UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

Form 10-Q



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

For the quarterly period ended ~~March 31,~~June 30, 2014



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

4721 Calle Carga

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 ~~May 2,~~August 1, 2014, there were outstanding ~~58,715,634~~67,697,535 shares of the registrant’s Common Stock, $0.01 par value.

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VITESSE SEMICONDUCTOR CORPORATION

UNAUDITED QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2014

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements
	Unaudited Consolidated Balance Sheets as of ~~March 31,~~June 30, 2014 and September 30, 2013	3
	Unaudited Consolidated Statements of Operations for the Three and ~~Six~~Nine Months Ended ~~March 31,~~June 30, 2014 and 2013	4
	Unaudited Consolidated Statements of Stockholders’ Equity for the ~~Six~~Nine Months Ended ~~March 31,~~June 30, 2014	5
	Unaudited Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~March 31,~~June 30, 2014 and 2013	6
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2317
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3529
Item 4.	Controls and Procedures	3529

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	3630
Item 1A.	Risk Factors	3630
Item 6.	Exhibits	3630

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PART I. FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

VITESSE SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED BALANCE SHEETS


	March 31, 2014			September 30, 2013			June 30, 2014			September 30, 2013
	(in thousands, except par value)						(in thousands, except par value)
ASSETS
Current assets:
Cash	$	48,201		$	68,863		$	70,812		$	68,863
Accounts receivable	9,921			9,807			10,101			9,807
Inventory, net	11,347			10,692			11,237			10,692
Restricted cash							793			101
Prepaid expenses and other current assets	2,067			1,897			2,175			1,796
Total current assets	71,536			91,259			95,118			91,259
Property, plant and equipment, net	3,308			3,107			2,944			3,107
Other intangible assets, net	1,502			1,170			1,569			1,170
Other assets	3,652			3,425			3,548			3,425
	$	79,998		$	98,961		$	103,179		$	98,961

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	7,748		$	7,436		$	7,693		$	7,436
Accrued expenses and other current liabilities	12,588			12,245			12,060			12,245
Current portion of debt, net	32,031			—			32,375			—
Deferred revenue	3,529			2,215			3,030			2,215
Total current liabilities	55,896			21,896			55,158			21,896
Other long-term liabilities	497			407			470			407
Long-term debt, net	16,243			16,366			16,328			16,366
Convertible subordinated debt, net	—			44,384			—			44,384
Total liabilities	72,636			83,053			71,956			83,053
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.01 par value: 10,000 shares authorized; no shares issued or outstanding	—			—			—			—
Common stock, $0.01 par value: 250,000 shares authorized; 58,716 and 57,545 shares outstanding at March 31, 2014 and September 30, 2013, respectively	587			575
Common stock, $0.01 par value: 250,000 shares authorized; 67,342 and 57,545 shares outstanding at June 30, 2014 and September 30, 2013, respectively							673			575
Additional paid-in-capital	1,894,305			1,891,661			1,922,468			1,891,661
Accumulated deficit	(1,887,530		)	(1,876,328		)	(1,891,918		)	(1,876,328		)
Total stockholders’ equity	7,362			15,908			31,223			15,908
	$	79,998		$	98,961		$	103,179		$	98,961

See accompanying notes to unaudited consolidated financial statements.

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VITESSE SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended March 31,						Six Months Ended March 31,						Three Months Ended June 30,						Nine Months Ended June 30,
	2014			2013			2014			2013			2014			2013			2014			2013
	(in thousands, except per share data)												(in thousands, except per share data)
Net revenues:
Product revenues	$	24,869		$	24,689		$	49,732		$	48,594		$	26,012		$	26,285		$	75,744		$	74,879
Intellectual property revenues	723			64			2,943			1,886			1,139			133			4,082			2,019
Net revenues	25,592			24,753			52,675			50,480			27,151			26,418			79,826			76,898
Costs and expenses:
Cost of product revenues	10,979			11,369			21,655			22,344			12,254			11,666			33,909			34,010
Engineering, research and development	10,896			9,777			21,575			20,281			10,006			11,706			31,581			31,987
Selling, general and administrative	8,005			7,390			15,859			15,360			7,330			7,257			23,189			22,617
Amortization of intangible assets	91			89			179			186			88			80			267			266
Costs and expenses	29,971			28,625			59,268			58,171			29,678			30,709			88,946			88,880
Loss from operations	(4,379		)	(3,872		)	(6,593		)	(7,691		)	(2,527		)	(4,291		)	(9,120		)	(11,982		)
Other expense (income):
Interest expense, net	1,492			1,966			3,196			3,936			1,510			1,983			4,706			5,919
Gain on compound embedded derivative	—			—			—			(803		)	—			—			—			(803		)
Loss on extinguishment of debt	—			—			1,594			—			—			—			1,594			—
Other expense (income), net	32			5			93			(26		)
Other expense, net	1,524			1,971			4,883			3,107			18			31			111			5
Loss before income tax benefit	(5,903		)	(5,843		)	(11,476		)	(10,798		)
Income tax benefit	(72		)	(996		)	(274		)	(919		)
Other expense, net													1,528			2,014			6,411			5,121
Loss before income tax expense (benefit)													(4,055		)	(6,305		)	(15,531		)	(17,103		)
Income tax expense (benefit)													333			129			59			(790		)
Net loss	$	(5,831	)	$	(4,847	)	$	(11,202	)	$	(9,879	)	$	(4,388	)	$	(6,434	)	$	(15,590	)	$	(16,313	)

Net loss per common share - basic and diluted	$	(0.10	)	$	(0.13	)	$	(0.19	)	$	(0.30	)	$	(0.07	)	$	(0.17	)	$	(0.27	)	$	(0.47	)

Weighted average common shares outstanding - basic and diluted	58,327			37,215			57,965			32,587			59,965			38,630			58,631			34,601

See accompanying notes to unaudited consolidated financial statements.

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VITESSE SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


	Common Stock					Additional Paid-in-Capital			Accumulated Deficit			Total Vitesse Semiconductor Corporation Stockholders' Equity			Common Stock					Additional Paid-in-Capital			Accumulated Deficit			Total Stockholders' Equity
(in thousands)	Shares		Amount			Additional Paid-in-Capital			Accumulated Deficit						Shares		Amount			Additional Paid-in-Capital			Accumulated Deficit			Total Stockholders' Equity
Balance at September 30, 2013	57,545		$	575		$	1,891,661		$	(1,876,328	)	$	15,908		57,545		$	575		$	1,891,661		$	(1,876,328	)	$	15,908
Net loss	—		—			—			(11,202		)	(11,202		)	—		—			—			(15,590		)	(15,590		)
Compensation expense related to stock options, awards and ESPP	—		—			2,880			—			2,880
Compensation expense related to stock options, awards and Employee Stock Purchase Plan															—		—			4,466			—			4,466
Issuance of common stock upon exercise of stock options	21		—			47			—			47			49		—			114			—			114
Issuance of shares under ESPP	366		4			905			—			909
Issuance of shares under Employee Stock Purchase Plan															366		4			905			—			909
Issuance of common stock, net of offering costs															8,582		86			26,519			—			26,605
Release of restricted stock units	1,161		12			(12		)	—			—			1,179		12			(12		)	—			—
Repurchase and retirement of restricted stock units for payroll taxes	(377	)	(4		)	(1,238		)	—			(1,242		)	(379	)	(4		)	(1,247		)	—			(1,251		)
Other	—		—			62			—			62			—		—			62			—			62
Balance at March 31, 2014	58,716		$	587		$	1,894,305		$	(1,887,530	)	$	7,362
Balance at June 30, 2014															67,342		$	673		$	1,922,468		$	(1,891,918	)	$	31,223

See accompanying notes to unaudited consolidated financial statements.

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VITESSE SEMICONDUCTOR CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six Months Ended March 31,						Nine Months Ended June 30,
	2014			2013			2014			2013
	(in thousands)						(in thousands)
Cash flows used in operating activities:
Net loss	$	(11,202	)	$	(9,879	)	$	(15,590	)	$	(16,313	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,008			1,327			1,541			1,877
Stock-based compensation	2,880			2,149			4,466			3,305
Change in fair value of compound embedded derivative liability	—			(803		)	—			(803		)
Gain on disposal of assets	(159		)	(153		)	(137		)	(153		)
Loss on extinguishment of debt, net	1,594			—			1,594			—
Amortization of debt issuance costs	98			135			143			203
Amortization of debt discounts	936			1,247			1,365			1,890
Accretion of debt premiums	(15		)	(83		)	(15		)	(126		)
Change in operating assets and liabilities:
Accounts receivable	(114		)	974			(294		)	(1,001		)
Inventory	(655		)	(506		)	(545		)	179
Prepaids and other assets	(569		)	(610		)	(724		)	(841		)
Accounts payable	312			814			57			2,639
Accrued expenses and other liabilities	9			153			(278		)	553
Deferred revenue	1,314			1,134			815			1,888
Net cash used in operating activities	(4,563		)	(4,101		)	(7,602		)	(6,703		)

Cash flows used in investing activities:
Capital expenditures	(1,054		)	(470		)	(1,157		)	(575		)
Proceeds from sale of fixed assets	183			156			183			156
Payments under licensing agreements	(87		)	(98		)	(510		)	(342		)
Net cash used in investing activities	(958		)	(412		)	(1,484		)	(761		)

Cash flows (used in) provided by financing activities:
Cash flows provided by financing activities:
Proceeds from the exercise of stock options and issuances of shares under ESPP	956			863			1,023			866
Net proceeds from the sale of common stock	—			17,055			26,805			54,668
Repurchase of 2014 Debentures	(14,606		)	—			(14,606		)	—
Consent fee on amendment of credit agreement	(308		)	—			(308		)	—
Cash restricted under credit agreement							(687		)	—
Repurchase and retirement of restricted stock units for payroll taxes	(1,242		)	(378		)	(1,251		)	(620		)
Other	59			(4		)	59			(6		)
Net cash (used in) provided by financing activities	(15,141		)	17,536
Net cash provided by financing activities							11,035			54,908

Net (decrease) increase in cash	(20,662		)	13,023
Net increase in cash							1,949			47,444
Cash at beginning of period	68,863			23,891			68,863			23,891
Cash at end of period	$	48,201		$	36,914		$	70,812		$	71,335

Supplemental cash flow information:
Cash paid during the period for:
Cash paid (refunded) during the period for:
Interest	$	2,769		$	2,664		$	4,471		$	4,917
Income taxes	39			76			180			(1,094		)
Non-cash investing and financing activities:
Equity offering costs incurred but not paid							$	200		$	207
Licensing agreement obligation incurred but not paid	$	424		$	—		156			—
Reclassification of compound embedded derivative liability to additional paid-in-capital	—			2,096			—			2,096

See accompanying notes to unaudited consolidated financial statements.

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VITESSE SEMICONDUCTOR CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND ~~SIX~~NINE MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2014 AND 2013

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 used primarily by manufacturers of networking systems for Carrier, Enterprise and ~~Enterprise~~Internet of Things (“IoT”) 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 4721 Calle Carga, 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. The September 30, 2013 balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required for annual periods. Therefore, these financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended September 30, 2013, included in our Annual Report on Form 10-K filed with the SEC on December 5, 2013.

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, the consolidated results of our operations and the consolidated cash flows and the changes in our stockholders’ equity. The results of operations for the three and ~~six~~nine months ended ~~March 31,~~June 30, 2014 are not necessarily indicative of the results to be expected for future quarters or the full year.

~~Foreign Currency Translation~~Reclassifications

~~The functional currency of our foreign subsidiaries is~~Certain reclassifications have been made to prior fiscal year amounts and related footnotes to conform to current fiscal year presentation with no changes to stockholders’ equity amounts or net loss for the ~~United States dollar; however, our foreign subsidiaries transact in local currencies. Consequently, assets~~three and liabilities are translated into United States dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate prevailing during the period. Foreign currency transaction and translation gains and losses are included in results of operations.

nine months ended June 30, 2013.

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 valuation reserves, stock-based compensation, compound embedded derivative valuation, purchased intangible asset valuations and useful lives, asset retirement obligations, 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.

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~~Revenue Recognition~~

~~In accordance with 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 where the earnings process is incomplete.

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 customers. Pursuant to these arrangements, we deliver products to a customer or a designated third-party warehouse based upon the customer’s projected needs, but we 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, 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.

We derive intellectual property revenues from the sale and licensing of our intellectual property, maintenance and support, and royalty revenue following the sale by our licensees of products incorporating the licensed technology. We enter into intellectual property licensing agreements that generally provide licensees the right to incorporate our intellectual property components in their products with terms and conditions that vary by licensee. Our intellectual property licensing agreements may include multiple elements with an intellectual property license bundled with support services. For such multiple-element intellectual property licensing arrangements, we follow the guidance in ASC Topic 605-25, ~~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. The timing of delivery is dependent on, and varies with, the terms of each contract. Other than maintenance and support, there is no continuing obligation under these arrangements after delivery of the intellectual property. 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 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 intellectual property 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.

