69
)
 
 
 
 
 
 
 
 
Weighted average common shares outstanding - basic and diluted
25,043

 
24,303

 
24,776

 
24,175

 
See accompanying notes to unaudited consolidated financial statements.


4


VITESSE SEMICONDUCTOR CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
 
 
 
Preferred Stock
 
Common Stock
 
Additional
Paid-in-Capital
 
Accumulated Deficit
 
Total
Stockholders' Deficit
(in thousands, except share data)
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
 
Balance at September 30, 2011
 
134,720

 
$
1

 
24,470,280

 
$
245

 
$
1,824,433

 
$
(1,853,138
)
 
$
(28,459
)
Net loss
 

 

 

 

 

 
(7,041
)
 
(7,041
)
Compensation expense related to stock options, awards and ESPP
 

 

 

 

 
2,209

 

 
2,209

Issuance of common stock upon exercise of stock options
 

 

 
2,922

 

 
8

 

 
8

Issuance of shares under ESPP
 

 

 
334,646

 
3

 
865

 

 
868

Release of restricted stock units
 

 

 
685,479

 
7

 
(7
)
 

 

Repurchase and retirement of restricted stock units for payroll taxes
 

 

 
(202,269
)
 
(2
)
 
(624
)
 

 
(626
)
Balance at March 31, 2012
 
134,720

 
$
1

 
25,291,058

 
$
253

 
$
1,826,884

 
$
(1,860,179
)
 
$
(33,041
)
 
See accompanying notes to unaudited consolidated financial statements.


5


VITESSE SEMICONDUCTOR CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Six Months Ended March 31,
 
2012
 
2011
 
(in thousands)
Cash flows provided by (used in) operating activities:
 

 
 

Net loss
$
(7,041
)
 
$
(16,773
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 

 
 

Depreciation and amortization
1,492

 
1,856

Stock-based compensation
2,209

 
1,608

Change in fair value of compound embedded derivative liability
1,982

 
5,460

Loss (gain) on disposal of assets
659

 
(42
)
Loss on extinguishment of debt, net

 
3,874

Interest paid in kind

 
415

Amortization of debt issuance costs
136

 
210

Amortization of debt discounts
1,156

 
917

Accretion of debt premiums
(77
)
 
(30
)
Change in operating assets and liabilities:
 
 
 

Accounts receivable
(742
)
 
393

Inventory
3,959

 
1,366

Prepaids and other assets
3

 
1,063

Accounts payable
760

 
(2,124
)
Accrued expenses and other liabilities
(351
)
 
(3,342
)
Deferred revenue
(681
)
 
(3,559
)
Net cash provided by (used in) operating activities
3,464

 
(8,708
)
 
 
 
 
Cash flows used in investing activities:
 

 
 

Capital expenditures
(258
)
 
(1,674
)
Payments under licensed intangibles
(688
)
 
(814
)
Net cash used in investing activities
(946
)
 
(2,488
)
 
 
 
 
Cash flows used in financing activities:
 

 
 

Proceeds from the exercise of stock options
8

 

Payment of senior debt

 
(8,000
)
Debt issuance costs

 
(60
)
Prepayment fee on senior debt

 
(80
)
Repurchase and retirement of restricted stock units for payroll taxes
(626
)
 
(554
)
Capital lease obligations
(6
)
 
(4
)
Net cash used in financing activities
(624
)
 
(8,698
)
 
 
 
 
Net increase (decrease) in cash
1,894

 
(19,894
)
Cash at beginning of period
17,318

 
38,127

Cash at end of period
$
19,212

 
$
18,233

 
 
 
 
Supplemental disclosure of non cash transactions:
 

 
 

Cash paid during the year for:
 

 
 

Interest
$
2,660

 
$
3,056

Income taxes
264

 
336

Non cash investing and financing activities:
 

 
 

Common stock issued under ESPP
868

 

Common stock issued in exchange for Series B Preferred Stock

 
3

Residual value allocated to the equity conversion feature

 
2,490

Premium related to Term B Loan issued in debt exchange

 
2,572

See accompanying notes to unaudited consolidated financial statements.

6


VITESSE SEMICONDUCTOR CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
For the three and six months ended March 31, 2012
 
NOTE 1—THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES
 
Description of Business
 
Vitesse Semiconductor Corporation (“Vitesse,” the “Company,” “us” or “we”) is a leading supplier of high-performance integrated circuits (“ICs”) that are utilized primarily by manufacturers of networking systems for Carrier and Enterprise networking applications. Vitesse designs, develops and markets a diverse portfolio of high-performance, low-power and cost-competitive semiconductor products for these applications.
 
Vitesse was incorporated in the state of Delaware in 1987. Our headquarters are located at 741 Calle Plano, Camarillo, California, and our phone number is (805) 388-3700. Our stock trades on the NASDAQ Global Market under the ticker symbol VTSS.
 
Fiscal Year
 
Our fiscal year is October 1 through September 30.
 
Basis of Presentation
 
The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 10 of SEC Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended September 30, 2011, included in our Annual Report on Form 10-K filed with the SEC on December 6, 2011.
 
The consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly our consolidated financial position at March 31, 2012 and September 30, 2011, the consolidated results of our operations for the three and six months ended March 31, 2012 and 2011, the consolidated cash flows for the six months ended March 31, 2012 and 2011, and the changes in our stockholders’ deficit for the six months ended March 31, 2012. The results of operations for the three and six months ended March 31, 2012 are not necessarily indicative of the results to be expected for future quarters or the full year.
 
Reclassifications
 
Certain reclassifications have been made to prior year amounts and related footnotes to conform to current-year presentation with no changes to stockholders’ deficit amounts for the six months ended March 31, 2011 or net loss for the three and six months ended March 31, 2011.
 
Use of Estimates
 
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes to the unaudited consolidated financial statements. Management regularly evaluates estimates and assumptions related to revenue recognition, allowances for doubtful accounts, warranty reserves, inventory reserves, stock-based compensation, derivative valuation, purchased intangible asset valuations and useful lives, and deferred income tax asset valuation allowances. These estimates and assumptions are based on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The actual results we experience may differ materially and adversely from our original estimates. To the extent there are material differences between the estimates and the actual results, our future results of operations will be affected.




7


Revenue Recognition
 
Product revenues
 
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition, we recognize product revenue when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price to the customer is fixed or determinable, and (iv) collection of the sales price is reasonably assured. Delivery occurs when goods are shipped and title and risk of loss transfer to the customer, in accordance with the terms specified in the arrangement with the customer. Revenue recognition is deferred in all instances where the earnings process is incomplete. We recognize revenue on goods shipped directly to customers, based on when shipping terms result in title transfer, as that is when title passes to the customer and all revenue recognition criteria specified above are met.
 
A portion of our product sales is made through distributors under agreements allowing for pricing credits and/or right of return. Our past history with these pricing credits and/or right of return provisions prevent us from being able to reasonably estimate the final price of our inventory to be sold and the amount of inventory that could be returned pursuant to these agreements. As a result, the fixed and determinable revenue recognition criterion has not been met at the time we deliver products allowing for pricing credits or right of returns. Accordingly, product revenue from sales made through these distributors is not recognized until the distributors ship the product to their customers. We also maintain inventory, or hub, arrangements with certain customers. Pursuant to these arrangements, we deliver products to a customer or a designated third-party warehouse based upon the customer’s projected needs, but do not recognize revenue unless and until the customer reports that it has removed our product from the warehouse and taken title and risk of loss.
 
