<PAGE>
- --------------------------------------------------------------------------------
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
DECEMBER 31, 1997
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 DECEMBER 31, 1997, THERE WERE 35,997,210 SHARES OF $0.01 PAR
VALUE COMMON STOCK OUTSTANDING.
- --------------------------------------------------------------------------------
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VITESSE SEMICONDUCTOR CORPORATION
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page Number
<S> <C>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements:
Consolidated Balance Sheets as of December 31, 1997 2
and September 30, 1997
Consolidated Statements of Operations for the Three Months 3
ended December 31, 1997 and December 31, 1996
Consolidated Statements of Cash Flows for the Three Months 4
ended December 31, 1997 and December 31, 1996
Notes to Consolidated Financial Statements 5
Item 2 Management's Discussion and Analysis of 6
Financial Condition and Results of Operations
PART II OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K 12
</TABLE>
1
<PAGE>
PART I
FINANCIAL INFORMATION
VITESSE SEMICONDUCTOR CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
Dec. 31, 1997 Sept. 30, 1997
------------- --------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $141,078 $ 97,358
Short-term investments 10,231 58,486
Accounts receivable, net 23,768 21,072
Inventories, net:
Raw material 2,715 2,421
Work in process 7,422 6,762
Finished goods 2,454 2,626
-------- --------
12,591 11,809
Prepaid expenses 1,931 1,121
Deferred tax asset 14,800 14,800
-------- --------
Total current assets 204,399 204,646
-------- --------
Property and equipment, net 43,603 41,684
Restricted long-term deposits 58,669 45,556
Other assets 181 394
-------- --------
$306,852 $292,280
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of capital lease obligations and term loans $ 163 $ 256
Accounts payable 20,802 19,758
Accrued expenses and other current liabilities 9,997 7,017
-------- --------
Total current liabilities 30,962 27,031
-------- --------
Capital lease obligations and term loans, less current installments 109 147
Shareholders' equity:
Common stock, $.01 par value. Authorized 50,000,000
shares; issued and outstanding 35,997,210 shares on
Dec. 31, 1997, and 35,913,738 shares on Sept. 30, 1997 360 359
Additional paid-in capital 277,468 277,169
Accumulated deficit (2,047) (12,426)
-------- --------
Net shareholders' equity 275,781 265,102
-------- --------
$306,852 $292,280
======== ========
</TABLE>
2
<PAGE>
VITESSE SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except share and per share data)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------
Dec. 31, 1997 Dec. 31, 1996
------------------- --------------
<S> <C> <C>
Revenues, net $ 34,701 $ 21,832
Costs and expenses:
Cost of revenues 14,194 9,858
Engineering, research & development 5,555 3,480
Selling, general & administrative 4,262 2,932
----------- -----------
Total costs and expenses 24,011 16,270
----------- -----------
Income from operations 10,690 5,562
Other income (expense):
Interest income 2,293 1,199
Interest and other expense (10) (91)
----------- -----------
Total other income 2,283 1,108
----------- -----------
Income before income taxes 12,973 6,670
Income taxes 2,594 667
----------- -----------
Net income $ 10,379 $ 6,003
=========== ===========
Net income per share
Basic $ 0.29 $ 0.19
=========== ===========
Diluted $ 0.27 $ 0.17
=========== ===========
Basic weighted average common shares 35,952,714 31,753,140
=========== ===========
Diluted weighted average common shares 39,058,026 35,805,873
=========== ===========
</TABLE>
3
<PAGE>
VITESSE SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------
Dec. 31, 1997 Dec. 31, 1996
------------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 10,379 $ 6,003
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,786 1,387
Change in assets and liabilities:
(Increase) decrease in:
Receivables, net (2,696) 529
Inventories (782) (166)
Prepaid expenses (810) (356)
Other assets 213 (97)
Increase (decrease) in:
Accounts payable 1,044 (1,101)
Accrued expenses and other current liabilities 2,980 1,932
-------- --------
Net cash provided by operating activities 13,114 8,131
-------- --------
Cash flows from investing activities:
Short-term investments 48,255 (64,883)
Capital expenditures (4,705) (3,811)
Restricted long-term deposits (13,113) (1,764)
-------- --------
Net cash provided by (used in) investing activities 30,437 (70,458)
-------- --------
Cash flows from financing activities:
Principal payments under capital lease obligations & term loans (131) (277)
Proceeds from issuance of common stock, net 300 118,382
-------- --------
Net cash provided by financing activities 169 118,105
-------- --------
Net increase in cash & cash equivalents 43,720 55,778
Cash & cash equivalents at beginning of period 97,358 52,436
-------- --------
Cash & cash equivalents at end of period $141,078 $108,214
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 6 $ 28
======== ========
</TABLE>
4
<PAGE>
VITESSE SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. GENERAL
The accompanying consolidated financial statements include the
accounts of Vitesse Semiconductor Corporation and its subsidiaries. All
intercompany accounts and transactions have been eliminated. 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, 1997 consolidated balance sheet.
