IDTI Integrated Device Technology, Inc.

Integrated Device Technology, Inc. (IDT® or the Company) (NASDAQ: IDTI), the Analog and Digital Company™ delivering essential mixed-signal semiconductor solutions, today announced results for the fiscal first quarter ended June 30, 2013.

“We were pleased to deliver Q1 results that were ahead of our prior projections,” said Dr. Ted Tewksbury, president and CEO of IDT. “Revenue from RapidIO solutions serving our 4G/LTE base station customers hit record levels and sales from our core timing and memory interface product lines improved significantly from the prior quarter. We also expanded operating margins through continued improvements in gross margin and persistent focus on cost controls.”

“We’re off to a strong start for fiscal 2014 with improving fundamentals and leadership positions in timing, wireless power and interfaces. With major product declines behind us, new products designed in and revenue ramping, our attention is focused on continued operating margin expansion. We remain committed to delivering 60 percent non-GAAP gross margins and 20 percent non-GAAP operating margins through growth in our core and new product businesses combined with judicious cost reductions.”

Recent Highlights

IDT recently announced:

• The divestiture of its PCI Express enterprise flash controller business to PMC-Sierra for approximately $96 million in cash.
• The industry’s first low-power quad 16-bit DACs with high-speed JESD204B interface enabling wide bandwidth support and simplified board routing in 4G multi-carrier broadband wireless applications.
• A low-noise timing chipset for wireless base station radio cards, offering engineers the tools needed to solve phase noise-related challenges and build cutting-edge wireless systems.
• The World’s lowest jitter Synchronous Ethernet single-chip timing solution that reduces jitter by over 50 percent versus competing solutions and meets the industry’s most stringent 10G or 40G Ethernet performance requirements.
• Breakthrough timing architectures enabling the industry’s lowest phase noise VCO and fractional output divider. The new designs empower customers to solve phase noise-related challenges in high-performance communication and networking applications.
• A cross-platform power management solution system-validated by Intel, for Intel® Atom™ processors, Intel® Xeon® processors and Intel® Core™ processors. IDT’s innovative distributed power solution offers tremendous flexibility for point-of-load regulation, circuit board routing, and thermal distribution.
• The industry’s most integrated WPC 1.1 Qi-certified wireless power transmitters, offering wireless charger manufacturers the smallest application footprint and bill-of-materials (BOM) of any solution on the market today.
• Its wireless power transmitter has been selected for TYLT’s award-winning “VÜ” wireless charging base. IDT’s solution was selected for its multi-coil support, compact size, reduced bill-of-materials (BOM), functional flexibility, programmability, and superior customer support.

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 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 from continuing operations is attached to this press release.

• Revenue for the fiscal first quarter of 2014 was $118.0 million, compared with $130.2 million reported in the same period one year ago.
• GAAP net loss from continuing operations for the fiscal first quarter of 2014 was $2.3 million, or a loss of $0.02 per diluted share, versus GAAP net income from continuing operations of $0.5 million or breakeven per diluted share in the same period one year ago. Fiscal first quarter 2014 GAAP results include $6.2 million in acquisition and restructuring related charges, $5.0 million in stock-based compensation, and $0.8 million from related tax effects.
• Non-GAAP net income from continuing operations for the fiscal first quarter of 2014 was $8.2 million or $0.05 per diluted share, compared with non-GAAP net income from continuing operations of $11.0 million or $0.08 per diluted share reported in the same period one year ago.
• GAAP gross profit for the fiscal first quarter of 2014 was $66.2 million, or 56.1 percent, compared with GAAP gross profit of $72.5 million, or 55.7 percent, reported in the same period one year ago. Non-GAAP gross profit for the fiscal first quarter of 2014 was $69.3 million, or 58.8 percent, compared with non-GAAP gross profit of $77.0 million, or 59.2 percent, reported in the same period one year ago.
• GAAP R&D expense for the fiscal first quarter of 2014 was $40.8 million, compared with GAAP R&D expense of $41.5 million reported in the same period one year ago. Non-GAAP R&D expense for the fiscal first quarter of 2014 was $37.3 million, compared with non-GAAP R&D of $39.7 million in the same period one year ago.
• GAAP SG&A expense for the fiscal first quarter of 2014 was $27.8 million, compared with GAAP SG&A expense of $36.4 million in the same period one year ago. Non-GAAP SG&A expense for the fiscal first quarter of 2014 was $23.4 million, compared with non-GAAP SG&A expense of $24.6 million in the same period one year ago.

Webcast and Conference Call Information

Investors can listen to a live or replay webcast of the Company’s quarterly financial conference call at http://ir.idt.com/. The live webcast will begin at 1:30 p.m. Pacific time on July 25, 2013. The webcast replay will be available after 5 p.m. Pacific time on July 25, 2013.

