-----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, S/80GFkSE8f+cZtnSOZ70+lnAFZQy6dvSzi0nWFLFu5X0K+1vDucidBB3OYOuqV2 AqGWHX9AI51pU6NsQL0SXQ== 0000898430-96-003636.txt : 19960813 0000898430-96-003636.hdr.sgml : 19960813 ACCESSION NUMBER: 0000898430-96-003636 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960812 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VITESSE SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000880446 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770138960 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-19654 FILM NUMBER: 96608240 BUSINESS ADDRESS: STREET 1: 741 CALLE PLANO CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8053883700 MAIL ADDRESS: STREET 1: 741 CALLE PLANO CITY: CAMARILLO STATE: CA ZIP: 93012 10-Q 1 FORM 10-Q ================================================================================ 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 JUNE 30, 1996 OR 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 0-19654 - -------------------------------------------------------------------------------- VITESSE SEMICONDUCTOR CORPORATION (Exact name of registrant as specified in its charter) - -------------------------------------------------------------------------------- DELAWARE 77-0138960 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 741 CALLE PLANO CAMARILLO, CA 93012 (Address of principal executive offices) (805) 388-3700 (Registrant's telephone number, including area code) -------------------- 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 AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS: YES [X] NO [_]. AS OF JUNE 30, 1996, THERE WERE 18,931,099 SHARES OF $0.01 PAR VALUE COMMON STOCK OUTSTANDING. ================================================================================ VITESSE SEMICONDUCTOR CORPORATION TABLE OF CONTENTS -----------------
Page Number PART I FINANCIAL INFORMATION Item 1 Financial Statements: Balance Sheets as of June 30, 1996 and 2 September 30, 1995 Statements of Operations for the Three Months 3 ended June 30, 1996, June 30, 1995 and March 31, 1996, and the Nine Months ended June 30, 1996 and June 30, 1995 Statements of Cash Flows for the Nine Months 4 ended June 30, 1996 and June 30, 1995 Notes to Financial Statements 5 Item 2 Management's Discussion and Analysis of 6 Financial Condition and Results of Operations Risk Factors 10 PART II OTHER INFORMATION Item 6 Exhibits & Reports on Form 8-K 12
1 PART I FINANCIAL INFORMATION VITESSE SEMICONDUCTOR CORPORATION BALANCE SHEET (in thousands, except share data)
June 30, 1996 Sept. 30,1995 ------------- ------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 50,193 $ 6,315 Trade accounts receivable, net 15,236 12,610 Other receivables 199 120 Inventories, net: Raw material 1,358 1,392 Work in process 6,203 6,138 Finished goods 2,300 2,365 -------- -------- 9,861 9,895 Prepaid expenses 775 542 -------- -------- Total current assets 76,264 29,482 -------- -------- Property and equipment, net 13,420 11,862 Other assets 648 767 -------- -------- $ 90,332 $ 42,111 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term borrowings $ --- $ 2,950 Current installments of capital lease obligations 948 2,085 Current installments of term loans 160 1,121 Accounts payable 3,883 3,553 Accrued expenses and other current liabilities 2,843 1,553 Deferred revenue 200 220 -------- -------- Total current liabilities 8,034 11,482 -------- -------- Capital lease obligations, less current installments 323 3,627 Term loans, less current installments 358 1,891 Other 111 111 Shareholders' equity: Common stock, $.01 par value, authorized 25,000,000 shares; issued and outstanding 18,931,099 shares on June 30, 1996, and 15,509,758 shares on Sept. 30, 1995 189 155 Additional paid-in capital 131,148 82,804 Accumulated deficit (49,831) (57,959) -------- -------- Net shareholders' equity 81,506 25,000 -------- -------- $ 90,332 $ 42,111 ======== ========
2 VITESSE SEMICONDUCTOR CORPORATION STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except share and per share data)
Three Months Ended Nine Months Ended ------------------------------------------------ ------------------------------- June 30, 1996 June 30, 1995 Mar. 31, 1996 June 30, 1996 June 30, 1995 ------------- ------------- ------------- ------------- ------------- Revenues, net: Production $ 15,599 $ 9,035 $ 14,021 $ 41,687 $ 24,418 Development 1,675 1,998 1,607 5,237 6,401 ----------- ----------- ----------- ----------- ----------- Total revenues 17,274 11,033 15,628 46,924 30,819 ----------- ----------- ----------- ----------- ----------- Costs and expenses: Cost of revenues 8,260 5,763 7,616 22,860 16,340 Engineering, research and devel. 