Delaware | 0-12695 | 94-2669985 |
(State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
6024 Silver Creek Valley Road, San Jose, California 95138 |
(Address of principal executive offices) (Zip Code) |
Exhibit No. | Description |
99.1 | Press Release Dated July 30, 2012. |
Dated: | July 30, 2012 | |
INTEGRATED DEVICE TECHNOLOGY, INC. | ||
By: | /S/ Richard D. Crowley, Jr. | |
Richard D. Crowley, Jr. | ||
Vice President and Chief Financial Officer (duly authorized officer) |
Exhibit No. | Description |
99.1 | Press Release Dated July 30, 2012. |
Mike Knapp IDT Investor Relations Phone: (408) 284-6515 E-mail: mike.knapp@idt.com | Graham Robertson IDT Worldwide Marketing Phone: (408) 284-2644 E-mail: graham.robertson@idt.com |
• | It has acquired NXP's high-speed data converter assets and Alvand Technologies, a leading analog IP company specializing in data converters. The Company can now offer its customers a one-stop shop for wireless base stations, including radio frequency (RF) components, analog-to-digital converters (ADCs), digital-to-analog converters (DACs), Serial RapidIO® switches and bridges, high-performance timing devices, data compression IP, and power management ICs. |
• | The world's first CrystalFree™ piezoelectric MEMS (pMEMS™) oscillators for high-performance communications, consumer, cloud, and industrial applications. These new oscillators operate with very low phase jitter in compact industry-standard packaging, making them an ideal replacement for |
• | The industry's lowest-power low-distortion diversity mixer for 4G wireless base stations. A member of IDT's Zero-Distortion™ family, the new device reduces distortion while simultaneously reducing power consumption in Long Term Evolution (LTE) and time-division duplexing (TDD) wireless communication architectures. |
• | Its single-chip wireless power transmitter solution has received full "Qi" certification by the Wireless Power Consortium (WPC). This certification ensures interoperability with any other device meeting the WPC Qi standard, providing charging station manufacturers the confidence to design with IDT's solution for applications requiring Qi compliance. |
• | It received the Semiconductor of the Year Award for Excellence from Semiconductor Industry News for its innovative wireless power transmitter and receiver solutions. |
• | It has been included in "The Bay Area News Top Workplaces" list published by The Bay Area News Group. The Silicon Valley/San Jose Business Journal also recently recognized IDT on its list of the "Top 100 Public Companies in Silicon Valley." |
• | Revenue from continuing operations for the fiscal first quarter of 2013 was $130.2 million, compared with $149.3 million reported in the same period one year ago. |
• | GAAP net income from continuing operations for the fiscal first quarter of 2013 was $0.5 million, or $0.00 per diluted share, versus GAAP net income of $12.8 million or $0.08 per diluted share in the same period one year ago. Fiscal first quarter 2013 GAAP results include $7.8 million in benefits from tax effects, life insurance proceeds and net impact of deferred compensation plan, $12.5 million in acquisition and restructuring related charges, $3.1 million in stock-based compensation and $2.6 million in expenses related to stockholder activities. |
• | Non-GAAP net income from continuing operations for the fiscal first quarter of 2013 was $11.0 million or $0.08 per diluted share, compared with non-GAAP net income from continuing operations of $23.8 million or $0.16 per diluted share reported in the same period one year ago. |
• | GAAP gross profit for the fiscal first quarter of 2013 was $72.5 million, or 55.7 percent, compared with GAAP gross profit of $79.4 million, or 53.2 percent, reported in the same period one year ago. Non-GAAP gross profit for the fiscal first quarter of 2013 was $77.0 million, or 59.2 percent, compared with non-GAAP gross profit of $86.1 million, or 57.7 percent, reported in the same period one year ago. |