From time-to-time, we may ship goods to our distributors with no pricing credits and/or no or limited right of return.  Under these circumstances, at the time of shipment, product prices are fixed or determinable and the amount of future returns and pricing allowances to be granted in the future can be reasonably estimated and are accrued. Accordingly, revenues are recorded net of these estimated amounts.
 
Intellectual property revenues
 
We derive intellectual property (“IP”) revenues from the license of our IP, maintenance and support, and royalty revenue following the sale by our licensees of products incorporating the licensed technology. We enter into IP licensing agreements that generally provide licensees the right to incorporate our IP components in their products with terms and conditions that vary by licensee. Our IP licensing agreements may include multiple elements with an IP license bundled with support services. For such multiple element IP licensing arrangements, we follow the guidance in ASC Topic 605-025 , Multiple-Element Arrangements, to determine whether there is more than one unit of accounting.
 
We recognize revenue from the sale of patents when there is persuasive evidence of an arrangement, fees are fixed or determinable, delivery has occurred, and collectability is reasonably assured. All of the requirements are generally fulfilled upon execution of the patent sale arrangement.
 
License and contract revenues are recorded upon delivery of the technology when there is persuasive evidence of an arrangement, fees are fixed or determinable, delivery has occurred, and collectability is reasonably assured. Other than maintenance and support, there is no continuing obligation under these arrangements after delivery of the IP. Deferred revenue is created when we bill a customer in accordance with a contract prior to having met the requirements for revenue recognition.
 
Certain of our agreements may contain support obligations. Under such agreements we provide unspecified, when and if, bug fixes and technical support. No other upgrades, products, or post-contract support are provided. These arrangements may be renewable annually by the customer. Support revenue is recognized ratably over the period during which the obligation exists, typically 12 months or less.
 
We recognize royalty revenue in the period in which the licensee reports shipment of products incorporating our IP components. Royalties are calculated on a per unit basis, as specified in our agreement with the licensee. We may, at our discretion and in accordance with our agreements, engage a third-party to perform royalty audits of our licensees. Any correction of royalties previously reported would occur when the results are resolved.
 




8


Multiple element transactions
 
For multiple-element arrangements, we allocate revenue to all deliverables based on their relative selling prices. In such circumstances, we use a hierarchy to determine the selling price to be used for allocating revenues to deliverables: (i) vendor-specific objective evidence of fair value (VSOE); (ii) third-party evidence of selling price (TPE); and (iii) best estimate of the selling price (ESP). VSOE generally exists only when we sell the deliverable separately and revenue is the price actually charged by us for that deliverable. Generally, we are not able to determine TPE because our licensing arrangements differ from that of our peers. We have concluded that no VSOE or TPE exists because it is rare that either we or our competitors sell the deliverables on a stand-alone basis. ESPs reflect our best estimate of what the selling prices of the elements would be if they were sold regularly on a stand-alone basis. While changes in the allocation of the estimated sales price between the units of accounting will not affect the amount of total revenue recognized for a particular sales arrangement, any material changes in these allocations could impact the timing of revenue recognition, which could affect our results of operations.

In determining ESPs, we apply significant judgment as we weigh a variety of factors, based on the facts and circumstances of the arrangement. The facts and circumstances we may consider include, but are not limited to, prices charged for similar offerings, if any, our historical pricing practices as well as the nature and complexity of different technologies being licensed, geographies and the number of uses allowed for a given license.
 
Fair Value
 
ASC Topic 820, Fair Value Measurements, establishes a framework for measuring fair value and requires disclosures about fair value measurement. ASC 820 emphasizes that a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 established the following fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs):
 
Level 1:  Observable inputs such as quoted prices for identical assets or liabilities in active markets;
 
Level 2:  Other inputs observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborate inputs; and
 
Level 3:  Unobservable inputs for which there is little or no market data and which requires the owner of the assets or liabilities to develop its own assumptions about how market participants would price these assets or liabilities. We only have one Level 3 recurring fair value measurement, the compound embedded derivative.
 
Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy.
 
Financial Instruments
 
ASC Topic 825, Financial Instruments, defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. Our financial instruments include cash, accounts receivable, accounts payable, and accrued expenses. These financial instruments are stated at their carrying values, which are estimates of their fair values because of their nearness to cash settlement or the comparability of their terms to the terms we could obtain, for similar instruments, in the current market. Our debt instruments are included in long-term debt, net, and convertible subordinated debt, net of discount on our unaudited consolidated balance sheets and are presented as described below:
 
Senior Term A Loan
 
At its inception, the fair value of the Term A Loan was computed using a cash flow analysis in which the periodic cash coupon payments and the principal payment at maturity were discounted to the valuation date using an appropriate market discount rate. The discount rate was determined by analyzing the seniority and securitization of the instrument, our financial condition, and observing the quoted bond yields in the fixed income market as of the valuation date.




9


Senior Term B Loan
 
At its inception, the fair value of the Term B Loan was computed using a binomial lattice model. The valuation was determined using Level 3 inputs. The valuation model combined expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, recent price quotes and trading information of our common stock into which the Term B Loan is convertible.

Convertible subordinated debt
 
We estimate the fair values of the convertible subordinated debt and compound embedded derivative (“2014 Debentures”) using a convertible bond valuation model within a lattice framework determined using Level 3 inputs. The valuation model combines expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, recent price quotes, and trading information of our common stock into which the 2014 Debentures are convertible. As the conversion price is not being indexed to our common stock, the compound embedded derivative is bifurcated and presented on the balance sheet at fair value and the compound embedded derivative is marked to market. The change in the fair value of the compound embedded derivative is a non-cash item primarily related to the change in price of the underlying common stock and is reflected in earnings. At our option, we can settle the compound embedded derivative in either cash or common stock. As we intend to, and have the ability to, satisfy the obligations with equity securities, in accordance with ASC Topic 470, Debt, we have classified the liability as a long-term liability on our consolidated balance sheets as of March 31, 2012 and September 30, 2011.
 
The valuation methodologies we use as described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
 
Intangible and Long-Lived Assets
 
Our intangible assets consist primarily of existing technologies, IP, and costs for our Enterprise Resource Planning (“ERP”) system. We account for intangible assets in accordance with ASC Topic 350, Goodwill and Others. We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. The carrying value of an asset or asset group is not recoverable if the amounts of undiscounted future cash flows the assets are expected to generate (including any net proceeds expected from the disposal of the asset) are less than its carrying value. When we identify that impairment has occurred, we reduce the carrying value of the asset to its comparable market value (if available and appropriate) or to its estimated fair value based on a discounted cash flow approach. Currently, we do not have goodwill or indefinite-lived intangible assets.
 
Allowance for Doubtful Accounts
 
We evaluate the collectability of accounts receivable at each balance sheet date using a combination of factors, such as historical experience, credit quality, age of the accounts receivable balances, and economic conditions that may affect a customer’s ability to pay. We include any accounts receivable balances that are determined to be uncollectible in the overall allowance for doubtful accounts using the specific identification method. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Our allowance for doubtful accounts is $2.0 million and $2.2 million as of March 31, 2012 and September 30, 2011, respectively.
 
Recent Accounting Pronouncements
 
Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants or the SEC did not, or are not believed by management to, have a material impact on our present or future consolidated financial statements.









10


NOTE 2—COMPUTATION OF NET LOSS PER SHARE
 
In accordance with ASC Topic 260, Earnings per Share, basic net income and loss per share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period.
 
