Exhibit 99.1 Vitesse Reports Results for Third Quarter Fiscal 2005 CAMARILLO, Calif.--(BUSINESS WIRE)--July 21, 2005--Vitesse Semiconductor Corporation (NASDAQ:VTSS) ("Vitesse" or the "Company") today reported results for the third quarter of fiscal 2005 ended June 30, 2005. Revenues in the third quarter of fiscal 2005 were $51.0 million, compared to $60.4 million in the third quarter of fiscal 2004, and $47.2 million in the second quarter of fiscal 2005. Revenues for the nine months ended June 30, 2005 were $142.6 million, compared to $166.8 million in the nine months ended June 30, 2004. On a generally accepted accounting principles (GAAP) basis, net loss for the third quarter of fiscal 2005 was $11.8 million or $0.05 loss per share compared to net loss of $4.6 million or $0.02 loss per share in the third quarter of fiscal 2004 and net loss of $28.9 million or $0.13 loss per share in the second quarter of fiscal 2005. Net loss for the nine months ended June 30, 2005 was $57.9 million or $0.27 loss per share, compared to net loss of $30.0 million or $0.14 loss per share for the nine months ended June 30, 2004. Non-GAAP net loss for the third quarter of fiscal 2005 was $7.2 million or $0.03 loss per share, compared to non-GAAP net income of $3.5 million or $0.02 income per share in the third quarter of fiscal 2004, and non-GAAP net loss of $9.4 million or $0.04 loss per share in the second quarter of fiscal 2005. Non-GAAP net loss for the nine months ended June 30, 2005 was $26.1 million or $0.12 loss per share, compared to non-GAAP net income of $5.0 million or $0.02 income per share for the nine months ended June 30, 2004. Non-GAAP results for all periods presented exclude certain non-cash expenses including amortization of intangible assets, acquisition-related deferred stock-based compensation, employee stock purchase plan compensation, investment impairment charges, in process research and development charges, restructuring charges, and fixed asset impairment charges, and include an adjustment to income taxes. Excluded unusual cash items consist of acquisition-related other compensation expense, and the gain on sale of certain fixed assets. Vitesse's President and CEO, Lou Tomasetta, said, "In the third quarter we continued to grow revenues in all of our end markets. In particular, Ethernet revenues were strong with production ramps beginning at many of our customers. Financially, we made significant progress towards narrowing our losses, and I am pleased to report that in the quarter we achieved our goal of being cash flow break-even." Conference Call Information The Company will hold a conference call on July 21, 2005 at 2:00 p.m. PDT. A live web cast of the call will be available on Vitesse's web site at www.vitesse.com. Those without Internet access may listen to the live conference call by dialing 1-800-450-5178 (United States and Canada) or 1-706-679-4116 (International). Conference name is "Vitesse Semiconductor Corporation." A replay of the web cast will be available on the Company's web site after the call. A telephone replay of the conference call will be available for seven days, beginning on July 21, 2005 at 4:00 p.m. PDT. Dial-in number for the telephone replay is 1-706-645-9291, conference ID number 7671178. About Vitesse Vitesse designs, develops and markets a diverse portfolio of high-performance, cost-competitive semiconductor solutions for communications and storage networks worldwide. Engineering excellence and dedicated customer service distinguish Vitesse as an industry leader in Gigabit Ethernet LAN, Ethernet-over-SONET, Advanced Switching, Fibre Channel, Serial Attached SCSI, Optical Transport, and other applications. Vitesse innovation empowers customers to deliver superior products for Enterprise, Access, Metro and Core applications. Additional company and product information is available at www.vitesse.com. Forward-Looking Statements This press release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our future operating results and the markets for our products. Our actual results could differ materially from our forward looking statements for a variety of reasons, including among other things, failure of our markets to achieve expected growth, delays or cancellations of orders by our customers, competition in our markets, unexpected expenses or increased expenses associated with bringing new products to market and the discontinuation of certain operations, difficulties in bringing new products to market, costs associated with the integration of acquisitions, and possible future write-downs of assets. For a more complete discussion of the risks and uncertainties that may cause our actual results to differ materially from our forward looking statements, please read the reports we file from time to time with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended September 30, 2004 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2005. Non-GAAP Financial Measures We provide non-GAAP statements of operations data and net income and loss in addition to our GAAP financial information. We believe that it is useful to provide financial analysts and investors with specific detail on expenses and gains that are either non-cash in nature or unusual. We believe that the elimination of non-cash items and unusual gains and losses, as reflected in our non-GAAP information provided in our filings, is helpful to analysts and investors who may wish to use some or all of this information to analyze our current performance, prospects and valuation. Similarly, our management uses the non-GAAP information internally to evaluate our operating performance and in formulating our budget for future periods. For the three months and nine months ended June 30, 2005 and 2004, we have excluded several items from our non-GAAP net income (loss) figures. Excluded non-cash expenses consist of amortization of intangible assets, acquisition-related deferred stock-based compensation, employee stock purchase plan compensation, investment impairment charges, in process research and development charges, restructuring charges and fixed asset impairment charges. Excluded unusual cash items consist of acquisition-related other compensation expense, and the gain on sale of fixed assets recorded in the quarter ended June 30, 2004. In addition to the adjustments discussed above, we also apply a non-GAAP tax rate to our non-GAAP income before taxes, which represents an expected long-term target rate based on various tax planning strategies that we have implemented in the past and continue to implement in the future. This rate also assumes a certain mix of foreign shipments based on historical and expected trends, which may result in a shifting of income to lower tax jurisdictions. The non-GAAP tax rate does not take into account the various loss carryforwards, tax credits and reversal of the valuation allowance on the deferred tax assets which may result in a reduced GAAP tax rate. Our GAAP tax rate is expected to be significantly lower than this non-GAAP rate at least through fiscal 2005. Although we believe our non-GAAP measures provide useful information, these measures are not prepared in accordance with GAAP, and are not a substitute for our GAAP financial information. Please consult the reconciliation table immediately following the GAAP Statement of Operations for a reconciliation of GAAP results to non-GAAP results. For complete information on the non-cash expenses and unusual charges and gains eliminated from our GAAP results, please see our financial statements and "Management's Discussion and Analysis of Results of Operations and Financial Condition" that will be included in the periodic report we expect to file with the SEC with respect to the financial periods discussed herein. VITESSE SEMICONDUCTOR CORPORATION FINANCIAL SUMMARY Statement of Operations -- GAAP basis (unaudited) (in thousands except per share data) Three Months Ended Nine Months Ended ---------------------------- ------------------- June 30, June 30, Mar 31, June 30, June 30, 2005 2004 2005 2005 2004 ---------------------------- ------------------- Revenues $50,971 $60,417 $47,158 $142,588 $166,763 Costs and expenses: Cost of revenues 22,415 20,866 21,114 63,727 58,270 Engineering and development 24,775 28,142 27,058 76,707 83,444 Selling, general and administrative 12,725 11,568 12,263 36,815 35,034 Restructuring charge 65 604 10,410 10,475 886 Employee stock purchase plan compensation -- (250) (941) 527 10,088 In process research and development -- 3,700 -- -- 3,700 Amortization of intangible assets 2,331 2,970 2,335 7,043 6,525 --------- -------- --------- --------- --------- Loss from operations, before other expense and income taxes (11,340) (7,183) (25,081) (52,706) (31,184) Other expense, net (456) 2,420 (2,588) (3,716) 1,493 Fixed asset impairment -- -- (1,140) (1,140) -- ------------------ --------- --------- --------- Loss from operations, before income taxes (11,796) (4,763) (28,809) (57,562) (29,691) Income tax expense 40 (203) 89 387 270 --------- -------- --------- --------- --------- Net loss ($11,836) ($4,560) ($28,898) ($57,949) ($29,961) ========= ======== ========= ========= ========= Net loss per share-- diluted ($0.05) ($0.02) ($0.13) ($0.27) ($0.14) ========= ======== ========= ========= ========= Weighted average shares--diluted 216,607 217,109 215,408 215,145 215,433 ========= ======== ========= ========= ========= Condensed Consolidated Balance Sheet Data -- GAAP basis (in thousands) June 30, March 31, Sept 30, 2005 2005 2004 ----------- ----------- --------- (unaudited) (unaudited) Assets: Cash and investments $34,104 $34,063 $183,125 Accounts receivables, net 33,375 38,977 36,447 Inventories, net 