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Last update: Jan 28, 2019
PR Newswire
SAN JOSE, Calif., Jan. 28, 2019
SAN JOSE, Calif., Jan. 28, 2019 /PRNewswire/ -- Integrated Device Technology, Inc. (IDT®) (NASDAQ: IDTI) today announced results for the fiscal third quarter 2019, ended December 30, 2018 with revenues of $240.6 million; GAAP EPS of $0.16 and non-GAAP EPS of $0.50.
On September 10, 2018, IDT, a leading supplier of high-performance system-level analog/mixed-signal semiconductors, and Renesas Electronics Corporation ("Renesas", TSE: 6723), a premier supplier of advanced semiconductor solutions, announced that they have signed a definitive agreement under which Renesas will acquire IDT for US$49.00 per share in an all-cash transaction representing an equity value of approximately US$6.7 billion (approximately 733.0 billion yen at an exchange rate of 110 yen to the dollar). The acquisition combines two recognized leaders in embedded processors and analog mixed-signal semiconductors, each with unique strengths in delivering products to improve performance and efficiency in high-performance electronic systems. The boards of directors of both companies have unanimously approved the transaction.
At the Company's special meeting of stockholders held on January 15, 2019, IDT stockholders voted to adopt the Agreement and Plan of Merger, dated September 10, 2018, by and between IDT and Renesas Electronics Corporation.
On December 21, 2018, IDT reported that the Committee on Foreign Investment in the United States (CFIUS) review regarding national security concerns relating to the Merger was underway and the initial 45-day review period would conclude by January 2, 2019. The review relating to International Traffic in Arms Regulation (ITAR) for the deal was underway and would conclude by January 6, 2019. Due to the U.S. government shutdown that commenced in December 2018, both reviews will resume following the resumption of operations by the relevant U.S. government agencies.
The two companies have already received regulatory antitrust approval for the proposed transaction from China, Germany, Hungary, and Korea. In addition, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the proposed acquisition expired at 11:59 p.m., Eastern Time, on October 22, 2018. Closing of the transaction is expected to occur in the first half of calendar 2019, following customary closing conditions and approval by relevant regulatory authorities.
Due to the pending acquisition by Renesas, IDT management will not be hosting an investor conference call and will not provide forward-looking guidance. Investors are requested to review our IR web site for the quarterly financial highlights and SEC filings for the latest updates on the pending deal.
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The following highlights the Company's financial performance on both a GAAP and supplemental non-GAAP basis. The Company provides supplemental information regarding its operating performance on a non-GAAP basis that excludes certain gains, losses and charges, or events which occur relatively infrequently and which management considers to be outside our core operating results. 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. A complete reconciliation of GAAP to non-GAAP results is attached to this press release.
About IDT
Integrated Device Technology, Inc. develops system-level solutions that optimize its customers' applications. IDT's market-leading products in RF, timing, wireless power transfer, serial switching, interfaces and sensing solutions are among the company's broad array of complete mixed-signal solutions for the communications, computing, consumer, automotive and industrial segments. Headquartered in San Jose, Calif., IDT has design, manufacturing, sales facilities and distribution partners throughout the world. IDT stock is traded on the NASDAQ Global Select Stock Market® under the symbol "IDTI." Additional information about IDT is accessible at www.IDT.com. Follow IDT on Facebook, LinkedIn, Twitter, and YouTube.
Forward Looking Statements
Investors are cautioned that forward-looking statements in this release, including but not limited to statements regarding demand for Company products, anticipated trends in Company sales, expenses and profits, 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 introduction 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, 2018. All forward-looking statements are made as of the date of this release and the Company disclaims any duty to update such statements.
Non-GAAP Reporting
To supplement its consolidated financial results presented in accordance with GAAP, IDT uses non-GAAP financial measures, which are adjusted from the most directly comparable GAAP financial measures to exclude certain items, as described in detail below. Management believes that these non-GAAP financial measures reflect an additional and useful way of viewing aspects of the Company's operations that, when viewed in conjunction with IDT's GAAP results, provide a more comprehensive understanding of the various factors and trends affecting the Company's business and operations. It should also be noted that IDT's non-GAAP information may be different from the non-GAAP information provided by other companies. Non-GAAP financial measures used by IDT include:
The Company presents non-GAAP financial measures because the investor community uses non-GAAP results in its analysis and comparison of historical results and projections of the Company's future operating results. These non-GAAP results exclude acquisition-related expense, restructuring and divestiture related costs (gains), share-based compensation expense, and certain other expenses and benefits. Management uses these non-GAAP measures to manage and assess the profitability of the business. These non-GAAP results are also consistent with the way management internally analyzes IDT's financial results.
