-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GsN179o0u2XSnsg0xRFtV1P4P40ArdCFim+1aKgpxgCu4AiIJImUE9iOi0LP/J79 Xs6is8p4OgHC+WlSbwQcPg== 0001157523-03-001260.txt : 20030423 0001157523-03-001260.hdr.sgml : 20030423 20030423160504 ACCESSION NUMBER: 0001157523-03-001260 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030423 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED DEVICE TECHNOLOGY INC CENTRAL INDEX KEY: 0000703361 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942669985 STATE OF INCORPORATION: DE FISCAL YEAR END: 0328 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12695 FILM NUMBER: 03660179 BUSINESS ADDRESS: STREET 1: 2975 STENDER WAY CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4087276116 MAIL ADDRESS: STREET 1: 2975 STENDER WAY CITY: SANTA CLARA STATE: CA ZIP: 95054 8-K 1 a4381448.txt INTEGRATED DEVICE TECHNOLOGY 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 23, 2003 Date of report (Date of earliest event reported) Integrated Device Technology, Inc. (Exact name of registrant as specified in its charter) Delaware 0-12695 94-2669985 (State of (Commission File Number) (IRS Employer Incorporation) Identification No.) 2975 Stender Way, Santa Clara, California 95054 (Address of principal executive offices) (Zip Code) (408) 727-6116 (Registrant's telephone number, including area code) Item 7. Exhibits. (c) Exhibits: 99.1 Financial Information for Integrated Device Technology, Inc. for the quarter and fiscal year ended March 30, 2003 and forward-looking statements relating to fiscal year 2004 as presented in a press release of April 23, 2003. Item 12. Results of Operations and Financial Condition. The information contained in this Current Report, including the Exhibit 99.1 attached hereto, is being furnished pursuant to "Item 12. Results of Operations and Financial Condition" of Form 8-K in accordance with SEC Release Nos. 33-8216 and 34-47583. The information in this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. On April 23, 2003, Integrated Device Technology, Inc. issued a press release announcing its financial results for the fourth quarter and fiscal year ended March 30, 2003. A copy of the press release is attached as Exhibit 99.1. The Company's press release contains non-GAAP financial measures. Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures included in the press release. Pro Forma Statements of Operations are presented in the press release. Pro Forma Statements of Operations exclude certain costs, charges and gains that impacted the Company's results of operations. In particular, the Company has excluded asset impairment charges related to fixed and intangible assets, a reserve against net deferred tax assets, restructuring charges, acquisition-related costs and gains and losses related to equity investments. Management uses this information excluding these charges in evaluating results of the operations of the Company and believes that this information provides investors a valuable insight into the underlying results of the ongoing operations of the Company and facilitates comparison between the Company and other companies. The foregoing description is qualified in its entirety by reference to the Registrant's Press Release dated April 23, 2003, a copy of which is attached hereto as Exhibit 99.1. SIGNATURE 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 hereunto duly authorized. Dated: April 23, 2003 INTEGRATED DEVICE TECHNOLOGY, INC. By: /s/ Clyde R. Hosein ---------------------------------- Clyde R. Hosein Vice President and Chief Financial Officer (duly authorized officer) Exhibit 99.1 IDT Announces Results for Fourth Fiscal Quarter and Full Fiscal Year 2003 Revenue Growth Resumes as the Company Posts $80.8 Million in the Fourth Fiscal Quarter SANTA CLARA, Calif.