8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 20, 2004

APPLIED MICRO CIRCUITS CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of Incorporation)
000-23193	94-2586591
(Commission File Number)	(IRS Employer Identification No.)

6290 Sequence Drive

San Diego, California 92121

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (858) 450-9333

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

99.1 Press Release of Applied Micro Circuits Corporation issued on July 20, 2004.

Item 12. Results of Operations and Financial Condition

On July 20, 2004, Applied Micro Circuits Corporation (“AMCC”) issued a press release regarding its financial results for the first quarter ended June 30, 2004. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

AMCC reports its financial results in accordance with GAAP and additionally on a non-GAAP basis referred to as pro forma. These pro forma measures are not in accordance with, nor are they a substitute for, GAAP measures and may not be consistent with the presentation used by other companies. AMCC uses the pro forma financial measures to evaluate and manage its operations. AMCC is providing this information to investors to allow for the performance of additional financial analysis and because it is consistent with the financial models and estimates published by analysts who follow AMCC.

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document filed with the Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	APPLIED MICRO CIRCUITS CORPORATION
Date: July 20, 2004	By:	/s/ Stephen M. Smith
		Stephen M. Smith
		Senior Vice President, Finance and Administration, and Chief Financial Officer

INDEX TO EXHIBITS

99.1    Press Release of Applied Micro Circuits Corporation issued on July 20, 2004.

EX-99.1

Exhibit 99.1

FOR ADDITIONAL INFORMATION:
Investor Relations Contact:	Media/Editorial Contact:
Applied Micro Circuits Corporation	The Ardell Group
Debra Hart	Angela Edgerton
Phone: (858) 535-4217	Phone: (858) 792-2941
E-Mail: dhart@amcc.com	E-Mail: angela@ardellgroup.com

Tuesday, July 20, 2004

Company Press Release

APPLIED MICRO CIRCUITS CORPORATION ANNOUNCES

FIRST QUARTER FISCAL 2005 FINANCIAL RESULTS

SAN DIEGO—July 20, 2004—Applied Micro Circuits Corporation [NASDAQ: AMCC] today reported its financial results for the first quarter of fiscal 2005.

Net revenues for the first quarter of fiscal 2005 were $67.4 million compared to $47.4 million reported in the fourth quarter of fiscal 2004 and $20.5 million reported in the first quarter of fiscal 2004.

For the first quarter of fiscal 2005, on a generally accepted accounting principles (GAAP) basis, the net loss was $21.8 million or $(0.07) per share, compared with a net loss of $2.1 million or $(0.01) per share for the fourth quarter of fiscal 2004 and a net loss of $53.4 million or $(0.18) per share for the first quarter of fiscal 2004.

The pro forma net income for the first quarter of fiscal 2005 was $2.1 million or $0.01 per share, compared to the pro forma net income of $237,000 or $0.00 per share in the fourth quarter of fiscal 2004 and the pro forma net loss of $9.0 million or $(0.03) per share in the first quarter of fiscal 2004.

On April 1, 2004, AMCC completed the acquisition of 3ware, Inc. for a purchase price of approximately $145 million in cash. Additionally, on May 5, 2004, AMCC completed the acquisition of certain intellectual property and a portfolio of assets associated with IBM’s 400 series of embedded PowerPC^® standard products (the “Embedded Products Business”) for approximately $228 million in cash. The consolidated operating results for the quarter ended June 30, 2004 reflect the operating results of 3ware, Inc. and the Embedded Products Business from the date of the acquisition.

Commenting on the results, Dave Rickey, Chairman of the Board, President and Chief Executive Officer said, “I am pleased that we were able to continue improving our pro forma profitability through sound execution of our existing business and the effective integration of our acquisitions. This quarter showcased the success of our acquisition strategy, in that both 3ware and the Embedded Products Business contributed solidly to our top line revenue growth and provide us diversified revenue streams going forward.”

AMCC reports its financial results in accordance with GAAP and additionally on a non-GAAP basis referred to as pro forma. These pro forma measures are not in accordance with, nor are they a substitute for, GAAP measures and may not be consistent with the presentation used by other companies. AMCC uses the pro forma financial measures to evaluate and manage the Company’s operations. AMCC is providing this information to investors to allow for the performance of additional financial analysis and because it is consistent with the financial models and estimates published by analysts who follow the Company.