• | GAAP R&D expense for the fiscal first quarter of 2013 was $41.5 million, compared with GAAP R&D expense of $39.8 million reported in the same period one year ago. Non-GAAP R&D expense for the fiscal first quarter of 2013 was $39.7 million, compared with non-GAAP R&D of $37.3 million in the same period one year ago. |
• | GAAP SG&A expense for the fiscal first quarter of 2013 was $36.4 million, compared with GAAP SG&A expense of $25.9 million in the same period one year ago. Non-GAAP SG&A expense for the fiscal first quarter of 2013 was $24.6 million, compared with non-GAAP SG&A expense of $23.6 million in the same period one year ago. |
INTEGRATED DEVICE TECHNOLOGY, INC. | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||
(Unaudited) | |||||||||||||||
(In thousands, except per share data) | |||||||||||||||
Three Months Ended | |||||||||||||||
July 1, | April 1, | July 3, | |||||||||||||
2012 | 2012 | 2011 (1) | |||||||||||||
Revenues | $ | 130,161 | $ | 119,116 | $ | 149,285 | |||||||||
Cost of revenues | 57,648 | 55,563 | 69,849 | ||||||||||||
Gross profit | 72,513 | 63,553 | 79,436 | ||||||||||||
Operating expenses: | |||||||||||||||
Research and development | 41,544 | 41,340 | 39,815 | ||||||||||||
Selling, general and administrative | 36,412 | 26,429 | 25,929 | ||||||||||||
Total operating expenses | 77,956 | 67,769 | 65,744 | ||||||||||||
Operating income (loss) | (5,443 | ) | (4,216 | ) | 13,692 | ||||||||||
Other-than-temporary impairment loss on investments | — | (667 | ) | — | |||||||||||
Gain on sale of wafer fabrication facility | — | 20,656 | — | ||||||||||||
Other income (expense), net | 2,000 | 676 | 44 | ||||||||||||
Income (loss) from continuing operations before income taxes | (3,443 | ) | 16,449 | 13,736 | |||||||||||
Provision (benefit) for income taxes | (3,986 | ) | (908 | ) | 967 | ||||||||||
Net income (loss) from continuing operations | 543 | 17,357 | 12,769 | ||||||||||||
Discontinued operations: | |||||||||||||||
Gain from divestiture | — | — | — | ||||||||||||
Loss from discontinued operations | (4,858 | ) | (4,605 | ) | (7,644 | ) | |||||||||
Benefit for income taxes | — | — | (29 | ) | |||||||||||
Net income (loss) from discontinued operations | (4,858 | ) | (4,605 | ) | (7,615 | ) | |||||||||
Net income (loss) | $ | (4,315 | ) | $ | 12,752 | $ | 5,154 | ||||||||
Basic net income (loss) per share continuing operations | $ | — | $ | 0.12 | $ | 0.08 | |||||||||
Basic net income (loss) per share discontinued operations | (0.03 | ) | (0.03 | ) | (0.05 | ) | |||||||||
Basic net income (loss) per share | $ | (0.03 | ) | $ | 0.09 | $ | 0.03 | ||||||||
Diluted net income (loss) per share continuing operations | $ | — | $ | 0.12 | $ | 0.08 | |||||||||
Diluted net income (loss) per share discontinued operations | (0.03 | ) | (0.03 | ) | (0.05 | ) | |||||||||
Diluted net income (loss) per share | $ | (0.03 | ) | $ | 0.09 | $ | 0.03 | ||||||||
Weighted average shares: | |||||||||||||||
Basic | 142,595 | 141,455 | 147,828 | ||||||||||||
Diluted | 143,984 | 143,476 | 151,074 | ||||||||||||
1) The Company's prior period financial results have been revised to reflect an immaterial correction. During the third quarter of fiscal 2012 the Company identified errors related to its accounting for certain accrued employee retention costs and other accrued liabilities. The Company assessed the materiality of these errors individually and in the aggregate on prior periods’ financial statements in accordance with the SEC’s Staff Accounting Bulletin No. 99 (“SAB 99”), and concluded that the errors were not material to any of its prior annual or interim financial statements. As permitted by the SEC’s Staff Accounting Bulletin No. 108 (“SAB 108”), the Company elected to revise previously issued consolidated financial statements the next time they are filed. As a result of the revisions, net income for the three months ended July 3, 2011 decreased by $0.8 million. | |||||||||||||||
INTEGRATED DEVICE TECHNOLOGY, INC. | |||||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP | |||||||||||||||
(Unaudited) | |||||||||||||||
Three Months Ended | |||||||||||||||
July 1, | April 1, | July 3, | |||||||||||||
(In thousands, except per share data) | 2012 | 2012 | 2011 (1) | ||||||||||||