Investors can also listen to the live call at 1:30 p.m. Pacific time on July 25, 2013 by calling (800) 288-8975 or (612) 332-0932. The conference call replay will be available after 5 p.m. Pacific time on July 25, 2013 through 11:59 p.m. Pacific time on August 1, 2013 at (800) 475-6701 or (320) 365-3844. The access code is 298311.

About IDT

Integrated Device Technology, Inc., the Analog and Digital Company™, develops system-level solutions that optimize its customers’ applications. IDT uses its market leadership in timing, serial switching and interfaces, and adds analog and system expertise to provide complete application-optimized, mixed-signal solutions for the communications, computing and consumer segments. Headquartered in San Jose, Calif., IDT has design, manufacturing, sales facilities and distribution partners throughout the world, with direct purchase services through IDT Direct™. 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, 2012. 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:

• Gross profit;
• Research and development expenses;
• Selling, general and administrative expenses;
• Interest income and other;
• Provision (benefit) for income taxes, continuing operations
• Operating income (loss);
• Net income (loss) from continuing operations;
• Diluted net income (loss) per share, continuing operations; and
• Weighted average shares outstanding - diluted

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 (gain), share-based compensation expense, results from discontinued operations, stockholder expenses 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:

• 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.
• Other acquisition related costs which consists of an accrued deferred closing date fee associated with the acquisition of NXP’s high-speed data converter assets.
• Fair market value adjustment to acquired inventory sold.

Restructuring related. Restructuring charges primarily relate to changes in IDT’s infrastructure in efforts to reduce costs and expenses (gains) associated with strategic divestitures of business units. 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 from continuing operations. Restructuring-related charges (gains) primarily include:

• Severance and retention 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 consists of an impairment charge related to a note receivable and subsequent recoveries.

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:

• Asset impairments, consists of the accelerated depreciation of certain design tools no longer in use and the release of capitalized financing fees associated with a financing facility which expired unused.
• Other-than-temporary impairment loss on investments consists of fair value write-downs of certain private equity investments.
• Stock based compensation expense.
• Expenses related to stockholder activities reflect advisory fees related to inquiries of Starboard Value LP.
• Compensation expense (benefit) – deferred compensation, consists of gains and losses on marketable equity securities related to our deferred compensation arrangements.
• 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.
• Life insurance proceeds received, represents proceeds received under corporate owned life insurance under our deferred compensation plan.
• Tax effects of non-GAAP adjustments.
• 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.

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.

