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Mindspeed Announces Fiscal Fourth Quarter 2013 Results and Conclusion of Its Strategic Review Process

Mindspeed Announces Fiscal Fourth Quarter 2013 Results and Conclusion of Its
Strategic Review Process

  *Beats Guidance and Achieves Non-GAAP Net Income Profitability
  *High Performance Analog Revenue Grows 4% Sequentially
  *Announces Definitive Merger Agreement with MACOM for $5.05 per share

NEWPORT BEACH, Calif., Nov. 5, 2013 (GLOBE NEWSWIRE) -- Mindspeed
Technologies, Inc. (Nasdaq:MSPD), a leading supplier of semiconductor
solutions for communications infrastructure applications, today reported
results for its fiscal fourth quarter of 2013. For the quarter ended September
27, 2013, Mindspeed recorded net revenue of $36.0 million and earnings per
share of $0.02 on a non-GAAP basis, and a loss per share of $1.26 on a GAAP
basis. Mindspeed has also concluded the strategic review process it announced
on April 30, 2013. In a separate release, Mindspeed has announced the signing
of a definitive agreement to be acquired by M/A-COM Technology Solutions
Holdings, Inc. (Nasdaq:MTSI) ("MACOM") for $5.05 per share. Details can be
found in a separate release at the following link:
http://investors.mindspeed.com/releases.cfm.

"After a thorough review by Mindspeed's Board and management team, and
spearheaded by Morgan Stanley, we are excited to conclude the strategic review
process with an outcome that we believe maximizes the value for shareholders,
while at the same time positions the two entities with very strong technology
platforms in the analog industry and deep customer relationships," commented
Raouf Y. Halim, chief executive officer at Mindspeed. "Furthermore, the
Mindspeed team was able to beat our forecast for the fourth quarter, including
net income profitability on a non-GAAP basis. I would like to publicly commend
everybody at Mindspeed for a job well-done not only in the past quarter, but
also over the past decade."

Revenue from high-performance analog (HPA) products was $15.9 million, or 44
percent of fiscal fourth quarter 2013 net revenue, and was up 4% percent
versus the prior fiscal quarter. Revenue from communications processors was
$16.2 million, or 45 percent of net revenue, and was down approximately 8
percent versus the prior fiscal quarter. Wireless infrastructure revenue
contributed $4.0 million in the quarter, or approximately 11 percent of total
revenue, and was up 49 percent versus the prior fiscal quarter.

Non-GAAP operating profit for the fiscal fourth quarter of 2013 was
approximately $1.6 million, compared to a non-GAAP operating profit of
$644,000 in the prior fiscal quarter. GAAP operating loss for the fiscal
fourth quarter of 2013 was $50.9 million, due primarily to an impairment
charge related to the wireless infrastructure assets, compared to a GAAP
operating loss of $3.5 million in the prior fiscal quarter. Non-GAAP net
income for the fiscal fourth quarter of 2013 was $874,000, or $0.02 per share,
compared to a non-GAAP net loss of $461,000, or $0.01 per share, in the prior
fiscal quarter. GAAP net loss in the fiscal fourth quarter of 2013 was $51.8
million, or $1.26 per share, compared to GAAP net income of $1.6 million, or
$0.04 per share, in the prior fiscal quarter.

Non-GAAP results exclude goodwill and asset impairment charges, stock-based
compensation and related payroll costs, strategic alternatives process costs,
restructuring charges, amortization of acquired intangible assets and non-cash
interest expense on convertible senior notes, among other items.
Reconciliations of the non-GAAP measures to GAAP measures are included in the
accompanying financial data.

Due to the announcement of the definitive merger agreement with MACOM,
Mindspeed will not conduct a conference call today to discuss its fiscal
fourth quarter of 2013 results.

