IDTI-06.30.2013-10Q
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 10-Q
______________________________
(Mark One)
/x/
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013 OR
/ /
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                            to                             .
Commission File No. 0-12695
INTEGRATED DEVICE TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
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)
Registrant's Telephone Number, Including Area Code: (408) 284-8200

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý No o 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-Tof this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý No ¨ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 
¨  Large accelerated filer                            ý   Accelerated filer                            ¨  Non-accelerated filer               ¨ Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No ý 
The number of outstanding shares of the registrant's Common Stock, $.001 par value, as of August 5, 2013 was approximately 149,875,983.



Table of Contents

INTEGRATED DEVICE TECHNOLOGY, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS

PART I-FINANCIAL INFORMATION
 
Financial Statements (Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
PART II-OTHER INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
INTEGRATED DEVICE TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 
(Unaudited in thousands)
June 30, 2013
 
March 31, 2013
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
113,995

 
$
130,837

Short-term investments
196,242

 
166,333

Accounts receivable, net of allowances of $2,528 and $2,787
65,647

 
62,083

Inventories
56,827

 
56,555

Income tax receivable
200

 
192

Prepayments and other current assets
22,450

 
24,505

Total current assets
455,361

 
440,505

Property, plant and equipment, net
76,163

 
74,988

Goodwill
144,924

 
144,924

Other intangible assets, net
44,281

 
48,602

Deferred non-current tax assets
671

 
671

Other assets
17,940

 
18,889

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 tax 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 tax payable
284

 
454

Other long-term liabilities
20,673

 
22,022

Total liabilities
99,721

 
98,553

Commitments and contingencies (Note 14)


 


Stockholders' equity:
 

 
 

Preferred stock: $.001 par value: 10,000 shares authorized; no shares issued

 

Common stock: $.001 par value: 350,000 shares authorized; 148,257 and 146,253 shares outstanding at June 30, 2013 and March 31, 2013, respectively
148

 
146

Additional paid-in capital
2,420,794

 
2,407,998

Treasury stock at cost: 90,426 shares at June 30, 2013 and March 31, 2013, respectively
(977,296
)
 
(977,296
)
Accumulated deficit
(804,572
)
 
(802,308
)
Accumulated other comprehensive income
545

 
1,486

Total stockholders' equity
639,619

 
630,026

Total liabilities and stockholders' equity
$
739,340

 
$
728,579


The accompanying notes are an integral part of these condensed consolidated financial statements.

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INTEGRATED DEVICE TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
Three Months Ended
 
(Unaudited in thousands, except per share data)
June 30, 2013
 
July 1, 2012
Revenues
$
117,982

 
$
130,161

Cost of revenues
51,809

 
57,648

Gross profit
66,173

 
72,513

Operating expenses:
 

 
 

Research and development
40,849

 
41,544

Selling, general and administrative
27,843

 
36,412

Total operating expenses
68,692

 
77,956

Operating loss
(2,519
)
 
(5,443
)
Interest income and other, net
57

 
2,000

Loss before income taxes from continuing operations
(2,462
)
 
(3,443
)
Income tax benefit
(198
)
 
(3,986
)
Net income (loss) from continuing operations
$
(2,264
)
 
$
543

 
 
 
 
Discontinued operations:
 
 
 
Loss from discontinued operations before income taxes

 
(4,858
)
Net loss from discontinued operations

 
(4,858
)
 
 
 
 
Net loss
$
(2,264
)
 
$
(4,315
)
 
 
 
 
Basic net loss per share - continuing operations
$
(0.02
)
 
$

Basic net loss per share - discontinued operations
$

 
$
(0.03
)
Basic net loss per share
$
(0.02
)
 
$
(0.03
)
 
 
 
 
Diluted net loss per share - continuing operations
$
(0.02
)
 
$

Diluted net loss per share - discontinued operations
$

 
$
(0.03
)
Diluted net loss per share
$
(0.02
)
 
$
(0.03
)
 
 
 
 
Weighted average shares:
 

 
 

Basic
147,056

 
142,595

Diluted
147,056

 
143,984


The accompanying notes are an integral part of these condensed consolidated financial statements.

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INTEGRATED DEVICE TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

 
Three Months Ended
 
(Unaudited in thousands)
June 30,
2013
 
July 1,
2012
 
 
 
 
Net loss
$
(2,264
)
 
$
(4,315
)
Other comprehensive loss, net of taxes:
 
 
 
Currency translation adjustments, net of tax
(209
)
 
(181
)
Change in net unrealized loss on investments, net of tax
(730
)
 
(49
)
Actuarial loss on post-employment and post-retirement benefit plans, net of tax
(2
)
 

Total other comprehensive loss
$
(941
)
 
$
(230
)
Comprehensive loss
$
(3,205
)
 
$
(4,545
)

The accompanying notes are an integral part of these condensed consolidated financial statements.


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INTEGRATED DEVICE TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Three Months Ended
 
(Unaudited in thousands)
June 30,
2013
 
July 1,
2012
Cash flows provided by operating activities:
 
 
 
Net loss
$
(2,264
)
 
$
(4,315
)
Adjustments:
 

 
 

Depreciation
5,471

 
4,678

Amortization of intangible assets
4,321

 
4,890

Stock-based compensation expense, net of amounts capitalized in inventory
4,986

 
3,282

Deferred tax provision
5

 
(4,268
)
Tax benefit from share-based payment arrangements

 
(45
)
Changes in assets and liabilities (net of amounts acquired):
 

 
 

Accounts receivable, net
(3,564
)
 
288

Inventories
(179
)
 
7,362

Prepayments and other assets
3,312

 
802

Accounts payable
1,930

 
(1,645
)
Accrued compensation and related expenses
1,499

 
104

Deferred income on shipments to distributors
(577
)
 
(1,923
)
Income taxes payable and receivable
(1,143
)
 
(46
)
Other accrued liabilities and long-term liabilities
109

 
1,955

Net cash provided by operating activities
13,906

 
11,119

Cash flows provided by (used for) investing activities:
 

 
 

Acquisitions, net of cash acquired

 
(40,295
)
Cash in escrow related to acquisitions

 
(4,700
)
Purchases of property, plant and equipment, net
(3,981
)
 
(9,290
)
Purchases of short-term investments
(115,695
)
 
(47,062
)
Proceeds from sales of short-term investments
75,027

 
15,828

Proceeds from maturities of short-term investments
9,721

 
45,370

Net cash used for investing activities
(34,928
)
 
(40,149
)
Cash flows provided by (used for) financing activities:
 

 
 

Proceeds from issuance of common stock
7,719

 
3,017

Payment of acquisition related contingent consideration
(3,330
)
 

Excess tax benefit from share-based payment arrangements

 
45

Net cash provided by financing activities
4,389

 
3,062

Effect of exchange rates on cash and cash equivalents 
(209
)
 
(180
)
Net decrease in cash and cash equivalents
(16,842
)
 
(26,148
)
Cash and cash equivalents at beginning of period
130,837

 
134,924

Cash and cash equivalents at end of period
$
113,995

 
$
108,776


The accompanying notes are an integral part of these condensed consolidated financial statements.

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INTEGRATED DEVICE TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Nature of Business. Integrated Device Technology, Inc. (IDT or the Company) designs, develops, manufactures and markets a broad range of integrated circuits for the advanced communications, computing and consumer industries.
Basis of Presentation. The Company's fiscal year is the 52- or 53-week period ending on the Sunday closest to March 31st. In a 52-week year, each fiscal quarter consists of thirteen weeks. In a 53-week year, the additional week is usually added to the third quarter, making such quarter consist of fourteen weeks. The first quarters of fiscal 2014 and fiscal 2013 were thirteen week periods.
Principles of Consolidation. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated.
Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Significant Accounting Policies. For a description of significant accounting policies, see Note 1, Summary of Significant Accounting Policies to the consolidated financial statements included in the Company's annual report on Form 10-K for the fiscal year ended March 31, 2013. There have been no material changes to the Company's significant accounting policies since the filing of the annual report on Form 10-K.
Recent Accounting Pronouncements.
Accounting Pronouncements Recently Adopted
In July 2012, the Financial Accounting Standards Board (FASB) issued an amendment to its guidance regarding the testing of indefinite-lived intangible assets for impairment. This amended guidance allows an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with the guidance on the impairment of intangible assets other than goodwill. This amended guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of this guidance had no impact on the Company’s financial statements.
In February 2013, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) to the guidance on Comprehensive Income, to improve the reporting of reclassifications out of accumulated other income. This guidance requires entities to provide information about the amounts reclassified out of accumulated other income by component. The authoritative guidance also requires an entity to present, either on the face of the statement where net income (loss) is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income only if the amount reclassified is required under U.S. GAAP to be reclassified to net income (loss) in its entirety in the same reporting period. For amounts not required to be reclassified under U.S. GAAP, entities are required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. The Company adopted this guidance in the first quarter of fiscal 2013 and the adoption did not have a significant impact the Company's condensed consolidated financial statements. See Note 11 for more information.
Accounting Pronouncements Not Yet Effective for Fiscal 2014
In February 2013, the FASB issued guidance for the recognition, measurement, and disclosure of certain obligations resulting from joint and several liability arrangements for which the total amount is fixed. Such obligations may include debt arrangements, legal settlements, and other contractual arrangements. The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2013 and should be applied retrospectively to all prior periods presented for those obligations within the scope which existed as of the beginning of the fiscal year of adoption. Early adoption is permitted. The Company is currently evaluating the new guidance.
In March 2013, the FASB issued guidance on the accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. The guidance is effective prospectively for fiscal years and interim periods within those fiscal years beginning after December 15, 2013. Early adoption is permitted. The Company is currently evaluating the new guidance.
In July 2013, FASB issued an ASU on Income Taxes, to improve the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance is expected to reduce diversity in practice by and is expected to better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exists. This guidance is effective for interim and annual periods beginning after December 15, 2013.

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The Company does not believe that the implementation of this authoritative guidance will have a material impact on its financial position or results of operations as it affects presentation of unrecognized tax benefits.
Note 2. Net Income (Loss) Per Share
Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common and dilutive potential common shares outstanding during the period. Potential common shares include employee stock options and restricted stock units. For purposes of computing diluted net income per share, weighted average potential common shares do not include potential common shares that are anti-dilutive under the treasury stock method.
The following table sets forth the computation of basic and diluted net income per share from continuing operations: 
 
Three Months Ended
 
(in thousands, except per share amounts)
June 30,
2013
 
July 1,
2012
Numerator (basic and diluted):
 
 
 
Net income (loss) from continuing operations
$
(2,264
)
 
$
543

 
 
 
 
Denominator:
 
 
 
Weighted average common shares outstanding, basic
147,056

 
142,595

Dilutive effect of employee stock options and restricted stock units

 
1,389

Weighted average common shares outstanding, diluted
147,056

 
143,984

 
 
 
 
Basic net income (loss) per share from continuing operations
$
(0.02
)
 
$

Diluted net income (loss) per share from continuing operations
$
(0.02
)
 
$

Potential dilutive common shares of 8.0 million and 14.0 million pertaining to employee stock options and restricted stock units were excluded from the calculation of diluted earnings per share for the three months ended June 30, 2013 and July 1, 2012, respectively, because the effect would have been anti-dilutive.
Note 3. Business Combinations
Termination of Proposed Acquisition of PLX Technology, Inc. (PLX)
On April 30, 2012, IDT and PLX had entered into an Agreement and Plan of Merger with PLX Technology, Inc. (PLX) for the acquisition of PLX by IDT (the Agreement). On December 19, 2012, the United States Federal Trade Commission (FTC) filed an administrative complaint challenging IDT’s proposed acquisition of PLX. In response to the FTC’s determination to challenge the proposed acquisition of PLX by IDT, effective December 19, 2012, IDT and PLX mutually agreed to terminate the Agreement. Also on December 19, 2012, IDT withdrew its related exchange offer (the Offer) to acquire all of the issued and outstanding shares of common stock, $0.001 par value, of PLX and instructed Computershare, the exchange agent for the Offer, to promptly return all previously tendered shares.
Acquisition of NXP B.V.'s Data Converter Business
On July 19, 2012, the Company completed an acquisition of certain assets related to technology and products developed for communications analog mixed-signal market applications from NXP B.V. The Company believes this acquisition will enhance its efforts to increase silicon content in wireless infrastructure markets. The Company believes that with this acquisition it can offer its customers a one-stop shop for wireless base stations, including radio frequency (RF) components, analog-to-digital converters (ADCs), digital-to-analog converters (DACs), Serial RapidIO® switches and bridges, high-performance timing devices, data compression IP, and power management ICs, and it will help the Company increase its dollar content in the base station by offering all the key components in the signal chain.
The Company acquired the communications analog mixed-signal assets for an aggregate cash purchase price of approximately $31.2 million, less a $4.0 million credit from NXP B.V. for certain accrued liabilities assumed by the Company from NXP B.V. resulting in a net aggregate purchase price of $27.2 million.

