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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): OCTOBER 21, 1999
LSI LOGIC CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-11674 94-2712976
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1551 MCCARTHY BOULEVARD
MILPITAS, CALIFORNIA 95035
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(408) 433-8000
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
The information that is set forth in the Registrant's Press Release
dated October 21, 1999 is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Text of Press Release dated October 21, 1999
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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.
LSI LOGIC CORPORATION
A Delaware Corporation
Dated: October 22, 1999 By: /s/ David E. Sanders
---------------------------------------
David E. Sanders
Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Text of Press Release dated October 21, 1999.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE October 21, 1999
Contacts:
Investor Relations Media Relations
Diana Matley Kevin Brett
408-433-4365 408-433-7150
CC99-57
LSI Logic Reports Record Q3 Revenues
--1999 THIRD QUARTER FINANCIAL HIGHLIGHTS--
- - Record Q3 revenues of $540 million; up 36 percent compared to Q3 1998.
- - Seventh quarter of sequential revenue growth; Q3 revenues up 8 percent from
$501 million in Q2 1999.
- - Diluted per share EBG* was 35 cents, compared to First Call consensus estimate
of 30 cents.
- - Gross margin improves 250 basis points to 39.7 percent in Q3 from 37.2 percent
in Q2.
- - Operating expenses as a percent of revenue declined from 27.5 percent in Q2 to
25.7 percent in Q3. Fourth consecutive quarter of declining operating
expenses.
- - Cash and short-term investments grew more than $100 million sequentially to
$457 million in Q3 from $345 million in Q2.
* Earnings before goodwill amortization and special items.
<PAGE> 2
LSI Logic Reports 36 Percent Q3 Revenue Growth Over Q3 1998
MILPITAS, CALIFORNIA - LSI Logic Corporation (NYSE:LSI) today reported 1999
third quarter revenues of $540 million, a 36 percent increase over the $397
million posted in the third quarter of 1998.
The 1999 third quarter revenues were also 8 percent higher than the $501 million
reported in the second quarter of this year, marking the seventh quarter of
sequential sales growth. All LSI Logic operating divisions reported sequential
revenue growth from the second to the third quarter.
Net income before amortization of goodwill and other special items (EBG) was $55
million or 35 cents a diluted share, up from $31 million or 21 cents a diluted
share in the second quarter. The third quarter EBG net income figure represented
an increase of 139 percent over the $23 million or 16 cents a diluted share in
the third quarter of 1998.
Gross margin improved 250 basis points to 39.7 percent in the third quarter from
the 37.2 percent in the second quarter, and 480 basis points from the 34.9
percent in the first quarter of the year.
Operating expenses, excluding goodwill amortization, declined to 25.7 percent of
total revenues in the second quarter from 27.5 percent in the third quarter.
Cash and short-term investments grew more than $100 million to $457 million in
the third quarter of the year from $345 million in the second quarter, and $166
million from $291 million in the first quarter.
"Our solid financial performance reflected across-the-board improvements in all
of our operating units," said Wilfred J. Corrigan, LSI Logic chairman and chief
executive officer. "The company also benefited from increased factory
utilization in the third quarter, which contributed to an expansion of our gross
margin. We are well positioned for continued growth in the fourth quarter."
Corrigan said the Taiwan earthquake had negligible impact on LSI Logic's
business. "Customers are requiring their suppliers to demonstrate that their
products can be produced in more than one geographic location," said Corrigan.
"That's exactly why LSI Logic maintains advanced manufacturing operations in
Oregon, Japan, Colorado and California as well as foundry relationships in East
Asia."
-more-
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LSI LOGIC GLOBAL MARKET OVERVIEW
"LSI Logic's revenue of $1.50 billion in the first three quarters of this year
has already nearly equaled the $1.51 billion in annual revenue reported in
1998," said Doug Norby, LSI Logic executive vice president and chief financial
officer. "The results of the first three quarters of the year demonstrate that
the company is exceeding its financial targets."
"The rapid growth of the Internet infrastructure is proving to be a magnet for
our highly integrated system-on-a-chip solutions," said John Daane, LSI Logic
executive vice president of Communications, Computer and ASIC Products. "New
design wins for our system-on-a-chip solutions were strong in the third quarter,
setting a record for projected revenues per program."