For periods in which we report net income, the weighted average number of shares used to calculate diluted income per share is inclusive of common stock equivalents from unexercised stock options, restricted stock units, and shares to be issued under our Employee Stock Purchase Plan (“ESPP”), warrants, convertible preferred stock, and convertible debentures. Unexercised stock options, restricted stock units, ESPP shares, and warrants are considered to be common stock equivalents if, using the treasury stock method, they are determined to be dilutive. The dilutive effect of the convertible preferred stock and convertible notes is determined using the if-converted method, which assumes any proceeds that could be obtained upon the exercise of stock options, warrants and ESPP shares would be used to purchase common shares at the average market price for the period.
 
The potential common shares excluded from the diluted computation are as follows:
 
Three and Six Months Ended March 31,
 
2012
 
2011
 
(in thousands)
Outstanding stock options
1,847

 
1,906

Outstanding restricted stock units
1,743

 
1,456

Outstanding warrants

 
8

Convertible preferred stock
674

 
674

2014 Convertible debentures
10,332

 
10,332

Term B Loan convertible note
1,887

 
1,887

ESPP shares
327

 

Total potential common stock excluded from calculation
16,810

 
16,263

 
NOTE 3—INVENTORY
 
The following table provides details of inventory as of March 31, 2012 and September 30, 2011:
 
March 31,
2012
 
September 30,
2011
 
(in thousands)
Inventory:
 

 
 

Raw materials
$
1,387


$
883

Work-in-process
8,016

 
9,247

Finished goods
7,495

 
10,727

Total
$
16,898

 
$
20,857


NOTE 4—DEBT 
 
March 31,
2012
 
September 30,
2011
 
(in thousands)
Term A Loan, 10.5% fixed-rate notes, due February 2014
$
8,170

 
$
8,247

Term B Loan-convertible, 8.0% fixed-rate notes, due October 2014
7,453

 
7,177

Capital leases, non-current portion
14

 
20

Total long-term debt, net
15,637

 
15,444

2014 Convertible subordinated debentures, 8.0% fixed-rate notes, due October 2014
41,616

 
40,736

Total debt, net
$
57,253

 
$
56,180

 
The Term A Loan has a remaining principal balance of $7.9 million and is carried on the balance sheet at $8.2 million, including remaining unaccreted premium, and matures on February 4, 2014. The Term A Loan bears interest at a fixed rate of 10.5% per annum, payable quarterly in arrears. Considering the debt premium, the effective interest rate on the Term A Loan is 8.2%.

11


The Term B Loan has a principal balance of $9.3 million and is carried on the balance sheet at $7.5 million, net of remaining unamortized discount, and matures on October 30, 2014 unless converted earlier. The Term B Loan bears interest at a fixed rate of 8.0% per annum payable quarterly in arrears. Prepayments on the Term B Loan are permitted at 100% of the principal amount plus accrued interest, but only if the closing price of our common stock has been at least 130% of the conversion price in effect for at least 20 trading days during the 30 consecutive trading day period ending on the day prior to the date of notice of prepayment. The Term B Loan is convertible into our common stock at a conversion price of $4.95 per share (equivalent to approximately 202 shares per $1,000 principal amount). The conversion terms are substantially similar to the conversion terms of the 2014 Debentures, except that there is no provision for the potential payment of a make-whole interest amount upon conversion. At March 31, 2012, conversion of the outstanding principal amount of the Term B Loan would result in the issuance of 1,887,234 shares of common stock. We can elect to settle any conversion in stock, cash or a combination of stock and cash. Considering the debt discount, the effective interest rate on the Term B Loan is 17.7%.
 
The Term A Loan and Term B Loan (collectively, “Term A and B Loans”) are collateralized by substantially all of our assets.
 
The 2014 Debentures have a principal balance of $46.5 million and are carried on the balance sheet at $41.6 million net of the remaining unamortized discount, which is being amortized as interest expense over the remaining life of the debenture, and matures on October 30, 2014, unless converted earlier. The 2014 Debentures bear interest at 8.0% per annum payable semi-annually in arrears. Prepayment of the 2014 Debentures is permitted at 100% of the principal amount plus accrued and unpaid interest, but only if the closing price of our common stock has been at least 130% of the conversion price in effect for at least 20 trading days during the 30 consecutive trading day period ending on the day prior to the date of notice of prepayment. The 2014 Debentures are convertible into our common stock at a conversion price of $4.50 per share (equivalent to approximately 222 shares per $1,000 principal amount). We can elect to settle any conversion in stock, cash or a combination of stock and cash. If a 2014 Debenture is converted into common stock on or prior to October 30, 2012, we must pay a “make-whole amount” equal to the 2014 Debenture’s scheduled remaining interest payments through October 30, 2012, which we may elect to pay in cash or in shares of common stock valued at 95% of the average daily volume weighted average price per share over a 10 day trading period. The 2014 Debentures are collateralized by a second priority interest in substantially all of our assets. At March 31, 2012, conversion of the outstanding principal amount of the 2014 Debentures would result in the issuance of 10,331,778 shares of common stock and $2.2 million in make-whole amount that may be paid in cash or by delivery of 0.6 million shares of common stock. Considering the debt discount, the effective interest rate on the Debentures is 12.24%.

The credit agreements for the Term A and B Loans and 2014 Debenture agreements provide for customary restrictions and limitations on our ability to incur indebtedness and liens on property, make restricted payments or investments, enter into mergers or consolidations, conduct asset sales, pay dividends or distributions and enter into specified transactions and activities, and also contain other customary default provisions. The agreements provide that we must repurchase, at the option of the holders, principal amounts plus accrued and unpaid interest upon the occurrence of a fundamental change involving us, as described in the agreements. Upon the occurrence of fundamental change involving us, the holders of the 2014 Debentures and the Term B Loan may be entitled to receive a “make-whole premium” if they convert their 2014 Debentures or Term B Loan into common stock, payable in additional shares of common stock, if the trading price of our common stock is between $3.20 and $16 per share. Upon the occurrence of certain change in control events, the holders of the Term A and B Loans may require us to redeem all or a portion of the loans at 100% of the principal amount plus accrued and unpaid interest.
 
Except for required repurchases upon a change in control or in the event of certain asset sales, as described in the applicable credit agreements, we are not required to make any sinking fund or redemption payments with respect to this debt. During the quarter ended March 31, 2012, a mandatory repayment of principal of $1.7 million following the sale of certain assets was waived by the lender.
 
Maturities of outstanding debt by fiscal years ending September 30 are $7.9 million and $55.8 million for 2014 and 2015, respectively.
 











12


NOTE 5—FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITY
 
Assets and liabilities measured at fair value on our balance sheet on a recurring basis include the following at March 31, 2012 and September 30, 2011:
 
March 31, 2012
 
September 30, 2011
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(in thousands)
Compound embedded derivative liability
$

 
$

 
$
9,778

 
$
9,778

 
$

 
$

 
$
7,796

 
$
7,796

 
$

 
$

 
$
9,778

 
$
9,778

 
$

 
$

 
$
7,796

 
$
7,796

 
There were no transfers in and out of Level 1 and Level 2 fair value measurements during the six months ended March 31, 2012.
 
The following table provides a reconciliation of the beginning and ending balances for the compound embedded derivative measured at fair value using significant unobservable inputs (Level 3): 
 
2012
 
2011
 
(in thousands)
Beginning balance at September 30,
$
7,796

 
$
15,476

Transfers in and /or out of Level 3

 

Purchases, sales, issuances, and settlements

 

Total net losses included in earnings
1,982

 
5,460

Ending balance as of March 31,
$
9,778

 
$
20,936

 
The compound embedded derivative liability, which is included in long term liabilities, represents the value of the equity conversion feature and a “make-whole” feature of the 2014 Debentures.
 
As of March 31, 2012, the fair value of the Term A and B Loans is $8.5 million and $9.5 million, respectively.
 
