/x/
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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/ /
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
|
94-2669985
(I.R.S. Employer Identification No.)
|
6024 SILVER CREEK VALLEY ROAD, SAN JOSE, CALIFORNIA
(Address of Principal Executive Offices)
|
95138
(Zip Code)
|
PART I-FINANCIAL INFORMATION
|
|
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Financial Statements (Unaudited)
|
|
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PART II-OTHER INFORMATION
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||
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
(Unaudited in thousands
)
|
September 29, 2013
|
|
March 31, 2013
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
109,671
|
|
|
$
|
130,837
|
|
Short-term investments
|
320,237
|
|
|
166,333
|
|
||
Accounts receivable, net of allowances of $3,524 and $2,787
|
71,491
|
|
|
62,083
|
|
||
Inventories
|
57,675
|
|
|
56,555
|
|
||
Income tax receivable
|
171
|
|
|
192
|
|
||
Prepayments and other current assets
|
15,443
|
|
|
24,505
|
|
||
Total current assets
|
574,688
|
|
|
440,505
|
|
||
Property, plant and equipment, net
|
73,470
|
|
|
74,988
|
|
||
Goodwill
|
137,601
|
|
|
144,924
|
|
||
Other intangible assets, net
|
40,042
|
|
|
48,602
|
|
||
Deferred non-current tax assets
|
671
|
|
|
671
|
|
||
Other assets
|
18,321
|
|
|
18,889
|
|
||
Total assets
|
$
|
844,793
|
|
|
$
|
728,579
|
|
Liabilities and stockholders' equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
27,928
|
|
|
$
|
23,244
|
|
Accrued compensation and related expenses
|
20,931
|
|
|
21,090
|
|
||
Deferred income on shipments to distributors
|
13,566
|
|
|
14,539
|
|
||
Deferred tax liabilities
|
997
|
|
|
1,000
|
|
||
Other accrued liabilities
|
14,943
|
|
|
14,652
|
|
||
Total current liabilities
|
78,365
|
|
|
74,525
|
|
||
Deferred tax liabilities
|
1,552
|
|
|
1,552
|
|
||
Long-term income tax payable
|
299
|
|
|
454
|
|
||
Other long-term liabilities
|
20,411
|
|
|
22,022
|
|
||
Total liabilities
|
100,627
|
|
|
98,553
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
|
|
||
Preferred stock: $.001 par value: 10,000 shares authorized; no shares issued
|
—
|
|
|
—
|
|
||
Common stock: $.001 par value: 350,000 shares authorized; 151,220 and 146,253 shares outstanding at September 29, 2013 and March 31, 2013, respectively
|
151
|
|
|
146
|
|
||
Additional paid-in capital
|
2,440,319
|
|
|
2,407,998
|
|
||
Treasury stock at cost: 90,426 shares at September 29, 2013 and March 31, 2013, respectively
|
(977,296
|
)
|
|
(977,296
|
)
|
||
Accumulated deficit
|
(720,921
|
)
|
|
(802,308
|
)
|
||
Accumulated other comprehensive income
|
1,913
|
|
|
1,486
|
|
||
Total stockholders' equity
|
744,166
|
|
|
630,026
|
|
||
Total liabilities and stockholders' equity
|
$
|
844,793
|
|
|
$
|
728,579
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(Unaudited in thousands, except per share data)
|
September 29,
2013 |
|
September 30,
2012 |
|
September 29,
2013 |
|
September 30,
2012 |
||||||||
Revenues
|
$
|
124,649
|
|
|
$
|
133,401
|
|
|
$
|
242,631
|
|
|
$
|
263,562
|
|
Cost of revenues
|
53,800
|
|
|
58,774
|
|
|
105,609
|
|
|
116,422
|
|
||||
Gross profit
|
70,849
|
|
|
74,627
|
|
|
137,022
|
|
|
147,140
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||
Research and development
|
42,216
|
|
|
42,387
|
|
|
83,065
|
|
|
83,931
|
|
||||
Selling, general and administrative
|
28,045
|
|
|
32,750
|
|
|
55,888
|
|
|
69,162
|
|
||||
Total operating expenses
|
70,261
|
|
|
75,137
|
|
|
138,953
|
|
|
153,093
|
|
||||
Operating income (loss)
|
588
|
|
|
(510
|
)
|
|
(1,931
|
)
|
|
(5,953
|
)
|
||||
Gain on divestitures
|
82,349
|
|
|
—
|
|
|
82,349
|
|
|
—
|
|
||||
Interest income (expense) and other, net
|
756
|
|
|
(206
|
)
|
|
813
|
|
|
1,794
|
|
||||
Income (loss) before income taxes from continuing operations
|
83,693
|
|
|
(716
|
)
|
|
81,231
|
|
|
(4,159
|
)
|
||||
Income tax provision (benefit)
|
42
|
|
|
(33
|
)
|
|
(156
|
)
|
|
(4,019
|
)
|
||||
Net income (loss) from continuing operations
|
$
|
83,651
|
|
|
$
|
(683
|
)
|
|
$
|
81,387
|
|
|
$
|
(140
|
)
|
|
|
|
|
|
|
|
|
||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Gain from divestiture
|
—
|
|
|
886
|
|
|
—
|
|
|
886
|
|
||||
Loss from discontinued operations before income taxes
|
—
|
|
|
(273
|
)
|
|
—
|
|
|
(5,131
|
)
|
||||
Expense from income taxes
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Net income (loss) from discontinued operations
|
—
|
|
|
610
|
|
|
—
|
|
|
(4,248
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
83,651
|
|
|
$
|
(73
|
)
|
|
$
|
81,387
|
|
|
$
|
(4,388
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic net income per share - continuing operations
|
$
|
0.56
|
|
|
$
|
—
|
|
|
$
|
0.55
|
|
|
$
|
—
|
|
Basic net loss per share - discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.03
|
)
|
Basic net income (loss) per share
|
$
|
0.56
|
|
|
$
|
—
|
|
|
$
|
0.55
|
