-----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, GLFs5zOLfbDQhcMj6rXaZI1QQg4ma6EdvJzu6dSkEWnIaJWflumdHPhslt668Dvf BtKeo6q+t1+Sp0DVtBUDOg== 0001157523-07-000512.txt : 20070123 0001157523-07-000512.hdr.sgml : 20070123 20070123160543 ACCESSION NUMBER: 0001157523-07-000512 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070123 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070123 DATE AS OF CHANGE: 20070123 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: 0403 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12695 FILM NUMBER: 07546590 BUSINESS ADDRESS: STREET 1: 6024 SILVER CREEK VALLEY ROAD CITY: SAN JOSE STATE: CA ZIP: 95138 BUSINESS PHONE: 4082848200 MAIL ADDRESS: STREET 1: 6024 SILVER CREEK VALLEY ROAD CITY: SAN JOSE STATE: CA ZIP: 95138 8-K 1 a5316577.txt INTEGRATED DEVICE TECHNOLOGY, INC. 8-K UNITED STATES 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 January 23, 2007 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.) 6024 Silver Creek Valley Road, San Jose, California 95138 (Address of principal executive offices) (Zip Code) (408) 284-8200 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition. The information in this Current Report, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 2.02 of this Form 8-K. Consequently, it is not deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references this Current Report. On January 23, 2007, Integrated Device Technology, Inc. (the "Company") announced its results of operations and financial condition as of and for the quarter ended December 31, 2006 in a publicly disseminated 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. The foregoing description is qualified in its entirety by reference to the Company's press release dated January 23, 2007, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7.01 Regulation FD Disclosure. On January 23, 2007, the Company also announced that its board of directors has approved a new stock repurchase program which authorizes the Company to repurchase up to $200 million of its common stock. Repurchases under the Company's new 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 December 31, 2006, IDT had approximately 196 million shares outstanding and approximately $291 million in cash and cash equivalents. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 99.1 Press Release dated January 23, 2007. 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: January 23, 2007 INTEGRATED DEVICE TECHNOLOGY, INC. By: /s/ Clyde R. Hosein --------------------------------------- Clyde R. Hosein Vice President and Chief Financial Officer (duly authorized officer) 3 EXHIBIT INDEX Exhibit No Description 99.1 Press Release dated January 23, 2007. 4 EX-99.1 2 a5316577ex99_1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 IDT Reports Fiscal Third Quarter 2007 Results Revenue up 28 Percent Year Over Year SAN JOSE, Calif.--(BUSINESS WIRE)--Jan. 23, 2007--IDT(TM) (Integrated Device Technology, Inc.)(NASDAQ:IDTI), a leading provider of vital semiconductor solutions, today announced results for the fiscal third quarter of 2007, ended December 31, 2006. Revenue for the quarter was $206.2 million, up 28 percent from the fiscal third quarter of 2006. The following highlights the Company's financial performance on both a GAAP and non-GAAP basis. The GAAP results include certain costs, charges, gains and losses in accordance with GAAP which are excluded from non-GAAP results based on management's determination that they are not directly reflective of on-going operations. -- Revenue for the fiscal third quarter of 2007 was $206.2 million, up 28 percent from the same period one year ago and up slightly from the second fiscal quarter of 2007. -- GAAP net loss for the fiscal third quarter of 2007 was $1.9 million or $0.01 per diluted share, an improvement of approximately $40 million or $0.20 per share when compared to a GAAP net loss of $42.3 million or $0.21 per diluted share in the same period one year ago. GAAP net loss for the fiscal third quarter of 2007 was slightly higher than the $0.7 million GAAP net loss in the previous quarter. Fiscal third quarter 2007 GAAP results include $40.6 million of acquisition-related charges (including $39.7 million in intangibles amortization and $0.9 million of other acquisition-related charges), and $11.2 million of stock-based compensation. -- Non-GAAP net income for the fiscal third quarter of 2007 was $51.7 million or $0.25 per diluted share, an improvement of