This report should be read in conjunction with the audited financial statements
presented in the 1997 Annual Report. Footnotes and other disclosures which
would substantially duplicate the disclosures in the Company's audited financial
statements for fiscal year 1997 contained in the Annual Report have been
omitted. The interim financial information herein is not necessarily
representative of the results to be expected for any subsequent period.
In the first quarter of fiscal 1998, the Company adopted Statement of
Financial Accounting Standards No. 128 (SFAS No. 128), "Earnings per Share."
All earnings per share amounts for all periods have been presented, and where
necessary, restated to conform to SFAS No. 128 requirements.
NOTE 2. YEAR 2000 PROBLEM
The Company has developed a plan to address the Year 2000 problem.
The plan provides for the Company's computer systems to be Year 2000 compliant
by the end of fiscal 1999. The Year 2000 problem is the result of computer
programs being written using two digits rather than four to define the
applicable year. The Company is expensing all costs related to this issue as
the costs are incurred. The Company does not believe that such costs will be
material to the financial statements.
5
<PAGE>
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 (the "Securities Act"), in particular, in "Liquidity and Capital
Resources--Financing Activities," 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 first quarter of fiscal 1998 were $34,701,000, a
59% increase over the $21,832,000 recorded in the first quarter of fiscal 1997.
The increase in total revenues was the result of continued growth of shipments
to customers in the communications and ATE markets.
Cost of Revenues
Cost of revenues as a percentage of total revenues in the first
quarter of fiscal 1998 was 40.9% compared to 46.7% in the first quarter of
fiscal 1997. The decrease in cost of revenues as a percentage of total revenues
resulted from a reduction in per unit costs associated with increased production
as well as increased 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
6
<PAGE>
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.
Engineering, Research and Development Costs
Engineering, research and development expenses were $5,555,000 in the
first quarter of fiscal 1998 compared to $3,480,000 in the first quarter of
fiscal 1997. The increase was 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 were
16% in each of the first quarters of 1998 and 1997. The Company's engineering,
research and development costs are expensed as incurred.
Selling, General and Administrative Expenses
Selling, general and administrative expenses (SG&A) were $4,262,000 in
the first quarter of fiscal 1998 compared to $2,932,000 in the first quarter of
fiscal 1997. This increase was primarily due to increased headcount. As a
percentage of total revenues, however, SG&A expenses declined to 12% in the
first quarter of fiscal 1998 from 13% in the first quarter of fiscal 1997 as a
result of the Company's revenues growing faster than SG&A expenses.
Interest Income
Interest income increased to $2,293,000 in the first quarter of fiscal
1998 from $1,199,000 in the first quarter of fiscal 1997. This was due to a
higher average cash balance in the first quarter of fiscal 1998 as compared to
the first quarter of fiscal 1997, primarily due to the proceeds from a public
offering which was completed in November 1996.
Interest Expense
Interest expense decreased to $10,000 in the first quarter of fiscal
1998 from $98,000 in the first quarter of fiscal 1997. This decrease was the
result of a decrease in the Company's average debt balance.