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income per share - continuing operations
|
$
|
0.54
|
|
|
$
|
—
|
|
|
$
|
0.54
|
|
|
$
|
—
|
|
Diluted net loss per share - discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.03
|
)
|
Diluted net income (loss) per share
|
$
|
0.54
|
|
|
$
|
—
|
|
|
$
|
0.54
|
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares:
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
149,814
|
|
|
143,519
|
|
|
148,157
|
|
|
143,055
|
|
||||
Diluted
|
153,497
|
|
|
143,519
|
|
|
151,630
|
|
|
143,055
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(Unaudited in thousands)
|
September 29,
2013 |
|
September 30,
2012 |
|
September 29,
2013 |
|
September 30,
2012 |
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
83,651
|
|
|
$
|
(73
|
)
|
|
$
|
81,387
|
|
|
$
|
(4,388
|
)
|
Other comprehensive income, net of taxes:
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments, net of tax
|
750
|
|
|
905
|
|
|
541
|
|
|
725
|
|
||||
Change in net unrealized gain (loss) on investments, net of tax
|
619
|
|
|
50
|
|
|
(111
|
)
|
|
—
|
|
||||
Actuarial loss on post-employment and post-retirement benefit plans, net of tax
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
Total other comprehensive income
|
$
|
1,368
|
|
|
$
|
955
|
|
|
$
|
427
|
|
|
$
|
725
|
|
Comprehensive income (loss)
|
$
|
85,019
|
|
|
$
|
882
|
|
|
$
|
81,814
|
|
|
$
|
(3,663
|
)
|
|
Six Months Ended
|
||||||
(Unaudited in thousands)
|
September 29,
2013 |
|
September 30,
2012 |
||||
Cash flows provided by operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
81,387
|
|
|
$
|
(4,388
|
)
|
Adjustments:
|
|
|
|
|
|
||
Depreciation
|
10,706
|
|
|
9,601
|
|
||
Amortization of intangible assets
|
8,560
|
|
|
10,467
|
|
||
Gain from divestitures
|
(82,349
|
)
|
|
(886
|
)
|
||
Stock-based compensation expense, net of amounts capitalized in inventory
|
7,478
|
|
|
6,532
|
|
||
Deferred tax benefit
|
(3
|
)
|
|
(4,297
|
)
|
||
Tax benefit from share-based payment arrangements
|
—
|
|
|
(45
|
)
|
||
Changes in assets and liabilities (net of amounts acquired):
|
|
|
|
|
|
||
Accounts receivable, net
|
(9,408
|
)
|
|
(6,563
|
)
|
||
Inventories
|
(1,893
|
)
|
|
11,846
|
|
||
Prepayments and other assets
|
4,343
|
|
|
6,976
|
|
||
Accounts payable
|
2,078
|
|
|
(782
|
)
|
||
Accrued compensation and related expenses
|
(1,565
|
)
|
|
(4,962
|
)
|
||
Deferred income on shipments to distributors
|
(973
|
)
|
|
169
|
|
||
Income taxes payable and receivable
|
(1,324
|
)
|
|
26
|
|
||
Other accrued liabilities and long-term liabilities
|
4,556
|
|
|
1,063
|
|
||
Net cash provided by operating activities
|
21,593
|
|
|
24,757
|
|
||
Cash flows used for investing activities:
|
|
|
|
|
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
(68,341
|
)
|
||
Cash in escrow related to acquisitions
|
6,000
|
|
|
(7,816
|
)
|
||
Proceeds from divestitures
|
96,099
|
|
|
5,000
|
|
||
Purchases of property, plant and equipment
|
(10,527
|
)
|
|
(17,263
|
)
|
||
Purchases of short-term investments
|
(255,191
|
)
|
|
(92,150
|
)
|
||
Proceeds from sales of short-term investments
|
84,201
|
|
|
27,162
|
|
||
Proceeds from maturities of short-term investments
|
16,074
|
|
|
84,690
|
|
||
Net cash used for investing activities
|
(63,344
|
)
|
|
(68,718
|
)
|
||
Cash flows provided by financing activities:
|
|
|
|
|
|
||
Proceeds from issuance of common stock
|
24,745
|
|
|
6,138
|
|
||
Payment of acquisition related contingent consideration
|
(4,701
|
)
|
|
—
|
|
||
Excess tax benefit from share-based payment arrangements
|
—
|
|
|
45
|
|
||
Net cash provided by financing activities
|
20,044
|
|
|
6,183
|
|
||
Effect of exchange rates on cash and cash equivalents
|
541
|
|
|
725
|
|
||
Net decrease in cash and cash equivalents
|
(21,166
|
)
|
|
(37,053
|
)
|
||
Cash and cash equivalents at beginning of period
|
130,837
|
|
|
134,924
|
|
||
Cash and cash equivalents at end of period
|
$
|
109,671
|
|
|
$
|
97,871
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands, except per share amounts)
|
September 29,
2013 |
|
September 30,
2012 |
|
September 29,
2013 |
|
September 30,
2012 |
||||||||
Numerator (basic and diluted):
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations
|
$
|
83,651
|
|
|
$
|
(683
|
)
|
|
$
|
81,387
|
|
|
$
|
(140
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding, basic
|
149,814
|
|
|
143,519
|
|
|
148,157
|
|
|
143,055
|
|
||||
Dilutive effect of employee stock options and restricted stock units
|
3,683
|
|
|
—
|
|
|
3,473
|
|
|
—
|
|
||||
Weighted average common shares outstanding, diluted
|
153,497
|
|
|
143,519
|
|
|
151,630
|
|
|
143,055
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income per share from continuing operations
|
$
|
0.56
|
|
|
$
|
—
|
|
|
$
|
0.55
|
|
|
$
|
—
|
|
Diluted net income per share from continuing operations
|
$
|
0.54
|
|
|
$
|
—
|
|
|
$
|
0.54
|
|
|
$
|
—
|
|
(in thousands)
|
Fair Value
|
||
Inventories
|
$
|
252
|
|
