The non-GAAP financial measures we provide have certain limitations because they do not reflect all of the costs associated with the operation of our business as determined in accordance with GAAP. Non-GAAP income (loss) from operations and Non-GAAP net income (loss) are in addition to, and are not a substitute for or superior to, income (loss) from operations and net income (loss), which are prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. A detailed reconciliation of the non-GAAP measures to the most directly comparable GAAP measure is set forth below. Investors are encouraged to review these reconciliations to appropriately incorporate the non-GAAP measures and the limitations of these measures into their analyses. For complete information on stock-based compensation, amortization of intangible assets, restructuring and impairment charges, and the change in the fair value of our embedded derivatives, please see our Form 10-K for the year ended September 30, 2012.

 
VITESSE SEMICONDUCTOR CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEETS
 
  December 31,   September 30,
2012 2012
(in thousands, except par value)
ASSETS
Current assets:
Cash $ 37,078 $ 23,891
Accounts receivable, net 9,601 9,403
Inventory, net 12,646 12,060
Prepaid expenses and other current assets   2,914     2,125  
Total current assets 62,239 47,479
Property, plant and equipment, net 3,373 3,832
Other intangible assets, net 1,078 1,175
Other assets   4,046     4,130  
$ 70,736   $ 56,616  
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 7,513 $ 5,726
Accrued expenses and other current liabilities 11,431 12,188
Deferred revenue   1,325     871  
Total current liabilities 20,269 18,785
Other long-term liabilities 478 574
Long-term debt, net 15,967 15,852
Compound embedded derivative - 2,899
Convertible subordinated debt, net   42,983     42,521  
Total liabilities   79,697     80,631  
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.01 par value: 10,000 shares authorized; Series B Non Cumulative, Convertible, 135 shares outstanding at December 31, 2012 and September 30, 2012, respectively 1 1
Common stock, $0.01 par value: 250,000 shares authorized; 36,770 and 25,812 shares outstanding at December 31, 2012 and September 30, 2012, respectively 368 258
Additional paid-in-capital 1,849,952 1,829,976
Accumulated deficit   (1,859,282 )   (1,854,250 )

Total stockholders' deficit
  (8,961 )   (24,015 )
$ 70,736   $ 56,616  
 
 
VITESSE SEMICONDUCTOR CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
   
Three Months Ended December 31,
2012 2011
(in thousands, except per share data)
Net revenues:
Product revenues $ 23,905 $ 28,942
Intellectual property revenues   1,822     1,049  
Net revenues   25,727     29,991  
Costs and expenses:
Cost of product revenues 10,975 12,163
Engineering, research and development 10,504 12,425
Selling, general and administrative 7,970 7,452
Amortization of intangible assets   97     67  
Costs and expenses   29,546     32,107  
Loss from operations (3,819 ) (2,116 )

Other expense (income):
Interest expense, net 1,970 1,948
Gain on compound embedded derivative (803 ) (3,298 )
Other expense (income), net   (31 )   12  
Other expense (income), net   1,136     (1,338 )
Loss before income tax expense (4,955 ) (778 )
Income tax expense   77     66  
Net loss $ (5,032 ) $ (844 )
 
Net loss per common share - Basic and diluted $ (0.18 ) $ (0.03 )
 
Weighted average shares outstanding- Basic and diluted 28,059 24,512
 
 
VITESSE SEMICONDUCTOR CORPORATION
UNAUDITED RECONCILIATION OF GAAP NET (LOSS) INCOME TO NON-GAAP NET LOSS
 
  Three Months Ended
December 31, 2012   December 31, 2011   September 30, 2012
(in thousands, except per share data)
 
GAAP net (loss) income $ (5,032 ) $ (844 ) $ 1,217  
 
Adjustments:
Stock-based compensation charges 1,143 1,063 1,141
Amortization of intangible assets 97 67 96
Restructuring and impairment charges 53 28 (1,460 )
Gain on compound embedded derivative   (803 )   (3,298 )   (1,124 )
Total GAAP to non-GAAP adjustments   490     (2,140 )   (1,347 )
Non-GAAP net loss $ (4,542 ) $ (2,984 ) $ (130 )
 
Net (loss) income per common share
Basic:
GAAP net (loss) income $ (0.18 ) $ (0.03 ) $ 0.05
Adjustments *   0.02     (0.09 )   (0.05 )
Non-GAAP net (loss) income $ (0.16 ) $ (0.12 ) $ -  
 
Net (loss) income per common share
Diluted:
GAAP net (loss) income $ (0.18 ) $ (0.03 ) $ 0.05
Adjustments *   0.02     (0.09 )   (0.05 )
Non-GAAP net (loss) income $ (0.16 ) $ (0.12 ) $ -  
 

UNAUDITED RECONCILIATION OF GAAP (LOSS) INCOME FROM OPERATIONS
TO NON-GAAP (LOSS) INCOME FROM OPERATIONS
 
GAAP (loss) income from operations $ (3,819 ) $ (2,116 ) $ 531  
Adjustments:
Stock-based compensation charges 1,143 1,063 1,141
Amortization of intangible assets 97 67 96
Restructuring and impairment charges   53     28     (1,460 )
Total GAAP to non-GAAP adjustments 1,293 1,158 (223 )
     
Non-GAAP (loss) income from operations $ (2,526 ) $ (958 ) $ 308  
 
* Included in the adjustments are calculations required by the two class method relative to participation rights of our preferred shares.
 

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