Agere Systems Reports Results for the Fourth Quarter and Fiscal Year 2005; Appoints New CEO
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Agere Systems Reports Results for the Fourth Quarter and Fiscal Year 2005; Appoints New CEO

- Board of Directors authorizes repurchase of up to $200 million of common stock

ALLENTOWN, Pa., Oct. 26 /PRNewswire-FirstCall/ -- Agere Systems (NYSE: AGR) today reported its financial results for the fourth quarter and fiscal year 2005. In a separate release, the company announced that Richard L. Clemmer, a member of its board of directors, has been appointed as its new president and chief executive officer, effective immediately, replacing John T. Dickson, who has decided to retire.

(Logo: http://www.newscom.com/cgi-bin/prnh/20040618/AGERELOGO )

For the quarter ended on September 30, Agere posted net income of $7 million or $0.04 per share on a GAAP basis, compared to the year-ago net loss of $127 million or $0.74 per share, and net income of $120 million or $0.66 per share in the June quarter.

GAAP net income for the fourth quarter includes $31 million in net restructuring charges and related costs, and for the June quarter, included a $120 million benefit resulting from the reversal of a tax contingency. The fourth quarter GAAP gross margin as a percent of sales was 45 percent.

For the full fiscal year 2005, the company posted a GAAP net loss of $8 million or $0.04 per share, compared to a net loss of $90 million or $0.52 per share for fiscal year 2004.

On a pro forma basis, the company reported net income of $38 million or $0.21 per share in the September quarter, compared to net income of $43 million, or $0.24 per share in the June quarter, and net income of $6 million or $0.04 per share in the year-ago quarter. The company's pro forma gross margin was 52 percent in the September quarter, exceeding the company's long- term operating model.

For the fiscal year, the company posted pro forma net income of $72 million, or $0.41 per share, compared to pro forma net income of $49 million, or $0.28 per share in fiscal 2004.

Pro forma financial measures, which are non-GAAP measures, exclude gain or loss from the sale of, and income or loss from, discontinued operations; restructuring-related charges included in costs - primarily increased depreciation; certain other non-cash charges including equity compensation; net restructuring and other charges; purchased in-process research and development charges; amortization of acquired intangible assets; net gain or loss from the sale of operating assets; certain tax adjustments; cumulative effect of accounting changes; and certain nonrecurring charges.

The company's revenues for the fourth quarter were $416 million, compared to $433 million in the June quarter and $439 million in the year-ago quarter. For the full fiscal year 2005, the company reported revenues of $1.68 billion, compared to $1.91 billion for fiscal year 2004.

"The company made great strides in fiscal 2005 by improving earnings per share, pro forma gross margin and the balance sheet," said Clemmer, president and CEO, Agere Systems. "The key challenge for 2006 is driving revenue growth. We are absolutely committed to doing what it takes over the coming months to achieve growth and enhance shareholder value."

Authorization of Share Repurchase

In addition, the company announced that its board of directors has authorized the repurchase of up to $200 million of its outstanding common stock. Based on Agere's closing stock price on October 25, 2005, $200 million represents approximately 12 percent of the company's total outstanding shares. As of September 30, Agere had cash and cash equivalents of approximately $698 million.

Outlook

In the December quarter, the company expects to report revenues in the range of $390 million to $410 million. The company expects a GAAP net loss of $0.13 to $0.19 per share. Pro forma net income is expected to be in the range of $0.03 to $0.09 per share.

    Revenue by Operating Segment

                                Quarter Ended          Year Ended
                            Sep 30,     Jun 30,    Sep 30,      Sep 30,
                             2005        2005       2005         2004

    Storage                  $158        $146       $620         $635
    Mobility                   92         100        364          496
    Enterprise & Networking   101         118        436          513
    Consumer Enterprise
     Segment                  351         364      1,420        1,644
    Telecommunications
     Segment                   65          69        256          268
                             $416        $433     $1,676       $1,912

Each operating segment includes revenue from the licensing of intellectual property.