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The assets acquired and liabilities assumed were recognized in the following manner based on their fair values as at July 19, 2012:
(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

* See Note 15 for information regarding pension plans adopted.
A summary of the allocation of intangible assets (other than goodwill) is as follows:
(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

The purchase price in excess of the fair value of the assets and liabilities assumed was recognized as goodwill.
Identifiable Tangible Assets and Liabilities:
Assets and liabilities were reviewed and adjusted, if required, to their estimated fair value.
Inventories – The value allocated to inventories reflects the estimated fair value of the acquired inventory based on the expected sales price of the inventory, less reasonable selling margin.
Funded pension assets and liabilities – The costs of pension benefits and related liabilities for the employees that were transferred to the Company as a result of the acquisition were determined based on actuarial calculations.
Intangible Assets:
Existing technologies consist of NXP's data converter products that have reached technological feasibility and in-process research and development (IPR&D) which consists of projects that have not reached technological feasibility. The Company valued the existing technologies and IPR&D utilizing a multi-period excess earnings method (Excess Earnings Method), which uses the discounted future earnings specifically attributed to these intangible assets, that is, in excess of returns for other assets that contributed to those earnings. The Company utilized discount factors of 26% for the existing technologies and is amortizing the intangible assets over 5 years on a straight-line basis. A discount factor of 31% was utilized for IPR&D. The Company estimates that this IPR&D will be completed within 27 months of the acquisition closing date. The Company valued one year of contractual backlog also using the Excess Earnings Method and a discount rate of 19%.
Customer relationship and non-competition agreement values have been estimated utilizing a with and without method (With and Without Method), which uses projected cash flows with and without the intangible asset in place. Cash flow differentials are then discounted to present value to arrive at an estimate of fair value for the asset. The Company utilized discount factors of 29% for estimating the value of these intangible assets and is amortizing them over 3 years on a straight-line basis.
The financial results of the NXP B.V. data converter business have been included in the Company’s Condensed Consolidated Statements of Operations from July 19, 2012, the closing date of the acquisition.

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Pro Forma Financial Information (unaudited):
The following unaudited pro forma financial information presents the combined results of operations of the Company and the NXP B.V. data converter business as if the acquisition had occurred as of the beginning of fiscal 2012. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2012. The unaudited pro forma financial information presented below for the three months ended July 1, 2012 combines historical IDT and NXP B.V. data converter business results. The pro forma financial information includes the business combination effect of the amortization charges from acquired intangible assets, the amortization of fair market value inventory write-up and acquisition costs.
 
Three Months Ended
(Unaudited in thousands, except per share data)
July 1, 2012
Revenues
$
130,514

Net loss
$
(4,179
)
Basic net loss per share - continuing operations
$
(0.03
)
Diluted net loss per share - continuing operations
$
(0.03
)
Acquisition of Fox Enterprises, Inc.
On April 30, 2012, the Company completed the acquisition of Fox Enterprises, Inc. (Fox), a leading supplier of frequency control products including crystals and crystal oscillators, in an all-cash transaction for approximately $28.9 million, which included $25.7 million in cash paid at closing and $3.2 million which was recorded as a liability representing the fair value of contingent cash consideration of up to $4.0 million based upon the achievement of future financial milestones, which would be payable after 12 months from the acquisition date. During the three month period ended June 30, 2013, the Company settled the contingent consideration and paid Fox $3.3 million. The Company believes that the combination of Fox's product portfolio with the Company's CrystalFree™ oscillators makes the Company the industry's one-stop shop for frequency control products. In addition, the Company expects this acquisition will help accelerate the adoption of CrystalFree™ by enabling customers to purchase pMEMS and CMOS solid-state oscillators alongside traditional quartz-based components through the Company's established sales channels.
The Company allocated the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over those fair values was recorded as goodwill. The fair values assigned to tangible and intangible assets acquired were based on management estimates and assumptions.
The Company incurred approximately $0.2 million of acquisition-related costs in the first quarter of fiscal 2013, and these costs are included in selling, general and administrative expenses on the Condensed Consolidated Statements of Operations.
The aggregate purchase price was allocated as follows:
(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


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A summary of the allocation of intangible assets (other than goodwill) is as follows:
(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

Identifiable Tangible Assets and Liabilities
Assets and liabilities were reviewed and adjusted, if required, to their estimated fair value.
Inventories – The value allocated to inventories reflects the estimated fair value of the acquired inventory based on the expected sales price of the inventory, less reasonable selling margin.
Intangible Assets:
The Company valued the existing technologies utilizing a discounted cash flow (DCF) model, which uses forecasts of future revenues and expenses related to the intangible assets. The Company utilized a discount factor of 15% for the existing technologies and is amortizing the intangible assets over 5 years on a straight-line basis.
Customer relationship values have been estimated utilizing a DCF model, which uses forecasts of future revenues and expenses related to the intangible asset. The Company utilized discount factors of 15% - 20% for this intangible asset and is amortizing this intangible asset over 4 years on a straight-line basis.
Trade names and trademarks values have been estimated utilizing a DCF model, which uses forecasts of future revenues and expenses related to the intangible asset. The Company utilized a discount factor of 20% for this intangible asset and is amortizing this intangible asset over 3 years on a straight-line basis.
In-process research and development (IPR&D):
The Company utilized the DCF method to value the IPR&D, using a discount factor of 21% and will amortize this intangible asset once the projects are complete. The Company estimates that this IPR&D will be completed within the next 12 months.
The financial results of Fox Enterprises have been included in the Company’s Condensed Consolidated Statements of Operations from April 30, 2012, the closing date of the acquisition. Pro forma earnings information has not been presented because the effect of the acquisition is not material to the Company’s historical financial statements.
Acquisition of Alvand Technologies, Inc.
On April 16, 2012, the Company completed the acquisition of Alvand Technologies Inc., a leading analog integrated circuits company specializing in data converters, for total purchase consideration of approximately $23.3 million, of which $20.5 million was paid in cash at closing and $2.8 million was recorded as a liability representing the fair value of contingent cash consideration of up to $4.0 million based upon the achievement of future product development milestones to be completed within 36 months following the acquisition date. Payments will be made on a proportionate basis upon the completion of each milestone. As of June 30, 2013, the fair value of the contingent consideration was re-measured based on a revised product development forecast for the business. As a result, the fair value of the contingent consideration increased to $3.4 million. $0.5 million of the change in the fair value of the contingent consideration was recorded in selling, general and administrative expenses in fiscal 2013 and $0.1 million in the first quarter of fiscal 2014.
The Company allocated the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over those fair values was recorded as goodwill. The fair values assigned to tangible and intangible assets acquired were based on management estimates and assumptions.
The Company incurred approximately $0.1 million of acquisition-related costs in the first quarter of fiscal 2013, which were included in selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

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The aggregate purchase price was allocated as follows:
(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

Amortizable Intangible Assets:
Backlog consists of existing contracts. The Company valued the one-year of contractual backlog by calculating the present value of the projected cash flows that are expected to be generated by the backlog utilizing a discount factor of 15%. The Company will amortize this intangible asset over 1 year on a straight line basis.
The Company valued non-competition agreements estimating cash flows with and without non-competition agreements. The projected cash flows were discounted using a discount factor of 22%. The Company is amortizing this intangible asset over 3 years on a straight-line basis.
The financial results of Alvand Technologies have been included in the Company’s Condensed Consolidated Statements of Operations from April 16, 2012, the closing date of the acquisition. Pro forma earnings information has not been presented because the effect of the acquisition is not material to the Company’s historical financial statements.

Note 4. Discontinued Operations
On September 26, 2011, the Company completed the transfer of certain assets related to IDT’s Hollywood Quality Video (HQV) and Frame Rate Conversion (FRC) video processing product lines to Qualcomm pursuant to an Asset Purchase Agreement. The sale of these HQV and FRC video processing assets is intended to allow the Company to intensify focus on its analog-intensive mixed-signal, timing, and interface solutions. Upon the closing of the transaction, Qualcomm paid the Company $58.7 million in cash consideration, of which $6.0 million has been withheld in an escrow account for a period of two years and is included in the Company’s balance sheet as other current assets. In the second quarter of fiscal 2012, the Company recorded a gain of $45.9 million related to this divestiture. The Company’s HQV and FRC product lines represented a significant portion of the Company’s video business assets.
On August 1, 2012, the Company completed the transfer of the remaining assets of its video business to Synaptics for $5.0 million in cash pursuant to an Asset Purchase Agreement. In connection with the divestiture, 47 employees were transferred to Synaptics. In the second quarter of fiscal 2013, the Company recorded a gain of $0.9 million related to this divestiture. The following table summarizes the components of the gain (in thousands):
 
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

Prior to second quarter of fiscal 2012, the video business was part of the Company’s Computing and Consumer reportable segment. For financial statement purposes, the results of operations for the video business are presented in the Company's condensed consolidated financial statements as discontinued operations.

12

Table of Contents

The results from discontinued operations for the three months ended July 1, 2012 are as follows (in thousands):
 
Three Months Ended
 
July 1, 2012
Revenues
$
978

Cost of revenue
1,894

Operating expenses
3,942

Net loss from discontinued operations
$
(4,858
)

Note 5. Fair Value Measurement
The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2013:
 
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
$
78,034

 
$

 
$

 
$
78,034

Money market funds
67,237

 

 

 
67,237

Asset-backed securities

 
11,294

 

 
11,294

Corporate bonds

 
93,238

 

 
93,238

International government bonds

 
4,034

 

 
4,034

Bank deposits

 
14,512

 

 
14,512

Municipal bonds

 
5,026

 

 
5,026

Total assets measured at fair value
$
145,271

 
$
128,104

 
$

 
$
273,375

Liabilities:
 
 
 
 
 
 
 
Fair value of contingent consideration

 

 
3,408

 
3,408

Total liabilities measured at fair value
$

 
$

 
$
3,408

 
$
3,408



13

Table of Contents

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2013:
 
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


U.S. government treasuries and U.S. government agency securities as of June 30, 2013 and March 31, 2013 do not include any U.S. government guaranteed bank issued paper. Corporate bonds include bank-issued securities that are guaranteed by the Federal Deposit Insurance Corporation (FDIC).
The securities in Level 1 are highly liquid and actively traded in exchange markets or over-the-counter markets. Level 2 fixed income securities are priced using quoted market prices for similar instruments, non-binding market prices that are corroborated by observable market data.
In connection with the acquisition of Fox Enterprises and Alvand Technologies (See "Note 3 - Business Combinations"), liabilities were recognized for the Company’s estimate of the fair value of contingent consideration on the acquisition dates based on probability-based forecasted revenues, gross profits and attainment of product development milestones. These fair value measurements are based on significant inputs not observed in the market and thus represent a Level 3 measurement, which reflect the Company’s own assumptions concerning future revenues, gross profit and product development milestones of the acquired businesses in measuring fair value. During the three months ended June 30, 2013, the Company settled the contingent consideration with Fox and paid $3.3 million to the former shareholders of Fox. As of June 30, 2013, the fair value of the remaining contingent consideration for Alvand Technologies was $3.4 million.
The following table summarizes the change in the fair value of the contingent consideration measured using significant unobservable inputs (Level 3) for the three months ended June 30, 2013:
(in thousands)
Estimated Fair Value
Balance as of March 31, 2013
$
6,695

Payments
(3,287
)
Balance as of June 30, 2013
$
3,408


All of the Company’s available-for-sale investments are subject to a periodic impairment review. Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. The Company did not record any impairment charges related to its available-for-sale investments in the three months ended June 30, 2013 and July 1, 2012.


