UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

Form 10-Q

x

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~March 31, ~~2011~~2012

o

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-31614

______________________________________

VITESSE SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)

~~Delaware~~			~~77-0138960~~

Delaware	77-0138960
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

741 Calle Plano

Camarillo, California 93012

(Address of principal executive offices)(zip code)

Registrant’s telephone number, including area code: (805) 388-3700

______________________________________

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of ~~February 3,~~May 4, 2012, there were ~~25,187,569~~25,292,377 shares of the registrant’s $0.01 par value common stock outstanding.

Table of Contents

VITESSE SEMICONDUCTOR CORPORATION

~~(UNAUDITED)~~

UNAUDITED QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE AND SIX MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2011~~2012

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Unaudited Consolidated Balance Sheets as of ~~December~~March 31, ~~2011~~2012 and September 30, 2011	3
	Unaudited Consolidated Statements of Operations for the Three and Six Months Ended ~~December~~March 31, ~~2011~~2012 and ~~2010~~2011	4
	Unaudited Consolidated Statements of Stockholders' Deficit for the ~~Three~~Six Months Ended ~~December~~March 31, ~~2011~~2012	5
	Unaudited Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~December~~March 31, ~~2011~~2012 and ~~2010~~2011	6
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19 18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29 31
Item 4.	Controls and Procedures	29 31

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	30 32
Item 1A.	Risk Factors	30 32
Item 6.	Exhibits	30 32

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

VITESSE SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED BALANCE SHEETS

December 31,

September 30,

2011

2011

(in thousands)

ASSETS

Current assets:

Cash

$
17,049

$
17,318

Accounts receivable, net

10,399

9,591

Inventory

18,133

20,857

Restricted cash

405

404

Prepaid expenses and other current assets

2,285

2,039

Total current assets

48,271

50,209

Property, plant and equipment, net

5,388

5,934

Other intangible assets, net

2,230

1,781

Other assets

2,954

3,070

$
58,843

$
60,994

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

Accounts payable

$
7,321

$
5,198

Accrued expenses and other current liabilities

13,590

14,463

Deferred revenue

3,362

3,878

Current portion of debt and capital leases

11

11

Total current liabilities

24,284

23,550

Other long-term liabilities

1,759

1,927

Long-term debt, net

15,538

15,444

Compound embedded derivative

4,498

7,796

Convertible subordinated debt, net of discount

41,178

40,736

Total liabilities

87,257

89,453

Commitments and contingencies, See note 10

Stockholders' deficit:

Preferred stock, $0.01 par value. 10,000,000 shares authorized; Series B Non Cumulative, Convertible, 134,720 shares outstanding at December 31, 2011 and September 30, 2011

1

1

Common stock, $0.01 par value. 250,000,000 shares authorized; 24,621,616 and 24,470,280 shares outstanding at December 31, 2011 and September 30, 2011, respectively

246

245

Additional paid-in-capital

1,825,321

1,824,433

Accumulated deficit

(1,853,982
)
(1,853,138
)
Total stockholders' deficit

(28,414
)
(28,459
)

$
58,843

$
60,994



	March 31, 2012			September 30, 2011
	(in thousands)
ASSETS
Current assets:
Cash	$	19,212		$	17,318
Accounts receivable, net	10,333			9,591
Inventory	16,898			20,857
Restricted cash	391			404
Prepaid expenses and other current assets	2,133			2,039
Total current assets	48,967			50,209
Property, plant and equipment, net	4,890			5,934
Other intangible assets, net	1,621			1,781
Other assets	2,859			3,070
	$	58,337		$	60,994

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	5,958		$	5,198
Accrued expenses and other current liabilities	13,521			14,463
Deferred revenue	3,197			3,878
Current portion of capital leases	11			11
Total current liabilities	22,687			23,550
Other long-term liabilities	1,660			1,927
Long-term debt, net	15,637			15,444
Compound embedded derivative	9,778			7,796
Convertible subordinated debt, net of discount	41,616			40,736
Total liabilities	91,378			89,453
Commitments and contingencies, See note 10
Stockholders' deficit:
Preferred stock, $0.01 par value. 10,000,000 shares authorized; Series B Non Cumulative, Convertible, 134,720 shares outstanding at March 31, 2012 and September 30, 2011	1			1
Common stock, $0.01 par value. 250,000,000 shares authorized; 25,291,058 and 24,470,280 shares outstanding at March 31, 2012 and September 30, 2011, respectively	253			245
Additional paid-in-capital	1,826,884			1,824,433
Accumulated deficit	(1,860,179		)	(1,853,138		)
Total stockholders' deficit	(33,041		)	(28,459		)
	$	58,337		$	60,994

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

VITESSE SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended December 31,

2011

2010

(in thousands, except per share data)

Net revenues:

Product revenues

$
28,942

$
37,596

Intellectual property revenues

1,049

151

Net revenues

29,991

37,747

Costs and expenses:

Cost of revenues

12,163

14,349

Engineering, research and development

12,425

14,182

Selling, general and administrative

7,424

10,459

Restructuring and impairment charges

28

264

Amortization of intangible assets

67

165

Costs and expenses

32,107

39,419

Loss from operations

(2,116
)
(1,672
)
Other (income) expense:

Interest expense, net

1,948

2,518

(Gain) loss on compound embedded derivative

(3,298
)
3,484

Other expense (income), net

12

(16
)
Other (income) expense, net

(1,338
)
5,986

Loss before income tax expense

(778
)
(7,658
)
Income tax expense

66

74

Net loss

(844
)
(7,732
)

Net loss per common share - basic and diluted

$
(0.03
)
$
(0.32
)

Weighted average common shares outstanding - basic and diluted

24,512

24,050



	Three Months Ended March 31,						Six Months Ended March 31,
	2012			2011			2012			2011
	(in thousands, except per share data)
Net revenues:
Product revenues	$	27,195		$	34,403		$	56,137		$	71,999
Intellectual property revenues	2,542			2,489			3,591			2,640
Net revenues	29,737			36,892			59,728			74,639
Costs and expenses:
Cost of product revenues	10,595			12,995			22,758			27,343
Engineering, research and development	9,580			14,898			22,005			29,080
Selling, general and administrative	8,379			9,978			15,803			20,436
Restructuring and impairment charges	4			78			32			342
Amortization of intangible assets	79			61			146			226
Costs and expenses	28,637			38,010			60,744			77,427
Income (loss) from operations	1,100			(1,118		)	(1,016		)	(2,788		)
Other expense (income):
Interest expense, net	1,924			2,039			3,873			4,558
Loss on compound embedded derivative	5,280			1,976			1,982			5,460
Loss on extinguishment of debt	—			3,874			—			3,874
Other expense (income), net	29			(41		)	41			(56		)
Other expense, net	7,233			7,848			5,896			13,836
Loss before income tax expense	(6,133		)	(8,966		)	(6,912		)	(16,624		)
Income tax expense	63			75			129			149
Net loss	$	(6,196	)	$	(9,041	)	$	(7,041	)	$	(16,773	)

Net loss per common share - basic and diluted	$	(0.25	)	$	(0.37	)	$	(0.28	)	$	(0.69	)

Weighted average common shares outstanding - basic and diluted	25,043			24,303			24,776			24,175

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

VITESSE SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

Preferred Stock

Common Stock

Additional
Paid-in-

Accumulated

Total
Stockholders'

(in thousands, except share data)

Shares

Amount

Shares

Amount

Capital

Deficit

Deficit

Balance at September 30, 2011

134,720

$
1

24,470,280

$
245

$
1,824,433

$
(1,853,138
)
$
(28,459
)

Net loss

—

—

—

—

—

(844
)
(844
)
Compensation expense related to stock options, awards and ESPP

—

—

—

—

1,063

—

1,063

Release of restricted stock units

—

—

220,062

2

(2
)
—

—

Repurchase and retirement of restricted stock units for payroll taxes

—

—

(68,726
)
(1
)
(173
)
—

(174
)
Balance at December 31, 2011

134,720

$
1

24,621,616

$
246

$
1,825,321

$
(1,853,982
)
$
(28,414
)



	Preferred Stock			Common Stock					Additional Paid-in-Capital			Accumulated Deficit			Total Stockholders' Deficit
(in thousands, except share data)	Shares	Amount		Shares		Amount
Balance at September 30, 2011	134,720	$	1	24,470,280		$	245		$	1,824,433		$	(1,853,138	)	$	(28,459	)
Net loss	—	—		—		—			—			(7,041		)	(7,041		)
Compensation expense related to stock options, awards and ESPP	—	—		—		—			2,209			—			2,209
Issuance of common stock upon exercise of stock options	—	—		2,922		—			8			—			8
Issuance of shares under ESPP	—	—		334,646		3			865			—			868
Release of restricted stock units	—	—		685,479		7			(7		)	—			—
Repurchase and retirement of restricted stock units for payroll taxes	—	—		(202,269	)	(2		)	(624		)	—			(626		)
Balance at March 31, 2012	134,720	$	1	25,291,058		$	253		$	1,826,884		$	(1,860,179	)	$	(33,041	)

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

VITESSE SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended
December 31,

2011

2010

(in thousands)

Cash flows provided by (used in) operating activities:

Net loss

$
(844
)
$
(7,732
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

751

969

Stock-based compensation

1,063

684

Change in fair value of compound embedded derivative liability

(3,298
)
3,484

Loss on asset impairment

4

—

Gain on disposal of fixed assets

(9
)
—

Interest paid in kind

—

336

Amortization of debt issuance costs

68

254

Amortization of debt discounts

579

424

Accretion of debt premiums

(38
)
—

Change in operating assets and liabilities:

Accounts receivable

(808
)
2,093

Inventory

2,724

234

Restricted cash

(1
)
(3,007
)
Prepaids and other assets

(200
)
950

Accounts payable

2,123

(4,751
)
Accrued expenses and other liabilities

(1,045
)
(1,806
)
Deferred revenue

(516
)
(241
)
Net cash provided by (used in) operating activities

553

(8,109
)

Cash flows used in investing activities:

Capital expenditures

(645
)
(1,114
)

Net cash used in investing activities

(645
)
(1,114
)

Cash flows used in financing activities:

Repurchase and retirement of restricted stock units for payroll taxes

(174
)
—

Capital lease obligations

(3
)
(2
)

Net cash used in financing activities

(177
)
(2
)

Net decrease in cash

(269
)
(9,225
)
Cash at beginning of period

17,318

38,127

Cash at end of period

$
17,049

$
28,902

Supplemental disclosure of non cash transactions:

Cash paid during the year for:

Interest

$
2,270

$
2,422

Income taxes

172

316

Non cash investing and financing activites:

Common stock issued in exchange for Series B Preferred Stock

—

3

Common stock issued for restricted stock units

1

—



	Six Months Ended March 31,
	2012			2011
	(in thousands)
Cash flows provided by (used in) operating activities:
Net loss	$	(7,041	)	$	(16,773	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	1,492			1,856
Stock-based compensation	2,209			1,608
Change in fair value of compound embedded derivative liability	1,982			5,460
Loss (gain) on disposal of assets	659			(42		)
Loss on extinguishment of debt, net	—			3,874
Interest paid in kind	—			415
Amortization of debt issuance costs	136			210
Amortization of debt discounts	1,156			917
Accretion of debt premiums	(77		)	(30		)
Change in operating assets and liabilities:
Accounts receivable	(742		)	393
Inventory	3,959			1,366
Prepaids and other assets	3			1,063
Accounts payable	760			(2,124		)
Accrued expenses and other liabilities	(351		)	(3,342		)
Deferred revenue	(681		)	(3,559		)
Net cash provided by (used in) operating activities	3,464			(8,708		)

Cash flows used in investing activities:
Capital expenditures	(258		)	(1,674		)
Payments under licensed intangibles	(688		)	(814		)
Net cash used in investing activities	(946		)	(2,488		)

Cash flows used in financing activities:
Proceeds from the exercise of stock options	8			—
Payment of senior debt	—			(8,000		)
Debt issuance costs	—			(60		)
Prepayment fee on senior debt	—			(80		)
Repurchase and retirement of restricted stock units for payroll taxes	(626		)	(554		)
Capital lease obligations	(6		)	(4		)
Net cash used in financing activities	(624		)	(8,698		)

Net increase (decrease) in cash	1,894			(19,894		)
Cash at beginning of period	17,318			38,127
Cash at end of period	$	19,212		$	18,233

Supplemental disclosure of non cash transactions:
Cash paid during the year for:
Interest	$	2,660		$	3,056
Income taxes	264			336
Non cash investing and financing activities:
Common stock issued under ESPP	868			—
Common stock issued in exchange for Series B Preferred Stock	—			3
Residual value allocated to the equity conversion feature	—			2,490
Premium related to Term B Loan issued in debt exchange	—			2,572

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

VITESSE SEMICONDUCTOR CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended March 31, 2012

~~December 31, 2011~~

NOTE 1—THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Vitesse Semiconductor Corporation (“Vitesse,” the “Company,” “us” or “we”) is a leading supplier of high-performance integrated circuits (“ICs”) that are utilized primarily by manufacturers of networking systems for Carrier and Enterprise networking applications. Vitesse designs, develops and markets a diverse portfolio of high-performance, low-power and cost-competitive semiconductor products for these applications.

Vitesse was incorporated in the state of Delaware in 1987. Our headquarters are located at 741 Calle Plano, Camarillo, California, and our phone number is (805) 388-3700. Our stock trades on the NASDAQ Global Market under the ticker symbol VTSS.

Fiscal Year

Our fiscal year is October 1 through September 30.

