-----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, RFODzNom2B1HODKdUct4YGEjzuat9a1Wla2l3ocPWQeIyf5/C1n1a4JgHWoHu1A9 ZkYYRFJt+kIwo2ZmGH1iiA== 0001157523-04-009669.txt : 20041022 0001157523-04-009669.hdr.sgml : 20041022 20041021174241 ACCESSION NUMBER: 0001157523-04-009669 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041021 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041022 DATE AS OF CHANGE: 20041021 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: 041090358 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 a4747801.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 October 21, 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) Item 2.02 and Item 7.01. Results of Operations and Financial Condition. The information in this Report, including the Exhibit 99.1 attached hereto, is furnished pursuant to Item 2.02 and Item 7.01 of this Form 8-K. Consequently, it is not deemed "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K. On October 21, 2004, Integrated Device Technology, Inc. (the "Company") announced its results of operations and financial condition as of and for the quarter ended September 26, 2004, and the approval of a stock repurchase program in a press release that is attached hereto 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 September 26, 2004, the Company excluded gains realized on the sale of assets held in connection with the earlier closure of its Salinas, CA fabrication facility. For the quarter ended June 27, 2004, the Company excluded a loss on an equity investment as well as costs and benefits associated with closing the Salinas, CA fabrication facility. Also, for the quarter ended September 28, 2003, in addition to costs associated with closing the Salinas, CA fabrication facility, non-GAAP results also excluded restructuring costs and a gain on the sale of equity holdings in PMC-Sierra, Inc. 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. The Company also announced that its Board of Directors has approved a stock repurchase program for the repurchase of up to $50 million of its Common Stock. Repurchases under the Company's stock repurchase program may be made from time to time in the open market and in negotiated transactions, including block transactions or accelerated stock repurchase transactions, at times and at prices considered appropriate by the Company. The repurchase program is effective immediately and may be discontinued at any time. The foregoing description is qualified in its entirety by reference to the Company's Press Release dated October 21, 2004, a copy of which is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release dated October 21, 2004. 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 21, 2004 INTEGRATED DEVICE TECHNOLOGY, INC. By: /s/ Clyde R. Hosein --------------------------------------- Clyde R. Hosein Vice President and Chief Financial Officer (duly authorized officer) EX-99.1 2 a4747801ex991.txt NEWS RELEASE Exhibit 99.1 IDT Reports Earnings for the Second Quarter of Fiscal Year 2005; Company Announces $50 Million Stock Repurchase Program SANTA CLARA, Calif.--(BUSINESS WIRE)--Oct. 21, 2004--IDT(TM) (Integrated Device Technology, Inc.) (Nasdaq:IDTI), a leading communications IC company, today announced its quarterly results for the quarter ended September 26, 2004, its second quarter of fiscal 2005. Revenues for the second fiscal quarter were $96.7 million, a decrease of 4.6 percent compared to the first quarter of fiscal 2005 and an increase of 19.7 percent from the second quarter of fiscal 2004. On a non-GAAP basis, net income for the second fiscal quarter was $9.5 million, or $0.09 per diluted share, compared to a net income of $12.3 million, or $0.11 per diluted share, in the first quarter of fiscal 2005 and a net loss of $1.1 million, or ($0.01) per diluted share, for the same quarter one year ago. Including certain costs, charges and gains in accordance with GAAP, the Company reported net income of $8.9 million, or $0.08 per diluted share, in the second quarter of fiscal 2005 compared to a net loss of $5.0 million, or ($0.05) per diluted share, in the first quarter of fiscal 2005. On a GAAP basis, the Company reported net income of $1.2 million, or $0.01 per diluted share, for the second quarter of fiscal 2004. The second fiscal quarter of 2005 GAAP results include a $1.6 million gain on the sale of assets related to discontinued wafer operations in Salinas, Calif. For the first quarter of fiscal 2005, GAAP results 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 to GAAP results, is provided in the financial tables of this release. "The September quarter was a difficult quarter as many of our customers reduced purchasing activity to realign their inventory levels in the enterprise and wireless market segments. We anticipate this will continue through our December quarter," said Greg Lang, president and CEO of IDT. "We continue to be optimistic about the long term demand opportunity in the end markets we serve, including the packet- processing solutions we offer." In other news, IDT announced that its Board of Directors has approved a stock repurchase program for the repurchase of up to $50 million of its Common Stock. Repurchases under the Company's stock repurchase program may be made from time to time in the open market and in negotiated transactions, including block transactions or accelerated stock