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

July 29, 2003

(Date of earliest event reported)

INTEGRATED CIRCUIT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-19299	23-2000174
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer 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)

Not Applicable

(Former name former address and former fiscal year,

if changed since last report)

Item 7.    FINANCIAL STATEMENTS AND EXHIBITS.

(c)	Exhibits
99.1	Press Release issued by Integrated Circuit Systems, Inc. dated as of July 29, 2003
99.2	Supplemental Financial Information disclosed on July 29, 2003

Item 12.    DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 29, 2003, Integrated Circuit Systems, Inc. issued a press release and held a broadly accessible conference call to discuss its financial results for the fiscal year end and fourth quarter ended June 28, 2003. A copy of the press release is attached hereto as Exhibit 99.1. Exhibit 99.2 attached hereto sets forth financial information discussed on the conference call that was not included in the press release. The disclosure in this Current Report, including the exhibits hereto, of any financial information shall not constitute an admission that such information is material.

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in the Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Use of Non-GAAP Financial Information

We have provided certain non-GAAP financial measures as additional information relating to our operating results for the fiscal year ended June 28, 2003. Our management believes that the presentation of these measures provides useful information to investors regarding certain additional financial and business trends relating to its financial condition and results of operations. The non-GAAP financial information presented has been adjusted to exclude certain non-recurring special charges relating to our acquisition made in that period. These measures are not in accordance with, or an alternative to, generally accepted accounting principles and may be different from non-GAAP measures used by other companies.

Pursuant to the requirements of Regulation G, we have provided in the press release filed as Exhibit 99.1 hereto a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

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.

Date: July 30, 2003	INTEGRATED CIRCUIT SYSTEMS, INC.
	By:	/S/    Justine F. Lien
		Justine F. Lien Vice President and CFO

INTEGRATED CIRCUIT SYSTEMS, INC.

INDEX TO EXHIBITS FILED WITH THE CURRENT REPORT ON FORM 8-K

Exhibit	Description
99.1	Press Release issued by Integrated Circuit Systems, Inc. dated July 29, 2003.
99.2	Supplemental Financial Information

EX-99.1

Exhibit 99.1

Integrated Circuit Systems, Inc.

Corporate Headquarters

2435 Boulevard of the Generals

Norristown, PA 19403

Phone: 610-630-5300

Fax: 610-630-5399

Web Site: http://www.icst.com

Company Contact:

Justine Lien, CFO

Integrated Circuit Systems, Inc.

610-630-5300

INTEGRATED CIRCUIT SYSTEMS, INC. REPORTS FISCAL YEAR 2003

Revenues up 32% and Operating Income up 55% Year over Year

Norristown, PA—July 29, 2003—Integrated Circuit Systems, (Nasdaq: ICST), today announced results for the fourth quarter and fiscal year ended June 28, 2003. Financial performance for the quarter and the year were strong with the company slightly exceeding guidance given in April 2003 for the quarter and growing yearly revenue 32% from fiscal year 2002. Compared to the previous quarter, gross margin grew 140 basis points, which contributed to an operating margin of 29.4% and an EPS of $0.23.

($Millions, except EPS)

	Q4 FY 2003		Q4 FY 2002		Y-Y GROWTH		Q3 FY 2003		Q-Q GROWTH
Revenue	$	61.1	$	55.1	11	%	$	60.9	—
Gross Margin	$	37.2	$	33.2	12	%	$	36.1	3	%
Operating Income	$	17.9	$	12.5	44	%	$	17.9	—
Fully Diluted EPS	$	0.23	$	0.17	34	%	$	0.22	5	%

Shipments to the games console, set-top box and ADSL markets contributed to the marginal revenue increase from last quarter and offset the normal seasonal decline in PC clock demand.

Breakdown of revenue in our key markets is as follows.

