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) |
Emerging growth company o |
Exhibit No. | Description |
99.1 | Press Release Dated January 29, 2018 |
Dated: | January 29, 2018 | |
INTEGRATED DEVICE TECHNOLOGY, INC. | ||
By: | /S/ BRIAN C. WHITE | |
Brian C. White | ||
Senior Vice President and Chief Financial Officer (duly authorized officer) |
Exhibit No. | Description |
Press Release Dated January 29, 2018. |
Financial Contact: | Press Contact: | |
Krishna Shankar Head of Investor Relations Phone: (408) 574-6995 E-mail: krishna.shankar@idt.com | Krista Pavlakos IDT Director, Communications Phone: (408) 574-6640 E-mail: krista.pavlakos@idt.com |
• | IDT’s Auto and Industrial business continues to expand. New product releases in sensor signal conditioners, position sensors, and custom products are all delivering growth and strong design in traction. |
• | IDT announced a new family of gas sensors that provide better sensitivity, stability, and selectivity improvements over many competing solutions. These qualities are ideal for demanding industrial applications, where low-level gas detection, long service life, and accurate readings are critical for next-generation platforms and proper system operation. |
• | IDT announced the addition of a family of relative humidity (RH) sensor ICs to its fast-growing portfolio of advanced sensor products. IDT's humidity sensors offer high accuracy with the fastest measurement response time of comparable devices currently on the market. |
• | Combining our wireless power and advanced sensor technology capabilities, IDT introduced the SDAWIR0x wireless sensor hub evaluation kit, which wirelessly connects IDT’s high-performance humidity, temperature and flow sensors in the latest industrial IoT, smart home, connected appliances, fluid metering and control and environmental monitoring applications. Up to one hundred of these sensor modules can be connected to a single Wi-Fi hub; or |
• | LG Electronics and IDT have partnered on the world’s first implementation of Qi wireless charging Extended Power Profile (EPP) in a flagship smartphone, the LG V30, which enables safe, wireless fast charging capability. We believe that IDT is well positoned to be a leader in the Qi/EPP platfom with support for 5W to 15W charging, which will be the preferred standard for Automotive Wireless Power adoption. |
• | IDT announced the commencement of production shipments of wireless power products to a major new Japanese smartphone OEM. |
• | IDT introduced an integrated IEEE 1588 timing platform and software for a variety of Cavium System on Chip solutions. We believe that our IEEE 1588 timing platforms and software are well positioned for fast-growing end markets in data centers, high-performance computing, storage, networking, wireless 4G/5G mobile networks, industrial automation applications, and next-generation video production/transmission networks. |
• | IDT announced that Qualcomm Datacenter Technologies, a subsidiary of Qualcomm Technologies, Inc., will use IDT’s second generation DDR4 chipset with the Qualcomm Centriq™ 2400 processor. This chipset includes the IDT 4RCD0229K register, 4DB0226KB data buffer and TSE2004 temperature sensor. |
• | IDT introduced its new 8SLVS1118 buffer, the industry’s first with 18 outputs and the lowest additive jitter in its class. This combination of 18 outputs - two more than its nearest competitors - and best-in-class additive jitter performance make the 8SLVS1118 ideal for current and emerging telecommunication, industrial and medical applications that have critical timing requirements necessitating well-defined and repeatable clock distribution performance. |
• | Revenue for the fiscal third quarter of 2018 was $217.1 million. This compared with $204.4 million reported last quarter, and $176.4 million reported in the same period one year ago. |
