infoTECH News
Pursuant to the requirements of Regulation G, the Company has provided a
reconciliation of each non-GAAP financial measure used in this earnings
release and related conference call or webcast to the most directly
comparable financial measure prepared in accordance with accounting
principles generally accepted in the United States ("GAAP"). The
reconciliation for historic non-GAAP measures is provided herein on a
quantitative basis and for non-GAAP measures that are forward-looking is
provided herein on a qualitative basis.
The non-GAAP measures used in this earnings release and related
conference call differ from GAAP in that they exclude expenses related
to stock-based compensation, amortization of intangible assets, the
effects of special charges such as asset impairments, restructuring
charges and benefits and gain on extinguishment of debt. The Company's
basis for these adjustments is described below. Management uses these
non-GAAP measures for internal reporting and forecasting purposes. The
Company has provided these non-GAAP financial measures in addition to
GAAP financial results because it believes that these non-GAAP financial
measures provide useful information to certain investors and financial
analysts for comparison across accounting periods not influenced by
certain non-cash items that are not used by management when evaluating
the Company's historical and prospective financial performance.
Management uses these non-GAAP financial measures when evaluating the
Company's operating performance and believes that such measures are
useful to investors and financial analysts in assessing the Company's
operating performance due to the following factors:
-
The Company believes that the presentation of non-GAAP measures that
adjust for the impact of stock-based compensation expenses,
amortization of intangible assets, the effects of special charges such
as asset impairments and restructuring charges and benefits and gain
on extinguishment of debt provides investors and financial analysts
with a consistent basis for comparison across accounting periods and,
therefore, are useful to investors and financial analysts in helping
them to better understand the Company's operating results and
underlying operational trends.
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 special charges, asset impairments, employee
separation costs and stock-based compensation related expenses.
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. 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.
About TranSwitch Corporation
TranSwitch Corporation designs, develops and markets innovative
semiconductors that provide core functionality and complete solutions
for voice, data and video communications network equipment. As a leading
supplier to telecom, datacom, cable television and wireless markets,
TranSwitch customers include the major OEMs that serve the worldwide
public network, the Internet, and corporate Wide Area Networks (WANs).
TranSwitch devices are inherently flexible, with many incorporating
embedded programmable microcontrollers to rapidly meet customers' new
requirements or evolving network standards by modifying a function via
software instruction. TranSwitch implements global communications
standards in its VLSI solutions and is committed to providing
high-quality products and services. TranSwitch, Shelton, CT, is an ISO
9001:2000 registered company. For more information, visit www.transwitch.com.
Forward-looking statements in this release, including statements
regarding management's expectations for future financial results and the
markets for TranSwitch's products, are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that these forward-looking statements regarding
TranSwitch, its operations and its financial results ,involve risks and
uncertainties that could cause actual results to differ materially from
those contained in the forward-looking statements, including without
limitation the risks associated with acquiring new businesses; the risk
of downturns in economic conditions generally and in the
telecommunications and data communications markets and the semiconductor
industry specifically; risks in product development and market
acceptance of and demand for TranSwitch's products and products
developed by TranSwitch's customers; risks relating to TranSwitch's
indebtedness; risks of failing to attract and retain key managerial and
technical personnel; risks associated with foreign sales and high
customer concentration; risks associated with competition and
competitive pricing pressures; risks associated with investing in new
businesses; risks of dependence on third-party VLSI fabrication
facilities; risks related to intellectual property rights and
litigation; risks in technology development and commercialization; and
other risks detailed in TranSwitch's filings with the Securities and
Exchange Commission.
TranSwitch expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any such statements to
reflect any change in expectations or any change in events, conditions
or circumstances on which any such statement is based.
TranSwitch is a registered trademark of TranSwitch Corporation.