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

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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.

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.

~~Shipping and Handling Fees and Costs~~

~~Amounts billed to customers for shipping and handling is presented in product revenues. Costs incurred for shipping and handling are included in cost of revenues.~~

~~Engineering, Research and Development Costs~~

Engineering, research and development (“R&D”) costs are expensed when incurred. R&D expenses consist primarily of compensation expenses for employees and contractors engaged in research, design and development activities. R&D expenses also include costs of mask tooling, which we fully expense in the period, electronic design automation tools, software licensing contracts, subcontracting and fabrication, depreciation and amortization, and overhead including facilities expenses.

~~Intellectual property purchased from third-parties is capitalized and amortized over the useful life of the intellectual property.~~

~~Marketing Costs~~

~~All of the costs related to marketing and advertising our products are expensed as incurred or at the time the marketing takes place.~~

~~Stock Based Compensation~~

~~ASC Topic 718,~~ ~~Compensation-Stock Compensation,~~ requires that all stock-based payments to employees, including grants of employee stock options and employee stock purchase rights, be recognized in the financial statements based on their respective grant date fair values. The benefits of tax deductions in excess of recognized compensation cost are required to be reported as a financing cash flow, rather than operating cash flow, as required under previous literature. It is also required to calculate the compensation cost of full-value awards such as restricted stock based on the market value of the underlying stock at the date of the grant. We estimate the expected life of a stock award as the period of time that the award is expected to be outstanding. Expected lives are estimated in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 107, as amended by SAB No. 110, which provides supplemental application guidance based on the views of the SEC. We are further required to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service periods. We estimate the fair value of each award as of the date of grant using various option pricing models, primarily the Black-Scholes option pricing model that was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely transferable. The models consider, among other factors, the expected life of the award and the expected volatility of our stock price. Although the models meet the accounting guidance requirements, the fair values generated by the models may not be indicative of the actual fair values of our awards, as they do not consider other factors important to those stock-based payment awards, such as continued employment, periodic vesting requirements, and limited transferability.

We have elected to recognize compensation expense for all stock-based awards granted after September 30, 2005 on a straight-line basis over the requisite service period for the entire award. The amount of compensation expense recognized through the end of each reporting period is equal to the portion of the grant-date value of the awards that have vested, or for partially vested awards, the value of the portion of the award that is ultimately expected to vest for which the requisite services have been provided.

~~Other Income, Net~~

~~Other income, net, consists of interest income, foreign exchange gains and losses, and other non-operating gains and losses.~~

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~~Income Taxes~~

~~We account for income taxes pursuant to the provisions of ASC Topic 740,~~ ~~Income Taxes~~ (“ASC 740”). Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. We assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent we believe that recovery is not “more likely than not,” we establish a valuation allowance. To the extent we establish a valuation allowance or increase or decrease this allowance in a period, we include an expense or benefit within the tax provision in the statement of operations. ASC Topic 740-10 prescribes a “more likely than not” recognition threshold and measurement analysis for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We recognize potential accrued interest and penalties related to unrecognized tax benefits within the unaudited consolidated statements of operations as income tax expense.

~~Net Loss per Share~~

~~Basic and diluted net loss per share is computed by dividing net 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, shares to be issued under our Employee Stock Purchase Plan (“ESPP”), convertible preferred stock, convertible subordinated debentures (“2014 Debentures”) and senior term B loan. Unexercised stock options, restricted stock units, and unvested shares to be issued under our ESPP, are considered to be common stock equivalents if, using the treasury stock method, they are determined to be dilutive.

Under the two-class method of determining earnings for each class of stock, we consider the dividend rights and participating rights in undistributed earnings for each class of stock. The allocation of undistributed earnings to preferred shares is equal to the amount of earnings per common share that would be distributed on an as-converted basis.

Risks and Uncertainties

Our future results of operations involve a number of risks and uncertainties. Factors that could affect our business or future results and cause actual results to vary materially from historical results include, but are not limited to, the highly cyclical nature of the semiconductor industry; our high fixed costs; declines in average selling prices; decisions by our IC manufacturer customers to curtail outsourcing; our substantial indebtedness; our ability to fund liquidity needs; our failure to maintain an effective system of internal controls; product return and liability risks; the absence of significant backlog in our business; our dependence on international operations and sales; proposed changes to United States tax laws; that our management information systems may prove inadequate; our ability to attract and retain qualified employees; difficulties consolidating and evolving our operational capabilities; our dependence on materials and equipment suppliers; our loss of customers; adverse tax consequences; the development of new proprietary technology and the enforcement of intellectual property rights by or against us; the complexity of packaging and test processes in our industry; competition; our need to comply with existing and future environmental regulations; and fire, flood or other calamity affecting us or others with whom we do business.

Our current debt is comprised of our 2014 Debentures, of which the total principal amount of $32.8 million is due in October 2014. Our long-term debt is comprised of our senior term loans (the “Term A Loan” and “Term B Loan”, which we collectively refer to as our “Term A and B Loans”) which have a total principal amount of $17.2 million due on August 31, 2016. We intend to use our existing cash to repay our 2014 Debentures on or before their maturity in October 2014, which will achieve our objective of reducing our outstanding indebtedness but will also reduce our cash balances. In addition, the credit agreement for our Term A and B Loans requires us to maintain an unrestricted cash balance of ~~$8.0 million~~. While we believe that our existing sources of liquidity, along with cash expected to be generated from revenues, will be sufficient to fund our operations for at least the next 12 months after repayment of the 2014 Debentures and to meet our minimum cash covenant, this ultimately may not be the case. If we incur operating losses and negative cash flows in the future, we may need to further reduce or postpone our operating costs or obtain alternate sources of financing, or both. We may need additional capital in the future and may not have access to additional sources of capital on favorable terms or at all. If we raise additional funds through the issuance of equity or debt securities, such securities may have rights, preferences or privileges senior to those of our common stock and our stockholders may experience dilution of their ownership interests.

~~Table of Contents~~

~~Insurance Corporation limits of $250,000. We have never experienced any losses related to these balances; however, our balances are significantly in excess of insured limits.~~Recent Accounting Pronouncements

AtIn May 2014, the FASB issued ASU 2014-09, ~~March 31, 2014~~Revenue from Contracts with Customers, ~~there were~~ ~~four~~which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that ~~accounted for~~ ~~52.2%~~ ~~of accounts receivable. At September 30, 2013, there were~~ ~~four~~ ~~customers that accounted for~~ ~~68.2%~~ ~~of accounts receivable. We believe that this concentration and~~reflects the concentration of credit risk resulting from trade receivables owing from high-technology industry customers is substantially mitigated by our credit evaluation process, relatively short collection periods and maintainingconsideration to which an ~~allowance for anticipated losses. We generally do not require collateral security for outstanding amounts.~~

We currently purchase wafers from a limited number of vendors. Additionally, since we do not maintain manufacturing facilities, we depend upon close relationships with contract manufacturers to assemble our products. We believe there are other vendors who can provide the same quality wafers at competitive prices and other contract manufacturers that can provide comparable services at competitive prices. We anticipate the continued use of a limited number of vendors and contract manufacturers in the near future. We are also dependent upon third-parties for our probe testing. Under our fabless business model, our long-term revenue growth is dependent on our ability to obtain sufficient external manufacturing capacity, including wafer production capacity. We believe that in addition to the vendors currently utilized by us, other vendors would be able to provide these services.

~~Accounts Receivable and Allowance for Doubtful Accounts~~

Accounts receivable are recorded at the invoice amount and presented net of the allowance for doubtful accounts; they do not bear interest. 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 determinedentity expects to be ~~uncollectible~~entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, 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 was nil as of ~~March 31, 2014~~doing so, more judgment and ~~September 30, 2013, respectively.~~

~~Inventory~~

Inventories are stated at lower of cost or market and consist of materials, labor and overhead. Inventory costs are determined using standard costs which approximate actual costs under the first-in, first-out method. Costs include the costs of purchased finished products, sorted wafers, and outsourced assembly, testing, and internal overhead. We evaluate inventories for excess quantities and obsolescence. Our evaluation considers market and economic conditions; technology changes, new product introductions, and changes in strategic business direction; and requires estimates that may include elements that are uncertain. In order to state the inventory at lower of cost or market, we maintain reserves against individual stocking units. Inventory write-downs, once established, are not reversed until the related inventories have been sold or scrapped. If future demand or market conditions are less favorable than our projections, a write-down of inventory may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and ~~would be reflected in cost of product revenues sold in the period the revision is made.~~

~~Property, Plant and Equipment~~

~~Property, plant and equipment are carried at cost less depreciation and amortization. Depreciation and amortization are calculated~~interim periods therein, using ~~the straight-line method over the assets’ remaining estimated useful lives, ranging from~~ ~~three~~ to ~~five~~ years for machinery and equipment, including product tooling; and the shorter of lease terms or estimated useful lives for leasehold improvements. When property, plant and equipment is retired or otherwise disposedeither of the ~~related cost and accumulated depreciation are removed from~~following transition methods: (i) a full retrospective approach reflecting the ~~accounts. Gains and losses from retirements and asset disposals are recorded~~application of the standard in ~~selling, general and administrative (“SG&A”) expenses.~~

~~We evaluate the recoverability of property, plant and equipment in accordance with ASC Topic 360,~~ ~~Property, Plant, and Equipment.~~ We perform periodic reviews to determine whether facts and circumstances exist that would indicate that the carrying amounts of property, plant and equipment exceeds their fair values. If facts and circumstances indicate that the carrying amount of property, plant and equipment might not be fully recoverable, projected undiscounted net cash flows associatedeach prior reporting period with the ~~related asset~~option to elect certain practical expedients, or ~~group~~(ii) a retrospective approach with the cumulative effect of assets over their estimated remaining useful lives are compared against their respective carrying amounts. In the event that the projected undiscounted cash flows are not sufficient to recover the carrying value of the assets, the assets are written down to their estimated fair values. All long-lived assets to be disposed of are reportedinitially adopting ASU 2014-09 recognized at the ~~lower~~date of ~~carrying amount or fair market value, less expected selling costs.~~

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~~Intangible Assets~~

~~Our intangible assets consist primarily of technology licensing agreements with third-parties.~~adoption (which includes additional footnote disclosures). We ~~account for intangible assets in accordance with ASC Topic 350,~~ ~~Intangibles - Goodwill and Other.~~ ~~We evaluate our finite-lived assets for impairment whenever events or changes in circumstances indicate~~are currently evaluating the carrying value of an intangible asset or asset group may not be recoverable. The carrying value of an intangible 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.

~~Fair Value~~

~~ASC Topic 820,~~ ~~Fair Value Measurements~~ (“ASC 820”), 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-corroborated 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.

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.

~~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. The valuation was determined using Level 3 inputs.

~~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 informationimpact of our ~~common stock into which the Term B Loan is convertible.~~

~~Table~~pending adoption of ~~Contents~~

~~Convertible Subordinated Debt~~

We use a binomial-lattice model to estimate the fair value of our 2014 Debentures. At inception, the 2014 Debentures required bifurcation and accounting at fair value because the economic and contractual characteristics of the compound embedded derivative met the criteria for bifurcation and separate accounting due to the conversion price not being indexed to our own stock. As more fully described in Note 4, the 2014 Debentures no longer require bifurcation and a final valuation of the compound embedded derivative was completed in October 2012.

The valuation methodologies we use as described above require considerable judgment and 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.

~~Warranty~~

~~We generally warrant our products against defects for~~ ~~one~~ year from date of shipment, with certain exceptions in which the warranty period can extend to more than one year based on contractual agreements. A warranty reserve is recorded against revenue when products are shipped. At each reporting period, we adjust our reserve for warranty claims basedASU 2014-09 on our ~~actual warranty claims experience as a percentage of net revenue for~~consolidated financial statements and have not yet determined the ~~preceding~~ 12 ~~months and also consider~~method by which we will adopt the ~~effect of known operational issues that may have an impact that differs from historical trends. Historically, our warranty returns have not~~standard in 2017.

~~been material.~~

~~Contingencies~~

We assess our exposure to loss contingencies, including environmental, legal and income tax matters, and provide an accrual for exposure if it is judged to be probable and reasonably estimable. If the actual loss from a loss contingency differs from management’s estimates, results of operations could be adjusted upward or downward.