About Mindspeed Technologies

Mindspeed Technologies (Nasdaq:MSPD) is a leading provider of network
infrastructure semiconductor solutions to the communications industry. The
company's low-power system-on-chip (SoC) products are helping to drive video,
voice and data applications in worldwide fiber-optic networks and enable
advanced processing for 3G and long-term evolution (LTE) mobile networks. The
company's high-performance analog products are used in a variety of optical,
enterprise, industrial and video transport systems. Mindspeed's products are
sold to original equipment manufacturers (OEMs) around the globe.

To learn more, please visit www.mindspeed.com. Company news and updates are
also posted at www.twitter.com/mindspeed.

Non-GAAP Measures

We provide non-GAAP measures as a supplement to financial results based on
GAAP. A detailed reconciliation of the non-GAAP results to the most directly
comparable GAAP measures is set forth below under the heading "Reconciliation
of Non-GAAP Measures to GAAP Measures." Investors are encouraged to review the
accompanying press release reconciliations. We believe the presentation of
non-GAAP measures provides investors with additional insight into underlying
operating results and prospects for the future by excluding goodwill and asset
impairments, as well as stock-based compensation and related payroll costs,
profit in acquired inventory, amortization of acquired intangible assets,
non-recurring legal and settlement costs, strategic alternatives process
costs, employee separation costs, acquisition-related costs, integration
costs, revaluation of contingent consideration, purchase price adjustments,
other income from the picoChip settlement agreement, restructuring charges
and/or non-cash interest expense on our convertible senior notes. We have
historically reported similar financial measures and believe that the
inclusion of comparative numbers provides consistency in our financial
reporting.

We also discuss certain non-GAAP measures excluding patent sales as a
supplement to financial results based on GAAP. The sale of patents in the
fiscal first quarter of 2013 impacted our net revenue, gross margin, operating
income and net income.

We use non-GAAP gross margin, research and development expenses, selling,
general and administrative expenses, operating expenses, operating income,
other expense, net, net income and net income per share internally to evaluate
our operating performance and to determine certain components of management
compensation. In addition, we use these non-GAAP measures for internal budgets
and forecasts. We believe that these non-GAAP measures can be useful to
investors in allowing for greater transparency with respect to supplemental
information used by management in its financial and operational decision
making.

We exclude stock-based compensation and related payroll costs and non-cash
interest expense on our convertible senior notes from non-GAAP measures
because we believe that excluding these costs can enhance the understanding of
our performance. We exclude profit in acquired inventory to facilitate
comparability of gross profit between periods and to better reflect continuing
operations of the acquired company. We exclude employee separation costs,
non-recurring legal and settlement costs, strategic alternatives process
costs, restructuring charges, acquisition-related costs, integration costs,
purchase price adjustments, other income from the picoChip settlement
agreement and revaluation of contingent consideration because they include
significant discrete items that may not be indicative of our ongoing
operations or economic performance. Similarly, we have excluded goodwill and
asset impairment charges related to our wireless infrastructure reporting unit
because they involve non-cash items that relate to historic imputed valuations
of the reporting unit's business and assets and are not indicative of its
operating or economic performance.

We do not provide forward-looking GAAP measures or a reconciliation of the
forward-looking non-GAAP measures to GAAP measures because of our inability to
project restructuring charges, employee separation costs and stock-based
compensation and related payroll costs.

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. The non-GAAP measures are in
addition to, and not a substitute for, or superior to, measures of financial
performance prepared in accordance with GAAP and may be different from
non-GAAP measures used by other companies. We endeavor to compensate for the
limitations of these non-GAAP measures by providing GAAP financial statements,
descriptions of the reconciling items and a reconciliation of the non-GAAP
measures to the most directly comparable GAAP measures so that investors can
appropriately incorporate the non-GAAP measures and their limitations into
their analyses. For complete information on goodwill and asset impairments,
stock-based compensation and related payroll costs, profit in acquired
inventory, amortization of acquired intangible assets, non-recurring legal and
settlement costs, strategic alternatives process costs, employee separation
costs, restructuring charges, acquisition-related costs, integration costs,
other income from the picoChip settlement agreement, revaluation of contingent
consideration and non-cash interest expense on our convertible senior notes,
please see our financial statements and "Management's Discussion and Analysis
of Results of Operations and Financial Condition" that will be included in the
periodic report we expect to file with the SEC with respect to the financial
periods discussed herein.