Property, plant and equipment, net
|
1,125
|
|
|
Funded pension assets *
|
666
|
|
|
Accrued pension liabilities*
|
(666
|
)
|
|
Other long term liabilities
|
(435
|
)
|
|
Intangible assets (other than goodwill)
|
12,500
|
|
|
Goodwill
|
13,720
|
|
|
Total purchase price
|
$
|
27,162
|
|
(in thousands)
|
Fair Value
|
||
Existing technologies
|
$
|
7,500
|
|
Customer relationships
|
2,700
|
|
|
In-process research and development
|
1,900
|
|
|
Non-compete agreements
|
300
|
|
|
Backlog
|
100
|
|
|
Total
|
$
|
12,500
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
(Unaudited in thousands, except per share data)
|
September 30, 2012
|
|
September 30, 2012
|
||||
Revenues
|
$
|
133,449
|
|
|
$
|
263,963
|
|
Net income (loss)
|
$
|
346
|
|
|
$
|
(4,361
|
)
|
Basic net income (loss) per share - continuing operations
|
$
|
—
|
|
|
$
|
(0.03
|
)
|
Diluted net income (loss) per share - continuing operations
|
$
|
—
|
|
|
$
|
(0.03
|
)
|
(in thousands)
|
Fair Value
|
||
Cash
|
$
|
1,080
|
|
Accounts receivable
|
4,053
|
|
|
Inventories
|
2,600
|
|
|
Prepaid expenses and other current assets
|
363
|
|
|
Property, plant and equipment, net
|
656
|
|
|
Other long-term assets
|
1,190
|
|
|
Accounts payable and accrued expenses
|
(3,765
|
)
|
|
Other long-term liabilities
|
(1,516
|
)
|
|
Long-term deferred tax liability
|
(4,345
|
)
|
|
Intangible assets (other than goodwill)
|
12,300
|
|
|
Goodwill
|
16,305
|
|
|
Total purchase price
|
$
|
28,921
|
|
(in thousands)
|
Fair Value
|
||
Existing technologies
|
$
|
7,900
|
|
Customer relationships
|
2,000
|
|
|
Trade names and trademarks
|
1,500
|
|
|
In-process research and development
|
900
|
|
|
Total
|
$
|
12,300
|
|
(in thousands)
|
Fair Value
|
||
Cash
|
$
|
147
|
|
Accounts receivable
|
211
|
|
|
Prepaid expenses
|
124
|
|
|
Property, plant and equipment, net
|
15
|
|
|
Accounts payable and other current liabilities
|
(707
|
)
|
|
Backlog
|
1,500
|
|
|
Non-competition agreements
|
2,300
|
|
|
Goodwill
|
19,712
|
|
|
Total purchase price
|
$
|
23,302
|
|
|
Amount
|
||
Cash proceeds from sale
|
$
|
5,000
|
|
Less book value of assets sold and direct costs related to the sale:
|
|
|
|
Fixed assets
|
(1,963
|
)
|
|
Goodwill
|
(700
|
)
|
|
Inventories
|
(1,288
|
)
|
|
Transaction and other costs
|
(163
|
)
|
|
Gain on divestiture
|
$
|
886
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
September 30, 2012
|
|
September 30, 2012
|
||||
Revenues
|
$
|
1,451
|
|
|
$
|
2,429
|
|
Cost of revenues
|
1,112
|
|
|
3,006
|
|
||
Operating expenses
|
612
|
|
|
4,554
|
|
||
Gain on divestiture
|
886
|
|
|
886
|
|
||
Provision for income taxes
|
3
|
|
|
3
|
|
||
Net income (loss) from discontinued operations
|
$
|
610
|
|
|
$
|
(4,248
|
)
|
|
Amount
|
||
Cash proceeds from sale
|
$
|
96,099
|
|
Less book value of assets sold and direct costs related to the sale:
|
|
||
Fixed assets
|
(1,312
|
)
|
|
Inventories
|
(876
|
)
|
|
Goodwill allocation
|
(7,323
|
)
|
|
Transaction and other costs
|
(4,239
|
)
|
|
Gain on divestiture
|
$
|
82,349
|
|
|
Fair Value at Reporting Date Using:
|
||||||||||||||
(in thousands)
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Cash Equivalents and Short-Term investments:
|
|
|
|
|
|
|
|
||||||||
US government treasuries and agencies securities
|
$
|
125,880
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125,880
|
|
Money market funds
|
64,074
|
|
|
—
|
|
|
—
|
|
|
64,074
|
|
||||
Asset-backed securities
|
—
|
|
|
12,792
|
|
|
—
|
|
|
12,792
|
|
||||
Corporate bonds
|
—
|
|
|
169,302
|
|
|
—
|
|
|
169,302
|
|
||||
International government bonds
|
—
|
|
|
4,018
|
|
|
—
|
|
|
4,018
|
|
||||
Bank deposits
|
—
|
|
|
14,122
|
|
|
—
|
|
|
14,122
|
|
||||
Municipal bonds
|
—
|
|
|
7,206
|
|
|
—
|
|
|
7,206
|
|
||||
Total assets measured at fair value
|
$
|
189,954
|
|
|
$
|
207,440
|
|
|
$
|
—
|
|
|
$
|
397,394
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Fair value of contingent consideration
|
—
|
|
|
—
|
|
|
2,037
|
|
|
2,037
|
|
||||
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,037
|
|
|
$
|
2,037
|
|
|
Fair Value at Reporting Date Using
|
||||||||||||||
(in thousands)
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Cash Equivalents and Short-Term investments:
|
|
|
|
|
|
|
|
||||||||
US government treasuries and agencies securities
|
$
|
87,379
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87,379
|
|
Money market funds
|
79,083
|
|
|
—
|
|
|
—
|
|
|
79,083
|
|
||||
Asset-backed securities
|
—
|
|
|
9,855
|
|
|
—
|
|
|
9,855
|
|
||||
Corporate bonds
|
—
|
|
|
58,716
|
|
|
—
|
|
|
58,716
|
|
||||
International government bonds
|
—
|
|
|
3,066
|
|
|
—
|
|
|
3,066
|
|
||||
Bank deposits
|
—
|
|
|
16,583
|
|
|
—
|
|
|
16,583
|
|
||||
Municipal bonds
|
—
|
|
|
2,094
|
|
|
—
|
|
|
2,094
|
|
||||
Total assets measured at fair value
|
$
|
166,462
|
|
|
$
|
90,314
|
|
|
$
|
—
|
|
|
$
|
256,776
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Fair value of contingent consideration
|
—
|
|
|
—
|
|
|
