Conexant Reports Financial Results for the Third Quarter of Fiscal 2009

GAAP to Non-GAAP Core Adjustments:

(a) Stock-based compensation expense is based on the fair value of all stock options and employee stock purchase plan shares in accordance with SFAS No. 123(R).

(b) Amortization of intangible assets resulting from business combinations.

(c) Gain on sale of intellectual property which is not part of our core, on-going operations.

(d) Special charges consist primarily of restructuring charges. Special charges in the nine fiscal months ended July 3, 2009 also include a $3.7 million charge related to a legal settlement. Special charges in the fiscal quarter and nine fiscal months ended June 27, 2008 include a $6.3 million charge related to the termination of our voluntary early retirement plan.

(e) The fiscal quarter ended January 2, 2009 and nine fiscal months ended July 3, 2009 include the impact of environmental remediation charges and a charge from inventory acquired through the purchase of the “SigmaTel” multifunction printer imaging product lines. The fiscal quarter and nine fiscal months ended June 27, 2008 include the impact of environmental remediation charges.

(f) Unrealized gains and losses associated with the change in the fair value of our warrant to purchase 6 million shares of Mindspeed Technologies, Inc. common stock, which is accounted for as a derivative instrument.

(g) Gains on sales of equity securities and on the liquidation of companies in which we held equity securities.

(h) Losses from other than temporary impairment of marketable securities and cost based investments.

(i) Losses (gains) on equity method investments.

(j) The nine fiscal months ended June 27, 2008 includes $14.7 million of non-recurring revenue that resulted from the buyout of a future royalty stream.

(k) Other interest expense which is not part of our on-going operations. For the nine fiscal months ended June 27, 2008, the adjustment relates to the accelerated amortization of debt issuance costs related to the repurchase of $53.6 million of floating rate senior notes.

(l) BBA adjustments reflect the Non-GAAP Core net revenue, gross margin, operating expenses, interest expense and provision for income taxes which were classified as discontinued operations in the third quarter of fiscal 2009.

Non-GAAP Financial Measures:

We have presented non-GAAP net revenues, non-GAAP cost of goods sold, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP other income, non-GAAP (loss) income from continuing operations and non-GAAP basic and diluted (loss) income per share from continuing operations, on a basis consistent with our historical presentation to assist investors in understanding our core results of operations on an on-going basis. These non-GAAP financial measures also enhance comparisons of our core results of operations with historical periods. We are providing these non-GAAP financial measures to investors to enable them to perform additional financial analysis and because it is consistent with the financial models and estimates published by analysts who follow our company. Management believes that these are important measures in the evaluation of our results of operations. Investors should consider non-GAAP financial measures in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The non-GAAP financial measures presented by us may be different than non-GAAP financial measures presented by other companies.

GAAP Guidance:

We do not present GAAP guidance due to our inability to project (i) future market prices of the common stock of a third party underlying a derivative financial instrument, (ii) realized gains or losses from the sale of equity securities in third parties, and (iii) the financial results of investments accounted for using the equity method of accounting.



Condensed Consolidated Balance Sheets

(unaudited, in thousands)

July 3,   October 3,
2009 2008
Current assets:
Cash and cash equivalents $ 123,394 $ 105,883
Restricted cash 14,500 26,800
Receivables, net 40,588 48,997
Inventories, net 8,352 19,372
Other current assets 34,306 37,938
Current assets held for sale   16,928     29,730  
Total current assets 238,068 268,720
Property, plant and equipment, net 12,075 17,410
Goodwill 110,094 110,412
Intangible assets, net 6,314 10,611
Other assets   33,447     39,250  
Total assets $ 399,998   $ 446,403  
Current liabilities:
Current portion of long-term debt $ - $ 17,707
Short-term debt 30,739 40,117
Accounts payable 27,086 34,894
Accrued compensation and benefits 8,070 13,201
Other current liabilities 32,787 43,189
Current liabilities to be assumed   3,446     3,995  
Total current liabilities 102,128 153,103
Long-term debt 391,400 373,693
Other liabilities   68,462     56,341  
Total liabilities   561,990     583,137  
Shareholders’ deficit   (161,992 )   (136,734 )
Total liabilities and shareholders’ deficit $ 399,998   $ 446,403  

Selected Other Data

(unaudited, in thousands)

  Fiscal Quarter Ended   Nine Fiscal Months Ended
July 3,   April 3,   June 27, July 3,   June 27,
2009 2009 2008 2009 2008
Revenues By Region:
Americas $ 1,251 $ 2,105 $ 4,684 $ 7,073 $ 14,112
Asia-Pacific 48,989 41,109 67,703 142,843 230,645
Europe, Middle East and Africa   604   751   1,515     2,356   5,632  
$ 50,844 $ 43,965 $ 73,902   $ 152,272 $ 250,389  
Cash Flow Data:
Depreciation of PP&E $ 1,733 $ 1,810 $ 2,352 $ 5,790 $ 8,336
Capital expenditures $ 208 $ 181 $ 451 $ 554 $ 3,603
Cash provided by (used in) operations $ 4,938 $ 1,372 $ (15,452 ) $ 847 $ (13,419 )

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