GAAP net income (loss) from continuing operations | $ | 543 | $ | 17,357 | $ | 12,769 | |||||||||
GAAP diluted net income (loss) per share continuing operations | $ | — | $ | 0.12 | $ | 0.08 | |||||||||
Acquisition and divestiture related: | |||||||||||||||
Amortization of acquisition related intangibles | 4,891 | 4,360 | 4,128 | ||||||||||||
Acquisition legal and consulting fees (1) | 4,836 | 689 | — | ||||||||||||
Other acquisition related costs (2) | 1,800 | — | — | ||||||||||||
Assets impairment (3) | (59 | ) | (60 | ) | (90 | ) | |||||||||
Fair market value adjustment to acquired inventory sold | 358 | — | — | ||||||||||||
Restructuring related: | |||||||||||||||
Severance and retention costs | 715 | 1,439 | 1,787 | ||||||||||||
Facility closure costs (4) | 13 | 48 | 28 | ||||||||||||
Fabrication production transfer costs (5) | — | 678 | 1,845 | ||||||||||||
Gain on sale of fabrication facility | — | (20,656 | ) | — | |||||||||||
Other: | |||||||||||||||
Other-than-temporary impairment loss on investments (5) | — | 667 | — | ||||||||||||
Stock-based compensation expense | 3,122 | 3,967 | 3,772 | ||||||||||||
Expenses related to shareholder activities (6) | 2,576 | — | — | ||||||||||||
Compensation expense — deferred compensation plan (7) | (136 | ) | 819 | 56 | |||||||||||
Loss (gain) on deferred compensation plan securities (6) | 314 | (798 | ) | (45 | ) | ||||||||||
Life insurance proceeds received (7) | (2,313 | ) | — | — | |||||||||||
Tax effects of Non-GAAP adjustments | (5,677 | ) | (1,405 | ) | (472 | ) | |||||||||
Non-GAAP net income from continuing operations | $ | 10,983 | $ | 7,105 | $ | 23,778 | |||||||||
GAAP weighted average shares - diluted | 143,984 | 143,476 | 151,074 | ||||||||||||
Non-GAAP adjustment | 1,716 | 1,515 | 1,747 | ||||||||||||
Non-GAAP weighted average shares - diluted (8) | 145,700 | 144,991 | 152,821 | ||||||||||||
Non-GAAP diluted net income per share continuing operations | $ | 0.08 | $ | 0.05 | $ | 0.16 | |||||||||
GAAP gross profit | 72,513 | 63,553 | 79,436 | ||||||||||||
Acquisition and divestiture related: | |||||||||||||||
Amortization of acquisition related intangibles | 3,622 | 2,763 | 3,184 | ||||||||||||
Assets impairment (3) | (59 | ) | (60 | ) | (90 | ) | |||||||||
Fair market value adjustment to acquired inventory sold | 358 | — | — | ||||||||||||
Restructuring related: | |||||||||||||||
Severance and retention costs | 301 | 1,181 | 1,290 | ||||||||||||
Facility closure costs (4) | 6 | 4 | 2 | ||||||||||||
Fabrication production transfer costs (5) | — | 678 | 1,845 | ||||||||||||
Other: | |||||||||||||||
Compensation expense — deferred compensation plan (7) | (34 | ) | 205 | 12 | |||||||||||
Stock-based compensation expense | 303 | 369 | 427 | ||||||||||||
Non-GAAP gross profit | 77,010 | 68,693 | 86,106 |
INTEGRATED DEVICE TECHNOLOGY, INC. | ||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP (continued) | ||||||||||||
Three Months Ended | ||||||||||||
April 1, | Jan. 1, | April 3, | ||||||||||
(In thousands) | 2012 | 2012 | 2011 | |||||||||
GAAP R&D expenses: | 41,544 | 41,340 | 39,815 | |||||||||
Acquisition and divestiture related: | ||||||||||||
Acquisition legal and consulting fees (1) | — | — | — | |||||||||
Restructuring related: | ||||||||||||
Restructuring related: | (340 | ) | (246 | ) | (477 | ) | ||||||
Facility closure costs (4) | (4 | ) | (6 | ) | (15 | ) | ||||||
Other: | ||||||||||||
Compensation expense — deferred compensation plan (7) | 82 | (495 | ) | (37 | ) | |||||||
Stock-based compensation expense | (1,542 | ) | (2,073 | ) | (1,999 | ) | ||||||
Non-GAAP R&D expenses | 39,740 | 38,520 | 37,287 | |||||||||
GAAP SG&A expenses: | 36,412 | 26,429 | 25,929 | |||||||||
Acquisition and divestiture related: | ||||||||||||
Amortization of acquisition related intangibles | (1,269 | ) | (1,597 | ) | (944 | ) | ||||||
Acquisition legal and consulting fees (1) | (4,836 | ) | (689 | ) | — | |||||||
Other acquisition related costs (2) | (1,800 | ) | — | — | ||||||||
Restructuring related: | ||||||||||||
Severance and retention costs | (74 | ) | (12 | ) | (20 | ) | ||||||