about 86 percent when compared to non-GAAP net income of $27.8 million or $0.14 per diluted share in the same period one year ago. Non-GAAP net income was down from $59.2 million or $0.29 per diluted share reported in the fiscal second quarter of 2007. For further description and a complete reconciliation of GAAP to non-GAAP results, please refer to the attached tables. -- GAAP gross profit for the fiscal third quarter of 2007 was $85.8 million, compared to GAAP gross profit of $86.7 million reported in the fiscal second quarter of 2007. Non-GAAP gross profit for the fiscal third quarter of 2007 was $109.6 million, compared to non-GAAP gross profit of $114.1 million reported in the fiscal second quarter of 2007. -- GAAP R&D expense for the fiscal third quarter of 2007 was $43.5 million, compared to GAAP R&D expense of $40.9 million in the fiscal second quarter of 2007. Non-GAAP R&D expense for the fiscal third quarter of 2007 was $36.4 million, compared to non-GAAP R&D expense of $33.0 million in the fiscal second quarter of 2007. -- GAAP SG&A expense for the fiscal third quarter of 2007 was $46.8 million, compared to GAAP SG&A expense of $49.0 million in the fiscal second quarter of 2007. Non-GAAP SG&A expense for the fiscal third quarter of 2007 was $24.5 million, compared to non-GAAP SG&A expense of $24.9 million in the fiscal second quarter of 2007. "We are pleased to deliver our sixth consecutive quarter of revenue growth, led by sales into our computing and consumer end markets," said Greg Lang, president and CEO of IDT. "Strong growth from our advanced memory buffer and PC audio products helped to offset weaker sales in our communications end market. Amid a challenging market environment, we grew revenue in our fiscal third quarter an impressive 28 percent year over year, driven by our investments in innovative products and technologies. We believe these product ramps, combined with a strong pipeline of new products, will enable IDT to continue to grow faster than the overall semiconductor market in calendar 2007." Board of Directors Approves New $200 million Share Repurchase Program The IDT board of directors has approved a new $200 million share repurchase program. The Company's prior share repurchase program of $100 million was completed during the fiscal third quarter of 2007. Under the prior program, the Company repurchased approximately 6.3 million shares. Repurchases under the Company's new 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 December 31, 2006, IDT had approximately 196 million shares outstanding and approximately $291 million in cash and cash equivalents. Webcast and Conference Call Information Investors can listen to a live or replay webcast of the Company's quarterly financial conference call at http://www.IDT.com. The live webcast will begin at 1:30 p.m. PT on January 23, 2007. The webcast replay will be available after 5 p.m. PT on January 23. Investors can also listen to the live call at 1:30 p.m. PT on January 23 by calling (888) 428-4480 or (612) 234-9960. The conference call replay will be available after 5 p.m. PT on January 23 through 11:59 p.m. PT on January 30, 2007 at (800) 475-6701 or (320) 365-3844. The access code is 857480. About IDT IDT is a world leader in developing and delivering vital semiconductor solutions that enable customers to accelerate innovation. IDT solutions help customers solve complex system design challenges associated with the evolving requirements of communications, computing and consumer applications. By leveraging its system knowledge and extensive blend of technologies, IDT is able to deliver essential solutions, including timing products, network search engines, flow-control management ICs and products for standards-based serial switching. Headquartered in San Jose, Calif., IDT has design, manufacturing and sales facilities throughout the world. IDT stock is traded on the NASDAQ Global Select Market(R) under the symbol "IDTI." Additional information about IDT is accessible at www.IDT.com. Forward Looking Statements 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, fluctuations in 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. The Company urges 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 April 2, 2006 and Quarterly Report on Form 10-Q for the period ended October 1, 2006. IDT 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 Nine Months Ended - ---------------------------------------------------------------------- Dec. 