40,764 40,845 41,162 Prepaid expenses and other current assets 7,686 8,953 9,524 Restricted cash 814 814 6,600 Property and equipment, net 109,825 113,869 74,403 Restricted deposits 0 0 48,217 Goodwill and intangible assets 240,944 243,082 243,092 Other assets 10,583 10,866 16,448 ----------- ----------- --------- Total assets $478,095 $491,469 $659,018 =========== =========== ========= Liabilities and Shareholders' Equity: Accounts payable $17,881 $18,319 $17,789 Accrued expenses and other current liabilities 31,451 26,076 25,077 Accrued restructuring 3,126 4,386 13,553 Accrued interest 530 752 267 Deferred gain 4,319 4,319 5,210 Income taxes payable 1,784 1,798 1,511 Other long-term liabilities 1,146 6,692 1,146 Convertible debt, due March 2005 0 0 132,746 Convertible debt, due October 2024 96,700 96,700 90,000 Minority interest 772 780 1,481 Shareholders' equity 320,386 331,647 370,238 ----------- ----------- --------- Total liabilities and shareholders' equity $478,095 $491,469 $659,018 =========== =========== ========= VITESSE SEMICONDUCTOR CORPORATION FINANCIAL SUMMARY Reconciliation of GAAP net loss to non-GAAP net income (loss): (in thousands except per share data) Three Months Ended Nine Months Ended ---------------------------- ------------------- June 30, June 30, Mar 31, June 30, June 30, 2005 2004 2005 2005 2004 ------------------------------------------------ GAAP net loss ($11,836) ($4,560) ($28,898) ($57,949) ($29,961) Adjustments to net loss: Amortization of intangibles (1) 2,331 2,970 2,335 7,043 6,525 Amortization of deferred compensation (2) 149 5,169 807 1,467 16,587 Other compensation expense (3) 114 238 752 1,251 1,493 Employee stock purchase plan compensation (4) - (250) (941) 527 10,088 Investment impairment charge (5) (73) - 2,296 2,223 119 In process research and development charge (6) - 3,700 - - 3,700 Restructuring charge (7) 65 604 10,410 10,475 886 Gain on sale of fixed assets (8) - (3,235) - - (3,235) Fixed asset impairment charge (9) - - 1,140 1,140 - Income taxes (10) 2,066 (1,178) 2,732 7,744 (1,154) --------- -------- --------- --------- --------- Non-GAAP net income (loss) ($7,184) $3,458 ($9,367) ($26,079) $5,048 ========= ======== ========= ========= ========= GAAP net loss per share--diluted ($0.05) ($0.02) ($0.13) ($0.27) ($0.14) Adjustment to net loss per share-- diluted 0.02 0.04 0.09 0.15 $0.16 --------- -------- --------- --------- --------- Non-GAAP net income (loss) per share-- diluted ($0.03) $0.02 ($0.04) ($0.12) $0.02 ========= ======== ========= ========= ========= Shares used to calculate non-GAAP net income (loss) per share--diluted 216,607 226,039 215,408 215,145 225,935 ========= ======== ========= ========= ========= Non-GAAP Adjustments: The GAAP net loss has been adjusted to reflect the following: (1) The elimination of the non-cash amortization of identifiable intangible assets associated with purchase acquisitions. (2) The elimination of the non-cash amortization of deferred compensation expense associated with stock options issued in purchase transactions, which amounts are included under Engineering and development expense. (3) The elimination of other compensation expense related to purchase transactions, which amounts are included under engineering and development expense. (4) The elimination of the non-cash charge for employee stock purchase plan compensation that was recorded under the variable method of accounting in accordance with Emerging Issues Task Force 97-12, "Accounting for Increased Share Authorizations in an IRS Section 423 Employee Stock Purchase Plan under APB Opinion No. 25." This amount can vary significantly based on changes in future stock price and levels of employee participation. (5) The elimination of long-term investment impairment charges, which amounts are included under other expenses, net. (6) The elimination of the non-cash in process research and development charge associated with our acquisition of Cicada. (7) The elimination of a restructuring charge for excess facilities, severance expense, and fixed asset impairment. (8) The elimination of the gain on sale of certain test equipment. (9) The elimination of a fixed asset impairment charge related to leased manufacturing equipment. (10) The income tax adjustment from a GAAP rate to a non-GAAP rate of 22%, which represents an expected long-term target rate based on various tax planning strategies that the Company has implemented in the past and plans to continue in the future. This adjustment is included in income tax expense (benefit) for each of the periods presented. The non-GAAP tax rate does not take into account the various loss carry forwards, tax credits and reversal of the valuation allowance on the deferred tax assets which may result in a different GAAP tax rate. CONTACT: Vitesse Semiconductor Corporation Yatin Mody, 805-388-3700 (Investor Relations)