6,695
|
|
|
6,695
|
|
||||
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,695
|
|
|
$
|
6,695
|
|
(
in thousands
)
|
Estimated Fair Value
|
||
Balance as of March 31, 2013
|
$
|
6,695
|
|
Payments, net of fair value adjustments
|
(4,658
|
)
|
|
Balance as of September 29, 2013
|
$
|
2,037
|
|
(in thousands)
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
U.S. government treasuries and agencies securities
|
$
|
125,848
|
|
|
$
|
59
|
|
|
$
|
(24
|
)
|
|
$
|
125,883
|
|
Money market funds
|
64,009
|
|
|
—
|
|
|
—
|
|
|
64,009
|
|
||||
Asset-backed securities
|
12,804
|
|
|
3
|
|
|
(15
|
)
|
|
12,792
|
|
||||
Corporate bonds
|
169,417
|
|
|
148
|
|
|
(202
|
)
|
|
169,363
|
|
||||
International government bonds
|
4,056
|
|
|
1
|
|
|
(39
|
)
|
|
4,018
|
|
||||
Bank deposits
|
14,123
|
|
|
—
|
|
|
—
|
|
|
14,123
|
|
||||
Municipal bonds
|
7,243
|
|
|
10
|
|
|
(47
|
)
|
|
7,206
|
|
||||
Total available-for-sale investments
|
397,500
|
|
|
221
|
|
|
(327
|
)
|
|
397,394
|
|
||||
Less amounts classified as cash equivalents
|
(77,157
|
)
|
|
—
|
|
|
—
|
|
|
(77,157
|
)
|
||||
Short-term investments
|
$
|
320,343
|
|
|
$
|
221
|
|
|
$
|
(327
|
)
|
|
$
|
320,237
|
|
(in thousands)
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
U.S. government treasuries and agencies securities
|
$
|
87,356
|
|
|
$
|
24
|
|
|
$
|
(1
|
)
|
|
$
|
87,379
|
|
Money market funds
|
79,083
|
|
|
—
|
|
|
—
|
|
|
79,083
|
|
||||
Asset-backed securities
|
9,860
|
|
|
2
|
|
|
(7
|
)
|
|
9,855
|
|
||||
Corporate bonds
|
58,733
|
|
|
33
|
|
|
(50
|
)
|
|
58,716
|
|
||||
International government bonds
|
3,069
|
|
|
1
|
|
|
(4
|
)
|
|
3,066
|
|
||||
Bank deposits
|
16,583
|
|
|
—
|
|
|
—
|
|
|
16,583
|
|
||||
Municipal bonds
|
2,089
|
|
|
5
|
|
|
—
|
|
|
2,094
|
|
||||
Total available-for-sale investments
|
256,773
|
|
|
65
|
|
|
(62
|
)
|
|
256,776
|
|
||||
Less amounts classified as cash equivalents
|
(90,443
|
)
|
|
—
|
|
|
—
|
|
|
(90,443
|
)
|
||||
Short-term investments
|
$
|
166,330
|
|
|
$
|
65
|
|
|
$
|
(62
|
)
|
|
$
|
166,333
|
|
(
in thousands
)
|
Amortized
Cost
|
|
Estimated Fair
Value
|
||||
Due in 1 year or less
|
$
|
138,851
|
|
|
$
|
138,858
|
|
Due in 1-2 years
|
147,127
|
|
|
147,151
|
|
||
Due in 2-5 years
|
111,522
|
|
|
111,385
|
|
||
Total investments in available-for-sale securities
|
$
|
397,500
|
|
|
$
|
397,394
|
|
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
(in thousands)
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
||||||||||||
Corporate bonds
|
$
|
91,156
|
|
|
$
|
(201
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91,156
|
|
|
$
|
(201
|
)
|
Asset-backed securities
|
7,757
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
7,757
|
|
|
(15
|
)
|
||||||
U.S. government treasuries and agencies securities
|
28,878
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
28,878
|
|
|
(25
|
)
|
||||||
Municipal bonds
|
4,026
|
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
4,026
|
|
|
(47
|
)
|
||||||
International government bonds
|
1,985
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
1,985
|
|
|
(39
|
)
|
||||||
Total
|
$
|
133,802
|
|
|
$
|
(327
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133,802
|
|
|
$
|
(327
|
)
|
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
(in thousands)
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
||||||||||||
Corporate bonds
|
$
|
32,009
|
|
|
$
|
(50
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,009
|
|
|
$
|
(50
|
)
|
Asset-backed securities
|
6,473
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
6,473
|
|
|
(7
|
)
|
||||||
U.S. government treasuries and agencies securities
|
3,324
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
3,324
|
|
|
(1
|
)
|
||||||
International government bonds
|
1,007
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
1,007
|
|
|
(4
|
)
|
||||||
Total
|
$
|
42,813
|
|
|
$
|
(62
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42,813
|
|
|
$
|
(62
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
September 29,
2013 |
|
September 30,
2012 |
|
September 29,
2013 |
|
September 30,
2012 |
||||||||
Cost of revenue
|
$
|
392
|
|
|
$
|
252
|
|
|
$
|
725
|
|
|
$
|
555
|
|
Research and development
|
550
|
|
|
1,295
|
|
|
3,022
|
|
|
2,838
|
|
||||
Selling, general and administrative
|
1,550
|
|
|
1,336
|
|
|
3,731
|
|
|
2,613
|
|
||||
Discontinued operations
|
—
|
|
|
367
|
|
|
—
|
|
|
526
|
|
||||
Total stock-based compensation expense
|
$
|
2,492
|
|
|
$
|
3,250
|
|
|
$
|
7,478
|
|
|
$
|
6,532
|
|
|
Six Months Ended September 29, 2013
|
|||||
(shares in thousands)
|
Shares
|
|
Price
|
|||
Beginning stock options outstanding
|
12,817
|
|
|
$
|
7.12
|
|
Granted
|
1,596
|
|
|
7.98
|
|
|
Exercised (1)
|
(3,416
|
)
|
|
5.83
|
|
|
Canceled
|
(2,443
|
)
|
|
8.85
|
|
|
Ending stock options outstanding
|
8,554
|
|
|
$
|
7.30
|
|
Ending stock options exercisable
|
5,219
|
|
|
$
|
7.52
|
|
(1)
|
Upon exercise, the Company issues new shares of common stock.
