8-K

UNITED STATES

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 27, 2010

Integrated Silicon Solution, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-23084	77-0199971
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1940 Zanker Road, San Jose, California 95112

(Address of Principal Executive Offices of Registrant)

Registrant's telephone number, including area code: (408) 969-6600

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition.

The information under this Item 2.02 is being furnished as contemplated by General Instruction B(2) to Form 8-K.

On July 27, 2010, we announced the results of our operations for the third fiscal quarter ended June 30, 2010.  The complete release is attached to this report as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.

(c)         Exhibits.

99.1       Press Release dated July 27, 2010.

SIGNATURE

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.

	INTEGRATED SILICON SOLUTION, INC.
Date:  July 27, 2010	/s/ JOHN M. COBB
	John M. Cobb
	Vice President and Chief Financial Officer

 

INDEX TO EXHIBITS

99.1                  Press Release dated July 27, 2010

 

EX-99.1

FOR IMMEDIATE RELEASE

ISSI ANNOUNCES THIRD FISCAL QUARTER 2010 RESULTS

Achieves Record Revenue

SAN JOSE, Calif., Jul 27, 2010 /PRNewswire – FirstCall/ — Integrated Silicon Solution, Inc. (Nasdaq: ISSI) today reported its financial results for the third fiscal quarter ended June 30, 2010.

Revenue in the third fiscal quarter ended June 30, 2010 was a record $71.2 million, a 24.9% increase from revenue of $57.0 million in the March 2010 quarter and an 83.1% increase from revenue of $38.9 million in the June 2009 quarter.  The June 2010 quarter revenue of $71.2 million was the highest in the Company’s 22 year history.  Gross margin for the third quarter was 38.4%, which compares with gross margin of 37.2% in the March 2010 quarter, and 25.1% in the June 2009 quarter.

The Company reported operating income in the third quarter of fiscal 2010 of $13.3 million, compared to operating income of $6.8 million in the March 2010 quarter, and an operating loss of $1.9 million in the June 2009 quarter.  Net income for the third quarter was $16.0 million, or $0.57 per diluted share.  This compares with net income for the March 2010 quarter of $7.2 million, or $0.27 per diluted share, and a net loss for the June 2009 quarter of $1.9 million, or $(0.08) per diluted share.

The Company's cash, cash equivalents and short-term investments totaled $90.0 million at June 30, 2010, compared to $83.0 million at March 31, 2010.  The Company's inventory at June 30, 2010 totaled $45.4 million, an increase of $9.8 million from March 31, 2010.

"We are very pleased that we achieved record revenue in the June quarter.  Demand for our products exceeded our expectations in our target markets and drove quarter to quarter revenue growth of almost 25%,” said Scott Howarth, ISSI's President and CEO.  “We also had another strong quarter of new design wins and the beginning backlog for the September quarter is the highest we have seen in several years," added Mr. Howarth.

September Quarter Outlook

The Company currently expects its revenue for the September quarter to be between $74 million and $80 million and its gross margin to be between 34% and 37%.  Operating expenses for the September quarter are expected to be in the range of $14.0 million to $14.7 million.  Gains on sales of investments and interest and other income in the September quarter are expected to be approximately $0.8 million.  As a result of the above, net income per share is expected to be between $0.42 and $0.52 per diluted share.

-more-

 

ISSI Release

July 27, 2010

Page 2

Conference Call

A conference call will be held today at 1:30 p.m. Pacific time to discuss the Company’s third quarter fiscal 2010 financial results. To access ISSI's conference call via telephone, dial 1-888-233-8128 by 1:20 p.m. Pacific time. The participant passcode is 4629920. The call will also be webcast from ISSI's website at http://www.issi.com.

About the Company

ISSI is a fabless semiconductor company that designs and markets high performance integrated circuits for the following key markets: (i) digital consumer electronics, (ii) networking, (iii) mobile communications, (iv) automotive electronics, and (v) industrial.  The Company's primary products are high speed and low power SRAM and low and medium density DRAM.  Through its Giantec business unit, the Company also designs and markets EEPROM, SmartCards and analog power management devices focused on its key markets. ISSI is headquartered in Silicon Valley with worldwide offices in Taiwan, Japan, Singapore, China, Europe, Hong Kong, India, and Korea. Visit our web site at http://www.issi.com.