There are limitations in using non-GAAP financial measures because they are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP financial measures. The non-GAAP financial measures supplement, and should be viewed in conjunction with, GAAP financial measures. Investors should review the reconciliations of the non-GAAP financial measures to their most directly comparable GAAP financial measures as provided in the accompanying press release.
As presented in the "Reconciliation of GAAP to Non-GAAP" tables in the accompanying press release, each of the non-GAAP financial measures excludes one or more of the following items:
Acquisition-related. Acquisition-related charges are not factored into management's evaluation of potential acquisitions or IDT's performance after completion of acquisitions, because they are not related to the Company's core operating performance. Adjustments of these items provide investors with a basis to compare IDT's performance to other companies without the variability caused by purchase accounting. Acquisition-related expenses primarily include:
Restructuring-related. Restructuring charges primarily relate to changes in IDT's infrastructure in efforts to reduce costs and expenses (gains) associated with strategic divestitures and restructuring in force actions. Restructuring charges (gains) are excluded from non-GAAP financial measures because they are not considered core operating activities. Although IDT has engaged in various restructuring activities in the past, each has been a discrete event based on a unique set of business objectives. As such, management believes that it is appropriate to exclude restructuring charges (gains) from IDT's non-GAAP financial measures as it enhances the ability of investors to compare the Company's period-over-period operating results. Restructuring-related charges (gains) primarily include:
Other adjustments. These items are excluded from non-GAAP financial measures because they are not related to the core operating activities and on-going future operating performance of IDT. Excluding this data allows investors to better compare IDT's period-over-period performance without such expense, which IDT believes may be useful to the investor community.
Other adjustments primarily include:
IDT and the IDT logo are trademarks or registered 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.
Financial Contact: |
Press Contact: |
Krishna Shankar |
Krista Pavlakos |
Head of Investor Relations |
IDT Director, Communications |
Phone: (408) 574-6995 |
Phone: (408) 574-6640 |
E-mail: krishna.shankar@idt.com |
E-mail: krista.pavlakos@idt.com |
INTEGRATED DEVICE TECHNOLOGY, INC. |
||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
||||||||||
(Unaudited) |
||||||||||
(In thousands, except per share data) |
||||||||||
Three Months Ended |
Nine Months Ended |
|||||||||
Dec. 30, 2018 |
Sep. 30, 2018 |
Dec. 31, 2017 |
Dec. 30, 2018 |
Dec. 31, 2017 |
||||||
Revenues |
$ 240,587 |
$ 235,484 |
$ 217,075 |
$ 704,587 |
$ 618,186 |
|||||
Cost of revenues |
91,311 |
91,900 |
88,690 |
275,120 |
263,001 |
|||||
Gross profit |
149,276 |
143,584 |
128,385 |
429,467 |
355,185 |
|||||
Operating expenses: |
||||||||||
Research and development |
62,496 |
55,509 |
49,836 |
170,239 |
147,027 |
|||||
Selling, general and administrative |
58,573 |
46,753 |
40,689 |
148,321 |
127,116 |
|||||
Total operating expenses |
121,069 |
102,262 |
90,525 |
318,560 |
274,143 |
|||||
Operating income |
28,207 |
41,322 |
37,860 |
110,907 |
81,042 |
|||||
Other-than-temporary impairment loss on investment |
(841) |
- |
- |
(2,841) |
- |
|||||
Interest and other expense, net |
(10,045) |
(4,608) |
(5,068) |
(20,167) |
(13,869) |
|||||
Income before income taxes |
17,321 |
36,714 |
32,792 |
87,899 |
