-----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, C87qd4vmsd4LoPg8OkBq+AXJY5PSIm5RZrNBXU3F8MD/XW4dckQ//mpvMrDVXaXX LoC9/fQLJrYE0ck8iPUSeA== 0001157523-04-006721.txt : 20040723 0001157523-04-006721.hdr.sgml : 20040723 20040722160603 ACCESSION NUMBER: 0001157523-04-006721 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040722 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040722 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: 04926605 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 a4686304.txt INTEGRATED DEVICE TECHNOLOGY INC 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 July 22, 2004 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 first quarter ended June 27, 2004, and forward looking statements relating to fiscal year 2005 as presented in a press release of July 22, 2004. 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 July 22, 2004, Integrated Device Technology, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended June 27, 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. Non-GAAP Statements of Operations are presented in the press release. Non-GAAP Statements of Operations exclude acquisition-related charges and other expenses and benefits that management believes are not directly related to the Company's ongoing operations. For example, for the quarter ended June 27, 2004, the Company has excluded a loss on an equity investment as well as acquisition-related costs and costs and benefits associated with closing a fabrication facility. For the quarter ended June 29, 2003, in addition to excluding comparable acquisition-related costs and costs associated with closing a fabrication facility, non-GAAP results also exclude restructuring costs and benefits from Federal and state tax refunds with related interest for tax years prior to 1996. These non-GAAP results are consistent with another way management internally evaluates results of operations and the Company believes this presentation format may be useful to readers of our financial results. However, the Company's non-GAAP results are not in accordance with GAAP and may not be comparable to non-GAAP information provided by other companies. Non-GAAP information provided in the Company's press release should be considered a supplement to, and not a substitute for, financial statements prepared in accordance with GAAP. 2 The foregoing description is qualified in its entirety by reference to the Company's Press Release dated July 22, 2004, a copy of which is attached hereto as Exhibit 99.1. 3 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: July 22, 2004 INTEGRATED DEVICE TECHNOLOGY, INC. By: /s/ Clyde R. Hosein ---------------------------------------------- Clyde R. Hosein Vice President and Chief Financial Officer (duly authorized officer) 4 EX-99 2 a4686304ex991.txt INTEGRATED DEVICE TECHNOLOGY INC EX 99.1 Exhibt 99.1 IDT Reports Continued Revenue Growth in First Quarter Fiscal Year 2005 SANTA CLARA, Calif.--(BUSINESS WIRE)--July 22, 2004-- Revenues up 7 Percent as Company Reports $0.11 Non-GAAP EPS, ($0.05) GAAP EPS IDT(TM) (Integrated Device Technology, Inc.)(Nasdaq:IDTI), a leading communications IC company, today announced its quarterly results for the quarter ended June 27, 2004, its first quarter of fiscal 2005. Revenues for the first fiscal quarter were $101.3 million, an increase of 7 percent compared to the fourth quarter of fiscal 2004 and an increase of 22 percent from the first quarter of fiscal 2004. On a non-GAAP basis, net income for the first fiscal quarter was $12.3 million, or $0.11 per diluted share, compared to a net income of $9.3 million, or $0.08 per diluted share, in the fourth quarter of fiscal 2004 and a net loss of $4.8 million, or ($0.05) per diluted share, for the same quarter one year ago. Including certain costs, charges and gains in accordance with GAAP, the Company reported a net loss of $5.0 million, or ($0.05) per diluted share, in the first quarter of fiscal 2005 compared to net income of $7.7 million, or $0.07 per diluted share, in the fourth quarter of fiscal 2004. On a GAAP basis, the Company reported a net loss of $4.8 million, or ($0.05) per diluted share, for the first quarter of fiscal 2004. The GAAP results for the quarter include a one-time impairment charge of $12.8 million on an investment in a privately held technology company. Further information, including a detailed reconciliation of non-GAAP and GAAP results, is provided in the financial tables of this release. "We are pleased with our strong first-quarter financial results and our third consecutive quarter of revenue and non-GAAP profitability growth," said Greg Lang, president and CEO of IDT. "We made progress in driving new market opportunities, such as serial switching, and expanding our market share in existing product areas." Q1FY05 Highlights: -- The Company finalized its acquisition of ZettaCom, Inc, which, together with resources from IDT, marks the formation of the Company's serial-switching division. IDT will support the Advanced Switching (AS) and PCI Express standards initiatives. -- The Company