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Table of Contents

Note 6. Investments
Available-for-Sale Securities
Available-for-sale investments at June 30, 2013 were as follows:
 
(in thousands)
Cost
 
Gross
Unrealized
 Gains
 
Gross
Unrealized
 Losses
 
Estimated Fair
 Value
U.S. government treasuries and agencies securities
$
78,154

 
$
4

 
$
(124
)
 
$
78,034

Money market funds
67,237

 

 

 
67,237

Asset-backed securities
11,337

 

 
(43
)
 
11,294

Corporate bonds
93,694

 
7

 
(463
)
 
93,238

International government bonds
4,072

 

 
(38
)
 
4,034

Bank deposits
14,512

 

 

 
14,512

Municipal bonds
5,095

 

 
(69
)
 
5,026

Total available-for-sale investments
274,101

 
11

 
(737
)
 
273,375

Less amounts classified as cash equivalents
(77,133
)
 

 

 
(77,133
)
Short-term investments
$
196,968

 
$
11

 
$
(737
)
 
$
196,242


Available-for-sale investments at March 31, 2013 were as follows:
 
(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


The cost and estimated fair value of available-for-sale securities at June 30, 2013, by contractual maturity, were as follows:
(in thousands)
Amortized
Cost
 
Estimated Fair
Value
Due in 1 year or less
$
108,944

 
$
108,933

Due in 1-2 years
84,498

 
84,328

Due in 2-5 years
80,659

 
80,114

Total investments in available-for-sale securities
$
274,101

 
$
273,375



15

Table of Contents

The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses as of June 30, 2013, aggregated by investment category and length of time that individual securities have been in a continuous loss position.
 
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
$
87,804

 
$
(463
)
 
$

 
$

 
$
87,804

 
$
(463
)
Asset-backed securities
11,294

 
(43
)
 

 

 
11,294

 
(43
)
U.S. government treasuries and agencies securities
65,478

 
(124
)
 

 

 
65,478

 
(124
)
Municipal bonds
5,026

 
(69
)
 

 

 
5,026

 
(69
)
International government bonds
3,025

 
(38
)
 

 

 
3,025

 
(38
)
Total
$
172,627

 
$
(737
)
 
$

 
$

 
$
172,627

 
$
(737
)

The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses, as of March 31, 2013, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.
 
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
)

Currently, a significant portion of the Company’s available-for-sale investments that it holds are high grade instruments.  As of June 30, 2013, the unrealized losses on the Company’s available-for-sale investments represented an insignificant amount in relation to its total available-for-sale portfolio. Substantially all of the Company’s unrealized losses on its available-for-sale marketable debt instruments are primarily driven by declines in interest rates or as a result of a decrease in the market liquidity for debt instruments.  Because the Company has the ability to hold these investments until a recovery of fair value, which may be maturity, the Company did not consider these investments to be other-than-temporarily impaired at June 30, 2013 and March 31, 2013.

Note 7. Stock-Based Employee Compensation
Equity Incentive Programs
The Company currently issues awards under three equity-based plans in order to provide additional incentive and retention to directors and employees who are considered to be essential to the long-range success of the Company. These plans are further described below.
2004 Equity Plan (2004 Plan)
Options granted by the Company under the 2004 Plan generally expire seven years from the date of grant and generally vest over a four-year period from the date of grant, with one-quarter of the shares of common stock vesting on the one-year anniversary of the grant date and the remaining shares vesting monthly for the 36 months thereafter. The exercise price of the options granted by the Company under the 2004 Plan shall not be less than 100% of the fair market value for a common share subject to such option on the date the option is granted. Full value awards made under the 2004 Plan shall become vested over a period of not less than three years (or, if vesting is performance-based, over a period of not less than one year) following the date such award is made; provided, however, that full value awards that result in the issuance of an aggregate of up to 5% of common stock available under the 2004 Plan may be granted to any one or more participants without respect to such minimum vesting provisions. As of June 30, 2013, there were 6.4 million shares available for future grant under the 2004 Plan.

16

Table of Contents

Compensation Expense
The following table summarizes stock-based compensation expense by category appearing in the Company’s Condensed Consolidated Statement of Operations:
 
Three Months Ended
(in thousands)
June 30,
2013

July 1,
2012
Cost of revenue
$
333

 
$
303

Research and development
2,472

 
1,543

Selling, general and administrative
2,181

 
1,277

Discontinued operations

 
159

Total stock-based compensation expense
$
4,986

 
$
3,282

The amount of stock-based compensation expense that was capitalized during the periods presented above was immaterial.
Stock Options
The following is a summary of the Company's stock option activity and related weighted average exercise prices for each category:
 
Three Months Ended June 30, 2013
(shares in thousands)
Shares
 
Price
Beginning stock options outstanding
12,817

 
$
7.12

Granted
1,296

 
7.67

Exercised (1)
(926
)
 
5.62

Canceled
(617
)
 
13.41

Ending stock options outstanding
12,570

 
$
6.98

Ending stock options exercisable
7,293

 
$
7.13

(1)
Upon exercise, the Company issues new shares of common stock.
As of June 30, 2013, the unrecognized compensation cost related to nonvested stock options, net of estimated forfeitures, was $5.1 million and will be recognized over a weighted-average period of 1.4 years.
As of June 30, 2013, stock options vested and expected to vest totaled approximately 11.4 million with a weighted-average exercise price of $6.99 and a weighted-average remaining contractual life of 4.1 years. The aggregate intrinsic value as of June 30, 2013 was approximately $16.0 million.
As of June 30, 2013, fully vested stock options totaled approximately 7.3 million with a weighted-average exercise price of $7.13 and a weighted-average remaining contractual life of 3.2 years. The aggregate intrinsic value as of June 30, 2013 was approximately $10.7 million.
Restricted Stock Units
Restricted stock units granted by the Company under the 2004 Plan generally vest over at least a three-year period from the grant date with one-third of restricted stock units vesting on each one-year anniversary. As of June 30, 2013, 3.6 million restricted stock unit awards were outstanding under the 2004 Plan.

17

Table of Contents

The following table summarizes the Company's restricted stock unit activity for each category for the three months ended June 30, 2013:
 
Three Months Ended June 30, 2013
(shares in thousands)
Shares
Beginning RSUs outstanding
2,591

Granted
1,753

Released
(682
)
Forfeited
(69
)
Ending RSUs outstanding
3,593

As of June 30, 2013, restricted stock units vested and expected to vest totaled approximately 2.8 million with a weighted-average remaining contract life of 1.8 years. The aggregate intrinsic value was approximately $22.0 million.
As of June 30, 2013, the unrecognized compensation cost related to restricted stock units granted under the Company’s equity incentive plans was approximately $13.4 million, net of estimated forfeitures, and is expected to be recognized over a weighted-average period of 2.0 years.
Performance-Based Stock Units
Under the 2004, the Company has granted performance-based stock units which vest and convert into shares of the Company's common stock based on the level of achievement of pre-established performance goals during a specified performance period. The performance period for the Company's performance-based stock units is generally 1 to 3 years. Management evaluates, on a quarterly basis, the likelihood of the Company meeting its performance metrics in determining stock-based compensation expense for the Retention Plan.
The following table summarizes the Company's performance stock unit activity for each category for the three months ended June 30, 2013:
 
Three Months Ended June 30, 2013
(shares in thousands)
Shares
Beginning PSUs outstanding
744

Granted
417

Released

Forfeited
(16
)
Ending PSUs outstanding
1,145

As of June 30, 2013, performance stock units vested and expected to vest totaled approximately 0.8 million with a weighted-average remaining contract life of 1.9 years. The aggregate intrinsic value was approximately $6.6 million.
As of June 30, 2013, the unrecognized compensation cost related to performance stock units granted under the Company’s equity incentive plans was approximately $7.2 million, net of estimated forfeitures, and is expected to be recognized over a weighted-average period of 2.0 years.
2009 Employee Stock Purchase Plan (2009 ESPP)
On June 18, 2009, the Board approved implementation of the 2009 Employee Stock Purchase Plan (2009 ESPP) and authorized the reservation and issuance of up to 9,000,000 shares of the Company's common stock, subject to stockholder approval. On September 17, 2009, the Company's stockholders approved the plan at the 2009 Annual Meeting of Stockholders. The 2009 ESPP is intended to be implemented in successive quarterly purchase periods commencing on the first day of each fiscal quarter of the Company. In order to maintain its qualified status under Section 423 of the Internal Revenue Code, the 2009 ESPP imposes certain restrictions, including the limitation that no employee is permitted to participate in the 2009 ESPP if the rights of such employee to purchase common stock of the Company under the 2009 ESPP and all similar purchase plans of the Company or its subsidiaries would accrue at a rate which exceeds $25,000 of the fair market value of such stock (determined at the time the right is granted) for each calendar year.

18

Table of Contents

Activity under the Company's ESPP for the three months ended June 30, 2013 is summarized in the following table:
(in thousands, except per share amounts)
 
Number of shares issued
395

Average issuance price
$
6.35

Number of shares available at June 30, 2013
830


Note 8. Stockholders' Equity
Stock Repurchase Program. In the three months ended June 30, 2013 and July 1, 2012, the Company did not repurchase any shares. As of June 30, 2013, approximately $79.8 million was available for future purchase under the share repurchase program.  Share repurchases were recorded as treasury stock and resulted in a reduction of stockholders’ equity.
Note 9. Balance Sheet Detail
(in thousands)
June 30,
2013
 
March 31,
2013
Inventories, net
 
 
 
Raw materials
$
7,130

 
$
7,008

Work-in-process
26,468

 
24,123

Finished goods
23,229

 
25,424

Total inventories, net
$
56,827

 
$
56,555

 
 
 
 
Property, plant and equipment, net
 

 
 

Land
$
11,792

 
$
11,832

Machinery and equipment (1)
301,164

 
296,174

Building and leasehold improvements
48,911

 
48,991

  Total property, plant and equipment, gross
361,867

 
356,997

Less: accumulated depreciation
(285,704
)
 
(282,009
)
Total property, plant and equipment, net
$
76,163

 
$
74,988


Other accrued liabilities
 
 
 
Short-term portion of supplier obligations (2)
$
412

 
$
407

Other (3)
11,401

 
14,245

Total other accrued liabilities
$
11,813

 
$
14,652


Other long-term obligations
 
 
 
Deferred compensation related liabilities
$
14,624

 
$
14,615

Other
6,049

 
7,407

Total other long-term liabilities
$
20,673

 
$
22,022

 
(1) Includes approximately $1.2 million in fixed assets held for sale associated with the sale of certain assets of IDT's PCI Express enterprise flash controller business which was completed on July 12, 2013. See Note 19 for additional information on this subsequent event.
(2) Supplier obligations represent payments due under various software design tool and technology license agreements.
(3) Other current liabilities consist primarily of acquisition related accrued contingent liabilities, accrued royalties and outside commissions, accrued severance costs and other accrued unbilled expenses.

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Table of Contents

Note 10. Deferred Income on Shipments to Distributors
Included in the caption “Deferred income on shipments to distributors” on the Condensed Consolidated Balance Sheets are amounts related to shipments to certain distributors for which revenue is not recognized until our product has been sold by the distributor to an end customer. The components of deferred income on shipments to distributors as of June 30, 2013 and March 31, 2013 are as follows:
(in thousands)
June 30,
2013
 
March 31,
2013
Gross deferred revenue
$
16,771

 
$
17,581

Gross deferred costs
(2,809
)
 
(3,042
)
Deferred income on shipments to distributors
$
13,962

 
$
14,539

The gross deferred revenue represents the gross value of shipments to distributors at the list price billed to the distributor less any price protection credits provided to them in connection with reductions in list price while the products remain in their inventory.  The amount ultimately recognized as revenue will be lower than this amount as a result of ship from stock pricing credits which are issued in connection with the sell through of the Company's products to end customers. Historically, this amount represents on average approximately 37.4% of the list price billed to the customer.  The gross deferred costs represent the standard costs (which approximate actual costs) of products the Company sells to the distributors.  Although the Company monitors the levels and quality of inventory in the distribution channel, the Company's experience is that products returned from these distributors may be sold to a different distributor or in a different region of the world.  As such, inventory write-downs for products in the distribution channel have not been significant.