• | GAAP net loss for the fiscal third quarter of 2018 was $68.2 million, or a loss of $0.51 per diluted share (including a one-time GAAP provision of $101.9 million for the estimated impacts of the Tax Cuts and Jobs Act (“TCJA”), which was enacted on December 22, 2017, discussed further below) versus GAAP net income of $18.7 million or $0.14 per diluted share last quarter, and GAAP net income from continuing operations of $33.4 million or $0.24 per diluted share in the same period one year ago. Fiscal third quarter GAAP results include $10.8 million in acquisition-related and restructuring charges, $13.6 million in stock-based compensation, $3.7 million in non-cash interest expense, $0.4 |
• | The estimated $101.9 million impact of the TCJA includes $10.2 million from the remeasurement of U.S. deferred tax assets and liabilities at lower enacted corporate tax rates and $91.7 million from the tax on deemed repatriation of historical foreign earnings. The net taxes payable (net of tax attributes of approximately $59.1 million) on deemed repatriation of historical foreign earnings is approximately $32.6 million, which will be payable over 8 years starting in the next fiscal year. |
• | Non-GAAP net income for the fiscal third quarter of 2018 was $57.6 million or $0.42 per diluted share, compared with non-GAAP net income of $48.2 million or $0.35 per diluted share last quarter, and non-GAAP net income from continuing operations of $49.0 million or $0.35 per diluted share reported in the same period one year ago. |
• | GAAP gross profit for the fiscal third quarter of 2018 was $128.4 million, or 59.1 percent, compared with GAAP gross profit of $116.8 million or 57.1 percent last quarter, and $104.1 million, or 59.0 percent, reported in the same period one year ago. Non-GAAP gross profit for the fiscal third quarter of 2018 was $136.6 million, or 62.9 percent, compared with non-GAAP gross profit of $125.5 million, or 61.4 percent last quarter, and $108.7 million, or 61.6 percent, reported in the same period one year ago. |
• | GAAP R&D expense for the fiscal third quarter of 2018 was $49.8 million, compared with GAAP R&D expense of $48.7 million last quarter, and $38.2 million reported in the same period one year ago. Non-GAAP R&D expense for the fiscal third quarter of 2018 was $42.8 million, compared with non-GAAP R&D expense of $41.3 million last quarter, and $33.5 million in the same period one year ago. |
• | GAAP SG&A expense for the fiscal third quarter of 2018 was $40.7 million, compared with GAAP SG&A expense of $44.5 million last quarter, and $32.7 million in the same period one year ago. Non-GAAP SG&A expense for the fiscal third quarter of 2018 was $31.1 million, compared with non-GAAP SG&A expense of $31.2 million last quarter, and $25.7 million in the same period one year ago. |
• | Amortization of acquisition-related intangibles, which include acquired intangibles such as purchased technology, patents, customer relationships, trademarks, backlog and non-compete agreements. |
• | Acquisition-related costs such as legal, accounting and other professional or consulting fees directly related to an acquisition. |
• | Fair market value adjustment to acquired inventory sold. |
• | Severance costs directly related to a restructuring action. |
• | Facility closure costs consist of ongoing costs associated with the exit of our leased and owned facilities. |
• | Gain on divestiture consists of gains recognized upon the strategic sale of business units. |
• | Assets impairments including accelerated depreciation of certain assets no longer in use. |
• | Stock based compensation expense. |
• | Compensation expense (benefit) - deferred compensation, consists of gains and losses on marketable equity securities related to our deferred compensation arrangements. |
• | Non-cash interest expense, consists of amortization of issuance cost and accretion of discount related to the convertible notes. |