As of March 31, 2012, the fair value of the 2014 Debentures is $45.3 million excluding the fair value of the compound embedded derivative of $9.8 million.

NOTE 6—STOCK BASED COMPENSATION
 
Under all stock option plans, a total of 4.1 million shares of common stock have been reserved for issuance and 0.6 million shares are available for future grant as of March 31, 2012. The 2010 Incentive Plan permits the grant of stock options, stock appreciation rights, stock awards, performance awards, restricted stock and stock units, and other stock and cash-based awards.
 
As of March 31, 2012, none of our stock-based awards are classified as liabilities. We did not capitalize any stock-based compensation cost. Compensation costs related to our stock-based compensation plans are as follows:
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
2012
 
2011
 
2012
 
2011
 
(in thousands)
Cost of revenues
$
146

 
$
136

 
$
268

 
$
230

Engineering, research and development
388

 
250

 
764

 
470

Selling, general and administrative
612

 
538

 
1,177

 
908

Total stock-based compensation expense
$
1,146

 
$
924

 
$
2,209

 
$
1,608

 
As of March 31, 2012, there was $7.6 million of unrecognized stock-based compensation expense related to non-vested stock options, restricted stock units, and our ESPP. The weighted average period over which the unearned stock-based compensation is expected to be recognized is approximately 2.5 years. An estimated forfeiture rate of 5.23% has been applied to all unvested options and restricted stock outstanding as of March 31, 2012. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that we grant additional equity awards. 


13


Stock Option Plans
 
Activity under all stock option plans for the six months ended March 31, 2012 was as follows:
 
Shares
 
Weighted average
exercise price
 
Weighted average
remaining
contractual life (in
years)
 
Aggregate
intrinsic value
Options outstanding, September 30, 2011
1,699,183

 
$
29.77

 
6.37

 
$

Granted
378,182

 
2.55

 

 

Exercised
(2,922
)
 
2.54

 

 

Cancelled or expired
(227,704
)
 
92.71

 

 

Options outstanding, March 31, 2012
1,846,739

 
16.48

 
7.10

 
447,426

Options exercisable, March 31, 2012
996,735

 
$
27.17

 
5.60

 
$
104,826

 
This intrinsic value represents the excess of the fair market value of the Company’s common stock on the date of exercise over the exercise price of such options. The aggregate intrinsic values in the preceding table for the options outstanding represent the total pretax intrinsic value, based on our closing stock price of $3.72, as of March 31, 2012, which would have been received by the option holders had those option holders exercised their in-the-money options as of those dates. There are 0.1 million in-the-money stock options that were exercisable as of March 31, 2012.
 
The per share fair values of stock options granted in connection with stock incentive plans have been estimated using the following weighted average assumptions:
 
Six Months Ended March 31,
 
2012
 
2011
Expected life (in years)
5.63
 
6.24
Expected volatility:
 
 
 
Weighted-average
87.0%
 
85.7%
Range
86.1% - 87.1%
 
85.7% - 86.5%
Expected dividend
 
Risk-free interest rate
1.08% - 1.27%
 
2.29% - 2.78%

Our determination of the fair value of stock-based payment awards is affected by assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to: our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The fair value of employee stock options is determined in accordance with ASC 718 and Staff Accounting Bulletin ("SAB") No. 107, as amended by SAB No. 110, which provides supplemental application guidance based on the views of the SEC, using an option-pricing model; however, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction, or actually realized by the employee upon exercise.
 
A summary of restricted stock unit activity for the six months ended March 31, 2012 is as follows:
 
Restricted
Stock Units
 
Weighted Average
Grant-Date Fair
Value per Share
 
Weighted average
remaining
contractual life (in
years)
 
Aggregate
intrinsic value
Restricted stock units expected to vest September 30, 2011
1,295,979

 
$
4.67

 
 
 
 
Awarded
1,222,988

 
2.56

 
 
 
 
Released
(685,479
)
 
3.91

 
 
 
 
Forfeited
(90,277
)
 
3.63

 
 
 
 
Restricted stock units expected to vest March 31, 2012
1,743,211

 
$
3.54

 
1.54

 
$
6,484,745

 



14


From time-to-time, we retain shares of common stock from employees upon vesting of restricted shares and restricted stock units to cover income tax withholding. The impact of such withholding totaled $0.6 million for the six months ended March 31, 2012, and was recorded as settlement on restricted stock tax withholding in the accompanying unaudited consolidated statements of stockholders’ deficit.
 
Employee Stock Purchase Plan
 
In January 2011, our stockholders approved the 2011 ESPP under which 2.5 million shares of common stock are reserved for issuance. The second purchase period began on February 1, 2012 and ends July 31, 2012. The fair value of the ESPP awards are calculated in accordance with ASC 718-50, Employee Share Purchase Plans, under which the fair value of each share granted under the ESPP is equal to the sum of 15% of a share of stock, a call option for 85% of a share of stock, and a put option for 15% of a share of stock. The fair value of the call and put options are determined using the Black-Scholes pricing model. We used the following assumptions: expected useful life of 0.5 years, weighted average expected volatility of 48.4%, a zero dividend rate, and a risk-free interest rate of 0.09%. We recognized approximately $0.2 million and $0.3 million in stock compensation for the three and six months ended March 31, 2012 related to the ESPP. On January 31, 2012, 0.3 million shares were issued at a price per share of $2.59, a 15.0% discount to the share price on that date.

NOTE 7—INCOME TAXES
 
The provision for income taxes as a percentage of income from operations before income taxes was (1.9)% for the six months ended March 31, 2012 compared to (0.8)% for the comparable period in the prior year. Our effective tax rate is primarily impacted by net operating losses.
 
Because we have historically experienced net tax losses, the benefits of which resulted in recognized deferred tax assets,
we have placed a valuation allowance against our otherwise recognizable deferred tax assets. At September 30, 2011, we had approximately $82.9 million of Federal net operating losses (“NOLs”) that can be used in future tax years. Of this amount, $56.3 million is subject to an annual limitation of $3.1 million caused by a prior ownership change. In general, an ownership change will occur if there is a cumulative change in Vitesse's ownership by “5% shareholders” (as defined in the Code) that exceeds 50 percentage points over a rolling three-year period. Should an “ownership change” occur, it could significantly diminish the value of our net operating loss carryforwards by limiting the rate at which they could be permitted to offset them against any future taxable income. Our ability to utilize our NOLs and other deferred tax assets to offset future taxable income may be significantly limited if we experience another “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). 

 
NOTE 8—RESTRUCTURING AND IMPAIRMENT CHARGES
 
The combined summary of the recent activity related to our restructuring plans are as follows:

 
Facility
Consolidation and
Operating Lease
Commitments
 
Severance
Costs
 
Property and
Equipment
Impairment
Charges
 
Total
 
(in thousands)
Liability balance at September 30, 2011
$
2,310

 
$
298

 
$

 
$
2,608

Charged to operations

 
24

 

 
24

Non-cash charges
8

 

 

 
8

Cash payments
(443
)
 
(305
)
 

 
(748
)
Liability balance at March 31, 2012
$
1,875

 
$
17

 
$

 
$
1,892

 
In September 2011, we initiated a restructuring plan to further align our resources with our strategic business objectives. Employees impacted under this plan were notified prior to the end of fiscal year 2011. In September 2011, we consolidated our Camarillo operations into a single facility and exited an adjacent leased facility. As a result of the lease exit, we incurred $1.4 million in lease exit costs and $1.1 million in asset impairment charges for asset write-down for tenant improvements at the facility which will not be recovered from future related cash flows. The related facility was vacated before September 30, 2011.




