-----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, F2CVRl3SoBlmPlB+LckT7nQJTSoIIgd9YYk7E9sckuY4XupYjm+dEMZqtJa+cRxo 9HQ/IYRozU/9QCNIaLUqcQ== 0001157523-03-005467.txt : 20031016 0001157523-03-005467.hdr.sgml : 20031016 20031016161640 ACCESSION NUMBER: 0001157523-03-005467 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031016 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031016 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: 03944030 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 a4494887.txt INTEGRATED DEVICE TECHNOLOGY, INC. 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 October 16, 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) 1 Item 7. Exhibits. (c) Exhibits: 99.1 Financial Information for Integrated Device Technology, Inc. for the quarter ended September 28, 2003, its second quarter of fiscal 2004, and forward looking statements relating to fiscal year 2004 as presented in a press release of October 16, 2003. Item 12. Disclosure of 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 October 16, 2003, Integrated Device Technology, Inc. issued a press release announcing its financial results for the quarter ended September 28, 2003, its second quarter of fiscal year 2004. 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 management believes are not directly related to the Company's ongoing operations. For example, in Q2 2004, the Company has excluded acquisition-related costs, restructuring charges, and costs associated with closing a fabrication facility as well as benefits from a non-recurring federal tax refund and the sale of the Company's last remaining equity holdings of PMC-Sierra. 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 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 October 16, 2003, a copy of which is attached hereto as Exhibit 99.1. 2 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: October 16, 2003 INTEGRATED DEVICE TECHNOLOGY, INC. By: /s/ Clyde R. Hosein ---------------------------------- Clyde R. Hosein Vice President and Chief Financial Officer (duly authorized officer) 3 EX-99 3 a4494887ex991.txt INTEGRATED DEVICE TECHNOLOGY, INC. PRESS RELEASE Exhibit 99.1 IDT Announces Results for Second Quarter Fiscal Year 2004 SANTA CLARA, Calif.--(BUSINESS WIRE)--Oct. 16, 2003-- Company Reports ($0.01) Pro-Forma EPS, $0.01 GAAP EPS IDT(TM) (Integrated Device Technology, Inc.)(Nasdaq:IDTI), a leading communications IC company, today announced results for the quarter ended September 28, 2003, its second quarter of fiscal 2004. Revenues for the second fiscal quarter were $80.8 million, a decrease of 2.7 percent compared to the first quarter of fiscal 2004 and a decrease of 12.4 percent from the quarter ended September 29, 2002. On a pro-forma basis, the net loss for the second fiscal quarter was $1.1 million ($0.01 per diluted share), compared to a net loss of $4.8 million ($0.05 per diluted share) in the first quarter of fiscal 2004 and net income of $1.0 million or $0.01 per diluted share for the quarter one year ago. Including certain costs, charges and gains in accordance with GAAP, the Company earned net income of $1.2 million in the second quarter of fiscal 2004 ($0.01 per diluted share), compared to a loss of $4.8 million ($0.05 per diluted share) in the first quarter of fiscal 2004. On a GAAP basis, the Company recorded a net loss of $4.9 million ($0.05 per diluted share) for the second quarter of fiscal 2003. Further information, including a detailed reconciliation of pro-forma and GAAP results, is provided in the financial tables of this release. "For the third consecutive quarter, we experienced strong sequential growth in the enterprise market. This growth is fueled by the demand for high-quality packet-processing products for IP networks," said Greg Lang, president and CEO of IDT. "We are also seeing encouraging signs of future growth in most of our market segments. Our customers' outlooks are more positive, inventories are under control while supplies are tightening, and average selling prices are stabilizing." Q2FY04 Highlights: -- IDT announced an agreement with IBM to purchase its full-ternary network search engine (NSE) product designs targeted at the enterprise switching market. With the acquisition, IDT further extended its leadership by offering the broadest and deepest portfolio of NSE solutions that accelerate packet processing. Specific to the transaction, IDT acquired 128Kx36 (4.5-Mbit) and 512Kx36 (18-Mbit) product designs, and IBM will serve as the foundry to manufacture these NSEs using a 0.13-micron, copper process. -- Leveraging its expertise in providing clock-distribution and clock-generation solutions, IDT entered the PC clock market with a family of devices targeting desktop computing platforms. The new devices are based on a new four phase-locked-loop (PLL) PC clock architecture that enables complete, independent control of key clock circuits within the system, replacing traditional three-PLL clock