    Product and Customer Highlights

    Recent company highlights include:
    -- Selection of the Advanced PayloadPlus(R) APP300 series of network
       processors for ZTE Corporation's DSL access platforms and for Zhone
       Technologies' Multi-Access Line Concentrator product.

    -- Announcement of the Vision(TM) X115 chipset solution providing cinema-
       quality video and CD-quality audio capabilities for mainstream EDGE
       feature phones and Smartphones.  The multi-processor solution, which is
       expected to be in production before the end of the fourth calendar
       quarter of 2005, is the first product based on the Vision mobile
       handset architecture.

    -- Introduction of the company's first standard-product storage system-on-
       a-chip for portable consumer disk drives.  Agere's SC1200 will enable
       12 gigabytes of storage in 1.0-inch disk drives, which are expected to
       hit the market in 2006.

    -- Agreement with QLogic Corp. to supply ASICs and storage area networking
       chips for QLogic's SANblade 2400 series of 4 gigabit-per-second Fibre
       Channel products.

    -- Shipment of SMC Networks' first TigerSwitch(TM) 1000 product based on
       Agere's ET4K and Octal TruePHY(TM) 1081 chips.  The TigerSwitch 1000
       solution is SMC's newest line of gigabit workgroup switches.

    Earnings Webcast

Agere Systems will host a conference call today at 8:30 a.m. EDT to discuss its financial results and outlook. To listen to the conference call via the Internet, visit http://www.agere.com/webcast. Subsequent to the conference call, a replay will be available at the same web address. Supplemental financial information is also available on the company's website at http://www.agere.com/webcast.

Agere Systems is a global leader in semiconductors for storage, wireless data, and public and enterprise networks. The company's chips and software power a broad range of computing and communications applications, from cell phones, PCs, PDAs, hard disk drives and gaming devices to the world's most sophisticated wireless and wireline networks. Agere's customers include top manufacturers of consumer electronics, communications and computing equipment. Agere's products connect people to information and entertainment at home, at work and on the road -- enabling the connected lifestyle.

Agere, Agere Systems, the Agere Systems logo and PayloadPlus are registered trademarks, and TruePHY and Vision are trademarks of Agere Systems Inc.

TigerSwitch is a trademark of SMC Networks, Inc.

This release contains forward-looking statements based on information currently available to Agere. Agere's actual results could differ materially from the results stated or implied by those forward-looking statements due to a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, our reliance on major customers and suppliers, our ability to keep pace with technological change, our dependence on new product development, price and product competition, availability of manufacturing capacity, customer demand for our products and services, and general industry and market conditions. For a further discussion of these and other risks and uncertainties, see our annual report on Form 10-K for the fiscal year ended September 30, 2004, and our quarterly report on Form 10-Q for the quarter ended June 30, 2005. Agere disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


                                Agere Systems Inc.
            Unaudited Condensed Consolidated Statements of Operations
                  (Dollars in millions except per share amounts)

                                                                Twelve Months
                                          Quarter Ended             Ended
                                      Sep 30  Jun 30  Sep 30   Sep 30  Sep 30
                                        2005   2005    2004     2005    2004

    Revenue                             $416   $433    $439    $1,676  $1,912
    Costs                                227    248     240     1,012   1,046
    Gross profit - $                     189    185     199       664     866
    Gross profit - %                    45.4%  42.7%   45.3%     39.6%   45.3%

    Operating Expenses
    Selling, general and administrative   54     65      62       234     272
    Research and development             111    119     118       462     496
    Amortization of acquired intangible
     assets                                1      1       2         6       7
    Purchased in-process research and
     development                           -      -       -        55      13
    Restructuring and other charges -
     net                                   5      1     132        24     197
    (Gain) Loss on sale of operating
     assets - net                         (1)    (4)     (1)       (9)     (4)
    Total operating expenses             170    182     313       772     981