• | Loss (gain) on deferred compensation plan securities represents the changes in the fair value of the assets in a separate trust that is invested in corporate owned life insurance under our deferred compensation plan. |
• | Unrealized foreign currency gains and losses resulting from remeasurement of certain non-functional currency account balances. |
• | Tax effects of non-GAAP adjustments. Non-GAAP tax calculation is based on estimated cash tax expense and reserves. The Company forecasts its annual cash tax liability and allocates the tax to each quarter in proportion to earnings for that period. This approach is designed to enhance the ability of investors to understand the impact of the Company's tax expense on its current operations, provide improved modeling accuracy, and substantially reduce fluctuations caused by GAAP to non-GAAP adjustments, which may not reflect actual cash tax expense. The one-time tax impacts of the TCJA related to non-current liabilities and deferred tax assets are not reflected in the non-GAAP tax provision. |
• | Diluted weighted average shares non-GAAP adjustment, for purposes of calculating non-GAAP diluted net income per share, the GAAP diluted weighted average shares outstanding is adjusted to exclude the benefits of stock compensation expense attributable to future services not yet recognized in the financial statements that are treated as proceeds assumed to be used to repurchase shares under the GAAP treasury method. |
INTEGRATED DEVICE TECHNOLOGY, INC. | ||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||
December 31, 2017 | October 1, 2017 | January 1, 2017 | December 31, 2017 | January 1, 2017 | ||||||||||||||||
Revenues | $ | 217,075 | $ | 204,398 | $ | 176,358 | $ | 618,186 | $ | 552,545 | ||||||||||
Cost of revenues | 88,690 | 87,636 | 72,273 | 263,001 | 233,579 | |||||||||||||||
Gross profit | 128,385 | 116,762 | 104,085 | 355,185 | 318,966 | |||||||||||||||
Operating expenses: | ||||||||||||||||||||
Research and development | 49,836 | 48,742 | 38,173 | 147,027 | 129,571 | |||||||||||||||
Selling, general and administrative | 40,689 | 44,485 | 32,737 | 127,116 | 108,968 | |||||||||||||||
Total operating expenses | 90,525 | 93,227 | 70,910 | 274,143 | 238,539 | |||||||||||||||
Operating income | 37,860 | 23,535 | 33,175 | 81,042 | 80,427 | |||||||||||||||
Interest and other expense, net | (5,068 | ) | (4,886 | ) | (3,810 | ) | (13,869 | ) | (8,903 | ) | ||||||||||
Income from continuing operations before income taxes | 32,792 | 18,649 | 29,365 | 67,173 | 71,524 | |||||||||||||||
Benefit from (provision for) income taxes | (101,033 | ) | 31 | 4,072 | (100,020 | ) | 7,451 | |||||||||||||
Net income (loss) from continuing operations | (68,241 | ) | 18,680 | 33,437 | (32,847 | ) | 78,975 | |||||||||||||
Discontinued operations: | ||||||||||||||||||||
Gain from divestiture | — | — | 1,385 | — | 1,385 | |||||||||||||||
Provision for income taxes | — | — | 87 | — | 87 | |||||||||||||||
Net income from discontinued operations: | — | — | 1,298 | — | 1,298 | |||||||||||||||
Net income (loss) | $ | (68,241 | ) | $ | 18,680 | $ | 34,735 | $ | (32,847 | ) | $ | 80,273 | ||||||||
Basic net income (loss) per share - continuing operations | $ | (0.51 | ) | $ | 0.14 | $ | 0.25 | $ | (0.25 | ) | $ | 0.59 | ||||||||
Basic net income per share - discontinued operations | — | — | 0.01 | — | 0.01 | |||||||||||||||
Basic net income (loss) per share | $ | (0.51 | ) | $ | 0.14 | $ | 0.26 | $ | (0.25 | ) | $ | 0.60 | ||||||||
Diluted net income (loss) per share - continuing operations | $ | (0.51 | ) | $ | 0.14 | $ | 0.24 | $ | (0.25 | ) | $ | 0.57 | ||||||||
Diluted net income per share - discontinued operations | — | — | 0.01 | — | 0.01 | |||||||||||||||
Diluted net income (loss) per share | $ | (0.51 | ) | $ | 0.14 | $ | 0.25 | $ | (0.25 | ) | $ | 0.58 | ||||||||
Weighted average shares: | ||||||||||||||||||||
Basic | 132,689 | 133,269 | 133,846 | 133,087 | 133,987 | |||||||||||||||
Diluted | 132,689 | 136,059 | 137,167 | 133,087 | 137,581 |