Forward Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements concerning our outlook for the September quarter with respect to revenue, gross margin, operating expenses, gains on sales of investments and interest and other income, and net income per share are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Such risks and uncertainties include supply and demand conditions in the market place, unexpected reductions in average selling prices for our products, our ability to sell our products in our key target markets and the pricing and gross margins achieved on such sales, our ability to control our operating expenses, our ability to obtain a sufficient supply of wafers and assembly and test capacity, wafer pricing, our ability to maintain sufficient product inventory and mix of inventory to satisfy customer orders, changes in manufacturing yields, order cancellations, order rescheduling, product warranty claims, competition, the level and value of inventory held by OEM customers, or other risks listed from time to time in the Company's filings with the Securities and Exchange Commission, including the Company's Form 10-K for the year ended September 30, 2009 and our Form 10-Q for the quarter ended March 31, 2010. In addition, the financial information in this press release is unaudited and subject to any adjustments that may be made in connection with the year-end audit.  The Company assumes no obligation to update or revise the forward-looking statements in this release because of new information, future events, or otherwise.

-###-

CONTACT:

John M. Cobb

Chief Financial Officer

Investor Relations

(408) 969-6600

ir@issi.com

Integrated Silicon Solution, Inc.

Condensed Consolidated Statements of Income

(Unaudited)

(In thousands, except per share data)

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
Net sales	$	71,228		$	38,901		$	178,826		$	107,819
Cost of sales		43,904			29,152			110,165			83,870
Gross profit		27,324			9,749			68,661			23,949
Operating expenses:
Research and development		5,900			4,980			16,788			14,374
Selling, general and administrative		8,121			5,958			24,297			19,667
Acquired in-process technology charge		-			710			-			710
Total operating expenses		14,021			11,648			41,085			34,751
Operating income (loss)		13,303			(1,899	)		27,576			(10,802	)
Interest and other income (expense), net		585			(68	)		1,156			796
Gain on sale of investments		2,561			-			2,761			-
Income (loss) before income taxes		16,449			(1,967	)		31,493			(10,006	)
Provision (benefit) for income taxes		272			50			963			(52	)
Consolidated net income (loss)		16,177			(2,017	)		30,530			(9,954	)
Less: Net (income) loss attributable to noncontrolling interests		(136	)		91			(139	)		132
Net income (loss)	$	16,041		$	(1,926	)	$	30,391		$	(9,822	)
Basic net income (loss) per share	$	0.62		$	(0.08	)	$	1.20		$	(0.39	)
Shares used in basic per share calculation		25,965			25,410			25,429			25,507
Diluted net income (loss) per share	$	0.57		$	(0.08	)	$	1.13		$	(0.39	)
Shares used in diluted per share calculation		28,026			25,410			26,807			25,507

 

Integrated Silicon Solution, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

	June 30,			September 30,
	2010			2009
	(unaudited)			(1)
ASSETS
Current assets:
Cash and cash equivalents	$	69,525		$	54,944
Restricted cash		4,957			-
Short-term investments		15,521			28,542
Accounts receivable, net		39,874			26,501
Inventories		45,378			19,275
Other current assets		4,450			2,922
Total current assets		179,705			132,184
Property, equipment and leasehold improvements, net		25,381			23,218
Long-term investments		-			1,408
Purchased intangible assets, net		1,530			2,313
Goodwill		1,251			1,251
Other assets		11,337			1,556
Total assets	$	219,204		$	161,930
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	43,151		$	26,825
Accrued compensation and benefits		6,286			4,364
Accrued expenses		5,606			5,368
Total current liabilities		55,043			36,557
Other long-term liabilities		814			797
Total liabilities		55,857			37,354
Commitments and contingencies
Stockholders' equity:
Common stock		3			2
Additional paid-in capital		315,899			309,649
Accumulated deficit		(155,090	)		(185,481	)
Accumulated comprehensive income (loss)		(2,598	)		(1,344	)
Total parent stockholders' equity		158,214			122,826
Noncontrolling interest		5,133			1,750
Total stockholders' equity		163,347			124,576
Total liabilities and stockholders' equity	$	219,204		$	161,930

(1) Derived from audited financial statements.