    Operating Income (Loss)               19      3    (114)     (108)   (115)
    Other income (expense) - net           2      4       4         7       8
    Interest expense                       7      6      10        29      43
    Income (Loss) before income taxes     14      1    (120)     (130)   (150)
    (Benefit) Provision  for income
     taxes                                 7   (119)      7      (122)    (60)
    Net Income (Loss)                     $7   $120   $(127)      $(8)   $(90)

    Basic income (loss) per share      $0.04  $0.66  $(0.74)   $(0.04) $(0.52)
    Weighted average shares
     outstanding--basic (in millions)    182    181     172       178     171

    Diluted income (loss) per share    $0.04  $0.65  $(0.74)   $(0.04) $(0.52)
    Weighted average shares
     outstanding--diluted
    (in millions)                        182    193     172       178     171


                    Unaudited Pro Forma Results of Operations
                  (Dollars in millions except per share amounts)

                                                               Twelve Months
                                        Quarter Ended             Ended
                                   Sep 30   Jun 30  Sep 30   Sep 30   Sep 30
                                    2005     2005    2004     2005     2004

    Revenue:
     Consumer Enterprise:
      Storage                        $158     $146    $155     $620    $635
      Mobility                         92      100     100      364     496
      Enterprise and Networking       101      118     120      436     513
     Consumer Enterprise              351      364     375    1,420   1,644
     Telecommunications                65       69      64      256     268
        Total Revenue                 416      433     439    1,676   1,912

    Pro Forma Gross Profit - $
     Consumer Enterprise              165      172     154      614     680
     Telecommunications                50       51      45      189     193
    Pro Forma Gross Profit - $        215      223     199      803     873

    Pro Forma Gross Profit - %
     Consumer Enterprise             47.0%    47.3%   41.1%    43.2%   41.4%
     Telecommunications              76.9%    73.9%   70.3%    73.8%   72.0%
    Pro Forma Gross Profit - %       51.7%    51.5%   45.3%    47.9%   45.7%

    Operating Expenses Included in Pro
    Forma Results
    Pro forma Selling, general and
     administrative                    54       58      62      227     272
    Research and development          111      119     118      462     496
    Total Pro Forma Operating Income
     (Loss)                            50       46      19      114     105
    Other income (expense) - net        2        4       4        7       8
    Interest expense                    7        6      10       29      43
    Pro Forma provision for income
     taxes                              7        1       7       20      21
    Pro Forma Net Income (Loss)       $38      $43      $6      $72     $49
    Pro Forma Net Income (Loss) per
     share                          $0.21    $0.24   $0.04    $0.41   $0.28
    Weighted average shares
     outstanding--basic (in millions) 182      181     172      178     171
    Weighted average shares
     outstanding--diluted
     (in millions)                    182      193     172      178     171

    Reconciliation of Pro Forma Gross
     Profit-$ to Gross Profit-$
    Pro Forma Gross Profit-$         $215     $223    $199     $803    $873
    Restructuring related charges,
     including increased
     depreciation                      26       38       -      139       7
    Gross Profit-$                   $189     $185    $199     $664    $866

    Reconciliation of Pro Forma Gross
    Profit-% to Gross Profit-%
    Pro Forma Gross Profit-%         51.7%    51.5%   45.3%    47.9%   45.7%
    Restructuring related charges,
     including increased
     depreciation                    (6.3)%   (8.8)%  0.00%    (8.3)%  (0.4)%
    Gross Profit-%                   45.4%    42.7%   45.3%    39.6%   45.3%

    Reconciliation of Pro Forma
    Selling, general & administrative
    to Selling, general & administrative
    Pro Forma Selling, general &
     administrative                   $54      $58     $62     $227    $272
    Expenses related to reverse stock
     split and loss from default on
     guarantee                          -        7       -        7       -
    Selling, general & administrative $54      $65     $62     $234    $272