Note 11. Accumulated Other Comprehensive Income
Changes in accumulated other comprehensive income (AOCI) by component, net of tax, for the three months ended June 30, 2013 consisted of the following:
(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 loss before reclassifications
(209
)
 
(691
)
 

 
(900
)
Amounts reclassified from AOCI

 
(39
)
 
(2
)
 
(41
)
Net current-period other comprehensive income
(209
)
 
(730
)
 
(2
)
 
(941
)
Balance as of June 30, 2013
$
1,354

 
$
(730
)
 
$
(79
)
 
$
545


Comprehensive income components consisted of:
(in thousands)
Three Months Ended June 30, 2013
 
Location

 
 
 
 
 
 
 
Unrealized holding gains (losses) on available-for-sale investments
$
(39
)
 
interest and other, net
Amortization of pension benefits prior service credits
(2
)
 
operating expense
Total amounts reclassified out of accumulated other comprehensive income (loss)
$
(41
)
 
 



20

Table of Contents

Note 12. Goodwill and Intangible Assets, Net
Goodwill activity for the three months ended June 30, 2013 is as follows:
 
Reportable Segment
 
(in thousands)
Communications
 
Computing and Consumer
 
Total
Balance as of March 31, 2013
$
124,205

 
$
20,719

 
$
144,924

Dispositions

 

 

Additions

 

 

Balance as of June 30, 2013
$
124,205

 
$
20,719

 
$
144,924

The balance as of June 30, 2013 includes approximately $7.3 million in goodwill allocated to held for sale in association with the sale of certain assets of IDT's PCI Express enterprise flash controller business which was completed on July 12, 2013. See Note 19 for additional information on this subsequent event. Balances as of June 30, 2013 and March 31, 2013 are net of $920.4 million in accumulated impairment losses.
Intangible asset balances as of June 30, 2013 and March 31, 2013 are summarized as follows:
 
June 30, 2013
(in thousands)
Gross Assets
 
Accumulated
Amortization
 
Net Assets
Purchased intangible assets:
 
 
 
 
 
Existing technology
$
241,197

 
$
(206,034
)
 
$
35,163

Trademarks
4,411

 
(2,246
)
 
2,165

Customer relationships
131,931

 
(128,990
)
 
2,941

Backlog
1,600

 
(1,597
)
 
3

Non-compete agreements
2,600

 
(1,024
)
 
1,576

Total amortizable purchased intangible assets
381,739

 
(339,891
)
 
41,848

IPR&D *
2,433

 

 
2,433

Total purchased intangible assets
$
384,172

 
$
(339,891
)
 
$
44,281


 
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

* IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When the IPR&D project is complete, it is reclassified as an amortizable purchased intangible asset and is amortized over its estimated useful life. If an IPR&D project is abandoned, the Company will record a charge for the carrying value of the related intangible asset to its Consolidated Statements of Operations in the period it is abandoned.
Amortization expense for the three months ended June 30, 2013 and July 1, 2012 was $4.3 million and $4.9 million, respectively.
The intangible assets are being amortized over estimated useful lives of six months to seven years.

21

Table of Contents

Based on the intangible assets recorded at June 30, 2013, and assuming no subsequent additions to or impairment of the underlying assets, the remaining estimated amortization expense is expected to be as follows (in thousands):
Fiscal Year
Amount
2014 (Remaining 9 months)
$
12,706

2015
13,304

2016
8,290

2017
6,591

2018 and thereafter
3,390

Total
$
44,281


Note 13. Restructuring
The following table shows the provision of the restructuring charges and the liability remaining as of June 30, 2013:
(in thousands)
Total
Balance as of March 31, 2013
$
1,662

Provision
410

Cash payments
(1,478
)
Balance as of June 30, 2013
$
594

During fiscal 2013, the Company recorded restructuring charges of $4.3 million for multiple reduction in workforce actions. The Company reduced its total headcount by approximately 132 employees with reductions affecting all functional areas and various locations. During fiscal 2013, the Company paid $3.2 million in severance costs associated with these actions. During the three months ended June 30, 2013, the Company paid out $1.1 million and completed these actions.
During the first quarter of fiscal 2014, the Company recorded additional restructuring charges of $0.4 million and further reduced headcount by 15 employees. As of June 30, 2013, the total accrued balance for employee severance costs related to these restructuring actions was $0.4 million. The Company expects to complete these restructuring actions in the second quarter of fiscal 2014.
In connection with the Company's divestiture of its smart metering business, during fiscal 2013, the Company recorded $0.4 million in restructuring expenses for employee severance costs. During the three months ended June 30, 2013, the Company paid $0.4 million and completed this action.
Note 14. Commitments and Contingencies
Warranty
The Company maintains an accrual for obligations it incurs under its standard product warranty program and customer, part, or process specific matters. The Company’s standard warranty period is one year, however in certain instances the warranty period may be extended to as long as two years. Management estimates the fair value of the Company’s warranty liability based on actual past warranty claims experience, its policies regarding customer warranty returns and other estimates about the timing and disposition of product returned under the standard program. Customer, part, or process specific accruals are estimated using a specific identification method. Historical profit and loss impact related to warranty returns activity has been minimal. The total warranty accrual was $0.3 million and $0.2 million as of June 30, 2013 and March 31, 2013, respectively.
Litigation
In January 2012, Maxim I Properties, a general partnership that had purchased a certain parcel of real property (the Property) in 2003, filed a complaint in the Northern District of California naming approximately 30 defendants, including the Company, alleging various environmental violations of the federal Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) and Resource Conservation and Recovery Act (RCRA), the California Hazardous Substance Account Act (HSAA), and other common law claims (the Complaint). The Complaint alleges with regard to the Company that IDT “…generated, transported, and/or arranged for the transport and/or disposal of hazardous waste to the Property.” The Complaint further alleges that the Defendants are liable for the costs of investigation and remediation of the Property due to the release of hazardous substances, and that Defendants violated their duty to prevent the release of such hazardous substances. In March 2012, the Company was served with and filed an answer to the Complaint, denying the various allegations in the Complaint. In April 2012,

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the Company filed an amended answer to the Complaint, including a counterclaim against the plaintiff. On August 15, 2012, the plaintiff voluntarily dismissed its Complaint against the Company without prejudice. Moyer Products, Inc., another defendant, has counter-claimed against Maxim and cross-claimed against Defendants, including the Company, and thus the Company remains a defendant in this action. In September 2012, the California Department of Toxic Substances Control (DTSC) notified the Company that it identified the Company, along with more than 50 other entities, and included the Company as a respondent to DTSC's Enforcement Order, as “a generator of hazardous waste” that was sent to the Property. In April 2013, the Company, along with the other “respondent” parties, entered into a Corrective Action Consent Agreement (CACA) to conduct the Property investigation and corrective action selection. The CACA supersedes the Enforcement Order. In February 2013, the court stayed the Maxim/Moyer litigation pending the Property investigation under the CACA and DTSC's corrective action selection. The Company will continue to vigorously defend itself against the allegations in the Complaint and evaluate settlement options with Moyer upon completion of the Property investigation and corrective action selection. Because the investigation is at an early stage and the DTSC has not yet selected a corrective action, and because no specific monetary demands have been made, it is not yet possible for us to estimate the potential loss or range of potential losses.
On May 14, 2012, a putative class action lawsuit captioned Cox v. Guzy, et al., C.A. No. 7529, was filed in the Delaware Court of Chancery (the Cox Complaint). The Cox Complaint names as defendants the members of the PLX Board of Directors, as well as PLX, IDT, Pinewood Acquisition Corp. (Pinewood) and Pinewood Merger Sub, LLC (Pinewood LLC), both of which are wholly-owned subsidiaries of IDT. The plaintiff alleges that PLX's directors breached their fiduciary duties to PLX stockholders in connection with the Offer and the Merger, and were aided and abetted by PLX, IDT, Pinewood and Pinewood LLC. The Cox Complaint alleges that the Offer and the Merger involve an unfair price and an inadequate sales process, unreasonable deal protection devices, and that defendants entered into the Offer and the Merger to benefit themselves personally. The Cox Complaint seeks injunctive relief, including to enjoin the Offer and the Merger, an award of damages, attorneys' and other fees and costs, and other relief.  On May 29, 2012, plaintiff filed a Motion for Expedited Proceedings.  On June 7, 2012, defendants filed oppositions to plaintiff's Motion for Expedited Proceedings.  At the hearing, on June 8, 2012, the Court denied plaintiff's Motion for Expedited Proceedings.  On June 19, 2012, the plaintiff voluntarily dismissed the putative class action lawsuit without prejudice.
The Company is also party to various other legal proceedings and claims arising in the normal course of business. As of June 30, 2013, the Company has not recorded any accrual for contingent liabilities associated with its legal proceedings based on the belief that liabilities, while possible, are not probable. Further, probable losses or ranges of possible losses in these matters cannot be reasonably estimated at this time. Generally, litigation is subject to inherent uncertainties, and no assurance can be given that the Company will prevail in any particular lawsuit. Accordingly, pending lawsuits, as well as potential future litigation with other companies, could result in substantial costs and diversion of resources and could have a material adverse effect on the Company's financial condition, results of operations or cash flows.

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Note 15. Employee Benefit Plans
401(k) Plan
The Company sponsors a 401(k) retirement matching plan for qualified domestic employees.  The Company recorded expenses of approximately $0.6 million and $0.8 million in matching contributions under the plan during the three months ended June 30, 2013 and July 1, 2012, respectively.
Deferred Compensation Plans
Effective November 1, 2000, the Company established an unfunded deferred compensation plan to provide benefits to executive officers and other key employees. Under the plan, participants can defer any portion of their salary and bonus compensation into the plan and may choose from a portfolio of funds from which earnings are measured. Participant balances are always 100% vested. As of June 30, 2013 and March 31, 2013, obligations under the plan totaled approximately $14.6 million and $14.6 million, respectively. Additionally, the Company has set aside assets in a separate trust that is invested in corporate owned life insurance intended to substantially fund the liability under the plan. As of June 30, 2013 and March 31, 2013, the deferred compensation plan assets were approximately $15.9 million and $17.0 million, respectively.
During the first quarter of fiscal 2013, the Company assumed a deferred compensation plan associated with the acquisition of Fox. Under this plan, participants in retirement are entitled to receive a fixed amount from the Company on a monthly basis. The Company has purchased life insurance policies with the intention of funding the liability under this plan. As of both June 30, 2013 and March 31, 2013, the deferred compensation plan assets under this plan were approximately $0.7 million. As of both June 30, 2013 and March 31, 2013, the deferred compensation plan liabilities under this plan were approximately $1.6 million.
International Employee Benefit Plans
The Company sponsors defined-benefit pension plans, defined-contribution plans, multi-employer plans and other post-employment benefit plans covering employees in certain of the Company's international locations. As of June 30, 2013, the net liability for all of these international benefit plans totaled $1.4 million.
Note 16. Income Taxes
During the three months ended June 30, 2013, the Company recorded an income tax benefit of $0.2 million from continuing operations. The Company recorded an income tax benefit of $4.0 million in the three months ended July 1, 2012 from continuing operations. The income tax benefit recorded in the three months ended June 30, 2013 was primarily due to the reversal of uncertain tax positions resulting from statute lapse.
As of June 30, 2013, the Company was subject to examination in the U.S. federal tax jurisdiction for the fiscal years 2010, 2011, and 2012.  In May 2013, the Internal Revenue Service (IRS) commenced a tax audit for fiscal years beginning 2011 through 2012. Although the final outcome is uncertain, based on currently available information, the Company believes that the ultimate outcome will not have a material adverse effect on its financial position, cash flows or results of operations.
As of June 30, 2013, the Company was subject to examination in various state and foreign jurisdictions for tax years 2007 forward, none of which were individually material.

Note 17. Segment Information
The Chief Operating Decision Maker is the Company’s President and Chief Executive Officer.
Our reportable segments include the following:
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.

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The tables below provide information about these segments:
 Revenues by segment
Three Months Ended
(in thousands)
June 30,
2013

July 1,
2012
Communications
$
68,205

 
$
63,070

Computing and Consumer
49,777

 
67,091

Total revenues
$
117,982

 
$
130,161


 Income (loss) by segment from continuing operations
Three Months Ended
 
(in thousands)
June 30,
2013
 
July 1,
2012
Communications
$
16,562

 
$
17,486

Computing and Consumer
(7,998
)
 
(4,813
)
Unallocated expenses:
 
 
 
Amortization of intangible assets
(4,321
)
 
(4,891
)
Inventory fair market value adjustment

 
(358
)
Fabrication production transfer costs

 

Assets impairment and recoveries
36

 
59

Amortization of stock-based compensation
(4,986
)
 
(3,122
)
Severance, retention and facility closure costs
(1,182
)
 
(728
)
Acquisition-related costs and other
(730
)
 
(6,636
)
  Consulting expenses related to stockholder activities

 
(2,576
)
Deferred compensation plan expense (benefit)
(1
)
 
(178
)
Proceeds from life insurance policies

 
2,313

Interest income and other, net
158

 
1

Income from continuing operations, before income taxes
$
(2,462
)
 
$
(3,443
)

The Company does not allocate goodwill and intangible assets impairment charge, severance and retention costs, acquisition-related costs, stock-based compensation, interest income and other, and interest expense to its segments.  In addition, the Company does not allocate assets to its segments. The Company excludes these items consistent with the manner in which it internally evaluates its results of operations.