--(BUSINESS WIRE)--April 23, 2003--IDT(TM) (Integrated Device Technology, Inc.; Nasdaq:IDTI), a leading communications IC company, today announced results for the fourth fiscal quarter and full fiscal year 2003, ended March 30, 2003. Revenues for the fourth quarter were $80.8 million, an increase of 2.3 percent over the third quarter of fiscal 2003 and a decrease of 6.7 percent from the fiscal quarter ended March 31, 2002. Revenues for fiscal year 2003 were $343.9 million, a decrease of 9.5 percent over the previous fiscal year. On a pro-forma basis, net loss for the fourth fiscal quarter was $23.6 million ($0.23 per share), compared to a net loss of $6.6 million ($0.06 per share) for the quarter one year ago; and the net loss for the full fiscal year 2003 was $53.2 million ($0.51 per share), compared to a net loss of $23.7 million ($0.23 per share) during the previous fiscal year. Including certain costs, charges and gains in accordance with GAAP, the Company lost $239.1 million in the fourth quarter of fiscal 2003 ($2.31 per share). On a GAAP basis, one year ago the Company recorded a net loss of $20.0 million ($0.19 per share) for the fourth quarter. On a GAAP basis for fiscal year 2003, the net loss was $277.9 million ($2.68 per share), compared to a net loss of $46.2 million ($0.44 per share) during the previous fiscal year. Included in the fourth-quarter results were restructuring and impairment charges, and asset write-downs of $213.3 million. This included a $107.9 million write-down of manufacturing fixed assets, a reserve of $88.5 million to fully reserve the Company's net deferred tax assets, and a charge of $13.5 million related to certain intangible technology assets. Of the $213.3 million, only about $3 million represent cash charges, primarily severance related to reducing headcount by approximately 150 positions during the quarter. Further information, including a detailed reconciliation of pro-forma and GAAP results, is provided in the financial tables of this release. "We are pleased with the progress we've made in substantially reducing our inventory levels and aggressively cutting spending to better align our business model with the current industry conditions and forecasted revenue," said Greg Lang, president and CEO of IDT. "Assuming moderate improvement in economic conditions, we anticipate that the actions we have taken will position us to generate positive cash flow starting as early as the first quarter and achieve pro-forma profitability during the fiscal year." FY03 Highlights: -- IDT added several key senior executives in fiscal 2003. IDT named Clyde Hosein as vice president and chief financial officer, Thomas Brenner as vice president of worldwide marketing, and Scott Sarnikowski as vice president and co-general manager of the IP co-processor division. In addition, Lang completed his planned transition to president and CEO and joined the IDT board of directors. -- The Company received several accolades with its network search engines (NSEs), including the EDN Top 100 Products Award for 2002, being named the leading vendor of routing and switching semiconductors by RHK, Inc. and named the technology and volume shipment leader by IDC, and securing several new design wins at key communications customers. -- IDT continued to enhance its leadership in packet processing by shipping its one-millionth NSE and introducing the industry's fastest, widest and highest-performance NSE. In addition, IDT also began sampling its devices with fully integrated interfaces to the Intel and AMCC network processors, and introduced a suite of development tools that help speed development time, decrease system costs and improve overall system performance. -- IDT acquired Solidum Systems, the leading provider of classification and content-inspection processing solutions. This acquisition combined the packet-processing strengths of two industry leaders and allows for IDT to provide a complete Layer 2-7 classification solution. -- IDT introduced the RC32438 Interprise(TM) integrated communications processor for managed Layer-2 and Layer-3 Ethernet switches. This integrated processor received a product-of-the-year award from analogZONE for boosting system bandwidth and efficiency. The RC32438 processor delivers up to 266 MHz in performance and incorporates a DDR memory controller, a 32-bit version 2.2 PCI controller and two on-chip Ethernet interfaces to address the bandwidth-demanding requirements of enterprise and access applications. -- The Company extended its leadership in FIFO technology