67,173 |
|||||
Benefit from (provision for) income taxes |
4,285 |
(1,214) |
(101,033) |
(73) |
(100,020) |
|||||
Net income (loss) |
$ 21,606 |
$ 35,500 |
$ (68,241) |
$ 87,826 |
$ (32,847) |
|||||
Basic net income (loss) per share |
$ 0.17 |
$ 0.27 |
$ (0.51) |
$ 0.68 |
$ (0.25) |
|||||
Diluted net income (loss) per share |
$ 0.16 |
$ 0.26 |
$ (0.51) |
$ 0.65 |
$ (0.25) |
|||||
Weighted average shares: |
||||||||||
Basic |
129,074 |
129,155 |
132,689 |
129,283 |
133,087 |
|||||
Diluted |
137,182 |
134,755 |
132,689 |
135,438 |
133,087 |
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 |
|||||||||
Dec. 30, 2018 |
Sep. 30, 2018 |
Dec. 31, 2017 |
Dec. 30, 2018 |
Dec. 31, 2017 |
||||||
GAAP net income (loss) |
$ 21,606 |
$ 35,500 |
$ (68,241) |
$ 87,826 |
$ (32,847) |
|||||
GAAP diluted net income (loss) per share |
$ 0.16 |
$ 0.26 |
$ (0.51) |
$ 0.65 |
$ (0.25) |
|||||
Acquisition-related: |
||||||||||
Amortization of acquisition-related intangibles |
9,423 |
9,365 |
9,287 |
28,122 |
27,126 |
|||||
Acquisition-related costs |
- |
- |
- |
- |
2,225 |
|||||
Amortization of fair market value adjustment to inventory |
- |
- |
1,178 |
790 |
7,270 |
|||||
Merger-related expense |
4,511 |
3,884 |
- |
8,395 |
- |
|||||
Restructuring-related: |
||||||||||
Severance costs |
- |
1,351 |
378 |
1,718 |
2,596 |
|||||
Facility closure costs (benefit) |
- |
(125) |
- |
(4) |
2,614 |
|||||
Assets impairment and other |
- |
- |
- |
- |
2,882 |
|||||
Other: |
||||||||||
Stock-based compensation expense |
37,470 |
15,637 |
13,578 |
68,170 |
38,348 |
|||||
Non-cash interest expense |
3,928 |
3,881 |
3,744 |
11,764 |
11,331 |
|||||
Other-than-temporary impairment loss on investment |
841 |
- |
- |
2,841 |
- |
|||||
Realized loss on available-for-sale securities |
652 |
- |
- |
652 |
- |
|||||
Impairment of available-for-sale securities |
1,325 |
- |
- |
1,325 |
- |
|||||
Certain unrealized foreign exchange loss (gain) |
373 |
(144) |
(360) |
1,540 |
(2,789) |
|||||
Compensation expense (benefit) - deferred compensation plan |
(2,185) |
654 |
525 |
(955) |
1,406 |
|||||
Loss (gain) on deferred compensation plan securities |
2,233 |
(650) |
(518) |
1,019 |
(1,321) |
|||||
Non-GAAP tax adjustments |
(11,927) |
(5,892) |
98,003 |
(21,357) |
92,144 |
|||||
Non-GAAP net income |
$ 68,250 |
$ 63,461 |
$ 57,574 |
$ 191,846 |
$ 150,985 |
|||||
GAAP weighted average shares - diluted |
137,182 |
134,755 |
132,689 |
135,438 |
133,087 |
|||||
Non-GAAP adjustment |
(1,400) |
1,214 |
5,714 |
608 |
5,787 |
|||||
Non-GAAP weighted average shares - diluted |
135,782 |
135,969 |
138,403 |
136,046 |
138,874 |
|||||
Non-GAAP diluted net income per share |
$ 0.50 |
$ 0.47 |
$ 0.42 |
$ 1.41 |
$ 1.09 |
|||||
GAAP gross profit |
$ 149,276 |
$ 143,584 |
$ 128,385 |
$ 429,467 |
$ 355,185 |
|||||
Acquisition-related: |
||||||||||
Amortization of acquisition-related intangibles |
6,332 |
6,274 |
6,127 |
18,849 |
17,631 |
|||||
Amortization of fair market value adjustment to inventory |
- |
- |
1,178 |
790 |
7,270 |
|||||
Restructuring-related: |
||||||||||
Severance costs |
- |
397 |
- |
397 |
226 |
|||||
Other: |
||||||||||
Compensation expense (benefit) - deferred compensation plan |
(507) |
153 |
123 |
(219) |
330 |
|||||
Stock-based compensation expense |
919 |
829 |
814 |
2,776 |
2,210 |
|||||
Non-GAAP gross profit |
$ 156,020 |
$ 151,237 |
$ 136,627 |
$ 452,060 |
$ 382,852 |
|||||
GAAP R&D expenses: |
$ 62,496 |
$ 55,509 |
$ 49,836 |
$ 170,239 |
$ 147,027 |
|||||
Restructuring-related: |
||||||||||
Severance benefit (costs) |
- |
(587) |
18 |
(697) |
(345) |
|||||
Facility closure costs |
- |
(315) |
- |
(315) |
- |
|||||
Assets impairment and other |
- |
- |
- |
- |
(2,800) |
|||||
Other: |
||||||||||
Compensation benefit (expense) - deferred compensation plan |