Revenues from unaffiliated customers by geographic area, based on the customers' shipment locations, were as follows:
 
Three Months Ended
(in thousands)
June 30,
2013
 
July 1,
2012
Asia Pacific
$
72,334

 
$
85,870

Americas (1)
19,075

 
19,902

Japan
10,106

 
11,460

Europe
16,467

 
12,929

Total revenues
$
117,982

 
$
130,161


(1)
The revenues from the customers in the U.S. were $16.6 million and $16.4 million in the three months ended June 30, 2013 and July 1, 2012, respectively.
The Company utilizes global and regional distributors around the world, who buy product directly from the Company on behalf of their customers. One distributor, Avnet represented approximately 13% of the Company’s revenues for the three month period ended June 30, 2013. Two distributors, Maxtek and its affiliates and Uniquest represented approximately 10% and 12%, respectively, of the Company’s revenues for the three months period ended July 1, 2012.

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At June 30, 2013, three distributors represented approximately 17%, 13% and 13% of the Company’s gross accounts receivable. At March 31, 2013, four distributors represented approximately 15%, 15%, 12% and 11% of the Company’s gross accounts receivable.
The Company’s significant operations outside of the United States include a test facility in Malaysia, design centers in Canada and China, and sales subsidiaries in Japan, Asia Pacific and Europe. The Company's property, plant and equipment, net, are summarized below by geographic area: 
 
(in thousands)
June 30,
2013
 
March 31,
2013
United States
$
44,537

 
$
44,651

Canada
5,106

 
5,188

Malaysia
22,949

 
21,379

All other countries
3,571

 
3,770

Total property, plant and equipment, net
$
76,163

 
$
74,988


Note 18. Derivative Financial Instruments
As of June 30, 2013 and March 31, 2013, the Company did not have any outstanding foreign currency contracts that were designated as hedges of forecasted cash flows or capital equipment purchases. The Company does not enter into derivative financial instruments for speculative or trading purposes.
Note 19. Subsequent Events
On July 12, 2013, Integrated Device Technology, Inc. and Integrated Device Technology (Malaysia) Sdn. Bhd., a wholly-owned subsidiary of IDT (collectively “IDT”), completed the sale of certain assets of its PCI Express ("PCIe") enterprise flash controller business to PMC-Sierra, Inc., a Delaware corporation (“PMC”), for approximately $96 million in cash.
Pursuant to the terms of the Asset Purchase Agreement (the "Purchase Agreement") by and among IDT and PMC, dated May 29, 2013, IDT sold (i) substantially all of the assets that were used by IDT and its subsidiaries in the business of designing, developing, manufacturing, testing, marketing, supporting, maintaining, distributing, provisioning and selling non-volatile memory (flash) controllers and (ii) all technology and intellectual property rights owned by IDT or any of its subsidiaries and used exclusively in, or developed exclusively for use in, (a) switching circuits having the primary function of flexible routing of data from/to multiple switch interface ports, where all switch interface ports conform to the PCIe protocol, or (b) circuits having the primary function of executing all of the capturing, re-timing, re-generating and re-transmitting PCIe signals to help extend the physical reach of the signals in a system (the “Disposition”).
In connection with the closing of the Disposition, a license agreement was entered into by IDT and a subsidiary of PMC simultaneously with the Purchase Agreement, whereby IDT will license certain intellectual property rights and technology to PMC, and PMC will license back to IDT certain of the intellectual property rights and technology acquired by PMC in the Disposition.
In connection with the closing of the Disposition, IDT and PMC also entered into (a) a transition services agreement and (b) a five year supply agreement, whereby IDT will manufacture certain products for PMC.
Additional details regarding the Disposition are provided in the related Current Reports on Form 8-K previously filed by IDT on May 29, 2013 and July 15, 2013.
Prior to the divestiture, the operating results for IDTs PCIe flash controller business was included in the Company's Computing and Consumer reportable segment. The PCIe enterprise flash controller business was part of a larger cash-flow generating product group and did not, on its own, represent a separate operation of the Company and, therefore, this sale did not qualify as discontinued operations.
The Company expects to record a gain of approximately $83 million on divestiture related to this transaction in the second quarter of fiscal 2014.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act).  Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking. Forward-looking statements, which are generally identified by words such as “anticipates,” “expects,” “plans,” “intends,” “seeks,” “targets,” “believes,” “can,” “may,” “might,” “could,” “should,” “would,” “will” and similar terms, include statements related to, among others, revenues and gross profit, research and development activities, selling, general and administrative expenses, restructuring costs, intangible expenses, interest income and other, taxes, capital spending and financing transactions, as well as statements regarding successful development and market acceptance of new products, industry and overall economic conditions and demand, and capacity utilization. Forward-looking statements are based upon current expectations, estimates, forecasts and projections that involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to: global business and economic conditions; operating results; new product introductions and sales; competitive conditions; capital expenditures and resources; manufacturing capacity utilization; customer demand and inventory levels; product performance; intellectual property matters; mergers and acquisitions and integration activities; and the risk factors set forth in Part II, Item 1A, “Risk Factors” to this Quarterly Report on Form 10-Q.  As a result of these risks and uncertainties, actual results could differ significantly from those expressed or implied in the forward-looking statements.  Unless otherwise required by law, we undertake no obligation to publicly revise these statements for future events or new information after the date of this Quarterly Report on Form 10-Q.
This discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and accompanying Notes included in this report and the Audited Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2013 filed with the SEC. Operating results for the three months ended June 30, 2013 are not necessarily indicative of operating results for an entire fiscal year.
Critical Accounting Policies
Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S.  The preparation of such statements requires us to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period and the reported amounts of assets and liabilities as of the date of the financial statements.  Our estimates and assumptions are based on historical experience and other factors that we consider to be appropriate in the circumstances.  However, actual future results may vary from our estimates and assumptions.
For a discussion of our critical accounting policies, see Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013. We believe that these accounting policies are "critical," as defined by the SEC, in that they are both highly important to the portrayal of our financial condition and results, and they require difficult management judgments, estimates and assumptions about matters that are inherently uncertain. We believe that there have been no significant changes during the three months ended June 30, 2013 to the items that we disclosed as our critical accounting policies in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013.
Business overview
We design, develop, manufacture and market a broad range of low-power, high-performance mixed signal semiconductor solutions for the advanced communications, computing and consumer industries. Currently, we offer communications solutions for customers within the enterprise, data center and wireless markets. Our computing products are designed specifically for storage and server applications and personal computers, while our consumer products focus on solutions for gaming consoles, set-top boxes, digital TV and smart phones.
We seek to differentiate our products from our competitors' products through the following capabilities:
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.

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For more information on our business, please see Part I, Item 1, “Business,” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013.
Recent developments
Termination of Proposed Acquisition of PLX Technology, Inc. (PLX)
On April 30, 2012, IDT and PLX had entered into an Agreement and Plan of Merger with PLX Technology, Inc. (PLX) for the acquisition of PLX by IDT (the Agreement). On December 19, 2012, the United States Federal Trade Commission (FTC) filed an administrative complaint challenging IDT’s proposed acquisition of PLX. In response to the FTC’s determination to challenge the proposed acquisition of PLX by IDT, effective December 19, 2012, IDT and PLX mutually agreed to terminate the Agreement. Also on December 19, 2012, IDT withdrew its related exchange offer (the Offer) to acquire all of the issued and outstanding shares of common stock, $0.001 par value, of PLX and instructed Computershare, the exchange agent for the Offer, to promptly return all previously tendered shares.
Associated with the proposed acquisition of PLX, during the first quarter of fiscal 2013, IDT incurred approximately $4.1 million in acquisition related costs, which were included in selling, general and administrative (SG&A) expense on the Condensed Consolidated Statements of Operations.
Acquisition of NXP B.V.'s Data Converter Business
On July 19, 2012, IDT completed an acquisition of certain assets related to technology and products developed for communications analog mixed-signal market applications from NXP B.V. We believe this acquisition will enhance our efforts to increase silicon content in wireless infrastructure markets and that with this acquisition we can offer our customers a one-stop shop for wireless base stations, including radio frequency (RF) components, analog-to-digital converters (ADCs), digital-to-analog converters (DACs), Serial RapidIO® switches and bridges, high-performance timing devices, data compression IP, and power management ICs.
We acquired the communications analog mixed-signal assets for an aggregate cash purchase price of approximately $31.2 million, less a $4.0 million credit from NXP B.V. for certain accrued liabilities assumed from NXP B.V. resulting in a net aggregate purchase price of $27.2 million. During the first quarter of fiscal 2013, we incurred approximately $2.1 million in acquisition related costs, which were included in SG&A expense in the Condensed Consolidated Statements of Operations.
Acquisition of Fox Enterprises, Inc.
On April 30, 2012, IDT completed the acquisition of Fox Enterprises, Inc. (Fox), a leading supplier of frequency control products including crystals and crystal oscillators, in an all-cash transaction for approximately $28.9 million, which included $25.7 million in cash paid at closing and $3.2 million which was recorded as a liability representing the fair value of contingent cash consideration of up to $4.0 million based upon the achievement of future financial milestones, which would be payable after 12 months from the acquisition date. During the three month period ended June 30, 2013, we settled the contingent consideration and paid Fox $3.3 million. We believe that the combination of Fox's product portfolio with our CrystalFree™ oscillators makes IDT the industry's one-stop shop for frequency control products. In addition, we expect that this acquisition will help accelerate the adoption of CrystalFree™ by enabling customers to purchase pMEMS and CMOS solid-state oscillators alongside traditional quartz-based components through our established sales channels.
Acquisition of Alvand Technologies, Inc.
On April 16, 2012, the IDT completed the acquisition of Alvand Technologies Inc., a leading analog integrated circuits company specializing in data converters, for total purchase consideration of approximately $23.3 million, of which $20.5 million was paid in cash at closing and $2.8 million was recorded as a liability representing the fair value of contingent cash consideration of up to $4.0 million based upon the achievement of future product development milestones to be completed within 36 months following the acquisition date. Payments will be made on a proportionate basis upon the completion of each milestone. As of June 30, 2013, the fair value of the contingent consideration was re-measured based on a revised product development forecast for the business. As a result, the fair value of the contingent consideration increased to $3.4 million. We recorded $0.5 million of the change in the fair value of the contingent consideration in selling, general and administrative expense in fiscal 2013 and recorded $0.1 million in selling, general and administrative expense in the first quarter of fiscal 2014.
Discontinued operations
On September 26, 2011, we completed the transfer of certain assets related to IDT’s Hollywood Quality Video (HQV) and Frame Rate Conversion (FRC) video processing product lines to Qualcomm pursuant to an Asset Purchase Agreement. The sale of these HQV and FRC video processing assets was intended to allow us to intensify focus on our analog-intensive mixed-signal, timing, and interface and solutions. Upon the closing of the transaction, Qualcomm paid us $58.7 million in cash consideration, of which $6.0 million will be withheld in an escrow account for a period of two years and is included in our consolidated balance sheet as other current assets. Our HQV and FRC product lines represented a significant portion of our video business assets. In the second quarter of fiscal 2012, we recorded a gain of $45.9 million related to this divestiture.