extended its leadership in the network search engine (NSE) space, with the introduction of the industry's lowest-cost NSEs. The high-performance devices deliver up to 50 percent cost savings when compared to competing NSE solutions and are ideally suited for cost-sensitive applications in the enterprise and access markets. -- IDT expanded its flow-control management product portfolio to include a family of packet-exchange devices that includes the industry's first system packet interface (SPI) exchange product that integrates switching, aggregation and rate adaptation of four lower-rate SPI-3 interfaces to the higher-rate SPI-4 interface. These products are fully compliant with industry-standard interface specifications and target VPN firewall cards, Ethernet transport and multi-service switches. -- Building on its portfolio of multi-port devices targeting the next-generation multimedia handset market, IDT introduced the industry's first family of tri-port devices. Enabling simultaneous access to the memory for three device ports, the IDT tri-port products provide a high-speed, bi-directional interface between three intelligent devices, such as an applications or baseband processor, digital multimedia broadcast (DMB) processor and an 802.11 processor. -- Building on its leadership position in timing solutions, IDT introduced the VersaTime(TM) family of highly versatile programmable timing devices targeted at a wide range of applications in the communications, storage, digital consumer, and industrial markets. This product family represents the industry's first complete portfolio of programmable skew and zero-delay buffers with a non-volatile programming capability, allowing customers to consolidate and replace the large number of dedicated fixed-function clock devices used today to build timing networks. -- IDT furthered its presence in the PC clock space, introducing the industry's first four-PLL-based device targeting next-generation Intel desktop PC platforms for the performance and mainstream markets. Rounding out its portfolio of PC clock devices, IDT also unveiled a suite of three PLL-based PC clocks also targeted at the next-generation desktop PC market. These additions strengthen the IDT PC clock portfolio and position the Company to deliver innovative solutions that address the stringent requirements of the PC market. -- IDT received a bronze award from Stack International in recognition of its consistent level of achievement and overall performance in meeting high-quality delivery and service requirements during 2003. This is the second time in four years that IDT has been recognized as one of the top three suppliers. -- IDT strengthened its executive management team in July with the appointment of Julian Hawkins as vice president of worldwide sales. Hawkins, a 20-year semiconductor industry veteran, will be responsible for the global IDT sales organization. Hawkins joins IDT from Infineon Technologies, Inc., where he spent the last three years as vice president of sales for North America. 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 July 22, 2004. The Webcast replay will be available after 4 p.m. PDT on July 22 through August 12, 2004. A taped telephone replay of the conference call will be available at (800) 475-6701 (access code is 738583) beginning at 5 p.m. PDT on July 22 and will be accessible until 9 p.m. PDT on July 29, 2004. 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 and software technologies to create flexible, highly integrated solutions that enhance the functionality and processing of network equipment. IDT accelerates intelligent packet processing with products such as switching solutions, 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 timing solutions. 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 3,200 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, successful integration of acquired businesses and technology, 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 the IDT logo 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 - ---------------------------------------------------------------------- Jun. 27, Mar. 28, Jun. 29, 2004 2004 2003 --------- -------- -------- Revenues $101,307 $94,521 $83,045 Cost of revenues 48,361 48,065 48,724 --------- -------- -------- Gross profit 52,946 46,456 34,321 --------- -------- -------- Operating expenses: Research and development 26,001 23,846 25,366 Selling, general and administrative 19,387 17,876 18,325 Acquired in-process research and development 1,736 - - --------- -------- -------- Total operating expenses 47,124 41,722 43,691 --------- -------- -------- Operating income (loss) 5,822 4,734 (9,370) Interest expense (47) (65) (92) Loss on equity investments (12,831) - - Interest income and other, net 2,714 3,545 4,224 --------- -------- -------- Income (loss) before income taxes (4,342) 8,214 (5,238) Provision (benefit) for income taxes 705 556 (486) --------- -------- -------- Net income (loss) $(5,047) $7,658 $(4,752) ========= ======== ======== Net income (loss) per share: Basic $(0.05) $0.07 $(0.05) Diluted $(0.05) $0.07 $(0.05) Weighted average shares: Basic 106,026 105,432 103,872 Diluted 106,026 111,434 103,872 INTEGRATED DEVICE TECHNOLOGY, INC. NON-GAAP ADJUSTMENTS (Unaudited) (In thousands) Three Months Ended - ---------------------------------------------------------------------- Jun. 27, Mar. 28, Jun. 29, 2004 2004 2003 -------- -------- --------- Net income (loss) $(5,047) $7,658 $(4,752) -------- -------- --------- Non-GAAP adjustments: Cost of goods sold: Restructuring charges (1) 25 - 15 Plant closure costs (2) 195 219 282 Amortization of acquisition- related intangibles (3) 1,014 573 234 Patent Settlement (18) 334 - Operating expenses: Acquired IPR&D (3) 1,736 - - Plant closure costs (2) - - 36 Restructuring charges (1) 652 2 541 Amortization of acquisition- related intangibles (3) 538 518 444 Acquisition related costs (4) 592 - - Loss on equity investments (5) 12,831 - - Other income (6) (209) - (722) Taxes (6) (28) - (849) -------- -------- --------- Total Non-GAAP adjustments 17,328 1,646 (19) -------- -------- --------- Non-GAAP net income (loss) $12,281 $9,304 $(4,771) ======== ======== ========= (1) Consists of costs of restructuring actions announced in Fiscal Years 2003-2005. For Q105 and Q404 primarily consists of severance and for Q104 primarily consist of facility exit costs. (2) Consists of costs associated with the closure of our Salinas plant. (3) Consists of costs related to our acquisition of Zettacom in Q1 2005, TCAM3 acquisition from IBM in Q2 2004 and acquisitions of Newave and Solidum in Q1 2002 and Q3 2003, respectively. Newave-related costs include stock-based compensation and amortization of intangible assets. Zettacom, TCAM3 and Solidum-related costs include only amortization of intangible assets. (4) Consists primarily of transitional costs incurred in connection with the acquisition of Zettacom, such as retention earned by former Zettacom employees, rent payments for the former Zettacom facility, and transitional services provided. (5) Impairment charge related to our investment in NetLogic. (6) In Q105, we realized a gain on the sales of equipment from our Salinas plant. In Q1 2004, we received non-recurring federal and state tax refunds for tax years prior to 1996 plus interest. INTEGRATED DEVICE TECHNOLOGY, INC. NON-GAAP STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended - ---------------------------------------------------------------------- Jun. 27, Mar. 28, Jun. 29, 2004 2004 2003 --------- -------- -------- Revenues $101,307 $94,521 $83,045 Cost of Revenues 47,145 46,939 48,193 --------- -------- -------- Gross profit 54,162 47,582 34,852 --------- -------- -------- Operating expenses: Research and development 24,950 23,485 24,592 Selling, general and administrative 18,656 17,717 18,078 --------- -------- -------- Total operating expenses 43,606 41,202 42,670 --------- -------- -------- Operating income (loss) 10,556 6,380 (7,818) Interest expense (47) (65) (92) Interest income and other, net 2,505 3,545 3,502 --------- -------- -------- Income (loss) before income taxes 13,014 9,860 (4,408) Provision for income taxes 733 556 363 --------- -------- -------- Net income (loss) $12,281 $9,304 $(4,771) ========= ======== ======== Net income (loss) per share: Diluted $0.11 $0.08 $(0.05) Weighted average shares: Diluted 110,344 111,434 103,872 Non-GAAP results exclude acquisition-related charges, and other expenses and benefits that management believes are not directly related to our ongoing operations. These non-GAAP results are consistent with another way management internally analyzes IDT's results and may be useful; however, non-GAAP results are not in accordance with GAAP and may not be comparable to non-GAAP information provided by other companies. Non-GAAP 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) Jun. 27 Mar. 28, (In thousands) 2004 2004 - ---------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $174,392 $223,360 Short-term investments 418,761 384,854 Accounts receivable, net 59,904 53,091 Inventories 39,120 32,745 Prepaids and other current assets 9,731 12,101 --------- --------- Total current assets 701,908 706,151 Property, plant and equipment, net 111,027 108,424 Goodwill and other intangibles 89,252 52,784 Other assets 8,533 38,194 --------- --------- TOTAL ASSETS $910,720 $905,553 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $23,308 $20,190 Accrued compensation and related expenses 17,716 11,560 Deferred income on shipments to distributors 25,546 21,411 Income taxes payable 33,651 33,267 Other accrued liabilities 20,077 19,250 --------- --------- Total current liabilities 120,298 105,678 Long term liabilities 14,226 15,651 --------- --------- Total liabilities 134,524 121,329 Stockholders' equity 776,196 784,224 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $910,720 $905,553 ========= ========= CONTACT: IDT Tom McCallum, 408-654-6515 (Investor Relations) ir@idt.com Jim Rey, 408-492-8494 (Corporate Communications) jim.rey@idt.com or Porter Novelli Brad Langley, 408-369-1500 x636 brad.langley@porternovelli.com -----END PRIVACY-ENHANCED MESSAGE-----