15



The fair value of the lease termination liability was determined based upon the present value of the remaining lease payments reduced by the current market rate for sublease rentals of similar properties. Our ability to generate sublease income is highly dependent upon the commercial real estate conditions at the time we perform our evaluations or negotiate sublease arrangements with third parties. The amounts we have accrued represent our best estimate of the obligations we expect to incur and could be subject to adjustments as market conditions change. Changes to the estimates will be reflected as “adjustments” in the period the changes in estimates were determined. There were no changes to the estimates for the six months ended March 31, 2012. Our cash payments under the lease agreement may differ significantly from the exit accrual recorded due to the differences between actual experience and estimates made by management in establishing the lease termination accrual.
 
NOTE 9—SEGMENT AND GEOGRAPHIC INFORMATION
 
We manage and operate our business through one operating segment.
 
Net revenues to customers that were equal to or greater than 10% of total net revenues in the three and six months ended March 31, 2012 and 2011 were as follows:
 
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
2012
 
2011
 
2012
 
2011
Nu Horizons Electronics **
10.3
%
 
20.3
%
 
16.2
%
 
20.1
%
WPG **
14.0
%
 
*

 
12.2
%
 
*

Huawei
*

 
11.2
%
 
*

 
10.6
%
Harris Corporation
10.8
%
 
*

 
*

 
*

 __________________________________________________
*Less than 10% of total net revenues for period indicated.
**Distributor
 
Net revenues are summarized by geographic area as follows:
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
2012
 
2011
 
2012
 
2011
 
(in thousands)
United States
$
13,279

 
$
13,573

 
$
22,998

 
$
25,066

Asia Pacific
12,823

 
17,973

 
27,952

 
35,507

EMEA*
3,635

 
5,346

 
8,778

 
14,066

Total net revenues
$
29,737

 
$
36,892

 
$
59,728

 
$
74,639

________________________________________________
* Europe, Middle East and Africa
 
Revenue by geographic area is based upon the country of billing. The geographic location of distributors and third-party manufacturing service providers may be different from the geographic location of the ultimate end users.

We believe a substantial portion of the products billed to Original Equipment Manufacturer ("OEM"s) and third-party manufacturing service providers in the Asia Pacific region are ultimately shipped to end-markets in the United States and Europe.

We also classify our product revenues based on our three product lines: (i) Connectivity; (ii) Ethernet switching; and (iii) Transport processing.
 
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
2012
 
2011
 
2012
 
2011
 
(in thousands)
Connectivity
$
14,704

 
$
17,460

 
$
27,672

 
35,327

Ethernet switching
6,777

 
9,269

 
14,800

 
19,476

Transport processing
5,714

 
7,674

 
13,665

 
17,196

Product revenues
$
27,195

 
$
34,403

 
$
56,137

 
$
71,999


16



NOTE 10—COMMITMENTS AND CONTINGENCIES
 
We are involved in legal proceedings in the ordinary course of business, including actions against us which assert or may assert claims or seek to impose fines and penalties in substantial amounts.
 
During our normal course of business, we make certain contractual guarantees and indemnities pursuant to which we may be required to make future payments under specific circumstances. We review our exposure under these agreements no less than annually, or more frequently when events indicate. Except for our established warranty reserves, we do not expect that any potential payments in connection with any of these indemnity obligations would have a material adverse effect on our consolidated financial position. Accordingly, except for established warranty reserves, we have not recorded any liabilities for these agreements as of March 31, 2012 and September 30, 2011.
 
Patents and Licenses
 
We have entered into various licensing agreements requiring primarily fixed fee royalty payments. Certain of these agreements contain provisions for the payment of guaranteed or minimum royalty amounts. In the event that we fail to pay any minimum annual royalties, these licenses may automatically be terminated.
 
Warranties
 
We establish reserves for future product warranty costs that are expected to be incurred pursuant to specific warranty provisions with our customers. Our warranty reserves are established at the time of sale and updated throughout the warranty period based upon numerous factors including historical warranty return rates and expenses over various warranty periods.
 
Intellectual Property Indemnities
 
We indemnify certain customers and our contract manufacturers against liability arising from third-party claims of intellectual property rights infringement related to our products. These indemnities appear in development and supply agreements with our customers as well as manufacturing service agreements with our contract manufacturers, are not limited in amount or duration and generally survive the expiration of the contract. Given that the amount of any potential liabilities related to such indemnities cannot be determined until an infringement claim has been made, we are unable to determine the maximum amount of losses that we could incur related to such indemnifications.
 
Director and Officer Indemnities and Contractual Guarantees
 
We have entered into indemnification agreements with our directors and executive officers, which require us to indemnify such individuals to the fullest extent permitted by Delaware law. Our indemnification obligations under such agreements are not limited in amount or duration. Certain costs incurred in connection with such indemnifications may be recovered under certain circumstances under various insurance policies. Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed against a director or executive officer, we are unable to determine the maximum amount of losses that we could incur relating to such indemnities.
 
We have also entered into severance and change in control agreements with certain of our executives. These agreements provide for the payment of specific compensation benefits to such executives upon the termination of their employment with us.

General Contractual Indemnities/Products Liability
 
During the normal course of business, we enter into contracts with customers where we agreed to indemnify the other party for personal injury or property damage caused by our products. Our indemnification obligations under such agreements are not generally limited in amount or duration. Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed against a director or executive officer, we are unable to determine the maximum amount of losses that we could incur relating to such indemnities. Historically, any amounts payable pursuant to such indemnities have not had a material negative effect our business, financial condition or results of operations. We maintain general and product liability insurance as well as errors and omissions insurance, which may provide a source of recovery to us in the event of an indemnification claim.


17


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Cautionary Statement
 
You should read the following discussion and analysis in conjunction with our Unaudited Consolidated Financial Statements and the related Notes thereto contained in Part I, Item 1 of this Report. The information contained in this Quarterly Report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Report, as well as in our Annual Report on Form 10-K for the year ended September 30, 2011 (“Annual Report”) and in our other filings with the SEC, which discuss our business in greater detail.
 
This Quarterly Report contains forward-looking statements that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statements that do not directly relate to historical or current fact. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “may,” “should,” “estimates,” “predicts,” “potential,” “continue,” “becoming,” “transitioning,” and similar expressions to identify such forward-looking statements. Our forward-looking statements include statements as to our business outlook, revenues, margins, expenses, tax provision, capital resources sufficiency, capital expenditures, interest income, cash commitments, and expenses. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those referenced in the subsection entitled “Risk Factors” in Part II, Item 1A of this Report and Part I, Item 1A of our Annual Report, and similar discussions in our other SEC filings. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.
 
Overview
 
We are a leading supplier of high-performance ICs, principally targeted at systems manufacturers in the communications industry. Within the communications industry, our products address Carrier and Enterprise networking, where they enable data to be transmitted at high-speeds and processed and switched under a variety of protocols.
 
Over the last 10 years, the worldwide proliferation of the Internet and the rapid growth in the volume of data being sent over LANs and WANs has placed a tremendous strain on the existing communications infrastructure. Communication service providers have sought to increase their revenues by delivering a growing range of data services to their customers in a cost-effective manner. The resulting demand for increased bandwidth and services has created a need for faster, larger and more complex networks.
 
In recent years, we focused our product development and marketing efforts on products that leverage the convergence of Carrier and Enterprise networking to Internet Protocol-based networks. These next-generation networks share the requirements of high reliability, scalability, interoperability, and low cost. Increasingly, these networks will be delivered based on Ethernet technology. We believe that products in this emerging technology area represent the best opportunity for us to provide differentiation in the market.
 