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On August 1, 2012, we completed the transfer of the remaining assets of our video business to Synaptics for $5.0 million in cash pursuant to an Asset Purchase Agreement. In connection with the divestiture, 47 employees were transferred to Synaptics. In the second quarter of fiscal 2013, we recorded a gain of $0.9 million related to this divestiture.
Divestitures
Sale of Smart Meter Business. On March 7, 2013, we completed the sale of our smart metering business and related assets to Atmel Corporation for $10.3 million in cash, of which $1.0 million will be withheld in an escrow account for a period of one year. In the fourth quarter of fiscal 2013, we recorded a gain of $8.0 million related to this divestiture. Prior to the divestiture, the smart meter business was part of a larger cash-flow generating product group and did not, on its own, represent a separate operation of the Company and, therefore, this sale did not qualify as discontinued operations.
Sale of PCIe Enterprise Flash Controller Business. On July 12, 2013, we completed the sale of certain assets of our PCIe enterprise flash controller business to PMC-Sierra, Inc. for approximately $96 million in cash. Prior to the divestiture, the operating results for IDTs PCIe flash controller business was included in our Computing and Consumer reportable segment. Related to this transaction, we expect to record a gain of approximately $83 million on divestiture in the second quarter of fiscal 2014. See Note 19 of Notes to Condensed Consolidated Financial Statements.
Overview
The following table and discussion provides an overview of our operating results from continuing operations for the three months ended June 30, 2013 and July 1, 2012
 
Three Months Ended
 
(in thousands, except for percentage)
June 30,
2013
 
July 1,
2012
Revenues
$
117,982

 
$
130,161

Gross profit
$
66,173

 
$
72,513

As a % of revenues
56
 %
 
56
 %
Operating loss
$
(2,519
)
 
$
(5,443
)
As a % of revenues
(2
)%
 
(4
)%
Net income (loss) from continuing operations
$
(2,264
)
 
$
543

As a % of revenues
(2
)%
 
 %

Our revenues decreased by $12.2 million, or 9%, to $118.0 million in the quarter ended June 30, 2013 compared to the quarter ended July 1, 2012. The decrease was primarily due to a decrease in unit shipments in our Computing and Consumer segment as we experienced a general decrease in overall demand for most product lines within this market segment when compared to the first quarter of fiscal 2013. This decrease was offset in part by increased revenues in our Communications segment primarily as a result of increased demand as for our Rapid I/O switching solutions products. Despite lower revenue levels, gross profit percentage improved primarily due to an improved shipment mix of higher margin products. Net loss from continuing operations was $2.3 million in the first quarter of fiscal 2014 as compared to a net income of $0.5 million in the first quarter of fiscal 2013. This decrease in net income was primarily due to lower revenues and higher operating expenses which were partially offset by improved gross margin.

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Results of Operations
Revenues
Revenues by segment:
Three Months Ended
(in thousands)
June 30, 2013

July 1, 2012
Communications
$
68,205

 
$
63,070

Computing and Consumer
49,777

 
67,091

Total revenues
$
117,982

 
$
130,161


Product groups representing greater than 10% of net revenues:
Three Months Ended
As a percentage of net revenues
June 30, 2013

July 1, 2012
Communications:
 
 
 
Communications timing products
26
%

21
%
Serial RapidIO products
13
%

*

All others less than 10% individually
19
%

27
%
     Total communications
58
%

48
%
 
 
 
 
Computing and Consumer:
 
 
 
Consumer and computing timing products
18
%
 
20
%
Memory interface products
16
%
 
19
%
All others less than 10% individually
8
%
 
13
%
Total computing and consumer
42
%
 
52
%
 
 
 
 
Total
100
%
 
100
%

* Represents less than 10% of net revenues

Communications Segment
Revenues in our Communications segment increased $5.1 million, or 8%, to $68.2 million in the quarter ended June 30, 2013 as compared to the quarter ended July 1, 2012, primarily due to a $6.9 million increase in shipments of our Rapid I/O switching solutions products combined with a $1.5 million increase in demand for our Netcom products and a $1.5 million increase in revenue from Fox Enterprises which was acquired mid-first quarter of fiscal 2013. These increases were offset in part due to a general decrease in demand for our FIFO memory products, multi-port memory products, SRAM products, and digital logic products.
Computing and Consumer Segment
Revenues in our Computing and Consumer segment decreased $17.3 million, or 26%, to $49.8 million in the quarter ended June 30, 2013 as compared to the quarter ended July 1, 2012. While we have recently experienced a partial recovery in demand for this market segment, resulting in a 9% increase in revenues for the first quarter of fiscal 2014 as compared to the fourth quarter of fiscal 2013, we experienced a general decrease in overall demand for most product lines within this market segment when compared to the first quarter of fiscal 2013. We believe that these decreases are in-line with market conditions.
Revenues by Region
Revenues in the quarter ended June 30, 2013 decreased primarily in APAC (Asia Pacific region excluding Japan), which was offset by increases in Europe as compared to the quarter ended July 1, 2012. Revenues in APAC, the Americas, Japan and Europe accounted for 61%, 16%, 9% and 14%, respectively, of consolidated revenues in the quarter ended June 30, 2013 compared to 66%, 15%, 9% and 10%, respectively, of our consolidated revenues in the quarter ended July 1, 2012.  The Asia Pacific region continues to be our strongest region, as many of our largest customers utilize manufacturers in that region.

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Gross Profit
 
Three Months Ended
 
June 30, 2013

July 1, 2012
Gross Profit (in thousands)
$
66,173

 
$
72,513

Gross Profit Percentage
56.1
%
 
55.7
%

Gross profit decreased $6.3 million in the quarter ended June 30, 2013 compared to the quarter ended July 1, 2012 as a result of decreased revenues. Gross profit as a percentage of revenues increased 0.4% in the quarter ended June 30, 2013 compared to the quarter ended July 1, 2012. Despite lower revenue levels, gross profit percentage improved primarily due to an improved shipment mix of higher margin products. As of June 30, 2013, the balance of inventory buffer stock which was built in anticipation of the transition of wafer fabrication activities to third party foundries, which was completed in the fourth quarter of fiscal 2012, totaled approximately $4.6 million.
Operating Expenses
The following table presents our operating expenses for the three months ended June 30, 2013 and July 1, 2012:
 
Three Months Ended
 
June 30, 2013

July 1, 2012
 
(in thousands, except for percentages)
Dollar Amount
 
% of Net
Revenues
 
Dollar Amount
 
% of Net
Revenues
Research and development
$
40,849

 
35
%
 
$
41,544

 
32
%
Selling, general and administrative
$
27,843

 
24
%
 
$
36,412

 
28
%

Research and Development (R&D)
R&D expense decreased $0.7 million, or 2%, to $40.8 million in the quarter ended June 30, 2013 compared to the quarter ended July 1, 2012. The decrease was primarily due to a $0.8 million decrease in R&D employee costs due to lower headcount, a $1.0 million reduction in health insurance costs due to lower claims and a $0.8 million decrease in photomasks, materials and outside service costs. These decreases were offset in part by a $0.9 million increase in stock-based compensation, a $0.5 million increase in severance costs and a $0.5 million increase in depreciation expenses.
Selling, General and Administrative (SG&A)
SG&A expense decreased $8.6 million, or 24%, to $27.8 million in the quarter ended June 30, 2013 as compared to the quarter ended July 1, 2012.  The decrease was primarily the result of an approximately $6.1 million decrease in acquisition related legal, consulting, broker and other fees related to the proposed acquisition of PLX and the acquisitions of the NXP high-speed data converter assets, Fox Enterprises and Alvand Technologies which were incurred in the first quarter of fiscal 2013. In addition, the first quarter of fiscal 2013 included $2.6 million of expenses related to stockholder activities.

Interest Income and Other, Net 
The components of interest income and other, net are summarized as follows:
 
Three Months Ended
(in thousands)
June 30, 2013
 
July 1, 2012
Interest income
$
264

 
$
86

Interest expense
(3
)
 
(396
)
Other income (expense), net
(204
)
 
2,310

Interest income and other, net
$
57

 
$
2,000


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Interest income is derived from earnings on our cash and short-term investments. Interest expense is primarily due to charges associated with the credit facility with Bank of America which was terminated in the fourth quarter of fiscal 2013.  Other income (expense), net primarily consists of gains or losses in the value of deferred compensation plan assets, foreign currency gains or losses and other non-operating gains or losses. The decrease in other income of $2.0 million in the three months ended June 30, 2013 as compared to the same period in the prior year was primarily attributable to $2.3 million in death benefit proceeds received in fiscal 2013 under life insurance policies purchased with the intention of funding deferred compensation plan liabilities.
Income Tax Benefit
During the three months ended June 30, 2013, the Company recorded an income tax benefit of $0.2 million from continuing operations. The Company recorded an income tax benefit of $4.0 million in the three months ended July 1, 2012 from continuing operations.
The income tax benefit recorded in the three months ended June 30, 2013 was primarily due to the reversal of uncertain tax positions resulting from statute lapse.
The income tax benefit for the three months ended July 1, 2012 was primarily due to the recognition of a deferred tax asset offset by the recognition of a deferred tax liability due to the acquisition of Fox Enterprises. The increase in the deferred tax liability was a part of the purchase accounting step-up adjustment that was recorded against goodwill while the increase in the deferred tax asset was recorded as a tax benefit.
Liquidity and Capital Resources
Our cash and cash equivalents and short-term investments were $310.2 million at June 30, 2013, an increase of $13.1 million compared to March 31, 2013
We had no outstanding debt at June 30, 2013 and March 31, 2013.
Cash Flows from Operating Activities
Net cash provided by operating activities totaled $13.9 million in the three months ended June 30, 2013 compared to $11.1 million in the three months ended July 1, 2012. Cash provided by operating activities in the three months ended June 30, 2013 consisted of our net loss of $2.3 million, adjusted to add back depreciation, amortization, and other non-cash items which totaled $14.8 million; and cash used by working capital requirements. In the three months ended June 30, 2013, excluding the effects of non-cash activities, cash used by working capital requirements was $1.4 million and consisted primarily of a $3.6 million increase in accounts receivable due to an increase in revenues as compared to the fourth quarter of fiscal 2013, combined with a $1.1 million reduction in income taxes payable and a $0.6 million decrease in deferred income. These working capital uses were offset in part by cash provided from a $3.3 million decrease in prepaid and other assets due to normal amortization of prepaid design engineering software tools, a $1.9 million increase in accounts payable and a $1.5 million reduction in accrued compensation due to the timing of liabilities incurred versus payments.
In the three months ended July 1, 2012, net cash provided by operating activities totaled $11.1 million. Cash provided by operating activities in the quarter ended July 1, 2012 consisted of our net loss of $4.3 million, adjusted to exclude depreciation, amortization and other non-cash items which totaled $8.5 million; and cash provided by working capital changes. In the quarter ended July 1, 2012, excluding the effects of acquisitions, cash provided from working capital changes was $6.9 million and primarily consisted of an inventory decrease of $7.4 million primarily attributable to shipments exceeding inventory build combined with increased inventory reserves, $0.8 million decrease in prepaid assets combined with an increase in accrued liabilities of $2.0 million primarily due to increases in accrued acquisition related costs and accrued shareholder activities costs which were partially offset by payments of other accrued supplier obligations. These working capital provisions were offset in part by an accounts payable decrease of $1.6 million attributable to the timing of payments during the quarter and a $1.9 million decrease in deferred income as a result of reduced distributor inventories.
Cash Flows Used in Investing Activities
Net cash used by investing activities in the three months ended June 30, 2013 was $34.9 million compared to cash used of $40.1 million in the three months ended July 1, 2012.  Net cash used by investing activities in the three months ended June 30, 2013 was primarily due to the use of $30.9 million for the net purchase of short-term investments and $4.0 million of expenditures to purchase capital equipment.
Net cash used by investing activities in the quarter ended July 1, 2012 was primarily due to $45.0 million paid for the acquisitions of Fox Enterprises and Alvand Technologies, $9.3 million of expenditures to purchase capital equipment partially offset by net proceeds of $14.1 million from sale of short-term investments.

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Cash Flows from Financing Activities
Net cash provided by financing activities was $4.4 million in the three months ended June 30, 2013 as compared to net cash provided by financing activities of $3.1 million in the three months ended July 1, 2012. Cash provided by financing activities in the three months ended June 30, 2013, was primarily due to proceeds of approximately $7.7 million from the exercise of employee stock options and the issuance of stock under our employee stock purchase plan which was offset in part by a $3.3 million payout of the contingent consideration associated with the acquisition of Fox Enterprises.
Cash provided by financing activities in the quarter ended July 1, 2012, was primarily due to proceeds of approximately $3.0 million from the exercise of employee stock options and the issuance of stock under our employee stock purchase plan.
We anticipate capital expenditures of approximately $20 million to $30 million during the next 12 months to be financed through cash generated from operations and existing cash and investments.
In addition, as much of our revenues are generated outside the U.S., a significant portion of our cash and investment portfolio accumulates in the foreign countries in which we operate. At June 30, 2013, we had cash, cash equivalents and investments of approximately $219.4 million invested overseas in accounts belonging to various IDT foreign operating entities. While these amounts are primarily invested in U.S. dollars, a portion is held in foreign currencies, and all offshore balances are exposed to local political, banking, currency control and other risks. In addition, these amounts may be subject to tax and other transfer restrictions.
We believe that existing cash and investment balances, together with cash flows from operations, will be sufficient to meet our working capital and capital expenditure needs through at least the next 12 months. We may choose to investigate other financing alternatives to supplement U.S. liquidity; however, we cannot be certain that additional financing will be available on satisfactory terms.
Off-Balance Sheet Arrangements
As of June 30, 2013, we did not have any off-balance sheet arrangements, as defined under SEC Regulation S-K Item 303(a)(4)(ii).