Basis of Presentation

The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 10 of SEC Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended September 30, 2011, included in our Annual Report on Form 10-K filed with the SEC on December 6, 2011.

The consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly our consolidated financial position at ~~December~~March 31, ~~2011~~2012 and September 30, 2011, the consolidated results of our operations for the three and six months ended March 31, 2012 and 2011, the consolidated cash flows for the ~~three~~six months ended ~~December~~March 31, ~~2011~~2012 and ~~2010,~~2011, and the changes in our stockholders’ deficit for the ~~three~~six months ended ~~December~~March 31, ~~2011.~~2012. The results of operations for the three and six months ended ~~December~~March 31, ~~2011~~2012 are not necessarily indicative of the results to be expected for future quarters or the full year.

Reclassifications

~~Reclassifications~~

Certain reclassifications have been made to prior year amounts and related footnotes to conform to current-year presentation with no changes to stockholders’ deficit amounts for the six months ended March 31, 2011or net loss for the three and six months ended ~~December~~March 31, ~~2011.~~

2011.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes to the unaudited consolidated financial statements. Management regularly evaluates estimates and assumptions related to revenue recognition, allowances for doubtful accounts, warranty reserves, inventory reserves, stock-based compensation, derivative valuation, purchased intangible asset valuations and useful lives, and deferred income tax asset valuation allowances. These estimates and assumptions are based on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The actual results we experience may differ materially and adversely from our original estimates. To the extent there are material differences between the estimates and the actual results, our future results of operations will be affected.

Table of Contents

Revenue Recognition

Product revenues

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition, we recognize product revenue when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price to the customer is fixed or determinable, and (iv) collection of the sales price is reasonably assured. Delivery occurs when goods are shipped and title and risk of loss transfer to the customer, in accordance with the terms specified in the arrangement with the customer. Revenue recognition is deferred in all instances where the earnings process is incomplete. We recognize revenue on goods shipped directly to customers, based on when shipping terms result in title transfer, as that is when title passes to the customer and all revenue recognition criteria specified above are met.

A portion of our product sales is made through distributors under agreements allowing for pricing credits and/or right of return. Our past history with these pricing credits and/or right of return provisions prevent us from being able to reasonably estimate the final price of our inventory to be sold and the amount of inventory that could be returned pursuant to these agreements. As a result, the fixed and determinable revenue recognition criterion has not been met at the time we deliver products allowing for pricing credits or right of returns. Accordingly, product revenue from sales made through these distributors is not recognized until the distributors ship the product to their customers. We also maintain inventory, or hub, arrangements with certain ~~of our~~ customers. Pursuant to these arrangements, we deliver products to a customer or a designated ~~third party~~third-party warehouse based upon the customer’s projected needs, but do not recognize revenue unless and until the customer reports that it has removed our product from the warehouse and taken title and risk of loss.

From ~~time to time,~~time-to-time, we may ship goods to our distributors with no pricing credits and/or no or limited right of return. Under these circumstances, at the time of shipment, product prices are fixed or determinable and the amount of future returns and pricing allowances to be granted in the future can be reasonably estimated and are accrued. Accordingly, revenues are recorded net of these estimated amounts.

Intellectual property revenues

We derive intellectual property (“IP”) revenues from the license of our IP, maintenance and support, and royalty revenue following the sale by our licensees of products incorporating the licensed technology. We enter into IP licensing agreements that generally provide licensees the right to incorporate our IP components in their products with terms and conditions that vary by licensee. Our IP licensing agreements may include multiple elements with an IP license bundled with support services. For such multiple element IP licensing arrangements, we follow the guidance in ~~FASB Accounting Standards Update (“ASU”) No. 2009-13,~~ ~~Revenue Recognition~~ASC Topic 605-025 , Multiple-Element Arrangements, to determine whether there is more than one unit of accounting.

We recognize revenue from the sale of patents when there is persuasive evidence of an arrangement, fees are fixed or determinable, delivery has occurred, and collectability is reasonably assured. All of the requirements are generally fulfilled upon execution of the patent sale arrangement.

License and contract revenues are recorded upon delivery of the technology when there is persuasive evidence of an arrangement, fees are fixed or determinable, delivery has occurred, and collectability is reasonably assured. Other than maintenance and support, there is no continuing obligation under these arrangements after delivery of the IP. Deferred revenue is created when we bill a customer in accordance with a contract prior to having met the requirements for revenue recognition.

Certain of our agreements may contain support obligations. Under such agreements we provide unspecified, when and if, bug fixes and technical support. No other upgrades, products, or post-contract support are provided. These arrangements may be renewable annually by the customer. Support revenue is recognized ratably over the period during which the obligation exists, typically 12 months or less.

We recognize royalty revenue in the period in which the licensee reports shipment of products incorporating our IP components. Royalties are calculated on a per unit basis, as specified in our agreement with the licensee. We may, at our discretion and in accordance with our agreements, engage a third-party to perform royalty audits of our licensees. Any correction of royalties previously reported would occur when the results are resolved.

8

Table of Contents

Multiple ~~Element Transactions~~

element transactions

For multiple-element arrangements, we allocate revenue to all deliverables based on their relative selling prices. In such circumstances, we use a hierarchy to determine the selling price to be used for allocating revenues to deliverables: (i) vendor-specific objective evidence of fair value (VSOE); (ii) third-party evidence of selling price (TPE),; and (iii) best estimate of the selling price (ESP). VSOE generally exists only when we sell the deliverable separately and revenue is the price actually charged by us for that deliverable. Generally, we are not able to determine TPE because our licensing arrangements differ from that of our peers. We have concluded that no VSOE or TPE exists because it is rare that either we or our competitors sell the deliverables on a stand-alone basis. ESPs reflect our best estimate of what the selling prices of the elements would be if they were sold regularly on a stand-alone basis. While changes in the allocation of the estimated sales price between the units of accounting will not affect the amount of total revenue recognized for a particular sales arrangement, any material changes in these allocations could impact the timing of revenue recognition, which could affect our results of operations.

~~Table of Contents~~

In determining ESPs, we apply significant judgment as we weigh a variety of factors, based on the facts and circumstances of the arrangement. The facts and circumstances we may consider include, but are not limited to, prices charged for similar offerings, if any, our historical pricing practices as well as the nature and complexity of different technologies being licensed, geographies and the number of uses allowed for a given license.

Fair Value

ASC Topic 820, Fair Value Measurements, establishes a framework for measuring fair value and requires disclosures about fair value measurement. ASC 820 emphasizes that a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 established the following fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs):

Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets;

Level 2: Other inputs observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborate inputs; and

Level 3: Unobservable inputs for which there is little or no market data and which requires the owner of the assets or liabilities to develop its own assumptions about how market participants would price these assets or liabilities. We only have one Level 3 recurring fair value measurement, the compound embedded derivative.

Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy.

Financial Instruments

ASC Topic 825, Financial Instruments, defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. Our financial instruments include cash, accounts receivable, accounts payable, and accrued expenses. These financial instruments are stated at their carrying values, which are estimates of their fair values because of their nearness to cash settlement or the comparability of their terms to the terms we could obtain, for similar instruments, in the current market. Our debt instruments are included in ~~current portion of debt,~~ long-term debt, net, and convertible subordinated debt, net of discount on our unaudited consolidated balance sheets and are presented as described below:

Senior Term A Loan

At its inception, the fair value of the Term A Loan was computed using a cash flow analysis in which the periodic cash coupon payments and the principal payment at maturity were discounted to the valuation date using an appropriate market discount rate. The discount rate was determined by analyzing the seniority and securitization of the instrument, our financial condition, and observing the quoted bond yields in the fixed income market as of the valuation date.

9

Table of Contents

Senior Term B Loan

At its inception, the fair value of the Term B Loan was computed using a binomial lattice model. The valuation was determined using Level 3 inputs. The valuation model combined expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, recent price quotes and trading information of our common stock into which the Term B ~~loan~~Loan is convertible.

~~Table of Contents~~

Convertible ~~Subordinated Debt~~

subordinated debt

We estimate the fair values of the convertible subordinated debt and compound embedded derivative (“2014 Debentures”) using a convertible bond valuation model within a lattice framework determined using Level 3 inputs. The valuation model combines expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, recent price quotes, and trading information of our common stock into which the 2014 Debentures are convertible. As the conversion price is not being indexed to our common stock, the compound embedded derivative is bifurcated and presented on the balance sheet at fair value and the compound embedded derivative is marked to market. The change in the fair value of the compound embedded derivative is a non-cash item primarily related to the change in price of the underlying common stock and is reflected in earnings. At our option, we can settle the compound embedded derivative in either cash or common stock. As we intend to, and have the ability to, satisfy the obligations with equity securities, in accordance with ASC Topic 470, Debt, we have classified the liability as a long-term liability on our consolidated balance sheets as of ~~December~~March 31, ~~2011~~2012 and September 30, ~~2011.~~2011

The valuation methodologies we use as described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Intangible and Long-Lived Assets

Our intangible assets consist primarily of existing technologies, IP, and ~~related~~ costs for our Enterprise Resource Planning (“ERP”) system. We account for intangible assets in accordance with ASC Topic 350, Goodwill and Others. We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. The carrying value of an asset or asset group is not recoverable if the amounts of undiscounted future cash flows the assets are expected to generate (including any net proceeds expected from the disposal of the asset) are less than its carrying value. When we identify that impairment has occurred, we reduce the carrying value of the asset to its comparable market value (if available and appropriate) or to its estimated fair value based on a discounted cash flow approach. Currently, we do not have goodwill or indefinite-lived intangible assets.

Allowance for Doubtful Accounts

We evaluate the collectability of accounts receivable at each balance sheet date using a combination of factors, such as historical experience, credit quality, age of the accounts receivable balances, and economic conditions that may affect a customer’s ability to pay. We include any accounts receivable balances that are determined to be uncollectible in the overall allowance for doubtful accounts using the specific identification method. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Our allowance for doubtful accounts is ~~$2.2~~$2.0 million and $2.2 million as of ~~December~~March 31, ~~2011~~2012 and September 30, ~~2011.~~

2011, respectively.

Recent Accounting Pronouncements

~~In December 2011, the FASB issued ASU 2011-12,~~ Comprehensive Income (Topic 220), Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 ~~(“ASU 2011-12”). This ASU supersedes certain pending paragraphs in ASU 2011-05,~~ ~~Comprehensive Income (Topic 220): Presentation of Comprehensive Income~~, to effectively defer only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. This ASU will temporarily allow the Board time to re-deliberate the presentation requirements for reclassifications out of accumulated other comprehensive income for annual and interim financial statements. We do not anticipate the adoption of ASU 2011-12 will have an impact on our consolidated financial statements.

~~Other recent~~

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants or the SEC did not, or are not believed by management to, have a material impact on our present or future consolidated financial statements.

Table of Contents

NOTE 2—COMPUTATION OF NET LOSS PER SHARE

In accordance with ASC Topic 260, Earnings per Share, basic net income and loss per share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period.

For periods in which we report net income, the weighted average number of shares used to calculate diluted income per share is inclusive of common stock equivalents from unexercised stock options, restricted stock units, and shares to be issued under our Employee Stock Purchase Plan (“ESPP”), warrants, convertible preferred stock, and convertible debentures. Unexercised stock options, restricted stock units, ESPP shares, and warrants are considered to be common stock equivalents if, using the treasury stock method, they are determined to be dilutive. The dilutive effect of the convertible preferred stock and convertible notes is determined using the if-converted method, which assumes any proceeds that could be obtained upon the exercise of stock options, warrants and ESPP shares would be used to purchase common shares at the average market price for the period.

The potential common shares excluded from the diluted computation are as follows:

Three Months Ended
December 31,

2011

2010

(in thousands)

Outstanding stock options

1,885

1,951

Outstanding restricted stock units

2,162

1,730

Outstanding warrants

—

8

Convertible preferred stock

674

674

2014 Convertible debentures

10,332

10,332

Term B loan convertible note

1,887

—

ESPP Shares

297

—

Total potential common stock excluded from calculation

17,237

14,695

Three and Six Months Ended March 31,
2012 2011
(in thousands)
Outstanding stock options 1,847
1,906
Outstanding restricted stock units 1,743
1,456
Outstanding warrants —
8
Convertible preferred stock 674
674
2014 Convertible debentures 10,332
10,332
Term B Loan convertible note 1,887
1,887
ESPP shares 327
—
Total potential common stock excluded from calculation 16,810
16,263

NOTE 3—~~DETAILS OF CERTAIN FINANCIAL STATEMENT COMPONENTS~~

INVENTORY

The following table provides details of inventory as of ~~December~~March 31, ~~2011~~2012 and September ~~31, 2010:~~

December 31,

September 30,

2011

2011

(in thousands)

Inventory:

Raw materials

$
2,009

$
883

Work-in-process

8,184

9,247

Finished goods

7,940

10,727

Total

$
18,133

$
20,857

30, 201111:



	March 31, 2012		September 30, 2011
	(in thousands)
Inventory:
Raw materials	$	1,387	$	883
Work-in-process	8,016		9,247
Finished goods	7,495		10,727
Total	$	16,898	$	20,857

~~Table of Contents~~

NOTE 4—DEBT

December 31,

September 30,

2011

2011

(in thousands)

Term A Loan, 10.50% fixed-rate notes, due February 2014

$

8,208

$

8,247

Term B Loan-convertible, 8.0% fixed-rate notes, due October 2014

7,313

7,177

Capital leases, non-current portion

17

20

Total long-term debt, net

15,538

15,444

2014 Convertible subordinated debentures, 8.0% fixed-rate notes, due October 2014

41,178

40,736

Total debt, net

$

56,716

$

56,180



	March 31, 2012		September 30, 2011
	(in thousands)
Term A Loan, 10.5% fixed-rate notes, due February 2014	$	8,170	$	8,247
Term B Loan-convertible, 8.0% fixed-rate notes, due October 2014	7,453		7,177
Capital leases, non-current portion	14		20
Total long-term debt, net	15,637		15,444
2014 Convertible subordinated debentures, 8.0% fixed-rate notes, due October 2014	41,616		40,736
Total debt, net	$	57,253	$	56,180

The Term A Loan has a remaining principal balance of ~~$7.9~~$7.9 million and is carried on the balance sheet at ~~$8.2~~$8.2 million, including remaining ~~unamortized~~unaccreted premium, and matures on February 4, 2014. The Term A Loan bears interest at a fixed rate of 10.5% per annum, payable quarterly in arrears. Considering the debt premium, the effective interest rate on the Term A Loan is 8.2%.

