-----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, J78kC/JRD5khE9oXzgkmROiPkPQqvc6jhtGOTbwg8L/oiGxd9HiqQEX+tyzTXaFg ekQC8NU0J/cQHuSshCVC8w== 0001036050-98-000672.txt : 19980424 0001036050-98-000672.hdr.sgml : 19980424 ACCESSION NUMBER: 0001036050-98-000672 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980421 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980423 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED CIRCUIT SYSTEMS INC CENTRAL INDEX KEY: 0000874689 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 232000174 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19299 FILM NUMBER: 98599822 BUSINESS ADDRESS: STREET 1: 2435 BLVD OF THE GENERALS CITY: NORRISTOWN STATE: PA ZIP: 19403 BUSINESS PHONE: 6106305300 MAIL ADDRESS: STREET 1: 2435 BLVD OF THE GENERALS CITY: NORRISTOWN STATE: PA ZIP: 19403 8-K 1 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 APRIL 21, 1998 ------------------------------------------ (DATE OF EARLIEST EVENT REPORTED) INTEGRATED CIRCUIT SYSTEMS, INC. ------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) PENNSYLVANIA 0-19299 23-2000174 - ------------------------------ ------------ ------------------ (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 2435 BOULEVARD OF THE GENERALS NORRISTOWN, PENNSYLVANIA 19403 -------------------------------------- --------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (610) 630-5300 ------------------------------------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) - -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 5. OTHER EVENTS On April 21, 1998, Integrated Circuit Systems, Inc. issued a press release announcing its third fiscal quarter earnings. A copy of the press release is attached as Exhibit 99 to this Current Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits: -------- Exhibit No. Exhibit ----------- ------- 99 Press Release dated April 21, 1998. -2- 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 thereunto duly authorized. INTEGRATED CIRCUIT SYSTEMS, INC. By: /s/ Hock E. Tan ----------------------------------- Hock E. Tan Chief Financial Officer and Chief Operating Officer Dated: April 23, 1998 EXHIBIT INDEX ------------- Exhibit No. Exhibit ----------- ------- 99 Press Release dated April 21, 1998. EX-99 2 PRESS RELEASE DATED 04/21/98 EXHIBIT 99 INTEGRATED CIRCUIT SYSTEMS REPORT 76% GAIN IN NET INCOME FOR THIRD QUARTER FISCAL 1998 Valley Forge, PA--April 21, 1998--Integrated Circuit Systems (NASDAQ:ICST) today announced record consolidated income from continuing operations of $6.2 million, or $0.48 per share, for the third fiscal quarter ended March 28, 1998, an increase of 76% over the $3.5 million, or $0.30 per share (excluding a loss from minority interest in equity investment and the in-process R&D charge related to the acquisition of MicroClock), reported for the same period last fiscal year. This represents a sequential gain of 7% over the net income of $0.45 per share in the preceding second quarter of fiscal 1998. Consolidated revenue for the third fiscal quarter was also a record $43.5 million, a gain of 73% from that reported for the same period last fiscal year, reflecting a 56% increase in shipments of frequency timing products and a three- fold improvement in networking revenue. As compared to the preceding quarter, consolidated revenue marginally increased. Consolidated gross margin during the quarter was flat compared to the preceding quarter and the same period a year ago reflecting product cost decline in networking transceivers and continuing strong profitably in frequency timing products. Spending in R&D increased over 58% from a year ago as the Company continued to expand vigorously in new product development. Tight cost management, however, maintained operating expenses at 24% of revenue (same as the preceding quarter) and reduced from 27% a year ago (less one time charges). Income before taxes and discontinued operations (excluding one time charges) increased 81% compared to that of a year ago. While this was flat sequentially, because of reduced tax expense, per share income from continuing operations improved 7% over that of the preceding quarter. Compared to the same quarter a year ago, per share income from continuing operations (excluding one time charges) increased 60%. "Our revenue and earnings performance during the nine month-period to date of the current fiscal year has significantly exceeded our expectations. We believe this has reflected extremely strong acceptance and demand for our products among our customers in the PC, networking and consumer electronics industry worldwide", stated Henry Boreen, Chairman & CEO of the Company. "At this time, our frequency timing products business continues to be strong. On the other hand, we have recently experienced increased competition in the market for single channel 10/100mb LAN transceivers, which has led to cancellation of orders and severe price erosion for this product line. While recent market acceptance of several new frequency timing products for multimedia and communication applications has been positive, we do not expect these new frequency timing products to deliver sufficient revenue and earnings in the fourth quarter to offset expected declines from networking transceivers." ### Integrated Circuit Systems, Inc. is a manufacturer of integrated circuit products focusing on the design and marketing of mixed signal integrated circuits for frequency timing, multimedia and data communications applications. The Company is headquartered in Valley Forge, Pennsylvania, with a major facility in San Jose, California. This news release discusses primarily historical information. Statements included in this release, to the extent they are forward looking, involve a number of risks and uncertainties related to competitive factors, technological developments and market demand. Further information on these and other potential factors that could affect the Company's financial results can be found in the Company's Form 10K for its fiscal year ended June 28, 1997.
