-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VrGi6NiqtQwLArDMlFbnTSZSdTUnK3dFdblFcT88LII4EUWDhmcPbp09D6lBp63Y JauQukAmFHMcdlcg3jkL4w== 0000898430-02-000291.txt : 20020414 0000898430-02-000291.hdr.sgml : 20020414 ACCESSION NUMBER: 0000898430-02-000291 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020129 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MULTILINK TECHNOLOGY CORP CENTRAL INDEX KEY: 0001114068 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 954522566 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31851 FILM NUMBER: 02521315 BUSINESS ADDRESS: STREET 1: 300 ATRIUM DR STREET 2: 2ND FLR CITY: SOMERSET STATE: NJ ZIP: 08873 BUSINESS PHONE: 7325373700 MAIL ADDRESS: STREET 1: 300 ATRIUM DR CITY: SOMERSET STATE: NJ ZIP: 08873 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) - January 29, 2002 ---------------- MULTILINK TECHNOLOGY CORPORATION -------------------------------- (Exact name of Registrant as specified in its Charter) California 000-31851 95-4522566 - --------------------------------- ----------- ------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation or Organization) File Number) Identification No.) 300 Atrium Drive, 2/nd/ Floor, Somerset, New Jersey 08873 - --------------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (732) 537-3700 -------------- Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed since Last Report) Item 7. Exhibits. (a) Not Applicable. (b) Not Applicable. (c) Exhibits. Exhibit 99.1 ------------ Press Release dated January 29, 2002 of the Registrant. Item 9. Registration FD Disclosure. On January 29, 2002, Multilink Technology Corporation issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. MULTILINK TECHNOLOGY CORPORATION Date: January 29, 2002 By: /s/ Richard N. Nottenburg -------------------------------------------- Name: Richard N. Nottenburg Title: President and Chief Executive Officer -3- EXHIBIT INDEX ------------- Exhibit Number Description - -------------- ----------- 99.1 Press Release dated January 29, 2002, of the Registrant. EXHIBIT INDEX -1- EX-99.1 3 dex991.txt PRESS RELEASE DATED 01/29/2002 EXHIBIT 99.1 BUSINESS UPDATE **For Immediate Release** Multilink Technology Corporation Reports Fourth Quarter 2001 Results . Revenues for the quarter of $26.7 million . Introduced smallest form factor 10 Gb/s Silicon Germanium chipset . Received ISO 9001:2000 Certification Somerset, New Jersey U.S.A. - January 29, 2002 - Multilink Technology Corporation (Nasdaq: MLTC), a leading provider of advanced semiconductor-based solutions that accelerate the deployment of high-speed optical networks, today reported results for the fourth quarter and fiscal year ended December 31, 2001. Total revenues for the fourth quarter of 2001 were $26.7 million, compared with $37.6 million for the third quarter of 2001 and $25.4 million in the fourth quarter of 2000. Pro forma gross margins for the fourth quarter of 2001 were 57.9%, compared with 64.7% in the third quarter of 2001 and gross margins of 63.4% in the fourth quarter of 2000. Pro forma net loss for the fourth quarter of 2001 was $3.6 million, or diluted EPS ($0.05), compared with net income of $1.6 million, or diluted EPS $0.02, in the third quarter of 2001 and net income of $1.1 million, or diluted EPS $0.01, in the fourth quarter of 2000. Total revenues for the year ended December 31, 2001 were $130.5 million, compared with $72.7 million for the year ended December 31, 2000. Pro forma gross margins for the years ended December 31, 2001 and 2000 were 62.8%. Pro forma net loss for the year ended December 31, 2001 was $0.7 million, or diluted EPS ($0.01), compared with net income of $6.4 million, or diluted EPS $0.08, for the same period in 2000. Dr. Richard Nottenburg, Multilink's Co-Chairman, President and Chief Executive Officer commented on the quarter, "We are pleased that we executed within the range that we provided for the quarter. However, we continue to be disappointed by the near-term demand in the optical transport space and the lack of improvement in the end markets of our customers. We expect that revenues will decline sequentially to between $10 and $12 million during the first quarter of 2002." Dr. Nottenburg continued, "At the same time, we have secured a number of important design wins across the breadth of our expanding product line, including our SuperFEC(TM). We