Safe Harbor Statement

This press release contains forward-looking statements based on Mindspeed's
beliefs and assumptions and on information currently available to our
management. Forward-looking statements include, in addition to statements
relating to Mindspeed's business, financial results and prospects, statements
concerning the MACOM transaction, including those regarding the potential date
of closing of the acquisition; the potential for the divestiture of
Mindspeed's wireless business; potential benefits and synergies; and other
financial and business expectations. Forward-looking statements include all
statements that are not historical facts and generally may be identified by
terms such as "anticipates," "believes," "could," "estimates," "expects,"
"intends," "may," "plans," "potential," "predicts," "projects," "seeks,"
"should," "will," "would" or similar expressions and the negatives of those
terms.

Forward-looking statements contained in this press release reflect Mindspeed's
current views about future events and are subject to risks, uncertainties,
assumptions and changes in circumstances that may cause those events or our
actual activities or results to differ materially from those expressed in any
forward-looking statement. Although Mindspeed believes that the expectations
reflected in the forward-looking statements are reasonable, it cannot and does
not guarantee future events, results, actions, levels of activity, performance
or achievements. For example, there can be no assurances with respect to
either the closing of the Macom transaction or a divestiture of Mindspeed's
wireless business. Readers are cautioned not to place undue reliance on these
forward-looking statements. A number of important factors could cause actual
results to differ materially from those indicated by the forward-looking
statements, including, among others, the potential that the tender offer will
not be successfully completed; the lack of a binding agreement with respect to
the divestiture of Mindspeed's wireless business to a proposed third party and
the risk that the divestiture may not be completed; matters arising in
connection with the parties' efforts to comply with and satisfy applicable
regulatory approvals and closing conditions relating to the transaction;
failure to achieve expected synergies and other anticipated benefits of the
transaction; and other risks and uncertainties generally affecting Mindspeed's
business, including fluctuations in our operating results and the potential
for future operating losses; loss of or diminished demand from one or more key
distributors; our ability to develop and introduce new products successfully;
pricing pressures; whether we continue to sustain losses and consume cash in
our operations; customer and employee uncertainty arising from the
announcement of the transaction with Macom and the potential divestiture of
our wireless business; and the potential for intellectual property or other
litigation. Additional risks and uncertainties that could cause our actual
results to differ from those set forth in any forward-looking statements are
discussed in more detail under the caption "Risk Factors" in our Annual Report
on Form 10-K for the fiscal year ended September 28, 2012, our most recent
Quarterly Report on Form 10-Q, and our future filings with the Securities and
Exchange Commission.

                                                              
MINDSPEED TECHNOLOGIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
                                                              
                     Three Months Ended               Year Ended
                     September   June 28,  September  September   September
                      27,                   28,        27,         28,
                     2013        2013      2012       2013        2012
                                                              
Net revenue:                                                   
Products              $36,043   $35,579 $36,264  $145,401  $140,415
Intellectual          --        --      --       6,000      591
property
Total net revenue    36,043     35,579   36,264    151,401    141,006
Cost of goods sold:                                            
Products (a)          13,794     13,776   15,253    56,859     59,112
Asset impairments (b) 21,151     --      --       23,571     3,385
Total cost of goods   34,945     13,776   15,253    80,430     62,497
sold
Gross margin         1,098      21,803   21,011    70,971     78,509
                                                              