THREE MONTHS ENDED NINE MONTHS ENDED MAR. 28 MAR. 29 MAR. 28 MAR. 29 ------------------------------------------------------------ 1998 1997 1998 1997 ------------------------------------------------------------ Revenues $43,545 $ 25,120 $125,174 $73,946 Cost of Sales 23,977 13,503 68,486 43,458 ------------------------------------------------------------ Gross margin 19,568 11,617 56,688 30,488 Expenses: Research and development 5,540 3,500 15,097 9,666 Selling, general & administrative 4,899 3,145 15,068 11,280 In process research and development - 11,196 11,196 Goodwill amortization 59 194 175 324 Other income (644) (591) (1,645) (1,370) Minority interest and equity investment income - 317 - 309 ------------------------------------------------------------ Income before income taxes and discontinued operations 9,714 (6,144) 27,993 (817) ------------------------------------------------------------ Income taxes 3,506 1,835 10,723 3,428 ------------------------------------------------------------ Income from continuing operations 6,208 (7,979) 17,270 (4,245) Income (loss) from discontinued operations - (2,846) - (3,705) ------------------------------------------------------------ Net income $ 6,208 $(10,825) $ 17,270 $(7,950) ============================================================ Basic: Income from continuing operations 0.50 (0.68) 1.40 (0.37) Income (loss) from discontinued operations - (0.24) - (0.32) ------------------------------------------------------------ Net income per common share 0.50 (0.92 1.40 (0.69) ============================================================ Diluted: Income from continuing operations 0.48 (0.68) 1.30 (0.37) Income (loss) from discontinued operations - (0.24) - (0.32) ------------------------------------------------------------ Net income per common share 0.48 (0.92) 1.30 (0.69) ============================================================ Basic common and common equivalent shares 12,326 11,771 12,347 11,474 ============================================================ Diluted common and common equivalent shares 13,066 11,771 13,270 11,474 ============================================================
INTEGRATED CIRCUIT SYSTEMS, INC. CONDENSED CONSOLIDATED BALANCE SHEET (IN THOUSANDS)
MAR. 28, JUNE 28, 1998 1997 ----------------------- (Unaudited) ASSETS Current Assets: Cash and marketable securities $ 36,766 $26,406 Accounts receivable, net 23,171 20,690 Inventory, net 16,547 13,542 Other current assets 4,449 5,574 ----------------------- Total current assets 80,933 66,212 ======================= Property and equipment, net 18,292 14,104 Deposits 7,864 8,000 Other assets, net 2,117 2,306 ----------------------- Total assets $109,206 $90,622 ======================= LIABILITIES AND SHAREHOLDER'S EQUITY Current Liabilities: Current portion of long-term obligations $ 196 $ 206 Accounts payable 15,030 12,565 Accrued expenses and other current liablities 5,395 5,181 ----------------------- Total current liabilities 20,621 17,952 ======================= Long-term debt, less current portion 1,411 1,503 Other long term liabilities 1,171 1,020 ----------------------- Total liabilities 23,203 20,475 ======================= Shareholders' Equity: Common stock 56,244 45,366 Treasury stock (15,921) (3,749) Retained earnings 45,802 28,531 Translation adjustment (122) (1) ----------------------- Total shareholders' equity 86,003 70,147 ----------------------- Total liabilities and shareholders' equity $109,206 $90,622 =======================
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