Revenues

	Q4 FY2003 % of revenue		Q4 FY2002 % of revenue		Y-Y Growth		Q3 FY2003 % of revenue		Q-Q Growth
PC	44	%	44	%	12	%	48	%	-7	%
Digital Consumer	16	%	18	%	—		15	%	10	%
Communications	30	%	29	%	12	%	28	%	5	%
Military	10	%	9	%	18	%	9	%	8	%

Gross margin for the June 2003 quarter was 60.8% compared to 59.4% in the March 2003 quarter and 60.2% in June 2002 quarter. The gross margin expanded sequentially as product mix shifted to higher margin digital consumer and communications products. Operating expenses grew slightly as the company continued to invest in technical expertise in engineering, marketing and direct sales. Other Income for the quarter included gains from a partial sale of the company’s ownership in Maxtek Technologies bringing total ownership down to 5%. Net income for the quarter was $16.2 million and earnings per share of $0.23 for the June 2003 quarter versus $11.7 million and $0.17 earnings per share for the same period last year and $15.3 million and $0.22 earnings per share for the prior period.

Hock Tan, President and CEO said, “This has been a tremendous growth year for ICS as we have increased our revenues by penetrating new markets with our technology. Earnings year over year have grown faster than revenue as we continue to improve our operating model.”

“We did well in the DDR and games console markets in fiscal 2003 and are well positioned with design wins in multiple end markets such as digital still cameras, servers, storage area networks, and 10 gigabit networking. These areas of penetration will help ICS continue to grow in fiscal 2004.”

($Millions, except EPS)

	FY 2003		FY2002(1)		Y-Y GROWTH
Revenue	$	241.8	$	182.7	32	%
Gross Margin	$	144.1	$	107.6	34	%
Operating Income	$	70.0	$	45.2	55	%
Fully Diluted EPS	$	0.87	$	0.60	45	%

(1) FY2002 information (other than revenue) is presented on a pro forma basis to exclude certain special charges relating to an acquisition. See reconciliation to comparable GAAP financial measures below.

The company reported revenues of $241.8 million for fiscal year 2003, a 32% increase in revenue based on growth in all our markets, PC, Digital Consumer, Communications and Military. Gross margin for the year was 59.6% versus 58.2% last fiscal year, as the product mix shifted toward higher margin markets and a continuing effort to decrease material cost. Operating Income grew 55% year over year as operating expense control remains a priority. Net Income for fiscal 2003 was $61.1 million and earnings per share of $0.87 versus proforma net income of $41.9 million and $0.60 earnings per share, a 45% increase year over year.

Fourth Quarter Fiscal 2003 Conference Call

ICS will host a conference call to discuss the earnings results for the fourth quarter and fiscal year 2003 at 8:30 a.m. EDT on Tuesday, July 29, 2003. The company will also discuss its strategic direction and market conditions. Any interested parties are invited to listen to the conference call by dialing (877) 405-3430 or (706) 634-6397 for international callers. The call will also be broadcast via the Internet and can be accessed from ICS’s corporate website at the address www.icst.com.

About ICS

Integrated Circuit Systems, Inc. is a leader in the design, development and marketing of silicon timing devices for communications, networking, computing and digital multimedia applications. The Company is headquartered in Norristown, PA, with key facilities in San Jose, CA; Tempe, AZ; Worcester, MA and Singapore.

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 10-K filed on September 11, 2002.

INTEGRATED CIRCUIT SYSTEMS, INC.

CONSOLIDATED OPERATING RESULTS

	Unaudited Three Months Ended							Twelve Months Ended
	June 28, 2003		June 29, 2002			Mar. 29, 2003		June 28, 2003		June 29, 2002
(In thousands)
REVENUES	$	61,094	$	55,125		$	60,853	$	241,762	$	182,654
Cost of sales		23,934		21,944			24,709		97,665		76,304
Gross Margin		37,160		33,181			36,144		144,097		106,350
Expenses:
Research and development		9,213		8,662			8,772		35,006		29,239
Selling, general and administrative		9,181		11,093			8,678		34,957		30,720
In process research and development		—		—			—		—		2,900
Deferred compensation		243		472			244		1,781		1,433
Amortization of intangibles		575		500			575		2,300		1,000
		19,212		20,727			18,269		74,044		65,292
Operating income		17,948		12,454			17,875		70,053		41,058
Other income (expense)		789		(90	)		28		1,488		2,092
Income before income taxes		18,737		12,364			17,903		71,541		43,150
Income taxes		2,576		632			2,626		10,465		5,372
Net income	$	16,161	$	11,732		$	15,277	$	61,076	$	37,778
Pro forma net income	$	16,161	$	11,732		$	15,277	$	61,076	$	41,930
Basic EPS
Net income (1)	$	0.23	$	0.18		$	0.22	$	0.90	$	0.63
Diluted EPS
Net income (1)	$	0.23	$	0.17		$	0.22	$	0.87	$	0.60
Weighted Shares
Basic		68,968		66,858			68,155		67,898		66,500
Diluted		71,737		69,978			70,879		70,564		70,192
Supplemental operating results:
Capital expenditures	$	3,018	$	680		$	776	$	5,722	$	3,428
Depreciation and amortization	$	2,049	$	2,067		$	2,050	$	8,583	$	6,912