INTEGRATED DEVICE TECHNOLOGY, INC. | ||||||||||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (a) | ||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||
December 31, 2017 | October 1, 2017 | January 1, 2017 | December 31, 2017 | January 1, 2017 | ||||||||||||||||
GAAP net income (loss) from continuing operation | $ | (68,241 | ) | $ | 18,680 | $ | 33,437 | $ | (32,847 | ) | $ | 78,975 | ||||||||
GAAP diluted net income (loss) per share - continuing operation | $ | (0.51 | ) | $ | 0.14 | $ | 0.24 | $ | (0.25 | ) | $ | 0.57 | ||||||||
Acquisition-related: | ||||||||||||||||||||
Amortization of acquisition-related intangibles | 9,287 | 8,963 | 5,557 | 27,126 | 16,578 | |||||||||||||||
Acquisition-related costs | — | — | — | 2,225 | 72 | |||||||||||||||
Amortization of fair market value adjustment to inventory | 1,178 | 2,011 | 757 | 7,270 | 3,672 | |||||||||||||||
Restructuring-related: | ||||||||||||||||||||
Severance costs (benefit) | 378 | 1,637 | (216 | ) | 2,596 | 16,723 | ||||||||||||||
Facility closure costs | — | 2,542 | — | 2,614 | — | |||||||||||||||
Assets impairment and other | — | 917 | — | 2,882 | 870 | |||||||||||||||
Other: | ||||||||||||||||||||
Stock-based compensation expense | 13,578 | 12,950 | 9,912 | 38,348 | 29,608 | |||||||||||||||
Non-cash interest expense | 3,744 | 3,695 | 3,360 | 11,331 | 9,936 | |||||||||||||||
Asset impairment and other | — | — | — | — | (652 | ) | ||||||||||||||
Loss from divestiture | — | — | 710 | — | 710 | |||||||||||||||
Certain unrealized foreign exchange gain | (360 | ) | (754 | ) | — | (2,789 | ) | — | ||||||||||||
Compensation expense - deferred compensation plan | 525 | 469 | 262 | 1,406 | 1,100 | |||||||||||||||
Gain on deferred compensation plan securities | (518 | ) | (443 | ) | (249 | ) | (1,321 | ) | (1,058 | ) | ||||||||||
Non-GAAP tax adjustments | 98,003 | (2,518 | ) | (4,527 | ) | 92,144 | (8,920 | ) | ||||||||||||
Non-GAAP net income from continuing operation | $ | 57,574 | $ | 48,149 | $ | 49,003 | $ | 150,985 | $ | 147,614 | ||||||||||
GAAP weighted average shares - diluted | 132,689 | 136,059 | 137,167 | 133,087 | 137,581 | |||||||||||||||
Non-GAAP adjustment | 5,714 | 2,780 | 2,006 | 5,787 | 2,168 | |||||||||||||||
Non-GAAP weighted average shares - diluted | 138,403 | 138,839 | 139,173 | 138,874 | 139,749 | |||||||||||||||
Non-GAAP diluted net income per share - continuing operation | $ | 0.42 | $ | 0.35 | $ | 0.35 | $ | 1.09 | $ | 1.06 | ||||||||||
GAAP gross profit | $ | 128,385 | $ | 116,762 | $ | 104,085 | $ | 355,185 | $ | 318,966 | ||||||||||
Acquisition-related: | ||||||||||||||||||||
Amortization of acquisition-related intangibles | 6,127 | 5,822 | 3,178 | 17,631 | 9,701 | |||||||||||||||
Amortization of fair market value adjustment to inventory | 1,178 | 2,011 | 757 | 7,270 | 3,672 | |||||||||||||||
Restructuring-related: | ||||||||||||||||||||
Severance costs (benefit) | — | 30 | (146 | ) | 226 | 2,541 | ||||||||||||||
Assets impairment and other | — | — | — | — | 336 | |||||||||||||||
Other: | ||||||||||||||||||||
Compensation expense - deferred compensation plan | 123 | 110 | 96 | 330 | 403 | |||||||||||||||
Stock-based compensation expense | 814 | 764 | 695 | 2,210 | 2,276 | |||||||||||||||
Non-GAAP gross profit | $ | 136,627 | $ | 125,499 | $ | 108,665 | $ | 382,852 | $ | 337,895 | ||||||||||
GAAP R&D expenses: | $ | 49,836 | $ | 48,742 | $ | 38,173 | $ | 147,027 | $ | 129,571 | ||||||||||
Restructuring-related: | ||||||||||||||||||||
Severance costs | 18 | (318 | ) | (225 | ) | (345 | ) | (10,634 | ) | |||||||||||
Assets impairment and other | — | (835 | ) | — | (2,800 | ) | (106 | ) | ||||||||||||
Other: | ||||||||||||||||||||
Compensation expense - deferred compensation plan | (268 | ) | (239 | ) | (102 | ) | (717 | ) | (429 | ) | ||||||||||
Stock-based compensation expense | (6,816 | ) | (6,094 | ) | (4,342 | ) | (18,873 | ) | (11,841 | ) | ||||||||||
Non-GAAP R&D expenses | $ | 42,770 | $ | 41,256 | $ | 33,504 | $ | 124,292 | $ | 106,561 | ||||||||||