31, Oct. 1, Jan. 1, Dec. 31, Jan. 1, 2006 2006 2006 2006 2006 --------- --------- --------- --------- --------- Revenues $206,196 $205,176 $160,792 596,908 360,319 Cost of revenues 120,406 118,506 115,194 340,213 236,289 --------- --------- --------- --------- --------- Gross profit 85,790 86,670 45,598 256,695 124,030 --------- --------- --------- --------- --------- Operating expenses: Research and development 43,474 40,878 36,229 123,941 91,766 Selling, general and administrative 46,791 48,987 47,844 143,771 92,562 Acquired in- process research and development - 500 (200) 500 2,300 --------- --------- --------- --------- --------- Total operating expenses 90,265 90,365 83,873 268,212 186,628 --------- --------- --------- --------- --------- Operating loss (4,475) (3,695) (38,275) (11,517) (62,598) Interest expense (59) (72) (61) (210) (135) Other-than- temporary impairment of investments - - - - (1,705) Interest income and other, net 4,027 3,905 3,005 11,268 10,074 --------- --------- --------- --------- --------- Income (Loss) before income taxes (507) 138 (35,331) (459) (54,364) Provision for income taxes 1,433 801 6,957 3,708 804 --------- --------- --------- --------- --------- Net Loss $ (1,940) $ (663) $(42,288) (4,167) (55,168) ========= ========= ========= ========= ========= Net loss per share: Basic $ (0.01) $ (0.00) $ (0.21) $ (0.02) $ (0.38) Diluted $ (0.01) $ (0.00) $ (0.21) $ (0.02) $ (0.38) Weighted average shares: Basic 197,332 199,860 199,568 198,633 143,516 Diluted 197,332 199,860 199,568 198,633 143,516 INTEGRATED DEVICE TECHNOLOGY, INC. RECONCILIATION OF GAAP TO NON-GAAP (Unaudited) (In thousands) Three Months Ended Nine Months Ended - ---------------------------------------------------------------------- Dec. 31, Oct. 1, Jan. 1, Dec. 31, Jan. 1, 2006 2006 2006 2006 2006 -------- -------- --------- --------- --------- GAAP Net Loss $(1,940) $(663) $(42,288) $(4,167) $(55,168) ======== ======== ========= ========= ========= GAAP Diluted Loss Per Share $(0.01) $(0.00) $(0.21) $(0.02) $(0.38) ======== ======== ========= ========= ========= Acquisition Related: Amortization of acquisition related intangibles (1) 39,664 39,476 56,755 116,125 70,934 Inventory FMV write-up (1) 207 2,006 5,539 3,722 10,480 Acquired In- process research and development (1) - 500 (200) 500 2,300 Acquisition related costs (2) 727 1,030 2,746 3,719 3,751 Restructuring Related: Reduction in Force (3) 1,241 807 199 2,580 2,324 Facility closure costs (4) 232 322 327 761 11,580 Asset impairment (5) - 2,482 (168) 2,482 (824) Other: Stock-Based Compensation Expense (6) 11,178 13,231 - 35,419 - Loss on short-term investments (7) - - - - 2,597 Taxes affects of Non-GAAP adjustments (8) 366 - 4,897 366 (3,473) -------- -------- --------- --------- --------- Non-GAAP Net Income $51,675 $59,191 $27,807 $161,507 $44,501 ======== ======== ========= ========= ========= Non-GAAP Diluted Earnings Per Share $0.25 $0.29 $0.14 $0.79 $0.31 ======== ======== ========= ========= ========= Weighted average shares: Basic 197,332 199,860 199,568 198,633 143,516 Diluted 202,904 204,827 200,441 203,335 144,495 GAAP gross profit 85,790 86,670 45,598 256,695 124,030 -------- -------- --------- --------- --------- Acquisition Related: Amortization of acquisition related intangibles (1) 20,878 20,641 34,551 59,843 44,101 Inventory FMV write-up (1) 207 2,006 5,539 3,722 10,480 Acquisition related costs (2) 515 323 914 1,570 978 Restructuring Related: Reduction in Force (3) 1,001 733 30 1,834 945 Facility closure costs (4) 150 197 481 495 6,145 Asset impairment (5) - 2,482 (168) 2,482 (824) Other: Stock-Based Compensation Expense (6) 1,107 1,028 - 2,489 - -------- -------- --------- --------- --------- Non-GAAP gross profit 109,648 114,080 86,945 329,130 185,855 -------- -------- --------- --------- --------- GAAP R&D Expenses: 43,474 40,878 36,229 123,941 91,766 -------- -------- --------- --------- --------- Acquisition Related: Amortization of acquisition related intangibles (1) (125) (125) (123) (375) (333) Acquisition related costs (2) (148) (600) (1,759) (1,822) (2,688) Restructuring Related: Reduction in Force (3) (240) - (26) (559) (231) Facility closure costs (4) (47) (71) (69) (152) (2,783) Other: Stock-Based Compensation Expense (6) (6,510) (7,087) - (19,321) - -------- -------- --------- --------- --------- Non-GAAP R&D Expenses 36,404 32,995 34,252 101,712 85,731 -------- -------- --------- --------- --------- GAAP SG&A Expenses: 46,791 48,987 47,844 