-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BenCTbJ0NHYdYJrLt2b6oCM50f2MtrC6FXW1k82XswyE1KRlyjupavmYnqtPETzk g5yYkAr4IoCKNwNmvEFmrQ== 0001275287-05-004413.txt : 20051104 0001275287-05-004413.hdr.sgml : 20051104 20051103174418 ACCESSION NUMBER: 0001275287-05-004413 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051103 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051104 DATE AS OF CHANGE: 20051103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED SILICON SOLUTION INC CENTRAL INDEX KEY: 0000854701 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770199971 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23084 FILM NUMBER: 051178023 BUSINESS ADDRESS: STREET 1: 2231 LAWSON LANE CITY: SANTA CLARA STATE: CA ZIP: 95054-3311 BUSINESS PHONE: 4085880800 MAIL ADDRESS: STREET 1: 680 ALMANOR AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 8-K 1 is4021.txt FORM 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): November 3, 2005 INTEGRATED SILICON SOLUTION, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-23084 77-0199971 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2231 Lawson Lane,Santa Clara, California 95054 (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 November 3, 2005, we announced the results of our operations for the fiscal quarter and fiscal year ended September 30, 2005. 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 November 3, 2005. 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: November 3, 2005 /s/ GARY L.FISCHER ---------------------------------------- Gary L. Fischer President, Chief Operating Officer and Chief Financial Officer INDEX TO EXHIBITS 99.1 Press Release dated November 3, 2005 EX-99.1 2 is4021ex991.txt EXHIBIT 99.1 Exhibit 99.1 [LOGO OF INTEGRATED SILICON SOLUTION, INC.] FOR IMMEDIATE RELEASE - --------------------- ISSI ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2005 RESULTS Santa Clara, Calif.--November 3, 2005--Integrated Silicon Solution, Inc. (Nasdaq: ISSI) today reported its financial results for the fourth fiscal quarter and year ended September 30, 2005. Revenue in the fourth quarter was $61.5 million, compared with $31.1 million in the prior year period. The Company reported a GAAP net loss for the fourth quarter of ($6.3) million or ($0.17) per diluted share, compared with a net loss of ($15.6) million or ($0.43) per diluted share, in the prior year period. The fourth quarter GAAP net loss includes a charge for impairment on investments of ($4.9) million, charges related to the purchase accounting for the acquisition of Integrated Circuit Solution, Inc. (ICSI) of ($1.1) million, a charge to allowance for doubtful accounts for amounts due primarily from Delphi Electronics in regards to their bankruptcy filing totaling ($0.9) million and a gain on the sale of investments of $1.6 million. The total impact of these items was to increase the net loss by ($5.3M) or ($0.14) per diluted share. For the fiscal year ended September 30, 2005, revenue totaled $181.4 million compared to $181.0 million for fiscal year 2004. The net loss for the year ended September 30, 2005 totaled ($38.1) million or ($1.04) per diluted share compared to a net profit of $3.5 million or $0.10 per diluted share in fiscal year 2004. "As a result of our acquisition of ICSI, we began consolidating their financial results with ours as of May 1, 2005. The net effect is that our first full quarter of consolidating ICSI - the September 2005 quarter - has revenue increasing 97% over the quarter ending September 2004," said Jimmy Lee, Chairman and CEO. "We have strengthened our operating capabilities and we believe we are now well positioned to compete in the low and medium density DRAM market and the full range of the SRAM market. We have also made good progress in non-memory product lines." The statement of operations for the quarter ended September 30, 2005 currently includes an estimated charge for impairment of investments of $4.9 million. The Company is still analyzing the impairment of its investments and has engaged a qualified valuation analyst to assist in this assessment. The investment impairment is the Company's best estimate and may be subject to adjustment as the Company finalizes its valuation assessment. The Company expects to complete its assessment prior to filing its Form 10-K for the year ended September 30, 2005. Conference Call - --------------- ISSI will host a conference call today, November 3, 2005, beginning at 1:30 p.m. Pacific time. To access the call, dial 719-457-2619. The call will be simulcast over the Internet at www.com/call. The webcast will be available for replay until November 28, 2005. -more- ISSI Release November 3, 2005 Page Two 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 and (iv) automotive electronics. The Company's primary products are high speed and low power SRAM and low and medium density DRAM. The Company also designs and markets EEPROM, SmartCards and is developing selected non-memory products focused on its key markets. ISSI is headquartered in Silicon Valley with worldwide offices in China, Europe, Hong Kong, India, Korea and Taiwan. Visit our web site at www.issi.com. Safe Harbor Statement - --------------------- Certain statements in this news release may be considered forward-looking statements, including statements related to strengthened operating capabilities, being well positioned to compete in the DRAM and SRAM markets, the estimated charge for impairment of investments, and our belief that we are making good progress in non-memory product lines. Such statements are subject to risks and uncertainties. Actual results may differ materially from current expectations due to many factors, including completion of the fiscal 2005 year-end audit, completion of the analysis of impairments on investments, a reduction in average selling prices for the Company's products and a resultant decrease in the Company's gross profit margin, changes in demand for the