Operating expenses:                                            
Research and          15,027     15,153   17,093    61,883     67,946
development (a) (b)
Selling, general and  9,282      9,823    9,297     38,886     43,317
administrative (a)
Goodwill impairment   26,596     --      --       57,062     --
charge (b)
Impairment of         1,146      --      --       1,646      --
intangible assets (b)
Acquisition-related   --        26       29        216        3,777
costs
Restructuring         (79)       293      704       2,462      2,054
charges
Total operating       51,972     25,295   27,123    162,155    117,094
expenses
                                                              
Operating loss        (50,874)   (3,492)  (6,112)   (91,184)   (38,585)
                                                              
Other
(expense)/income,     (791)      5,148    22        2,423      6,193
net
                                                              
(Loss)/income before  (51,665)   1,656    (6,090)   (88,761)   (32,392)
income taxes
                                                              
Provision/(benefit)   105        57       (28)      387        359
for income taxes
                                                              
Net (loss)/income     $(51,770) $1,599  $(6,062) $(89,148) $(32,751)
                                                              
Net (loss)/income per                                          
share:
Basic               $(1.26)   $0.04   $(0.15)  $(2.21)   $(0.89)
Diluted             $(1.26)   $0.04   $(0.15)  $(2.21)   $(0.89)
                                                              
Weighted-average
number of shares used                                          
in per share
computation:
Basic               40,950     40,575   39,169    40,285     36,787
Diluted             40,950     40,929   39,169    40,285     36,787
                                                              

(a)Includes stock-based compensation expense and related payroll costs.
                                                              
(b) During the second quarter of fiscal 2013, we performed an evaluation of
goodwill, definite-lived intangible assets and indefinite-lived intangible
assets as we believed there was an impairment triggering circumstance which
warranted an evaluation. This circumstance was the slower than expected
deployments of 3G small cell base stations. As a result, we recorded a charge
for the impairment of goodwill, definite-lived intangible assets and
indefinite-lived intangibles of $33.4 million related to our wireless
infrastructure reporting unit. The impairment charge for the definite-lived
intangible assets was included in cost of goods sold.During the fourth
quarter of fiscal 2013, we performed our annual evaluation of goodwill and
indefinite-lived intangible assets and concluded that goodwill was impaired.
During the fourth quarter of fiscal 2013, there were indicators of impairment
that required us to evaluate the long-lived assets for recoverability. As a
result, we recorded a charge for the impairment of goodwill of $26.6 million
and a charge for the impairment of definite-lived intangibles of $22.4 million
related to our wireless infrastructure reporting unit.


                                                                
MINDSPEED TECHNOLOGIES, INC.
Reconciliation of Non-GAAP Measures to GAAP Measures
(unaudited, in thousands, except per share amounts)
                                                                
                            Three Months Ended            Year Ended
                            September June 28,  September September September
                             27,                 28,       27,       28,
                            2013      2013      2012      2013      2012
                                                                
Reconciliation of Non-GAAP
Gross Margin to GAAP Gross                                       
Margin
Non-GAAP gross margin        $22,582 $22,048 $21,372 $95,723 $83,661
Items excluded from non-GAAP                                     
gross margin:
Asset impairments (b)        21,151   --      --      23,571   3,385
Stock-based compensation and 91       (2)      91       198      138
related payroll costs
Profit in acquired inventory --      --      24       --      986
(c)
Amortization of acquired     242      247      246      983      643
intangible assets (d)
Gross margin                 $1,098  $21,803 $21,011 $70,971 $78,509
                                                                
Reconciliation of Non-GAAP
Research and Development                                         
Expenses to GAAP Research
and Development Expenses
Non-GAAP research and        $14,288 $14,445 $16,128 $58,144 $63,949
development expenses
Items excluded from non-GAAP
research and development                                         
expenses:
Stock-based compensation and 630      886      942      3,474    3,727
related payroll costs
Asset impairments (b)        104      --      --      239      --
Employee separation costs    5        (178)    23       26       270
(e)
Research and development     $15,027 $15,153 $17,093 $61,883 $67,946
expenses
                                                                
