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 29, 2013. |
Dated: | July 25, 2013 | |
INTEGRATED DEVICE TECHNOLOGY, INC. | ||
By: | /S/ Richard D. Crowley, Jr. | |
Richard D. Crowley, Jr. | ||
Senior Vice President and Chief Financial Officer (duly authorized officer) |
Exhibit No. | Description |
99.1 | Press Release Dated July 29, 2013. |
Financial Contact: | Press Contact: | |
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 |
• | The divestiture of its PCI Express enterprise flash controller business to PMC-Sierra for approximately $96 million in cash. |
• | The industry's first low-power quad 16-bit DACs with high-speed JESD204B interface enabling wide bandwidth support and simplified board routing in 4G multi-carrier broadband wireless applications. |
• | A low-noise timing chipset for wireless base station radio cards, offering engineers the tools needed to solve phase noise-related challenges and build cutting-edge wireless systems. |
• | The World's lowest jitter Synchronous Ethernet single-chip timing solution that reduces jitter by over 50 percent versus competing solutions and meets the industry's most stringent 10G or 40G Ethernet performance requirements. |
• | Breakthrough timing architectures enabling the industry's lowest phase noise VCO and fractional output divider. The new designs empower customers to solve phase noise-related challenges in high-performance communication and networking applications. |
• | A cross-platform power management solution system-validated by Intel, for Intel® Atom™ processors, Intel® Xeon® processors and Intel® Core™ processors. IDT's innovative distributed power solution offers tremendous flexibility for point-of-load regulation, circuit board routing, and thermal distribution. |
• | The industry's most integrated WPC 1.1 Qi-certified wireless power transmitters, offering wireless charger manufacturers the smallest application footprint and bill-of-materials (BOM) of any solution on the market today. |
• | Its wireless power transmitter has been selected for TYLT's award-winning “VÜ” wireless charging base. IDT's solution was selected for its multi-coil support, compact size, reduced bill-of-materials (BOM), functional flexibility, programmability, and superior customer support. |
• | Revenue for the fiscal first quarter of 2014 was $118.0 million, compared with $130.2 million reported in the same period one year ago. |
• | GAAP net loss from continuing operations for the fiscal first quarter of 2014 was $2.3 million, or a loss of $0.02 per diluted share, versus GAAP net income from continuing operations of $0.5 million or breakeven per diluted share in the same period one year ago. Fiscal first quarter 2014 GAAP results include $6.2 million in acquisition and restructuring related charges, $5.0 million in stock-based compensation, and $0.8 million from related tax effects. |
• | Non-GAAP net income from continuing operations for the fiscal first quarter of 2014 was $8.2 million or $0.05 per diluted share, compared with non-GAAP net income from continuing operations of $11.0 million or $0.08 per diluted share reported in the same period one year ago. |
• | GAAP gross profit for the fiscal first quarter of 2014 was $66.2 million, or 56.1 percent, compared with GAAP gross profit of $72.5 million, or 55.7 percent, reported in the same period one year ago. Non-GAAP gross profit for the fiscal first quarter of 2014 was $69.3 million, or 58.8 percent, compared with non-GAAP gross profit of $77.0 million, or 59.2 percent, reported in the same period one year ago. |
• | GAAP R&D expense for the fiscal first quarter of 2014 was $40.8 million, compared with GAAP R&D expense of $41.5 million reported in the same period one year ago. Non-GAAP R&D expense for the fiscal first quarter of 2014 was $37.3 million, compared with non-GAAP R&D of $39.7 million in the same period one year ago. |
