-----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, MJ3Rj3l874UqpBZ2qXLDBTxfeIO6588dXR6RZfe7ORo1ogBTa9aGLUfUthTUW0ch qgU1CUC5kv197VU60Q1Vqg== 0001157523-07-010174.txt : 20071024 0001157523-07-010174.hdr.sgml : 20071024 20071024160114 ACCESSION NUMBER: 0001157523-07-010174 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071024 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071024 DATE AS OF CHANGE: 20071024 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: 071188201 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 a5526884.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 October 24, 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 Incorporation) (Commission File Number) (IRS Employer 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 October 24, 2007, Integrated Device Technology, Inc. (the "Company") announced its results of operations and financial condition as of and for the fiscal quarter ended September 30, 2007, 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 and Item 10(e)(1)(i) of Regulation S-K, 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 October 24, 2007, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7.01 Regulation FD Disclosure. On October 24, 2007, the Company also announced that its board of directors has approved a $200 million expansion of the previously authorized share repurchase program to a total of $400 million, of which approximately $236 million remains available for share repurchases. Repurchases under the Company's repurchase program will be made in compliance with the SEC's Rule 10b-18, subject to market conditions, applicable legal requirements and other factors and may include open market and negotiated transactions, including block transactions or accelerated stock repurchase transactions. The expansion of the repurchase program is effective immediately and may be discontinued at any time at the Company's discretion. As of September 30, 2007, the Company had approximately 196 million shares outstanding and approximately $350 million in cash and cash equivalents. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 99.1 Press Release dated October 24, 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: October 24, 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 October 24, 2007. 4 EX-99.1 2 a5526884ex991.txt EXHIBIT 99.1 Exhibit 99.1 IDT Reports Fiscal Second Quarter 2008 Results Better-than-Seasonal Trends in Computing Drives Sequential Growth in Revenue, Gross Margin, & EPS SAN JOSE, Calif.--(BUSINESS WIRE)--Oct. 24, 2007--IDT(R) (Integrated Device Technology, Inc.) (NASDAQ:IDTI), a leading provider of essential mixed-signal semiconductor solutions that enrich the digital media experience, today announced results for the fiscal second quarter ended September 30, 2007. "We delivered solid results in our fiscal second quarter of 2008 with sequential growth in revenue, gross margin, and EPS," stated Greg Lang, president and CEO of IDT. "Revenue growth came primarily from two areas. First, our computing end market grew better than seasonal expectations with our PC Clock and PC Audio product lines showing double digit sequential growth. Second, our consumer end market showed substantial growth across a range of platforms. Our overall gross margin improved sequentially, and our new product areas continued to gain traction with significant design wins in our PCI Express and Pre-processing Switch product lines." 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. A complete reconciliation of GAAP to non-GAAP results is attached to this press release. -- Revenue for the fiscal second quarter of 2008 was $204.1 million, compared to $205.2 million reported in the same period one year ago, and up 2.6 percent sequentially. -- GAAP net income for the fiscal second quarter of 2008 was $4.8 million or $0.02 per diluted share, compared to a GAAP net loss of $0.7 million or approximately break even in same period one year ago. Fiscal second quarter 2008 GAAP results include $30.5 million of acquisition-related charges (including $29.9 million in amortization of intangibles and $0.6 million of other acquisition-related charges), $11.8 million of stock-based compensation, and $0.9 million in tax effects related to acquisition related items. -- Non-GAAP net income for the fiscal second quarter of 2008 was $48.3 million or $0.25 per diluted share, compared to non-GAAP net income of $59.2 million or $0.29 per diluted share reported in the same period one year ago, and up from $0.22 per diluted share in the previous quarter. -- GAAP gross profit for the fiscal second quarter of 2008 was $88.2 million, compared to GAAP gross profit of $86.7 million in the same period one year ago. Non-GAAP gross profit for the fiscal second quarter of 2008 was $105.7 million, compared to non-GAAP gross profit of $114.1 million reported in the same period one year ago. -- GAAP R&D expense for the fiscal second quarter of 2008 was $41.9 million, compared with GAAP R&D expense of $40.9 million in the same period one year ago. Non-GAAP R&D expense for the fiscal second quarter of 2008 was $35.1 million, compared to non-GAAP R&D expense of $33.0 million in the same period one year ago. -- GAAP SG&A