architectures. IDT plans to expand its offerings and develop a suite of PC clock devices that serve next-generation notebook and desktop computing platforms. -- IDT expanded its portfolio of Interprise(TM) processors with the introduction of the RC32336 integrated communications processor. The RC32336 processor delivers performance up to 180 MHz and is targeted at the cost-sensitive, high-volume small and medium enterprise (SME) and small office/home office (SOHO) wireless gateways, and wireless access point markets. Additionally, the RC32336 processor provides increased functionality and integration, allowing for connectivity to a wide range of networking devices including wireless local area network (WLAN) chipsets, and enables system developers to design fully featured and cost-effective solutions at a competitive price/performance point. -- The Company introduced a new family of inverse multiplexing ATM (IMA) devices that offer specific features for remote equipment such as mobile base stations and DSL multiplexers. The IMA devices allow the remote configuration of up to eight IMA groups at a far-end unit via the IMA group auto-detect function. The devices offer the most advanced user interface in the industry, simplifying software development, reducing costs and speeding time to market. The IDT IMA devices, coupled with the Company's SuperJET(TM) transceivers, provide a complete solution for IMA line-card applications, with the industry's lowest power consumption, chip count and board space. 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 October 16, 2003. The Webcast replay will be available after 4 p.m. PDT on October 16 through November 6, 2003. A taped telephone replay of the conference call will be available at (800) 475-6701 (access code is 701493) beginning at 5 p.m. PDT on October 16 and will be accessible until 9 p.m. PDT on October 23, 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, and is also part of the S&P SuperComposite 1500, which combines the S&P 500, MidCap 400, and SmallCap 600. Additional information about IDT is accessible at www.idt.com. About IDT IDT is a global leader in preemptive semiconductor solutions that accelerate packet processing for advanced network services. IDT serves communications equipment vendors by applying its advanced hardware, software and memory technologies to create flexible, highly integrated products that enhance the functionality and processing of network equipment. IDT accelerates intelligent packet processing with products such as network search engines (NSEs), programmable content inspection engines (CIEs), flow-control management (FCM) ICs and its family of Interprise(TM) integrated communications processors. The portfolio also comprises 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. 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. IDT, Interprise, and SuperJET are trademarks and the IDT logo is a registered trademark of Integrated Device Technology, Inc. Other brands, product names and marks are trademarks, registered trademarks, or trade names of their respective owners. INTEGRATED DEVICE TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended Six Months Ended ------------------------- ----------------- Sep. 28, Jun. 29, Sep. 29, Sep. 28, Sep. 29, 2003 2003 2002 2003 2002 ------------------------- --------- -------- Revenues $80,777 $83,045 $92,252 $163,822 $184,064 Cost of revenues 42,201 48,724 49,246 90,925 106,249 -------- -------- -------- --------- --------- Gross profit 38,576 34,321 43,006 72,897 77,815 -------- -------- -------- --------- --------- Operating expenses: Research and development 25,716 25,366 29,384 51,082 59,625 Selling, general and administrative 18,320 18,325 20,018 36,645 40,600 Acquired in-process research and development 264 -- -- 264 -- -------- -------- -------- --------- --------- Total operating expenses 44,300 43,691 49,402 87,991 100,225 -------- -------- -------- --------- --------- Operating loss (5,724) (9,370) (6,396) (15,094) (22,410) Interest expense (118) (92) (129) (210) (260) Gain (Loss) on equity investments 3,151 -- (6,557) 3,151 (6,557) Interest income and other, net 3,142 4,224 5,231 7,366 11,154 -------- -------- -------- --------- --------- Income (loss) before income taxes 451 (5,238) (7,851) (4,787) (18,073) Benefit for income taxes (699) (486) (2,969) (1,185) (5,601) -------- -------- -------- --------- --------- Net income (loss) $1,150 $(4,752) $(4,882) $(3,602) $(12,472) ======== ======== ======== ========= ========= Net income (loss) per share: Basic $0.01 $(0.05) $(0.05) $(0.03) $(0.12) Diluted $0.01 $(0.05) $(0.05) $(0.03) $(0.12) Weighted average shares: Basic 104,210 103,872 103,091 104,041 103,662 Diluted 106,148 103,872 103,091 104,041 103,662 INTEGRATED DEVICE TECHNOLOGY, INC. NON-GAAP ADJUSTMENTS (Unaudited) (In thousands) Three Months Ended Six Months Ended ------------------------- ----------------- Sep. 28, Jun. 29, Sep. 29, Sep. 28, Sep. 29, 2003 2003 2002 2003 2002 -------- -------- -------- -------- --------- Net income (loss) $1,150 $(4,752) $(4,882) $(3,602) $(12,472) -------- -------- -------- -------- --------- Non-GAAP adjustments: Cost of goods sold: Restructuring charges (1) -- 15 -- 15 -- Other (3) 280 282 619 562 4,256 Amortization of acquisition- related charges (2) 357 234 786 591 1,572 Operating expenses: Acquired IPR&D (2) 264 -- -- 264 -- Other (3) -- 36 108 36 586 Restructuring charges (1) 752 541 -- 1,293 -- Other acquisition- related costs (2) 492 444 976 936 1,952 (Gain) loss on equity investments (4) (3,151) -- 6,557 (3,151) 6,557 Other income (5) (180) (722) -- (902) -- Taxes (5) (1,081) (849) (3,208) (1,930) (4,971) -------- -------- -------- -------- --------- Total Non-GAAP adjustments (2,267) (19) 5,838 (2,286) 9,952 -------- -------- -------- -------- --------- Pro forma net income (loss) $(1,117) $(4,771) $956 $(5,888) $(2,520) ======== ======== ======== ======== ========= (1) Represents costs, primarily severance, of restructuring actions taken in Q2 2004. Q1 2004 includes non-recurring period costs, primarily facility exit costs, related to final implementation of restructuring activities originally announced in Q4 2003. (2) Costs relate to our Q2 2004 TCAM3 acquisition from IBM and acquisitions of Newave and Solidum in April 2001 and October 2002, respectively. Newave-related costs include stock-based compensation, amortization of intangible assets, and (in and six months ended Q2 2003 only) contingent compensation. TCAM3 and Solidum-related costs include only amortization of intangible assets. (3) Consists of costs associated with the closure of our Salinas plant. (4) Q2 2004 consists of the net gain realized on the sale of our final equity holdings in PMC-Sierra Inc. Q2 2003 represents an other-than-temporary impairment charge related the same investment. (5) In Q2 and Q1 2004, we received non-recurring federal and state tax refunds for tax years prior to 1996 plus interest accrued thereon. INTEGRATED DEVICE TECHNOLOGY, INC. PRO FORMA STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended Six Months Ended ------------------------- ------------------ Sep. 28, Jun. 29, Sep. 29, Sep. 28, Sep. 29, 2003 2003 2002 2003 2002 -------------------------- --------- -------- Revenues $80,777 $83,045 $92,252 $163,822 $184,064 Cost of revenues 41,564 48,193 47,841 89,757 100,421 -------- -------- -------- --------- --------- Gross profit 39,213 34,852 44,411 74,065 83,643 -------- -------- -------- --------- --------- Operating expenses: Research and development 25,261 24,592 28,456 49,853 57,617 Selling, general and administrative 17,531 18,078 19,862 35,609 40,070 -------- -------- -------- --------- --------- Total operating expenses 42,792 42,670 48,318 85,462 97,687 -------- -------- -------- --------- --------- Operating loss (3,579) (7,818) (3,907) (11,397) (14,044) Interest expense (118) (92) (129) (210) (260) Interest income and other, net 2,962 3,502 5,231 6,464 11,154 -------- -------- -------- --------- --------- Income (loss) before income taxes (735) (4,408) 1,195 (5,143) (3,150) Provision (benefit) for income taxes 382 363 239 745 (630) -------- -------- -------- --------- --------- Net income (loss) $(1,117) $(4,771) $956 $(5,888) $(2,520) ======== ======== ======== ========= ========= Net income (loss) per share: Diluted $(0.01) $(0.05) $0.01 $(0.06) $(0.02) Weighted average shares: Diluted 104,210 103,872 104,508 104,041 103,662 Our pro forma results exclude acquisition-related charges and unusual or infrequent expenses and benefits that management believes 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) Sep. 28, Mar. 30, (In thousands) 2003 2003 - ---------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $176,519 $144,400 Short-term investments 391,429 410,425 Accounts receivable, net 40,950 40,111 Inventories 33,414 41,189 Prepayments and other current assets 20,781 29,420 ----------- ----------- Total current assets 663,093 665,545 Property, plant and equipment, net 122,561 129,923 Goodwill and other intangibles 54,278 47,266 Other assets 37,344 38,578 ----------- ----------- TOTAL ASSETS $877,276 $881,312 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $16,323 $17,514 Accrued compensation and related expenses 11,885 11,020 Deferred income on shipments to distributors 16,082 17,911 Income taxes payable 33,095 32,280 Other accrued liabilities 19,406 20,120 ----------- ----------- Total current liabilities 96,791 98,845 Other liabilities 20,359 23,775 ----------- ----------- Total liabilities 117,150 122,620 Stockholders' equity 760,126 758,692 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 877,276 $ 881,312 =========== =========== CONTACT: IDT Investor Relations Tom McCallum, 408-654-6515 ir@idt.com or IDT Corporate Communications Diana Pailthorpe, 408-492-8210 (Press) diana.pailthorpe@idt.com or Porter Novelli Brad Langley, 408-369-1500 (Press) brad.langley@porternovelli.com -----END PRIVACY-ENHANCED MESSAGE-----