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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our interest rate risk relates primarily to our short-term investments of $196.2 million and $166.3 million as of June 30, 2013 and March 31, 2013, respectively.  By policy, we limit our exposure to long-term investments and mitigate the credit risk through diversification and adherence to a policy requiring the purchase of highly rated securities. As of June 30, 2013 and March 31, 2013, the Company’s cash, cash equivalents and investment portfolio was concentrated in securities with same day liquidity and at the end of the first quarter of fiscal 2014, a substantial majority of securities in our investment portfolio had maturities of less than two years. A hypothetical 10% change in interest rates would not have a material effect on the value of our investment portfolio as of June 30, 2013.  We do not currently use derivative financial instruments in our investment portfolio.
At June 30, 2013 and March 31, 2013, we had no outstanding debt.
We are exposed to foreign currency exchange rate risk as a result of international sales, assets and liabilities of foreign subsidiaries, local operating expenses of our foreign entities and capital purchases denominated in foreign currencies.  We may use derivative financial instruments to help manage our foreign currency exchange exposures.  We do not enter into derivatives for speculative or trading purposes. We have foreign exchange facilities used for hedging arrangements with banks that allow the Company to enter into foreign exchange contracts totaling approximately $20.0 million, all of which was available at June 30, 2013. We performed a sensitivity analysis as of June 30, 2013 and March 31, 2013 and determined that, without hedging the exposure, a 10% change in the value of the U.S. dollar would result in an approximate 0.5% impact on gross profit margin percentage, as we operate a manufacturing testing facility in Malaysia, and an approximate 1.5% and 1.4% impact to operating expenses (as a percentage of revenue), respectively, as we operate sales offices in Japan and throughout Europe and design centers in the U.S., China, and Canada.  At June 30, 2013 and March 31, 2013, we had no outstanding foreign exchange contracts.
We did not have any currency exposure related to any outstanding capital purchases as of June 30, 2013 and March 31, 2013.

ITEM 4. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.
At June 30, 2013, the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure control and procedures were effective at a reasonable assurance level. There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonable likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFROMATION

ITEM 1. LEGAL PROCEEDINGS
Litigation
In January 2012, Maxim I Properties, a general partnership that had purchased a certain parcel of real property (the Property) in 2003, filed a complaint in the Northern District of California naming approximately 30 defendants, including the Company, alleging various environmental violations of the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the Hazardous Substance Account Act (HSAA), the Resource Conservation and Recovery Act (RCRA), and other public and private nuisance claims (the Complaint). The Complaint alleges with regard to the Company that IDT “…generated, transported, and/or arranged for the transport and/or disposal of hazardous waste to the Property.” The Complaint further alleges that the Defendants are liable for the costs of investigation and remediation of the Property due to the release of hazardous substances, and that Defendants violated their duty to prevent the release of such hazardous substances. In March 2012, the Company was served with and filed an answer to the Complaint, denying the various allegations in the Complaint, and in April 2012, the Company filed an amended answer to the Complaint, including a counterclaim against the Plaintiff. On August 15, 2012, the plaintiff voluntarily dismissed its Complaint against the Company without prejudice. Moyer Products, Inc., another defendant, has cross-claimed against Defendants, including the Company, and thus the Company remains a defendant in this action. In September

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2012, the Department of Toxic Substances Control (DTSC) notified the Company that it identified the Company, along with more than fifty other companies, as “a generator of hazardous waste” that was sent to the Property. DTSC proposed that the Company, along with the other respondent parties, enter into a Corrective Action Consent Agreement to conduct the Property investigation and corrective actions. The Company continues to participate in discussions with the DTSC regarding its proposal, but will at the same time continue to vigorously defend itself against the allegations in the Complaint and evaluate settlement options with Moyer Products, when Moyer Products is available to discuss such options. Because the case is at an early stage and no specific monetary demands have been made, it is not possible for us to estimate the potential loss or range of potential losses.
On May 14, 2012, a putative class action lawsuit captioned Cox v. Guzy, et al., C.A. No. 7529, was filed in the Delaware Court of Chancery (the Cox Complaint). The Cox Complaint names as defendants the members of the PLX Board of Directors, as well as PLX, IDT, Pinewood Acquisition Corp. (Pinewood) and Pinewood Merger Sub, LLC (Pinewood LLC), both of which are wholly-owned subsidiaries of IDT. The plaintiff alleges that PLX's directors breached their fiduciary duties to PLX stockholders in connection with the Offer and the Merger, and were aided and abetted by PLX, IDT, Pinewood and Pinewood LLC. The Cox Complaint alleges that the Offer and the Merger involve an unfair price and an inadequate sales process, unreasonable deal protection devices, and that defendants entered into the Offer and the Merger to benefit themselves personally. The Cox Complaint seeks injunctive relief, including to enjoin the Offer and the Merger, an award of damages, attorneys' and other fees and costs, and other relief.  On May 29, 2012, plaintiff filed a Motion for Expedited Proceedings.  On June 7, 2012, defendants filed oppositions to plaintiff's Motion for Expedited Proceedings.  At the hearing, on June 8, 2012, the Court denied plaintiff's Motion for Expedited Proceedings.  On June 19, 2012, the plaintiff voluntarily dismissed the putative class action lawsuit without prejudice.
The Company is also party to various other legal proceedings and claims arising in the normal course of business. As of June 30, 2013, the Company has not recorded any accrual for contingent liabilities associated with its legal proceedings based on the belief that liabilities, while possible, are not probable. Further, probable ranges of losses in these matters cannot be reasonably estimated at this time. Generally, litigation is subject to inherent uncertainties, and no assurance can be given that the Company will prevail in any particular lawsuit. Accordingly, pending lawsuits, as well as potential future litigation with other companies, could result in substantial costs and diversion of resources and could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

ITEM 1A.  RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below and all information contained in this report before you decide to purchase our common stock. If any of the possible adverse events described below actually occurs, we may be unable to conduct our business as currently planned and our financial condition and operating results could be harmed. In addition, the trading price of our common stock could decline due to the occurrence of any of these risks, and you may lose all or part of your investment. The risks described below are not the only risks facing us.  Additional risks not currently known to us or that we currently believe are immaterial may also impair our business, results of operations, and financial condition.
Our operating results can fluctuate dramatically.  
Our operating results have fluctuated in the past and are likely to vary in the future. Fluctuations in operating results can result from a wide variety of factors, including:
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;

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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.
Global economic conditions may adversely affect our business and results of operations.
Adverse changes in global economic business conditions may negatively affect customer demand for our products. While the global economy has partially recovered from the economic downturn that began in 2008, continuing concerns about the impact of geopolitical issues, the availability and cost of credit, the debt crises in Europe, low business and consumer confidence, high unemployment and high energy costs, have contributed to substantial volatility in global capital markets and uncertain demand for the semiconductor industry and our products from fiscal 2010 through fiscal 2014. If the currently improving economic conditions are not sustained or begin to deteriorate again, or if we are unable to timely adapt to changes in macroeconomic conditions, our business, financial condition and results of operations may be adversely affected.
The cyclicality of the semiconductor industry exacerbates the volatility of our operating results. 
The semiconductor industry is highly cyclical. The semiconductor industry has experienced significant downturns, often in connection with product cycles of both semiconductor companies and their customers, but also related to declines in general economic conditions. These downturns have been characterized by volatile customer demand, high inventory levels and accelerated erosion of average selling prices. Any future economic downturns could materially and adversely affect our business from one period to the next relative to demand and product pricing. In addition, the semiconductor industry has experienced periods of increased demand, during which we may experience internal and external manufacturing constraints. We may experience substantial changes in future operating results due to the cyclical nature of the semiconductor industry.
Demand for our products depends primarily on demand in the communications, enterprise computing, personal computer (PC), and consumer markets which can be significantly affected by concerns over macroeconomic issues.
Our product portfolio consists predominantly of semiconductor solutions for the communications, computing, and consumer markets. Our strategy and resources are directed at the development, production and marketing of products for these markets. The markets for our products will depend on continued and growing demand for communications equipment, servers, PCs and consumer electronics. These end-user markets may experience changes in demand that could adversely affect our business and could be greater in periods of economic uncertainty and contraction. To the extent demand or markets for our products do not grow, our business could be adversely affected.
We are reliant upon subcontractors and third-party foundries.
We are dependent on third-party subcontractors for all of our assembly operations. We are also dependent on third-party outside foundries for the manufacture of our silicon wafers. Our increased reliance on subcontractors and third-party foundries for our current products increases certain risks because we will have less control over manufacturing quality and delivery schedules, maintenance of sufficient capacity to meet our orders and generally, and maintaining the manufacturing processes we require. During the fourth quarter of fiscal 2012, we completed the transfer of our internal wafer fabrication production to outside foundries. Due to production lead times and potential capacity constraints, any failure on our part to adequately forecast the mix of product demand and resulting foundry and subcontractor requirements could adversely affect our operating results. In addition, we cannot be certain that these foundries and subcontractors will continue to manufacture, assemble, package and test products for us on acceptable economic and quality terms, or at all, and it may be difficult for us to find alternatives in a timely and cost-effective manner if they do not do so.
We build most of our products based on estimated demand forecasts.
Demand for our products can change rapidly and without advance notice. Demand can also be affected by changes in our customers' levels of inventory and differences in the timing and pattern of orders from their end customers. A large percentage of our revenue in the APAC region is recognized upon shipment to our distributors. Consequently, we have less visibility over both inventory levels at our distributors and end customer demand for our products. Further, the distributors have assumed more risk associated with changes in end demand for our products. Accordingly, significant changes in end demand in the semiconductor business in general, or for our products in particular, may be difficult for us to detect or otherwise measure, which could cause us to incorrectly forecast end-market demand for our products. If we are not able to accurately forecast end demand for our products, we may be left with large amounts of unsold products, may not be able to fill all actual orders, and may not be able to efficiently utilize our existing manufacturing capacity or make optimal investment and other business decisions. As a result, we may end up with excess and obsolete inventory or we may be unable to meet customer short-term demands, either of which could have an adverse impact on our operating results.

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If we are unable to execute our business strategy successfully, our revenues and profitability may be adversely affected.
Our future financial performance and success are largely dependent on our ability to execute our business strategy successfully. Our present business strategy to be a leading provider of essential mixed signal semiconductor solutions will be affected, without limitation, by: (1) our ability to continue to aggressively manage, maintain and refine our product portfolio including focus on the development and growth of new applications; (2) our ability to continue to maintain existing customers, aggressively pursue and win new customers; (3) our ability to successfully develop, manufacture and market new products in a timely manner; (4) our ability to develop new products in a more efficient manner; (5) our ability to sufficiently differentiate and enhance of our products; (6) our ability to successfully deploy research and development (R&D) investment in the areas of displays, silicon timing, power management, signal integrity and radio frequency; and (7) our ability to rationalize our operating expenses to improve our results of operations.
We cannot assure you that we will successfully implement our business strategy or that implementing our strategy will sustain or improve our results of operations. In particular, we cannot assure you that we will be able to build our position in markets with high growth potential, increase our volume or revenue, rationalize our manufacturing operations or reduce our costs and expenses.
Our business strategy is based on our assumptions about the future demand for our current products and the new products and applications that we are developing and on our ability to produce our products profitably. Each of these factors is subject to one or more of the risk factors set forth in this report.  Several risks that could affect our ability to implement our business strategy are beyond our control. In addition, circumstances beyond our control and changes in our business or industry may require us to change our business strategy.
Our results are dependent on the success of new products.   
The markets we serve are characterized by competition, rapid technological change, evolving standards, short product life cycles and continuous erosion of average selling prices. Consequently, our future success will be highly dependent upon our ability to continually develop new products using the latest and most cost-effective technologies, introduce our products in commercial quantities to the marketplace ahead of the competition and have our products selected for inclusion in leading system manufacturers' products. In addition, the development of new products will continue to require significant R&D expenditures. If we are unable to successfully develop, produce and market new products in a timely manner, have our products available in commercial quantities ahead of competitive products or have our products selected for inclusion in products of systems manufacturers and sell them at gross margins comparable to or better than our current products, our future results of operations could be adversely affected. In addition, our future revenue growth is also partially dependent on our ability to penetrate new markets in which we have limited experience and where competitors are already entrenched. Future success for certain new products will also depend on the development of product solutions for new emerging markets and new applications for existing markets. The success of such products is dependent on the ability of our customer's and their customer's to successfully develop new markets and gain market acceptance for new product solutions in those markets. Even if we are able to develop, produce and successfully market new products in a timely manner, such new products may not achieve market acceptance. The above described events could have a variety of negative effects on our competitive position and our financial results, such as reducing our revenue, increasing our costs, lowering our gross margin percentage, and ultimately leading to impairment of assets.
The loss of the services of any key personnel may adversely affect our business and growth prospects.
Our performance is substantially dependent on the performance of our executive officers and key employees. The loss of the services of any of our executive officers, technical personnel or other key employees could adversely affect our business. In addition, our future success depends on our ability to successfully compete with other technology firms in attracting and retaining specialized technical and management personnel. If we are unable to identify, hire, and retain highly qualified technical and managerial personnel, our business and growth prospects could be adversely affected.
We are dependent on a concentrated group of customers for a significant part of our revenues.    
A large portion of our revenues depends on sales to a limited number of customers. If these relationships were to diminish, or if these customers were to develop their own solutions or adopt a competitor's solution instead of buying our products, our results could be adversely affected.
Many of our end-customer original equipment manufacturers (OEMs) have outsourced their manufacturing to a concentrated group of global electronics manufacturing service (EMSs) providers and original design manufacturers (ODMs) who then buy products directly from us or from our distributors on behalf of the OEM. These EMSs and ODMs have achieved greater autonomy in the design win, product qualification and product purchasing decisions, especially for commodity products. Competition for the business from EMSs and ODMs is intense and there is no assurance we can remain competitive and retain our existing market share with these customers. If these companies were to allocate a higher share of commodity or second-source business to our competitors instead of buying our products, our results would be adversely affected. Furthermore, as EMSs and ODMs have