Realization of Our Strategy
 
Several years ago, we embarked on a process to substantially re-invent Vitesse to take advantage of the dramatic ongoing transformation of our target networking markets. Towards that goal, we re-positioned our Engineering, Research and Development (“R&D”) teams and invested heavily to enter new markets, develop new products, and penetrate new customers in an effort to diversify ourselves and provide new opportunities for growth.
 
As with any high-technology company, these growth opportunities begin with new products. We improved the efficiency of our R&D by focusing our resources on two large, but independent markets: Carrier networking and Enterprise networking, which both rely increasingly on Ethernet technology, allowing us to maximize the impact of our R&D budget.
 
After two years of development, Vitesse introduced over 30 new products in 2010, over 20 new products in 2011, and we continue to introduce new products in 2012. These introductions included many new “platform” products and technology that will serve as the basis for future product development. This rate was nearly double our historic rate of product introductions and allowed us to substantially increase our served markets in both Carrier and Enterprise networking, providing us better growth opportunities. 


18


The next step to generating growth is creating market traction and design wins where we are selected by our customers over our competitors. As we took our new products to market in 2011 and 2012, we saw a dramatic increase in our customer engagements and the number of design opportunities that were being identified by our sales team. Early adoption of our products by our customers has exceeded our goals. In 2011, we recorded over 300 new design wins, a 250% increase from the prior year. Of these design wins, we expect 80% of the value to come from our Tier-1 and Tier-2 customers, and nearly 50% to come from our new products introduced in 2010 and 2011. Design wins remain strong as we enter 2012.

Together with our customers, we are now taking these new products into production. In our industry, it typically takes 12 to 18 months for our customers to go from first product sample received to first customer shipment as customers do the necessary development work to complete and qualify their systems in the network. In 2011 and the first six months of 2012, we shipped samples and pre-production on the majority of these new products, and we expect our customers to phase into volume production over the course of 2012 and into 2013.
 
As these new products ramp, we will begin a migration of our revenues to our new products, providing a new growth cycle for Vitesse. In 2011, only 5% of our revenue was from products sampled in the last three years. Based on observable market traction and the design wins captured in 2011, we expect revenues from our new products to increase in 2012 and continue to grow strongly from there.
 
We have also made solid progress on our strategy to strengthen our operational performance and execution. Our efforts in operations include reduction in materials costs and cycle times, improved product yields, implementation of programs such as lean manufacturing, and an increased emphasis on the importance of our customers. During the last three years, we accelerated our comprehensive efforts to increase our product gross margins and operating margins, which together have substantially increased our operating leverage. During the last three years we have:
 
Expanded our business in Europe and Asia, as a result of improved penetration into Tier-1 networking OEMs.
Transitioned to a fully outsourced manufacturing model by moving the majority of our California probe and test function to an outsourced, offshore Asian test contractor, which was completed in 2010. This production model substantially reduced our fixed costs, headcount, and cost of testing, and will allow us to reduce our manufacturing cycle times and better serve our growing customer base in Asia.
Consolidated multiple locations in order to gain efficiencies and streamline costs. 
Critical Accounting Policies and Estimates
 
Our discussion and analysis of our historical financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements in conformity with those principals require us to make certain estimates of certain items and judgments as to certain future events including, for example, those related to revenue recognition, inventory valuation, long-lived assets, valuation of compound embedded derivative and term loan, stock-based compensation, income taxes, and restructuring assets. These determinations, even though inherently subjective and subject to change, affect the reported amounts of our assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. While we believe that our estimates are based on reasonable assumptions and judgments at the time they are made, some of our assumptions, estimates and judgments will inevitably prove to be incorrect. As a result, actual outcomes will likely differ from our accruals, and those differences, positive or negative, could be material. Some of our accruals are subject to adjustment, as we believe appropriate, based on revised estimates and reconciliation to the actual results when available.
 
Our critical accounting policies and estimates are described in our Annual Report on Form 10-K for the year ended September 30, 2011. There have been no significant changes to these policies during the three and six months ended March 31, 2012. These policies and estimates continue to be those that we believe are most important to a reader’s ability to understand our financial results.
 
Impact of Recent Accounting Pronouncements
 
There are no recent accounting pronouncements that impact “The Company and Its Significant Accounting Policies” footnote in the accompanying notes to the unaudited consolidated financial statements.


19


Results of Operations for the three and six months ended March 31, 2012 compared to the three and six months ended March 31, 2011
 
The following table sets forth certain Unaudited Consolidated Statements of Operations data for the periods indicated. The percentages in the table are based on net revenues.
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
2012
 
2011
 
2012
 
2011
 
$
 
%
 
$
 
%
 
$
 
%
 
$
 
%
 
(in thousands, except for percentages)
Net revenues:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Product revenues
$
27,195

 
91.5
 %
 
$
34,403

 
93.3
 %
 
$
56,137

 
94.0
 %
 
$
71,999

 
96.5
 %
Intellectual property revenues
2,542

 
8.5
 %
 
2,489

 
6.7
 %
 
3,591

 
6.0
 %
 
2,640

 
3.5
 %
Net revenues
29,737

 
100.0
 %
 
36,892

 
100.0
 %
 
59,728

 
100.0
 %
 
74,639

 
100.0
 %
Costs and expenses:
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 

Cost of product revenues
10,595

 
35.6
 %
 
12,995

 
35.2
 %
 
22,758

 
38.1
 %
 
27,343

 
36.6
 %
Engineering, research and development
9,580

 
32.2
 %
 
14,898

 
40.4
 %
 
22,005

 
36.8
 %
 
29,080

 
39.0
 %
Selling, general and administrative
8,379

 
28.2
 %
 
9,978

 
27.0
 %
 
15,803

 
26.5
 %
 
20,436

 
27.4
 %
Restructuring and impairment charges
4

 
 %
 
78

 
0.2
 %
 
32

 
0.1
 %
 
342

 
0.5
 %
Amortization of intangible assets
79

 
0.3
 %
 
61

 
0.2
 %
 
146

 
0.2
 %
 
226

 
0.3
 %
Costs and expenses
28,637

 
96.3
 %
 
38,010

 
103.0
 %
 
60,744

 
101.7
 %
 
77,427

 
103.8
 %
Income (loss) from operations
1,100

 
3.7
 %
 
(1,118
)
 
(3.0
)%
 
(1,016
)
 
(1.7
)%
 
(2,788
)
 
(3.8
)%
Other expense (income):
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 

Interest expense, net
1,924

 
6.5
 %
 
2,039

 
5.5
 %
 
3,873

 
6.5
 %
 
4,558

 
6.1
 %
Loss on compound embedded derivative
5,280

 
17.8
 %
 
1,976

 
5.4
 %
 
1,982

 
3.3
 %
 
5,460

 
7.3
 %
Loss on extinguishment of debt

 
 %
 
3,874

 
10.5
 %
 

 
 %
 
3,874

 
5.2
 %
Other expense (income), net
29

 
0.1
 %
 
(41
)
 
(0.1
)%
 
41

 
0.1
 %
 
(56
)
 
(0.1
)%
Other expense, net
7,233

 
24.4
 %
 
7,848

 
21.3
 %
 
5,896

 
9.9
 %
 
13,836

 
18.5
 %
Loss before income tax expense
(6,133
)
 
(20.7
)%
 
(8,966
)
 
(24.3
)%
 
(6,912
)
 
(11.6
)%
 
(16,624
)
 
(22.3
)%
Income tax expense
63

 
0.2
 %
 
75

 
0.2
 %
 
129

 
0.2
 %
 
149

 
0.2
 %
Net loss
$
(6,196
)
 
(20.9
)%
 
$
(9,041
)
 
(24.5
)%
 
$
(7,041
)
 
(11.8
)%
 
$
(16,773
)
 
(22.5
)%

20


Product Revenues
 
We sell our products into the following markets: (i) Carrier networking; (ii) Enterprise networking; and (iii) Non-core. The Carrier networking market includes core, metro, access, mobile, and backhaul networks. The Enterprise networking market covers Ethernet switching and transmission within LANs in small-medium enterprise (“SME”) and small-medium business (“SMB”) markets. The Non-core market is comprised of products that have not received additional investment over the last five years and, as a result, have generally been in decline.
 
