Mindspeed Reports Fiscal Third Quarter 2011 Results

Mindspeed Technologies, Inc. (NASDAQ: MSPD), a leading supplier of semiconductor solutions for network infrastructure applications, today reported results for its fiscal third quarter of 2011, which ended on July 1, 2011.

Fiscal Third Quarter 2011 Financial Highlights:

• Product Revenue: $42.2 million, a sequential increase of 10 percent from the prior fiscal quarter.
• Non-GAAP Gross Margin: 62.3 percent, compared to 63.1 percent in the prior fiscal quarter; GAAP Gross Margin: 62.2 percent, compared to 63.0 percent in the prior fiscal quarter.
• Non-GAAP Operating Margin: 5 percent, compared to 2 percent in the prior fiscal quarter; GAAP Operating Margin: breakeven, compared to (1) percent in the prior fiscal quarter.
• Non-GAAP Diluted Earnings per Share: $0.08, compared to $0.01 in the prior fiscal quarter; GAAP Diluted Earnings per Share /Loss per Share: $0.01, compared to $(0.02) in the prior fiscal quarter.
• Cash and cash equivalents of $43.2 million at the end of the fiscal third quarter of 2011.

Product revenue for the fiscal third quarter of 2011 was $42.2 million, a sequential increase of 10 percent, compared to product revenue of $38.6 million in the prior fiscal quarter. Product revenue for the fiscal third quarter of 2011 decreased year-over-year by 2 percent compared to $43.3 million in the fiscal third quarter of 2010.

Product revenue from communications convergence processing solutions contributed 45 percent of fiscal third quarter of 2011 product revenues and increased 22 percent sequentially from the prior fiscal quarter. Product revenue from high-performance analog products represented 37 percent of fiscal third quarter of 2011 product revenue and increased 4 percent sequentially from the prior fiscal quarter. Wide area networking communications product revenue contributed the remaining 18 percent of fiscal third quarter of 2011 product revenue and decreased 3 percent sequentially from the prior fiscal quarter.

Non-GAAP gross margin for the fiscal third quarter of 2011 was $26.3 million, or 62.3 percent, compared to non-GAAP gross margin of $24.3 million, or 63.1 percent, in the prior fiscal quarter. Presented on a GAAP basis, gross margin for the fiscal third quarter of 2011 was $26.2 million, or 62.2 percent, compared to $24.3 million, or 63.0 percent, in the prior fiscal quarter.

Non-GAAP operating expenses for the fiscal third quarter of 2011 were $24.2 million, a sequential increase of 3 percent, or $0.7 million, compared to non-GAAP operating expenses of $23.5 million in the prior fiscal quarter. GAAP operating expenses for the fiscal third quarter of 2011 were $26.1 million, a sequential increase of 6 percent, or $1.5 million, compared to $24.6 million in the prior fiscal quarter.

Non-GAAP operating income for the fiscal third quarter of 2011 was $2.1 million, compared to non-GAAP operating income of $0.8 million, in the prior fiscal quarter. On a GAAP basis, operating income for the fiscal third quarter of 2011 was $0.1 million, compared to an operating loss of $0.3 million in the prior fiscal quarter.

Non-GAAP net income for the fiscal third quarter of 2011 was $2.5 million, or $0.08 per share, compared to non-GAAP net income of $0.4 million, or $0.01 per share, in the prior fiscal quarter. Presented on a GAAP basis, net income was $0.5 million, or $0.01 per share, compared to a net loss of $0.8 million, or ($0.02) per share, in the prior fiscal quarter. Non-GAAP and GAAP net income for the fiscal third quarter of 2011 were positively impacted by the recognition of a $780,000 tax benefit related to the receipt of a foreign research and development tax credit.

GAAP results include stock-based compensation and related payroll costs, employee separation costs and special charges, among other items. Reconciliations of the non-GAAP measures to GAAP measures are included in the accompanying financial data.

Cash and cash equivalents were $43.2 million at the end of the fiscal third quarter of 2011, a decrease of $1.7 million, compared to $44.9 million at the end of the prior fiscal quarter.