|
|
Six Months Ended September 29, 2013
|
|||||
(shares in thousands)
|
Shares
|
|
Weighted-average grant date fair value per share
|
|||
Beginning RSUs outstanding
|
2,591
|
|
|
$
|
6.26
|
|
Granted
|
1,803
|
|
|
7.71
|
|
|
Released
|
(813
|
)
|
|
6.17
|
|
|
Forfeited
|
(369
|
)
|
|
6.84
|
|
|
Ending RSUs outstanding
|
3,212
|
|
|
$
|
7.03
|
|
|
Six Months Ended September 29, 2013
|
|||||
(shares in thousands)
|
Shares
|
|
Weighted-average grant date fair value per share
|
|||
Beginning PSUs outstanding
|
744
|
|
|
$
|
7.50
|
|
Granted
|
481
|
|
|
8.42
|
|
|
Forfeited
|
(275
|
)
|
|
8.16
|
|
|
Ending PSUs outstanding
|
950
|
|
|
$
|
7.77
|
|
(in thousands)
|
September 29,
2013 |
|
March 31,
2013 |
|
||||
Inventories, net
|
|
|
|
|
||||
Raw materials
|
$
|
6,363
|
|
|
$
|
7,008
|
|
|
Work-in-process
|
26,866
|
|
|
24,123
|
|
|
||
Finished goods
|
24,446
|
|
|
25,424
|
|
|
||
Total inventories, net
|
$
|
57,675
|
|
|
$
|
56,555
|
|
|
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
|
|
|
|
|
||
Land
|
$
|
11,813
|
|
|
$
|
11,832
|
|
|
Machinery and equipment
|
294,027
|
|
|
296,174
|
|
(1)
|
||
Building and leasehold improvements
|
48,571
|
|
|
48,991
|
|
|
||
Total property, plant and equipment, gross
|
354,411
|
|
|
356,997
|
|
|
||
Less: accumulated depreciation
|
(280,941
|
)
|
|
(282,009
|
)
|
|
||
Total property, plant and equipment, net
|
$
|
73,470
|
|
|
$
|
74,988
|
|
|
Other accrued liabilities
|
|
|
|
|
||||
Short-term portion of supplier obligations (2)
|
$
|
1,225
|
|
|
$
|
407
|
|
|
Other (3)
|
13,718
|
|
|
14,245
|
|
|
||
Total other accrued liabilities
|
$
|
14,943
|
|
|
$
|
14,652
|
|
|
Other long-term obligations
|
|
|
|
|
||||
Deferred compensation related liabilities
|
$
|
14,342
|
|
|
$
|
14,615
|
|
|
Other
|
6,069
|
|
|
7,407
|
|
|
||
Total other long-term liabilities
|
$
|
20,411
|
|
|
$
|
22,022
|
|
|
(in thousands)
|
September 29,
2013 |
|
March 31,
2013 |
||||
Gross deferred revenue
|
$
|
16,650
|
|
|
$
|
17,581
|
|
Gross deferred costs
|
(3,084
|
)
|
|
(3,042
|
)
|
||
Deferred income on shipments to distributors
|
$
|
13,566
|
|
|
$
|
14,539
|
|
(in thousands)
|
Cumulative translation adjustments
|
|
Unrealized gain on available-for-sale investments
|
|
Pension adjustments
|
|
Total
|
||||||||
Balance as of March 31, 2013
|
$
|
1,563
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
1,486
|
|
Other comprehensive income (loss) before reclassifications
|
541
|
|
|
(75
|
)
|
|
—
|
|
|
466
|
|
||||
Amounts reclassified out of AOCI
|
—
|
|
|
(36
|
)
|
|
(3
|
)
|
|
(39
|
)
|
||||
Net current-period other comprehensive income (loss)
|
541
|
|
|
(111
|
)
|
|
(3
|
)
|
|
427
|
|
||||
Balance as of September 29, 2013
|
$
|
2,104
|
|
|
$
|
(111
|
)
|
|
$
|
(80
|
)
|
|
$
|
1,913
|
|
(in thousands)
|
Six Months Ended September 29, 2013
|
|
Location
|
||
Unrealized holding gains (losses) on available-for-sale investments
|
$
|
(36
|
)
|
|
interest and other, net
|
Amortization of pension benefits prior service credits
|
(3
|
)
|
|
operating expense
|
|
Total amounts reclassified out of accumulated other comprehensive income (loss)
|
$
|
(39
|
)
|
|
|
|
Reportable Segment
|
||||||||||
(in thousands)
|
Communications
|
|
Computing and Consumer
|
|
Total (2)
|
||||||
Balance as of March 31, 2013
|
$
|
124,205
|
|
|
$
|
20,719
|
|
|
$
|
144,924
|
|
Dispositions (1)
|
—
|
|
|
(7,323
|
)
|
|
(7,323
|
)
|
|||
Balance as of September 29, 2013
|
$
|
124,205
|
|
|
$
|
13,396
|
|
|
$
|
137,601
|
|
|
September 29, 2013
|
||||||||||
(in thousands)
|
Gross Assets
|
|
Accumulated
Amortization
|
|
Net Assets
|
||||||
Purchased intangible assets:
|
|
|
|
|
|
||||||
Existing technology
|
$
|
241,197
|
|
|
$
|
(208,940
|
)
|
|
$
|
32,257
|
|
Trademarks
|
4,411
|
|
|
(2,476
|
)
|
|
1,935
|
|
|||
Customer relationships
|
131,931
|
|
|
(129,876
|
)
|
|
2,055
|
|
|||
Backlog
|
1,600
|
|
|
(1,597
|
)
|
|
3
|
|
|||
Non-compete agreements
|
2,600
|
|
|
(1,241
|
)
|
|
1,359
|
|
|||
Total amortizable purchased intangible assets
|
381,739
|
|
|
(344,130
|
)
|
|
37,609
|
|
|||
IPR&D *
|
2,433
|
|
|
—
|
|
|
2,433
|
|
|||
Total purchased intangible assets
|
$
|
384,172
|
|
|
$
|
(344,130
|
)
|
|
$
|
40,042
|
|
|
March 31, 2013
|
||||||||||
(in thousands)
|
Gross Assets
|
|
Accumulated
Amortization
|
|
Net Assets
|
||||||
Purchased intangible assets:
|
|
|
|
|
|
||||||
Existing technology
|
$
|
241,197
|
|
|
$
|
(203,129
|
)
|
|
$
|
38,068
|
|
Trademarks
|
4,411
|
|
|
(2,018
|
)
|
|
2,393
|
|
|||
Customer relationships
|
131,931
|
|
|
(128,107
|
)
|
|
3,824
|
|
|||
Backlog
|
1,600
|
|
|
(1,509
|
)
|
|
91
|
|
|||
Non-compete agreements
|
2,600
|
|
|
(807
|
)
|
|
1,793
|
|
|||
Total amortizable purchased intangible assets
|
381,739
|
|
|
(335,570
|
)
|
|
46,169
|
|
|||
IPR&D *
|
2,433
|
|
|
—
|
|
|
2,433
|
|
|||
Total purchased intangible assets
|
$
|
384,172
|
|
|
$
|
(335,570
|
)
|
|
$
|
48,602
|
|
Fiscal Year
|
Amount
|
||
2014 (Remaining 6 months)
|
$
|
8,468
|
|
2015
|
13,304
|
|
|
2016
|
8,290
|
|
|
2017
|
6,591
|
|
|
2018 and thereafter
|
956
|
|
|
Total amortizable purchased intangible assets
|
37,609
|
|
|
IPR&D
|
2,433
|
|
|
Total purchased intangible assets
|
$
|
40,042
|
|
(in thousands)
|
Total
|
||
Balance as of March 31, 2013
|
$
|
1,662
|
|
Provision
|
4,911
|
|
|
Cash payments
|
(2,342
|
)
|
|
Balance as of September 29, 2013
|
$
|
4,231
|
|
•
|
Communications segment: includes clock and timing solutions, flow-control management devices including Serial RapidIO
®
switching solutions, multi-port products, telecommunications products, high-speed static random access memory, first in and first out, digital logic, high speed data converters, radio frequency, and MEMS Oscillator solutions.