~~Recent Accounting Pronouncements~~

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of Unrecognized Tax Benefit When a NetOperating Loss Carryforward, A Similar Tax Loss, or a Tax Credit Carryforward Exists (A Consensus the FASB Emerging Issues Task Force). ASU 2013-11 provides guidance on financial statement presentation of unrecognized tax benefit when a netoperating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The FASB’s objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. This ASU applies to all entities with unrecognized tax benefits that also have tax loss or tax credit carryforwards in the same tax jurisdiction as of the reporting date. This amendment is effective for public entities for fiscal years beginning after December 15, 2013, and interim periods within those years. We do not expect the adoption of this standard to have a material impact on our unaudited ~~condensed~~ consolidated financial position and results of operations.

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NOTE 2-COMPUTATION OF NET LOSS PER SHARE

For the three and ~~six~~nine months ended ~~March 31,~~June 30, 2014 and 2013, we recorded a net loss. As such, all outstanding potential common shares were excluded from the diluted earnings per share computation.

The following potentially dilutive common shares are excluded from the computation of net loss per share.


	Three and Six Months Ended March 31,		June 30,
	2014	2013	2014	2013
	(in thousands)		(in thousands)
Outstanding stock options	3,014	2,130	2,964	2,110
Outstanding restricted stock units	2,393	2,388	2,377	2,031
ESPP shares	310	518
Employee Stock Purchase Plan shares			355	518
Convertible preferred stock	—	674	—	674
2014 Debentures	7,298	10,332	7,298	10,332
Term B Loan	1,887	1,887	1,887	1,887
Total potential common stock excluded from calculation	14,902	17,929
Total potential common shares excluded from calculation			14,881	17,552

NOTE 3-INVENTORY, NET


	March 31, 2014		September 30, 2013		June 30, 2014		September 30, 2013
	(in thousands)				(in thousands)
Raw materials	$	684	$	1,220	$	1,110	$	1,220
Work-in-process	6,027		3,652		5,296		3,652
Finished goods	4,636		5,820		4,831		5,820
Total inventory, net	$	11,347	$	10,692	$	11,237	$	10,692

NOTE 4-DEBT


	March 31, 2014		September 30, 2013		June 30, 2014		September 30, 2013
	(in thousands)				(in thousands)
Term A Loan, bearing interest at 9.0% and 10.5% as of March 31, 2014 and September 30, 2013, respectively, due August 2016	$	7,775	$	7,919
Term B Loan, convertible, bearing interest at 9.0% and 8.0% as of March 31, 2014 and September 30, 2013, respectively, due August 2016	8,468		8,444
Term A Loan, bearing interest at 9.0% and 10.5% as of June 30, 2014 and September 30, 2013, respectively, due August 2016					$	7,783	$	7,919
Term B Loan, convertible, bearing interest at 9.0% and 8.0% as of June 30, 2014 and September 30, 2013, respectively, due August 2016					8,545		8,444
Other	—		3		—		3
Long-term debt, net	16,243		16,366		16,328		16,366
2014 Debentures, convertible, 8.0% fixed-rate notes, due October 2014	32,031		44,384		32,375		44,384
Total debt, net	$	48,274	$	60,750	$	48,703	$	60,750

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Additional information about our debt is as follows:


	Term A Loan			Term B Loan			2014 Debentures			Term A Loan			Term B Loan			2014 Debentures
	(in thousands)									(in thousands)
Principal	$	7,857		$	9,342		$	32,843		$	7,857		$	9,342		$	32,843
Unamortized debt discount	(82		)	(874		)	(812		)	(74		)	(797		)	(468		)
Carrying value	$	7,775		$	8,468		$	32,031		$	7,783		$	8,545		$	32,375

Interest payable terms	Quarterly, in arrears			Quarterly, in arrears			Semi-annually, in arrears			Quarterly, in arrears			Quarterly, in arrears			Semi-annually, in arrears
Annual effective interest rate	9.5		%	13.5		%	12.2		%	9.5		%	13.5		%	12.2		%
Conversion rate per common share	n/a			$	4.95		$	4.50		n/a			$	4.95		$	4.50

~~The Term~~Our current debt is comprised of our convertible subordinated debentures (“2014 Debentures”). Our long-term debt is comprised of our senior term loans (the “Term A Loan” and “Term B ~~Loan conversion terms are substantially similar~~Loan”, which we collectively refer to ~~the conversion terms of the 2014 Debentures,~~ as ~~described below. At~~ ~~March 31, 2014, conversion of the outstanding principal amount of the Term B Loan would result in the issuance of~~ ~~1.9 million~~ ~~shares of common stock. We can elect to settle any conversion in stock, cash or a combination of stock and cash.~~

~~The Term~~our “Term A and B ~~Loans are collateralized by substantially all of our assets.~~

~~Prepayment of the 2014 Debentures is permitted at~~ ~~100%~~ ~~of the principal amount plus accrued and unpaid interest 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. At~~ ~~March 31, 2014, conversion of the outstanding principal amount of the 2014 Debentures would result in the issuance of~~ ~~7.3 million~~ shares of common stock. We can elect to settle any conversion in stock, cash or a combination of stock and cash. The compound embedded derivative, which expired October 30, 2012, was comprised of the conversion option and a make-whole payment for foregone interest if the holder converted the debenture early. Upon expiration of the make-whole payment for forgone interest, the compound embedded derivative no longer met the criteria for bifurcation as all components of the conversion feature were indexed to our own stock. A final valuation of the compound embedded derivative was completed on October 30, 2012. We recorded a gain of ~~$0.8 million~~ ~~into earnings due to the change in value and reclassified the final liability value of~~ ~~$2.1 million, from other long-term liabilities, to equity. The 2014 Debentures are collateralized by a second priority interest in substantially all of our assets.~~Loans”).

The credit agreements for the Term A and B Loans and 2014 Debentures 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, indebtedness at its 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 a 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 and $6.00 per share. ~~Upon~~During the ~~occurrence~~three months ended June 30, 2014, cash of ~~certain change in control events, the holders~~$0.7 million was restricted for payment of the ~~Term A and B Loans may require us to redeem all or a portion~~2014 Debentures following the sale of assets under the terms of the ~~loans at~~ ~~100%~~ ~~of the principal amount plus accrued and unpaid interest.~~credit agreement.

On November 5, 2013, we amended the credit agreement for the Term A and B Loans (the “Amendment”). The Amendment extends the maturity dates of our outstanding Term A Loan and Term B Loan from February 4, 2014 and October 30, 2014, respectively, to August 31, 2016, and also provides that the Term A and B Loans will each bear interest in cash at 9.0% per annum payable quarterly in arrears. The Amendment provides us with a right to optionally prepay the Term A and B Loans in whole or in part, at any time and from time-to-time, subject to the payment of a prepayment fee. The prepayment fee is 5% of the aggregate principal amount repaid for prepayments made prior to October 30, 2014, 3% for prepayments made on or after October 30, 2014 but prior to October 30, 2015, and 2% for prepayments made on or after October 30, 2015. The credit agreement for the Term A and B Loans continues to require that we prepay the Term A and B Loans upon the occurrence of certain prepayment events, but the Amendment provides us with greater flexibility to sell assets and use the resulting proceeds for purposes other than repaying the Term A and B Loans after repayment of our 2014 Debentures.

The Amendment provides us with the right, so long as no event of default exists under the credit agreement for the Term A and B Loans, to purchase, repay, redeem, or defease any or all of the 2014 Debentures. In addition, the Amendment requires us to maintain an unrestricted cash balance of $8.0 million and achieve minimum quarterly revenues of $10.0 million. We were in compliance with all covenants as of ~~March 31,~~June 30, 2014.

~~Table of Contents~~

The credit agreement for the Term A and B Loans continues to provide the lenders with the right to convert the Term B Loan into shares of our common stock at a conversion price of $4.95 per share through October 30, 2014. After that date, the lenders will not have the right to convert the Term B Loan into common stock.

In connection with the Amendment, we paid the lenders a consent fee of $0.3 million which was recorded as a debt discount and will be amortized over the remaining term of the Term A and B Loans. Additionally, in connection with the Amendment we repurchased $13.7 million principal amount of our 2014 Debentures at 107% of the principal amount thereof plus accrued interest, which eliminated the potential issuance of approximately 3.0 million dilutive common shares. ~~After this transaction, $32.8 million principal amount of 2014 Debentures remain outstanding.~~ We recorded a loss on extinguishment of debt in the amount of $1.6 million related to the repurchase of the 2014 Debentures. After this transaction, $32.8 million principal amount of 2014 Debentures remain outstanding and are due on October 30, 2014.

Debt Maturities

Maturity of our total aggregated outstanding debt is as follows:

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Fiscal Year	(in thousands)
2014	$	—
2015	32,843
2016	17,199
Total	$	50,042

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.

NOTE 5-FAIR VALUE MEASUREMENTS ~~AND DERIVATIVE LIABILITY~~

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

2014 2013
(in thousands)
Beginning balance September 30 $ —
$ 2,899
Transfer to equity —
(2,096 )
Total net gains included in earnings —
(803 )
Ending balance March 31 $ —
$ —

The compound embedded derivative liability, which was included in long-term liabilities, represented the value of the equity conversion feature and a “make-whole” feature of the 2014 Debentures. The make-whole payment for foregone interest expired October 30, 2012, and upon its expiration, the compound embedded derivative no longer met the criteria for bifurcation as all components of the derivative were indexed to our own stock.

We measure the fair value of our Term A and B Loans and 2014 Debentures, which are carried at ~~amortized/accreted~~amortized cost, on a quarterly basis for disclosure purposes.

We use a binomial-lattice model to estimate fair values of ~~our~~these financial instruments. ~~The key unobservable input utilized in the model for our Term B Loan and 2014 Debentures includes a discount rate of~~ ~~6.8%~~ ~~and 5.9%, respectively.~~ The estimated fair value of our Term A Loan is determined using Level 3 inputs based primarily on the comparability of its terms to the terms we could obtain, for similar instruments, in the current market. The key unobservable input utilized in the model for our Term B Loan and 2014 Debentures includes a discount rate of 4.1% and 3.3%, respectively.

~~Table of Contents~~

The estimated fair values of our financial instruments are as follows:


	March 31, 2014			September 30, 2013				June 30, 2014				September 30, 2013
	Carrying value	Fair value		Carrying value		Fair value		Carrying value		Fair value		Carrying value		Fair value
	(in thousands)							(in thousands)
Term A Loan	7,775	$	8,443	$	7,919	$	8,165	$	7,783	$	8,840	$	7,919	$	8,165
Term B Loan	8,468	10,260		8,444		9,781		8,545		10,360		8,444		9,781
2014 Debentures	32,031	36,510		44,384		49,282		32,375		34,615		44,384		49,282

NOTE 6-STOCKHOLDERS’ EQUITY

Authorized Capital Stock

We are authorized to issue up to 250 million shares of common stock, par value $0.01, per share, of which 9.2 million shares are reserved for future potential issuance upon conversion of debt, ~~8.5~~8.4 million shares of common stock have been reserved for issuance under our stock compensation plans, and 3.4 million shares of common stock are reserved for issuance under

our ~~ESPP.~~Employee Stock Purchase Plan (“ESPP”).

~~We are authorized to issue up to~~ ~~10 million~~ ~~shares of preferred stock, with a par value of~~ ~~$0.01~~ ~~per share, none of which~~

~~are outstanding.~~

In ~~December 2012,~~June 2014, we raised ~~$17.1~~$26.6 million,, net of offering ~~costs~~expenses of ~~$1.6~~$2.1 million,, from the registered public sale of ~~10,651,280~~8,582,076 shares of common stock at ~~$1.75~~$3.35 per ~~share, which was a discount to the market price of our common stock.~~share.

~~In June 2013, we raised an additional~~ ~~$37.4 million, net of offering expenses of~~ ~~$2.8 million, from the registered public sale of~~ ~~18,720,000~~ ~~shares of common stock at~~ ~~$2.15~~ ~~per share, which was a discount to the market price of our common stock.~~

NOTE 7-STOCK BASED COMPENSATION

Stock Options

We have in effect one stock incentive plan, the 2013 Incentive Plan (the “Plan”), under which non-qualified stock options and restricted stock units have been granted to employees and non-employee directors. ~~Options generally expire~~ 10 ~~years from the date of grant.~~

The Compensation Committee of the Board of Directors determines the stock based compensation grants. The exercise price of options is the closing price on the date the options are granted. The fair value of each option grant is generally estimated on the date of the grant using the Black-Scholes option-pricing model.