|
TranSwitch Corporation
|
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
(unaudited)
|
|
(in thousands, except for per share amounts)
|
|
�
|
|
|
�
|
Three Months Ended
|
|
�
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2010
|
�
|
2009
|
|
|
2010
|
�
|
2009
|
|
Net revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product revenues
|
|
$
|
11,881
|
|
|
$
|
13,758
|
|
|
$
|
23,821
|
|
|
$
|
26,585
|
|
|
Service revenues
|
|
�
|
2,196
|
�
|
|
|
777
|
|
|
|
3,062
|
�
|
|
�
|
2,197
|
�
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
Total net revenues
|
|
|
14,077
|
|
|
|
14,535
|
|
|
|
26,883
|
|
|
|
28,782
|
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product revenues
|
|
|
5,331
|
|
|
|
5,566
|
|
|
|
10,559
|
|
|
|
10,746
|
|
|
Provision for excess and obsolete inventories
|
|
|
269
|
|
|
|
87
|
|
|
|
561
|
|
|
|
248
|
|
|
Cost of service revenues
|
|
�
|
1,001
|
�
|
|
|
330
|
|
|
|
1,529
|
�
|
|
�
|
926
|
�
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
Total cost of revenues
|
|
�
|
6,601
|
�
|
|
|
5,983
|
|
|
|
12,649
|
�
|
|
�
|
11,920
|
�
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
Gross profit
|
|
|
7,476
|
|
|
|
8,552
|
|
|
|
14,234
|
|
|
|
16,862
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
3,636
|
|
|
|
4,292
|
|
|
|
7,708
|
|
|
|
9,935
|
|
|
Marketing and sales
|
|
|
1,914
|
|
|
|
2,723
|
|
|
|
3,732
|
|
|
|
5,541
|
|
|
General and administrative
|
|
|
2,013
|
|
|
|
1,885
|
|
|
|
3,830
|
|
|
|
4,050
|
|
|
Restructuring (benefit) charge and asset impairments
|
|
�
|
-
|
�
|
|
|
(35
|
)
|
|
|
402
|
�
|
|
�
|
(6,192
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
Total operating expenses
|
|
�
|
7,563
|
�
|
|
|
8,865
|
|
|
|
15,672
|
�
|
|
�
|
13,334
|
�
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
Operating loss (Note 1)
|
|
|
(87
|
)
|
|
|
(313
|
)
|
|
|
(1,438
|
)
|
|
|
3,528
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of investments in non-publicly traded companies
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(31
|
)
|
|
Other income (expense)
|
|
|
848
|
|
|
|
(739
|
)
|
|
|
970
|
|
|
|
(205
|
)
|
|
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
26
|
|
|
|
42
|
|
|
|
37
|
|
|
|
76
|
|
|
Interest expense
|
|
�
|
(205
|
)
|
|
|
(202
|
)
|
|
|
(374
|
)
|
|
�
|
(401
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
Interest expense, net
|
|
�
|
(179
|
)
|
|
|
(160
|
)
|
|
|
(337
|
)
|
|
�
|
(325
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
Total other income (expense), net
|
|
�
|
669
|
�
|
|
|
(899
|
)
|
|
|
633
|
�
|
|
�
|
(561
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
Income (loss) before income taxes
|
|
|
582
|
|
|
|
(1,212
|
)
|
|
|
(805
|
)
|
|
|
2,967
|
|
|
Income tax expense
|
|
�
|
99
|
�
|
|
|
108
|
|
|
|
165
|
�
|
|
�
|
271
|
�
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
Net income (loss)
|
|
$
|
483
|
�
|
|
$
|
(1,320
|
)
|
|
$
|
(970
|
)
|
|
$
|
2,696
|
�
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
Basic net income (loss) per common share:
|
|
$
|
0.02
|
�
|
|
$
|
(0.07
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
0.14
|
�
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
Basic average common shares outstanding
|
|
|
21,510
|
|
|
|
19,903
|
|
|
|
20,926
|
|
|
|
19,888
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
