-----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, Jt08wllC+i+J1m6G/WUOlTtalA86AQrV5yXTe14fgWnsYYEFupyFoUxrOkBbYnj2 6JOU5O1KizofauCfMRgf6Q== 0001275287-06-000484.txt : 20060130 0001275287-06-000484.hdr.sgml : 20060130 20060130162033 ACCESSION NUMBER: 0001275287-06-000484 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060130 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060130 DATE AS OF CHANGE: 20060130 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: 06562224 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 is4645.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): January 30, 2006 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 January 30, 2006, we announced the results of our operations for the fiscal quarter ended December 31, 2005. The complete release is attached to this report as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. 99.1 Press Release dated January 30, 2006. 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: January 30, 2006 /s/ JIMMY S.M. LEE ------------------------------------- Jimmy S.M. Lee President and Chief Executive Officer INDEX TO EXHIBITS 99.1 Press Release dated January 30, 2006 EX-99.1 2 is4645ex991.txt EXHIBIT 99.1 Exhibit 99.1 ISSI ANNOUNCES FIRST QUARTER FISCAL YEAR 2006 RESULTS SANTA CLARA, Calif., Jan. 30 /PRNewswire-FirstCall/ -- Integrated Silicon Solution, Inc. (Nasdaq: ISSI) today reported its financial results for the first fiscal quarter ended December 31, 2005. Revenue in the first fiscal quarter ending December 31, 2005 was $51.1 million, compared with $61.5 million in the September 2005 quarter and $30.6 million in the December 2004 quarter. The reported net loss of ($3.7) million or ($0.10) per diluted share includes a $3.6 million inventory write-down, a $1.0 million charge for FAS 123R stock option expense, and a $0.2 million charge for a write-down of in-process technology as a result of acquiring additional shares of ICSI. These results compare with a net loss for the December 2004 quarter of $13.3 million or ($0.37) per share on a diluted share basis which included an inventory write-down of $9.6 million or ($0.26) per share. "We did see a drop in our DRAM average selling prices during the December quarter," said Jimmy Lee, ISSI's Chairman and CEO. "This hurt the revenue line. However, December 2005 quarterly revenue was 67% greater than December 2004 quarterly revenue as a result of our acquisition of ICSI. We are very pleased with how the acquisition is going and believe we are well-positioned for the future." 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, wireless chipsets, 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. Conference Call A conference call will be held today at 1:30 p.m. Pacific time to discuss this release. To access ISSI's conference call via telephone, dial 719-457-2680 by 1:20 p.m. Pacific time. The call will be webcast from ISSI's website at www.issi.com. Safe Harbor Statement The statements in this press release regarding how the acquisition of ICSI is going and being well-positioned for the future are forward-looking statements that are subject to risks. Our actual results may differ materially from current expectations due to many factors, including our ability to retain the revenue and customers of ICSI, our ability to effectively transfer work assignments from the U.S. to Asia, our ability to reduce operating expenses, de-stabilizing supply and demand conditions in the market place, reductions in average selling prices, changes in manufacturing yields, order cancellations, order rescheduling, product warranty claims, competition, the level and value of inventory held by OEM customers, or other factors. Furthermore, the purchase accounting and valuation information in this release regarding the acquisition of additional shares of ICSI are preliminary and are subject to further review by the Company, its advisors, and its auditors. The valuation numbers could be changed as a result of further review. Stockholders of ISSI are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. ISSI does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances, or new information after this January 30, 2006 press release, or to reflect the occurrence of unanticipated events. Further information that could affect the Company's results is detailed in ISSI's periodic filings with the Securities and Exchange Commission, including its report on Form 10K for the year ended September 30, 2005. Consolidated Statement of Operations and Consolidated Balance Sheet to follow. Integrated Silicon Solution, Inc. Condensed Consolidated Statements of Operations (Unaudited) (In thousands, except per share data)
Three Months Ended December 31, --------------------------- 2005 2004 ------------ ------------ Net sales $ 51,093 $ 30,575 Cost of sales 43,710 36,351 Gross profit (loss) 7,383 (5,776) Operating expenses: Research and development 5,626 5,090 Selling, general and administrative 6,478 4,221 Acquired in-process technology charge 175 -- Total operating expenses 12,279 9,311 Operating loss (4,896) (15,087) Interest and other income (expense), net 1,049 606 Gain on sale of investments -- 2,370 Loss before income taxes, minority interest and equity in net loss of affiliated companies (3,847) (12,111) Provision for income taxes 62 1 Loss before minority interest and equity in net loss of affiliated companies (3,909) (12,112) Minority interest in net loss of consolidated subsidiary 424 95 Equity in net loss of affiliated companies (223) (1,314) Net loss $ (3,708) $ (13,331) Basic and diluted net loss per share $ (0.10) $ (0.37) Shares used in per share calculation 37,240 36,231
Integrated Silicon Solution, Inc. Condensed Consolidated Balance Sheets (In thousands)
December 31, September 30, 2005 2005 (unaudited) (1) ------------ ------------- ASSETS Current assets: Cash and cash equivalents $ 32,627 $ 27,484 Restricted cash 152 301 Short-term investments 77,346 96,427 Accounts receivable, net 28,686 28,508 Inventories 69,120 60,468 Other current assets 4,701 3,594 Total current assets 212,632 216,782 Investments 7,093 9,182 Property, equipment, and leasehold improvements, net 22,031 21,725 Goodwill 21,561 20,232 Purchased intangible assets, net 6,194 6,142 Other assets 9,382 10,053 Total assets $ 278,893 $ 284,116 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term debt and notes $ 12,328 $ 6,628 Accounts payable 37,702 35,705 Accrued compensation and benefits 3,302 2,467 Accrued expenses 8,429 8,029 Total current liabilities 61,761 52,829 Other long-term liabilities 1,777 1,793 Total liabilities 63,538 54,622 Minority interest 4,811 6,566 Stockholders' equity: Common stock 4 4 Additional paid-in capital 341,933 340,567 Accumulated deficit (135,443) (131,735) Unearned compensation (14) (17) Accumulated comprehensive income 4,064 14,109 Total stockholders' equity 210,544 222,928 Total liabilities and stockholders' equity $ 278,893 $ 284,116
(1) Derived from audited financial statements. SOURCE Integrated Silicon Solution, Inc. -0- 01/30/2006 /CONTACT: Gary Fischer, Acting CFO of Integrated Silicon Solution, Inc., +1-408-969-4612 or ir@issi.com/ /Web site: http://www.issi.com / -----END PRIVACY-ENHANCED MESSAGE-----