Table of Contents

The Term B Loan has a principal balance of ~~$9.3~~$9.3 million and is carried on the balance sheet at ~~$7.3~~$7.5 million, net of remaining unamortized discount, and matures on October 30, 2014 unless converted earlier. The Term B Loan bears interest at a fixed rate of 8%8.0% per annum payable quarterly in arrears. Prepayments on the Term B Loan are permitted at 100% of the principal amount plus accrued interest, but only if the closing price of our common stock has been at least 130% of the conversion price in effect for at least 20 trading days during the 30 consecutive trading day period ending on the day prior to the date of notice of prepayment. The Term B Loan is convertible into our common stock at a conversion price of ~~$4.95~~$4.95 per share (equivalent to approximately 202 shares per ~~$1,000~~$1,000 principal amount). The conversion terms are substantially similar to the conversion terms of the 2014 Debentures, except that there is no provision for the potential payment of a make-whole interest amount upon conversion. At ~~December~~March 31, ~~2011,~~2012, conversion of the outstanding principal amount of the Term B Loan would result in the issuance of 1,887,234 shares of common stock. We can elect to settle any conversion in stock, cash or a combination of stock and cash. Considering the debt discount, the effective interest rate on the Term B Loan is 17.7%.

The Term A Loan and Term B Loan (collectively, ~~the~~ “Term A and B Loans”) are collateralized by substantially all of our assets.

The 2014 Debentures have a principal balance of ~~$46.5~~$46.5 million and are carried on the balance sheet at ~~$41.2~~$41.6 million net of the remaining unamortized discount, which is being amortized as interest expense over the remaining life of the ~~debenture.~~debenture, and matures on October 30, 2014, unless converted earlier. The 2014 Debentures bear interest at 8%8.0% per annum payable semi-annually in arrears. ~~On or after October 30, 2011, prepayment~~Prepayment of the 2014 Debentures is permitted at 100% of the principal amount plus accrued and unpaid interest, but only if the closing price of our common stock has been at least 130% of the conversion price in effect for at least 20 trading days during the 30 consecutive trading day period ending on the day prior to the date of notice of prepayment. The 2014 Debentures are convertible into our common stock at a conversion price of ~~$4.50~~$4.50 per share (equivalent to approximately 222 shares per ~~$1,000~~$1,000 principal amount). We can elect to settle any conversion in stock, cash or a combination of stock and cash. If a 2014 Debenture is converted into common stock on or prior to October 30, 2012, we must pay a “make-whole amount” equal to the 2014 Debenture’s scheduled remaining interest payments through October 30, 2012, which we may elect to pay in cash or in shares of common stock valued at 95% of the average daily volume weighted average price per share over a 10 day trading ~~day~~ period. The 2014 Debentures are collateralized by a second priority interest in substantially all of our assets.

At ~~December~~March 31, ~~2011,~~2012, conversion of the outstanding principal amount of the 2014 Debentures would result in the issuance of 10,331,778 shares of common stock and ~~$3.1~~$2.2 million in make-whole amount that may be paid in cash or by delivery of ~~0.7~~0.6 million shares of common stock. Considering the debt discount, the effective interest rate on the Debentures is 12.24%.

~~Table of Contents~~

The credit agreements for the Term A and B Loans and 2014 Debenture agreements provide for customary restrictions and limitations on our ability to incur indebtedness and liens on property, make restricted payments or investments, enter into mergers or consolidations, conduct asset sales, pay dividends or distributions and enter into specified transactions and activities, and also contain other customary default provisions. The agreements provide that we must repurchase, at the option of the holders, principal amounts plus accrued and unpaid interest upon the occurrence of a fundamental change involving us, as described in the agreements. Upon the occurrence of fundamental change involving us, the holders of the 2014 Debentures and the Term B Loan may be entitled to receive a “make-whole premium” if they convert their 2014 Debentures or Term B Loan into common stock, payable in additional shares of common stock, if the trading price of our common stock is between ~~$3.20~~$3.20 and ~~$16~~$16 per share. Upon the occurrence of certain change in control events, the holders of the ~~Terms~~Term A and B Loans may require us to redeem all or a portion of the loans at 100% of the principal amount plus accrued and unpaid interest.

Except for required repurchases upon a change in control or in the event of certain asset sales, as described in the applicable credit agreements, we are not required to make any sinking fund or redemption payments with respect to this debt.

During the quarter ended March 31, 2012, a mandatory repayment of principal of $1.7 million following the sale of certain assets was waived by the lender.

Maturities of outstanding debt by fiscal ~~year~~years ending September 30 are ~~$7.9~~$7.9 million and ~~$55.8~~$55.8 million for 2014 and 2015, respectively.

12

Table of Contents

NOTE 5—FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITY

Assets and liabilities measured at fair value on our balance sheet on a recurring basis include the following at ~~December~~March 31, ~~2011~~2012 and September 30, ~~2011:~~

December 31, 2011

September 30, 2011

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

(in thousands)

Compound embedded derivative liability

—

—

4,498

4,498

—

—

7,796

7,796

$
—

$
—

$
4,498

$
4,498

$
—

$
—

$
7,796

$
7,796

2011:



	March 31, 2012								September 30, 2011
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in thousands)
Compound embedded derivative liability	$	—	$	—	$	9,778	$	9,778	$	—	$	—	$	7,796	$	7,796
	$	—	$	—	$	9,778	$	9,778	$	—	$	—	$	7,796	$	7,796

There were no transfers in and out of Level 1 and Level 2 fair value measurements during ~~three~~the six months ended ~~December~~March 31, ~~2011.~~

2012.

The following table provides a reconciliation of the beginning and ending balances for the compound embedded derivative measured at fair value using significant unobservable inputs (Level 3):

~~Compound Embedded Derivative Liability~~

2012

2011

(in thousands)

Beginning balance at September 30,

$
7,796

$
15,476

Transfers in and /or out of Level 3

—

—

Purchases, sales, issuances, and settlements

—

—

Total net (gains) losses included in earnings

(3,298
)
3,484

Ending balance at December 31,

$
4,498

$
18,960



	2012		2011
	(in thousands)
Beginning balance at September 30,	$	7,796	$	15,476
Transfers in and /or out of Level 3	—		—
Purchases, sales, issuances, and settlements	—		—
Total net losses included in earnings	1,982		5,460
Ending balance as of March 31,	$	9,778	$	20,936

The compound embedded derivative liability, which is included in long term liabilities, represents the value of the equity conversion feature and a “make-whole” feature of the 2014 Debentures.

As of ~~December~~March 31, ~~2011,~~2012, the fair value of the Term A and B Loans is ~~$8.4~~$8.5 million and ~~$8.1~~$9.5 million, respectively.

As of ~~December~~March 31, ~~2011,~~2012, the fair value of the 2014 Debentures is ~~$45.5~~$45.3 million excluding the fair value of the compound embedded derivative of ~~$4.5 million.~~

13$9.8 million.

~~Table of Contents~~

NOTE 6—STOCK BASED COMPENSATION

Under all stock option plans, a total of ~~4.5~~4.1 million shares of common stock have been reserved for issuance and ~~0.4~~0.6 million shares are available for future grant as of ~~December~~March 31, ~~2011.~~2012. The 2010 Incentive Plan permits the grant of stock options, stock appreciation rights, stock awards, performance awards, restricted stock and stock units, and other stock and cash-based awards.

As of ~~December~~March 31, ~~2011,~~2012, none of our stock-based awards are classified as liabilities. We did not capitalize any stock-based compensation cost. Compensation costs related to our stock-based compensation plans are as follows:

Three Months Ended December 31,

2011

2010

(in thousands)

Cost of revenues

$
122

$
94

Engineering, research and development

376

220

Selling, general and administrative

565

370

Total stock-based compensation expense

$
1,063

$
684



	Three Months Ended March 31,				Six Months Ended March 31,
	2012		2011		2012		2011
	(in thousands)
Cost of revenues	$	146	$	136	$	268	$	230
Engineering, research and development	388		250		764		470
Selling, general and administrative	612		538		1,177		908
Total stock-based compensation expense	$	1,146	$	924	$	2,209	$	1,608

As of ~~December~~March 31, ~~2011,~~2012, there was ~~$8.4~~$7.6 million of unrecognized stock-based compensation expense related to non-vested stock options, restricted stock units, and our ESPP. The weighted average period over which the unearned stock-based compensation is expected to be recognized is approximately ~~2.7~~2.5 years. An estimated forfeiture rate of 5.23% has been applied to all unvested options and restricted stock outstanding as of ~~December~~March 31, ~~2011.~~2012. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that we grant additional equity awards.

13

Table of Contents

Stock Option Plans

Activity under all stock option plans for the ~~three~~six months ended ~~December~~March 31, ~~2011~~2012 was as follows:

Shares

Weighted average
exercise price

Weighted average
remaining
contractual life (in
years)

Aggregate
intrinsic value

Options outstanding, September 30, 2011

1,699,183

$
29.77

6.37

$
—

Granted

376,182

2.54

—

—

Exercised

—

—

—

—

Cancelled or expired

(190,212
)
104.38

—

—

Options outstanding, December 31, 2011

1,885,153

16.81

7.33

—

Options exercisable, December 31, 2011

818,404

$
33.59

5.05

$
—



	Shares		Weighted average exercise price		Weighted average remaining contractual life (in years)	Aggregate intrinsic value
Options outstanding, September 30, 2011	1,699,183		$	29.77	6.37	$	—
Granted	378,182		2.55		—	—
Exercised	(2,922	)	2.54		—	—
Cancelled or expired	(227,704	)	92.71		—	—
Options outstanding, March 31, 2012	1,846,739		16.48		7.10	447,426
Options exercisable, March 31, 2012	996,735		$	27.17	5.60	$	104,826

This intrinsic value represents the excess of the fair market value of the Company’s common stock on the date of exercise over the exercise price of such options. The aggregate intrinsic values in the preceding table for the options outstanding represent the total pretax intrinsic value, based on our closing stock price of ~~$2.49,~~$3.72, as of ~~December~~March 31, ~~2011,~~2012, which would have been received by the option holders had those option holders exercised their in-the-money options as of those dates. There are no0.1 million in-the-money stock options that were exercisable as of ~~December~~March 31, ~~2011.~~

2012.

The per share fair values of stock options granted in connection with stock incentive plans have been estimated using the following weighted average assumptions:

December 31,

2011

2010

Expected life (in years)

5.62

6.25

Expected volatility:

Weighted-average

87.0%

85.7%

Range

86.1% - 87.1%

85.7% - 86.3%

Expected dividend

—

—

Risk-free interest rate

1.08%-1.27%

2.29% - 2.35%



	Six Months Ended March 31,
	2012	2011
Expected life (in years)	5.63	6.24
Expected volatility:
Weighted-average	87.0%	85.7%
Range	86.1% - 87.1%	85.7% - 86.5%
Expected dividend	—	—
Risk-free interest rate	1.08% - 1.27%	2.29% - 2.78%

~~Table of Contents~~

Our determination of the fair value of stock-based payment awards is affected by assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to: our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The fair value of employee stock options is determined in accordance with ASC 718 and ~~SAB~~Staff Accounting Bulletin ("SAB") No. 107, as amended by SAB No. 110, which provides supplemental application guidance based on the views of the SEC, using an option-pricing ~~model,~~model; however, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction, or actually realized by the employee upon exercise.

A summary of restricted stock unit activity for the ~~three~~six months ended ~~December~~March 31, ~~2011~~2012 is as follows:

Restricted
Stock Units

Weighted Average
Grant-Date Fair
Value per Share

Restricted stock units vested and expected to vest, September 30, 2011

1,295,979

$
4.67

Awarded

1,124,068

2.54

Released

(220,062
)
4.64

Forfeited

(37,954
)
4.54

Restricted stock units vested and expected to vest, December 31, 2011

2,162,031

$
3.60



	Restricted Stock Units		Weighted Average Grant-Date Fair Value per Share		Weighted average remaining contractual life (in years)	Aggregate intrinsic value
Restricted stock units expected to vest September 30, 2011	1,295,979		$	4.67
Awarded	1,222,988		2.56
Released	(685,479	)	3.91
Forfeited	(90,277	)	3.63
Restricted stock units expected to vest March 31, 2012	1,743,211		$	3.54	1.54	$	6,484,745

Table of Contents

From time-to-time, we retain shares of common stock from employees upon vesting of restricted shares and restricted stock units to cover income tax withholding. The impact of such withholding totaled ~~$0.2~~$0.6 million for the ~~three~~six months ended ~~December~~March 31, ~~2011,~~2012, and was recorded as settlement on restricted stock tax withholding in the accompanying unaudited consolidated statements of stockholders’ deficit.