Company's products or the products in which the Company's products are used, changes in market conditions, inability to expand revenue, inability to effectively reduce expenses, inability to add new products or diversify product lines, order cancellations, and order rescheduling, product warranty claims, competition, the level and value of inventory held by OEM customers or the Company, the Company's ability to secure manufacturing capacity from its foundries, or other factors. Further information that could affect the Company's results is detailed in ISSI's periodic filings with the Securities and Exchange Commission, including its Annual Report on Form 10K for the fiscal year ended September 30, 2004 and its most recent Quarterly Report on Form 10Q for the quarter ended June 30, 2005. -###- Consolidated Statements of Operations and Consolidated Balance Sheet to follow. CONTACT: Gary Fischer President & CFO (408) 969-4612 ir@issi.com INTEGRATED SILICON SOLUTION, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data)
Three Months Ended Year Ended September 30, September 30, ------------------------ ------------------------ 2005 2004 2005 2004 ---------- ---------- ---------- ---------- Net sales $ 61,467 $ 31,124 $ 181,438 $ 181,012 Cost of sales 51,772 39,103 165,693 154,315 ---------- ---------- ---------- ---------- Gross profit (loss) 9,695 (7,979) 15,745 26,697 ---------- ---------- ---------- ---------- Operating expenses: Research and development 4,551 5,302 19,340 20,838 Selling, general and administrative 7,640 3,971 23,308 16,403 In-process technology 849 - 2,764 - ---------- ---------- ---------- ---------- Total operating expenses 13,040 9,273 45,412 37,241 ---------- ---------- ---------- ---------- Operating loss (3,345) (17,252) (29,667) (10,544) Other income (expense), net (4,891) 108 (2,548) 1,238 Gain on sale of investments 1,597 2,134 5,002 10,874 ---------- ---------- ---------- ---------- Income (loss) before income taxes, minority interest and equity in net (income) loss of affiliated companies (6,639) (15,010) (27,213) 1,568 Provision (benefit) for income taxes (293) (9) (267) 488 ---------- ---------- ---------- ---------- Income (loss) before minority interest and equity in net income (loss) of affiliated companies (6,346) (15,001) (26,946) 1,080 Minority interest in net loss of consolidated subsidiaries 136 - 767 - Equity in net income (loss) of affiliated companies (137) (560) (11,913) 2,405 ---------- ---------- ---------- ---------- Net income (loss) $ (6,347) $ (15,561) $ (38,092) $ 3,485 ========== ========== ========== ========== Basic net income (loss) per share $ (0.17) $ (0.43) $ (1.04) $ 0.10 ========== ========== ========== ========== Shares used in basic per share calculation 37,038 36,061 36,663 33,444 ========== ========== ========== ========== Diluted net income (loss) per share $ (0.17) $ (0.43) $ (1.04) $ 0.10 ========== ========== ========== ========== Shares used in diluted per share calculation 37,038 36,061 36,663 36,121 ========== ========== ========== ==========
INTEGRATED SILICON SOLUTION, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data)
Three Months Ended September 30, 2005 ------------------ Net sales $ 61,467 Cost of sales 51,772 Includes charge of $273K for ICSI purchase accounting ------------------ Gross profit (loss) 9,695 ------------------ Operating expenses: Research and development 4,551 Includes charge of $882K to allowance for doubtful accounts Selling, general and administrative 7,640 for amounts due primarily from Delphi Electronics In-process technology 849 Write-off of in-process technology from purchase accounting ------------------ Total operating expenses 13,040 ------------------ Operating loss (3,345) Other income (expense), net (4,891) Includes $4,856K charge for the impairment of investments Gain on sale of investments 1,597 Gain on the sale of investments ------------------ Income (loss) before income taxes, minority interest and equity in net (income) loss of affiliated companies (6,639) Provision (benefit) for income taxes (293) ------------------ Income (loss) before minority interest and equity in net income (loss) of affiliated companies (6,346) Minority interest in net loss of consolidated subsidiaries 136 Equity in net income (loss) of affiliated companies (137) ------------------ Net income (loss) $ (6,347) ================== Basic and diluted net loss per share $ (0.17) ================== Shares used in per share calculation 37,038 ==================
INTEGRATED SILICON SOLUTION, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
September 30, September 30, 2005 2004 ------------- ------------- (unaudited) (1) ASSETS Current assets: Cash and cash equivalents $ 27,484 $ 17,015 Restricted cash 1,500 301 Short-term investments 96,427 120,450 Accounts receivable, net 27,508 26,733 Inventories 60,468 44,718 Other current assets 3,594 1,541 ------------- ------------- Total current assets 215,782 211,957 Property, equipment, and leasehold improvements, net 21,725 5,622 Other assets 45,409 83,285 ------------- ------------- Total assets $ 282,916 $ 300,864 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term debt and notes $ 6,628 $ - Accounts payable 35,705 30,493 Accrued compensation and benefits 2,467 2,431 Accrued expenses 7,029 4,903 ------------- ------------- Total current liabilities 51,829 37,827 Other long-term liabilities 1,793 - ------------- ------------- Total liabilities 53,622 37,827 Minority interest 6,566 - Stockholders' equity: Common stock 4 4 Additional paid-in capital 340,567 336,524 Accumulated deficit (131,935) (93,843) Unearned compensation (17) (218) Accumulated comprehensive income 14,109 20,570 ------------- ------------- Total stockholders' equity 222,728 263,037 ------------- ------------- Total liabilities and stockholders' equity $ 282,916 $ 300,864 ============= =============
(1) Derived from audited financial statements. -----END PRIVACY-ENHANCED MESSAGE-----