143,771 92,562 -------- -------- --------- --------- --------- Acquisition Related: Amortization of acquisition related intangibles (1) (18,661) (18,710) (22,081) (55,907) (26,500) Acquisition related costs (2) (64) (107) (73) (327) (85) Restructuring Related: Reduction in Force (3) - (74) (143) (187) (1,148) Facility closure costs (4) (35) (54) (116) (114) (2,823) Other: Stock-Based Compensation Expense (6) (3,561) (5,116) - (13,609) - -------- -------- --------- --------- --------- Non-GAAP SG&A Expenses 24,470 24,926 25,431 73,627 62,006 -------- -------- --------- --------- --------- GAAP Interest income and other, net 3,968 3,833 2,944 11,058 8,234 -------- -------- --------- --------- --------- Loss on short-term investments (7) - - - - 2,597 Facility closure costs (4) - - (339) - (339) Non-GAAP Interest income and other, net 3,968 3,833 2,605 11,058 10,492 -------- -------- --------- --------- --------- GAAP Provision for Income Taxes 1,433 801 6,957 3,708 804 -------- -------- --------- --------- --------- Taxes affects of Non-GAAP adjustments (8) (366) - (4,897) (366) 3,473 Non-GAAP Provision for Income Taxes 1,067 801 2,060 3,342 4,277 -------- -------- --------- --------- --------- (1) Consists of amortization charges of acquisition-related intangible assets and the FMV adjustment of acquired inventory sold. In addition, the nine month periods presented include acquired IPR&D related to our acquisition of Sigmatel's PC audio business and Integrated Circuit Systems (ICS) in Q2 2007 and Q2 2006, respectively. (2) Consists of costs incurred in connection with our merger with ICS and the acquisition of Freescale assets in Q2 2006, such as additional depreciation resulting from purchase accounting and costs associated with the exit of previously leased facilities. In addition, all periods presented include retention costs incurred in connection with our acquisition of Zettacom. (3) Consists of costs associated with restructuring actions initiated by the Company, primarily composed of severance and retention costs. (4) Consists of ongoing costs associated with the exit of our leased facilities in Santa Clara and Salinas (Q1 2006) and the closure of our manufacturing facility in the Philippines (Q1 2006). (5) Q2 2007 consists of an impairment charge related to our manufacturing facility in the Philippines. All other periods reflect the exclusion of gains realized on the sale of assets at our former manufacturing facility in Salinas, which were previously impaired. (6) Consists of stock-based compensation expense resulting from our adoption of SFAS 123R in Q1 2007. (7) Consists of other-than-temporary impairment charges and losses on the sale of securities incurred primarily as a result of our merger with ICS. (8) Consists of the tax effects of acquisition-related non-GAAP adjustments. In addition, the nine months ended Q2 2006 consists of a net reduction in income tax reserves as a result of partial settlements with the IRS. INTEGRATED DEVICE TECHNOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) Dec. 31, Apr. 2, (In thousands) 2006 2006 - ---------------------------------------------------------- ----------- ASSETS Current assets: Cash and cash equivalents $ 174,544 $ 266,173 Short-term investments 116,158 29,800 Accounts receivable, net 96,668 90,882 Inventories 91,271 58,692 Deferred Taxes 326 4,085 Prepaid and other current assets 28,535 20,370 ----------- ----------- Total current assets 507,502 470,002 Property, plant and equipment, net 95,399 108,663 Goodwill 1,038,976 1,010,659 Acquisition-related intangibles 353,749 427,772 Other assets 22,306 20,595 ----------- ----------- TOTAL ASSETS $2,017,932 $2,037,691 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 51,750 $ 39,891 Accrued compensation and related expenses 23,864 23,198 Deferred income on shipments to distributors 33,972 29,797 Income taxes payable 16,675 29,119 Other accrued liabilities 22,656 25,633 ----------- ----------- Total current liabilities 148,917 147,638 Deferred tax liabilities 13,289 16,273 Long term liabilities 18,000 15,581 ----------- ----------- Total liabilities 180,206 179,492 Stockholders' equity 1,837,726 1,858,199 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,017,932 $2,037,691 =========== =========== CONTACT: IDT Investor Relations Mike Knapp, 408-284-6515 (Financial) mike.knapp@idt.com or IDT Worldwide Marketing Chad Taggard, 408-284-8200 (Press) chad.taggard@idt.com -----END PRIVACY-ENHANCED MESSAGE-----