expense for the fiscal second quarter of 2008 was $43.6 million, compared to GAAP SG&A expense of $49.0 million in the same period one year ago. Non-GAAP SG&A expense for the fiscal second quarter of 2008 was $25.3 million, compared to non-GAAP SG&A expense of $24.9 million in the same period one year ago. $200 Million Expansion of Common Stock Repurchase Program IDT also announced that its Board of Directors has approved a $200 million expansion of the previously authorized share repurchase program to a total of $400 million, of which approximately $236 million remains available for share repurchases. Repurchases under the Company's repurchase program will be made in compliance with the SEC's Rule 10b-18, subject to market conditions, applicable legal requirements and other factors and may include open market and negotiated transactions, including block transactions or accelerated stock repurchase transactions. The expansion of the repurchase program is effective immediately and may be discontinued at any time at the Company's discretion. As of September 30, 2007, IDT had approximately 196 million shares outstanding and approximately $350 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. Pacific time on October 24, 2007. The webcast replay will be available after 5:00 p.m. Pacific time on October 24, 2007. Investors can also listen to the live call at 1:30 p.m. Pacific time on October 24, 2007 by calling (888) 428-4480 or (651) 291-5254. The conference call replay will be available after 5:00 p.m. Pacific time on October 24, 2007 through 11:59 p.m. Pacific time on October 31, 2007 at (800) 475-6701 or (320) 365-3844. The access code is 887536. About IDT With the goal of continuously improving the digital media experience, IDT integrates its fundamental semiconductor heritage with essential innovation, developing and delivering low-power, mixed-signal solutions that solve customer problems. Headquartered in San Jose, Calif., IDT has design, manufacturing and sales facilities throughout the world. IDT stock is traded on the NASDAQ Global Select Stock 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 fiscal year ended April 1, 2007 and Quarterly Report on Form 10-Q for the period ended July 1, 2007. 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 Six Months Ended - ---------------------------------------------------------------------- Sept. 30, July 1, Oct. 1, Sept. 30, Oct. 1, 2007 2007 2006 2007 2006 --------- --------- --------- --------- --------- Revenues $204,127 $199,016 $205,176 403,143 390,712 Cost of revenues 115,937 114,128 118,506 230,065 219,807 --------- --------- --------- --------- --------- Gross profit 88,190 84,888 86,670 173,078 170,905 --------- --------- --------- --------- --------- Operating expenses: Research and development 41,876 44,699 40,878 86,575 80,467 Selling, general and administrative 43,615 45,114 48,987 88,729 96,980 Acquired in- process research and development - - 500 - 500 --------- --------- --------- --------- --------- Total operating expenses 85,491 89,813 90,365 175,304 177,947 --------- --------- --------- --------- --------- Operating income (loss) 2,699 (4,925) (3,695) (2,226) (7,042) Interest expense (28) (41) (72) (69) (151) Interest income and other, net 4,446 5,852 3,905 10,298 7,241 --------- --------- --------- --------- --------- Income before income taxes 7,117 886 138 8,003 48 Provision for income taxes 2,358 1,982 801 4,340 2,275 --------- --------- --------- --------- --------- Net income (loss) $ 4,759 $ (1,096) $ (663) 3,663 (2,227) ========= ========= ========= ========= ========= Net Income (loss) per share: Basic $ 0.02 $ (0.01) $ (0.00) $ 0.02 $ (0.01) Diluted $ 0.02 $ (0.01) $ (0.00) $ 0.02 $ (0.01) Weighted average shares: Basic 190,745 193,254 199,860 192,000 199,283 Diluted 195,923 193,254 199,860 196,914 199,283 INTEGRATED DEVICE TECHNOLOGY, INC. RECONCILIATION OF GAAP TO NON-GAAP (Unaudited) (In thousands) Three Months Ended Six Months Ended - ---------------------------------------------------------------------- Sept. 30, July 1, Oct. 1, Sept. 30, Oct. 1, 2007 2007 2006 2007 2006 --------- --------- --------- --------- --------- GAAP Net Income (Loss) $ 4,759 $ (1,096) $ (663) $ 3,663 $ (2,227) ========= ========= ========= ========= ========= GAAP Diluted Loss Per Share $ 0.02 $ (0.01) $ (0.00) $ 0.02 $ (0.01) ========= ========= ========= ========= ========= Acquisition Related: Amortization of acquisition related intangibles (1) 29,942 31,075 39,476 61,017 76,461 Inventory FMV write-up (1) - - 2,006 - 3,515 Acquired In- process research and development (1) - - 500 - 500 Acquisition related costs (2) 540 1,108 1,030 1,648 2,992 Restructuring Related: Reduction in force (3) - (9) 807 (9) 1,339 Assembly transition costs (4) 193 275 - 468 - Facility closure costs (5) 183 151 322 334 529 Asset impairment (6) - - 2,482 - 2,482 Other: Stock-based compensation expense (7) 11,800 11,830 13,231 23,630 24,241 Tax effects of Non-GAAP adjustments (8) 853 801 - 1,654 - --------- --------- --------- --------- --------- Non-GAAP Net Income $ 48,270 $ 44,135 $ 59,191 $ 92,405 $109,832 ========= ========= ========= ========= ========= Non-GAAP Diluted Earnings Per Share $ 0.25 $ 0.22 $ 