2,824 2,228 2,658 7,980 6,406 Selling, general and admin./(1)/ 2,495 1,937 2,406 7,167 6,911 ----------- ----------- ----------- ----------- ----------- Total costs and expenses 13,579 9,928 12,680 38,007 29,657 ----------- ----------- ----------- ----------- ----------- Income from operations 3,695 1,105 2,948 8,917 1,162 Other income (expense): Interest income 621 23 119 767 69 Interest expense (107) (352) (250) (658) (951) Other --- --- 30 5 10 ----------- ----------- ----------- ----------- ----------- 514 (329) (101) 114 (872) ----------- ----------- ----------- ----------- ----------- Income before income taxes 4,209 776 2,847 9,031 290 Income taxes 421 14 285 903 14 ----------- ----------- ----------- ----------- ----------- Net income $ 3,788 $ 762 $ 2,562 $ 8,128 $ 276 =========== =========== =========== =========== =========== Net income per share $ 0.18 $ 0.05 $ 0.14 $ 0.42 $ 0.02 =========== =========== =========== =========== =========== Weighted average common and common equivalent shares outstanding 21,404,777 16,775,226 18,768,793 19,325,054 16,525,130 =========== =========== =========== =========== ===========
/(1)/ Selling, general and administrative expenses include a charge of $1,405,000 for the write-off of certain assets related to a customer for the nine month period ended June 30, 1995. See management's discussion and analysis of financial condition and results of operations. 3 VITESSE SEMICONDUCTOR CORPORATION STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands)
Nine Months Ended ------------------------------ June 30, 1996 June 30, 1995 ------------- ------------- Cash flows from operating activities: Net income $ 8,128 $ 276 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,695 3,924 Change in assets and liabilities: (Increase) decrease in: Receivables, net (2,705) (609) Inventories 34 (663) Prepaid expenses (233) (306) Other assets 119 192 Increase (decrease) in: Accounts payable 330 14 Accrued expenses and other current liabilities 1,290 (442) Deferred revenue (20) 50 ------- ------- Net cash provided by operating activities 10,638 2,436 ------- ------- Cash flows from investing activities: Short-term investments --- 1,000 Capital expenditures (5,253) (1,393) ------- ------- Net cash used in investing activities: (5,253) (393) ------- ------- Cash flows from financing activities: Principal payments under capital lease obligations (4,441) (2,326) Principal payments under term loan (2,494) (680) Short-term borrowings (payments) (2,950) 700 Proceeds from issuance of common stock, net 48,378 1,271 ------- ------- Net cash provided by (used in) financing activities 38,493 (1,035) ------- ------- Net increase in cash and cash equivalents 43,878 1,008 Cash and cash equivalents at beginning of period 6,315 4,171 ------- ------- Cash and cash equivalents at end of period $50,193 $ 5,179 ======= ======= Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 520 $ 951 ======= ======= Income Taxes $ 198 $ --- ======= =======
4 VITESSE SEMICONDUCTOR CORPORATION NOTES TO FINANCIAL STATEMENTS NOTE 1. GENERAL In management's opinion, all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of financial condition and results of operations are reflected in the attached interim financial statements. All amounts are unaudited except the September 30, 1995 balance sheet. This report should be read in conjunction with the audited financial statements presented in the 1995 Annual Report and the Prospectus dated March 14, 1996. Footnotes and other disclosures which would substantially duplicate the disclosures in the Company's audited financial statements for fiscal year 1995 contained in the Annual Report and the Prospectus have been omitted. The interim financial information herein is not necessarily representative of the results to be expected for any subsequent period. NOTE 2. COMPLETION OF PUBLIC OFFERING During the quarter ended March 31, 1996, the Company completed a public offering of 2,4000,000 shares of Common Stock at a price to the public of $18 per share which resulted in net proceeds before expenses of $40,608,000. The Company granted the underwriters a 30-day option to purchase up to an additional 360,000 shares of Common Stock to cover overallotments. In April 1996, the underwriters exercised this option in full which resulted in additional proceeds to the Company of $6,091,200. For complete information regarding this offering, please see the Company's Prospectus dated March 14, 1996. 5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information set forth in "Management's Discussion and Analysis of Financial Condition and Results of Operations" below includes "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbor created by that section. Factors that realistically could cause results to differ materially from those projected in the forward looking statements are set forth below in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors." RESULTS OF OPERATIONS Revenues Total revenues in the third quarter of fiscal 1996 were $17,274,000, a 57% increase over the $11,033,000 recorded in the third quarter of fiscal 1995 and a 11% increase over the $15,628,000 recorded in the prior quarter. For the nine months ended June 30, 1996, total revenues were $46,924,000, a 52% increase over the $30,819,000 recorded in the nine months ended June 30, 1995. The increase in total revenues in the third quarter of 1996 and