GAAP SG&A expenses: | $ | 40,689 | $ | 44,485 | $ | 32,737 | $ | 127,116 | $ | 108,968 | ||||||||||
Acquisition-related: | ||||||||||||||||||||
Amortization of acquisition-related intangibles | (3,160 | ) | (3,141 | ) | (2,379 | ) | (9,495 | ) | (6,877 | ) | ||||||||||
Acquisition-related fees | — | — | — | (2,225 | ) | (72 | ) | |||||||||||||
Restructuring-related: | ||||||||||||||||||||
Severance costs (benefit) | (396 | ) | (1,289 | ) | 295 | (2,025 | ) | (3,548 | ) | |||||||||||
Facility closure costs | — | (2,542 | ) | — | (2,614 | ) | — | |||||||||||||
Assets impairment and other | — | (82 | ) | — | (82 | ) | (428 | ) | ||||||||||||
Other: | ||||||||||||||||||||
Compensation expense - deferred compensation plan | (134 | ) | (120 | ) | (64 | ) | (359 | ) | (268 | ) | ||||||||||
Stock-based compensation expense | (5,948 | ) | (6,092 | ) | (4,875 | ) | (17,265 | ) | (15,491 | ) | ||||||||||
Non-GAAP SG&A expenses | $ | 31,051 | $ | 31,219 | $ | 25,714 | $ | 93,051 | $ | 82,284 | ||||||||||
GAAP interest and other expense, net | $ | (5,068 | ) | $ | (4,886 | ) | $ | (3,810 | ) | $ | (13,869 | ) | $ | (8,903 | ) | |||||
Non-cash interest expense | 3,744 | 3,695 | 3,360 | 11,331 | 9,936 | |||||||||||||||
Assets impairment and other | — | — | — | — | (652 | ) | ||||||||||||||
Loss from divestiture | — | — | 710 | — | 710 | |||||||||||||||
Gain on deferred compensation plan securities | (518 | ) | (443 | ) | (249 | ) | (1,321 | ) | (1,058 | ) | ||||||||||
Certain unrealized foreign exchange gain | (360 | ) | (754 | ) | — | (2,789 | ) | — | ||||||||||||
Non-GAAP interest and other income (expense), net | $ | (2,202 | ) | $ | (2,388 | ) | $ | 11 | $ | (6,648 | ) | $ | 33 | |||||||
GAAP benefit from (provision for) income taxes - continuing operation | $ | (101,033 | ) | $ | 31 | $ | 4,072 | $ | (100,020 | ) | $ | 7,451 | ||||||||
Non-GAAP tax adjustments | (98,003 | ) | 2,518 | 4,527 | (92,144 | ) | 8,920 | |||||||||||||
Non-GAAP provision for income taxes - continuing operation | $ | (3,030 | ) | $ | (2,487 | ) | $ | (455 | ) | $ | (7,876 | ) | $ | (1,469 | ) | |||||
(a) Refer to the accompanying “Notes to Non-GAAP Financial Measures” for a detailed discussion of Management’s use of non-GAAP financial measures. |
INTEGRATED DEVICE TECHNOLOGY, INC. | |||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||||
(Unaudited) | |||||||||
December 31, | April 2, | ||||||||
(In thousands) | 2017 | 2017 | |||||||
ASSETS | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | 132,800 | $ | 214,554 | |||||
Short-term investments | 264,066 | 191,492 | |||||||
Accounts receivable, net | 109,701 | 89,312 | |||||||
Inventories | 63,892 | 52,288 | |||||||
Prepayments and other current assets | 14,590 | 13,054 | |||||||
Total current assets | 585,049 | 560,700 | |||||||
Property, plant and equipment, net | 86,636 | 80,961 | |||||||
Goodwill | 420,117 | 306,925 | |||||||
Intangible assets, net | 196,977 | 108,818 | |||||||
Deferred tax assets | 18,390 | 85,831 | |||||||
Other assets | 61,668 | 40,399 | |||||||
TOTAL ASSETS | $ | 1,368,837 | $ | 1,183,634 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
Current liabilities: | |||||||||
Accounts payable | $ | 41,950 | $ | 42,020 | |||||
Accrued compensation and related expenses | 34,055 | 26,624 | |||||||
Deferred income on shipments to distributors | 3,521 | 1,985 | |||||||
Current portion of bank loan | 2,000 | — | |||||||
Other accrued liabilities | 22,523 | 20,205 | |||||||
Total current liabilities | 104,049 | 90,834 | |||||||
Deferred tax liabilities | 11,046 | 13,835 | |||||||
Long-term income tax payable | 31,812 | 867 | |||||||
Convertible notes | 295,983 | 285,541 | |||||||
Long-term bank loan, net | 191,368 | — | |||||||
Other long-term liabilities | 26,288 | 18,894 | |||||||
Total liabilities | 660,546 | 409,971 | |||||||
Stockholders' equity | 708,291 | 773,663 | |||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 1,368,837 | $ | 1,183,634 |