"The third quarter reflected strength in both satellite set-top boxes and video
games," said Elie Antoun, LSI Logic executive vice president of Consumer
Products. "Sales of our single-chip solution for DVD doubled in the third
quarter as the product is now shipping in volume to multiple customers."
"The Storage Systems division produced record revenues and bookings in the third
quarter as the growth of the Internet drove the demand for LSI Logic's storage
systems solutions," said Tom Georgens, LSI Logic senior vice president for
Storage Systems.
THIRD QUARTER 1999 BUSINESS AND TECHNOLOGY HIGHLIGHTS
- - Dataquest named LSI Logic as the number one worldwide merchant market share
leader for both standard cells and total ASIC products in 1998. Aided in part
by the 1998 Symbios acquisition, LSI Logic's total ASIC revenues grew by 29
percent, the largest annual growth among market leaders.
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- - LSI Logic announced the addition of an embedded FPGA core into the company's
CoreWare(R) library for high-volume programmable applications. The addition of
embedded FPGA capability provides designers with both FPGA flexibility and the
ASIC/ASSP advantages of lower cost, reduced size, lower power and higher
performance.
- - LSI Logic announced a licensing strategy for the new ZSP(TM) digital signal
processor (DSP) architecture. LSI Logic's high-performance DSP is available to
customers either as an intellectual property core or as a standard product.
- - LSI Logic Storage Systems, Inc. concluded a multi-year agreement with the
Hewlett-Packard Company to supply advanced fibre channel storage array
controller technology for integration into HP storage solutions.
- - LSI Logic and Hana Technologies Ltd. announced that Hana will license LSI
Logic's Enhanced Plastic Ball Grid Array (EPBGA) and Chip Scale Package (CSP)
technologies. The Hana endorsement is another step toward establishing LSI
Logic's packaging technology as an industry standard.
- - LSI Logic introduced the CW1008, an ARM7TDMI-based processor core, which is
available as part of LSI Logic's extensive CoreWare(R) library.
- - LSI Logic announced the AMCU silicon development platform, a fully integrated
microprocessor device specifically targeted at easing development of embedded
ARM7TDMI ASIC designs.
SAFE HARBOR FOR FORWARD LOOKING STATEMENTS: Statements in this news release
include forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the Securities and
Exchange Act of 1934, as amended. The company's actual results in future periods
may be materially different from any performance suggested in this news release.
Risks and uncertainties to which the company is subject may include, but may not
necessarily be limited to fluctuations in the timing and volumes of customer
demand and the achievement of revenue objectives by the company. Other risks and
uncertainties include, but are not necessarily limited to the timing and success
of new product introductions. The extent to which the company's plans for future
cost reductions are realized also may impact its future performance. The company
operates in an industry sector where securities values are highly volatile and
may be influenced by economic and other factors beyond the company's control. In
the context of forward-looking information provided in this news release,
reference is made to the discussion of risk factors detailed in the company's
filings with the Securities and Exchange Commission during the past 12 months.
LSI Logic Corporation (NYSE:LSI), The System on a Chip Company(R), is a leading
supplier of custom high-performance semiconductors with operations worldwide.
The company enables customers to build complete systems on a single chip with
its CoreWare(R) design program, thereby increasing performance, lowering system
costs and accelerating time to market. LSI Logic develops application-optimized
products in partnership with trendsetting customers and operates leading-edge,
high-volume manufacturing facilities to produce submicron chips. The company
maintains a high level of quality, as demonstrated by its ISO 9002
certifications. LSI Logic is headquartered at 1551 McCarthy Boulevard, Milpitas,
CA 95035, 408-433-8000, www.lsilogic.com.
Editor's Notes:
1. The LSI Logic logo design, The System on a Chip Company and CoreWare are
registered trademarks of LSI Logic Corporation.
2. All other brand or product names may be trademarks or registered trademarks
of their respective companies.
3. Reader inquiries should be directed to 800-574-4286 within the US and Canada,
or 32-11-300351 within Europe, or 408-433-7700 for all other countries. Ask
for Dept. CPNR14.