in the nine months ended June 30, 1996 was due to an increase in production revenues as a result of increased shipments to customers in the telecommunications and automatic test equipment markets. Production revenues for the third quarter of 1996 were $15,599,000, a 73% increase over the $9,035,000 recorded in the third quarter of fiscal 1995 and a 11% increase over the $14,021,000 recorded in the prior quarter. For the nine months ended June 30, 1996, production revenues were $41,687,000, a 71% increase over the $24,418,000 recorded in the nine months ended June 30, 1995. Development revenues in the third quarter of fiscal 1996 were $1,675,000 compared to $1,998,000 in the third quarter of fiscal 1995 and $1,607,000 in the prior quarter. For the nine months ended June 30, 1996, development revenues were $5,237,000 compared to $6,401,000 in the comparable period a year ago. Fluctuations in development revenues from quarter to quarter are typically due to the variability in the timing of design wins and achievement of development milestones. Cost of Revenues Cost of revenues as a percentage of total revenues in the third quarter of fiscal 1996 was 47.8% compared to 52.2% in the third quarter of fiscal 1995 and 48.7% in the prior quarter. For the nine months ended June 30, 1996 and 1995, cost of revenues as a percentage of total revenues was 48.7% and 53.0%, respectively. The decrease in cost of revenues as a percentage of total revenues was due to a reduction in per unit costs associated with increased production, as well as an improvement in manufacturing yields. 6 Engineering, Research and Development Costs Engineering, research and development costs were $2,824,000 in the third quarter of fiscal 1996 compared to $2,228,000 in the third quarter of fiscal 1995 and $2,658,000 in the prior quarter. For the nine months ended June 30, 1996, engineering, research and development costs were $7,980,000 compared to $6,406,000 recorded in the nine months ended June 30, 1995. These increases were principally due to increased headcount and higher costs to support the Company's continuing efforts to develop new products. As a percentage of total revenues, engineering, research and development costs decreased to 16% in the third quarter of 1996 from 20% in the third quarter of 1995 and 17% in the prior quarter. For the nine months ended June 30, 1996, engineering, research and development costs as a percentage of total revenues decreased to 17% from 21% in the comparable period a year ago. These decreases were the result of the Company's revenues growing faster than engineering, research and development costs. The Company's engineering, research and development costs are expensed as incurred. The Company intends to continue to increase the dollar amount of engineering, research and development activities in the future. Selling, General and Administrative Expenses Selling, general and administrative (SG&A) expenses were $2,495,000 in the third quarter of 1996, compared to $1,937,000 in the third quarter of 1995 and $2,406,000 in the prior quarter. For the nine months ended June 30, 1996, SG&A expenses were $7,167,000, compared to $6,911,000 in the same period in 1995. Included in SG&A expenses for nine months ended June 30, 1995 is a charge in the amount of $1,405,000 for the write-off of receivables, work-in-process inventories and certain test hardware related to one of the Company's customers which filed for bankruptcy in February 1995. SG&A expenses for the third quarter of 1996 increased by 29% and 4% over the third quarter of 1995, and the prior quarter respectively. For the nine months ended June 30, 1996, SG&A expenses increased by 30% from the comparable period in 1995 after taking into account the $1,405,000 charge recorded in 1995. These increases were due to increased headcount, salary increases, higher commissions resulting from increased sales, and increased advertising. As a percentage of total revenues, SG&A expenses decreased to 14% in the third quarter of 1996 from 18% in the third quarter of 1995 and 14% in the prior quarter. For the nine months ended June 30, 1996, SG&A expenses, as a percentage of total revenues, decreased to 15% from 18% in the comparable period a year ago after taking into account the charge noted above. These decreases were the result of the Company's revenues growing faster than SG&A expenses. Interest Income Interest income increased to $621,000 in the third quarter of fiscal 1996 from $23,000 in the third quarter of 1995 and $119,000 in the prior quarter. For the nine months ended June 30, 1996, interest income increased to $767,000 from $69,000 in the comparable period a year ago. These increases were the result of a higher average cash balance in the second and third quarters of fiscal 1996 as compared to the prior periods, primarily due to the proceeds from the Company's public offering. 