Reconciliation of Non-GAAP
Selling, General and
Administrative Expenses to                                       
GAAP Selling, General and
Administrative Expenses
Non-GAAP selling, general    $6,648  $6,959  $7,235  $28,382 $32,802
and administrative expenses
Items excluded from non-GAAP
selling, general and                                             
administrative expenses:
Stock-based compensation and 2,188    2,163    848      8,248    6,880
related payroll costs
Amortization of acquired     77       104      104      389      275
intangible assets (d)
Non-recurring legal and      (92)     306      715      1,105    715
settlement costs
Strategic alternatives       439      268      --      707      --
process costs (f)
Employee separation costs    22       23       169      75       426
(e)
Integration costs (g)        --      --      226      (20)     2,219
Selling, general and         $9,282  $9,823  $9,297  $38,886 $43,317
administrative expenses
                                                                

                                                              
MINDSPEED TECHNOLOGIES, INC.
Reconciliation of Non-GAAP Measures to GAAP Measures
(unaudited, in thousands, except per share amounts)
                                                              
                    Three Months Ended                Year Ended
                    September   June 28,   September  September   September
                     27,                    28,        27,         28,
                    2013        2013       2012       2013        2012
                                                              
Reconciliation of
Non-GAAP Operating                                             
Expenses to GAAP
Operating Expenses
Non-GAAP operating   $20,936   $21,404  $23,363  $86,526   $96,751
expenses
Items excluded from
non-GAAP operating                                             
expenses:
Asset impairments    1,250      --       --       1,385      --
(b)
Goodwill impairment  26,596     --       --       57,062     --
charge (b)
Asset impairment -
indefinite-lived     --        --       --       500        --
intangibles (b)
Stock-based
compensation and     2,818      3,049     1,790     11,722     10,607
related payroll
costs
Acquisition-related  --        26        29        216        3,777
costs (h)
Restructuring        (79)       293       704       2,462      2,054
charges
Amortization of
acquired intangible  77         104       104       389        275
assets (d)
Non-recurring legal  (92)       306       715       1,105      715
and settlement costs
Strategic
alternatives process 439        268       --       707        --
costs (f)
Employee separation  27         (155)     192       101        696
costs (e)
Integration costs    --        --       226       (20)       2,219
(g)
Operating expenses   $51,972   $25,295  $27,123  $162,155  $117,094
                                                              
Reconciliation of
Non-GAAP Operating                                             
Income/(Loss) to
GAAP Operating Loss
Non-GAAP operating   $1,646    $644     $(1,991) $9,197    $(13,090)
income/(loss)
Items excluded from
non-GAAP operating                                             
income/(loss):
Asset impairments    22,401     --       --       24,956     3,385
(b)
Goodwill impairment  26,596     --       --       57,062     --
charge (b)
Asset impairment -
indefinite-lived     --                            500        
intangibles (b)
Stock-based
compensation and     2,909      3,047     1,881     11,920     10,745
related payroll
costs
Acquisition-related  --        26        29        216        3,777
costs (h)
Restructuring        (79)       293       704       2,462      2,054
charges
Profit in acquired   --        --       24        --        986
inventory (c)
Amortization of
acquired intangible  319        351       350       1,372      918
assets (d)
Non-recurring legal  (92)       306       715       1,105      715
and settlement costs
Strategic
alternatives process 439        268       --       707        --
costs (f)
Employee separation  27         (155)     192       101        696
costs (e)
Integration costs    --        --       226       (20)       2,219
(g)
Operating loss       $(50,874) $(3,492) $(6,112) $(91,184) $(38,585)
                                                              