Employee Stock Purchase Plan

In January 2011, our stockholders approved the 2011 ESPP under which 2.5 million shares of common stock are reserved for issuance. The ~~first~~second purchase period began on ~~August~~February 1, ~~2011~~2012 and ~~ended January~~ends July 31, 2012. The fair value of the ESPP awards are calculated in accordance with ASC 718-50, Employee Share Purchase Plans, under which the fair value of each share granted under the ESPP is equal to the sum of 15% of a share of stock, a call option for 85% of a share of stock, and a put option for 15% of a share of stock. The fair value of the call and put options are determined using the Black-Scholes pricing model. We used the following assumptions: expected useful life of 0.5 years, weighted average expected volatility of ~~40.4%~~48.4%, ~~our expected~~a zero dividend rate, and a risk-free interest rate of ~~0.2%~~0.09%. We recognized approximately ~~$0.1~~$0.2 million and $0.3 million in stock compensation for the three and sixmonths ended ~~December~~March 31, ~~2011~~2012 related to the ESPP. ~~At December 31, 2011, no shares had been issued under this plan and 2.5 million shares were available for future issuance.~~ On January 31, 2012, ~~334,646~~0.3 million shares were issued at ~~$2.59,~~ a ~~15%~~price per share of $2.59, a 15.0% discount ~~against~~to the share price on that date.

~~Table of Contents~~

NOTE 7—INCOME TAXES

The provision for income taxes as a percentage of income from operations before income taxes was ~~(8.48%)~~(1.9)% for the ~~three~~six months ended ~~December~~March 31, ~~2011~~2012 compared to ~~(0.97%)~~(0.8)% for the comparable period in the prior year. Our effective tax rate is primarily impacted by net operating losses.

Because we have historically experienced net tax losses, the benefits of which resulted in recognized deferred tax assets,

we have placed a valuation allowance against our otherwise recognizable deferred tax assets.

~~The total amount of gross unrecognized tax benefits was approximately $10.2 million as of December 31, 2011, which did not change from~~ At September 30, ~~2011.~~

~~As of December 31,~~ 2011, we had approximately ~~$0.3~~$82.9 million of ~~the $10.2~~Federal net operating losses (“NOLs”) that can be used in future tax years. Of this amount, $56.3 million ~~ASC 740-10 (FIN 48) unrecognized tax benefits related~~is subject to ~~our state tax liability is recorded in accrued expenses and other current liabilities on the unaudited consolidated balance sheet. Of the remaining balance, $9.9~~an annual limitation of $3.1 million ~~relates to federal and state research and development tax credits that have not been utilized and are fully reserved.~~

Our ability to utilize our deferred tax assets to offset future taxable income may be significantly limited if we experience an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”).caused by a prior ownership change. In general, an ownership change will occur if there is a cumulative change in ~~Vitesse’s~~Vitesse's ownership by “5% shareholders” (as defined in the Code) that exceeds 50 percentage points over a rolling three-year period. Should an “ownership change” occur, it could significantly diminish the value of our net operating loss carryforwards by limiting the rate at which they could be permitted to offset them against any future taxable income.

~~The debt modifications in October 30, 2009 resulted in an “ownership change” as defined for United States federal income tax purposes. Therefore, our~~ Our ability to utilize ~~$56.3 million net operating losses incurred prior~~our NOLs and other deferred tax assets to ~~the change of ownership became subject to an annual limitation of $3.1 million.~~

~~Net operating losses incurred by Vitesse subsequent to the ownership change totaled $26.6 million and are not subject to this limitation, however, they~~offset future taxable income may be ~~subject to limitation should a subsequent~~significantly limited if we experience another “ownership change,” as defined in ~~ownership occur. We are in the process of assessing the likelihood of an ownership change occurring for~~ Section 382 ~~purposes.~~

of the Internal Revenue Code of 1986, as amended (the “Code”).

NOTE 8—RESTRUCTURING AND IMPAIRMENT CHARGES

The combined summary of the recent activity related to our restructuring plans are as follows:

Facility
Consolidation and
Operating Lease
Commitments

Severance
Costs

Property and
Equipment
Impairment
Charges

Total

(in thousands)

Liability balance at September 30, 2010

$
921

$
—

$
—

$
921

Charged to operations

1,389

1,126

1,141

3,656

Non-cash charges

—

—

(1,141
)
(1,141
)
Cash payments

—

(828
)
—

(828
)
Liability balance at September 30, 2011

$
2,310

$
298

$
—

$
2,608

Charged to operations

4

24

—

28

Non-cash charges

(4
)
—

—

(4
)
Cash payments

(253
)
(305
)
—

(558
)
Liability balance at December 31, 2011

$
2,057

$
17

$
—

$
2,074



	Facility Consolidation and Operating Lease Commitments			Severance Costs			Property and Equipment Impairment Charges		Total
	(in thousands)
Liability balance at September 30, 2011	$	2,310		$	298		$	—	$	2,608
Charged to operations	—			24			—		24
Non-cash charges	8			—			—		8
Cash payments	(443		)	(305		)	—		(748		)
Liability balance at March 31, 2012	$	1,875		$	17		$	—	$	1,892

In September 2011, we initiated a restructuring plan to further align our resources with our strategic business objectives. Employees impacted under this plan were notified prior to the end of fiscal year 2011. In September 2011, we consolidated our Camarillo operations into a single facility and exited an adjacent leased facility. As a result of the lease exit, we incurred ~~$1.4~~$1.4 million in lease exit costs and ~~$1.1~~$1.1 million in asset impairment charges for asset write-down for tenant improvements at the facility which will not be recovered from future related cash flows. The related facility was vacated before September 30, 2011.

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The fair value of the lease termination liability was determined based upon the present value of the remaining lease payments reduced by the current market rate for sublease rentals of similar properties. Our ability to generate sublease income is highly dependent upon the commercial real estate conditions at the time we perform our evaluations or negotiate sublease arrangements with third parties. The amounts we have accrued represent our best estimate of the obligations we expect to incur and could be subject to adjustments as market conditions change. Changes to the estimates will be reflected as “adjustments” in the period the changes in estimates were determined. There were no changes to the estimates for the ~~three~~six months ended ~~December~~March 31, ~~2011.~~2012. Our cash payments under the lease agreement may differ significantly from the exit accrual recorded due to the differences between actual experience and estimates made by management in establishing the lease termination accrual.

NOTE 9—SEGMENT AND GEOGRAPHIC INFORMATION

We manage and operate our business through one operating segment.

~~Based on direct shipments, net~~

Net revenues to customers that were equal to or greater than 10% of total net revenues in the three and six months ended ~~December~~March 31, ~~2011~~2012 and ~~2010~~2011 were as follows:

Three Months Ended December 31,

2011

2010

Nu Horizons Electronics (distributor)

21.9
%
19.8
%
WPI Int’l. (HK) Ltd. (distributor)

10.2
%

*
Tellabs

*
12.2
%



	Three Months Ended March 31,				Six Months Ended March 31,
	2012		2011		2012		2011
Nu Horizons Electronics **	10.3	%	20.3	%	16.2	%	20.1	%
WPG **	14.0	%	*		12.2	%	*
Huawei	*		11.2	%	*		10.6	%
Harris Corporation	10.8	%	*		*		*

__________________________________________________

*Less ~~that~~than 10% of total net revenues for period indicated.

**Distributor

Net revenues are summarized by geographic area as follows:

Three Months Ended December 31,

2011

2010

(in thousands)

United States

$
13,725

18,634

Asia Pacific

10,535

13,405

EMEA*

4,605

4,929

Other

1,126

779

Total net revenues

$
29,991

$
37,747



	Three Months Ended March 31,				Six Months Ended March 31,
	2012		2011		2012		2011
	(in thousands)
United States	$	13,279	$	13,573	$	22,998	$	25,066
Asia Pacific	12,823		17,973		27,952		35,507
EMEA*	3,635		5,346		8,778		14,066
Total net revenues	$	29,737	$	36,892	$	59,728	$	74,639

* Europe, Middle East and Africa

Revenue by geographic area is based upon ~~where~~ the ~~design win for~~country of billing. The geographic location of distributors and third-party manufacturing service providers may be different from the ~~work originated. United States revenue includes $1.0 million and $0.2 million~~geographic location of ~~intellectual property revenue for~~ the ~~three months ended December 31, 2011 and 2010, respectively.~~ ultimate end users.

We believe a substantial portion of the products ~~sold~~billed to ~~OEMs~~Original Equipment Manufacturer ("OEM"s) and third-party manufacturing service providers in the Asia Pacific region are ultimately shipped to end-markets in the United States and Europe.

We also classify our product revenues based on our three product lines: (i) Connectivity; (ii) Ethernet switching; and (iii) Transport processing.

Three Months Ended December 31,

2011

2010

(in thousands)

Connectivity

$
12,968

$
17,867

Ethernet switching

8,023

10,207

Transport processing

7,951

9,522

Product revenues

$
28,942

$
37,596



	Three Months Ended March 31,				Six Months Ended March 31,
	2012		2011		2012		2011
	(in thousands)
Connectivity	$	14,704	$	17,460	$	27,672	35,327
Ethernet switching	6,777		9,269		14,800		19,476
Transport processing	5,714		7,674		13,665		17,196
Product revenues	$	27,195	$	34,403	$	56,137	$	71,999

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NOTE 10—COMMITMENTS AND CONTINGENCIES

We are involved in legal proceedings in the ordinary course of business, including actions against us which assert or may assert claims or seek to impose fines and penalties in substantial amounts.

During our normal course of business, we make certain contractual guarantees and indemnities pursuant to which we may be required to make future payments under specific circumstances. We review our exposure under these agreements no less than annually, or more frequently when events indicate. Except for our established warranty reserves, we do not expect that any potential payments in connection with any of these indemnity obligations would have a material adverse effect on ~~out~~our consolidated financial position. Accordingly, except for established warranty reserves, we have not recorded any liabilities for these agreements as of ~~December~~March 31, ~~2011~~2012 and September 30, ~~2011.~~

2011.

Patents and Licenses

We have entered into various licensing agreements requiring primarily fixed fee royalty payments. Certain of these agreements contain provisions for the payment of guaranteed or minimum royalty amounts. In the event that we fail to pay any minimum annual royalties, these licenses may automatically be terminated.

Warranties

We establish reserves for future product warranty costs that are expected to be incurred pursuant to specific warranty provisions with our customers. Our warranty reserves are established at the time of sale and updated throughout the warranty period based upon numerous factors including historical warranty return rates and expenses over various warranty periods.

Intellectual Property Indemnities

We indemnify certain customers and our contract manufacturers against liability arising from third-party claims of intellectual property rights infringement related to our products. These indemnities appear in development and supply agreements with our customers as well as manufacturing service agreements with our contract manufacturers, are not limited in amount or duration and generally survive the expiration of the contract. Given that the amount of any potential liabilities related to such indemnities cannot be determined until an infringement claim has been made, we are unable to determine the maximum amount of losses that we could incur related to such indemnifications.

Director and Officer Indemnities and Contractual Guarantees

We have entered into indemnification agreements with our directors and executive officers, which require us to indemnify such individuals to the fullest extent permitted by Delaware law. Our indemnification obligations under such agreements are not limited in amount or duration. Certain costs incurred in connection with such indemnifications may be recovered under certain circumstances under various insurance policies. Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed against a director or executive officer, we are unable to determine the maximum amount of losses that we could incur relating to such ~~indemnities~~

indemnities.

We have also entered into severance and change in control agreements with certain of our executives. These agreements provide for the payment of specific compensation benefits to such executives upon the termination of their employment with us.

General Contractual Indemnities/Products Liability

During the normal course of business, we enter into contracts with customers where we agreed to indemnify the other party for personal injury or property damage caused by our products. Our indemnification obligations under such agreements are not generally limited in amount or duration. Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed against a director or executive officer, we are unable to determine the maximum amount of losses that we could incur relating to such indemnities. Historically, any amounts payable pursuant to such indemnities have not had a material negative effect our business, financial condition or results of operations. We maintain general and product liability insurance as well as errors and omissions insurance, which may provide a source of recovery to us in the event of an indemnification claim.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement

You should read the following discussion and analysis in conjunction with our Unaudited Consolidated Financial Statements and the related Notes thereto contained in Part I, Item 1 of this Report. The information contained in this Quarterly Report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Report, as well as in our Annual Report on Form 10-K for the year ended September 30, 2011 (“Annual Report”) and in our other filings with the SEC, which discuss our business in greater detail.

This Quarterly Report contains forward-looking statements that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statements that do not directly relate to historical or current fact. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “may,” “should,” “estimates,” “predicts,” “potential,” “continue,” “becoming,” “transitioning,” and similar expressions to identify such forward-looking statements. Our forward-looking statements include statements as to our business outlook, revenues, margins, expenses, tax provision, capital resources sufficiency, capital expenditures, interest income, cash commitments, and expenses. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those referenced in the subsection entitled “Risk Factors” in Part I,II, Item 1A of this Report and Part I, Item 1A of our Annual Report, and similar discussions in our other SEC filings. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Overview

We are a leading supplier of high-performance ICs, principally targeted at systems manufacturers in the communications industry. Within the communications industry, our products address Carrier and Enterprise networking, where they enable data to be transmitted at high-speeds and processed and switched under a variety of protocols.

Over the last 10 years, the worldwide proliferation of the Internet and the rapid growth in the volume of data being sent over LANs and WANs has placed a tremendous strain on the existing communications infrastructure. Communication service providers have sought to increase their revenues by delivering a growing range of data services to their customers in a cost-effective manner. The resulting demand for increased bandwidth and services has created a need for faster, larger and more complex networks.