(1) FY2002 net income per share is provided on a pro forma basis, removing certain non-recurring acquisition items relating to the purchase of MicroNetworks Corporation.

INTEGRATED CIRCUIT SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(in thousands, excluding Other Financial Data)	June 28, 2003			June 29, 2002
ASSETS
Current Assets:
Cash and marketable securities	$	123,038		$	110,521
Accounts receivable, net		31,501			28,741
Inventory, net		15,822			18,556
Deferred and prepaid taxes		17,397			7,972
Other current assets		11,151			13,705
Total current assets		198,909			179,495
Property and equipment, net		16,731			18,324
Long term investments		30,000			—
Investment in Maxtek Technologies		2,000			4,000
Intangibles		30,100			32,400
Goodwill		39,230			41,575
Other assets, net		289			598
Total assets	$	317,259		$	276,392
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term obligations	$	10,059		$	13,744
Accounts payable		10,836			11,416
Accrued expenses and other current liabilities		12,378			25,272
Total current liabilities		33,273			50,432
Long-term debt, less current portion		—			28,514
Other long term liabilities		12,477			13,475
Total liabilities		45,750			92,421
Shareholders’ Equity:
Common stock		713			678
Additional paid in capital		259,114			227,531
Retained earnings/(accumulated deficit)		28,625			(32,451	)
Deferred compensation		(731	)		(3,988	)
Treasury stock		(16,212	)		(7,799	)
Total shareholders’ equity		271,509			183,971
Total liabilities and shareholders’ equity	$	317,259		$	276,392
OTHER FINANCIAL DATA:
Days sales outstanding		47			47
Inventory turns		5.4			4.7

INTEGRATED CIRCUIT SYSTEMS, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Supplemental Financial Information

Reconciliation of Gross Margin to Pro Forma Gross Margin

(in thousands)

(unaudited)

	Twelve Months Ended
	June 28, 2003		June 29, 2002
Gross margin	$	144,097	$	106,350
Add: Inventory step up		—		1,252
Pro forma gross margin	$	144,097	$	107,602

Reconciliation of Operating Income to Pro Forma Operating Income

(in thousands)

(unaudited)

	Twelve Months Ended
	June 28, 2003		June 29, 2002
Operating income	$	70,053	$	41,058
Add: Inventory step up		—		1,252
Add: In-process research and development expenses		—		2,900
Pro forma operating income	$	70,053	$	45,210

Reconciliation of Net Income to Pro Forma Net Income and Diluted Pro Forma EPS:

(in thousands)

(unaudited)

	Twelve Months Ended
	June 28, 2003		June 29, 2002
Net income	$	61,076	$	37,778
Add: Inventory step up		—		1,252
Add: In-process research and development expenses		—		2,900
Pro forma net income	$	61,076	$	41,930
Diluted EPS:
Diluted net income	$	0.87	$	0.54
Diluted pro forma net income		0.87		0.60
Diluted weighted shares		70,564		70,192

EX-99.2

EXHIBIT 99.2     SUPPLEMENTAL FINANCIAL INFORMATION

The following additional financial information was disclosed in our broadly accessible conference call on July 29, 2003:

Business Outlook:

Revenues are expected to increase 5-8% in our first quarter of fiscal 2004 in comparison to our fourth quarter of fiscal 2003. Gross margin is expected to decrease by 100 to 140 basis points due to sales from lower margin products. In comparison to the fourth quarter of fiscal 2003, we expect operating expenses to be flat for the September quarter. Selling, general and administrative expenses should be relatively flat. We are expecting our earnings per share to be $0.24 in our September quarter.

Business Updates:

In the first week of July, past our year end, we divested an additional 1.0 million shares of our investment in Maxtek Technology Inc, a distributor in Taiwan. This reduces our ownership to 2.5%.