Under the Plan, we have 1.8 million shares available for future grant as of ~~March 31,~~June 30, 2014. The 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. The Plan uses a “fungible share” concept, pursuant to which shares that are subject to appreciation awards (such as stock options and stock appreciation rights) are counted against the Plan share limit on a 1-for-1 basis for every such share subject to appreciation awards, and shares that are subject to full value awards (such as awards of stock, restricted stock and restricted stock units) are counted against the Plan share limit at a ratio of ~~1.5~~ ~~shares for every share subject to the full~~

~~value award.~~

~~As of~~ ~~March 31, 2014, none of our stock-based awards are classified as liabilities. We did not capitalize any stock-based compensation cost.~~

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Compensation cost related to our Plan and ESPP is as follows:


	Three Months Ended March 31,				Six Months Ended March 31,				Three Months Ended June 30,				Nine Months Ended June 30,
	2014		2013		2014		2013		2014		2013		2014		2013
	(in thousands)								(in thousands)
Cost of revenues	$	225	$	144	$	409	$	298	$	210	$	161	$	619	$	459
Engineering, research and development	585		379		1,070		765		573		428		1,643		1,193
Selling, general and administrative	805		483		1,401		1,086		803		567		2,204		1,653
Total stock-based compensation expense	$	1,615	$	1,006	$	2,880	$	2,149	$	1,586	$	1,156	$	4,466	$	3,305

As of ~~March 31,~~June 30, 2014, there was ~~$8.6~~$7.2 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 for stock options and restricted stock units expected to be recognized is approximately ~~1.7~~1.4 years and ~~2.1~~1.9 years, respectively. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that we grant additional equity awards and our stock price increases.

Activity in stock option awards is as follows:


	Shares (in thousands)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (in thousands)		Shares (in thousands)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (in thousands)
Options outstanding, September 30, 2013	2,089		$	13.43	6.67	$	591	2,089		$	13.43	6.67	$	591
Granted	1,014		2.53					1,014		2.53
Exercised	(21	)	2.29					(49	)	2.35
Cancelled or expired	(68	)	108.50					(90	)	86.22
Options outstanding, March 31, 2014	3,014		7.67		7.47	3,214
Options exercisable, March 31, 2014	1,687		$	11.66	6.09	$	1,062
Options outstanding, June 30, 2014								2,964		7.64		7.23	1,792
Options exercisable, June 30, 2014								1,649		$	11.67	5.85	$	578

This intrinsic value represents the excess of the fair market value of our 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 $~~4.20~~3.45 as of ~~March 31,~~June 30, 2014, which would have been received by the option holders had those option holders exercised their in-the-money options as of those dates. There were 0.6 million in-the-money stock options that were exercisable as of ~~March 31,~~June 30, 2014.

Expected volatility used to estimate the fair value of options granted is based on the historical volatility of our common stock. The risk-free interest rate is based on the United States Treasury constant maturity rate for the expected life of the stock option. The expected life of a stock award is the period of time that the award is expected to be outstanding. Expected lives are estimated in accordance with SAB No. 107, as amended by SAB No. 110, which provides supplemental application guidance based on the views of the SEC.

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


	Six Months Ended March 31,		Nine Months Ended June 30,
	2014	2013	2014	2013
Expected life (in years)	5.79	5.63	5.79	5.65
Expected volatility:
Weighted-average	81.5%	82.1%	81.5%	82.0%
Range	79.5% - 81.6%	80.5% - 82.1%	79.5% - 81.6%	79.8% - 82.1%
Expected dividend	—	—	—	—
Risk-free interest rate	1.7% - 1.9%	.9% - 1.0%	1.7% - 1.9%	.9% - 1.0%

The weighted average fair value at the date of grant of time-based options granted in the ~~six~~nine months ended ~~March 31,~~June 30, 2014 and 2013 was $1.75 and $1.43, respectively.

On December 10, 2013, we granted 500,000 market-based stock options at an exercise price of $2.53 to executive officers. The

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market-based options vest if either of the following conditions is met prior to December 10, 2018: (i) the closing price of our ~~Common Stock~~common stock equals or exceeds twice the exercise price of $2.53 for 30 consecutive trading days; or (ii) a change in control occurs where the Company’s stockholders receive in consideration of their shares of ~~Common Stock~~common stock cash or other consideration with a value at least equal to twice the exercise price of $2.53. We evaluate stock awards with market conditions as to the probability that the market conditions will be met and estimate the date at which the market conditions will be met in order to properly recognize stock-based compensation expense over the requisite service period. We used the following assumptions to

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estimate the fair value of the options: expected life of 1.3 years, expected volatility of 80.0%, a zero dividend rate, and a risk-free rate of 2.79%. The market-based options had a grant date per share fair value of $1.86.

The following table provides additional information in regards to options outstanding as of ~~March 31,~~June 30, 2014:


	Options Outstanding				Options Exercisable			Options Outstanding				Options Exercisable
Range of Exercise Price	Number Outstanding (in thousands)	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price		Number Exercisable (in thousands)	Weighted Average Exercise Price		Number Outstanding (in thousands)	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price		Number Exercisable (in thousands)	Weighted Average Exercise Price
$2.10 - $2.26	439	8.92	$	2.11	199	$	2.10	424	8.68	$	2.11	194	$	2.10
2.53	995	9.70	2.53		124	2.53		987	9.45	2.53		116	2.53
2.54 - 4.36	766	7.26	3.45		557	3.49		750	7.03	3.45		542	3.50
4.60 - 47.20	604	5.27	8.10		597	8.12
48.00 - 145.40	210	0.90	57.79		210	57.79
4.60 - 41.20								594	5.08	7.89		588	7.91
42.00 - 145.40								209	0.67	57.39		209	57.39
$2.10 - $145.40	3,014	7.47	$	7.67	1,687	$	11.66	2,964	7.23	$	7.64	1,649	$	11.67

Restricted Stock Units

~~We grant restricted stock units to certain employees and to our non-employee directors. Grants vest over varying terms, to a maximum of~~ ~~four~~ ~~years from the date of the grant. Awards to non-employee directors upon their initial appointment or election to the board vest in installments of~~ ~~33.3%~~ ~~each over the first three anniversaries of the grant date, and annual awards to non-employee directors vest~~ ~~100%~~ on the first anniversary of the grant date. Unvested restricted shares are forfeited if the recipient’s employment terminates for any reason other than special circumstances as determined by the Compensation Committee of the Board of Directors.

Activity for our restricted stock award units is as follows:


	Restricted Stock Units (in thousands)		Weighted Average Grant-Date Fair Value per Share		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)		Restricted Stock Units (in thousands)		Weighted Average Grant-Date Fair Value per Share		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Restricted stock units, September 30, 2013	2,021		$	2.65	1.13	$	6,143	2,021		$	2.65	1.13	$	6,143
Awarded	1,569		2.61					1,600		2.62
Released	(1,161	)	2.70					(1,179	)	2.69
Forfeited	(36	)	2.41					(65	)	2.42
Restricted stock units, March 31, 2014	2,393		$	2.61	1.44	$	10,053
Restricted stock units, June 30, 2014								2,377		$	2.62	1.21	$	8,200

We issue restricted stock units as part of our equity incentive plans. For the majority of restricted stock units granted, the number of shares issued on the date the restricted stock units vest is net of the minimum statutory withholding requirements that we pay in cash to the appropriate taxing authorities on behalf of our employees. The impact of such withholding totaled ~~$1.2~~$1.3 million and ~~$0.4~~$0.6 million for the ~~six~~nine months ended ~~March 31,~~June 30, 2014 and 2013, respectively, and was recorded as settlement on restricted stock tax withholding in the accompanying unaudited consolidated statements of stockholders’ equity. Although shares withheld are not issued, they are treated as common stock repurchases in our unaudited consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting.

Employee Stock Purchase Plan

Pursuant to our ESPP, eligible employees may authorize payroll deductions of up to 15% of their regular base salary subject to certain limits to purchase shares at the lower of 85% of the fair market value of the common stock on the date of the commencement of the offering or on the last day of the 6-month offering period. On January 31, 2014, 0.4 million shares were

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issued at a price per share of $2.46, a 15% discount to the share price on August 1, 2013, the commencement date for the purchase period that ended January 31, 2014. On July 31, 2014, 0.4 million shares were issued at a price per share of $2.55, a 15% discount to the share price on July 31 2014, the last date of the purchase period. We recognized ~~$0.3~~$0.5 million and $0.4 million of stock compensation expense under the ESPP during ~~both~~ the ~~six~~nine months ended ~~March 31,~~June 30, 2014 and ~~2013.~~2013, respectively. We determine the fair value of the ESPP awards using the Black-Scholes pricing model. Underlying assumptions used were as follows:

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	Six Months Ended March 31,		Nine Months Ended June 30,
	2014	2013	2014	2013
Expected life (in years)	0.5	0.5	0.5	0.5
Expected volatility	37.1% - 50.3%	47.6% - 49.8%	37.1% - 50.3%	47.6% - 49.8%
Expected dividend	—	—	—	—
Risk-free interest rate	0.07% - 0.08%	0.11% - 0.14%	0.07% - 0.08%	0.11% - 0.14%

NOTE 8-INCOME TAXES

The income tax ~~benefit~~expense (benefit) as a percentage of loss ~~from operations~~ before income taxes was ~~(2.4)%~~0.4% for the ~~six~~nine months ended ~~March 31,~~June 30, 2014 compared to ~~(8.5)~~(4.6)% for the comparable period in the prior year. Our income tax ~~benefit~~expense (benefit) is primarily impacted by foreign taxes, certain nondeductible interest and share based expenses. The income tax ~~benefit~~expense (benefit) is also impacted by the release of a portion of the valuation allowance related to certain foreign ~~jurisdictions’deferred~~jurisdictions’ deferred tax assets as such balances were more likely than not realizable within the applicable carryforward period based on our analysis of the available positive and

negative evidence.

At ~~March 31,~~June 30, 2014, we had approximately $~~41.7~~43.4 million, ~~$32.8~~$33.0 million, and ~~$133.1~~$133.2 million of federal, state, and foreign Net Operating Losses (“NOLs”), respectively, that can be used in future tax years. In December 2012, we issued 10.7 million shares of common stock in a public offering which ~~is believed to have~~ resulted in a Section 382 ownership change. In general, a Section 382 ownership change occurs if there is a cumulative change in our ownership by “5%” shareholders (as defined in the Internal Revenue Code of 1986, as amended) that exceeds 50 percentage points over a rolling three-year period. An ownership change generally affects the rate at which NOLs and potentially other deferred tax assets are permitted to offset future taxable income. Of our federal NOL amount as of ~~March 31,~~June 30, 2014, $28.1 million is subject to an annual Section 382 limitation of $1.4 million due to the December 2012 ownership change. Since we maintain a full valuation allowance on all of our U.S. and state deferred tax assets, the impact of the ownership change on the future realizability of our U.S. and state deferred tax assets did not result in an impact to our provision for income taxes for the ~~six~~nine months ended ~~March 31,~~June 30, 2014, or on our net deferred tax asset as of ~~March 31,~~June 30, 2014.

~~In June 2013, we issued an additional~~ ~~18.7 million~~ ~~shares of common stock in a public offering. We are in the process of evaluating whether the offering caused a Section 382 ownership change.~~ If an additional ownership change ~~did occur or does occur~~occurs in the future, our ability to utilize our NOL carryforwards and other deferred tax assets to offset future taxable income may be further limited and the value and recoverability of our NOLs and other deferred tax assets could be further diminished.

NOTE ~~9-SEGMENT~~9-SIGNIFICANT CUSTOMERS, CONCENTRATION OF CREDIT RISK AND GEOGRAPHIC INFORMATION

We manage and operate our business through one operating segment.

Net revenues from customers that were equal to or greater than 10% of total net revenues are as follows:

Three Months Ended March 31, Six Months Ended March 31,
2014 2013 2014 2013
Eastele Technology China** 10.6 % *
*
*
WPG Holdings** 23.0 % 16.7 % 23.4 % 14.9 %
Nu Horizons Electronics** *
11.1 % *
11.7 %



	Three Months Ended June 30,				Nine Months Ended June 30,
	2014		2013		2014		2013
Tellabs	*		10.3	%	*		*
WPG Holdings**	26.6	%	19.2	%	24.5	%	16.4	%

__________________________________________________

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

**Distributor

Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and accounts receivable. Cash consists of demand deposits maintained with several financial institutions, which often exceed Federal Deposit Insurance Corporation limits of $250,000. We have never experienced any losses related to these balances; however, our balances are significantly in excess of insured limits.

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At June 30, 2014, there was one customer that accounted for 16.8% of accounts receivable. At September 30, 2013, there were two customers that accounted for 23.8% of accounts receivable. We believe that this concentration and the concentration of credit risk resulting from trade receivables owing from high-technology industry customers is substantially mitigated by our credit evaluation process, relatively short collection periods and maintaining an allowance for anticipated losses. We generally do not require collateral security for outstanding amounts.