Reconciliation of
Non-GAAP Other
Expense, Net to GAAP                                           
Other
(Expense)/Income,
Net
Non-GAAP other
(expense)/income,    $(667)    $(1,048) $(663)   $(3,195)  $(1,458)
net
Items excluded from
non-GAAP other                                                 
expense, net:
Purchase price       --        --       --       (92)       --
adjustments (j)
Other income from
picoChip settlement  --        6,382     --       6,382      --
agreement (k)
Revaluation of
contingent           --        --       885       10         8,162
consideration
Non-cash interest
expense on           (124)      (186)     (200)     (682)      (511)
convertible senior
notes (i)
Other
(expense)/income,    $(791)    $5,148   $22      $2,423    $6,193
net
                                                              

                                                              
MINDSPEED TECHNOLOGIES, INC.
Reconciliation of Non-GAAP Measures to GAAP Measures
(unaudited, in thousands, except per share amounts)
                                                              
                     Three Months Ended               Year Ended
                     September   June 28,  September  September   September
                      27,                   28,        27,         28,
                     2013        2013      2012       2013        2012
                                                              
Reconciliation of
Non-GAAP Net                                                   
Income/(Loss) to GAAP
Net (Loss)/Income
Non-GAAP net          $874      $(461)  $(2,626) $5,615    $(14,907)
income/(loss)
Items excluded from
non-GAAP net                                                   
income/(loss):
Asset impairments (b) 22,401     --      --       24,956     3,385
Goodwill impairment   26,596     --      --       57,062     --
charge (b)
Asset impairment -
indefinite-lived      --        --      --       500        --
intangibles (b)
Stock-based
compensation and      2,909      3,047    1,881     11,920     10,745
related payroll costs
Acquisition-related   --        26       29        216        3,777
costs (h)
Restructuring charges (79)       293      704       2,462      2,054
Profit in acquired    --        --      24        --        986
inventory (c)
Amortization of
acquired intangible   319        351      350       1,372      918
assets (d)
Non-recurring legal   (92)       306      715       1,105      715
and settlement costs
Strategic
alternatives process  439        268      --       707        --
costs (f)
Employee separation   27         (155)    192       101        696
costs (e)
Integration costs (g) --        --      226       (20)       2,219
Purchase price        --        --      --       92         --
adjustments (j)
Other income from
picoChip settlement   --        (6,382)  --       (6,382)    --
agreement (k)
Revaluation of
contingent            --        --      (885)     (10)       (8,162)
consideration
Non-cash interest
expense on            124        186      200       682        511
convertible senior
notes (i)
Net (loss)/income     $(51,770) $1,599  $(6,062) $(89,148) $(32,751)
                                                              
Reconciliation of
Non-GAAP Net
Income/(Loss) Per                                              
Share to GAAP Net
(Loss)/Income Per
Share
Basic:                                                         
Non-GAAP net
income/(loss) per     $0.02     $(0.01) $(0.07)  $0.14     $(0.41)
share
Adjustments           (1.28)     0.05     (0.08)    (2.35)     (0.48)
Net (loss)/income per $(1.26)   $0.04   $(0.15)  $(2.21)   $(0.89)
share
                                                              
Diluted:                                                       
Non-GAAP net
income/(loss) per     $0.02     $(0.01) $(0.07)  $0.14     $(0.41)
share
Adjustments           (1.28)     0.05     (0.08)    (2.35)     (0.48)
Net (loss)/income per $(1.26)   $0.04   $(0.15)  $(2.21)   $(0.89)
share
                                                              
Reconciliation of
Shares used in
Non-GAAP diluted                                               
shares to GAAP
diluted shares
Non-GAAP diluted      41,325     40,575   39,169    40,903     36,787
shares
                                                              
The effect of
dilutive potential
common shares due to  (375)      354      --       (618)      --
reporting Non-GAAP
net income
Diluted shares        40,950      40,929    39,169     40,285      36,787
                                                              