    Reconciliation of Pro Forma
    Operating Income (Loss) to
    Operating Income (Loss)
    Pro Forma Operating Income
     (Loss)                           $50      $46     $19     $114    $105
    Restructuring related charges,
     including increased depreciation  26       38       -      139       7
    Amortization of acquired intangible
     assets                             1        1       2        6       7
    Purchased in-process research and
     development                        -        -       -       55      13
    Restructuring and other charges -
     net                                5        1     132       24     197
    Expenses related to reverse stock
     split and loss from default on
     guarantee                          -        7       -        7       -
    (Gain) loss on sale of operating
     assets - net                      (1)      (4)     (1)      (9)     (4)
    Operating Income (Loss)           $19       $3   $(114)   $(108)  $(115)

    Reconciliation of Pro Forma
    provision for income taxes to
    (Benefit) provision for income
    taxes
    Pro Forma provision for income
     taxes                             $7       $1      $7      $20     $21
    Reversal of tax contingencies       -      120       -      142      81
    (Benefit) provision for income
     taxes                             $7    $(119)     $7    $(122)   $(60)

    Reconciliation of Pro Forma Net
    Income (Loss) to Net Income (Loss)
    Pro Forma Net Income (Loss)       $38      $43      $6      $72     $49
    Restructuring related charges,
     including increased depreciation  26       38       -      139       7
    Amortization of acquired intangible
     assets                             1        1       2        6       7
    Purchased in-process research and
     development                        -        -       -       55      13
    Restructuring and other charges -
     net                                5        1     132       24     197
    Expenses related to reverse stock
     split and loss from default on
     guarantee                          -        7       -        7       -
    (Gain) loss on sale of operating
     assets - net                      (1)      (4)     (1)      (9)     (4)
    Reversal of tax contingencies       -      120       -      142      81
    Net Income (Loss)                  $7     $120   $(127)     $(8)   $(90)


                                Agere Systems Inc.
                 Unaudited Condensed Consolidated Balance Sheets
                              (Dollars in Millions)


                                                Sep 30            Jun 30
                                                 2005              2005

    ASSETS
    CURRENT ASSETS
         Cash and cash equivalents               $698              $626
         Trade receivables                        251               232
         Inventories                              130               124
         Other current assets                      38                38
              TOTAL CURRENT ASSETS              1,117             1,020
    Property, plant and equipment - net           420               529
    Goodwill                                      196               196
    Acquired intangible assets - net                9                10
    Other assets                                  139               141
              TOTAL ASSETS                     $1,881            $1,896

    LIABILITIES AND STOCKHOLDERS' EQUITY
    CURRENT LIABILITIES
         Accounts payable                        $200              $179
         Short-term debt                            0                 4
         Other current liabilities                288               296
              TOTAL CURRENT LIABILITIES           488               479
    Long-term debt                                372               372
    Other liabilities                             594               503
              TOTAL LIABILITIES                 1,454             1,354

    STOCKHOLDERS' EQUITY                          427               542
    TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY                                    $1,881            $1,896


                                Agere Systems Inc.
                  Unaudited Net Income (Loss) Per Share Guidance


                                                    Quarter Ending
                                                        Dec 31
                                                         2005

    Pro Forma Net Income (Loss)  (High End of Range)     $0.09
    Pro Forma Net Income (Loss)  (Low End of Range)      $0.03

    Less:  Restructuring and other charges - net          0.17
    Stock compensation expenses                           0.05
    Amortization of acquired intangible
     assets                                               0.01
    (Gain) loss on sale of operating assets - net        (0.01)

                                                          0.22

    Net Income (Loss)  (High End of Range)              ($0.13)
    Net Income (Loss)  (Low End of the Range)           ($0.19)

CONTACT: Media: JoAnna Schooler, +1-610-712-1746, cell: +1-908-283-4060,
Email Contact, or Investors: Sujal Shah, +1-610-712-5471,
Email Contact

Web site: http://www.agere.com//