Exhibit 99.1
TRIDENT MICROSYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Twelve Months Ended | |
| | December 31, | | | September 30, | | | December 31, | | | December 31, | | | December 31, | |
(In thousands, except per share data) | | 2011 | | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Net revenues | | $ | 60,359 | | | $ | 80,088 | | | $ | 118,578 | | | $ | 298,349 | | | $ | 557,198 | |
Cost of revenues (1) | | | 51,940 | | | | 61,957 | | | | 95,872 | | | | 233,920 | | | | 439,635 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 8,419 | | | | 18,131 | | | | 22,706 | | | | 64,429 | | | | 117,563 | |
% of net revenues | | | 13.9 | % | | | 22.6 | % | | | 19.1 | % | | | 21.6 | % | | | 21.1 | % |
Research and development expenses | | | 31,015 | | | | 36,607 | | | | 43,575 | | | | 138,972 | | | | 175,001 | |
% of net revenues | | | 51.4 | % | | | 45.7 | % | | | 36.7 | % | | | 46.6 | % | | | 31.4 | % |
Selling, general and administrative expenses | | | 12,173 | | | | 16,707 | | | | 17,278 | | | | 65,263 | | | | 79,161 | |
% of net revenues | | | 20.2 | % | | | 20.9 | % | | | 14.6 | % | | | 21.9 | % | | | 14.2 | % |
Goodwill impairment | | | — | | | | — | | | | — | | | | — | | | | 7,851 | |
% of net revenues | | | 0.0 | % | | | 0.0 | % | | | 0.0 | % | | | 0.0 | % | | | 1.4 | % |
Restructuring charges | | | 1,894 | | | | 3,496 | | | | 13,095 | | | | 10,042 | | | | 28,261 | |
% of net revenues | | | 3.1 | % | | | 4.4 | % | | | 11.0 | % | | | 3.4 | % | | | 5.1 | % |
Operating loss | | | (36,663 | ) | | | (38,679 | ) | | | (51,242 | ) | | | (149,848 | ) | | | (172,711 | ) |
% of net revenues | | | (60.7 | )% | | | (48.3 | )% | | | (43.2 | )% | | | (50.2 | )% | | | (31.0 | )% |
Gain (loss) on investment | | | — | | | | — | | | | — | | | | 2,098 | | | | (303 | ) |
Gain on acquisition | | | — | | | | — | | | | — | | | | — | | | | 43,402 | |
Interest and other income (expense), net | | | (1,223 | ) | | | 435 | | | | (1,660 | ) | | | 5,089 | | | | 1,819 | |
| | | | | | | | | | | | | | | | | | | | |
Loss before income taxes | | | (37,886 | ) | | | (38,244 | ) | | | (52,902 | ) | | | (142,661 | ) | | | (127,793 | ) |
% of net revenues | | | (62.8 | )% | | | (47.8 | )% | | | (44.6 | )% | | | (47.8 | )% | | | (22.9 | )% |
Provision for income taxes (2) | | | 6,314 | | | | 874 | | | | 877 | | | | 7,689 | | | | 1,096 | |
% of net revenues | | | 10.5 | % | | | 1.1 | % | | | 0.7 | % | | | 2.6 | % | | | 0.2 | % |
| | | | | | | | | | | | | | | | | | | | |
Net loss | | $ | (44,200 | ) | | $ | (39,118 | ) | | $ | (53,779 | ) | | $ | (150,350 | ) | | $ | (128,889 | ) |
| | | | | | | | | | | | | | | | | | | | |
% of net revenues | | | (73.2 | )% | | | (48.8 | )% | | | (45.4 | )% | | | (50.4 | )% | | | (23.1 | )% |
Basic and diluted net loss per share | | $ | (0.25 | ) | | $ | (0.22 | ) | | $ | (0.31 | ) | | $ | (0.85 | ) | | $ | (0.79 | ) |
Shares used in basic and diluted per share computation | | | 178,905 | | | | 178,237 | | | | 174,772 | | | | 177,393 | | | | 163,438 | |
(1) | Cost of revenues includes inventory related write-downs of $5,195, $6,336, $2,147, $14,442, and $4,771 for the periods shown left to right, respectively. |
(2) | Provision for income taxes includes deferred tax asset valuation allowances of $4,260 for the three and twelve months ended December 31, 2011. |
TRIDENT MICROSYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| | | | | | | | | | | | |