Net revenues by geographic area are as follows:


	Three Months Ended March 31,				Six Months Ended March 31,				Three Months Ended June 30,				Nine Months Ended June 30,
	2014		2013		2014		2013		2014		2013		2014		2013
	(in thousands)								(in thousands)
United States	$	4,861	$	7,198	$	11,420	$	18,103	$	5,936	$	5,590	$	17,356	$	23,693
Asia Pacific	17,880		14,037		34,666		26,101		17,606		16,856		52,272		42,957
Europe, Middle East and Africa	2,851		3,518		6,589		6,276		3,609		3,972		10,198		10,248
Total net revenues	$	25,592	$	24,753	$	52,675	$	50,480	$	27,151	$	26,418	$	79,826	$	76,898

We believe a substantial portion of the products billed to original equipment manufacturers (“OEMs”) 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. Product revenues by product line are as follows:


	Three Months Ended March 31,				Six Months Ended March 31,				Three Months Ended June 30,				Nine Months Ended June 30,
	2014		2013		2014		2013		2014		2013		2014		2013
	(in thousands)								(in thousands)
Connectivity	$	10,475	$	9,835	$	19,424	19,973		$	10,132	$	12,199	$	29,556	32,172
Ethernet switching	11,618		10,331		22,954		18,637		14,001		9,541		36,955		28,178
Transport processing	2,776		4,523		7,354		9,984		1,879		4,545		9,233		14,529
Product revenues	$	24,869	$	24,689	$	49,732	$	48,594	$	26,012	$	26,285	$	75,744	$	74,879

NOTE 10-COMMITMENTS AND CONTINGENCIES

Operating Leases and Software Licenses

We lease facilities under non-cancellable operating leases. The leases expire at various dates through fiscal year ~~2016~~2017 and frequently include renewal provisions for varying periods of time, provisions which require us to pay taxes, insurance, maintenance costs, or provisions for minimum rent increases. Minimum leases payments, including scheduled rent increases are recognized as rent expenses on a straight line basis over the applicable lease term. Lease incentives received are recognized as a reduction of rental expense on a straight-line basis over the term of the lease.

Software license commitments represent non-cancellable licenses of intellectual property from third‑parties used in the development of our products.

Future minimum lease payments under non-cancellable operating leases that have remaining non-cancellable lease terms in excess of one year and software licenses are as follows:


	Remaining in 2014		2015		2016		2017		2018		Thereafter		Total		Remaining in 2014		2015		2016		2017		2018		Thereafter		Total
	(in thousands)														(in thousands)
Operating leases	$	1,084	$	1,620	$	370	$	—	$	—	$	—	$	3,074	$	559	$	1,952	$	591	$	110	$	—	$	—	$	3,212
Software licenses	4,314		6,936		3,047		2,900		2,800		—		19,997		1,684		7,136		3,147		2,900		2,800		—		17,667
Total	$	5,398	$	8,556	$	3,417	$	2,900	$	2,800	$	—	$	23,071	$	2,243	$	9,088	$	3,738	$	3,010	$	2,800	$	—	$	20,879

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Litigation

From time-to-time, 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. Although the ultimate outcome of these matters cannot be determined, we believe that as of ~~March 31,~~June 30, 2014, the final disposition of any such proceedings will not have a material adverse effect on our financial position, results of operations, or liquidity. Related legal defense costs are expensed

as incurred.

Guarantees and Indemnities

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 our consolidated financial position. Accordingly, except for established warranty reserves, we have not recorded any liabilities for these agreements as of ~~March 31,~~June 30, 2014 and September 30, 2013.

~~Patents and Licenses~~

~~We have entered into various licensing agreements requiring primarily fixed fee royalty payments. In the event that we fail to pay any 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. We generally warrant our products against defects for one year from date of shipment, with certain exceptions in which the warranty period can extend to more than one year based on contractual agreements. 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. Historically, our warranty returns have not been material.

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 executives, 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, we are unable to determine the maximum amount of losses that we could incur relating to such indemnities.

We have also entered into severance and change-of-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/Product Liability~~

During the normal course of business, we enter into contracts with customers where we agree 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, 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 on our business, financial condition or results of operations. We maintain general and product liability 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, 2013 (“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 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 that are used primarily by manufacturers of networking systems for Carrier, Enterprise and ~~Enterprise~~IoT networking applications. We design, develop and market a diverse portfolio of high-performance, low-power and cost-competitive networking and connectivity IC solutions. For more than 30 years, we have been a leader in the adoption of new technologies in Carrier and Enterprise networking.

Both bandwidth demands and complexity, driven by the introduction of new content-rich services, the convergence of voice, video and data, and enhanced 4G/LTE mobile networks, have risen dramatically in Carrier and Enterprise ~~networks .~~networks. Media-rich devices, such as smartphones and game consoles, require increased bandwidth. New Enterprise deployment options, such as Cloud-based services and social media and telepresence, also spur demand. More recently, there is a trend for increased Ethernet deployment within networks used in Industrial and Military networking, automotive transport, and future Smart Grid applications, collectively referred to as the Internet of Things, ~~(“IoT”).~~or IoT.

As a result, Carrier, Enterprise, and increasingly, IoT networks are transitioning to all-IP and packet-based Ethernet networks that can scale in terms of services, bandwidth and capability, while lowering power consumption and acquisition and operations costs. These networks are based on technology that is significantly more sophisticated, service-aware, secure and reliable than traditional Enterprise-grade Ethernet LAN technology. Such networks are built on new technology that is often referred to as “Carrier Ethernet” in Carrier networks and “Converged Enhanced Ethernet” in Enterprise networks.

Realization of Our Transition Strategy

Several years ago, we embarked on the strategic mission of re-inventing Vitesse to take advantage of the dramatic ongoing transformation of our target networking markets. Our objective is to be ~~the~~a leading supplier of high-performance ICs for the global communications infrastructure markets. In an effort to diversify ourselves and provide new opportunities for growth, 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. Over the last three years we have seen consistent growth in this new product portfolio, which reached ~~33%~~28% and 45% of our total product revenues for fiscal year 2013 and the ~~six~~nine months ended ~~March 31,~~June 30, 2014, respectively.

To continue to grow our new product revenue, we must win market share in high-growth communications market segments. In 2013, we expanded our market focus to include elements of the IoT market, which provides substantial new growth opportunities for ~~the Company.~~Vitesse.

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We believe we have effectively and efficiently targeted these high-growth infrastructure markets with substantial R&D investments over the last five years. To optimize our R&D efficiency, we chose to serve large, growing, independent markets

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which rely increasingly on Ethernet technology: Carrier and Enterprise networks. As we are now four years into the deployment of these new products, we can see that our target markets and products were well chosen. Increasingly, we also now see opportunities for our products and technology within the IoT, where Gigabit Ethernet-based networks are emerging. There is tremendous synergy and cost savings in terms of R&D effort to provide Ethernet switch and PHY products into this emerging adjacent market.

In bringing our new products to market, our customer engagements and number of design opportunities identified by our sales team have consistently increased since 2010. In 2013, design wins for our new products increased by approximately 40% from 2012. We continue to see strong trends in both design wins and design opportunities. Our new products have captured design wins at over 200 customers, including market leaders such as Alcatel-Lucent, Cisco, Ericsson, Hewlett Packard, Huawei, Juniper, Samsung, and ZTE. While many of these wins represented additional business at our most important customers, what we call “same-store-sales,” many others are wins at new customers, and reflect our growing market share.

Because our products are highly complex, it takes our customers 12 to 36 months to go from sample availability to first customer shipment as customers do the necessary development work to complete and qualify their systems in the network. Since it typically takes an additional 12 to 24 months to ramp into full production, we believe design wins represent a good leading indicator of potential future revenues. We model how our customers will ramp from design win to production based on a number of factors, including customer forecast, market segment, type of product, and historical results.

In 2013, we introduced the third-generation of both our switch engine and PHY products. These new products allowed us to significantly increase our served markets in Carrier, Enterprise and IoT networking. We have become the clear choice for meeting our customers’ needs for service delivery, synchronization, security, and software.

We augment our product revenues by leveraging our substantial intellectual property portfolio to generate revenues. Our primary focus for intellectual property licensing has been our Gigabit Ethernet CuPHY and switch cores and our eFEC technology. We license to non-competing third-parties in adjacent or similar markets.

Our accounting policy generally uses the “sell-through” model for sales to our distributors. The “sell-through” model recognizes revenue only upon shipment of the merchandise from our distributor to the final customer. As such, we may have variability in our revenue from quarter-to-quarter as customers have substantial flexibility to reschedule backlog with of our distribution partners as part of the terms and conditions of sale. Our distributor sales were 52.7% , 51.6% and 44.6% of product revenue in fiscal years 2013, 2012 and 2011, respectively, and ~~55%~~57.5% of product revenue for the ~~six~~nine months ended ~~March 31,~~June 30, 2014.

In the normal course of business, we regularly assess our product portfolio to ensure it aligns with our strategy. At such time, we may determine to phase-out products and put them through “end-of-life”, or EOL. When we EOL 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. The EOL announcement can result in near-term increases in our revenues as customers typically respond to these announcements by making last-time-buys to ensure that they have adequate stock on hand to support their production forecast.

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. Our efforts in operations include reductions in materials costs and cycle times, improved product yields, implementation of programs such as lean manufacturing, and an enhanced customer-centric focus. As a fabless semiconductor company, we outsource the majority of our manufacturing. Our successful management of our supply chain has provided us with competitive materials pricing and effective lead times for the materials we purchase. We have sizable advantages due to lower manufacturing fixed costs, reduced cycle times, and lower inventory resulting from our outsourcing of almost all of our wafer fabrication and assembly. During periods of strong demand, we could experience longer lead times, difficulties in obtaining capacity, and/or difficulty in meeting commitments for our required deliveries during periods of strong demand. Average margins vary widely within the markets we serve, with the Carrier networking market having the highest average margins and the Enterprise networking market having the lowest average margins. We endeavor to increase margins by providing products that have significant added value relative to our competition.

We have also streamlined our R&D and selling, general and administrative (“SG&A&A”) organizations, reducing expenses almost 25% over the past three fiscal years. We leverage top-level consultants to help us achieve short-term design goals while ensuring we maintain our in-house engineering talent to drive our overall corporate objectives.

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Critical Accounting Policies and Estimates

~~Our accounting policies are more fully described in Note 1 of the unaudited consolidated financial statements.~~ The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ significantly from those estimates. We base our estimates on historical experience and on various other assumptions that we believe are reasonable in the circumstances. We regularly discuss with our audit committee the basis of our estimates. These estimates could change under different assumptions or conditions.

We believe that our critical accounting policies and estimates, as described in our Annual Report on Form 10-K for the year ended September 30, 2013, are our most critical accounting policies and are most important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments. There have been no significant changes to these policies during the ~~six~~nine months ended ~~March 31,~~June 30, 2014.

Impact of Recent Accounting Pronouncements

For information with respect to recent accounting pronouncements and the impact of these pronouncements see “The Company and Its Significant Accounting Policies” footnote in the accompanying notes to the unaudited consolidated financial statements.

Results of Operations for the three and ~~six~~nine months ended ~~March 31,~~June 30, 2014, as compared to the three and ~~six~~nine months ended ~~March 31,~~June 30, 2013

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

The percentages in the table are based on net revenues.