        INTEGRATED DEVICE TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended June 30, March 31, July 1,   2013     2013     2012   Revenues $ 117,982 $ 108,527 $ 130,161 Cost of revenues   51,809     49,014     57,648   Gross profit 66,173 59,513 72,513 Operating expenses: Research and development 40,849 45,732 41,544 Selling, general and administrative   27,843     29,133     36,412   Total operating expenses   68,692     74,865     77,956     Operating loss   (2,519 )   (15,352 )   (5,443 )   Gain from divestiture - 7,986 - Other-than-temporary impairment loss on investments - (1,708 ) - Other income (expense), net   57     258     2,000   Loss from continuing operations before income taxes (2,462 ) (8,816 ) (3,443 ) Provision (benefit) for income taxes   (198 )   1,811     (3,986 )   Net income (loss) from continuing operations (2,264 ) (10,627 ) 543   Discontinued operations: Loss from discontinued operations - - (4,858 ) Provision (benefit) for income taxes   -     -     -   Net income (loss) from discontinued operations - - (4,858 )   Net Loss $ (2,264 ) $ (10,627 ) $ (4,315 )   Basic net loss per share continuing operations $ (0.02 ) $ (0.07 ) $ - Basic net loss per share discontinued operations   -     -     (0.03 ) Basic net loss per share $ (0.02 ) $ (0.07 ) $ (0.03 )   Diluted net loss per share continuing operations $ (0.02 ) $ (0.07 ) $ - Diluted net loss per share discontinued operations   -     -     (0.03 ) Diluted net loss per share $ (0.02 ) $ (0.07 ) $ (0.03 )   Weighted average shares: Basic   147,056     145,626     142,595   Diluted   147,056     145,626     143,984     INTEGRATED DEVICE TECHNOLOGY, INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (a) (Unaudited) (In thousands, except per share data) Three Months Ended June 30, March 31, July 1,   2013     2013     2012     GAAP net income (loss) from continuing operations $ (2,264 ) $ (10,627 ) $ 543   GAAP diluted net loss per share continuing operations $ (0.02 ) $ (0.07 ) $ -   Acquisition related: Amortization of acquisition related intangibles 4,321 5,409 4,891 Acquisition related legal and consulting fees 730 1,129 4,836 Other acquisition related costs - - 1,800 Fair market value adjustment to acquired inventory sold - - 358 Restructuring related: Severance and retention costs 1,174 1,662 715 Facility closure costs 8 2 13 Gain on divestiture - (7,986 ) - Assets impairment (36 ) (37 ) (59 ) Other: Other-than-temporary impairment loss on investments - 1,708 - Stock-based compensation expense 4,986 3,966 3,122 Assets impairment - 5,724 - Expenses related to stockholder activities - (1,000 ) 2,576 Compensation expense (benefit)—deferred compensation plan (100 ) 704 (136 ) Loss (gain) on deferred compensation plan securities 101 (696 ) 314 Life insurance proceeds received - - (2,313 ) Tax effects of Non-GAAP adjustments   (761 )   1,544     (5,677 ) Non-GAAP net income from continuing operations $ 8,159 $ 1,502 $ 10,983 GAAP weighted average shares - diluted 147,056 145,626 143,984 Non-GAAP adjustment   5,884     5,026     1,716   Non-GAAP weighted average shares - diluted   152,940     150,652     145,700   Non-GAAP diluted net income per share continuing operations $ 0.05   $ 0.01   $ 0.08     GAAP gross profit   66,173     59,513     72,513   Acquisition and divestiture related: Amortization of acquisition related intangibles 2,905 3,210 3,622 Fair market value adjustment to acquired inventory sold - - 358 Restructuring related: Severance and retention costs 1 - 301 Facility closure costs 2 (9 ) 6 Assets impairment (36 ) (37 ) (59 ) Other: Compensation expense (benefit)—deferred compensation plan (31 ) 217 (34 ) Stock-based compensation expense   333     263     303   Non-GAAP gross profit   69,347     63,157     77,010     GAAP R&D expenses:   40,849     45,732     41,544   Restructuring related: Severance and retention costs (1,092 ) (1,560 ) (340 ) Facility closure costs (2 ) (6 ) (4 ) Other: Assets impairment - (3,203 ) - Compensation expense (benefit)—deferred compensation plan 52 (365 ) 82 Stock-based compensation expense   (2,472 )   (2,146 )   (1,542 ) Non-GAAP R&D expenses   37,335     38,452     39,740     GAAP SG&A expenses:   27,843     29,133     36,412   Acquisition and divestiture related: Amortization of acquisition related intangibles (1,416 ) (2,199 ) (1,269 ) Acquisition related legal and consulting fees (730 ) (1,129 ) (4,836 ) Other acquisition related costs - - (1,800 ) Restructuring related: Severance and retention costs (81 ) (102 ) (74 ) Facility closure costs (4 ) (5 ) (3 ) Other: Assets impairment - (2,521 ) - Compensation expense (benefit)—deferred compensation plan 17 (122 ) 20 Stock-based compensation expense (2,181 ) (1,557 ) (1,277 ) Expenses related to stockholder activities   -     1,000     (2,576 ) Non-GAAP SG&A expenses   23,448     22,498     24,597     GAAP interest income and other, net 57 258 2,000 Loss (gain) on deferred compensation plan securities 101 (696 ) 314 Life insurance proceeds received   -     -     (2,313 ) Non-GAAP interest income and other, net   158     (438 )   1     GAAP provision (benefit) for income taxes continuing operations (198 ) 1,811 (3,986 )

Tax effects of Non-GAAP adjustments

  761     (1,544 )   5,677   Non-GAAP provision (benefit) for income taxes continuing operations   563     267     1,691     (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)   June 30, March 31, (In thousands)   2013   2013   ASSETS Current assets: Cash and cash equivalents $ 113,995 $ 130,837 Short-term investments 196,242 166,333 Accounts receivable, net 65,647 62,083 Inventories 56,827 56,555 Prepaid and other current assets   22,650   24,697 Total current assets 455,361 440,505   Property, plant and equipment, net 76,163 74,988 Goodwill 144,924 144,924 Acquisition-related intangibles 44,281 48,602 Other assets   18,611   19,560 TOTAL ASSETS $ 739,340 $ 728,579   LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 27,843 $ 23,244 Accrued compensation and related expenses 22,589 21,090 Deferred income on shipments to distributors 13,962 14,539 Deferred taxes liabilities 1,005 1,000 Other accrued liabilities   11,813   14,652 Total current liabilities 77,212 74,525   Deferred tax liabilities 1,552 1,552 Long term income taxes payable 284 454 Other long term obligations   20,673   22,022 Total liabilities 99,721 98,553   Stockholders' equity   639,619   630,026   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 739,340 $ 728,579