In recent years, we focused our product development and marketing efforts on products that leverage the convergence of Carrier and Enterprise networking to Internet Protocol-based networks. These next-generation networks share the requirements of high reliability, scalability, interoperability, and low cost. Increasingly, these networks will be delivered based on Ethernet technology. We believe that products in this emerging technology area represent the best opportunity for us to provide differentiation in the market.

Realization of Our Strategy

Several years ago, we embarked on a process to substantially re-invent Vitesse to take advantage of the dramatic ongoing transformation of our target networking markets. Towards that goal, we re-positioned our Engineering, Research and Development (“R&D&D”) teams and invested heavily to enter new markets, develop new products, and penetrate new customers in an effort to diversify ourselves and provide new opportunities for growth.

As with any high-technology company, these growth opportunities begin with new products. We improved the efficiency of our R&D by focusing our resources on two large, but independent markets: Carrier networking and Enterprise networking, which both rely increasingly on Ethernet technology, allowing us to maximize the impact of our R&D budget.

After two years of development, Vitesse introduced over 30 new products in 2010, over 20 new products in 2011, and we continue to introduce new products in 2012. These introductions included many new “platform” products and technology that will serve as the basis for future product development. This rate was nearly double our historic rate of product introductions and allowed us to substantially increase our served markets in both Carrier and Enterprise networking, providing us better growth opportunities.

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The next step to generating growth is creating market traction and design wins where we are selected by our customers over our competitors. As we took our new products to market in 2011 and 2012, we saw a dramatic increase in our customer engagements and the number of design opportunities that were being identified by our sales team. Early adoption of our products by our customers has exceeded our goals. In 2011, we recorded over 300 new design wins, a 250% increase from the prior year. Of these design wins, we expect 80% of the value to come from our Tier-1 and Tier-2 customers, and nearly 50% to come from our new products introduced in 2010 and 2011. Design wins remain strong as we enter 2012.

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Together with our customers, we are now ~~preparing to take~~taking these new products into production. In our industry, it typically takes 12 to 18 months for our customers to go from first product sample received to first customer shipment as customers do the necessary development work to complete and qualify their systems in the network. In 2011 and the first ~~quarter~~six months of 2012, we shipped samples and pre-production on the majority of these new products, and we expect our customers to phase into volume production over the course of 2012 and into 2013.

As these new products ramp, we will begin a migration of our revenues to our new products, providing a new growth cycle for Vitesse. In 2011, only 5% of our revenue was from products sampled in the last three years. Based on observable market traction and the design wins captured in 2011, we expect revenues from our new products to increase in 2012 and continue to grow strongly from there.

We have also made solid progress on our strategy to strengthen our operational performance and execution. Our efforts in operations include reduction in materials costs and cycle times, improved product yields, implementation of programs such as lean manufacturing, and an increased emphasis on the importance of our customers. During the last three years, we accelerated our comprehensive efforts to increase our product gross margins and operating margins, which together have substantially increased our operating leverage. During the last three years we have:

Expanded our business in Europe and Asia, as a result of improved penetration into ~~Tier 1~~Tier-1 networking OEMs.

Transitioned to a fully outsourced manufacturing model by moving the majority of our California probe and test function to an outsourced, offshore Asian test contractor, which was completed in 2010. This production model substantially reduced our fixed costs, headcount, and cost of testing, and will allow us to reduce our manufacturing cycle times and better serve our growing customer base in Asia.

Consolidated multiple locations in order to gain efficiencies and streamline costs.

Critical Accounting Policies and Estimates

Our discussion and analysis of our historical financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements in conformity with those principals require us to make certain estimates of certain items and judgments as to certain future events including, for example, those related to revenue recognition, inventory valuation, long-lived assets, valuation of compound embedded derivative and term loan, stock-based compensation, income taxes, and restructuring assets. These determinations, even though inherently subjective and subject to change, affect the reported amounts of our assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. While we believe that our estimates are based on reasonable assumptions and judgments at the time they are made, some of our assumptions, estimates and judgments will inevitably prove to be incorrect. As a result, actual outcomes will likely differ from our accruals, and those differences, positive or negative, could be material. Some of our accruals are subject to adjustment, as we believe appropriate, based on revised estimates and reconciliation to the actual results when available.

Our critical accounting policies and estimates are described in our Annual Report on Form 10-K for the year ended September 30, ~~2011.~~2011. There have been no significant changes to these policies during the three and six months ended ~~December~~March 31, ~~2011.~~2012. These policies and estimates continue to be those that we believe are most important to a reader’s ability to understand our financial results.

Impact of Recent Accounting Pronouncements

~~For information with respect to~~

There are no recent accounting pronouncements ~~and the~~that impact ~~of these pronouncements, see~~ “The Company and Its Significant Accounting Policies” footnote in the accompanying notes to the unaudited consolidated financial statements.

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Results of Operations for the three and six months ended ~~December~~March 31, ~~2011~~2012 compared to the three and six months ended ~~December~~March 31, ~~2010~~2011

The following table sets forth certain Unaudited Consolidated Statements of Operations data for the periods ~~indicated:~~

Three Months Ended December 31,

2011

2010

$

%

$

%

(in thousands, except for percentages)

Net revenues:

Product revenues

$
28,942

96.5
%
$
37,596

99.6
%
Intellectual property revenues

1,049

3.5
%
151

0.4
%
Net revenues

29,991

100.0
%
37,747

100.0
%
Costs and expenses:

Cost of revenues

12,163

40.6
%
14,349

38.0
%
Engineering, research and development

12,425

41.4
%
14,182

37.6
%
Selling, general and administrative

7,424

24.8
%
10,459

27.7
%
Restructuring and impairment charges

28

0.1
%
264

0.7
%
Amortization of intangible assets

67

0.2
%
165

0.4
%
Costs and expenses

32,107

107.0
%
39,419

104.4
%
Loss from operations

(2,116
)
(7.0
)%
(1,672
)
(4.4
)%
Other (income) expense:

Interest expense, net

1,948

6.5
%
2,518

6.7
%
(Gain) loss on compound embedded derivative

(3,298
)
(11.0
)%
3,484

9.2
%
Other expense (income), net

12

0.0
%
(16
)
(0.0
)%
Other (income) expense, net

(1,338
)
(4.5
)%
5,986

15.9
%
Loss before income tax expense

(778
)
(2.6
)%
(7,658
)
(20.3
)%
Income tax expense

66

0.2
%
74

0.2
%
Net loss

$
(844
)
(2.8
)%
$
(7,732
)
(20.5
)%

indicated. The percentages in the table are based on net revenues.



	Three Months Ended March 31,										Six Months Ended March 31,
	2012					2011					2012					2011
	$			%		$			%		$			%		$			%
	(in thousands, except for percentages)
Net revenues:
Product revenues	$	27,195		91.5	%	$	34,403		93.3	%	$	56,137		94.0	%	$	71,999		96.5	%
Intellectual property revenues	2,542			8.5	%	2,489			6.7	%	3,591			6.0	%	2,640			3.5	%
Net revenues	29,737			100.0	%	36,892			100.0	%	59,728			100.0	%	74,639			100.0	%
Costs and expenses:
Cost of product revenues	10,595			35.6	%	12,995			35.2	%	22,758			38.1	%	27,343			36.6	%
Engineering, research and development	9,580			32.2	%	14,898			40.4	%	22,005			36.8	%	29,080			39.0	%
Selling, general and administrative	8,379			28.2	%	9,978			27.0	%	15,803			26.5	%	20,436			27.4	%
Restructuring and impairment charges	4			—	%	78			0.2	%	32			0.1	%	342			0.5	%
Amortization of intangible assets	79			0.3	%	61			0.2	%	146			0.2	%	226			0.3	%
Costs and expenses	28,637			96.3	%	38,010			103.0	%	60,744			101.7	%	77,427			103.8	%
Income (loss) from operations	1,100			3.7	%	(1,118		)	(3.0	)%	(1,016		)	(1.7	)%	(2,788		)	(3.8	)%
Other expense (income):
Interest expense, net	1,924			6.5	%	2,039			5.5	%	3,873			6.5	%	4,558			6.1	%
Loss on compound embedded derivative	5,280			17.8	%	1,976			5.4	%	1,982			3.3	%	5,460			7.3	%
Loss on extinguishment of debt	—			—	%	3,874			10.5	%	—			—	%	3,874			5.2	%
Other expense (income), net	29			0.1	%	(41		)	(0.1	)%	41			0.1	%	(56		)	(0.1	)%
Other expense, net	7,233			24.4	%	7,848			21.3	%	5,896			9.9	%	13,836			18.5	%
Loss before income tax expense	(6,133		)	(20.7	)%	(8,966		)	(24.3	)%	(6,912		)	(11.6	)%	(16,624		)	(22.3	)%
Income tax expense	63			0.2	%	75			0.2	%	129			0.2	%	149			0.2	%
Net loss	$	(6,196	)	(20.9	)%	$	(9,041	)	(24.5	)%	$	(7,041	)	(11.8	)%	$	(16,773	)	(22.5	)%

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Product Revenues

We sell our products into the following markets: (i) Carrier networking; (ii) Enterprise networking; and (iii) Non-core. The Carrier networking market includes core, metro, access, mobile, and backhaul networks. The Enterprise networking market covers Ethernet switching and transmission within LANs in small-medium enterprise (“SME”) and small-medium business (“SMB”) markets. The Non-core market is comprised of ~~legacy~~ products that have not received additional investment over the last five years and, as a result, have generally been in decline.

The following table summarizes our product revenues by market:

Three Months Ended December 31,

2011

2010

Amount

% of Product
Revenues

Amount

% of Product
Revenues

Change

%
Change

(in thousands, except percentages)

Carrier networking

$
11,992

41.4
%
$
18,165

48.3
%
$
(6,173
)
(34.0
)%
Enterprise networking

14,427

49.8
%
17,346

46.1
%
(2,919
)
(16.8
)%
Non-core

2,523

8.8
%
2,085

5.6
%
438

21.0
%
Product revenues

$
28,942

100.0
%
$
37,596

100.0
%
$
(8,654
)
(23.0
)%



	Three Months Ended March 31,
	2012				2011
	Amount		% of Product Revenues		Amount		% of Product Revenues		Change			% Change
	(in thousands, except percentages)
Carrier networking	$	9,597	35.3	%	$	15,498	45.0	%	$	(5,901	)	(38.1	)%
Enterprise networking	13,148		48.3	%	16,545		48.1	%	(3,397		)	(20.5	)%
Non-core	4,450		16.4	%	2,360		6.9	%	2,090			88.6	%
Product revenues	$	27,195	100.0	%	$	34,403	100.0	%	$	(7,208	)	(21.0	)%



	Six Months Ended March 31,
	2012				2011
	Amount		% of Product Revenues		Amount		% of Product Revenues		Change			% Change
	(in thousands, except percentages)
Carrier networking	$	21,589	38.5	%	$	33,663	46.7	%	$	(12,074	)	(35.9	)%
Enterprise networking	27,575		49.1	%	33,891		47.1	%	(6,316		)	(18.6	)%
Non-core	6,973		12.4	%	4,445		6.2	%	2,528			56.9	%
Product revenues	$	56,137	100.0	%	$	71,999	100.0	%	$	(15,862	)	(22.0	)%

The decrease in Carrier networking revenues is primarily attributable to ~~general~~broad-based market decline in ~~mature SONET-based products and~~Carrier networking equipment for service providers resulting in inventory corrections by ~~customers. This impact has been primarily in Asia,~~our customers that negatively impacted the demand for our products, particularly ~~China and a single North American customer.~~mature SONET-based products. The decline in Enterprise networking revenues is driven primarily by a ~~strong decline in several optical module manufacturers due in part to flooding in manufacturing facilities in Thailand and resulting disruption in their supply chains as well as a small~~ decline in our switch and PHY products selling into low-end SME/SMB applications. This was partially offset by increased revenue from of our switch fabric products as customers increased inventory after we announced our plans to phase out production of some of these products. The increase in Non-core revenues is largely attributable to increased purchases of ~~legacy~~Network Processor (“NPU”) products, resulting from end-of-life announcements, and mature products in our ~~Network Processing (“NPU”)~~Fibre Channel product line, due to a large purchase from a single customer.

In the normal course of business, we regularly assess our product portfolio to ensure it aligns with our strategy. At such time, we may make the determination to phase out products (“end-of-life”). When we end-of-life a product, we typically provide up to six months notice for our customers to make a last-time-buy of product and six additional months to take receipt of that product. As a result, the end-of-life announcement can result in near-term increases in our revenues as customers typically respond to these announcements by making last-time-buys to increase ~~inventory after~~their inventories to ensure that they have adequate stock on hand to support their production forecast utilizing the end-of-life part(s).

Revenue for end-of-life products was $5.9 million and $2.0 million in the three months ended March 31, 2012 and 2011, respectively and $13.4 million and $3.6 million in the six months ended March 31, 2012 and 2011, respectively. Product phase-outs are part of our normal course of business, and we ~~announced our plans~~will continue this practice in the future; however, we cannot predict the degree and/or timing of the impact of product phase-out on future revenues. From time-to-time, upon customer request or due to ~~phase-out production of these products (“end-of-life”.)~~

~~We also classify~~a change in our product strategy, we may decide to resume producing a part we previously phased-out.