| | December 31, | | | September 30, | | | December 31, | |
(In thousands) | | 2011 | | | 2011 | | | 2010 | |
ASSETS | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 54,208 | | | $ | 35,928 | | | $ | 93,224 | |
Accounts receivable, net | | | 25,998 | | | | 39,475 | | | | 62,328 | |
Accounts receivable from related parties | | | 2,713 | | | | 5,052 | | | | 7,337 | |
Inventories | | | 12,783 | | | | 19,018 | | | | 23,025 | |
Note receivable from related party | | | 20,884 | | | | 20,884 | | | | 20,884 | |
Prepaid expenses and other current assets | | | 11,005 | | | | 11,463 | | | | 18,330 | |
| | | | | | | | | | | | |
Total current assets | | | 127,591 | | | | 131,820 | | | | 225,128 | |
Property and equipment, net (1,2) | | | 9,236 | | | | 25,962 | | | | 31,566 | |
Intangible assets, net (2) | | | 43,913 | | | | 52,001 | | | | 82,921 | |
Long-term receivable from related party | | | — | | | | — | | | | 1,500 | |
Other assets | | | 21,148 | | | | 27,057 | | | | 29,826 | |
| | | | | | | | | | | | |
Total assets | | $ | 201,888 | | | $ | 236,840 | | | $ | 370,941 | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | |
Accounts payable | | $ | 13,152 | | | $ | 15,365 | | | $ | 7,828 | |
Accounts payable to related parties | | | 23,395 | | | | 21,443 | | | | 26,818 | |
Accrued expenses and other current liabilities | | | 49,857 | | | | 48,438 | | | | 79,305 | |
Income taxes payable | | | 3,085 | | | | 3,523 | | | | 2,077 | |
| | | | | | | | | | | | |
Total current liabilities | | | 89,489 | | | | 88,769 | | | | 116,028 | |
Long-term income taxes payable | | | 23,471 | | | | 22,764 | | | | 25,476 | |
Deferred income tax liabilities | | | 301 | | | | 200 | | | | 200 | |
Other long-term liabilities (1) | | | 7,878 | | | | 1,055 | | | | 4,933 | |
| | | | | | | | | | | | |
Total liabilities | | | 121,139 | | | | 112,788 | | | | 146,637 | |
| | | | | | | | | | | | |
Stockholders’ equity | | | | | | | | | | | | |
Common stock | | | 183 | | | | 183 | | | | 177 | |
Additional paid-in capital | | | 441,614 | | | | 440,717 | | | | 434,825 | |
Accumulated deficit | | | (361,048 | ) | | | (316,848 | ) | | | (210,698 | ) |
| | | | | | | | | | | | |
Total stockholders’ equity | | | 80,749 | | | | 124,052 | | | | 224,304 | |
| | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 201,888 | | | $ | 236,840 | | | $ | 370,941 | |
| | | | | | | | | | | | |
(1) | During the three months ended December 31, 2011, Trident entered into an agreement to sell and leaseback its property in Shanghai, China. Property and equipment, net reflects the removal of the net book value of the building, $14,984. Other long-term liabilities includes the deferred gain on the sale of $7,177. |
(2) | The Company is currently performing the necessary analysis to determine whether its long-lived assets were impaired as of December 31, 2011. |
TRIDENT MICROSYSTEMS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Twelve Months Ended | |
| | December 31, | | | September 30, | | | December 31, | | | December 31, | | | December 31, | |
(In thousands, except per share data) | | 2011 | | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
GAAP Gross profit (1) | | $ | 8,419 | | | $ | 18,131 | | | $ | 22,706 | | | $ | 64,429 | | | $ | 117,563 | |
Amortization of acquisition-related intangible assets (2) | | | 7,498 | | | | 7,915 | | | | 9,407 | | | | 33,290 | | | | 48,207 | |