|
•
|
Computing and Consumer segment: includes clock generation and distribution products, high-performance server memory interfaces, PCI Express switching solutions, power management solutions, signal integrity products, and PC audio.
|
Revenues by segment
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
September 29,
2013 |
|
September 30,
2012 |
|
September 29,
2013 |
|
September 30,
2012 |
||||||||
Communications
|
$
|
72,948
|
|
|
$
|
69,293
|
|
|
$
|
141,153
|
|
|
$
|
132,363
|
|
Computing and Consumer
|
51,701
|
|
|
64,108
|
|
|
101,478
|
|
|
131,199
|
|
||||
Total revenues
|
$
|
124,649
|
|
|
$
|
133,401
|
|
|
$
|
242,631
|
|
|
$
|
263,562
|
|
Income (loss) by segment from continuing operations
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
September 29,
2013 |
|
September 30,
2012 |
|
September 29,
2013 |
|
September 30,
2012 |
||||||||
Communications
|
$
|
22,202
|
|
|
$
|
19,559
|
|
|
$
|
38,764
|
|
|
$
|
37,045
|
|
Computing and Consumer
|
(5,398
|
)
|
|
(3,220
|
)
|
|
(13,395
|
)
|
|
(8,033
|
)
|
||||
Unallocated expenses:
|
|
|
|
|
|
|
|
||||||||
Amortization of intangible assets
|
(4,238
|
)
|
|
(5,573
|
)
|
|
(8,559
|
)
|
|
(10,464
|
)
|
||||
Inventory fair market value adjustment
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
(458
|
)
|
||||
Gain on divestitures
|
82,349
|
|
|
—
|
|
|
82,349
|
|
|
—
|
|
||||
Assets impairment and recoveries
|
(4,080
|
)
|
|
59
|
|
|
(4,044
|
)
|
|
118
|
|
||||
Amortization of stock-based compensation
|
(2,492
|
)
|
|
(3,617
|
)
|
|
(7,478
|
)
|
|
(6,739
|
)
|
||||
Severance, retention and facility closure costs
|
(4,512
|
)
|
|
(2,271
|
)
|
|
(5,694
|
)
|
|
(2,999
|
)
|
||||
Acquisition-related costs and other
|
(271
|
)
|
|
(4,830
|
)
|
|
(1,002
|
)
|
|
(11,466
|
)
|
||||
Consulting expenses related to stockholder activities
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(2,614
|
)
|
||||
Deferred compensation plan expense (benefit)
|
(4
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
(181
|
)
|
||||
Proceeds from life insurance policies
|
—
|
|
|
—
|
|
|
—
|
|
|
2,313
|
|
||||
Interest income and other, net
|
137
|
|
|
(682
|
)
|
|
295
|
|
|
(681
|
)
|
||||
Income (loss) from continuing operations, before income taxes
|
$
|
83,693
|
|
|
$
|
(716
|
)
|
|
$
|
81,231
|
|
|
$
|
(4,159
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
September 29,
2013 |
|
September 30,
2012 |
|
September 29,
2013 |
|
September 30,
2012 |
||||||||
Asia Pacific
|
$
|
78,543
|
|
|
$
|
85,979
|
|
|
$
|
150,878
|
|
|
$
|
171,849
|
|
Americas (1)
|
18,946
|
|
|
20,199
|
|
|
38,021
|
|
|
40,101
|
|
||||
Japan
|
10,081
|
|
|
10,911
|
|
|
20,187
|
|
|
22,371
|
|
||||
Europe
|
17,079
|
|
|
16,312
|
|
|
33,545
|
|
|
29,241
|
|
||||
Total revenues
|
$
|
124,649
|
|
|
$
|
133,401
|
|
|
$
|
242,631
|
|
|
$
|
263,562
|
|
(1)
|
The revenues from the customers in the U.S. were
$16.7 million
and
$18.1 million
in the three months ended
September 29, 2013
and
September 30, 2012
, respectively. The revenues from the customers in the U.S. were
$33.3 million
and
$36.5 million
in the six months ended
September 29, 2013
and
September 30, 2012
, respectively.