# # # # # #
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LSI LOGIC CORPORATION
PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
----------------------------- -----------------------------
Sept 30, Sept 30, Sept 30, Sept 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ 539,959 $ 396,871 $ 1,504,588 $ 1,065,873
----------- ----------- ----------- -----------
Costs and expenses:
Cost of revenues 325,785 225,400 942,074 592,792
Research and development 71,878 79,301 223,447 210,158
Selling, general and administrative 66,881 61,146 191,153 158,747
----------- ----------- ----------- -----------
Total costs and expenses 464,544 365,847 1,356,674 961,697
----------- ----------- ----------- -----------
Income from operations 75,415 31,024 147,914 104,176
Interest expense (9,404) (6,028) (29,604) (6,203)
Interest income and other 7,006 5,503 11,201 18,983
----------- ----------- ----------- -----------
Income before income taxes 73,017 30,499 129,511 116,956
Provision for income taxes 18,254 7,625 32,378 29,239
----------- ----------- ----------- -----------
Pro forma net income $ 54,763 $ 22,874 $ 97,133 $ 87,717
----------- ----------- ----------- -----------
Pro forma earnings per share:
Basic $ 0.37 $ 0.16 $ 0.67 $ 0.61
----------- ----------- ----------- -----------
Diluted $ 0.35 $ 0.16 $ 0.64 $ 0.61
----------- ----------- ----------- -----------
Shares used in computing per share amounts:
Basic 146,767 143,159 145,514 142,852
----------- ----------- ----------- -----------
Diluted 166,471 144,617 152,023 144,858
----------- ----------- ----------- -----------
</TABLE>
Pro forma net income is intended to present the Company's operating results,
excluding amortization of goodwill and special items, for the three and
nine-month periods ended September 30, 1999 and 1998.
During the three-month period ended September 30, 1999, the special item was
reversal of a portion of restructuring reserves originally established in the
third quarter of 1998 due to changes in management's estimates. During the
nine-month period ended September 30, 1999, the special items also included
acquired in-process research and development related to the acquisition of a
non-public technology company, expenses related to effecting a business
combination with Seeq Technology, Inc. and the cumulative effect of change in
accounting principle in addition to the reversal of the restructuring reserves.
During the three and the nine month periods ended September 30, 1998, special
items included acquired in-process research and development related to the
acquisition of Symbios, Inc. and restructuring charges. Other special items
primarily consisted of the impairment of stock investments, write-offs of assets
not relating to restructuring and litigation settlement costs. Note that the
provision for income taxes for the pro forma statements was calculated using the
Company's normal 25% tax rate for the periods presented.
A reconciliation from pro forma net income to the reported results is presented
on the following page. The format presented above is not in accordance with
Generally Accepted Accounting Principles
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LSI LOGIC CORPORATION
RECONCILIATION OF PRO FORMA NET INCOME TO REPORTED RESULTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------- -------------------------
Sept 30, Sept 30, Sept 30, Sept 30,
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Pro forma net income $ 54,763 $ 22,874 $ 97,133 $ 87,717
--------- --------- --------- ---------
Amortization of goodwill and special items:
Amortization of goodwill (11,767) (7,338) (34,789) (10,110)
Acquired in-process research and development -- (145,500) (4,600) (145,500)
Restructuring of operations and other
non-recurring charges 7,934 (75,400) 2,063 (75,400)
Other special items -- (28,898) -- (28,898)
Tax benefit 994 22,232 5,958 22,956
--------- --------- --------- ---------
Total amortization of good will and
special items (2,839) (234,904) (31,368) (236,952)
Income/(loss) before cumulative effect of
change in accounting principle 51,924 (212,030) 65,765 (149,235)
Cumulative effect of change in accounting principle -- -- (91,774) --
--------- --------- --------- ---------
Net income/(loss) $ 51,924 ($212,030) ($ 26,009) ($149,235)
--------- --------- --------- ---------
Basic earnings per share:
Pro forma net income $ 0.37 $ 0.16 $ 0.67 $ 0.61
Amortization of goodwill and special items (0.02) (1.64) (0.22) (1.65)
--------- --------- --------- ---------
Income/(loss) before cumulative effect
of change in accounting principle 0.35 (1.48) 0.45 (1.04)
Cumulative effect of change in
accounting principle -- -- (0.63) --
--------- --------- --------- ---------
Net income/(loss) $ 0.35 ($ 1.48) ($ 0.18) ($ 1.04)
--------- --------- --------- ---------
Diluted earnings per share:
Pro forma net income $ 0.35 $ 0.16 $ 0.64 $ 0.61
Amortization of goodwill and special items (0.02) (1.64) (0.21) (1.65)
--------- --------- --------- ---------
Income/(loss) before cumulative effect
of change in accounting principle 0.33 (1.48) 0.43 (1.04)
Cumulative effect of change in accounting
principle -- -- (0.60) --
--------- --------- --------- ---------
Net income/(loss) $ 0.33 ($ 1.48) ($ 0.17) ($ 1.04)
--------- --------- --------- ---------
Shares used in computing per share amounts:
Basic 146,767 143,159 145,514 142,852
--------- --------- --------- ---------
Diluted 166,471 143,159 * 152,023 142,852 *
--------- --------- --------- ---------
</TABLE>
* The difference between diluted shares for purposes of computing diluted
earnings per share and pro forma earnings per share relates to common
equivalent shares of 1,458 and 2,006 for the three and nine month
periods ended September 30, 1998, respectively, which are excluded from
diluted earnings per share because of their antidilutive effect. Common
equivalents in the either period did not significantly impact earnings
per share.