The pro forma results exclude the following items which are required by GAAP: restructuring costs, on-going amortization of purchased intangibles, acquired in-process research and development charges, stock-based compensation charges related to acquired companies and payroll tax effects of certain stock option exercises. Income taxes are adjusted to an estimated pro forma effective tax rate. See the attached reconciliation of the GAAP net loss to the pro forma net income or loss, which quantifies the amounts excluded from pro forma basis results.

For More Information

AMCC management will be holding a conference call today, July 20, 2004, at 2:00 p.m. Pacific Time/5:00 p.m. Eastern Time to discuss additional details regarding the Company’s performance for the first quarter of fiscal 2005 and to provide guidance for the second quarter of fiscal 2005. You may access the conference call via any of the following:

Teleconference:	913-981-4910
Conference ID:	591812
Web Broadcast:	http://www.amcc.com
Replay:	719-457-0820 (available for 7 days following the call)

AMCC Overview

AMCC designs, develops and markets technology products for the communications and storage equipment markets. AMCC’s products are essential for the transport, processing, switching, routing and storage of information worldwide. The Company utilizes a combination of design expertise coupled with system-level knowledge and multiple technologies to offer integrated circuit, or IC, products, as well as printed circuit board assemblies or PCBAs, for these markets. AMCC’s corporate headquarters are located in San Diego, California. Sales and engineering offices are located throughout the world. For further information regarding AMCC, please visit our web site at http://www.amcc.com or call our shareholder information line at (888) 982-AMCC (2622).

This news release contains forward-looking statements that are subject to certain risks and uncertainties, including, but not limited to, customer demand for the Company’s products, the businesses of the Company’s major customers, reductions, rescheduling or cancellation of orders by the Company’s customers, successful and timely development of products, integration of acquired businesses, market acceptance of new products, manufacturing capacity and execution and general economic conditions. More information about potential factors that could affect the Company’s business and financial results is included in the “Risk Factors” set forth in the Company’s Annual Report on Form 10-K for the year ended March 31, 2004, and the Company’s other filings with the Securities and Exchange Commission. Actual results could differ materially, as a result of such factors, from those set forth in the forward-looking statements.

-Financial Tables Follow-

APPLIED MICRO CIRCUITS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in thousands)

	June 30, 2004		March 31, 2004
	(unaudited)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	475,252	$	861,041
Accounts receivable, net		34,775		23,284
Inventories		14,075		8,490
Other current assets		15,100		16,208
Total current assets		539,202		909,023
Property and equipment, net		40,996		37,271
Other assets		1,656		1,616
Purchased intangibles		587,782		240,193
Total assets	$	1,169,636	$	1,188,103
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	25,385	$	18,164
Other current liabilities		51,540		49,089
Current portion of long-term debt & capital leases		233		303
Total current liabilities		77,158		67,556
Stockholders’ equity		1,092,478		1,120,547
Total liabilities and stockholders’ equity	$	1,169,636	$	1,188,103

APPLIED MICRO CIRCUITS CORPORATION

GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share data)

	Three months ended
	June 30, 2004			Mar 31, 2004			June 30, 2003
Net revenues	$	67,402		$	47,354		$	20,515
Cost of revenues		31,492			20,862			9,783
Gross profit		35,910			26,492			10,732
Operating expenses:
Research and development		30,990			27,314			29,126
Selling, general and administrative		14,378			10,229			10,362
Stock-based compensation:
Research and development		1,032			598			9,125
Selling, general and administrative		1,323			369			3,408
Amortization of purchased intangibles		1,557			408
Acquired in-process research and development		13,400			—
Restructuring charges (benefits)					(973	)		23,498
Total operating expenses		62,680			37,945			75,519
Operating loss		(26,770	)		(11,453	)		(64,787	)
Interest and other income, net		5,281			7,540			11,395
Loss before income taxes		(21,489	)		(3,913	)		(53,392	)
Income tax expense (benefit)		335			(1,776	)		—
Net loss	$	(21,824	)	$	(2,137	)	$	(53,392	)
Basic and diluted loss per share:
Loss per share	$	(0.07	)	$	(0.01	)	$	(0.18	)
Shares used in calculating diluted loss per share		311,519			310,083			303,801