	Three Months Ended March 31,										Six Months Ended March 31,										Three Months Ended June 30,										Nine Months Ended June 30,
	2014					2013					2014					2013					2014					2013					2014					2013
	$			%		$			%		$			%		$			%		$			%		$			%		$			%		$			%
	(in thousands, except for percentages)																				(in thousands, except for percentages)
Net revenues:
Product revenues	$	24,869		97.2	%	$	24,689		99.7	%	$	49,732		94.4	%	$	48,594		96.3	%	$	26,012		95.8	%	$	26,285		99.5	%	$	75,744		94.9	%	$	74,879		97.4	%
Intellectual property revenues	723			2.8	%	64			0.3	%	2,943			5.6	%	1,886			3.7	%	1,139			4.2	%	133			0.5	%	4,082			5.1	%	2,019			2.6	%
Net revenues	25,592			100.0	%	24,753			100.0	%	52,675			100.0	%	50,480			100.0	%	27,151			100.0	%	26,418			100.0	%	79,826			100.0	%	76,898			100.0	%
Costs and expenses:
Cost of product revenues	10,979			42.9	%	11,369			45.9	%	21,655			41.1	%	22,344			44.3	%	12,254			45.1	%	11,666			44.2	%	33,909			42.5	%	34,010			44.2	%
Engineering, research and development	10,896			42.6	%	9,777			39.5	%	21,575			41.0	%	20,281			40.2	%	10,006			36.9	%	11,706			44.3	%	31,581			39.6	%	31,987			41.6	%
Selling, general and administrative	8,005			31.3	%	7,390			29.9	%	15,859			30.1	%	15,360			30.4	%	7,330			27.0	%	7,257			27.5	%	23,189			29.0	%	22,617			29.4	%
Amortization of intangible assets	91			0.4	%	89			0.4	%	179			0.3	%	186			0.4	%	88			0.3	%	80			0.3	%	267			0.3	%	266			0.3	%
Costs and expenses	29,971			117.2	%	28,625			115.7	%	59,268			112.5	%	58,171			115.3	%	29,678			109.3	%	30,709			116.3	%	88,946			111.4	%	88,880			115.5	%
Loss from operations	(4,379		)	(17.2	)%	(3,872		)	(15.7	)%	(6,593		)	(12.5	)%	(7,691		)	(15.3	)%	(2,527		)	(9.3	)%	(4,291		)	(16.3	)%	(9,120		)	(11.4	)%	(11,982		)	(15.5	)%
Other expense (income):
Interest expense, net	1,492			5.8	%	1,966			7.9	%	3,196			6.1	%	3,936			7.8	%	1,510			5.6	%	1,983			7.5	%	4,706			5.9	%	5,919			7.7	%
Gain on compound embedded derivative	—			—	%	—			—	%	—			—	%	(803		)	(1.6	)%	—			—	%	—			—	%	—			—	%	(803		)	(1.0	)%
Loss on extinguishment of debt	—			—	%	—			—	%	1,594			3.0	%	—			—	%	—			—	%	—			—	%	1,594			2.0	%	—			—	%
Other expense (income), net	32			0.1	%	5			—	%	93			0.2	%	(26		)	(0.1	)%
Other expense, net	1,524			5.9	%	1,971			7.9	%	4,883			9.3	%	3,107			6.1	%	18			0.1	%	31			0.1	%	111			0.1	%	5			—	%
Loss before income tax benefit	(5,903		)	(23.1	)%	(5,843		)	(23.6	)%	(11,476		)	(21.8	)%	(10,798		)	(21.4	)%
Income tax benefit	(72		)	(0.3	)%	(996		)	(4.0	)%	(274		)	(0.5	)%	(919		)	(1.8	)%
Other expense, net																					1,528			5.7	%	2,014			7.6	%	6,411			8.0	%	5,121			6.7	%
Loss before income tax expense (benefit)																					(4,055		)	(15.0	)%	(6,305		)	(23.9	)%	(15,531		)	(19.4	)%	(17,103		)	(22.2	)%
Income tax expense (benefit)																					333			1.2	%	129			0.5	%	59			0.1	%	(790		)	(1.0	)%
Net loss	$	(5,831	)	(22.8	)%	$	(4,847	)	(19.6	)%	$	(11,202	)	(21.3	)%	$	(9,879	)	(19.6	)%	$	(4,388	)	(16.2	)%	$	(6,434	)	(24.4	)%	$	(15,590	)	(19.5	)%	$	(16,313	)	(21.2	)%

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, edge, and access equipment used for transport, switching, routing, mobile

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access, and backhaul in service provider networks. The Enterprise networking market covers Ethernet switching and routing

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equipment used within LANs in SME and SMB networks and Cloud Access services. The Non-core market is comprised of products that have not received additional investment over the last five years and, as a result, have generally been in decline.

The demand for our products is affected by various factors, including our development and introduction of new products, availability and pricing of competing products, capacity constraints at our suppliers, EOL product decisions, and general economic conditions. Therefore, our revenues for the three and ~~six~~nine months ended ~~March 31,~~June 30, 2014 may not necessarily be indicative of future revenues.

Product revenues by market are as follows:


	Three Months Ended March 31,													Three Months Ended June 30,
	2014				2013									2014				2013
	Amount		% of Product Revenues		Amount		% of Product Revenues		Change			% Change		Amount		% of Product Revenues		Amount		% of Product Revenues		Change			% Change
	(in thousands, except percentages)													(in thousands, except percentages)
Carrier networking	$	11,846	47.6	%	$	13,151	53.3	%	$	(1,305	)	(9.9	)%	$	12,035	46.3	%	$	14,368	54.7	%	$	(2,333	)	(16.2	)%
Enterprise networking	12,852		51.7	%	10,857		44.0	%	1,995			18.4	%	13,918		53.5	%	11,368		43.2	%	2,550			22.4	%
Non-core	171		0.7	%	681		2.7	%	(510		)	(74.9	)%	59		0.2	%	549		2.1	%	(490		)	(89.3	)%
Product revenues	$	24,869	100.0	%	$	24,689	100.0	%	$	180		0.7	%	$	26,012	100.0	%	$	26,285	100.0	%	$	(273	)	(1.0	)%


	Six Months Ended March 31,													Nine Months Ended June 30,
	2014				2013									2014				2013
	Amount		% of Product Revenues		Amount		% of Product Revenues		Change			% Change		Amount		% of Product Revenues		Amount		% of Product Revenues		Change			% Change
	(in thousands, except percentages)													(in thousands, except percentages)
Carrier networking	$	24,785	49.8	%	$	27,129	55.8	%	$	(2,344	)	(8.6	)%	$	36,820	48.6	%	$	41,497	55.4	%	$	(4,677	)	(11.3	)%
Enterprise networking	24,619		49.5	%	20,516		42.2	%	4,103			20.0	%	38,537		50.9	%	31,884		42.6	%	6,653			20.9	%
Non-core	328		0.7	%	949		2.0	%	(621		)	(65.4	)%	387		0.5	%	1,498		2.0	%	(1,111		)	(74.2	)%
Product revenues	$	49,732	100.0	%	$	48,594	100.0	%	$	1,138		2.3	%	$	75,744	100.0	%	$	74,879	100.0	%	$	865		1.2	%

The lower Carrier networking revenues are largely attributable to a decrease in sales of older products for SONET ~~mappers and switch products,~~applications, some of which went through EOL in prior periods. The decline is partially offset by increases in sales of our new products, primarily for Carrier Ethernet applications, which increased ~~45%~~more than 65% from the comparable periods in the prior ~~period.~~year.

The higher Enterprise networking revenues are primarily due to increases in sales of our new products, both switches and ~~an increase in sales of our new~~ 10G Ethernet PHYs, as new customers ramp into production. The increases are partially offset by declines in sales of our crosspoint switches and older generation switches and PHYs.

In fiscal 2012, a number of older products went through EOL. Revenues from these EOL products totaled ~~$1.6~~$0.3 million and ~~$4.3~~$3.6 million in the three months ended ~~March 31,~~June 30, 2014 and 2013, respectively, and ~~$4.9~~$5.3 million and ~~$8.8~~$12.4 million in the ~~six~~nine months ended ~~March 31,~~June 30, 2014 and 2013, respectively.

2620

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

Product revenues by product line are as follows:


	Three Months Ended March 31,													Three Months Ended June 30,
	2014				2013									2014				2013
	Amount		% of Product Revenues		Amount		% of Product Revenues		Change			% Change		Amount		% of Product Revenues		Amount		% of Product Revenues		Change			% Change
	(in thousands, except percentages)													(in thousands, except percentages)
Connectivity	$	10,475	42.1	%	$	9,835	39.8	%	$	640		6.5	%	$	10,132	39.0	%	$	12,199	46.4	%	$	(2,067	)	(16.9	)%
Ethernet switching	11,618		46.7	%	10,331		41.9	%	1,287			12.5	%	14,001		53.8	%	9,541		36.3	%	4,460			46.7	%
Transport processing	2,776		11.2	%	4,523		18.3	%	(1,747		)	(38.6	)%	1,879		7.2	%	4,545		17.3	%	(2,666		)	(58.7	)%
Product revenues	$	24,869	100.0	%	$	24,689	100.0	%	$	180		0.7	%	$	26,012	100.0	%	$	26,285	100.0	%	$	(273	)	(1.0	)%


	Six Months Ended March 31,													Nine Months Ended June 30,
	2014				2013									2014				2013
	Amount		% of Product Revenues		Amount		% of Product Revenues		Change			% Change		Amount		% of Product Revenues		Amount		% of Product Revenues		Change			% Change
	(in thousands, except percentages)													(in thousands, except percentages)
Connectivity	$	19,424	39.1	%	$	19,973	41.1	%	$	(549	)	(2.7	)%	$	29,556	39.0	%	$	32,172	43.0	%	$	(2,616	)	(8.1	)%
Ethernet switching	22,954		46.2	%	18,637		38.4	%	4,317			23.2	%	36,955		48.8	%	28,178		37.6	%	8,777			31.1	%
Transport processing	7,354		14.7	%	9,984		20.5	%	(2,630		)	(26.3	)%	9,233		12.2	%	14,529		19.4	%	(5,296		)	(36.5	)%
Product revenues	$	49,732	100.0	%	$	48,594	100.0	%	$	1,138		2.3	%	$	75,744	100.0	%	$	74,879	100.0	%	$	865		1.2	%

The ~~higher~~lower Connectivity revenues ~~for the three months ended March 31, 2014, as compared to the prior year period,~~ are primarily attributable to anthe decrease in sales of some of our mature crosspoint switches, partially offset by a strong increase in sales of our new 10G Ethernet PHYs ~~partially offset by a decrease in some of our mature crosspoint switches.~~

~~The lower Connectivity revenues for the six months ended March 31, 2014, as compared to the same period in the prior year, are largely attributable to a decrease in our mature~~and new crosspoint switches.

The higher Ethernet switching revenues ~~in the three and six months ended March 31, 2014, as compared to the same periods in the prior year,~~ are largely attributable to an increase in sales of our new ~~carrier~~Enterprise and Carrier Ethernet switch engines and ~~Enterprise~~

~~Ethernet switches. The increase is partially offset by declines in our older generation switches and~~1GbE Copper PHYs.

The lower Transport processing revenues ~~in the three and six months ended March 31, 2014, as compared to the same periods in the prior year,~~ are largely attributable to decreased sales of SONET framers that went through EOL in prior periods. ~~The~~In the nine months ended June 30, 2014, the decrease is partially offset by ~~increased~~an increase in sales of switch fabrics going through EOL and new optical transport network (“OTN”) products.

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Intellectual Property Revenues

Three Months Ended March 31,
2014 2013
Amount
% of Net
Revenues
Amount
% of Net
Revenues
Change
%
Change
(in thousands, except percentages)
Intellectual property revenues $ 723
2.8 % $ 64
0.3 % $ 659
1,029.7 %



	Three Months Ended June 30,
	2014				2013
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change		% Change
	(in thousands, except percentages)
Intellectual property revenues	$	1,139	4.2	%	$	133	0.5	%	$	1,006	756.4	%

Six Months Ended March 31,
2014 2013
Amount
% of Net
Revenues
Amount
% of Net
Revenues
Change
%
Change
(in thousands, except percentages)
Intellectual property revenues $ 2,943
5.6 % $ 1,886
3.7 % $ 1,057
56.0 %



	Nine Months Ended June 30,
	2014				2013
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change		% Change
	(in thousands, except percentages)
Intellectual property revenues	$	4,082	5.1	%	$	2,019	2.6	%	$	2,063	102.2	%

Intellectual property revenues include licenses, support, royalties, and sales of patents. The higher intellectual property revenues are due to increased deliveries of intellectual property. The timing and amounts of intellectual property revenues fluctuate. Expenses associated with the sale of intellectual property are included in SG&A.

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Net revenues from customers that were equal to or greater than 10% of total net revenues are as follows:



	Three Months Ended June 30,				Nine Months Ended June 30,
	2014		2013		2014		2013
Tellabs	*		10.3	%	*		*
WPG Holdings**	26.6	%	19.2	%	24.5	%	16.4	%

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

** Distributors

Net revenues by geographic area are as follows:


	Three Months Ended March 31,													Three Months Ended June 30,
	2014				2013									2014				2013
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change		Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)													(in thousands, except percentages)
United States	$	4,861	19.0	%	$	7,198	29.1	%	$	(2,337	)	(32.5	)%	$	5,936	21.9	%	$	5,590	21.2	%	$	346		6.2	%
Asia Pacific	17,880		69.9	%	14,037		56.7	%	3,843			27.4	%	17,606		64.8	%	16,856		63.8	%	750			4.4	%
Europe, Middle East and Africa	2,851		11.1	%	3,518		14.2	%	(667		)	(19.0	)%	3,609		13.3	%	3,972		15.0	%	(363		)	(9.1	)%
Net revenues	$	25,592	100.0	%	$	24,753	100.0	%	$	839		3.4	%	$	27,151	100.0	%	$	26,418	100.0	%	$	733		2.8	%


	Six Months Ended March 31,													Nine Months Ended June 30,
	2014				2013									2014				2013
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change		Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)													(in thousands, except percentages)
United States	$	11,420	21.7	%	$	18,103	35.9	%	$	(6,683	)	(36.9	)%	$	17,356	21.7	%	$	23,693	30.8	%	$	(6,337	)	(26.7	)%
Asia Pacific	34,666		65.8	%	26,101		51.7	%	8,565			32.8	%	52,272		65.5	%	42,957		55.9	%	9,315			21.7	%
Europe, Middle East and Africa	6,589		12.5	%	6,276		12.4	%	313			5.0	%	10,198		12.8	%	10,248		13.3	%	(50		)	(0.5	)%
Net revenues	$	52,675	100.0	%	$	50,480	100.0	%	$	2,195		4.3	%	$	79,826	100.0	%	$	76,898	100.0	%	$	2,928		3.8	%

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Revenues by geographic area are based upon the country of billing. The geographic location of distributors and third-party manufacturing service providers may be different from the geographic location of the ultimate end users. We believe a substantial portion of the products 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.