• | GAAP SG&A expense for the fiscal first quarter of 2014 was $27.8 million, compared with GAAP SG&A expense of $36.4 million in the same period one year ago. Non-GAAP SG&A expense for the fiscal first quarter of 2014 was $23.4 million, compared with non-GAAP SG&A expense of $24.6 million in the same period one year ago. |
• | Amortization of acquisition related intangibles, which include acquired intangibles such as purchased technology, patents, customer relationships, trademarks, backlog and non-compete agreements. |
• | Acquisition related costs such as legal, accounting and other professional or consulting fees directly related to an acquisition. |
• | Other acquisition related costs which consists of an accrued deferred closing date fee associated with the acquisition of NXP's high-speed data converter assets. |
• | Fair market value adjustment to acquired inventory sold. |
• | Severance and retention costs directly related to a restructuring action. |
• | Facility closure costs consist of ongoing costs associated with the exit of our leased and owned facilities. |
• | Gain on divestiture consists of gains recognized upon the strategic sale of business units. |
• | Assets impairments consists of an impairment charge related to a note receivable and subsequent recoveries. |
• | Asset impairments, consists of the accelerated depreciation of certain design tools no longer in use and the release of capitalized financing fees associated with a financing facility which expired unused. |
• | Other-than-temporary impairment loss on investments consists of fair value write-downs of certain private equity investments. |
• | Stock based compensation expense. |
• | Expenses related to stockholder activities reflect advisory fees related to inquiries of Starboard Value LP. |
• | Compensation expense (benefit) - deferred compensation, consists of gains and losses on marketable equity securities related to our deferred compensation arrangements. |
• | Loss (gain) on deferred compensation plan securities represents 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. |
• | Life insurance proceeds received, represents proceeds received under corporate owned life insurance under our deferred compensation plan. |
• | Tax effects of non-GAAP adjustments. |
• | Diluted weighted average shares non-GAAP adjustment, 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 STATEMENTS OF OPERATIONS | ||||||||||||||
(Unaudited) | ||||||||||||||
(In thousands, except per share data) | ||||||||||||||
Three Months Ended | ||||||||||||||
June 30, | March 31, | July 1, | ||||||||||||
2013 | 2013 | 2012 | ||||||||||||
Revenues | $ | 117,982 | $ | 108,527 | $ | 130,161 | ||||||||
Cost of revenues | 51,809 | 49,014 | 57,648 | |||||||||||
Gross profit | 66,173 | 59,513 | 72,513 | |||||||||||
Operating expenses: | ||||||||||||||
Research and development | 40,849 | 45,732 | 41,544 | |||||||||||
Selling, general and administrative | 27,843 | 29,133 | 36,412 | |||||||||||
Total operating expenses | 68,692 | 74,865 | 77,956 | |||||||||||
Operating loss | (2,519 | ) | (15,352 | ) | (5,443 | ) | ||||||||
Gain from divestiture | — | 7,986 | — | |||||||||||
Other-than-temporary impairment loss on investments | — | (1,708 | ) | — | ||||||||||
Other income (expense), net | 57 | 258 | 2,000 | |||||||||||
Loss from continuing operations before income taxes | (2,462 | ) | (8,816 | ) | (3,443 | ) | ||||||||
Provision (benefit) for income taxes | (198 | ) | 1,811 | (3,986 | ) | |||||||||
Net income (loss) from continuing operations | (2,264 | ) | (10,627 | ) | 543 | |||||||||
Discontinued operations: | ||||||||||||||
Loss from discontinued operations | — | — | (4,858 | ) | ||||||||||
Provision (benefit) for income taxes | — | — | — | |||||||||||
Net income (loss) from discontinued operations | — | — | (4,858 | ) | ||||||||||
Net loss | $ | (2,264 | ) | $ | (10,627 | ) | $ | (4,315 | ) | |||||