APPLIED MICRO CIRCUITS CORPORATION

PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share data)

	Three months ended
	June 30, 2004			Mar 31, 2004			June 30, 2003
Net revenues	$	67,402		$	47,354		$	20,515
Cost of revenues		24,635			16,809			7,993
Gross profit		42,767			30,545			12,522
Operating expenses:
Research and development		30,990			27,286			29,124
Selling, general and administrative		14,376			10,204			10,360
Total operating expenses		45,366			37,490			39,484
Operating loss		(2,599	)		(6,945	)		(26,962	)
Interest and other income, net		5,281			7,354			11,395
Income (loss) before income taxes		2,682			409			(15,567	)
Income tax expense (benefit)		590			172			(6,538	)
Net income (loss)	$	2,092		$	237		$	(9,029	)
Diluted income (loss) per share:
Income (loss) per share	$	0.01		$	0.00		$	(0.03	)
Shares used in calculating diluted income (loss) per share		318,327			316,839			303,801

The above pro forma statements are based on the Company’s consolidated statements of operations for the periods presented. This pro forma information is not prepared in accordance with generally accepted accounting principles and may not be consistent with the presentation used by other companies. The pro forma operating results are used by the Company’s management to evaluate the operating performance of the Company and are also consistent with the financial models and estimates published by analysts who follow the Company. See the schedule of pro forma adjustments for a reconciliation of the pro forma results to the GAAP basis results.

APPLIED MICRO CIRCUITS CORPORATION

RECONCILIATION OF GAAP TO PRO FORMA NET INCOME/LOSS

(unaudited)

(in thousands)

	Three months ended
	June 30, 2004			Mar 31, 2004			June 30, 2003
GAAP net loss	$	(21,824	)	$	(2,137	)	$	(53,392	)
Adjustments:
Stock-based compensation related to acquired companies		2,510			989			12,751
Amortization of purchased intangibles		8,259			4,439			1,571
Restructuring costs / (benefits)		—			(973	)		23,498
Realized gains on strategic equity investments		—			(186	)		—
Acquired in-process research and development		13,400			—			—
Payroll taxes on certain stock option exercises		2			53			5
Income tax adjustments		(255	)		(1,948	)		6,538
Total GAAP to pro forma adjustments		23,916			2,374			44,363
Pro forma net income (loss)	$	2,092		$	237		$	(9,029	)

APPLIED MICRO CIRCUITS CORPORATION

SCHEDULE OF SELECTED PRO FORMA ADJUSTMENTS

(unaudited)

(in thousands)

The following schedule reconciles selected line items from the GAAP basis statements of operations to the pro forma statements of operations:

	Three months ended
	June 30, 2004		Mar 31, 2004			June 30, 2003
GROSS PROFIT:
GAAP gross profit	$	35,910	$	26,492		$	10,732
Amortization of purchased intangibles		6,702		4,031			1,571
Stock-based compensation related to acquired companies		155		22			218
Payroll taxes on certain stock option exercises		—		—			1
Pro forma gross profit	$	42,767	$	30,545		$	12,522
OPERATING EXPENSES:
GAAP operating expenses	$	62,680	$	37,945		$	75,519
Amortization of purchased intangibles		1,557		408			—
Acquired in-process research and development		13,400		—			—
Stock-based compensation related to acquired companies		2,355		967			12,533
Restructuring costs (benefits)		—		(973	)		23,498
Payroll taxes on certain stock option exercises		2		53			4
Pro forma operating expenses	$	45,366	$	37,490		$	39,484
OTHER INCOME (EXPENSE), NET:
GAAP other income (expense), net	$	5,281	$	7,540		$	11,395
Realized gains on strategic equity investments		—		(186	)		—
Pro forma other income (expense), net	$	5,281	$	7,354		$	11,395