have also enlarged our total addressable market and increased the number of relationships we have with customers that will be the leaders in 2002 and beyond. We expect to begin realizing revenues from our design wins from an expanded customer base during the second half of 2002." "Throughout the downturn, we will continue to expand upon our Company's skill- sets within product development to continue our technological leadership and gain marketshare, while streamlining our overhead and infrastructure within a totally fabless model," concluded Dr. Nottenburg. GAAP Basis Results Pro forma operating results exclude certain items reported under generally accepted accounting principles (GAAP), including deferred stock compensation in each period and certain write downs to inventories which occurred in the first and fourth quarters of 2001. Pro forma operating results include cancellation payments received by the Company. Gross margins under GAAP for the fourth quarter of 2001 were 41.5%, compared with 63.0% in the third quarter of 2001 and gross margins of 62.0% in the fourth quarter of 2000. Net loss attributable to common shareholders under GAAP for the fourth quarter of 2001 was $8.4 million, or EPS ($0.12), compared with net income attributable to common shareholders of $1.4 million, or diluted EPS $0.01, in the third quarter of 2001 and net income attributable to common shareholders of $1.8 million, or diluted EPS $0.02, in the fourth quarter of 2000. Gross margins under GAAP were 54.5% for the year ended December 31, 2001, compared with gross margins of 61.7% for the same period in 2000. The net loss attributable to common shareholders under GAAP for the year ended December 31, 2001 was $12.4 million, or EPS ($0.25), compared with a net loss attributable to common shareholders of $10.1 million, or EPS ($0.34), for the same period in 2000. Recent Product Introductions
- -------------------------------------------------------------------------------------------------- Date Product Function / Description - -------------------------------------------------------------------------------------------------- The MTC21208 is a high-end transponder that complies with the 300 January 40km to 80km pin Multi-Source Agreement (MSA) specifications and also offers an 21, 2002 Transponder extended feature set. Customers currently using our transponder MTC21208 solution have expressed the need to support distances of up to 80km. This product introduction allows Multilink to deliver a compact, low power solution that provides system vendors a reduction in cost by increasing their system reach and bandwidth capacity. By integrating our superior products into a compact, high performing, low power unit, we simplify our customers' design efforts, shorten their time to market and reduce their cost of operations. - -------------------------------------------------------------------------------------------------- The high performance MTC5593 Clock and Data Recovery (CDR) module December Clock and Data provides customers with several advantages, including more than a 4, 2001 Recovery (CDR) 40% reduction in size (60.9 x 27.9 x 12.7 mm) from Multilink's Module previous generation CDR's, low power dissipation and superior MTC5593 jitter performance. The module is designed to regenerate the clock and data component from an incoming 12 Gb/s Non-Return-to-Zero (NRZ) or a Return-to-Zero (RZ) data stream. The MTC5593 demonstrates Multilink's ability to combine its leading-edge technology, integrated circuits and higher level assembly expertise into top-tier products in cost, size, power and performance. ------------------------------------------------------------------------------------------------- The industry's smallest form factor 10 Gb/s Silicon Germanium November BGA Packaged chipset, the MTC1235 Multiplexer with integrated Clock Multiplier 27, 2001 SerDes Chipset Unit (MUX-CMU) and MTC1236 Demultiplexer with integrated Clock and Introduced Data Recovery (CDR-DMUX). This high performance, low power chipset is provided in a unique, small form factor (10 x 10 mm) ceramic Ball Grid Array (BGA), which reduces the size of optical networking equipment for Multilink customers. - --------------------------------------------------------------------------------------------------