with the introduction of high-speed TeraSync(TM) quad/dual FIFO products that provide two or four TeraSync FIFOs in a single package, thereby reducing board space and overall system costs. These new TeraSync FIFOs are ideal for applications where data-stream convergence and parallel buffering of multiple data paths are required, including bandwidth-demanding communications systems, data acquisition systems and medical equipment. -- IDT announced several new multi-port devices, including the industry's first 9-Mbit, monolithic, synchronous dual-ports; the industry's first 2.5-volt synchronous and asynchronous dual-ports; and the industry's fastest and lowest-powered synchronous FourPort(TM) devices. These new families further expand the Company's leadership in multi-port technology. -- IDT enhanced its clock portfolio with the new TeraClock(TM) family of zero delay buffers and programmable skew devices that provide the industry's broadest range of translation capabilities between I/O standards. In addition, the Company also announced the industry's first family of zero delay buffers capable of user-selectable 2.5- and 3.3-volt outputs, allowing designers increased flexibility to integrate multiple voltage inputs on a single board. Webcast and Conference Call Information Investors can listen to a live or replay Webcast of the Company's quarterly financial conference call at www.idt.com. The live Webcast begins at 1:30 p.m. PDT on April 23, 2003. The Webcast replay will be available after 4 p.m. PDT on April 23 through May 14, 2003. A taped telephone replay of the conference call will be available at 800/475-6701 (access code is 681310) beginning at 5 p.m. PDT on April 23 and will be accessible until 9 p.m. PDT on April 30, 2003. Investor Information IDT stock is traded on the Nasdaq Stock Market(R) under the symbol "IDTI." The Company is included in the S&P 1000, which is a combination of the S&P MidCap 400 and S&P SmallCap 600 Indices. The investor hotline is 408/654-6420. About IDT IDT enhances the global network with semiconductor solutions for communications companies that lead innovation and drive convergence in voice, data and wireless networks. IDT is focused on enhancing system bandwidth with communications-specific products including network search engines, classification and content inspection processors and integrated communications processors. The portfolio is also comprised of products optimized for communications applications, including telecom products, FIFOs, multi-ports, and clock management products. In addition, the product mix includes high-performance digital logic and high-speed SRAMs to meet the requirements of leading communications companies. Headquartered in Santa Clara, Calif., the Company employs approximately 3,100 people worldwide and has a wafer manufacturing facility in Oregon, and test and assembly facilities in the Philippines and Malaysia. Additional information about IDT is easily accessible at www.idt.com. Forward-looking statements in this release involve a number of risks and uncertainties including, but not limited to, global business and economic conditions, product demand, manufacturing capacity and costs, competition, pricing, patent and other intellectual property rights of third parties, timely development and supply of new products and manufacturing processes, availability of capital, cash flow and other risk factors detailed in the Company's Securities and Exchange Commission filings. Actual results may differ materially from the Company's projections. FourPort, Interprise, IDT, TeraClock and TeraSync are trademarks of Integrated Device Technology, Inc. All other brands, product names and marks are or may be trademarks or registered trademarks used to identify products or services of their respective owners. INTEGRATED DEVICE TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended Twelve Months Ended - ------------------ ------------------------------ -------------------- Mar. 30, Dec. 29, Mar. 31, Mar. 30, Mar. 31, 2003 2002 2002 2003 2002 ------------------------------ ---------- --------- Revenues $80,804 $79,010 $86,621 $343,878 $379,817 Cost of revenues 60,893 59,826 