(c) Profit in acquired inventory results from purchase-accounting adjustments
which increase the value of inventory acquired to its fair value. As the
acquired inventory is sold, the associated profit in acquired inventory
increases cost of goods sold and reduces gross profit.
(d) Amortization of acquired intangible assets reflects amortization expense
on intangible assets recorded in conjunction with the picoChip acquisition.
(e) Employee separation costs consist of severance benefits payable to certain
former employees of the Company as a result of organizational changes.
(f) Strategic alternatives process costs represent fees incurred in the
Company's evaluation of strategic alternatives.
(g) Integration costs represent costs incurred related to the transition of
picoChip to a wholly owned subsidiary of Mindspeed.
(h) Acquisition-related costs are professional fees incurred related to the
acquisition of picoChip.
(i) Non-cash interest expense on convertible senior notes represents the
amortization of debt discounts recorded in accordance with FASB ASC 470-20,
related to the Company's 6.50% and 6.75% convertible senior notes.
(j) Purchase price adjustments consist of adjustments to amounts recognized in
the picoChip acquisition that occurred after the measurement period.
(k) Other income from the picoChip settlement agreement was recorded as a
result of a settlement the Company reached with the picoChip selling
shareholders' representative to relieve the parties of all outstanding
obligations under the picoChip acquisition agreement.
                                                              

                                                       
MINDSPEED TECHNOLOGIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(unaudited, in thousands)
                                                       
                                          September 27, September 28,
                                          2013          2012
                                                       
ASSETS                                                  
Current Assets                                          
Cash and cash equivalents                  $25,974     $49,098
Receivables, net                           19,633       14,527
Inventories                                11,267       10,482
Prepaid expenses and other current assets  4,429        10,497
Total current assets                       61,303       84,604
                                                       
Property, plant and equipment, net         15,621       16,031
Intangible assets, net                     9,677        35,351
Goodwill                                   --          57,110
Other assets                               4,723        4,000
Total assets                               $91,324     $197,096
                                                       
                                                       
LIABILITIES AND STOCKHOLDERS' EQUITY                    
Current Liabilities                                     
Accounts payable                           $6,999      $9,262
Accrued compensation and benefits          5,629        6,401
Accrued income taxes                       512          707
Deferred income on sales to distributors   3,405        4,396
Deferred revenue                           2,308        2,338
Restructuring                              141          427
Line of credit - short-term                4,484        5,511
Short-term debt                            2,250        15,384
Contingent consideration                   --          1,876
Other current liabilities                  4,848        9,527
Total current liabilities                  30,576       55,829
                                                       
Line of credit - long-term                 8,000        8,000
Long-term debt                             42,832       44,765
Other liabilities                          6,158        6,767
Total liabilities                          87,566       115,361
                                                       
Stockholders' Equity                       3,758        81,735
Total liabilities and stockholders' equity $91,324     $197,096
                                                       

                                                               
MINDSPEED TECHNOLOGIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
                                                               
                                                  Year Ended
                                                  September 27, September 28,
                                                  2013          2012
                                                               
Cash Flows From Operating Activities                            
Net loss                                           $(89,148)   $(32,751)
Adjustments required to reconcile net loss to net               
cash provided/(used in) by operating activities:
Depreciation and amortization of property, plant   5,853        6,345
and equipment
Amortization of intangible assets                  3,403        3,419
Asset impairments                                  24,956       3,385
Revaluation of contingent consideration            (10)         (8,162)
Restructuring charges                              2,462        2,054
Goodwill impairment charge                         57,062       --
Impairment of indefinite-lived intangible assets   500          --
Stock-based compensation                           11,731       10,505
Provision for bad debt                             (8)          48
Inventory provisions                               1,486        1,266
Amortization of debt discount and issuance costs   1,032        625
Non-cash effect of picoChip settlement arrangement (5,357)      --
Other non-cash items, net                          (38)         (211)
Changes in assets and liabilities, net of                       
acquisitions:
Receivables                                        (5,099)      217
Inventories                                        (2,271)      4,407
Other assets, net                                  3,793        (4,141)
Accounts payable                                   (2,610)      194
Deferred income on sales to distributors           (991)        (950)
Accrued restructuring charges                      (2,747)      (2,573)
Accrued compensation and benefits                  (714)        (4,060)
Accrued expenses and other current liabilities     131          (1,888)
Other liabilities, net                             (774)        5,513
                                                               