Commentary

"We are pleased with the growth of our business in the fiscal third quarter and the strength in our strategic end-market of fiber optic access. Importantly, we also continue to believe that long-term growth for Mindspeed will be based on our strong design win pipeline for market-leading solutions in key global networking initiatives, such as optical infrastructure and most significantly our expansion into 4G wireless. Our market leadership in 4G wireless is driving customer engagements with a multitude of original equipment manufacturers (OEMs) for a variety of basestation applications targeting key service provider 4G/LTE (Long Term Evolution) rollouts worldwide, most of which are expected to enter field trials in calendar 2012,” said Raouf Y. Halim, Mindspeed’s chief executive officer.

Outlook

Mindspeed expects fiscal fourth quarter of 2011 total net revenue to grow between 0 and 4 percent sequentially or to be within a range of $42.2 million to $43.9 million. The company expects fiscal fourth quarter of 2011 non-GAAP gross margin to be within a range of 61.0 to 62.0 percent. The company also expects non-GAAP operating expenses to be approximately $24.5 million in the fiscal fourth quarter of 2011.

Fiscal Third Quarter 2011 Conference Call

Mindspeed will conduct a conference call announcing its third quarter fiscal 2011 results on Monday, July 25, 2011, at 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time. To listen to the conference call via telephone, call 888-324-8124 (domestic) or 312-470-7420 (international); password: Mindspeed. To listen via the Internet, please visit the Investors section of Mindspeed's web site at www.mindspeed.com. Replay of the conference call will be available via telephone for a period of 30 days beginning one hour after the conference call concludes by calling 800-513-1175 (domestic) or 402-344-6835 (international). Replay will also be available in the Investors section of Mindspeed's web site at www.mindspeed.com during such 30 day period.

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 above 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 stock-based compensation and related payroll costs, costs related to our employee option exchange program, the effects of special charges such as asset impairments and 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 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 from non-GAAP measures because we believe that excluding these costs can enhance the understanding of our performance. We exclude asset impairments from non-GAAP measures because we believe it provides a helpful perspective on our operating performance. We exclude special charges, employee separation costs, legal settlement costs, costs related to our employee option exchange program and non-cash interest expense on our convertible senior notes because they include restructuring charges, asset impairments or other significant discrete items that may not be indicative of our ongoing operations 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 special charges, asset impairments, 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 stock-based compensation and related payroll costs, asset impairments, our employee option exchange program, employee separation costs, legal settlement costs, special charges 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.

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.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include statements regarding the company's expectations, goals or intentions, including, but not limited to, the company's long-term growth prospects; the current design win pipeline and our ability to benefit from it; and expected levels of total net revenue, non-GAAP gross margin and non-GAAP operating expenses. These forward-looking statements are based on management's current expectations, estimates, forecasts and projections about the company and are subject to risks and uncertainties that could cause actual results and events to differ materially from those stated in the forward-looking statements. These risks and uncertainties include, but are not limited to: fluctuations in our operating results and future operating losses; constraints in the supply of wafers and other product components from our third-party manufacturers; worldwide political and economic uncertainties and specific conditions in the markets we address; fluctuations in the price of our common stock; loss of or diminished demand from one or more key customers or distributors; successful development and introduction of new products; cash requirements and terms and availability of financing; our ability to attract and retain qualified personnel; doing business internationally and our ability to successfully and cost effectively establish and manage operations in foreign jurisdictions; the expense of and our ability to defend our intellectual property against infringement claims by others; pricing pressures and other competitive factors; lengthy sales cycles; order and shipment uncertainty; our ability to obtain design wins and develop revenues from them; product defects and bugs; business acquisitions and investments; and our ability to utilize our net operating loss carryforwards and certain other tax attributes. Risks and uncertainties that could cause the company's actual results to differ from those set forth in any forward-looking statement are discussed in more detail under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the company’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2011, as well as similar disclosures in the company's subsequent SEC filings. Forward-looking statements contained in this press release are made only as of the date hereof, and the company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.