7
<PAGE>
Income Taxes
The Company recorded a provision for income taxes in the amount of
$2,594,000 in the first quarter of fiscal 1998 and $667,000 in the first quarter
of fiscal 1997 principally for the federal alternative minimum taxes, state
income taxes, and taxes due to foreign jurisdictions, in light of the Company's
existing net operating loss carryforwards.
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities
The Company generated $13,114,000 and $8,131,000 from operating
activities in the first quarter of 1998 and 1997, respectively. The increase in
operating cash flow was principally due to an improvement in profitability.
Investing Activities
Capital expenditures, principally for manufacturing and test
equipment, were $4,705,000 in the first quarter of 1998 compared to $3,811,000
in the first quarter of 1997. The Company intends to continue investing in
manufacturing, test and engineering equipment and currently expects to spend an
additional $10 to $15 million for capital expenditures in fiscal 1998, which the
Company intends to finance with working capital.
Financing Activities
In the first quarter of fiscal 1998, the Company generated $169,000 in
financing activities. Net proceeds from the issuance of common stock was
$300,000, offset by $131,000 in payments on debt obligations.
Management believes that the Company's cash flow from operations is
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
the second quarter of fiscal 1998 at its Camarillo facility assuming that the
Company successfully completes planned substantial incremental increases in
production capacity at the facility. The Company has recently completed
equipment installation at its new Colorado Springs, Colorado wafer fabrication
facility and is currently conducting extensive process qualification procedures.
This facility is not expected to begin volume commercial production until the
third quarter of fiscal 1998.
FACTORS AFFECTING FUTURE OPERATING RESULTS
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.
8
<PAGE>
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.
MANUFACTURING CAPACITY LIMITATIONS; NEW PRODUCTION FACILITY
The Company currently manufactures all of its ICs at its four-inch
wafer fabrication facility located in Camarillo, California. The Company
believes that this facility should be able to satisfy its production needs
through the second quarter of fiscal 1998, assuming that the Company
successfully completes planned substantial incremental increases in production
capacity at the facility through such date.
The Company has recently completed equipment installation at a new
six-inch wafer fabrication facility in Colorado Springs, Colorado, to supplement
its existing facility in Camarillo. The facility includes a 10,000 square foot
Class 1 clean room with the capability for future expansion to 15,000 square
feet. The Company is currently conducting extensive process qualification
procedures at this facility and does not believe that it will begin volume
commercial production until the third quarter of fiscal 1998.
The successful operation of the new wafer fabrication facility, as
well as the Company's overall production operations, will be subject to numerous
risks. The Company has no prior experience with the operation of equipment or
the processes involved in producing finished six-inch wafers, which differ
significantly from those involved in the production of four-inch wafers. The
Company will be required to hire, train and manage production personnel
successfully in order to effectively operate the new facility. The Company does
not have excess production capacity at its Camarillo facility to offset any
failure of the new facility to meet planned production goals. As a result of
these and other factors, the failure of the Company to successfully operate the
new wafer fabrication facility would have a material adverse effect on its
business, operating results or financial condition. The Company will also have
to effectively coordinate and manage the Colorado Springs and Camarillo
facilities to successfully meet its overall production goals. The Company has
no experience in coordinating and managing full scale production facilities
which are located at different sites. The failure to successfully coordinate
and manage the two sites would adversely affect the Company's overall production
and would have a material adverse effect on its business, operating results or
financial condition.
9
<PAGE>
COMPETITION
The high-performance semiconductor market is highly competitive and
subject to rapid technological change, price erosion and heightened
international competition. The telecommunications, data communications and ATE
industries, which are the primary target markets for the Company, are also
becoming intensely competitive because of deregulation and heightened
international competition, among other factors. In the telecommunications
market, the Company currently competes primarily against other GaAs-based
companies such as Triquint Semiconductor and the GaAs fabrication operations of
system companies such as Rockwell. In the data communications and the ATE
markets, the Company competes primarily against silicon ECL and BiCMOS products
offered principally by semiconductor manufacturers such as Fujitsu, Hewlett
Packard, Motorola, National Semiconductor and Texas Instruments and bipolar
silicon IC manufacturers such as Applied Micro Circuits Corporation and Synergy
Semiconductor Corporation. Many of these companies have significantly greater
financial, technical, manufacturing and marketing resources than the Company.