Cost of Product Revenues

Three Months Ended March 31,
2014 2013
Amount
% of Product
Revenues
Amount
% of Product
Revenues
Change
%
Change
(in thousands, except percentages)
Cost of product revenues $ 10,979
44.1 % $ 11,369
46.0 % $ (390 ) (3.4 )%



	Three Months Ended June 30,
	2014				2013
	Amount		% of Product Revenues		Amount		% of Product Revenues		Change		% Change
	(in thousands, except percentages)
Cost of product revenues	$	12,254	47.1	%	$	11,666	44.4	%	$	588	5.0	%

Six Months Ended March 31,
2014 2013
Amount
% of Product
Revenues
Amount
% of Product
Revenues
Change
%
Change
(in thousands, except percentages)
Cost of product revenues $ 21,655
43.5 % $ 22,344
46.0 % $ (689 ) (3.1 )%



	Nine Months Ended June 30,
	2014				2013
	Amount		% of Product Revenues		Amount		% of Product Revenues		Change			% Change
	(in thousands, except percentages)
Cost of product revenues	$	33,909	44.8	%	$	34,010	45.4	%	$	(101	)	(0.3	)%

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We use third-parties for wafer fabrication and assembly and test 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.

Our cost of product revenues is affected by various factors, including product mix, volume, and provisions for excess and obsolete inventories, material costs, manufacturing efficiencies, and the position of our products within their life-cycles. Our cost of product revenues as a percentage of net product revenues is affected by these factors, as well as customer mix, volume, pricing, and competitive pricing programs.

~~The decrease in~~Cost of product revenues as a percentage of product revenues for the three months ended June 30, 2014 was negatively impacted by a high volume sale of a single, low-margin product. Otherwise, cost of product revenues as a percentage of product revenues ~~resulted~~continued to decrease for both the three and nine month periods ended June 30, 2014 primarily ~~from a decrease in SONET framer products sales that have a~~due to higher ~~unit cost as a percentage of revenues as compared to other products, and a mix shift towards higher margin~~margins on Copper PHY and Ethernet Switch ~~products.~~products, as well as a decrease in lower margin SONET framer product sales, as compared to the prior periods.

Engineering, Research and Development

Three Months Ended March 31,
2014 2013
Amount
% of Net
Revenues
Amount
% of Net
Revenues
Change
%
Change
(in thousands, except percentages)
Engineering, research and development $ 10,896
42.6 % $ 9,777
39.5 % $ 1,119
11.4 %



	Three Months Ended June 30,
	2014				2013
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Engineering, research and development	$	10,006	36.9	%	$	11,706	44.3	%	$	(1,700	)	(14.5	)%

Six Months Ended March 31,
2014 2013
Amount
% of Net
Revenues
Amount
% of Net
Revenues
Change
%
Change
(in thousands, except percentages)
Engineering, research and development $ 21,575
41.0 % $ 20,281
40.2 % $ 1,294
6.4 %



	Nine Months Ended June 30,
	2014				2013
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Engineering, research and development	$	31,581	39.6	%	$	31,987	41.6	%	$	(406	)	(1.3	)%

R&D expenses consist primarily of compensation expenses for employees and contractors engaged in research, design and development activities. R&D also includes costs of mask tooling, which we fully expense in the period, and electronic design

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automation tools, software licensing contracts, subcontracting and fabrication costs, depreciation and amortization, and overhead including facilities expenses.

The level of R&D expenses 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 expenses as a percentage of net revenues will vary, depending, in part, on the level of net revenues. Our R&D efforts are critical to maintaining a high level of new product introductions and are critical to our plans for future growth.

The ~~increase~~decrease in R&D spending for the three months ended ~~March 31,~~June 30, 2014, as compared to the prior year period, is due primarily to reduced mask tooling of $1.5 million and lower outside contractor expenses of $0.7 million in ~~part due to our increased investment in internal software development, and primarily attributable to~~the current period. These decreases are partially offset by higher employee compensation expenses of $0.7 million, including stock compensation, ~~of $0.6 million, and $0.9 million higher tooling and other expenses. These increases are partially offset by $0.4 million lower outside contractor and other expenses.~~in the current period.

The ~~increase~~decrease in R&D spending for the ~~six~~nine months ended ~~March 31,~~June 30, 2014, as compared to the prior year ~~periods,~~period, is due primarily to reduced mask tooling of $1.3 million and lower outside contractor expenses of $1.3 million in ~~part due to our increased investment in internal software development, and primarily attributable to~~the current period. These decreases are partially offset by higher employee compensation expenses of $1.6 million, including stock compensation, ~~of $0.9 million,~~ and ~~$1.0 million~~ higher tooling ~~and other expenses. These increases are partially offset by $0.6~~expense of $0.4 million ~~lower outside contractor and other expenses.~~in the current period, as compared to the prior year period.

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Selling, General and Administrative

Three Months Ended March 31,
2014 2013
Amount
% of Net
Revenues
Amount
% of Net
Revenues
Change
%
Change
(in thousands, except percentages)
Selling, general and administrative $ 8,005
31.3 % $ 7,390
29.9 % $ 615
8.3 %



	Three Months Ended June 30,
	2014				2013
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change		% Change
	(in thousands, except percentages)
Selling, general and administrative	$	7,330	27.0	%	$	7,257	27.5	%	$	73	1.0	%

Six Months Ended March 31,
2014 2013
Amount
% of Net
Revenues
Amount
% of Net
Revenues
Change
%
Change
(in thousands, except percentages)
Selling, general and administrative $ 15,859
30.1 % $ 15,360
30.4 % $ 499
3.2 %



	Nine Months Ended June 30,
	2014				2013
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change		% Change
	(in thousands, except percentages)
Selling, general and administrative	$	23,189	29.0	%	$	22,617	29.4	%	$	572	2.5	%

SG&A expenses consist primarily of compensation expense, legal and other professional fees, facilities expenses, outside labor, and communication expenses.

SG&A expenses in the three months ended ~~March 31,~~June 30, 2014 ~~as compared~~are comparable to the same period in the prior year.

SG&A expenses in the nine months ended June 30, 2014, as compared to the prior year period, increased ~~$1.2~~$0.6 million, primarily due to higher employee compensation expenses of $1.3 million, including stock compensation, and relocation expenses ~~relating~~of $0.5 million related to the move of our primary test operations from Singapore to Taiwan and our Camarillo facilities to an adjacent building. These increases are partially offset by ~~$0.6~~$1.3 million lower asset retirement obligation, facilities and other expenses.

SG&A expenses in the six months ended March 31, 2014, as compared to the prior year period, increased $1.8 million, primarily due to higher employee compensation expenses, including stock compensation, and relocation expenses. These increases are partially offset by $1.3 million lower asset retirement obligation, facilities and other expenses.

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Interest Expense, Net

Three Months Ended March 31,
2014 2013
Amount
% of Net
Revenues
Amount
% of Net
Revenues
Change
%
Change
(in thousands, except percentages)
Interest expense, net $ 1,492
5.8 % $ 1,966
7.9 % $ (474 ) (24.1 )%



	Three Months Ended June 30,
	2014				2013
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Interest expense, net	$	1,510	5.6	%	$	1,983	7.5	%	$	(473	)	(23.9	)%

Six Months Ended March 31,
2014 2013
Amount
% of Net
Revenues
Amount
% of Net
Revenues
Change
%
Change
(in thousands, except percentages)
Interest expense, net $ 3,196
6.1 % $ 3,936
7.8 % $ (740 ) (18.8 )%



	Nine Months Ended June 30,
	2014				2013
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change			% Change
	(in thousands, except percentages)
Interest expense, net	$	4,706	5.9	%	$	5,919	7.7	%	$	(1,213	)	(20.5	)%

Interest expense, net is comprised of cash interest expense, amortization of debt discount, premium, and debt issuance cost, net of interest income. Interest expense, net decreased primarily due to the repurchase in November 2013 of $13.7 million principal amount of our 2014 Debentures.

Gain on Compound Embedded Derivative

Six Months Ended March 31,
2014 2013
Amount
% of Net
Revenues
Amount
% of Net
Revenues
Change
%
Change
(in thousands, except percentages)
Gain on compound embedded derivative $ —
— $ (803 ) (1.6 )% $ 803
(100.0 )%



	Nine Months Ended June 30,
	2014			2013
	Amount		% of Net Revenues	Amount			% of Net Revenues		Change		% Change
	(in thousands, except percentages)
Gain on compound embedded derivative	$	—	—	$	(803	)	(1.0	)%	$	803	(100.0	)%

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The compound embedded derivative included in our 2014 Debentures required bifurcation and accounting at fair value because the economic and contractual characteristics of the compound embedded derivative met the criteria for bifurcation and separate accounting due to the conversion price not being indexed to our own stock. The compound embedded derivative is comprised of the conversion option and a make-whole payment for foregone interest if the holder converts the debenture early. The make-whole payment for foregone interest expired October 30, 2012, and upon its expiration, the compound embedded derivative no longer met the criteria for bifurcation as all components of the conversion feature were indexed to our own stock. A final valuation was completed on October 30, 2012, resulting in gain of $0.8 million due to the change in fair value in the first quarter of fiscal year 2013.

Loss on Extinguishment of Debt

Six Months Ended March 31,
2014 2013
Amount
% of Net
Revenues
Amount
% of Net
Revenues
Change
%
Change
(in thousands, except percentages)
Loss on extinguishment of debt $ 1,594
3.0 % $ —
— $ 1,594
100.0 %



	Nine Months Ended June 30,
	2014				2013
	Amount		% of Net Revenues		Amount		% of Net Revenues	Change		% Change
	(in thousands, except percentages)
Loss on extinguishment of debt	$	1,594	2.0	%	$	—	—	$	1,594	100.0	%

The loss on extinguishment of debt is due to the repurchase in November 2013 of $13.7 million principal amount of our 2014 Debentures at 107% of the principal amount thereof.

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Income Tax ~~Benefit~~Expense (Benefit)

Three Months Ended March 31,
2014 2013
Amount
% of Net
Revenues
Amount
% of Net
Revenues
Change
%
Change
(in thousands, except percentages)
Income tax benefit $ (72 ) (0.3 )% $ (996 ) (4.0 )% $ 924
(92.8 )%



	Three Months Ended June 30,
	2014				2013
	Amount		% of Net Revenues		Amount		% of Net Revenues		Change		% Change
	(in thousands, except percentages)
Income tax expense (benefit)	$	333	1.2	%	$	129	0.5	%	$	204	158.1	%

Six Months Ended March 31,
2014 2013
Amount
% of Net
Revenues
Amount
% of Net
Revenues
Change
%
Change
(in thousands, except percentages)
Income tax benefit $ (274 ) (0.5 )% $ (919 ) (1.8 )% $ 645
(70.2 )%



	Nine Months Ended June 30,
	2014				2013
	Amount		% of Net Revenues		Amount			% of Net Revenues		Change		% Change
	(in thousands, except percentages)
Income tax expense (benefit)	$	59	0.1	%	$	(790	)	(1.0	)%	$	849	(107.5	)%

Our effective tax rate is primarily impacted by certain foreign taxes, certain nondeductible interest and share based expenses and the release of a portion of the evaluation allowance related to certain foreign jurisdictions’ deferred tax assets as such ~~balance~~balances were more likely than not realizable within the applicable carryforward period. Our effective tax rate for the ~~six~~nine months ended ~~March 31,~~June 30, 2014 was ~~(2.4)%~~0.4% which was lower than the federal and state statutory rate due to the projected federal and state losses for the fiscal year as well as the related valuation allowances.