0.29 $ 0.47 $ 0.54 ========= ========= ========= ========= ========= Weighted average shares: Basic 190,745 193,254 199,860 192,000 199,283 Diluted 195,923 197,898 204,827 196,914 203,596 GAAP gross profit 88,190 84,888 86,670 173,078 170,905 --------- --------- --------- --------- --------- Acquisition Related: Amortization of acquisition related intangibles (1) 15,614 15,630 20,641 31,244 38,965 Inventory FMV write-up (1) - - 2,006 - 3,515 Acquisition related costs (2) 442 453 323 895 1,055 Restructuring Related: Reduction in Force (3) - (9) 733 (9) 833 Assembly transition costs (4) 193 275 - 468 - Facility closure costs (5) 120 92 197 212 345 Asset impairment (6) - - 2,482 - 2,482 Other: Stock-based compensation expense (7) 1,189 1,053 1,028 2,242 1,382 --------- --------- --------- --------- --------- Non-GAAP gross profit 105,748 102,382 114,080 208,130 219,482 --------- --------- --------- --------- --------- GAAP R&D Expenses: 41,876 44,699 40,878 86,575 80,467 --------- --------- --------- --------- --------- Acquisition Related: Amortization of acquisition related intangibles (1) (19) (62) (125) (81) (250) Acquisition related costs (2) (77) (96) (600) (173) (1,674) Restructuring Related: Reduction in force (3) - - - - (319) Facility closure costs (5) (36) (41) (71) (77) (105) Other: Stock-based compensation expense (7) (6,615) (6,731) (7,087) (13,346) (12,811) --------- --------- --------- --------- --------- Non-GAAP R&D Expenses 35,129 37,769 32,995 72,898 65,308 --------- --------- --------- --------- --------- GAAP SG&A Expenses: 43,615 45,114 48,987 88,729 96,980 --------- --------- --------- --------- --------- Acquisition Related: Amortization of acquisition related intangibles (1) (14,309) (15,383) (18,710) (29,692) (37,246) Acquisition related costs (2) (21) (559) (107) (580) (263) Restructuring Related: Reduction in force (3) - - (74) - (187) Facility closure costs (5) (27) (18) (54) (45) (79) Other: Stock-based compensation expense (7) (3,996) (4,046) (5,116) (8,042) (10,048) --------- --------- --------- --------- --------- Non-GAAP SG&A Expenses 25,262 25,108 24,926 50,370 49,157 --------- --------- --------- --------- --------- GAAP Interest income and other, net 4,418 5,811 3,833 10,229 7,090 --------- --------- --------- --------- --------- Non-GAAP Interest income and other, net 4,418 5,811 3,833 10,229 7,090 --------- --------- --------- --------- --------- GAAP Provision for Income Taxes 2,358 1,982 801 4,340 2,275 --------- --------- --------- --------- --------- Tax effects of Non-GAAP adjustments (8) (853) (801) - (1,654) - Non-GAAP Provision for Income Taxes 1,505 1,181 801 2,686 2,275 --------- --------- --------- --------- --------- (1) Consists of amortization charges of acquisition-related intangible assets and the FMV adjustment of acquired inventory sold. Q2 2007 includes acquired IPR&D related to our acquisition of Sigmatel's PC audio business. (2) Consists of costs incurred in connection with merger and acquisition-related activities, including legal and accounting fees. Also includes costs associated 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. (3) Consists of costs associated with restructuring actions initiated by the Company, primarily composed of severance and retention costs. (4) Consists of the costs incurred as the Company transitions its assembly operations in Malaysia to a third-party. (5) Consists of ongoing costs associated with the exit of our leased facilities in Santa Clara and Salinas and the closure of our manufacturing facility in the Philippines. (6) Consists of an impairment charge related to our manufacturing facility in the Philippines. (7) Consists of stock-based compensation expense resulting from our adoption of SFAS 123R in fiscal 2007. (8) Consists of the tax effects of acquisition-related non-GAAP adjustments. INTEGRATED DEVICE TECHNOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) Sept. 30, Apr. 1, (In thousands) 2007 2007 - ---------------------------------------------------------- ---------- ASSETS Current assets: Cash and cash equivalents $ 251,440 $ 246,589 Short-term investments 98,458 113,344 Accounts receivable, net 94,183 89,986 Inventories 80,784 85,076 Deferred Taxes 7,910 7,308 Prepaid and other current assets 27,953 29,437 ---------- ---------- Total current assets 560,728 571,740 Property, plant and equipment, net 84,698 93,058 Goodwill 1,034,118 1,038,064 Acquisition-related intangibles 253,466 314,484 Other assets 32,806 24,386 ---------- ---------- TOTAL ASSETS $1,965,816 $2,041,732 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 52,004 $ 47,854 Accrued compensation and related expenses 28,111 30,882 Deferred income on shipments to distributors 29,808 34,343 Income taxes payable 8,734 30,514 Other accrued liabilities 28,697 22,445 ---------- ---------- Total current liabilities 147,354 166,038 Deferred tax liabilities 21,653 20,603 Long term income taxes payable 21,400 - Long term liabilities 16,968 16,001 ---------- ---------- Total liabilities 207,375 202,642 Stockholders' equity 1,758,441 1,839,090 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,965,816 $2,041,732 ========== ========== 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-----