Diluted net income (loss) per common share:
|
|
$
|
0.02
|
�
|
|
$
|
(0.07
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
0.13
|
�
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
Diluted average common shares outstanding
|
|
|
22,326
|
|
|
|
19,903
|
|
|
|
20,926
|
|
|
|
20,121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
Note 1: Stock-based compensation expense included in cost of
revenues and operating expenses is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
$
|
26
|
|
|
$
|
11
|
|
|
$
|
38
|
|
|
$
|
24
|
|
|
Research and development
|
|
|
221
|
|
|
|
190
|
|
|
|
412
|
|
|
|
365
|
|
|
Marketing and sales
|
|
|
100
|
|
|
|
38
|
|
|
|
136
|
|
|
|
81
|
|
|
General and administrative
|
|
�
|
254
|
�
|
|
|
84
|
|
|
|
427
|
�
|
|
�
|
154
|
�
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
Total
|
|
$
|
601
|
|
|
$
|
323
|
|
|
$
|
1,013
|
|
|
$
|
624
|
|
|
TranSwitch Corporation
|
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
(unaudited)
|
|
(in thousands)
|
|
|
�
|
|
�
|
�
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash, cash equivalents, restricted cash and short-term investments
|
|
$
|
8,724
|
|
|
$
|
5,075
|
|
Accounts receivable, net
|
|
|
12,640
|
|
|
|
11,667
|
|
Inventories
|
|
|
2,709
|
|
|
|
4,183
|
|
Prepaid expenses and other current assets
|
|
�
|
2,934
|
�
|
|
�
|
2,299
|
|
|
|
|
|
|
|
|
�
|
|
Total current assets
|
|
|
27,007
|
|
|
|
23,224
|
|
|
|
|
|
|
|
|
�
|
|
Property and equipment, net
|
|
|
965
|
|
|
|
1,268
|
|
Goodwill
|
|
|
14,144
|
|
|
|
14,144
|
|
Other assets
|
|
�
|
10,814
|
�
|
|
�
|
14,320
|
|
|
|
|
|
|
|
|
�
|
|
Total assets
|
|
$
|
52,930
|
�
|
|
$
|
52,956
|
|
|
|
|
|
|
|
|
�
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable, accrued expenses and other current liabilities
|
|
$
|
16,758
|
|
|
$
|
19,151
|
|
Restructuring liabilities, current portion
|
|
|
1,330
|
|
|
|
1,775
|
|
5.45% Convertible Notes, current portion
|
|
�
|
5,004
|
�
|
|
�
|
5,004
|
|
�
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
23,092
|
|
|
|
25,930
|
|
|
|
|
|
|
|
|
�
|
|
Restructuring liabilities
|
|
|
10,278
|
|
|
|
10,593
|
|
5.45% Convertible Notes
|
|
�
|
1,256
|
�
|
|
�
|
3,758
|
|
|
|
|
|
|
|
|
�
|
|
Total liabilities
|
|
�
|
34,626
|
�
|
|
�
|
40,281
|
|
|
|
|
|
|
|
|
�
|
|
Total stockholders' equity
|
|
�
|
18,304
|
�
|
|
�
|
12,675
|
|
|
|
|
|
|
|
|
�
|
|
Total liabilities and stockholders' equity
|
|
$
|
52,930
|
�
|
|
$
|
52,956
|
|
TRANSWITCH CORPORATION
|
|
Supplemental Reconciliation of GAAP Results to Non-GAAP
|
|
(Unaudited)
|
|
(In thousands, except per share data)
|
|
�
|
|
|
�
|
|
Three Months Ended
|
�
|
|
Six Months Ended
|
|
|
|
|
June 30,
|
�
|
|
March 31,
|
�
|
|
June 30,
|
|
|
June 30,
|
�
|
|
June 30,
|
|
|
|
|
2010
|
�
|
�
|
2010
|
�
|
�
|
2009
|
|
|
2010
|
�
|
�
|
2009
|
|
GAAP gross profit
|
|
$
|
7,476
|
|
|
$
|
6,758
|
|
|
$
|
8,552
|
|
|
$
|
14,234
|
|
|
$
|
16,862
|
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventory write-up acquired
|
|
|
-
|
|
|
|
-
|
|
|
|
42
|
|
|
|
-
|
|
|
|
269
|
|
|
Stock-based compensation
|
|
|
26
|
�
|
|
|
12
|
�
|
|
|
11
|
�
|
|
|
38
|
�
|
|
|
24
|
�
|
|
Non-GAAP gross profit
|
|
$
|
7,502
|
�
|
|
$
|
6,770
|
�
|
|
$
|
8,605
|
�
|
|
$
|
14,272
|
�
|
|
$
|
17,155
|
�
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
GAAP gross margin
|
|
|