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The following table summarizes our revenues ~~based on our three~~by product ~~lines: (i) Connectivity; (ii) Ethernet switching; and (iii) Transport processing.~~

Three Months Ended December 31,

2011

2010

Amount

% of Product
Revenues

Amount

% of Product
Revenues

Change

%
Change

(in thousands, except percentages)

Connectivity

$
12,968

44.8
%
$
17,867

47.5
%
$
(4,899
)
(27.4
)%
Ethernet switching

8,023

27.7
%
10,207

27.1
%
(2,184
)
(21.4
)%
Transport processing

7,951

27.5
%
9,522

25.4
%
(1,571
)
(16.5
)%
Product revenues

$
28,942

100.0
%
$
37,596

100.0
%
$
(8,654
)
(23.0
)%

line:



	Three Months Ended March 31,
	2012				2011
	Amount		% of Product Revenues		Amount		% of Product Revenues		Change			% Change
	(in thousands, except percentages)
Connectivity	$	14,704	54.1	%	$	17,460	50.8	%	$	(2,756	)	(15.8	)%
Ethernet switching	6,777		24.9	%	9,269		26.9	%	(2,492		)	(26.9	)%
Transport processing	5,714		21.0	%	7,674		22.3	%	(1,960		)	(25.5	)%
Product revenues	$	27,195	100.0	%	$	34,403	100.0	%	$	(7,208	)	(21.0	)%



	Six Months Ended March 31,
	2012				2011
	Amount		% of Product Revenues		Amount		% of Product Revenues		Change			% Change
	(in thousands, except percentages)
Connectivity	$	27,672	49.3	%	$	35,327	49.1	%	$	(7,655	)	(21.7	)%
Ethernet switching	14,800		26.4	%	19,476		27.0	%	(4,676		)	(24.0	)%
Transport processing	13,665		24.3	%	17,196		23.9	%	(3,531		)	(20.5	)%
Product revenues	$	56,137	100.0	%	$	71,999	100.0	%	$	(15,862	)	(22.0	)%

The decrease in Connectivity revenues is largely attributable to ~~decreases~~broad-based market decline in Carrier networking equipment for service providers that impacted the demand for our products, particularly mature, SONET-based products, partially offset by increases in some of our products for ~~10G SONET PHYs and 10G Laser Drivers for long haul DWDM~~Fibre Channel applications ~~primarily in Asia.~~

due to a large purchase by a single customer.

The decrease in Ethernet switching revenues is largely attributable to declines in our mature Gigabit Ethernet Copper PHYs and Ethernet Media Access Control (“MAC”) products selling primarily into ~~Carrier markets, due to overall softness in these markets compared with the same period in 2011.~~

Enterprise markets.

~~Table of Contents~~

The decrease in Transport processing revenues is largely attributable to abroad-based market decline in Carrier networking equipment for service providers that impacted the demand for our ~~legacy~~products, particularly our mature SONET framers, ~~in North America and Asia,~~ partially offset by increases in our NPU and Switch Fabrics products as customers increase inventories on these products as they approach end-of-life.

~~Based on direct shipments, net~~

Net revenues to customers that were equal to or greater than 10% of total net revenues in the three and six months ended ~~December~~March 31, ~~2011~~2012 and ~~2010~~2011 were as follows:

Three Months Ended December 31,

2011

2010

Nu Horizons Electronics (distributor)

21.9
%
19.8
%
WPI Int'l. (HK) Ltd. (distributor)

10.2
%

*
Tellabs

*
12.2
%



	Three Months Ended March 31,				Six Months Ended March 31,
	2012		2011		2012		2011
Nu Horizons Electronics **	10.3	%	20.3	%	16.2	%	20.1	%
WPG **	14.0	%	*		12.2	%	*
Huawei	*		11.2	%	*		10.6	%
Harris Corporation	10.8	%	*		*		*

________________________________________________

*Less ~~that~~than 10% of total net revenues for period indicated.

**Distributors

Revenue from Harris Corporation was due to a periodic purchase of some of our mature Connectivity devices.

Table of Contents

Net revenues are summarized by geographic area as follows:

Three Months Ended December 31,

2011

2010

Amount

% of Total Net
Revenues

Amount

% of Total Net
Revenues

Change

%
Change

(in thousands, except percentages)

United States

$
13,725

45.8
%
$
18,634

49.4
%
$
(4,909
)
(26.3
)%
Asia Pacific

10,535

35.1
%
13,405

35.5
%
(2,870
)
(21.4
)%
EMEA*

4,605

15.4
%
4,929

13.1
%
(324
)
(6.6
)%
Other

1,126

3.7
%
779

2.0
%
347

44.5
%
Total net revenues

$
29,991

100.0
%
$
37,747

100.0
%
$
(7,756
)
(20.5
)%



	Three Months Ended March 31,
	2012				2011
	Amount		% of Total Net Revenues		Amount		% of Total Net Revenues
	(in thousands, except percentages)
United States	$	13,279	44.7	%	$	13,573	36.8	%
Asia Pacific	12,823		43.1	%	17,973		48.7	%
EMEA*	3,635		12.2	%	5,346		14.5	%
Total net revenues	$	29,737	100.0	%	$	36,892	100.0	%



	Six Months Ended March 31,
	2012				2011
	Amount		% of Total Net Revenues		Amount		% of Total Net Revenues
	(in thousands, except percentages)
United States	$	22,998	38.5	%	$	25,066	33.6	%
Asia Pacific	27,952		46.8	%	35,507		47.6	%
EMEA*	8,778		14.7	%	14,066		18.8	%
Total net revenues	$	59,728	100.0	%	$	74,639	100.0	%

~~(*) EMEA includes~~

* Europe, Middle East and Africa

We believe a substantial portion of the products ~~sold~~billed to OEMs and third-party manufacturing service providers in the Asia Pacific region are ultimately shipped to end-markets in the United States and Europe.

~~Various~~

The demand for our products is affected by various factors, ~~may impact~~including our development and introduction of new products, availability and pricing of competing products, capacity constraints at our suppliers, end-of-life product decisions, and general economic conditions.

Therefore, our revenues ~~including the timing of orders by significant customers, our ability to meet customer demand, as well as multiple other market factors. Therefore, our revenue~~ for the three and six months ended ~~December~~March 31, ~~2011~~2012 and ~~2010~~2011 may not necessarily be indicative of future revenues.

Intellectual Property (IP) Revenues

Three Months Ended December 31,

2011

2010

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Change

%
Change

(in thousands, except percentages)

IP revenues

$
1,049

3.5
%
$
151

0.4
%
$
898

594.7
%



	Three Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change		% Change
	(in thousands, except percentages)
IP revenues	$	2,542	8.5	%	$	2,489	6.7	%	$	53	2.1	%



	Six Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change		% Change
	(in thousands, except percentages)
IP revenues	$	3,591	6.0	%	$	2,640	3.5	%	$	951	36.0	%

Table of Contents

The increase in IP revenue in the six month period ended March 31, 2012 as compared to the prior year is ~~attributable~~primarily due to ~~$0.9 million from~~ the ongoing sale and licensing of IP. We continue to pursue opportunities to leverage our IP ~~during the three months ended December 31, 2011.~~portfolio. Royalties received or recognized for the three and six months ended ~~December~~March 31, ~~2011~~2012 and ~~2010~~2011 were not material. Costs associated with the sale of IP are included in selling, general and administrative expenses.

~~Table of Contents~~

Cost of Product Revenues

Three Months Ended December 31,

2011

2010

Amount

% of Net
Product
Revenues

Amount

% of Net
Product
Revenues

Change

%
Change

(in thousands, except percentages)

Cost of revenues

$
12,163

42.0
%
$
14,349

38.2
%
$
(2,186
)
(15.2
)%



	Three Months Ended March 31,
	2012				2011
	Amount		% of Net Product Revenues		Amount		% of Net Product Revenues		Change			% Change
	(in thousands, except percentages)
Cost of product revenues	$	10,595	39.0	%	$	12,995	37.8	%	$	(2,400	)	(18.5	)%



	Six Months Ended March 31,
	2012				2011
	Amount		% of Net Product Revenues		Amount		% of Net Product Revenues		Change			% Change
	(in thousands, except percentages)
Cost of product revenues	$	22,758	40.5	%	$	27,343	38.0	%	$	(4,585	)	(16.8	)%

We use third-parties for wafer fabrication and assembly services. Cost of product revenues consists predominantly of: (i) purchased finished wafers; (ii) assembly services; (iii) test services; and (iv) labor and overhead costs associated with product procurement, planning and quality assurance.

The overall decrease in cost of product revenues is largely attributable to lower product ~~revenues. The increase in the~~revenues, combined with a favorable mix of products that had an overall lower cost. Our cost of ~~net~~product revenues is affected by various factors, including product mix, volume, provisions for excess and obsolete inventories, material costs, manufacturing efficiencies, and the position of our products within their life-cycles, either beginning or ending. Our cost of product revenues as a percent of net product ~~revenues~~revenue is ~~caused~~affected by ~~higher production costs per unit due to fixed costs of manufacturing operations applied to reduced volume.~~

these factors, as well as customer mix, volume, pricing, and competitive pricing programs. We ~~expect to continue to adjust our inventory levels and~~ anticipate ~~that the sales~~a combination of these ~~higher cost inventories~~factors will ~~temporarily increase our cost of net~~result in a short-term decline in product ~~revenues in future periods until our revenues return to prior levels.~~

~~As it is customary in the semiconductor industry for product prices of maturing products to decline over time, it is imperative that we continue to reduce our cost of revenues.~~ margin.

We continue to focus our efforts on improving operating efficiencies, including improving product yields, reducing scrap and improving cycle times.

Engineering, Research and Development

Three Months Ended December 31,

2011

2010

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Change

%
Change

(in thousands, except percentages)

Engineering, research and development

$
12,425

41.4
%
$
14,182

37.6
%
$
(1,757
)
(12.4
)%

~~Engineering, research and development (“~~



	Three Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Engineering, research and development	$	9,580	32.2	%	$	14,898	40.4	%	$	(5,318	)	(35.7	)%



	Six Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Engineering, research and development	$	22,005	36.8	%	$	29,080	39.0	%	$	(7,075	)	(24.3	)%

R~~&D”)~~&D expenses consist primarily of salaries and related costs, including stock-based compensation expense for employees engaged in research, design and development activities. R&D also includes costs of mask sets, which we fully expense in the period, and electronic design automation (“EDA”) tools, software licensing contracts, subcontracting and fabrication costs, depreciation and amortization, and facilities expenses.

Table of Contents

The level of R&D expense will vary from period -to-period, depending on timing of development projects and the purchase of masks aligned to those projects. The level of R&D expense as a percentage of net revenues will vary, ~~from period to period,~~ depending, in part, on the level of net revenues. Our ~~research and development~~R&D efforts are critical to maintaining a ~~high level~~high-level of new product introductions and are critical to our plans for future growth.

The decrease in R&D expense in the ~~first~~second quarter of fiscal year 2012 as compared to the same period in the prior year is attributable to a $2.0 million lower mask and test wafers expense, a $1.6 million lower compensation expense, and a $1.3 million lower expense for EDA and other tools. The reduction in compensation and other miscellaneous reductions resulted from our consolidation of multiple design center locations.

The decrease in R&D expense for the six months endedMarch 31, 2012 as compared to the same period in the prior year is largely attributable to lower compensation ~~expense of $1.7 million~~ and ~~lower~~ facility expense of ~~$0.1~~$3.6 million resulting from our consolidation of multiple locations, lower mask and test wafer expense of $1.4 million, lower tools expense of $1.3 million, and lower external physical design and test services of ~~$0.3~~$0.5 million. ~~These reductions were partially offset by increased expense of $0.5 million for mask sets and wafers.~~

We continue to concentrate our spending in R&D to meet customer requirements and to respond to market conditions, and we do not anticipate that the reduction in R&D will impact product development in fiscal year 2012.

~~Table of Contents~~

Selling, General and Administrative

Three Months Ended December 31,

2011

2010

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Change

%
Change

(in thousands, except percentages)

Selling, general and administrative

$
7,424

24.8
%
$
10,459

27.7
%
$
(3,035
)
(29.0
)%



	Three Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Selling, general and administrative	$	8,379	28.2	%	$	9,978	27.0	%	$	(1,599	)	(16.0	)%



	Six Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Selling, general and administrative	$	15,803	26.5	%	$	20,436	27.4	%	$	(4,633	)	(22.7	)%

Selling, general and administrative (“SG&A”) expense consists primarily of personnel-related expenses, including stock-based compensation expense, as well as legal and other professional fees, facilities expenses, outside labor, and communication expenses.

The decrease in SG&A expense in the ~~first~~second quarter of fiscal year 2012 as compared to the same period in the prior year is largely attributable to lower personnel related expenses of ~~$1.5~~$1.3 million ~~resulting from steps taken~~and lower facility expenses of $0.4 million due to ~~reduce headcount during fiscal~~our consolidation of facilities. Partially offsetting the reductions was a $0.7 million intangible asset write-down expense.

The decrease in SG&A expense for the six months endedMarch 31, 2012 as compared to the same period in the prior year ~~2011, $1.1~~is largely attributable to lower personnel related expenses of $2.9 million, $0.6 million in lower legal and accounting fees, and lower facility expenses of ~~$0.3~~$0.7 million due to our consolidation of facilities. Partially offsetting the ~~closure of the Calle Carga facility.~~

reductions was a $0.7 million intangible asset write-down expense.

Restructuring and Impairment Charges

Three Months Ended December 31,

2011

2010

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Change

%
Change

(in thousands, except percentages)

Restructuring and impairment charges

$
28

0.1
%
$
264

0.7
%
$
(236
)
(89.4
)%



	Three Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Restructuring and impairment charges	$	4	—	%	$	78	0.2	%	$	(74	)	(94.9	)%

Table of Contents



	Six Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Restructuring and impairment charges	$	32	0.1	%	$	342	0.5	%	$	(310	)	(90.6	)%

The restructuring and impairment costs in the ~~first quarter of fiscal year~~three and six months ended March 31, 2012 reflect costs related to the reduction in force at our Portland location, which was completed in October 2011.