Facility closure costs (4) | (3 | ) | (38 | ) | (11 | ) | ||||||
Other: | ||||||||||||
Compensation expense - deferred compensation plan (6) | 20 | (119 | ) | (7 | ) | |||||||
Stock-based compensation expense | (1,277 | ) | (1,525 | ) | (1,346 | ) | ||||||
Expenses related to shareholder activities (6) | (2,576 | ) | — | — | ||||||||
Non-GAAP SG&A expenses | 24,597 | 22,449 | 23,601 | |||||||||
GAAP interest income and other, net | 2,000 | 676 | 44 | |||||||||
Loss (gain) on deferred compensation plan securities (6) | 314 | (798 | ) | (45 | ) | |||||||
Life insurance proceeds received (7) | (2,313 | ) | — | — | ||||||||
Non-GAAP interest income and other, net | 1 | (122 | ) | (1 | ) | |||||||
GAAP provision (benefit) for income taxes continuing operations | (3,986 | ) | (908 | ) | 967 | |||||||
Tax effects of Non-GAAP adjustments | 5,677 | 1,405 | 472 | |||||||||
Non-GAAP provision (benefit) for income taxes continuing operations | 1,691 | 497 | 1,439 | |||||||||
(1) Consists of costs incurred in connection with merger and acquisition-related activities, including legal, accounting and other consulting fees. | ||||||||||||
(2) Consists of a accrued deferred closing date fee associated with the acquisition of NXP’s high-speed data converter assets. | ||||||||||||
(3) Consists of an impairment charge related to a note receivable and subsequent recoveries. | ||||||||||||
(4) Consists of ongoing costs associated with the exit of our leased and owned facilities. | ||||||||||||
(5) Consists of costs incurred in connection with the transition of our wafer fabrication processes in Oregon facility to TSMC. | ||||||||||||
(6) This adjustment reflects the expenses in response to our activities and inquiries of Starboard Value LP. | ||||||||||||
(7) Consists of gains and losses on marketable equity securities related to our deferred compensation arrangements and the changes in the fair value of the assets in a separate trust that is invested in Corporate owned life insurance under our deferred compensation plan and life insurance proceeds received to this trust. | ||||||||||||
(8) For purposes of calculating non-GAAP diluted net income per share, the GAAP diluted weighted average shares outstanding is adjusted to exclude the benefits of stock compensation expense attributable to future services not yet recognized in the financial statements that are treated as proceeds assumed to be used to repurchase shares under the GAAP treasury method. |
INTEGRATED DEVICE TECHNOLOGY, INC. | |||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||||||||
(Unaudited) | |||||||||||||
(In thousands) | July 1, | April 1, | |||||||||||
2012 | 2012 | ||||||||||||
ASSETS | |||||||||||||
Current assets: | |||||||||||||
Cash and cash equivalents | $ | 108,776 | $ | 134,924 | |||||||||
Short-term investments | 176,408 | 190,535 | |||||||||||
Accounts receivable, net | 64,278 | 60,609 | |||||||||||
Inventories | 66,938 | 71,780 | |||||||||||
Prepaid and other current assets | 24,189 | 23,684 | |||||||||||
Total current assets | 440,589 | 481,532 | |||||||||||
Property, plant and equipment, net | 73,600 | 69,984 | |||||||||||
Goodwill | 132,109 | 96,092 | |||||||||||
Acquisition-related intangibles | 51,758 | 40,548 | |||||||||||
Other assets | 34,329 | 29,478 | |||||||||||
TOTAL ASSETS | $ | 732,385 | $ | 717,634 | |||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||
Current liabilities: | |||||||||||||
Accounts payable | $ | 25,061 | $ | 25,211 | |||||||||
Accrued compensation and related expenses | 26,753 | 26,156 | |||||||||||
Deferred income on shipments to distributors | 12,861 | 14,263 | |||||||||||
Deferred taxes liabilities | 497 | 421 | |||||||||||
Other accrued liabilities | 16,112 | 13,443 | |||||||||||
Total current liabilities | 81,284 | 79,494 | |||||||||||
Deferred tax liabilities | 5,897 | 1,552 | |||||||||||
Long term income taxes payable | 664 | 706 | |||||||||||
Other long term obligations | 23,523 | 16,493 | |||||||||||
Total liabilities | 111,368 | 98,245 | |||||||||||
Stockholders' equity | 621,017 | 619,389 | |||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 732,385 | $ | 717,634 |