53.1
|
%
|
|
|
52.8
|
%
|
|
|
58.8
|
%
|
|
|
52.9
|
%
|
|
|
58.6
|
%
|
|
Inventory write-up acquired
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
|
|
0.3
|
%
|
|
|
0.0
|
%
|
|
|
0.9
|
%
|
|
Stock-based compensation
|
|
|
0.2
|
%
|
|
|
0.1
|
%
|
|
|
0.1
|
%
|
|
|
0.1
|
%
|
|
|
0.1
|
%
|
|
Non-GAAP gross margin
|
|
|
53.3
|
%
|
|
|
52.9
|
%
|
|
|
59.2
|
%
|
|
|
53.1
|
%
|
|
|
59.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
GAAP research and development expenses
|
|
$
|
3,636
|
|
|
$
|
4,072
|
|
|
$
|
4,292
|
|
|
$
|
7,708
|
|
|
$
|
9,935
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of purchase accounting intangibles
|
|
|
113
|
|
|
|
114
|
|
|
|
113
|
|
|
|
227
|
|
|
|
232
|
|
|
Stock-based compensation
|
|
|
221
|
�
|
|
|
191
|
�
|
|
|
190
|
�
|
|
|
412
|
�
|
|
|
365
|
�
|
|
Non-GAAP research and development expenses
|
|
$
|
3,302
|
�
|
|
$
|
3,767
|
�
|
|
$
|
3,989
|
�
|
|
$
|
7,069
|
�
|
|
$
|
9,338
|
�
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
GAAP selling, general, and administrative expenses
|
|
$
|
3,927
|
|
|
$
|
3,635
|
|
|
$
|
4,608
|
|
|
$
|
7,562
|
|
|
$
|
9,591
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of purchase accounting intangibles
|
|
|
283
|
|
|
|
283
|
|
|
|
340
|
|
|
|
566
|
|
|
|
590
|
|
|
Stock-based compensation
|
|
|
354
|
�
|
|
|
209
|
�
|
|
|
122
|
�
|
|
|
563
|
�
|
|
|
235
|
�
|
|
Non-GAAP selling, general, and administrative expenses
|
|
$
|
3,290
|
�
|
|
$
|
3,143
|
�
|
|
$
|
4,146
|
�
|
|
$
|
6,433
|
�
|
|
$
|
8,766
|
�
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
GAAP operating expenses
|
|
$
|
7,563
|
|
|
$
|
8,109
|
|
|
$
|
8,865
|
|
|
$
|
15,672
|
|
|
$
|
13,334
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of purchase accounting intangibles
|
|
|
396
|
|
|
|
397
|
|
|
|
453
|
|
|
|
793
|
|
|
|
822
|
|
|
Stock-based compensation
|
|
|
575
|
|
|
|
400
|
|
|
|
312
|
|
|
|
975
|
|
|
|
600
|
|
|
Restructuring (benefits) charges
|
|
|
-
|
�
|
|
|
402
|
�
|
|
|
(35
|
)
|
|
|
402
|
�
|
|
|
(6,192
|
)
|
|
Non-GAAP operating expenses
|
|
$
|
6,592
|
�
|
|
$
|
6,910
|
�
|
|
$
|
8,135
|
�
|
|
$
|
13,502
|
�
|
|
$
|
18,104
|
�
|
|
Non-GAAP operating income (loss)
|
|
$
|
910
|
�
|
|
$
|
(140
|
)
|
|
$
|
470
|
�
|
|
$
|
770
|
�
|
|
$
|
(949
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
GAAP net income (loss)
|
|
$
|
483
|
|
|
$
|
(1,453
|
)
|
|
$
|
(1,320
|
)
|
|
$
|
(970
|
)
|
|
$
|
2,696
|
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of purchase accounting intangibles
|
|
|
396
|
|
|
|
397
|
|
|
|
453
|
|
|
|
793
|
|
|
|
822
|
|
|
Stock-based compensation
|
|
|
601
|
|
|
|
412
|
|
|
|
323
|
|
|
|
1,013
|
|
|
|
624
|
|
|
Inventory write-up acquired
|
|
|
-
|
|
|
|
-
|
|
|
|
42
|
|
|
|
-
|
|
|
|
269
|
|
|
Restructuring charges (benefits)
|
|
|
-
|
�
|
|
|
402
|
�
|
|
|
(35
|
)
|
|
|
402
|
�
|
|
|
(6,192
|
)
|
|
Non-GAAP net income (loss)
|
|
$
|
1,480
|
�
|
|
$
|
(242
|
)
|
|
$
|
(537
|
)
|
|
$
|
1,238
|
�
|
|
$
|
(1,781
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
�
|
|
Non-GAAP basic net income (loss) per share
|
|
$
|
0.07
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.09
|
)
|
|
Baisc shares used to calculate non-GAAP net income (loss) per share
|
|
21,510
|
|
|
|
20,336
|
|
|
|
19,903
|
|
|
|
20,926
|
|
|
|
19,888
|
|

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