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represented a growing percentage of our overall business, our concentration of credit and other business risks with these customers has increased. Competition among global EMSs and ODMs is intense as they operate on very low margins. If any one or more of our global EMSs or ODMs customers were to file for bankruptcy or otherwise experience significantly adverse financial conditions, our business would be adversely affected as well.
In addition, we utilize a relatively small number of global and regional distributors around the world, who buy product directly from us on behalf of their customers. For example, sales to three distributors represented 10% or more of the Company's net revenues for fiscal 2013. In addition, at March 31, 2013, four distributors represented 10% or more of the Company's gross accounts receivable. If our business relationships with any of these distributors were to diminish or any of these distributors were to file for bankruptcy or otherwise experience significantly adverse financial conditions, our business could be adversely affected. Because we continue to be dependent on product demand from a small group of OEM end customers and global and regional distributors, any material delay, cancellation or reduction of orders from or loss of these or other major customers could cause our revenue to decline significantly.
We have made and may continue to make acquisitions and divestitures which could divert management's attention, cause ownership dilution to our stockholders, be difficult to integrate, and/or adversely affect our financial results.
Acquisitions and divestitures are commonplace in the semiconductor industry and we have acquired and divested, and may continue to acquire or divest, businesses and technologies. Integrating newly acquired businesses or technologies could put a strain on our resources, could be costly and time consuming, and might not be successful. Acquisitions or divestitures could divert our management's attention and other resources from other business concerns. In addition, we might lose key employees while integrating new organizations. Acquisitions and divestitures could also result in customer dissatisfaction, performance problems with an acquired company or technology, dilutive or potentially dilutive issuances of equity securities, the incurrence of debt, the assumption or incurrence of contingent liabilities, or other unanticipated events or circumstances, any of which could harm our business. Consequently, we might not be successful in acquiring or integrating any new businesses, products, or technologies, and might not achieve anticipated revenues and cost benefits. In addition, we might be unsuccessful in finding or completing acquisition or divestiture opportunities on acceptable terms in a timely manner.
We are dependent on a limited number of suppliers.  
Our manufacturing operations depend upon obtaining adequate raw materials on a timely basis. The number of suppliers of certain raw materials, such as silicon wafers, ultra-pure metals and certain chemicals and gases needed for our products, is very limited. In addition, certain packages for our products require long lead times and are available from only a few suppliers. From time to time, suppliers have extended lead times or limited supply to us due to capacity constraints. Our results of operations would be materially and adversely affected if we were unable to obtain adequate supplies of raw materials in a timely manner or if there were significant increases in the costs of raw materials, or if foundry or assembly subcontractor capacity were not available, or if capacity were only available at unfavorable prices.
Our operations and business could be significantly harmed by natural disasters or acts of terrorism.
A majority of the third-party foundries and subcontractors we currently use are located in Malaysia, South Korea, the Philippines, Singapore, Taiwan, Thailand, and China. In addition, we own a test facility in Malaysia. The risk of an earthquake or tsunami in these Pacific Rim locations is significant. The occurrence of an earthquake, drought, flood, fire, or other natural disaster near any of these locations could cause a significant reduction of end-customer demand and/or availability of materials, a disruption of the global supply chain, an increase in the cost of products that we purchase, and otherwise interfere with our ability to conduct business. In addition, public health issues, acts of terrorism or other catastrophic events could significantly delay the production or shipment of our products. Although we maintain insurance for some of the damage that may be caused by natural disasters, our insurance coverage may not be sufficient to cover all of our potential losses and would not cover us for lost business. As a result, a natural disaster in one or more of these regions could have a material adverse effect on our financial condition and results of operations.
Costs related to product defects and errata may harm our results of operations and business.
Costs associated with unexpected product defects and errata, or deviations from published specifications, due to, for example, unanticipated problems in our design and manufacturing processes, could include:
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.
These costs could be substantial and may therefore increase our expenses and lower our gross margin. In addition, our reputation with our customers or users of our products could be damaged as a result of such product defects and errata, and the demand for

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our products could be reduced. The announcement of product defects and/or errata could cause customers to purchase products from our competitors as a result of anticipated shortages of our components or for other reasons. These factors could harm our financial results and the prospects for our business.
Intellectual property claims against and/or on behalf of the Company could adversely affect our business and operations.  
The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights, which has resulted in significant and often protracted and expensive litigation. We have been involved with patent litigation and asserted intellectual property claims in the past, both as a plaintiff and a defendant, some of which have adversely affected our operating results. Although we have obtained patent licenses from certain semiconductor manufacturers, we do not have licenses from a number of semiconductor manufacturers that have broad patent portfolios. Claims alleging infringement of intellectual property rights have been asserted against us in the past and could be asserted against us in the future.
As a result of these claims, we may have to discontinue the use of certain processes, license certain technologies, cease the manufacture, use, and sale of infringing products, incur significant litigation costs and damages and develop non-infringing technology. We might not be able to obtain such licenses on acceptable terms or develop non-infringing technology. Further, the failure to renew or renegotiate existing licenses on favorable terms, or the inability to obtain a key license, could materially and adversely affect our business. Future litigation, either as a plaintiff or a defendant, could adversely affect our operating results, as a result of increased expenses, the cost of settled claims, and/or payment of damages.
Our product manufacturing operations are complex and subject to interruption.
From time to time, we have experienced production difficulties, including lower manufacturing yields or products that do not meet our or our customers' specifications, which has resulted in delivery delays, quality problems and lost revenue opportunities. While delivery delays have been infrequent and generally short in duration, we could experience manufacturing problems, capacity constraints and/or product delivery delays in the future as a result of, among other things, the complexity of our manufacturing processes, changes to our process technologies (including transfers to other facilities and die size reduction efforts), and difficulties in ramping production. In addition, any significant quality problems could damage our reputation with our customers and could take focus away from the development of new and enhanced products. These could have a significant negative impact on our financial results.
We are dependent upon electric power and water provided by public utilities where we operate our manufacturing facility. We maintain limited backup generating capability, but the amount of electric power that we can generate on our own is insufficient to fully operate this facility, and prolonged power interruptions and restrictions on our access to water could have a significant adverse impact on our business.
Tax benefits we receive may be terminated or reduced in the future, which would increase our costs.
As a result of our international manufacturing operations, a significant portion of our worldwide profits are in jurisdictions outside the United States, primarily Malaysia, which has granted the Company significant reductions in tax rates. These lower tax rates allow us to record a relatively low tax expense on a worldwide basis. Under current Malaysia law, we are not subject to tax on our operational and investment income. If U.S. corporate income tax laws were to change regarding deferral of U.S. income tax on foreign earnings or other matters impacting our operating structure, this would have a significant impact to our financial results.
In addition, we were granted a tax holiday in Malaysia during fiscal 2009. The tax holiday was contingent upon us continuing to meet specified investment criteria in fixed assets, and to operate as an APAC regional headquarters center. In the fourth quarter of fiscal 2011, we agreed with the Malaysia Industrial Development Board (MIDA) to cancel this tax holiday and entered into a new tax holiday which is a full tax exemption on statutory income for a period of 10 years commencing April 4, 2011. We are required to meet several requirements as to financial targets, investment, headcount and activities in Malaysia to retain this status. Our inability to renew this tax holiday when it expires or meet certain conditions of the agreement with MIDA may adversely impact our effective tax rate.
Our financial results may be adversely affected by higher than expected tax rates or exposure to additional tax liabilities. Tax audits may have a material adverse effect on our profitability.
As a global company, our effective tax rate is highly dependent upon the geographic composition of worldwide earnings and tax regulations governing each region in which we operate. We are subject to income taxes in the United States and various foreign jurisdictions, and significant judgment is required to determine worldwide tax liabilities. Our effective tax rate could be adversely affected by changes in the mix of earnings between countries with differing statutory tax rates, in the valuation of deferred tax assets, in tax laws or by material audit assessments, which could affect our profitability. In particular, the carrying value of deferred tax assets, which are predominantly in the United States, is dependent upon our ability to generate future taxable income in the United States. In addition, the amount of income taxes we pay is subject to ongoing audits in various jurisdictions, and a material assessment by a governing tax authority such as the Internal Revenue Service in the United States could have a material effect on our profitability.

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The costs associated with legal proceedings can be substantial, specific costs are unpredictable and not completely within our control, and unexpected increases in litigation costs could adversely affect our operating results.
We have been involved in various legal proceedings, such as those described in Part II, Item 1, "Legal Proceedings." The costs associated with legal proceedings are typically high, relatively unpredictable, and are not completely within our control. While we do our best to forecast and control such costs, the costs may be materially more than expected, which could adversely affect our operating results. Moreover, we may become involved in unexpected litigation with additional litigants at any time, which would increase our aggregate litigation costs, and could adversely affect our operating results. We are not able to predict the outcome of any legal action, and an adverse decision in any legal action could significantly harm our business and financial performance.
If the credit market conditions deteriorate, it could have a material adverse impact on our investment portfolio.
Although we manage our investment portfolio by purchasing only highly-rated securities and diversifying our investments across various sectors, investment types, and underlying issuers, recent volatility in the short-term financial markets has been high. We have no securities in asset-backed commercial paper and hold no auction rated or mortgage-backed securities. However, it is uncertain as to the full extent of the current credit and liquidity crisis, and with possible further deterioration, particularly within one or several of the large financial institutions, the value of our investments could be negatively impacted.
Our results of operations could vary as a result of the methods, estimates, and judgments we use in applying our accounting policies.
The methods, estimates, and judgments we use in applying our accounting policies have a significant impact on our results of operations. Such methods, estimates, and judgments are, by their nature, subject to substantial risks, uncertainties and assumptions, and factors may arise over time that lead us to change our methods, estimates, and judgments. Changes in those methods, estimates, and judgments could significantly affect our results of operations. In particular, the calculation of stock-based compensation expense under the authoritative guidance requires us to use valuation methodologies that were not developed for use in valuing employee stock options and make a number of assumptions, estimates, and conclusions regarding matters such as expected forfeitures, expected volatility of our share price and the exercise behavior of our employees. Changes in these variables could affect our stock-based compensation expense and have a significant and potentially adverse affect on our gross margins, research and development expense and selling, general and administrative expense.
International operations add increased volatility to our operating results.   
A substantial percentage of our total revenues are derived from international sales, as summarized below:
 
(percentage of total revenues)
First Three Months of Fiscal
2014
 
Fiscal
2013
 
Fiscal
2012
APAC
61
%
 
64
%
 
66
%
Americas
16
%
 
16
%
 
15
%
Japan
9
%