repurchase transactions, at times and at prices considered appropriate by the Company. The repurchase program is effective immediately and may be discontinued at any time. As of October 20, 2004, IDT had approximately 106.7 million shares of Common Stock outstanding. Q2FY05 Highlights -- Marking its 20th year listed on The NASDAQ Stock Market, IDT President and CEO Greg Lang publicly celebrated the Company anniversary by opening the NASDAQ market on Friday, September 10, 2004 in New York. -- Celestica recognized IDT for its excellence in supplier performance with a 2003 Partner in Performance award. Celestica's annual Partners in Performance awards are given to suppliers in recognition of outstanding achievements and support of the Company's electronics manufacturing services (EMS) goals. This marks the second year in a row IDT has received this accolade. -- The Company extended its technology leadership by unveiling details of its next generation network search engine (NSE) architecture. With its support for a wider interface, this is the first NSE architecture truly optimized for IPv6. Products based on this architecture will enable new levels of search performance and will integrate an error correction code feature to address potential soft errors, ensuring data integrity and compliance with stringent service level agreements. -- IDT announced that Fujitsu Limited selected its IDT 75K62134 NSE to enable the delivery of advanced network services, including security, content load balancing and quality of service (QoS) within Fujitsu's enterprise-level IPCOM S2200 network server. More specifically, the IDT NSE offers the Fujitsu IPCOM S2200 network server a host of innovative features such as the MDL command that enables Fujitsu to optimize bandwidth throughput across the LA-1 interface of the NSE. The IDT 75K62134 also provides a system-level architecture model (SLAM) that gives Fujitsu extensive modeling capabilities and offers great technical support on its high-end modeling requirements. -- Validating its continued support for DDR2 dual in-line memory modules (DIMMs), IDT announced that Elpida Memory, Inc. selected the IDT DDR2 register and phase-locked loop (PLL) chip set for its 512 Mbit-based 2-Gbyte DDR2 registered DIMMs. The IDT DDR2 register and PLL chip set buffers clock, address and command signals on registered DIMMs for the server workstation market. IDT was the first company to introduce a complete DDR2 register and PLL chip set in November 2002. -- IDT introduced new members of its multi-queue family of flow-control management (FCM) ICs. Among the new products is the IDT 72P51769, a 4-Mbit device that can access data from a single data bus and place the data into any of one to 128 queues, offering a 400 percent increase in queue partitioning when compared to previous offerings. This is an important improvement because it allows the device to replace at least four products previously required to perform the same functions, which translates to a significant savings in overall system costs. 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 2:30 p.m. PDT on October 21, 2004. The Webcast replay will be available after 5 p.m. PDT on October 21, 2004. A taped telephone replay of the conference call will be available on October 21, 2004 beginning at 6 p.m. PDT by calling 800-475-6701 or 320-365-3844 and will be accessible until 11 p.m. PDT on October 28, 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. Investors are cautioned that forward-looking statements in this release involve a number of risks and uncertainties that could cause actual results to differ materially from current expectations. Risks include, but are not limited to, global business and economic conditions, product demand, manufacturing capacity and costs, inventory management, competition, pricing, patent and other intellectual property rights of third parties, timely development and supply of new products and manufacturing processes, dependence on one or more customers for a significant portion of sales, 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. We urge investors to review in detail the risks and uncertainties in the Company's Securities and Exchange Commission filings, including but not limited to the Annual Report on Form 10-K for the year ended March 28, 2004, and the Quarterly Report on Form 10-Q for the quarter ended June 27, 2004. 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 Six Months Ended - ---------------------------------------------------------------------- Sep. 26, Jun. 27, Sep. 28, Sep. 26, Sep. 28, 2004 2004 2003 2004 2003 -------- --------- -------- --------- --------- Revenues $96,671 $101,307 $80,777 $197,978 $163,822 Cost of revenues 48,247 48,361 42,201 96,608 90,925 Asset Impairment (1,585) (209) - (1,794) - -------- --------- -------- --------- --------- Gross profit 50,009 53,155 38,576 103,164 72,897 -------- --------- -------- --------- --------- Operating expenses: Research and development 25,449 26,001 25,716 51,450 51,082 Selling, general and administrative 17,801 19,387 18,320 37,188 36,645 Acquired in-process research and development - 1,736 264 1,736 264 -------- --------- -------- --------- --------- Total operating expenses 43,250 47,124 44,300 90,374 87,991 -------- --------- -------- --------- --------- Operating income (loss) 6,759 6,031 (5,724) 12,790 (15,094) Interest expense (26) (47) (118) (73) (210) Gain (loss) on equity investments - (12,831) 3,151 (12,831) 3,151 Interest income and other, net 2,824 2,505 3,142 5,329 7,366 -------- --------- -------- --------- --------- Income (loss) before income taxes 9,557 (4,342) 451 5,215 (4,787) Provision (benefit) for income taxes 704 705 (699) 1,409 (1,185) -------- --------- -------- --------- --------- Net income (loss) $8,853 $(5,047) $1,150 $3,806 $(3,602) ======== ========= ======== ========= ========= Net income (loss) per share: Basic $0.08 $(0.05) $0.01 $0.04 $(0.03) Diluted $0.08 $(0.05) $0.01 $0.03 $(0.03) Weighted average shares: Basic 106,144 106,026 104,210 106,085 104,041 Diluted 107,661 106,026 106,148 109,117 104,041 INTEGRATED DEVICE TECHNOLOGY, INC. NON-GAAP ADJUSTMENTS (Unaudited) (In thousands) Three Months Ended Six Months Ended - ---------------------------------------------------------------------- Sep. 26, Jun. 27, Sep. 28, Sep. 26, Sep. 28, 2004 2004 2003 2004 2003 -------- -------- -------- -------- -------- Net income (loss) $8,853 $(5,047) $1,150 $3,806 $(3,602) -------- -------- -------- -------- -------- Non-GAAP adjustments: Cost of goods sold: Restructuring charges (1) - 25 - 25 15 Asset Impairment (2) (1,585) (209) - (1,794) - Plant closure costs (2) 44 195 280 239 562 Amortization of acquisition-related intangibles (3) 1,313 1,014 357 2,327 591 Patent Settlement - (18) - (18) - Operating expenses: Acquired IPR&D (3) - 1,736 264 1,736 264 Plant closure costs (2) - - - - 36 Restructuring charges (1) - 652 752 652 1,293 Amortization of acquisition-related intangibles (3) 364 538 492 902 936 Acquisition related costs (4) 494 592 - 1,086 - (Gain) Loss on equity investments (5) - 12,831 (3,151) 12,831 (3,151) Other income (6) - - (180) - (902) Taxes (6) 18 (28) (1,081) (10) (1,930) -------- -------- -------- -------- -------- Total Non-GAAP adjustments 648 17,328 (2,267) 17,976 (2,286) -------- -------- -------- -------- -------- Non-GAAP net income (loss) $9,501 $12,281 $(1,117) $21,782 $(5,888) ======== ======== ======== ======== ======== (1) Consists of costs for restructuring actions announced in fiscal years 2004-2005. Q1 2005 and Q2 2004 primarily consists of severance. YTD FY 2004 also includes facility exit costs. (2) Consists of costs associated with the closure of our Salinas plant and gains realized on the sale of related assets held for sale. (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) Consists of an impairment charge related to our investment in NetLogic in Q1 2005 and a gain on the sale of our investment in PMC Sierra in Q2 2004. (6) In Q1 and Q2 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 Six Months Ended - ---------------------------------------------------------------------- Sep. 26, Jun. 27, Sep. 28, Sep. 26, Sep. 28, 2004 2004 2003 2004 2003 -------- --------- -------- --------- --------- Revenues $96,671 $101,307 $80,777 $197,978 $163,822 Cost of Revenues 46,890 47,145 41,564 94,035 89,757 -------- --------- -------- --------- --------- Gross profit 49,781 54,162 39,213 103,943 74,065 -------- --------- -------- --------- --------- Operating expenses: Research and development 24,775 24,950 25,261 49,725 49,853 Selling, general and administrative 17,617 18,656 17,531 36,273 35,609 -------- --------- -------- --------- --------- Total operating expenses 42,392 43,606 42,792 85,998 85,462 -------- --------- -------- --------- --------- Operating income (loss) 7,389 10,556 (3,579) 17,945 (11,397) Interest expense (26) (47) (118) (73) (210) Interest income and other, net 2,824 2,505 2,962 5,329 6,464 -------- --------- -------- --------- --------- Income (loss) before income taxes 10,187 13,014 (735) 23,201 (5,143) Provision for income taxes 686 733 382 1,419 745 -------- --------- -------- --------- --------- Net income (loss) $9,501 $12,281 $(1,117) $21,782 $(5,888) ======== ========= ======== ========= ========= Net income (loss) per share: Diluted $0.09 $0.11 $(0.01) $0.20 $(0.06) Weighted average shares: Diluted 107,661 110,344 104,210 109,117 104,041 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) Sep. 26, Mar. 28, (In thousands) 2004 2004 - ---------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $265,398 $223,360 Short-term investments 334,380 384,854 Accounts receivable, net 56,908 53,091 Inventories 44,136 32,745 Prepaids and other current assets 9,897 12,101 --------- --------- Total current assets 710,719 706,151 Property, plant and equipment, net 109,765 108,424 Goodwill and other intangibles 87,663 52,784 Other assets 8,823 38,194 --------- --------- TOTAL ASSETS $916,970 $905,553 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $21,758 $20,190 Accrued compensation and related expenses 14,769 11,560 Deferred income on shipments to distributors 24,891 21,411 Income taxes payable 33,089 33,267 Other accrued liabilities 18,055 19,250 --------- --------- Total current liabilities 112,562 105,678 Long term liabilities 13,169 15,651 --------- --------- Total liabilities 125,731 121,329 Stockholders' equity 791,239 784,224 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $916,970 $905,553 ========= ========= CONTACT: IDT Dawn Morse, 408-654-6515 (Financial) (Investor Relations) dawn.morse@idt.com Jim Rey, 408-492-8494 (Press) (Corporate Communications) jim.rey@idt.com or Porter Novelli Patty Ladegaard, 408-369-1500 (Press) patty.ladegaard@porternovelli.com -----END PRIVACY-ENHANCED MESSAGE-----