|
(in thousands)
|
September 29,
2013 |
|
March 31,
2013 |
||||
United States
|
$
|
42,904
|
|
|
$
|
44,651
|
|
Canada
|
5,149
|
|
|
5,188
|
|
||
Malaysia
|
21,888
|
|
|
21,379
|
|
||
All other countries
|
3,529
|
|
|
3,770
|
|
||
Total property, plant and equipment, net
|
$
|
73,470
|
|
|
$
|
74,988
|
|
•
|
Focus on market leadership in timing, serial switching and memory interfaces and substantiate the foundation by adding new technologies, including analog, power management and systems expertise;
|
•
|
Investments in applications expertise, system-level knowledge and whole product solution elements that solve difficult technology challenges for our customers and enable them to reduce their overall bill-of-materials (BOM), increase system performance and lower power consumption while accelerating their time-to-market;
|
•
|
Application of our diverse skill, expertise and technology to help our customers achieve maximum benefit from evolving technology standards relevant in the market;
|
•
|
Dependability and reliability of an experienced, high-volume vendor with a long-term view;
|
•
|
Combination of our digital design silicon heritage and the latest in analog, mixed-signal capabilities to provide highly integrated Application Specific Standard Products (ASSPs); and
|
•
|
Customizable model and design services to offer user-configured, application-optimized, quick turn benefits to our customers.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands, except for percentage)
|
September 29,
2013 |
|
September 30,
2012 |
|
September 29,
2013 |
|
September 30,
2012 |
||||||||
Revenues
|
$
|
124,649
|
|
|
$
|
133,401
|
|
|
$
|
242,631
|
|
|
$
|
263,562
|
|
Gross profit
|
$
|
70,849
|
|
|
$
|
74,627
|
|
|
$
|
137,022
|
|
|
$
|
147,140
|
|
As a % of revenues
|
57
|
%
|
|
56
|
%
|
|
56
|
%
|
|
56
|
%
|
||||
Operating loss
|
$
|
588
|
|
|
$
|
(510
|
)
|
|
$
|
(1,931
|
)
|
|
$
|
(5,953
|
)
|
As a % of revenues
|
—
|
%
|
|
—
|
%
|
|
(1
|
)%
|
|
(2
|
)%
|
||||
Net income (loss) from continuing operations
|
$
|
83,651
|
|
|
$
|
(683
|
)
|
|
$
|
81,387
|
|
|
$
|
(140
|
)
|
As a % of revenues
|
67
|
%
|
|
(1
|
)%
|
|
34
|
%
|
|
—
|
%
|
Revenues by segment:
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
September 29,
2013 |
|
September 30,
2012 |
|
September 29,
2013 |
|
September 30,
2012 |
||||||||
Communications
|
$
|
72,948
|
|
|
$
|
69,293
|
|
|
$
|
141,153
|
|
|
$
|
132,363
|
|
Computing and Consumer
|
51,701
|
|
|
64,108
|
|
|
101,478
|
|
|
131,199
|
|
||||
Total revenues
|
$
|
124,649
|
|
|
$
|
133,401
|
|
|
$
|
242,631
|
|
|
$
|
263,562
|
|
Product groups representing greater than 10% of net revenues:
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
As a percentage of net revenues
|
September 29,
2013 |
|
September 30,
2012 |
|
September 29,
2013 |
|
September 30,
2012 |
||||
Communications:
|
|
|
|
|
|
|
|
||||
Communications timing products
|
24
|
%
|
|
22
|
%
|
|
25
|
%
|
|
22
|
%
|
Serial RapidIO products
|
13
|
%
|
|
8
|
%
|
|
13
|
%
|
|
7
|
%
|
All others less than 10% individually
|
22
|
%
|
|
22
|
%
|
|
20
|
%
|
|
21
|
%
|
Total communications
|
59
|
%
|
|
52
|
%
|
|
58
|
%
|
|
50
|
%
|
|
|
|
|
|
|
|
|
||||
Computing and Consumer:
|
|
|
|
|
|
|
|
||||
Consumer and computing timing products
|
18
|
%
|
|
18
|
%
|
|
18
|
%
|
|
19
|
%
|
Memory interface products
|
15
|
%
|
|
17
|
%
|
|
15
|
%
|
|
18
|
%
|
All others less than 10% individually
|
8
|
%
|
|
13
|
%
|
|
9
|
%
|
|
13
|
%
|
Total computing and consumer
|
41
|
%
|
|
48
|
%
|
|
42
|
%
|
|
50
|
%
|
|
|
|
|
|
|
|
|
||||
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
September 29,
2013 |
|
September 30,
2012 |
|
September 29,
2013 |
|
September 30,
2012 |
||||||||
Gross Profit (in thousands)
|
$
|
70,849
|
|
|
$
|
74,627
|
|
|
$
|
137,022
|
|
|
$
|
147,140
|
|
Gross Profit Percentage
|
56.8
|
%
|
|
55.9
|
%
|
|
56.5
|
%
|
|
55.8
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
September 29, 2013
|
|
September 30, 2012
|
|
September 29, 2013
|
|
September 30, 2012
|
||||||||||||||||||||
(in thousands, except for percentages)
|
Dollar Amount
|
|
% of Net
Revenues
|
|
Dollar Amount
|
|
% of Net
Revenues
|
|
Dollar Amount
|
|
% of Net
Revenues
|
|
Dollar Amount
|
|
% of Net
Revenues
|
||||||||||||
Research and development
|
$
|
42,216
|
|
|
34
|
%
|
|
$
|
42,387
|
|
|
32
|
%
|
|
$
|
83,065
|
|
|
34
|
%
|
|
$
|
83,931
|
|
|
32
|
%
|
Selling, general and administrative
|
$
|
28,045
|
|
|
22
|
%
|
|
$
|
32,750
|
|
|
25
|
%
|
|
$
|
55,888
|
|
|
23
|
%
|
|
$
|
69,162
|
|
|
26
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
September 29, 2013
|
|
September 30, 2012
|
|
September 29, 2013
|
|
September 30, 2012
|
||||||||
Interest income
|
$
|
237
|
|
|
$
|
86
|
|
|
$
|
501
|
|
|
$
|
248
|
|
Interest expense
|
(9
|
)
|
|
(396
|
)
|
|
(12
|
)
|
|
(1,176
|
)
|
||||
Other income (expense), net
|
528
|
|
|
104
|
|
|
324
|
|
|
2,722
|
|
||||
Interest income and other, net
|
$
|
756
|
|
|
$
|
(206
|
)
|
|
$
|
813
|
|
|
$
|
1,794
|
|
•
|
global economic conditions, including those related to the credit markets;
|
•
|
the cyclicality of the semiconductor industry;
|
•
|
changes in the demand for and mix of products sold and in the markets we and our customers serve;
|
•
|
the availability of industry-wide wafer processing capacity;
|
•
|
the availability of industry-wide and package specific assembly subcontract capacity and related raw materials;
|
•
|
competitive pricing pressures;
|
•
|
the success and timing of new product and process technology announcements and introductions from us or our competitors;
|
•
|
potential loss of market share among a concentrated group of customers;
|
•
|
difficulty in attracting and retaining key personnel;
|
•
|
difficulty in predicting customer product requirements;
|
•
|
production difficulties and interruptions caused by our complex manufacturing and logistics operations;
|
•
|
reduced control over our manufacturing and product delivery as a result of our increasing reliance on subcontractors, foundry and other manufacturing services;
|
•
|
unrealized potential of acquired businesses and resulting assets impairment;
|
•
|
availability and costs of raw materials from a limited number of suppliers;
|
•
|
political and economic conditions in various geographic areas;
|
•
|
timing and execution of plans and programs subject to foreign labor law requirements, including consultation with work councils;
|
•
|
reduced customer demand as a result of the impact from natural and/or man-made disasters which may adversely impact our customer's manufacturing capability or reduce our customer's ability to acquire critical materials or components to manufacture their end products;
|
•
|
costs associated with other events, such as intellectual property disputes or other litigation; and
|
•
|
legislative, tax, accounting, or regulatory changes or changes in their interpretation.