7 Interest Expense Interest expense decreased to $107,000 in the third quarter of fiscal 1996 from $352,000 in the third quarter of fiscal 1995 and $250,000 in the prior quarter. For the nine months ended June 30, 1996, interest expense decreased to $658,000 from $951,000 in the comparable period a year ago. These decreases were caused by a decline in the Company's average debt balance, primarily due to an accelerated repayment of certain debt following the Company's public offering. Income Taxes The Company recorded a provision for income taxes in the amount of $421,000 in the third quarter of fiscal 1996 principally for the federal and state alternative minimum taxes, in light of the Company's existing net operating loss carryforwards. LIQUIDITY AND CAPITAL RESOURCES Operating Activities: The Company generated $10,638,000 and $2,436,000 from operating activities in the nine month periods ended June 30, 1996 and 1995, respectively. The increase in operating cash flow was principally due to an improvement in profitability. Investing Activities: Capital expenditures, principally for manufacturing, test and engineering equipment, were $5,253,000 in the nine month period ended June 30, 1996 compared to $1,393,000 in the nine month period ended June 30, 1995. The Company intends to continue investing in manufacturing, test and engineering equipment and currently expects to spend approximately an additional $1 million for capital expenditures in fiscal 1996, which the Company intends to finance with working capital. Financing Activities: In April 1996, the Company completed a public offering of 2.76 million shares of its common stock for net proceeds before expenses of $46,699,200. Net cash generated by financing activities during the nine month period ended June 30, 1996 was $38,493,000. Proceeds from the issuance of Common Stock pursuant to the public offering and the Company's stock option plans and stock purchase plan were $48,378,000. This was offset by $9,885,000 in payment of debt obligations. The Company has a revolving line of credit agreement with a bank, which expires on January 5, 1997. The maximum amount available under the revolving line of credit is the lower of (i) $12,500,000 less the amounts outstanding under the Company's term loans with the bank or (ii) 80% of the outstanding eligible accounts receivable less the amounts outstanding on the 8 Company's term loans. The interest rate on borrowings under this revolving line of credit is equal to the bank's prime rate plus 0.5%. As of June 30, 1996 there were no amounts outstanding under this agreement. Management believes that the Company's cash flow from operations and revolving line of credit agreement are adequate to finance its planned growth and operating needs for the next 12 months. The Company believes it can meet its wafer fabrication needs through 1997 at its Camarillo plant by adding manufacturing personnel and acquiring additional manufacturing equipment. The Company has announced that it will begin construction of a new fabrication facility in 1997 and have it operational in fiscal 1998. The Company estimates that the cost of the new facility will be at least $75 million which it currently intends to fund out of cash and operating cash flow. However, in the event that the funding needs of the new facility exceed the Company's cash availability, the Company may be required to secure additional financing for the construction of the facility. There can be no assurance that such financing will be available on a timely basis or on acceptable terms and, as a result, that the facility will be built on a timely basis or at all. Failure to receive adequate funding or to complete the facility on a timely basis could have a material adverse effect on the Company's business, operating results and financial condition. 9 RISK FACTORS CUSTOMER AND INDUSTRY CONCENTRATION The Company is, and intends to continue, focusing its sales efforts on a relatively small number of companies in the telecommunications, data communications and ATE markets that require high performance ICs. Certain of these companies are also competitors of Vitesse. VARIABILITY OF QUARTERLY RESULTS The Company's quarterly results of operations have varied significantly in the past and may continue to do so in the future. These variations have been due to a number of factors, including: the loss of major customers; variations in manufacturing yields; the timing and level of new product and process development costs; changes in inventory levels; changes in the type and mix of products being sold; changes in manufacturing capacity and variations in the utilization of this capacity; and customer design changes, delays or cancellations. The Company has also from time to time incurred significant new product and process development costs due to the Company's policy of expensing costs as incurred relating to the manufacture of new products and the development of new process technology. There can be no assurance that the Company will not incur such charges or experience revenue declines in the future. PRODUCT AND PROCESS DEVELOPMENT AND TECHNOLOGICAL CHANGE The market for the Company's products is characterized by rapid changes in both product and process