The following table summarizes our product revenues by market:
 
Three Months Ended March 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
Amount
 
% of Product
Revenues
 
Amount
 
% of Product
Revenues
 
Change
 
%
Change
 
(in thousands, except percentages)
 
 
Carrier networking
$
9,597

 
35.3
%
 
$
15,498

 
45.0
%
 
$
(5,901
)
 
(38.1
)%
Enterprise networking
13,148

 
48.3
%
 
16,545

 
48.1
%
 
(3,397
)
 
(20.5
)%
Non-core
4,450

 
16.4
%
 
2,360

 
6.9
%
 
2,090

 
88.6
 %
Product revenues
$
27,195

 
100.0
%
 
$
34,403

 
100.0
%
 
$
(7,208
)
 
(21.0
)%
 
Six Months Ended March 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
Amount
 
% of Product
Revenues
 
Amount
 
% of Product
Revenues
 
Change
 
%
Change
 
(in thousands, except percentages)
 
 
Carrier networking
$
21,589

 
38.5
%
 
$
33,663

 
46.7
%
 
$
(12,074
)
 
(35.9
)%
Enterprise networking
27,575

 
49.1
%
 
33,891

 
47.1
%
 
(6,316
)
 
(18.6
)%
Non-core
6,973

 
12.4
%
 
4,445

 
6.2
%
 
2,528

 
56.9
 %
Product revenues
$
56,137

 
100.0
%
 
$
71,999

 
100.0
%
 
$
(15,862
)
 
(22.0
)%

The decrease in Carrier networking revenues is primarily attributable to broad-based market decline in Carrier networking equipment for service providers resulting in inventory corrections by our customers that negatively impacted the demand for our products, particularly mature SONET-based products. The decline in Enterprise networking revenues is driven primarily by a decline in our switch and PHY products selling into low-end SME/SMB applications. This was partially offset by increased revenue from of our switch fabric products as customers increased inventory after we announced our plans to phase out production of some of these products. The increase in Non-core revenues is largely attributable to increased purchases of Network Processor (“NPU”) products, resulting from end-of-life announcements, and mature products in our Fibre Channel product line, due to a large purchase from a single customer.

In the normal course of business, we regularly assess our product portfolio to ensure it aligns with our strategy. At such time, we may make the determination to phase out products (“end-of-life”). When we end-of-life a product, we typically provide up to six months notice for our customers to make a last-time-buy of product and six additional months to take receipt of that product. As a result, the end-of-life announcement can result in near-term increases in our revenues as customers typically respond to these announcements by making last-time-buys to increase their inventories to ensure that they have adequate stock on hand to support their production forecast utilizing the end-of-life part(s).
  
Revenue for end-of-life products was $5.9 million and $2.0 million in the three months ended March 31, 2012 and 2011, respectively and $13.4 million and $3.6 million in the six months ended March 31, 2012 and 2011, respectively. Product phase-outs are part of our normal course of business, and we will continue this practice in the future; however, we cannot predict the degree and/or timing of the impact of product phase-out on future revenues. From time-to-time, upon customer request or due to a change in our product strategy, we may decide to resume producing a part we previously phased-out.


21


The following table summarizes our revenues by product line: 
 
Three Months Ended March 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
Amount
 
% of Product
Revenues
 
Amount
 
% of Product
Revenues
 
Change
 
%
Change
 
(in thousands, except percentages)
 
 
Connectivity
$
14,704

 
54.1
%
 
$
17,460

 
50.8
%
 
$
(2,756
)
 
(15.8
)%
Ethernet switching
6,777

 
24.9
%
 
9,269

 
26.9
%
 
(2,492
)
 
(26.9
)%
Transport processing
5,714

 
21.0
%
 
7,674

 
22.3
%
 
(1,960
)
 
(25.5
)%
Product revenues
$
27,195

 
100.0
%
 
$
34,403

 
100.0
%
 
$
(7,208
)
 
(21.0
)%
 
Six Months Ended March 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
Amount
 
% of Product
Revenues
 
Amount
 
% of Product
Revenues
 
Change
 
%
Change
 
(in thousands, except percentages)
 
 
Connectivity
$
27,672

 
49.3
%
 
$
35,327

 
49.1
%
 
$
(7,655
)
 
(21.7
)%
Ethernet switching
14,800

 
26.4
%
 
19,476

 
27.0
%
 
(4,676
)
 
(24.0
)%
Transport processing
13,665

 
24.3
%
 
17,196

 
23.9
%
 
(3,531
)
 
(20.5
)%
Product revenues
$
56,137

 
100.0
%
 
$
71,999

 
100.0
%
 
$
(15,862
)
 
(22.0
)%

The decrease in Connectivity revenues is largely attributable to broad-based market decline in Carrier networking equipment for service providers that impacted the demand for our products, particularly mature, SONET-based products, partially offset by increases in some of our products for Fibre Channel applications due to a large purchase by a single customer.
 
The decrease in Ethernet switching revenues is largely attributable to declines in our mature Gigabit Ethernet Copper PHYs and Ethernet Media Access Control (“MAC”) products selling primarily into Enterprise markets.

The decrease in Transport processing revenues is largely attributable to broad-based market decline in Carrier networking equipment for service providers that impacted the demand for our products, particularly our mature SONET framers, partially offset by increases in our NPU and Switch Fabrics products as customers increase inventories on these products as they approach end-of-life.
 
Net revenues to customers that were equal to or greater than 10% of total net revenues in the three and six months ended March 31, 2012 and 2011 were as follows:

 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
2012
 
2011
 
2012
 
2011
Nu Horizons Electronics **
10.3
%
 
20.3
%
 
16.2
%
 
20.1
%
WPG **
14.0
%
 
*

 
12.2
%
 
*

Huawei
*

 
11.2
%
 
*

 
10.6
%
Harris Corporation
10.8
%
 
*

 
*

 
*

 ________________________________________________
*Less than 10% of total net revenues for period indicated.
**Distributors
 
Revenue from Harris Corporation was due to a periodic purchase of some of our mature Connectivity devices.

22


Net revenues are summarized by geographic area as follows:
 
 
Three Months Ended March 31,
 
2012
 
2011
 
Amount
 
% of Total Net
Revenues
 
Amount
 
% of Total Net
Revenues
 
(in thousands, except percentages)
United States
$
13,279

 
44.7
%
 
$
13,573

 
36.8
%
Asia Pacific
12,823

 
43.1
%
 
17,973

 
48.7
%
EMEA*
3,635

 
12.2
%
 
5,346

 
14.5
%
Total net revenues
$
29,737

 
100.0
%
 
$
36,892

 
100.0
%
 
 
Six Months Ended March 31,
 
2012
 
2011
 
Amount
 
% of Total Net
Revenues
 
Amount
 
% of Total Net
Revenues
 
(in thousands, except percentages)
United States
$
22,998

 
38.5
%
 
$
25,066

 
33.6
%
Asia Pacific
27,952

 
46.8
%
 
35,507

 
47.6
%
EMEA*
8,778

 
14.7
%
 
14,066

 
18.8
%
Total net revenues
$
59,728

 
100.0
%
 
$
74,639

 
100.0
%
_________________________________________________
* Europe, Middle East and Africa
 
Revenue by geographic area is based upon the country of billing. The geographic location of distributors and third-party manufacturing service providers may be different from the geographic location of the ultimate end users.