|
•
|
writing off the value of inventory of such products;
|
•
|
disposing of products that cannot be fixed;
|
•
|
recalling such products that have been shipped to customers;
|
•
|
providing product replacements for, or modifications to, such products; and
|
•
|
defending against litigation related to such products.
|
(percentage of total revenues)
|
First Six Months of Fiscal
2014
|
|
Fiscal
2013
|
|
Fiscal
2012
|
|||
APAC
|
62
|
%
|
|
64
|
%
|
|
66
|
%
|
Americas
|
16
|
%
|
|
16
|
%
|
|
15
|
%
|
Japan
|
8
|
%
|
|
8
|
%
|
|
8
|
%
|
Europe
|
14
|
%
|
|
12
|
%
|
|
11
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
political instability and acts of war or terrorism, which could disrupt our manufacturing and logistical activities;
|
•
|
regulations regarding use of local employees and suppliers;
|
•
|
exposure to foreign employment practices and labor laws;
|
•
|
currency controls and fluctuations, devaluation of foreign currencies, hard currency shortages and exchange rate fluctuations;
|
•
|
changes in local economic conditions;
|
•
|
governmental regulation of taxation of our earnings and those of our personnel; and
|
•
|
changes in tax laws, import and export controls, tariffs and freight rates.
|
•
|
terminate contracts at its convenience;
|
•
|
terminate, modify or reduce the value of existing contracts, if budgetary constraints or needs change;
|
•
|
cancel multi-year contracts and related orders, if funds become unavailable;
|
•
|
adjust contract costs and fees on the basis of audits performed by U.S. government agencies;
|
•
|
control and potentially prohibit the export of our products;
|
•
|
require that we continue to supply products despite the expiration of a contract under certain circumstances;
|
•
|
require that we fill certain types of rated orders for the U.S. government prior to filling any orders for other customers; and
|
•
|
suspend us from receiving new contracts pending resolution of any alleged violations of procurement laws or regulations.
|
•
|
the need to bid on programs prior to completing the necessary design, which may result in unforeseen technological difficulties, delays and/or cost overruns;
|
•
|
the difficulty in forecasting long-term costs and schedules and the potential obsolescence of products related to long-term fixed price contracts; and
|
•
|
the need to transfer and obtain security clearances and export licenses, as appropriate.
|
Exhibit Number
|
|
Exhibit Description
|
|
3.1
|
|
Restated Certificate of Incorporation, as amended to date. Incorporated by reference to Exhibit 3.1 to Form 10-K filed on May 21, 2012.
|
|
3.2
|
|
Certificate of Designations specifying the terms of the Series A Junior Participating Preferred Stock of Integrated Device Technology, Inc., as filed with the Secretary of State of the State of Delaware. Incorporated by reference to Exhibit 3.6 to Form 8-A filed on December 23, 1998.
|
|
3.3
|
|
Amended and Restated Bylaws of the Company, as amended and restated.
|
|
10.1*
|
|
Separation Agreement, dated August 26, 2013, by and between Theodore L. Tewksbury, III, and Integrated Device Technology, Inc. Incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 27, 2013.
|
|
10.2*
|
|
Offer Letter between the Company and Jeffrey S. McCreary, entered into on September 12, 2013.
|
|
31.1
|
|
Certification of Chief Executive Officer as required by Rule 13a-14(a) and 15(d)-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
31.2
|
|
Certification of Chief Financial Officer as required by Rule 13a-14(a) and 15(d)-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
32.1**
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2**
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
|
XBRL Instance Document.
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
INTEGRATED DEVICE TECHNOLOGY, INC.
Registrant
|
|
|
By:
|
/s/ JEFFREY S. MCCREARY
|
November 6, 2013
|
|
Jeffrey S. McCreary
Interim President and Chief Executive Officer
|
|
|
|
|
|
/s/ BRIAN C. WHITE
|
November 6, 2013
|
|
Brian C. White
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Section 9.8
|
Forum for Adjudication of Disputes
24
|
Salary:
|
Equivalent to
$600,000
annually;
$23,077
payable biweekly
|
Status:
|
Full-time / Exempt
|
Stock Options:
|
You will be recommended for a stock option grant to purchase
300,000
shares of IDT common stock, which will vest on a monthly basis over a four year period, assuming your continued service as an employee to IDT. The granting of your stock options will occur on or about the 15
th
day of the month following the completion of the month in which you begin employment with IDT, subject to approval by our Board of Directors. Your stock options will have a per share exercise price equal to the closing price of IDT common stock on the last trading day prior to the date of grant.
|
Other Equity:
|
You will be eligible for an additional equity award as follows:
|
Bonus:
|
You will participate in IDT’s Annual Incentive Plan (AIP) pursuant to the terms of the current Plan. Your participation will be at an annual target of
115%
of your base earnings.
|
Benefits:
|
You will be eligible for IDT’s full range of employee benefits including medical, dental, vision, life insurance, disability insurance, and 401(k). You will also earn three weeks of vacation per year. A summary of our benefit program is enclosed.
|
Temporary Housing:
|
IDT will cover $8,000 for temporary housing per month for the duration of your position as Interim Chief Executive Officer.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Integrated Device Technology, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
By:
|
/s/ JEFFREY S. MCCREARY
|
Date:
|
November 6, 2013
|
|
Jeffrey S. McCreary
Interim President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Integrated Device Technology, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
By:
|
/s/ BRIAN C. WHITE
|
Date:
|
November 6, 2013
|
|
Brian C. White
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
By:
|
/s/ JEFFREY S. MCCREARY
|
Date:
|
November 6, 2013
|
|
Jeffrey S. McCreary
Interim President and Chief Executive Officer
|
|
|
By:
|
/s/ BRIAN C. WHITE
|
Date:
|
November 6, 2013
|
|
Brian C. White
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|