56,163 226,693 241,841 Restructuring charges, asset impairment and other 114,085 1,010 3,870 115,370 24,742 ---------- --------- --------- ---------- --------- Gross profit (loss) (94,174) 18,174 26,588 1,815 113,234 ---------- --------- --------- ---------- --------- Operating expenses: Research and development 39,357 30,126 31,962 129,108 129,146 Selling, general and administrative 20,396 21,827 18,707 82,511 83,987 Acquired in- process research and development -- 2,670 -- 2,670 16,000 Amortization of intangibles 161 161 1,681 634 6,724 ---------- --------- --------- ---------- --------- Total operating expenses 59,914 54,784 52,350 214,923 235,857 ---------- --------- --------- ---------- --------- Operating loss (154,088) (36,610) (25,762) (213,108) (122,623) Interest expense (111) (143) (203) (514) (1,238) Gain (loss) on equity investments -- -- -- (6,557) 36,160 Interest income and other, net 3,880 4,006 6,459 19,040 38,744 ---------- --------- --------- ---------- --------- Loss before income taxes (150,319) (32,747) (19,506) (201,139) (48,957) Provision (benefit) for income taxes 88,782 (6,424) 474 76,757 (2,765) ---------- --------- --------- ---------- --------- Net loss $(239,101) $(26,323) $(19,980) $(277,896) $(46,192) ========== ========= ========= ========== ========= Net loss per share: Basic $(2.31) $(0.25) $(0.19) $(2.68) $(0.44) Diluted $(2.31) $(0.25) $(0.19) $(2.68) $(0.44) Weighted average shares: Basic 103,574 103,271 104,351 103,520 104,560 Diluted 103,574 103,271 104,351 103,520 104,560 INTEGRATED DEVICE TECHNOLOGY, INC. PRO FORMA ADJUSTMENTS (Unaudited) (In thousands) Three Months Ended Twelve Months Ended - ------------------ ------------------------------ -------------------- Mar. 30, Dec. 29, Mar. 31, Mar. 30, Mar. 31, 2003 2002 2002 2003 2002 ---------- --------- --------- ---------- --------- Net loss $(239,101) $(26,323) $(19,980) $(277,896) $(46,192) ---------- --------- --------- ---------- --------- Non-GAAP adjustments: Cost of goods sold: Restructuring charges (1) 1,031 1,010 3,870 2,316 7,309 Asset impairment (2), (3) 113,054 -- -- 113,054 17,433 Other (4) 288 339 3,127 4,608 3,127 Amortization of acquisition- related charges (3) 909 909 786 3,390 3,144 Operating expenses: Asset impairment (2) 8,329 -- -- 8,329 -- Acquired IPR&D (3) -- 2,670 -- 2,670 16,000 Other (4) 9 8 76 385 76 Restructuring charges (1) 2,373 868 172 3,459 1,289 Amortization of goodwill (3) -- -- 1,500 -- 6,000 Other acquisition- related costs (3) 991 1,248 1,752 4,191 5,839 Losses (gains) on equity Investments (5) -- -- -- 6,557 (36,160) Other income (6) -- -- -- -- (4,785) Taxes (7) 88,536 (1,285) 2,118 75,773 3,171 ---------- --------- --------- ---------- --------- Total special items 215,520 5,767 13,401 224,732 (22,443) ---------- --------- --------- ---------- --------- Pro forma net loss $(23,581) $(20,556) $(6,579) $(53,164) $(23,749) ========== ========= ========= ========== ========= (1) Consists of costs, primarily severance, of restructuring actions taken during FY 2002 and FY 2003. (2) We recorded impairment charges related to our Salinas, Calif. wafer fabrication plant (Q3 2002) and other manufacturing assets, principally our Hillsboro, Ore. fabrication plant (Q4 2003). (3) Costs relate to our acquisitions of Newave and Solidum in April 2001 and October 2002, respectively. Newave-related costs include an IPR&D charge and amortization of contingent compensation, stock-based compensation and intangible assets. Solidum-related costs include an IPR&D charge and amortization of intangible assets. We also recorded an intangible asset impairment charge of $13.5 million in Q4 2003 related to Newave existing technology. (4) Consists of costs related to the June 2002 closure of our Salinas plant, including $3.0 million and $2.9 million in retention bonuses for Q1 2003 and Q4 2002, respectively. (5) We recorded an other-than-temporary impairment charge related to an equity investment in Q2 2003. We sold another equity investment in Q3 2002 and recorded a pretax gain of $35.7 million. (6) In Q2 2002, we exercised an option to purchase land. The land was immediately sold at a pretax gain of $5.1 million. (7) We