Stock-based compensation expense (3) | | | 55 | | | | 82 | | | | 100 | | | | 287 | | | | 372 | |
Impairment of intangible assets other than goodwill (4) | | | — | | | | — | | | | 761 | | | | — | | | | 2,517 | |
| | | | | | | | | | | | | | | | | | | | |
Non-GAAP Gross profit | | $ | 15,972 | | | $ | 26,128 | | | $ | 32,974 | | | $ | 98,006 | | | $ | 168,659 | |
| | | | | | | | | | | | | | | | | | | | |
% of Net revenues | | | 26.5 | % | | | 32.6 | % | | | 27.8 | % | | | 32.8 | % | | | 30.3 | % |
GAAP Research and development expenses (R&D) | | $ | 31,015 | | | $ | 36,607 | | | $ | 43,575 | | | $ | 138,972 | | | $ | 175,001 | |
Amortization of acquisition-related intangible assets (2) | | | (589 | ) | | | (627 | ) | | | (734 | ) | | | (2,576 | ) | | | (2,818 | ) |
Stock-based compensation expense (3) | | | (559 | ) | | | (698 | ) | | | (927 | ) | | | (2,868 | ) | | | (3,550 | ) |
Impairment of intangible assets other than goodwill (4) | | | — | | | | (729 | ) | | | — | | | | (1,427 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Non-GAAP Research and development expenses | | $ | 29,867 | | | $ | 34,553 | | | $ | 41,914 | | | $ | 132,101 | | | $ | 168,633 | |
| | | | | | | | | | | | | | | | | | | | |
% of Net revenues | | | 49.5 | % | | | 43.1 | % | | | 35.3 | % | | | 44.3 | % | | | 30.3 | % |
GAAP Selling, general and administrative expenses (SG&A) | | $ | 12,173 | | | $ | 16,707 | | | $ | 17,278 | | | $ | 65,263 | | | $ | 79,161 | |
Amortization of acquisition-related intangible assets (2) | | | — | | | | (318 | ) | | | (1,268 | ) | | | (2,442 | ) | | | (4,690 | ) |
Stock-based compensation expense (3) | | | (284 | ) | | | (763 | ) | | | (1,124 | ) | | | (2,682 | ) | | | (2,987 | ) |
Impairment of intangible assets other than goodwill (4) | | | 112 | | | | (4,025 | ) | | | — | | | | (3,913 | ) | | | — | |
Stock options related professional fees (5) | | | (15 | ) | | | (185 | ) | | | (989 | ) | | | (553 | ) | | | (2,211 | ) |
Acquisition-related expenses (6) | | | — | | | | — | | | | 44 | | | | (18 | ) | | | (5,293 | ) |
| | | | | | | | | | | | | | | | | | | | |
Non-GAAP Selling, general and administrative expenses | | $ | 11,986 | | | $ | 11,416 | | | $ | 13,941 | | | $ | 55,655 | | | $ | 63,980 | |
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% of Net revenues | | | 19.9 | % | | | 14.3 | % | | | 11.8 | % | | | 18.7 | % | | | 11.5 | % |
GAAP Operating Loss | | $ | (36,663 | ) | | $ | (38,679 | ) | | $ | (51,242 | ) | | $ | (149,848 | ) | | $ | (172,711 | ) |
Total of above adjustments to Gross profit, R&D and SG&A | | | 8,888 | | | | 15,342 | | | | 15,266 | | | | 50,056 | | | | 72,645 | |
Restructuring Charges (7) | | | 1,894 | | | | 3,496 | | | | 13,095 | | | | 10,042 | | | | 28,261 | |
Impairment of goodwill (4) | | | — | | | | — | | | | — | | | | — | | | | 7,851 | |
| | | | | | | | | | | | | | | | | | | | |
Non-GAAP Operating Loss | | $ | (25,881 | ) | | $ | (19,841 | ) | | $ | (22,881 | ) | | $ | (89,750 | ) | | $ | (63,954 | ) |
| | | | | | | | | | | | | | | | | | | | |
% of Net revenues | | | -42.9 | % | | | -24.8 | % | | | -19.3 | % | | | -30.1 | % | | | -11.5 | % |
GAAP Net loss | | $ | (44,200 | ) | | $ | (39,118 | ) | | $ | (53,779 | ) | | $ | (150,350 | ) | | $ | (128,889 | ) |
Total operating loss adjustments | | | 10,782 | | | | 18,838 | | | | 28,361 | | | | 60,098 | | | | 108,757 | |