We believe a substantial portion of the products billed to OEMs and third-party manufacturing service providers in the Asia Pacific region are ultimately shipped to end-markets in the United States and Europe.

The demand for our products is affected by various factors, including our development and introduction of new products, availability and pricing of competing products,  capacity constraints at our suppliers, end-of-life product decisions, and general economic conditions.
 
Therefore, our revenues for the three and six months ended March 31, 2012 and 2011 may not necessarily be indicative of future revenues.
 
Intellectual Property (IP) Revenues
 
Three Months Ended March 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
Amount
 
% of Net
 Revenues
 
Amount
 
% of Net
 Revenues
 
Change
 
%
Change
 
(in thousands, except percentages)
 
 
 
 
IP revenues
$
2,542

 
8.5
%
 
$
2,489

 
6.7
%
 
$
53

 
2.1
%
 
Six Months Ended March 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
Amount
 
% of Net
 Revenues
 
Amount
 
% of Net
 Revenues
 
Change
 
%
Change
 
(in thousands, except percentages)
 
 
 
 
IP revenues
$
3,591

 
6.0
%
 
$
2,640

 
3.5
%
 
$
951

 
36.0
%


23


The increase in IP revenue in the six month period ended March 31, 2012 as compared to the prior year is primarily due to the ongoing sale and licensing of IP. We continue to pursue opportunities to leverage our IP portfolio. Royalties received or recognized for the three and six months ended March 31, 2012 and 2011 were not material.  Costs associated with the sale of IP are included in selling, general and administrative expenses.

Cost of Product Revenues
 
Three Months Ended March 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
Amount
 
% of Net
Product
Revenues
 
Amount
 
% of Net
Product
Revenues
 
Change
 
%
Change
 
(in thousands, except percentages)
 
 
 
 

Cost of product revenues
$
10,595

 
39.0
%
 
$
12,995

 
37.8
%
 
$
(2,400
)
 
(18.5
)%
 
Six Months Ended March 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
Amount
 
% of Net
Product
Revenues
 
Amount
 
% of Net
Product
Revenues
 
Change
 
%
Change
 
(in thousands, except percentages)
 
 
 
 

Cost of product revenues
$
22,758

 
40.5
%
 
$
27,343

 
38.0
%
 
$
(4,585
)
 
(16.8
)%

We use third-parties for wafer fabrication and assembly services. Cost of product revenues consists predominantly of: (i) purchased finished wafers; (ii) assembly services; (iii) test services; and (iv) labor and overhead costs associated with product procurement, planning and quality assurance.
 
The overall decrease in cost of product revenues is largely attributable to lower product revenues, combined with a favorable mix of products that had an overall lower cost. Our cost of product revenues is affected by various factors, including product mix, volume, provisions for excess and obsolete inventories, material costs, manufacturing efficiencies, and the position of our products within their life-cycles, either beginning or ending. Our cost of product revenues as a percent of net product revenue is affected by these factors, as well as customer mix, volume, pricing, and competitive pricing programs. We anticipate a combination of these factors will result in a short-term decline in product margin.
 
We continue to focus our efforts on improving operating efficiencies, including improving product yields, reducing scrap and improving cycle times.
 
Engineering, Research and Development
 
Three Months Ended March 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
Amount
 
% of Net
Revenues
 
Amount
 
% of Net
Revenues
 
Change
 
%
Change
 
(in thousands, except percentages)
 
 

 
 

Engineering, research and development
$
9,580

 
32.2
%
 
$
14,898

 
40.4
%
 
$
(5,318
)
 
(35.7
)%
 
Six Months Ended March 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
Amount
 
% of Net
Revenues
 
Amount
 
% of Net
Revenues
 
Change
 
%
Change
 
(in thousands, except percentages)
 
 

 
 

Engineering, research and development
$
22,005

 
36.8
%
 
$
29,080

 
39.0
%
 
$
(7,075
)
 
(24.3
)%

R&D expenses consist primarily of salaries and related costs, including stock-based compensation expense for employees engaged in research, design and development activities. R&D also includes costs of mask sets, which we fully expense in the period, and electronic design automation (“EDA”) tools, software licensing contracts, subcontracting and fabrication costs, depreciation and amortization, and facilities expenses.
 


24


The level of R&D expense will vary from period -to-period, depending on timing of development projects and the purchase of masks aligned to those projects. The level of R&D expense as a percentage of net revenues will vary, depending, in part, on the level of net revenues. Our R&D efforts are critical to maintaining a high-level of new product introductions and are critical to our plans for future growth.
 
The decrease in R&D expense in the second quarter of fiscal year 2012 as compared to the same period in the prior year is attributable to a $2.0 million lower mask and test wafers expense, a $1.6 million lower compensation expense, and a $1.3 million lower expense for EDA and other tools. The reduction in compensation and other miscellaneous reductions resulted from our consolidation of multiple design center locations.

The decrease in R&D expense for the six months ended March 31, 2012 as compared to the same period in the prior year is largely attributable to lower compensation and facility expense of $3.6 million resulting from our consolidation of multiple locations, lower mask and test wafer expense of $1.4 million, lower tools expense of $1.3 million, and lower external physical design and test services of $0.5 million.
 
We continue to concentrate our spending in R&D to meet customer requirements and to respond to market conditions, and we do not anticipate that the reduction in R&D will impact product development in fiscal year 2012.

Selling, General and Administrative
 
Three Months Ended March 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
Amount
 
% of Net
 Revenues
 
Amount
 
% of Net
 Revenues
 
Change
 
%
Change
 
(in thousands, except percentages)
 
 

 
 

Selling, general and administrative
$
8,379

 
28.2
%
 
$
9,978

 
27.0
%
 
$
(1,599
)
 
(16.0
)%
 
Six Months Ended March 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
Amount
 
% of Net
 Revenues
 
Amount
 
% of Net
 Revenues
 
Change
 
%
Change
 
(in thousands, except percentages)
 
 

 
 

Selling, general and administrative
$
15,803

 
26.5
%
 
$
20,436

 
27.4
%
 
$
(4,633
)
 
(22.7
)%

Selling, general and administrative (“SG&A”) expense consists primarily of personnel-related expenses, including stock-based compensation expense, as well as legal and other professional fees, facilities expenses, outside labor, and communication expenses.
 
The decrease in SG&A expense in the second quarter of fiscal year 2012 as compared to the same period in the prior year is largely attributable to lower personnel related expenses of $1.3 million and lower facility expenses of $0.4 million due to our consolidation of facilities. Partially offsetting the reductions was a $0.7 million intangible asset write-down expense.
 
The decrease in SG&A expense for the six months ended March 31, 2012 as compared to the same period in the prior year is largely attributable to lower personnel related expenses of $2.9 million, $0.6 million in lower legal and accounting fees, and lower facility expenses of $0.7 million due to our consolidation of facilities. Partially offsetting the reductions was a $0.7 million intangible asset write-down expense.

Restructuring and Impairment Charges
 
Three Months Ended March 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
Amount
 
% of Net
 Revenues
 
Amount
 
% of Net
Revenues
 
Change
 
%
Change
 
(in thousands, except percentages)