Basic net income (loss) per share continuing operations | $ | (0.02 | ) | $ | (0.07 | ) | $ | — | ||||||
Basic net loss per share discontinued operations | — | — | (0.03 | ) | ||||||||||
Basic net loss per share | $ | (0.02 | ) | $ | (0.07 | ) | $ | (0.03 | ) | |||||
Diluted net income (loss) per share continuing operations | $ | (0.02 | ) | $ | (0.07 | ) | $ | — | ||||||
Diluted net loss per share discontinued operations | — | — | (0.03 | ) | ||||||||||
Diluted net loss per share | $ | (0.02 | ) | $ | (0.07 | ) | $ | (0.03 | ) | |||||
Weighted average shares: | ||||||||||||||
Basic | 147,056 | 145,626 | 142,595 | |||||||||||
Diluted | 147,056 | 145,626 | 143,984 |
INTEGRATED DEVICE TECHNOLOGY, INC. | ||||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (a) | ||||||||||||||
(Unaudited) | ||||||||||||||
(In thousands, except per share data) | ||||||||||||||
Three Months Ended | ||||||||||||||
June 30, | March 31, | July 1, | ||||||||||||
2013 | 2013 | 2012 | ||||||||||||
GAAP net income (loss) from continuing operations | $ | (2,264 | ) | $ | (10,627 | ) | $ | 543 | ||||||
GAAP diluted net income (loss) per share continuing operations | $ | (0.02 | ) | $ | (0.07 | ) | $ | — | ||||||
Acquisition related: | ||||||||||||||
Amortization of acquisition related intangibles | 4,321 | 5,409 | 4,891 | |||||||||||
Acquisition related legal and consulting fees | 730 | 1,129 | 4,836 | |||||||||||
Other acquisition related costs | — | — | 1,800 | |||||||||||
Fair market value adjustment to acquired inventory sold | — | — | 358 | |||||||||||
Restructuring related: | ||||||||||||||
Severance and retention costs | 1,174 | 1,662 | 715 | |||||||||||
Facility closure costs | 8 | 2 | 13 | |||||||||||
Gain on divestiture | — | (7,986 | ) | — | ||||||||||
Assets impairment | (36 | ) | (37 | ) | (59 | ) | ||||||||
Other: | ||||||||||||||
Other-than-temporary impairment loss on investments | — | 1,708 | — | |||||||||||
Stock-based compensation expense | 4,986 | 3,966 | 3,122 | |||||||||||
Assets impairment | — | 5,724 | — | |||||||||||
Expenses related to stockholder activities | — | (1,000 | ) | 2,576 | ||||||||||
Compensation expense (benefit)—deferred compensation plan | (100 | ) | 704 | (136 | ) | |||||||||
Loss (gain) on deferred compensation plan securities | 101 | (696 | ) | 314 | ||||||||||
Life insurance proceeds received | — | — | (2,313 | ) | ||||||||||
Tax effects of Non-GAAP adjustments | (761 | ) | 1,544 | (5,677 | ) | |||||||||
Non-GAAP net income from continuing operations | $ | 8,159 | $ | 1,502 | $ | 10,983 | ||||||||
GAAP weighted average shares - diluted | 147,056 | 145,626 | 143,984 | |||||||||||
Non-GAAP adjustment | 5,884 | 5,026 | 1,716 | |||||||||||
Non-GAAP weighted average shares - diluted | 152,940 | 150,652 | 145,700 | |||||||||||
Non-GAAP diluted net income per share continuing operations | $ | 0.05 | $ | 0.01 | $ | 0.08 |
INTEGRATED DEVICE TECHNOLOGY, INC. | ||||||||||
RECONCILIATION OF GAAP TO NON-GAAP (continued) | ||||||||||
(Unaudited) | ||||||||||
(In thousands, except per share data) | ||||||||||
Three Months Ended | ||||||||||
June 30, | March 31, | July 1, | ||||||||
2013 | 2013 | 2012 | ||||||||
GAAP gross profit | 66,173 | 59,513 | 72,513 | |||||||
Acquisition and divestiture related: | ||||||||||
Amortization of acquisition related intangibles | 2,905 | 3,210 | 3,622 | |||||||
Fair market value adjustment to acquired inventory sold | — | — | 358 | |||||||
Restructuring related: | ||||||||||
Severance and retention costs | 1 | — | 301 | |||||||
Facility closure costs | 2 | (9 | ) | 6 | ||||||
Assets impairment | (36 | ) | (37 | ) | (59 | ) | ||||
Other: | ||||||||||
Compensation expense (benefit)—deferred compensation plan | (31 | ) | 217 | (34 | ) | |||||
Stock-based compensation expense | 333 | 263 | 303 | |||||||
Non-GAAP gross profit | 69,347 | 63,157 | 77,010 | |||||||
GAAP R&D expenses: | 40,849 | 45,732 | 41,544 | |||||||