Earnings Conference Call Multilink will hold a conference call to discuss quarterly results and financial guidance today, January 29, 2002, at 5:00 pm EST. The conference call will be broadcast over the Internet. To listen to the call, please visit Multilink's web-site at http://www.mltc.com and then select Investor Relations and the link to `4th Quarter Earnings Announcement' approximately ten minutes before the start of the call. Please note that it will be necessary to have Windows Media Player installed on your computer to listen to the call and that this will be available for downloading from the Multilink site. A replay of the call, in it's entirety, will be available on the website for approximately seven days following the live call. About Multilink: Multilink Technology Corporation designs, develops and markets advanced mixed signal integrated circuits, modules, VLSI products and higher-level assemblies designed to enable the next generation of high-speed optical networking systems. By providing our customers with sophisticated products developed by utilizing systems level expertise and a high level of component integration, we facilitate our customers' ability to meet their time-to-market requirements. Our products span the markets from Metro to Ultra Long Haul optical transport equipment with a focus on the fastest commercially available speeds of 10 Gb/s and higher. Multilink is headquartered in Somerset, New Jersey with additional offices located throughout North America and Europe. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This release and our comments during the conference call may contain forward- looking statements that are based on our current expectations, estimates and projections about our industry, and reflect management's beliefs and certain assumptions made by us based upon information available to us at this time. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will" and variations of these words or similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward- looking statements. These statements speak only as of the date hereof. Such information is subject to change, and we will not necessarily inform you of such changes. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Important factors that may cause such a difference for Multilink include, but are not limited to, general economic conditions and specific conditions in the markets we address, including the recent significant economic slowdown in the technology sector and semiconductor industry; the timing, rescheduling or cancellation of significant customer orders; the loss of a key customer; our ability to specify, develop or acquire, complete, introduce, market and transition to volume production new products and technologies in a timely manner; the timing of customer-industry qualification and certification of our products and the risks of non-qualification or non-certification; the rate at which our present and future customers and end-users adopt Multilink's technologies and products in our target markets; delays in the adoption and acceptance of industry standards in those markets; the qualification, availability and pricing of competing products and technologies and the resulting effects on revenues and pricing of our products; our ability to retain and hire key executives, technical personnel and other employees in the numbers, with the capabilities, and at the compensation levels needed to implement our business and product plans; our ability to protect our intellectual property; the availability and pricing of foundry and assembly capacity and raw materials; fluctuations in the manufacturing yields of our third party semiconductor foundries and other problems or delays in the fabrication, assembly, testing or delivery of our products; the risks of producing products with new suppliers and at new fabrication and assembly facilities; the effects of new and emerging technologies; the risks and uncertainties associated with our international operations; changes in our product or customer mix; the quality of our products and any remediation costs; the level of orders received that can be shipped in a fiscal quarter; and other factors. Our forthcoming Annual Report on Form 10-K, our Registration Statement on Form S-1 and our other SEC filings discuss some of the important risk factors that may affect our business, results of operations and financial condition. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. - Tables Follow - Multilink Technology Corporation Consolidated Statement of Operations (in thousands, except for per share amounts) (unaudited)