technologies. The Company believes that its future success will depend, in part, upon its ability to continue to improve its product and process technologies and develop new technologies in order to maintain its competitive position, to adapt its products and processes to technological changes and to adopt emerging industry standards. There can be no assurance that the Company will be able to improve its product and process technologies and develop new technologies in a timely manner or that such improvements or developments will result in products that achieve market acceptance. The failure to successfully improve its existing technologies or develop new technologies in a timely manner could adversely affect the Company's business, operating results and financial condition. DEPENDENCE ON THIRD PARTIES The Company depends upon third parties for performing certain processes and providing a variety of components and materials necessary for the production of its H-GaAs ICs. The Company packages certain of its ICs in its Camarillo facility using customized ceramic packaging which is presently available from only one source. The balance of the Company's ICs are packaged in plastic by third parties since the Company has no internal capability to perform such plastic packaging. Other components and materials for H-GaAs ICs are available from only a limited number of sources. The inability to obtain sufficient sole- or limited-source services or components as required could result in delays or reductions in product shipments which could adversely affect the Company's business, operating results and financial condition. 10 VARIABILITY OF MANUFACTURING YIELDS The Company's manufacturing yields vary significantly among products, depending on a particular IC's complexity and the Company's experience in manufacturing it. Historically, the Company has experienced difficulties achieving acceptable yields on some ICs, which has resulted in shipment delays. The Company's overall yields are lower than yields experienced in a silicon process because of the large number of different products manufactured in limited volume and because the Company's H-GaAs process technology is significantly less developed. The Company expects that many of its current and future products may never be produced in volume. Regardless of the process technology used, the fabrication of semiconductors is a highly complex and precise process. Defects in masks, impurities in the materials used, contamination of the manufacturing environment, equipment failure and other difficulties in the fabrication process can cause a substantial percentage of wafers to be rejected or numerous die on each wafer to be nonfunctional. Because the majority of the Company's costs of manufacturing are relatively fixed, maintenance of the number of shippable die per wafer is critical to the Company's results of operations. Yield decreases can result in substantially higher unit costs and may result in reduced gross profit and net income. There can be no assurance that the Company will not suffer periodic yield problems in connection with new or existing products which could cause the Company's business, operating results and financial condition to be materially adversely affected. Inventory is valued at the lower of cost or market. Because allocable manufacturing costs can be high, new product inventory is often valued at market. In addition, a portion of work-in-process inventory consists of wafers in various stages of fabrication. Consequently, the Company estimates yields per wafer in order to estimate the value of inventory. If yields are materially different than projected, work-in-process inventory may need to be revalued. In addition, the ability of customers to change designs and to cancel or reschedule orders can also result in adverse adjustments to inventory. There can be no assurance that such adjustments will not occur in the future and have a material adverse effect on the Company's results of operations. 11 PART II OTHER INFORMATION ITEM 6. EXHIBITS & REPORTS ON FORM 8-K (a) EXHIBITS The following Exhibit is filed in connection with the Registrant's electronic filing: 27. Financial Statement Schedules. (b) REPORTS ON FORM 8-K No reports on Form 8-K were filed during the 3 month period ended June 30, 1996. 12 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 thereunto duly authorized. VITESSE SEMICONDUCTOR CORPORATION By: /s/ Eugene F. Hovanec ----------------------------------- Eugene F. Hovanec Vice President, Finance and Chief Financial Officer 13 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS 9-MOS SEP-30-1996 SEP-30-1996 APR-01-1996 OCT-01-1996 JUN-30-1996 JUN-30-1996 50,193 50,193 0 0 15,936 15,936 700 700 9,861 9,861 76,264 76,264 36,419 36,419 22,999 22,999 90,332 90,332 8,034 8,034 792 792 0 0 0 0 131,337 131,337 (49,831) (49,831) 90,332 90,332 17,274 46,924 17,274 46,924 8,260 22,860 13,579 38,007 0 0 0 0 107 658 4,209 9,031 421 903 3,788 8,128 0 0 0 0 0 0 3,788 8,128 0.18 0.42 0.18 0.42
-----END PRIVACY-ENHANCED MESSAGE-----