In addition, in lower-frequency applications, the Company faces increasing
competition from CMOS-based products, particularly as the performance of such
products continues to improve.
Competition in the Company's markets for high-performance ICs is
primarily based on price/performance, product quality and the ability to deliver
products in a timely fashion. Some prospective customers may be reluctant to
adopt Vitesse's products because of perceived risks relating to GaAs technology.
In addition, product qualification is typically a lengthy process and certain
prospective customers may be unwilling to invest the time or incur the costs
necessary to qualify suppliers such as the Company. Prospective customers may
also have concerns about the relative speed, complexity and power advantages of
the Company's products compared to more familiar ECL of BiCMOS semiconductors or
about the risks associated with relying on a relatively small company for a
critical sole-sourced component.
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. A majority of the Company's ICs are packaged in
plastic by third parties. The Company packages the balance of its ICs in its
Camarillo facility using customized ceramic packaging which is
10
<PAGE>
presently available from only one source. 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.
ENVIRONMENTAL REGULATIONS
The Company is subject to a variety of federal, state and local
governmental regulations related to the use, storage, discharge and disposal of
toxic, volatile or otherwise hazardous chemicals used in its manufacturing
process. Any failure to comply with present or future regulations could result
in the imposition of fines on the Company, the suspension of production or a
cessation of operations. In addition, such regulations could restrict the
Company's ability to expand its facilities at its present location or could
require the Company to acquire costly equipment or to incur other significant
expenses to comply with environmental regulations or to clean up prior
discharges.
The Company uses significant amounts of water throughout its
manufacturing process. Previous droughts in California have resulted in
restrictions being placed on water use by manufacturers and residents. In the
event of future drought, reductions in water use may be mandated generally, and
it is unclear how such reductions will be allocated among California's different
users. No assurance can be given that near term reductions in water allocations
to manufacturers will not occur, possibly requiring a reduction in the Company's
level of production, and materially and adversely affecting the Company's
operations. See "Business-- Environmental Matters."
MANAGEMENT OF GROWTH
The management of the Company's growth requires qualified personnel
and systems. In particular, the operation of the Company's planned wafer
fabrication facility in Colorado Springs and its integration with the Company's
current facility will require significant management, technical and
administrative resources. There can be no assurance that the Company will be
able to manage its growth or effectively integrate its planned wafer fabrication
facility, and failure to do so could have a material adverse effect on the
Company's business, operating results or financial condition.
DEPENDENCE ON KEY PERSONNEL
The Company's success depends in part upon attracting and retaining
the services of its managerial and technical personnel. The competition for
qualified personnel is intense. There can be no assurance that the Company can
retain its key managerial and technical employees or that it can attract,
assimilate or retain other skilled technical personnel in the future, and
failure to do so could have a material adverse effect on the Company's business,
operating results or financial condition.
11
<PAGE>
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS & REPORTS ON FORM 8-K
(a) EXHIBITS
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K
None.
12
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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
Dated: 2/13/1998 By: /s/ Eugene F. Hovanec
------------- ----------------------------------
Eugene F. Hovanec
Vice President, Finance and
Chief Financial Officer
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 141,078
<SECURITIES> 10,231
<RECEIVABLES> 24,768
<ALLOWANCES> 1,000
<INVENTORY> 12,591
<CURRENT-ASSETS> 204,399
<PP&E> 73,645
<DEPRECIATION> 30,042
<TOTAL-ASSETS> 306,852
<CURRENT-LIABILITIES> 30,962
<BONDS> 109
0
0
<COMMON> 277,828
<OTHER-SE> (2,047)
<TOTAL-LIABILITY-AND-EQUITY> 306,852
<SALES> 34,701
<TOTAL-REVENUES> 34,701
<CGS> 14,194
<TOTAL-COSTS> 24,011
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10
<INCOME-PRETAX> 12,973
<INCOME-TAX> 2,594
<INCOME-CONTINUING> 10,379
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,379
<EPS-PRIMARY> 0.29
<EPS-DILUTED> 0.27
</TABLE>