~~In October 2010, we commenced~~

The restructuring and impairment costs in the three and six months ended March 31, 2011 were related to a reduction in workforce at our Westford location. ~~The related severance costs were $0.3 million for the three months ended December 31, 2010. The Westford reduction in workforce was completed by June 2011.~~

Amortization of Intangible Assets

Three Months Ended December 31,

2011

2010

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Change

%
Change

(in thousands, except percentages)

Amortization of intangible assets

$
67

0.2
%
$
165

0.4
%
$
(98
)
(59.4
)%



	Three Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change		% Change
	(in thousands, except percentages)
Amortization of intangible assets	$	79	0.3	%	$	61	0.2	%	$	18	29.5	%



	Six Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Amortization of intangible assets	$	146	0.2	%	$	226	0.3	%	$	(80	)	(35.4	)%

The ~~decrease~~increase in amortization ~~expense for~~in the ~~three~~second quarter of fiscal year 2012 as compared to the same period in the prior year is attributable to the purchase of IP at the end of the first quarter of fiscal year 2012. For the six months ended ~~December~~March 31, ~~2011~~2012, compared to the same period last year, isamortization expense decreased due to some of the ~~amortization of~~ existing intangible assets ~~some of which became~~being fully amortized during fiscal year 2011.

~~Table of Contents~~

Interest Expense, net

Three Months Ended December 31,

2011

2010

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Change

%
Change

(in thousands, except percentages)

Interest expense, net

$
1,948

6.5
%
$
2,518

6.7
%
$
(570
)
(22.6
)%



	Three Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Interest expense, net	$	1,924	6.5	%	$	2,039	5.5	%	$	(115	)	(5.6	)%



	Six Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Interest expense, net	$	3,873	6.5	%	$	4,558	6.1	%	$	(685	)	(15.0	)%

Net interest expense is comprised of cash interest expense, ~~net of interest income, and~~ amortization of debt discount, ~~and~~ premium, and ~~amortization of~~ debt issuance ~~costs.~~

costs, net of interest income.

The decrease in net interest expense for the three and six months ended ~~December~~March 31, ~~2011~~2012 compared to the same period last year was primarily due to the pay-down of $8.0 million on the Senior Term Loan in January 2011, the restructuring of the Senior Term Loan on February 4, 2011, and the $1.5 million principal payment on the Term A Loan in July 2011.

26

Table of Contents

~~(Gain) loss~~Loss on Compound Embedded Derivative

Three Months Ended December 31,

2011

2010

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Change

%
Change

(in thousands, except percentages)

(Gain) loss on compound embedded derivative

$
(3,298
)
(11.0
)%
$
3,484

9.2
%
$
(6,782
)
(194.7
)%



	Three Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change		% Change
	(in thousands, except percentages)
Loss on compound embedded derivative	$	5,280	17.8	%	$	1,976	5.4	%	$	3,304	167.2	%



	Six Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Loss on compound embedded derivative	$	1,982	3.3	%	$	5,460	7.3	%	$	(3,478	)	(63.7	)%

The ~~gain~~loss on our compound embedded derivative related to our 2014 Debentures for the three months ended ~~December~~March 31, 2012 and three and six months ended March 31, 2011 is primarily generated by the ~~decrease~~increase in the price of our underlying common stock during those periods.

Loss on Extinguishment of Debt



	Three Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Loss on extinguishment of debt	$	—	—	%	$	3,874	10.5	%	$	(3,874	)	(100.0	)%



	Six Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Loss on extinguishment of debt	$	—	—	%	$	3,874	5.2	%	$	(3,874	)	(100.0	)%

A loss on extinguishment of debt for the three and six months ended March 31, 2011 was a result of the extinguishment of the Senior Term Loan at fair value, in which we recognized a $3.9 million loss for the difference between the aggregate fair values of Term A and B Loans plus additional amounts and fees paid to the noteholders compared to the net carrying value of the Senior Term Loan. For the purposes of calculating this ~~period.~~

loss on extinguishment, the net carrying amount of the Senior Term Loan was $18.7 million, which included the remaining outstanding principal of $17.0 million, the payment-in-kind balance of $1.7 million, and the balance of the unamortized costs of $0.6 million, as of February 4, 2011.

Income Tax Expense

Three Months Ended December 31,

2011

2010

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Change

%
Change

(in thousands, except percentages)

Income tax expense

$
66

0.2
%
$
74

0.2
%
$
(8
)
(10.8
)%



	Three Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Income tax expense	$	63	0.2	%	$	75	0.2	%	$	(12	)	(16.0	)%

Table of Contents



	Six Months Ended March 31,
	2012				2011
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Income tax expense	$	129	0.2	%	$	149	0.2	%	$	(20	)	(13.4	)%

Our effective tax rate for the ~~three~~six months ended ~~December~~March 31, ~~2011~~2012 was ~~(8.48%)~~(1.9)%. The income tax provision in the current year is primarily due to state minimum taxes and foreign taxes. Our effective tax rate for the ~~three~~six months ended ~~December~~March 31, ~~2010~~2011 was ~~(0.97%)~~(0.8)%, which was lower than the federal and state statutory rate due to the projected federal and state losses for the fiscal year.

~~Table of Contents~~

Financial Condition and Liquidity

Cash Flow Analysis

Cash ~~decreased~~increased to ~~$17.0~~$19.2 million at ~~December~~March 31, ~~2011,~~2012, from ~~$17.3~~$17.3 million at September 30, ~~2011.~~2011. During the ~~three~~six months ended ~~December~~March 31, ~~2011~~2012, we generated cash from operations, which was offset by cash used for capital expenditures and financing activities. Our cash flows from operating, investing and financing activities are summarized as follows:

Three Months Ended December 31,

2011

2010

(in thousands)

Net cash provided by (used in) operating activities

$
553

$
(8,109
)
Net cash used in investing activities

(645
)
(1,114
)
Net cash used in financing activities

(177
)
(2
)
Net decrease in cash

(269
)
(9,225
)
Cash at beginning of period

17,318

38,127

Cash at end of period

$
17,049

$
28,902

Six Months Ended March 31,
2012 2011
(in thousands)
Net cash provided by (used in) operating activities $ 3,464
$ (8,708 )
Net cash used in investing activities (946 ) (2,488 )
Net cash used in financing activities (624 ) (8,698 )
Net increase (decrease) in cash 1,894
(19,894 )
Cash at beginning of period 17,318
38,127
Cash at end of period $ 19,212
$ 18,233

Net Cash Provided by (Used In) Operating Activities

During the ~~three~~six months ended ~~December~~March 31, ~~2011,~~2012, cash provided by operating activities totaled ~~$0.6 million.~~$3.5 million. Excluding changes in working capital, cash generated by operations totaled $0.5 million. We used ~~to fund our losses totaled $1.7 million. We also used $0.8~~$0.7 million cash related to ~~fund~~ the increase in accounts receivable and ~~$0.5~~$0.7 million cash related to the decrease in deferred revenue due to lower purchases from distributors. These uses were offset by the generation of ~~$2.7~~$4.0 million cash from operating with lower inventory levels and ~~$1.3~~$0.4 million cash from ~~increased~~ accounts payable and accrued expenses.

Accounts receivable increased ~~$0.8~~$0.7 million from ~~$9.6~~$9.6 million at September 30, 2011 to ~~$10.4~~$10.3 million at ~~December~~March 31, ~~2011 and resulted~~2012 resulting from ~~higher sales near the end~~timing of ~~the quarter.~~sales. Inventory decreased ~~$2.7~~$4.0 million from ~~$20.9~~$20.9 million at September 30, 2011 to ~~$18.1~~$16.9 million at ~~December~~March 31, ~~2011. The lower inventory is~~2012 due to ~~a concerted effort~~ongoing efforts to ~~reduce~~ensure purchases ~~and~~align with production. Accounts payable and accrued liabilities ~~increased~~decreased by ~~$1.3~~$0.2 million from ~~$19.7~~$19.7 million at September 30, 2011 to ~~$20.9~~$19.5 million at ~~December~~March 31, ~~2011~~2012 due to the issuance of common stock decreasing the liability generated by the ESPP, partially offset by increased accrued liabilities due to the timing of payments to our vendors and other service providers.

During the ~~three~~six months ended ~~December~~March 31, ~~2010,~~2011, cash used in operating activities totaled ~~$8.1 million.~~$8.7 million. Excluding changes in working capital, cash used to fund our losses totaled ~~$1.6 million. We transferred $3.0~~$2.5 million ~~into a restricted cash trust account in anticipation of payment of the proposed SEC settlement.~~. We also used ~~$6.6~~$5.5 million to pay down our accounts payable and accrued liabilities and ~~$0.2~~$3.6 million related to a decrease in deferred revenue due to lower purchases from distributors. These uses were partially offset by the generation of cash from the collection of accounts receivable of ~~$2.1~~$0.4 million and operating with lower inventory levels of ~~$0.2 million.~~

$1.4 million.

Accounts receivable decreased ~~$2.1~~$0.4 million from ~~$15.8~~$15.8 million at September 30, 2010 to ~~$13.6~~$15.4 million at ~~December~~March 31, ~~2010.~~2011. The increased cash generated from the collection of accounts receivable iswas due to lower sales in the first ~~quarter~~half of fiscal year ~~2010~~2011 as compared to the ~~fourth quarter~~first half of fiscal year 2010. Inventory decreased ~~$0.2~~$1.4 million from ~~$27.3~~$27.3 million at September 30, 2010 to ~~$27.0~~$25.9 million at ~~December~~March 31, ~~2010.~~2011. Due to positive changes in the availability of materials, we decreased purchasing in the ~~first~~second quarter as compared to the ~~fourth~~first quarter of fiscal year ~~2010.~~2011. Accounts payable decreased by ~~$4.8~~$2.1 million from ~~$13.2~~$13.2 million at September 30, 2010 to ~~$8.5~~$11.1 million at ~~December~~March 31, ~~2010. Accounts payable decreased primarily~~2011 due to a reduction in purchases from our suppliers as industry-wide material shortages eased, as well as the timing of payments to our vendors and other service providers. Accrued expenses decreased by ~~$1.7~~$3.3 million from ~~$16.3~~$16.3 million at September 30, 2010 to ~~$14.6~~$13.0 million at ~~December~~March 31, ~~2010.~~2011. Accrued ~~expenses~~ex

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penses decreased primarily due to the timing of payments to our vendors and ~~other service providers.~~

payment of the SEC settlement in the second quarter of fiscal year 2011.

Net Cash Used In Investing Activities

Investing activities used ~~$0.6 million in~~ cash in the ~~three~~six months ended ~~December~~March 31, ~~2011 for capital expenditures. Investing activities used a total of $1.1 million in cash in the same period last year~~2012 for capital expenditures of ~~$0.4~~$0.3 million and ~~an initial investment~~payments under licensed and purchased intangibles of $0.7 million. Investing activities used cash in ~~an ERP system~~the six months ended March 31, 2011 for capital expenditures of ~~$0.7 million.~~

27$1.7 million

~~Table~~ and payments under licensed and purchased intangibles of ~~Contents~~

$0.8 million.

Net Cash Used In Financing Activities

Financing activities used ~~$0.2~~$0.6 million in cash in the ~~three~~six months ended ~~December~~March 31, ~~2011~~2012, primarily ~~relating to~~for the repurchase and retirement of restricted stock units for payroll taxes paid on behalf of employees. Financing activities used $8.7 million in cash in the six months ended March 31, 2011, primarily for a principal payment of $8.0 million on the Senior Term loan, and $0.6 million for the repurchase and retirement of restricted stock units for payroll taxes.

The timing and number of stock option exercises and employee stock purchases and the amount of cash proceeds we receive through those exercises and purchases are not within our control, and in the future we may not generate as much cash from the exercise of stock options as we have in the past. Unlike the exercise of stock options, the issuance of shares upon vesting of restricted stock units does not result in any cash proceeds to us and requires the use of cash, as we currently allow employees to elect to have a portion of the shares issued upon vesting of restricted stock units withheld to satisfy minimum statutory withholding taxes, which we then pay in cash to the appropriate tax authorities on each participating employee’s behalf.

Capital Resources, including Long-Term Debt, Contingent Liabilities and Operating Leases

Prospective Capital Needs

Our principal sources of liquidity are our existing cash and cash equivalent balances, cash generated from product sales, and the sales or licensing of our ~~intellectual property.~~IP. As of ~~December~~March 31, ~~2011,~~2012, our cash totaled ~~$17.0 million.~~$19.2 million. Our working capital at ~~December~~March 31, ~~2011~~2012 was ~~$24.0 million.~~

$26.3 million.

In order to achieve sustained profitability and positive cash flows from operations, we may need to further reduce operating expenses and/or increase revenue. We have completed a series of cost reduction actions which have improved our operating expense structure. We will continue to perform additional actions, as necessary. Our ability to maintain, or increase, current revenue levels to sustain profitability will depend, in part, on demand for our products. We believe that our existing cash and cash equivalent balances, along with cash expected to be generated from product sales and the sale or licensing of our ~~intellectual property,~~IP, and the ~~reduction in~~careful management of working capital requirements, ~~from lower inventory levels,~~ will be sufficient to fund our operations and ~~research and development~~R&D efforts, anticipated capital expenditures, working capital, and other financing requirements for the next 12 months. In order to increase our working capital, we may seek to obtain additional debt or equity financing. However, we cannot assure you that such financing will be available to us on favorable terms, or at all, particularly in light of recent economic conditions in the capital markets.