Restructuring related: | ||||||||||
Severance and retention costs | (1,092 | ) | (1,560 | ) | (340 | ) | ||||
Facility closure costs | (2 | ) | (6 | ) | (4 | ) | ||||
Other: | ||||||||||
Assets impairment | — | (3,203 | ) | — | ||||||
Compensation expense (benefit)—deferred compensation plan | 52 | (365 | ) | 82 | ||||||
Stock-based compensation expense | (2,472 | ) | (2,146 | ) | (1,542 | ) | ||||
Non-GAAP R&D expenses | 37,335 | 38,452 | 39,740 | |||||||
GAAP SG&A expenses: | 27,843 | 29,133 | 36,412 | |||||||
Acquisition and divestiture related: | ||||||||||
Amortization of acquisition related intangibles | (1,416 | ) | (2,199 | ) | (1,269 | ) | ||||
Acquisition related legal and consulting fees | (730 | ) | (1,129 | ) | (4,836 | ) | ||||
Other acquisition related costs | — | — | (1,800 | ) | ||||||
Restructuring related: | ||||||||||
Severance and retention costs | (81 | ) | (102 | ) | (74 | ) | ||||
Facility closure costs | (4 | ) | (5 | ) | (3 | ) | ||||
Other: | ||||||||||
Assets impairment | — | (2,521 | ) | — | ||||||
Compensation expense (benefit)—deferred compensation plan | 17 | (122 | ) | 20 | ||||||
Stock-based compensation expense | (2,181 | ) | (1,557 | ) | (1,277 | ) | ||||
Expenses related to stockholder activities | — | 1,000 | (2,576 | ) | ||||||
Non-GAAP SG&A expenses | 23,448 | 22,498 | 24,597 |
INTEGRATED DEVICE TECHNOLOGY, INC. | |||||||||||
RECONCILIATION OF GAAP TO NON-GAAP (continued) | |||||||||||
(Unaudited) | |||||||||||
(In thousands, except per share data) | |||||||||||
Three Months Ended | |||||||||||
June 30, | March 31, | July 1, | |||||||||
2013 | 2013 | 2012 | |||||||||
GAAP interest income and other, net | 57 | 258 | 2,000 | ||||||||
Loss (gain) on deferred compensation plan securities | 101 | (696 | ) | 314 | |||||||
Life insurance proceeds received | — | — | (2,313 | ) | |||||||
Non-GAAP interest income and other, net | 158 | (438 | ) | 1 | |||||||
GAAP provision (benefit) for income taxes continuing operations | (198 | ) | 1,811 | (3,986 | ) | ||||||
Tax effects of Non-GAAP adjustments (7) | 761 | (1,544 | ) | 5,677 | |||||||
Non-GAAP provision (benefit) for income taxes continuing operations | 563 | 267 | 1,691 | ||||||||
(a) Refer to the accompanying “Notes to Non-GAAP Financial Measures” for a detailed discussion of management’s use of non-GAAP financial measures. |
INTEGRATED DEVICE TECHNOLOGY, INC. | |||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||||
(Unaudited) | |||||||||
June 30, | March 31, | ||||||||
(In thousands) | 2013 | 2013 | |||||||
ASSETS | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | 113,995 | $ | 130,837 | |||||
Short-term investments | 196,242 | 166,333 | |||||||
Accounts receivable, net | 65,647 | 62,083 | |||||||
Inventories | 56,827 | 56,555 | |||||||
Prepaid and other current assets | 22,650 | 24,697 | |||||||
Total current assets | 455,361 | 440,505 | |||||||
Property, plant and equipment, net | 76,163 | 74,988 | |||||||
Goodwill | 144,924 | 144,924 | |||||||
Acquisition-related intangibles | 44,281 | 48,602 | |||||||
Other assets | 18,611 | 19,560 | |||||||
TOTAL ASSETS | $ | 739,340 | $ | 728,579 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
Current liabilities: | |||||||||
Accounts payable | $ | 27,843 | $ | 23,244 | |||||
Accrued compensation and related expenses | 22,589 | 21,090 | |||||||
Deferred income on shipments to distributors | 13,962 | 14,539 | |||||||
Deferred taxes liabilities | 1,005 | 1,000 | |||||||
Other accrued liabilities | 11,813 | 14,652 | |||||||
Total current liabilities | 77,212 | 74,525 | |||||||
Deferred tax liabilities | 1,552 | 1,552 | |||||||
Long term income taxes payable | 284 | 454 | |||||||
Other long term obligations | 20,673 | 22,022 | |||||||
Total liabilities | 99,721 | 98,553 | |||||||
Stockholders' equity | 639,619 | 630,026 | |||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 739,340 | $ | 728,579 |