Net cash provided by/(used in) operating           2,642        (16,758)
activities
                                                               
Cash Flows From Investing Activities                            
Purchases of property, plant and equipment         (4,542)      (4,637)
Payments under license agreements                  (3,735)      (13,030)
Net cash paid for acquired companies               --          (20,096)
                                                               
Net cash used in investing activities              (8,277)      (37,763)
                                                               
Cash Flows From Financing Activities                            
Payments made on capital lease obligations         (356)        (497)
Maturity and payment of convertible debt           (15,000)     --
Borrowings under term loan                         --          15,000
Payments made on term loan                         (750)        --
Borrowings under line of credit                    1,420        16,808
Payments made on line of credit                    (2,447)      (3,297)
Borrowings under convertible debt                  --          30,560
Deferred financing costs                           --          (1,034)
Repurchase of restricted stock for income tax      (1,567)      (1,213)
withholding
Proceeds from equity compensation programs         1,215        2,074
                                                               
Net cash provided by financing activities          (17,485)     58,401
                                                               
Effect of foreign currency exchange rates on cash  (4)          (9)
                                                               
Net (decrease)/increase in cash and cash           (23,124)     3,871
equivalents
Cash and cash equivalents at beginning of period   49,098       45,227
                                                               
Cash and cash equivalents at end of period         $25,974     $49,098
                                                               

                                                              
MINDSPEED TECHNOLOGIES, INC.
Selected Corporate Data
(unaudited, in thousands)
                                                              
                     Three Months Ended               Year Ended
                     September   June 28,  September  September   September
                      27,                   28,        27,         28,
                     2013        2013      2012       2013        2012
                                                              
Gross margin %       3.0%        61.3%     57.9%      46.9%       55.7%
                                                              
Cash provided                                                  
by/(used in):
Operating activities $517      $(531)  $(1,079) $2,642    $(16,758)
Investing activities (862)      (2,285)  (4,975)   (8,277)    (37,763)
Financing activities (16,734)   (708)    (51)      (17,485)   58,401
Effect of foreign     6          (2)      65        (4)        (9)
currency on cash
Net                               $
(decrease)/increase   $(17,073) (3,526)   $(6,040) $(23,124) $3,871
in cash
                                                              
Depreciation and      $1,396    $1,349  $1,552   $5,853    $6,345
amortization
Amortization of       $587      $723    $1,017   $3,403    $3,419
intangible assets
Capital expenditures $861      $2,285  $4,975   $8,277    $17,667
Net cash paid for     $--      $--    $--     $--      $20,096
acquired companies
                                                              
Net revenue by                                                 
region:
Americas             $6,085    $8,598  $5,942   $32,913   $23,848
Europe, Middle East   2,943      2,128    2,325     11,881     9,433
and Africa
Asia-Pacific         27,015     24,853   27,997    106,607    107,725
Total net revenue     $36,043   $ 35,579 $36,264  $151,401  $141,006
                                                              
Net revenue by                                                 
product line:
High-performance      $15,931   $ 15,276 $17,821  $66,081   $64,667
analog
Communications        16,162     17,654   14,037    65,579     64,834
processors
Wireless              3,950      2,649    4,406     13,741     10,914
infrastructure
Total net product     36,043     35,579   36,264    145,401    140,415
revenue
Intellectual          --        --      --       6,000      591
property
Total net revenue     $36,043   $ 35,579 $36,264  $151,401  $141,006
                                                              

CONTACT: Investor Relations Contact:
         Mindspeed Technologies, Inc.
         Kevin Trosian
         VP, Corporate Development and Investor Relations
         +1 949.579.3111
         Investor.Relations@Mindspeed.com

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