Financial Condition and Liquidity

Cash Flow Analysis

Cash ~~decreased~~increased to $~~48.2~~70.8 million at ~~March 31,~~June 30, 2014, from $68.9 million at September 30, 2013. Our cash flows from operating, investing and financing activities are summarized as follows:

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	Six Months Ended March 31,						Nine Months Ended June 30,
	2014			2013			2014			2013
	(in thousands)						(in thousands)
Net cash used in operating activities	$	(4,563	)	$	(4,101	)	$	(7,602	)	$	(6,703	)
Net cash used in investing activities	(958		)	(412		)	(1,484		)	(761		)
Net cash (used in) provided by financing activities	(15,141		)	17,536
Net (decrease) increase in cash	(20,662		)	13,023
Net cash provided by financing activities							11,035			54,908
Net increase in cash							1,949			47,444
Cash at beginning of period	68,863			23,891			68,863			23,891
Cash at end of period	$	48,201		$	36,914		$	70,812		$	71,335

Net Cash Used In Operating Activities

During the ~~six~~nine months ended ~~March 31,~~June 30, 2014, cash used in operations totaled $~~4.6~~7.6 million. Excluding changes in working capital, we used $~~4.9~~6.6 million to fund the cash portion of our net loss. We used cash to fund increases in accounts receivable, inventory, ~~and~~ prepaid expenses and other assets totaling $~~1.3~~1.6 million. and to fund decreases in accrued expenses and other liabilities totaling $0.3 million. These uses were offset by higher accounts payable ~~accrued expenses and other liabilities,~~ and deferred revenue totaling ~~$1.6 million.~~$0.9 million which provided cash.

Accounts receivable, accounts payable, accrued expenses and other liabilities at ~~March 31,~~June 30, 2014 isare comparable to their respective balances at September 30, 2013. Inventory levels increased ~~$0.7~~$0.5 million to ~~$11.3~~$11.2 million at ~~March 31,~~June 30, 2014 from ~~$10.7~~$10.7 million at September 30, 2013 to meet increased demand. ~~Accounts payable, accrued expenses and other liabilities increased by $0.7 million, from~~ ~~$20.1 million~~ at ~~September 30, 2013~~ to ~~$20.8 million~~ at ~~March 31, 2014, due to the timing of obligations and/or payments to our vendors and other service providers.~~ Deferred revenue increased $~~1.3~~0.8 million from $2.2 million at September 30, 2013, to $~~3.5~~3.0 million at ~~March 31,~~June 30, 2014, due to the timing of payments from distributors.

During the ~~six~~nine months ended ~~March 31,~~June 30, 2013, cash used in operations totaled $~~4.1~~6.7 million. Excluding changes in working capital, we used ~~$6.1~~$10.1 million to fund the cash portion of our net loss. We ~~also~~ used cash to fund increases in ~~inventory~~accounts receivable and

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prepaid expenses totaling ~~$1.1~~$1.8 million. These uses were offset by lower ~~accounts receivable~~inventory of ~~$1.0~~$0.2 million and higher accounts payable, accrued liabilities and deferred revenue ~~accounts payable and accrued expense liabilities~~ totaling ~~$2.1~~$5.1 million.

Accounts receivable ~~decreased~~increased $1.0 million from $9.4 million at September 30, 2012, to ~~$8.4~~$10.4 million at ~~March 31,~~June 30, 2013, primarily due to ~~improved cash collections~~higher revenues and timing of sales during the quarter ended ~~March 31,~~June 30, 2013. ~~Inventory increased $0.5 million from $12.1 million at September 30, 2012 to $12.6 million at March 31, 2013, primarily due to increased inventories held by distributors.~~ Accounts payable, accrued expenses and other liabilities increased by ~~$0.9~~$3.2 million, excluding the impact of unpaid equity offering costs, from $18.5 million at September 30, 2012, to ~~$19.4~~$21.9 million at ~~March 31,~~June 30, 2013, due to the timing of obligations and/or payments to our vendors and other service providers. Deferred revenue increased ~~$1.1~~$1.9 million from $0.9 million at September 30, 2012, to ~~$2.0~~$2.8 million at ~~March 31,~~June 30, 2013, due to ~~increased shipments to~~the timing of payments from distributors.

Net Cash Used In Investing Activities

Investing activities used cash in the ~~six~~nine months ended ~~March 31,~~June 30, 2014 for capital expenditures of ~~$1.1~~$1.2 million and payments under licensing agreements of ~~$0.1~~$0.5 million. Expenditures were partially offset by cash provided by the sale of capital assets of $0.2 million. Investing activities used cash in the ~~six~~nine months ended ~~March 31,~~June 30, 2013, for capital expenditures of $~~0.5~~0.6 million and payments under licensing agreements of ~~$0.1~~$0.3 million. Expenditures were partially offset by cash provided by the sale of capital assets of $0.2 million.

Net Cash ~~(Used In)~~ Provided By Financing Activities

Net cash ~~used in~~provided by financing activities during the ~~six~~nine months ended ~~March 31,~~June 30, 2014 totaled $~~15.1~~11.0 million. Cash from the sale of common stock totaled $26.8 million, net of approximately $1.9 million in paid expenses. Additional offering costs of $0.2 million were incurred, but unpaid as of June 30, 2014. Proceeds from the exercise of stock options and issuances of shares under the ESPP totaled $1.0 million. Cash used for the repurchase of our 2014 Debentures totaled $14.6 million. We also used cash to pay a consent fee of $0.3 million related to the November 2013 amendment of our credit agreement. Cash of $0.7 million was restricted for payment of the 2014 Debentures following the sale of assets under the terms of the credit agreement. Cash used for the repurchase of restricted stock units for payroll taxes on behalf of employees was $~~1.2~~1.3 million. ~~Proceeds from the exercise of stock options and issuances of shares under the ESPP totaled $1 million.~~ Net cash provided by financing activities during the ~~six~~nine months ended ~~March 31,~~June 30, 2013 totaled ~~$17.5~~$54.9 million. Cash from the sale of common stock totaled ~~$17.1~~$54.7 million, net of approximately ~~$1.5~~$4.0 million in ~~expenses, from the registered underwritten sale~~paid expenses. Additional offering costs of ~~10,651,280 shares~~$0.2 million were incurred, but unpaid as of ~~common stock at $1.75 per share, based on a negotiated discount to market.~~June 30, 2013. Proceeds from the exercise of stock options and issuances of shares under the ESPP totaled $0.9 million. ~~Proceeds were offset by $0.4 million in cash~~Cash used for the repurchase of restricted stock units for payroll taxes paid on behalf of ~~employees.~~employee was $0.6 million.

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Capital Resources, Including Debt, Contingent Liabilities and Operating Leases

Prospective Capital Needs

Our principal sources of liquidity are our existing cash, cash generated from product sales, and cash generated from the sales or licensing of our intellectual property. Our cash totaled $~~48.2~~70.8 million at ~~March 31,~~June 30, 2014. Our working capital at ~~March 31,~~June 30, 2014, was $~~15.6~~40.0 million.

In order to achieve sustained profitability and positive cash flows from operations, we may need to ~~further~~ reduce operating expenses and/or increase revenues. We have completed a series of cost reduction actions that 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.

Our current debt is comprised of our 2014 Debentures, of which the total principal amount of $32.8 million is due inon October 30, 2014. Our long-term debt is comprised of our senior Term A and B Loans which have a total principal amount of $17.2 million due on August 31, 2016. We ~~intend to~~will use our existing cash and restricted cash to repay our 2014 Debentures on or before their maturity in October ~~2014, which will achieve our objective of reducing our outstanding indebtedness but will also reduce our cash balances. In addition, the~~2014. The credit agreement for our Term A and B Loans requires us to maintain an unrestricted cash balance of $8.0 million. ~~While we~~We believe that our existing sources of liquidity, along with cash expected to be generated from revenues, will be sufficient to fund our operations for at least the next 12 months after repayment of the 2014 Debentures and to meet our minimum cash ~~covenant, this ultimately may not~~covenant. Our available liquidity could be ~~the case. If~~adversely affected, however, if we incur operating losses and negative cash flows in the future, and we may need to ~~further~~ reduce or postpone our operating costs or obtain alternate sources of financing, or both. We may need additional capital in the future and may not have access to additional sources of capital on favorable terms or at all. If we raise additional funds through the issuance of equity or debt securities, such securities may have rights, preferences or privileges senior to those of our common stock and our stockholders may experience dilution of their ownership interests. There can be no assurance, however, that our efforts will be successful.

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We have a Form S-3 universal shelf registration statement on file with the SEC. The universal shelf registration statement on Form S-3 permits Vitesse to sell, in one or more public offerings, shares of our common stock, shares of preferred stock or debt securities, or any combination of such securities, for proceeds in an aggregate amount of up to $75.0 million. ~~The~~As of June 30, 2014, we raised a total of $28.7 million of gross proceeds from the sale of 8,582,076 shares of our common stock, leaving approximately $46.3 million of securities available for issuance pursuant to the Form S-3. The Form S-3 will expire in January 2017.~~To date, no securities have been issued pursuant to the registration statement.~~

Contractual Obligations


	Payment Obligations by Fiscal Year														Payment Obligations by Fiscal Year
	Remaining in 2014		2015		2016		2017		2018		2019 and Thereafter		Total		Remaining in 2014		2015		2016		2017		2018		2019 and Thereafter		Total
	(in thousands)														(in thousands)
Convertible subordinated debt (1)	$	—	$	32,843	$	—	$	—	$	—	$	—	$	32,843	$	—	$	32,843	$	—	$	—	$	—	$	—	$	32,843
Term A Loan (2)	—		—		7,857		—		—		—		7,857		—		—		7,857		—		—		—		7,857
Term B Loan (3)	—		—		9,342		—		—		—		9,342		—		—		9,342		—		—		—		9,342
Loan interest (4)	2,092		3,102		1,776		—		—		—		6,970		391		3,102		1,776		—		—		—		5,269
Operating leases (5)	1,084		1,620		370		—		—		—		3,074		559		1,952		591		110		—		—		3,212
Software licenses (6)	4,314		6,936		3,047		2,900		2,800		—		19,997		1,684		7,136		3,147		2,900		2,800		—		17,667
Inventory and related purchase obligations (7)	6,056		457		81		60		—		—		6,654		5,928		2,005		73		60		—		—		8,066
Total	$	13,546	$	44,958	$	22,473	$	2,960	$	2,800	$	—	$	86,737	$	8,562	$	47,038	$	22,786	$	3,070	$	2,800	$	—	$	84,256


(1)	Convertible subordinated debt represents amounts due for our 8.0% convertible debentures due October 30, 2014.


(2)	Term A Loan represents amounts due for our 9.0% fixed rate senior notes due August 31, 2016.


(3)	Term B Loan represents amounts due for our 9.0% fixed rate senior notes due August 31, 2016.


(4)	Interest payable for 2014 Debentures through 2015 and Term A and B Loans through 2016.

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(5)	We lease facilities under non-cancellable operating lease agreements that expire at various dates through ~~2016.~~2017.


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

(7)

Inventory and other purchase obligations represent non-cancellable purchase commitments. For purposes of the table above, inventory and other 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. Other purchase commitments may be for longer periods and are dictated by contractual terms.

Off-Balance Sheet Arrangements

At ~~March 31,~~June 30, 2014, we had no material off-balance sheet arrangements, other than operating leases, ~~and~~ certain software ~~licenses.~~licenses and non-cancellable purchase commitments.

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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, 2013. There have been no material changes to these risks during the ~~six~~nine months ended ~~March 31,~~June 30, 2014.

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 ~~March 31,~~June 30, 2014, 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 ~~March 31,~~June 30, 2014, 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 ~~March 31,~~June 30, 2014, 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 ~~March 31,~~June 30, 2014, the final disposition of ~~any such~~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, 2013.

ITEM 6. EXHIBITS

Exhibit

Incorporated by Reference

Filed or Furnished

Number

Exhibit Description

Form

File Number

Exhibit

Filing Date

Herewith

10.1*

~~Vitesse Semiconductor Corporation Amended and Restated 2011 Employee Stock Purchase Plan~~

~~8-K~~

~~001-31614~~

~~10.1~~

~~February 21, 2014~~

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~~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~~101.INS**

XBRL Instance Document**Document

~~101.SCH~~101.SCH**

XBRL Taxonomy Extension Schema Document**Document

~~101.CAL~~101.CAL**

XBRL Taxonomy Extension Calculation Linkbase Document**Document

~~101.DEF~~101.DEF**

XBRL Taxonomy Extension Definition Linkbase Document**Document

~~101.LAB~~101.LAB**

XBRL Taxonomy Extension Label Linkbase Document**Document

~~101.PRE~~101.PRE**

XBRL Taxonomy Extension Presentation Linkbase Document**Document

~~A management contract~~The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of Vitesse Semiconductor Corporation under the Securities Act of 1933, as amended, or ~~compensatory plan~~the Exchange Act of 1934, as amended, whether made before or ~~arrangement.~~after the date hereof, regardless of any general incorporation language in such filing.


**	~~XBRL~~The information in this exhibit is furnished and deemed 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.



~~May 6,~~August 5, 2014	VITESSE SEMICONDUCTOR CORPORATION


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

~~May 6,~~August 5, 2014	VITESSE SEMICONDUCTOR CORPORATION


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

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