recorded a valuation allowance of $88.5 million against our net deferred tax assets in Q4 2003. INTEGRATED DEVICE TECHNOLOGY, INC. PRO FORMA STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended Twelve Months Ended - --------------------- ---------------------------- ------------------- Mar. 30, Dec. 29, Mar. 31, Mar. 30, Mar. 31, 2003 2002 2002 2003 2002 ---------------------------- --------- --------- Revenues $80,804 $79,010 $86,621 $343,878 $379,817 Cost of revenues 59,696 58,578 52,250 218,695 235,570 --------- --------- -------- --------- --------- Gross profit 21,108 20,432 34,371 125,183 144,247 --------- --------- -------- --------- --------- Operating expenses: Research and development 29,354 28,839 30,143 115,810 123,448 Selling, general and administrative 18,858 21,151 18,707 80,079 83,205 --------- --------- -------- --------- --------- Total operating expenses 48,212 49,990 48,850 195,889 206,653 --------- --------- -------- --------- --------- Operating loss (27,104) (29,558) (14,479) (70,706) (62,406) Interest expense (111) (143) (203) (514) (1,238) Interest income and other, net 3,880 4,006 6,459 19,040 33,959 --------- --------- -------- --------- --------- Loss before income taxes (23,335) (25,695) (8,223) (52,180) (29,685) Provision (benefit) for income taxes (1) 246 (5,139) (1,644) 984 (5,936) --------- --------- -------- --------- --------- Net loss $(23,581) $(20,556) $(6,579) $(53,164) $(23,749) ========= ========= ======== ========= ========= Net loss per share: Diluted $(0.23) $(0.20) $(0.06) $(0.51) $(0.23) Weighted average shares: Diluted 103,574 103,271 104,351 103,520 104,560 (1) In the fourth quarter of fiscal 2003, we established a valuation allowance to reserve 100% of our deferred tax assets and ceased to recognize any tax benefit associated with period losses. Therefore, pro forma results presented for the three and twelve month periods ended March 30, 2003 exclude any domestic tax benefits associated with losses for those periods and include only estimated foreign taxes payable of $246 thousand and $984 thousand, respectively. Our pro forma results exclude acquisition-related charges and unusual or infrequent expenses and benefits that are not directly related to our ongoing operations. We believe that these pro forma results provide useful information; however, our presentation of pro forma results is not in accordance with GAAP and may not be comparable to pro forma information provided by other companies. Pro forma information should be considered a supplement to, and not a substitute for, financial statements prepared in accordance with GAAP. INTEGRATED DEVICE TECHNOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) Mar. 30, Mar. 31, (In thousands) 2003 2002 - ------------------------------------------- ----------- ------------ ASSETS Current assets: Cash and cash equivalents $144,400 $256,172 Short-term investments 410,425 418,228 Accounts receivable, net 40,111 40,067 Inventories 41,189 78,247 Deferred tax assets -- 74,874 Prepayments and other current assets 29,420 19,787 ----------- ------------ Total current assets 665,545 887,375 Property, plant and equipment, net 129,923 221,499 Goodwill and other intangibles 47,266 57,281 Other assets 38,578 59,664 ----------- ------------ TOTAL ASSETS $881,312 $1,225,819 =========== ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $17,514 $18,342 Accrued compensation and related expenses 11,020 14,068 Deferred income on shipments to distributors 17,911 36,443 Income taxes payable 32,280 21,863 Other accrued liabilities 20,120 29,173 ----------- ------------ Total current liabilities 98,845 119,889 Other liabilities 23,775 51,221 ----------- ------------ Total liabilities 122,620 171,110 Stockholders' equity 758,692 1,054,709 ----------- ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 881,312 $1,225,819 =========== ============ CONTACT: Integrated Device Technology Diana Pailthorpe 408/492-8210 (Corporate Communications) diana.pailthorpe@idt.com Investor Relations, 408/654-6420 ir@idt.com or Porter Novelli Ricky Gradwohl, 408/369-1500 ext. 31 (Press) ricky.gradwohl@porternovelli.com -----END PRIVACY-ENHANCED MESSAGE-----