We do not have principal payments on currently outstanding debt due in the next 12 months.

Contractual Obligations

Payment Obligations by Fiscal Year

Remaining
in 2012

2013-2014

2015-2016

2017 and
thereafter

Total

(in thousands)

Convertible subordinated debt (1)

$
—

$
—

$
46,493

$
—

$
46,493

Term A Loan (2)

—

7,857

—

—

7,857

Term B Loan (3)

—

—

9,341

—

9,341

Operating leases (4)

2,343

4,819

1,334

—

8,496

Software licenses (5)

6,744

6,933

5,600

5,600

24,877

Inventory and related purchase obligations (6)

2,572

434

3,006

Total

$
11,659

$
20,043

$
62,768

$
5,600

$
100,070



	Payment Obligations by Fiscal Year
	Remaining in 2012		2013-2014		2015-2016		2017 and thereafter		Total
	(in thousands)
Convertible subordinated debt (1)	$	—	$	—	$	46,493	$	—	$	46,493
Term A Loan (2)	—		7,857		—		—		7,857
Term B Loan (3)	—		—		9,341		—		9,341
Operating leases (4)	1,818		4,818		1,334		—		7,970
Software licenses (5)	3,793		6,934		5,600		5,600		21,927
Inventory and related purchase obligations (6)	3,331		468		—		—		3,799
Total	$	8,942	$	20,077	$	62,768	$	5,600	$	97,387

~~(1)Convertible subordinated debt represents amounts due for our 8% convertible 2014 Debentures due October 2014.~~

~~(2)Term A loan represents amounts due for our 10.5% fixed rate senior notes due February 2014.~~

~~(3)Term B loan represents amounts due for our 8.0% fixed rate senior notes due October 2014.~~

~~(4)~~We lease facilities under non-cancellable operating lease agreements that expire at various dates through 2016. During 2011, we elected to exit our Calle Carga facility, but still have obligations under the lease. Gross lease amounts for the Calle Carga facility are included in these amounts. The Calle Carga lease amounts presented have not been adjusted for any potential sublease income as allowed under relevant accounting guidance.

~~(5)Software license commitments represent non-cancellable licenses~~

Table of ~~IP from third-parties used in the development of our products.~~

~~(6)~~Inventory and related purchase obligations represent non-cancellable purchase commitments for wafers and substrate parts. For purposes of the table above, inventory and related purchase obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms. Our purchase orders are based on our current manufacturing needs and are typically fulfilled by our vendors within a relatively short time.

Contents

(1) Convertible subordinated debt represents amounts due for our 8.0% convertible 2014 Debentures due October 2014.
(2) Term A Loan represents amounts due for our 10.5% fixed rate senior notes due February 2014.
(3) Term B Loan represents amounts due for our 8.0% fixed rate senior notes due October 2014.
(4) We lease facilities under non-cancellable operating lease agreements that expire at various dates through 2016. During 2011, we elected to exit our Calle Carga facility, but still have obligations under the lease. Gross lease amounts for the Calle Carga facility are included in these amounts. The Calle Carga lease amounts presented have not been adjusted for any potential sublease income as allowed under relevant accounting guidance.
(5) Software license commitments represent non-cancellable licenses of IP from third-parties used in the development of our products.
(6)
Inventory and related purchase obligations represent non-cancellable purchase commitments for wafers and substrate parts. For purposes of the table above, inventory and related purchase obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms. Our purchase orders are based on our current manufacturing needs and are typically fulfilled by our vendors within a relatively short time.

Off-Balance Sheet Arrangements

At ~~December~~March 31, ~~2011~~2012, we had no material off-balance sheet arrangements, other than operating leases.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our quantitative and qualitative disclosures about market risk are described in our Annual Report on Form 10-K for the year ended September 30, ~~2011.~~2011. There have been no material changes to these risks during the ~~three~~six months ended ~~December~~March 31, ~~2011.~~

2012.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated as of ~~December~~March 31, ~~2011~~2012, the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of ~~December~~March 31, ~~2011,~~2012, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934, during the quarter ended ~~December~~March 31, ~~2011~~2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Controls

Our disclosure controls and procedures provide our Chief Executive Officer and Chief Financial Officer reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within the Company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time-to-time in our normal course of business, we are a party to various legal claims, actions and complaints. Although the ultimate outcome of these matters cannot be determined, management believes that, as of ~~December~~March 31, ~~2011,~~2012, the final disposition of these proceedings will not have a material adverse effect on the financial position, results of operations, or liquidity of the Company.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended September 30, ~~2011.~~

2011.

ITEM 6. EXHIBITS

~~Exhibit~~

Exhibit

Incorporated by Reference

Filed

Number

Exhibit Description

Form

File Number

Exhibit

Filing Date

Herewith

10.1*

Amendment to ~~Letter~~Employment Agreement, dated ~~effective November 30, 2011,~~February 12, 2012, between ~~the~~ Registrant and ~~Dr. Martin C. Nuss.~~

Christopher R. Gardner

8-K

1-31614

10.1

February 16, 2012

~~10.2*†~~

31.1

~~Vitesse Semiconductor Corporation Fiscal Year 2012 Executive Bonus Plan, dated as of December 1, 2011.~~

~~31.1~~

Certification of Principal Executive officer pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial officer pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document**

101.SCH

XBRL Taxonomy Extension Schema Document**

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB

XBRL Taxonomy Extension Label Linkbase Document**

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document**

*~~Each a management contract or compensatory plan or arrangement required to be filed as an exhibit to this annual report on Form 10-K.~~

**XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

†Certain portions of this agreement have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for an order granting confidential treatment pursuant to Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934.


*	A management contract or compensatory plan or arrangement.


**	XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~February 7,~~

May 8, 2012	VITESSE SEMICONDUCTOR CORPORATION


	By:	/s/ CHRISTOPHER R. GARDNER
		Christopher R. Gardner
		Chief Executive Officer

~~February 7,~~May 8, 2012	VITESSE SEMICONDUCTOR CORPORATION


	By:	/s/ MARTIN S. MCDERMUT
		Martin S. McDermut
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

	December 31,			September 30,
	2011			2011
	(in thousands)

ASSETS
Current assets:
Cash	$	17,049		$	17,318
Accounts receivable, net	10,399			9,591
Inventory	18,133			20,857
Restricted cash	405			404
Prepaid expenses and other current assets	2,285			2,039
Total current assets	48,271			50,209
Property, plant and equipment, net	5,388			5,934
Other intangible assets, net	2,230			1,781
Other assets	2,954			3,070
	$	58,843		$	60,994

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	7,321		$	5,198
Accrued expenses and other current liabilities	13,590			14,463
Deferred revenue	3,362			3,878
Current portion of debt and capital leases	11			11
Total current liabilities	24,284			23,550

Other long-term liabilities	1,759			1,927
Long-term debt, net	15,538			15,444
Compound embedded derivative	4,498			7,796
Convertible subordinated debt, net of discount	41,178			40,736
Total liabilities	87,257			89,453
Commitments and contingencies, See note 10
Stockholders' deficit:
Preferred stock, $0.01 par value. 10,000,000 shares authorized; Series B Non Cumulative, Convertible, 134,720 shares outstanding at December 31, 2011 and September 30, 2011	1			1
Common stock, $0.01 par value. 250,000,000 shares authorized; 24,621,616 and 24,470,280 shares outstanding at December 31, 2011 and September 30, 2011, respectively	246			245
Additional paid-in-capital	1,825,321			1,824,433
Accumulated deficit	(1,853,982		)	(1,853,138		)
Total stockholders' deficit	(28,414		)	(28,459		)
	$	58,843		$	60,994

	Three Months Ended December 31,
	2011			2010
	(in thousands, except per share data)
Net revenues:
Product revenues	$	28,942		$	37,596
Intellectual property revenues	1,049			151
Net revenues	29,991			37,747
Costs and expenses:
Cost of revenues	12,163			14,349
Engineering, research and development	12,425			14,182
Selling, general and administrative	7,424			10,459
Restructuring and impairment charges	28			264
Amortization of intangible assets	67			165
Costs and expenses	32,107			39,419
Loss from operations	(2,116		)	(1,672		)
Other (income) expense:
Interest expense, net	1,948			2,518
(Gain) loss on compound embedded derivative	(3,298		)	3,484
Other expense (income), net	12			(16		)
Other (income) expense, net	(1,338		)	5,986
Loss before income tax expense	(778		)	(7,658		)
Income tax expense	66			74
Net loss	(844		)	(7,732		)

Net loss per common share - basic and diluted	$	(0.03	)	$	(0.32	)

Weighted average common shares outstanding - basic and diluted	24,512			24,050

	Preferred Stock			Common Stock					Additional Paid-in-			Accumulated			Total Stockholders'
(in thousands, except share data)	Shares	Amount		Shares		Amount			Capital			Deficit			Deficit
Balance at September 30, 2011	134,720	$	1	24,470,280		$	245		$	1,824,433		$	(1,853,138	)	$	(28,459	)

Net loss	—	—		—		—			—			(844		)	(844		)
Compensation expense related to stock options, awards and ESPP	—	—		—		—			1,063			—			1,063
Release of restricted stock units	—	—		220,062		2			(2		)	—			—
Repurchase and retirement of restricted stock units for payroll taxes	—	—		(68,726	)	(1		)	(173		)	—			(174		)
Balance at December 31, 2011	134,720	$	1	24,621,616		$	246		$	1,825,321		$	(1,853,982	)	$	(28,414	)

	Three Months Ended December 31,
	2011			2010
	(in thousands)

Cash flows provided by (used in) operating activities:
Net loss	$	(844	)	$	(7,732	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	751			969
Stock-based compensation	1,063			684
Change in fair value of compound embedded derivative liability	(3,298		)	3,484
Loss on asset impairment	4			—
Gain on disposal of fixed assets	(9		)	—
Interest paid in kind	—			336
Amortization of debt issuance costs	68			254
Amortization of debt discounts	579			424
Accretion of debt premiums	(38		)	—
Change in operating assets and liabilities:
Accounts receivable	(808		)	2,093
Inventory	2,724			234
Restricted cash	(1		)	(3,007		)
Prepaids and other assets	(200		)	950
Accounts payable	2,123			(4,751		)
Accrued expenses and other liabilities	(1,045		)	(1,806		)
Deferred revenue	(516		)	(241		)
Net cash provided by (used in) operating activities	553			(8,109		)

Cash flows used in investing activities:
Capital expenditures	(645		)	(1,114		)

Net cash used in investing activities	(645		)	(1,114		)

Cash flows used in financing activities:
Repurchase and retirement of restricted stock units for payroll taxes	(174		)	—
Capital lease obligations	(3		)	(2		)

Net cash used in financing activities	(177		)	(2		)

Net decrease in cash	(269		)	(9,225		)
Cash at beginning of period	17,318			38,127
Cash at end of period	$	17,049		$	28,902

Supplemental disclosure of non cash transactions:
Cash paid during the year for:
Interest	$	2,270		$	2,422
Income taxes	172			316
Non cash investing and financing activites:
Common stock issued in exchange for Series B Preferred Stock	—			3
Common stock issued for restricted stock units	1			—



	Three and Six Months Ended March 31,
	2012	2011
	(in thousands)
Outstanding stock options	1,847	1,906
Outstanding restricted stock units	1,743	1,456
Outstanding warrants	—	8
Convertible preferred stock	674	674
2014 Convertible debentures	10,332	10,332
Term B Loan convertible note	1,887	1,887
ESPP shares	327	—
Total potential common stock excluded from calculation	16,810	16,263

	December 31, 2011								September 30, 2011
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in thousands)
Compound embedded derivative liability	—		—		4,498		4,498		—		—		7,796		7,796
	$	—	$	—	$	4,498	$	4,498	$	—	$	—	$	7,796	$	7,796

	2012			2011
	(in thousands)
Beginning balance at September 30,	$	7,796		$	15,476
Transfers in and /or out of Level 3	—			—
Purchases, sales, issuances, and settlements	—			—
Total net (gains) losses included in earnings	(3,298		)	3,484
Ending balance at December 31,	$	4,498		$	18,960

	Restricted Stock Units		Weighted Average Grant-Date Fair Value per Share
Restricted stock units vested and expected to vest, September 30, 2011	1,295,979		$	4.67
Awarded	1,124,068		2.54
Released	(220,062	)	4.64
Forfeited	(37,954	)	4.54
Restricted stock units vested and expected to vest, December 31, 2011	2,162,031		$	3.60

	Payment Obligations by Fiscal Year
	Remaining in 2012		2013-2014		2015-2016		2017 and thereafter		Total
	(in thousands)
Convertible subordinated debt (1)	$	—	$	—	$	46,493	$	—	$	46,493
Term A Loan (2)	—		7,857		—		—		7,857
Term B Loan (3)	—		—		9,341		—		9,341
Operating leases (4)	2,343		4,819		1,334		—		8,496
Software licenses (5)	6,744		6,933		5,600		5,600		24,877
Inventory and related purchase obligations (6)	2,572		434						3,006
Total	$	11,659	$	20,043	$	62,768	$	5,600	$	100,070


(1)	Convertible subordinated debt represents amounts due for our 8.0% convertible 2014 Debentures due October 2014.


(2)	Term A Loan represents amounts due for our 10.5% fixed rate senior notes due February 2014.


(3)	Term B Loan represents amounts due for our 8.0% fixed rate senior notes due October 2014.


(5)	Software license commitments represent non-cancellable licenses of IP from third-parties used in the development of our products.