1,119 |
(334) |
(268) |
491 |
(717) |
|||||
Stock-based compensation expense |
(17,701) |
(7,829) |
(6,816) |
(32,666) |
(18,873) |
|||||
Non-GAAP R&D expenses |
$ 45,914 |
$ 46,444 |
$ 42,770 |
$ 137,052 |
$ 124,292 |
|||||
GAAP SG&A expenses: |
$ 58,573 |
$ 46,753 |
$ 40,689 |
$ 148,321 |
$ 127,116 |
|||||
Acquisition-related: |
||||||||||
Amortization of acquisition-related intangibles |
(3,091) |
(3,091) |
(3,160) |
(9,273) |
(9,495) |
|||||
Acquisition-related costs |
- |
- |
- |
- |
(2,225) |
|||||
Merger-related expense |
(4,511) |
(3,884) |
- |
(8,395) |
- |
|||||
Restructuring-related: |
||||||||||
Severance costs |
- |
(367) |
(396) |
(624) |
(2,025) |
|||||
Facility closure benefit (costs) |
- |
440 |
- |
319 |
(2,614) |
|||||
Assets impairment and other |
- |
- |
- |
- |
(82) |
|||||
Other: |
||||||||||
Compensation benefit (expense) - deferred compensation plan |
559 |
(167) |
(134) |
245 |
(359) |
|||||
Stock-based compensation expense |
(18,850) |
(6,979) |
(5,948) |
(32,728) |
(17,265) |
|||||
Non-GAAP SG&A expenses |
$ 32,680 |
$ 32,705 |
$ 31,051 |
$ 97,865 |
$ 93,051 |
|||||
GAAP interest and other expense, net |
$ (10,045) |
$ (4,608) |
$ (5,068) |
$ (20,167) |
$ (13,869) |
|||||
Non-cash interest expense |
3,928 |
3,881 |
3,744 |
11,764 |
11,331 |
|||||
Realized loss on available-for-sale securities |
652 |
- |
- |
652 |
- |
|||||
Impairment of available-for-sale securities |
1,325 |
- |
- |
1,325 |
- |
|||||
Loss (gain) on deferred compensation plan securities |
2,233 |
(650) |
(518) |
1,019 |
(1,321) |
|||||
Certain unrealized foreign exchange loss (gain) |
373 |
(144) |
(360) |
1,540 |
(2,789) |
|||||
Non-GAAP interest and other expense, net |
$ (1,534) |
$ (1,521) |
$ (2,202) |
$ (3,867) |
$ (6,648) |
|||||
GAAP benefit from (provision for) income taxes |
$ 4,285 |
$ (1,214) |
$ (101,033) |
$ (73) |
$ (100,020) |
|||||
Non-GAAP tax adjustments |
11,927 |
5,892 |
(98,003) |
21,357 |
(92,144) |
|||||
Non-GAAP provision for income taxes |
$ (7,642) |
$ (7,106) |
$ (3,030) |
$ (21,430) |
$ (7,876) |
|||||
(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) |
||||
(In thousands) |
Dec. 30, 2018 |
Apr. 1, 2018 |
||
ASSETS |
||||
Current assets: |
||||
Cash and cash equivalents |
$ 287,239 |
$ 136,873 |
||
Short-term investments |
157,129 |
222,026 |
||
Accounts receivable, net |
119,909 |
108,779 |
||
Inventories |
66,142 |
68,702 |
||
Prepayments and other current assets |
14,860 |
12,734 |
||
Total current assets |
645,279 |
549,114 |
||
Property, plant and equipment, net |
90,877 |
86,845 |
||
Goodwill |
420,117 |
420,117 |
||
Intangible assets, net |
163,585 |
180,781 |
||
Deferred tax assets |
10,970 |
11,764 |
||
Other assets |
46,772 |
61,910 |
||
TOTAL ASSETS |
$ 1,377,600 |
$1,310,531 |
||
LIABILITIES, CONVERTIBLE NOTES CONVERSION OBLIGATION AND STOCKHOLDERS' EQUITY |
||||
Current liabilities: |
||||
Accounts payable |
$ 48,461 |
$ 41,070 |
||
Accrued compensation and related expenses |
46,497 |
44,002 |
||
Short-term convertible notes |
310,535 |
- |
||
Current portion of bank loan |
192,698 |
2,000 |
||
Other accrued liabilities |
45,434 |
26,524 |
||
Total current liabilities |
643,625 |
113,596 |
||
Deferred tax liabilities |
11,723 |
10,221 |
||
Long-term income tax payable |
23,706 |
25,034 |
||
Convertible notes |
- |
299,551 |
||
Long-term bank loan, net |
- |
191,073 |
||
Other long-term liabilities |
27,386 |
25,684 |
||
Total liabilities |
706,440 |
665,159 |
||
Convertible notes conversion obligation |
63,214 |
- |
||
Stockholders' equity |
607,946 |
645,372 |
||
TOTAL LIABILITIES, CONVERTIBLE NOTES CONVERSION OBLIGATION AND STOCKHOLDERS' EQUITY |
$ 1,377,600 |
$1,310,531 |
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SOURCE Integrated Device Technology, Inc.