Three Months Ended Year Ended December 31, December 31, ------------------------------------------ 2001 2000 2001 2000 -------- ------- -------- ------- Total revenues $ 26,694 $25,374 $130,468 $72,721 Cost of revenues, excluding deferred stock compensation 11,237 9,292 48,574 27,048 Inventory write down 3,892 - 8,788 - Deferred stock compensation 483 360 2,051 834 -------- ------- -------- ------- Total cost of revenues 15,612 9,652 59,413 27,882 -------- ------- -------- ------- Gross profit 11,082 15,722 71,055 44,839 Operating expenses: Research and development, excluding deferred stock compensation 14,559 9,008 54,741 24,624 Sales and marketing, excluding deferred stock compensation 4,302 2,723 17,387 7,130 General and administrative, excluding deferred stock compensation 2,646 3,303 11,795 7,611 Deferred stock compensation 2,677 2,136 9,895 6,076 Research & development - warrant issuance - - - 6,375 -------- ------- -------- ------- Total operating expenses 24,184 17,170 93,818 51,816 Operating loss (13,102) (1,448) (22,763) (6,977) Other income and expenses 273 725 953 1,561 -------- ------- -------- ------- Loss before benefit for income taxes (12,829) (723) (21,810) (5,416) Benefit for income taxes (4,398) (2,595) (9,446) (1,748) -------- ------- -------- ------- Net income (loss) $ (8,431) $ 1,872 $(12,364) $(3,668) ======== ======= ======== ======= Accretion of preferred stock to redemption value - 24 24 95 Dividend related to warrant issuance - - - 6,375 Net income (loss) per common share Basic $ (0.12) $ 0.06 $ (0.25) $ (0.34) ======== ======= ======== ======= Diluted $ (0.12) $ 0.02 $ (0.25) $ (0.34) ======== ======= ======== ======= Weighted average shares-basic 68,762 30,000 49,989 30,000 -------- ------- -------- ------- Weighted average shares-diluted 68,762 76,431 49,989 30,000 ======== ======= ======== =======
Multilink Technology Corporation Reconciliation of Pro forma Net Income and Earnings Per Share (in thousands, except for per share amounts) (unaudited)
Three Months Ended Year Ended December 31, December 31, ----------------------------------------- 2001 2000 2001 2000 ------- ------- -------- --------- Net income (loss) attributable to common shareholders $(8,431) $ 1,848 $(12,388) $(10,138) ======= ======= ======== ======== Deferred stock compensation 3,160 2,496 11,946 6,910 Warrant issuances 0 0 0 6,456 Accretion of preferred stock to redemption value 0 24 24 95 Dividend related to warrant issuance 0 0 0 6,375 Write down to inventories 3,892 0 8,788 0 Aggregate pro forma tax adjustment (2,203) (3,286) (9,037) (3,287) ------- ------- -------- -------- Pro forma net income (loss) $(3,582) $ 1,082 (667) 6,411 Net income (loss) per common share Basic $ (0.12) $ 0.06 $ (0.25) $ (0.34) ======= ======= ======== ======== Diluted $ (0.12) $ 0.02 $ (0.25) $ (0.34) ======= ======= ======== ======== Pro forma net income (loss) per common share: Basic $ (0.05) $ 0.04 $ (0.01) $ 0.21 ======= ======= ======== ======== Diluted $ (0.05) $ 0.01 $ (0.01) $ 0.08 ======= ======= ======== ======== Weighted average shares: Basic 68,762 30,000 49,989 30,000 ======= ======= ======== ======== Diluted 68,762 76,431 49,989 76,439 ======= ======= ======== ========
Multilink Technology Corporation Select Balance Sheet Data December 31, 2001 and 2000 (in thousands) (unaudited)
2001 2000 Cash and short term investments $ 92,682 $29,159 Accounts receivable 19,849 13,771 Inventories 8,735 17,264 Total current assets $131,751 $66,731 Property and equipment, net 28,160 17,765 Total assets $187,053 $90,266 Accounts payable $ 8,366 $10,987 Total current liabilities $ 33,220 $25,083 Long term obligations, net of current 1,673 1,018 Redeemable convertible preferred stock 0 55,073 Total shareholders' equity $152,160 $ 9,092 Total liabilities and shareholders' equity $187,053 $90,266 A/R days (DSO) 68 49 Inventory days (DOS) 71 169
For more information, please contact: Richard Sawchak, Director-Investor Relations Multilink Technology Corporation 300 Atrium Drive, Second Floor Somerset, New Jersey 08873-4105 Tel: (732) 537-3776 Fax: (732) 537-3781 Email: rsawchak@mltc.com ----------------- - ### - -----END PRIVACY-ENHANCED MESSAGE-----