Legal settlements (10) | | | — | | | | — | | | | — | | | | (5,412 | ) | | | (2,491 | ) |
(Gain) loss on investment (9) | | | 1,153 | | | | — | | | | — | | | | (945 | ) | | | 303 | |
Gain on acquisition (8) | | | — | | | | — | | | | — | | | | — | | | | (43,402 | ) |
| | | | | | | | | | | | | | | | | | | | |
Non-GAAP Net loss | | $ | (32,265 | ) | | $ | (20,280 | ) | | $ | (25,418 | ) | | $ | (96,609 | ) | | $ | (65,722 | ) |
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% of Net revenues | | | -53.5 | % | | | -25.3 | % | | | -21.4 | % | | | -32.4 | % | | | -11.8 | % |
GAAP basic and diluted net income (loss) per share | | $ | (0.25 | ) | | $ | (0.22 | ) | | $ | (0.31 | ) | | $ | (0.85 | ) | | $ | (0.79 | ) |
| | | | | | | | | | | | | | | | | | | | |
GAAP shares - basic and dilutive | | | 178,905 | | | | 178,237 | | | | 174,772 | | | | 177,393 | | | | 163,438 | |
(1) | Gross profit includes inventory related write-downs of $5,195, $6,336, $2,147, $14,442, and $4,771 for the periods shown left to right, respectively. |
(2) | Amortization of acquisition-related intangible assets represents the amortization of identifiable intangible assets. Management deemed that these acquisition-related charges are not related to Trident’s core operating performance and it is appropriate to exclude those charges from Trident’s non-GAAP financial measures, as it enhances the ability of investors to compare Trident’s period-over-period operating results. |
(3) | Stock-based compensation expense relates primarily to equity awards such as stock options and restricted stock. This is a non-cash expense that varies in amount from period to period and is dependent on market forces that are often beyond Trident’s control. Hence, management excludes this item from the non-GAAP financial measures. |
(4) | Charges for impairment of goodwill and intangible assets were $729 for impairment of licenses and $4,025 for impairment of an enterprise resource planning system for the three months ended September 30, 2011. The charges related to the impairment of the enterprise resource planning system were recalculated and reduced in the three months ended December 31, 2011 by $112. Management believes that these charges are not directly associated with the Company’s core operating performance. |
(5) | Stock options related professional fees are excluded from the non-GAAP net loss calculation. Management believes that these professional fees are not related to the Company’s ongoing business and operating performance of Trident. |
(6) | Acquisition-related expenses represent external costs incurred in connection with our acquisition, which we generally would not have incurred in the normal course of business. |
(7) | Management believes that restructuring charges are not directly associated with the Company’s core operating performance. |
(8) | The purchase price allocation assigned $43,402 to gain on acquisition. Management believes that gain on acquisition is not related to the ongoing business and operating performance of Trident. |
(9) | (Gain) loss on investments includes $1,153 of taxes related to the sale of Trident’s Shanghai property. Management believes that (Gain) loss on investments are not related to the ongoing business and operating performance of Trident. |
(10) | Management believes that legal settlements are not related to the ongoing business and operating performance of Trident. |