<PAGE> 7
LSI LOGIC CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
---------------------------- ----------------------------
Sept 30, Sept 30, Sept 30, Sept 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $539,959 $396,871 $1,504,588 $1,065,873
----------- ----------- ----------- -----------
Costs and expenses:
Cost of revenues 325,785 225,400 942,074 592,792
Research and development 71,878 79,301 223,447 210,158
Selling, general and administrative 66,881 61,146 191,153 158,747
Acquired in-process research and development -- 145,500 4,600 145,500
Restructuring of operations and other
non-recurring charges (7,934) 75,400 (2,063) 75,400
Amortization of intangibles 11,767 7,338 34,789 10,110
----------- ----------- ----------- -----------
Total costs and expenses 468,377 594,085 1,394,000 1,192,707
----------- ----------- ----------- -----------
Income/(loss) from operations 71,582 (197,214) 110,588 (126,834)
Interest expense (9,404) (6,028) (29,604) (6,203)
Interest income and other 7,006 (23,395) 11,201 (9,915)
----------- ----------- ----------- -----------
Income/(loss) before income taxes and cumulative
effect of change in accounting principle 69,184 (226,637) 92,185 (142,952)
Provision for income taxes 17,260 (14,607) 26,420 6,283
----------- ----------- ----------- -----------
Income/(loss) before cumulative effect of
change in accounting principle 51,924 (212,030) 65,765 (149,235)
Cumulative effect of change in accounting principle -- -- (91,774) --
----------- ----------- ----------- -----------
Net income/(loss) $51,924 $(212,030) $(26,009) $(149,235)
----------- ----------- ----------- -----------
Basic earnings per share:
Income /(loss) before cumulative effect of
change in accounting principle $0.35 $(1.48) $0.45 $(1.04)
Cumulative effect of change in accounting principle -- -- (0.63) --
----------- ----------- ----------- -----------
Net income/(loss) $0.35 $(1.48) $(0.18) $(1.04)
----------- ----------- ----------- -----------
Diluted earnings per share*
Income/(loss) before cumulative effect of
change in accounting principle $0.33 $(1.48) $0.43 $(1.04)
Cumulative effect of change in accounting principle -- -- (0.60) --
----------- ----------- ----------- -----------
Net income/(loss) $0.33 $(1.48) $(0.17) $(1.04)
----------- ----------- ----------- -----------
Shares used in computing per share amounts:
Basic 146,767 143,159 145,514 142,852
----------- ----------- ----------- -----------
Diluted 166,471 143,159 152,023 142,852
----------- ----------- ----------- -----------
</TABLE>
* Diluted earnings per share are based on average common and common
equivalent shares outstanding. In computing diluted earnings per share
for the three month period ended September 30, 1999, net income is
increased by $2,749 for interest, net of taxes, on the convertible
debentures considered dilutive common stock equivalents.
For the nine month period ended September 30, 1999, common equivalent
shares of 8,018 and interest expense of $5,523, net of taxes, associated
with the convertible debentures were excluded from the computation of
diluted earnings per share as a result of their antidilutive effect. No
convertible debentures were outstanding in 1998.
<PAGE> 8
LSI LOGIC CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEET
(IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
Sept 30, Dec 31,
ASSETS 1999 1998
- ------ -------- --------
<S> <C> <C>
Current assets:
Cash and short-term investments $ 457.0 $ 291.5
Accounts receivable, net 369.8 249.1
Inventories 217.5 181.4
Prepaid expenses and other current assets 107.7 115.0
-------- --------
Total current assets 1,152.0 837.0
Property and equipment, net 1,297.2 1,486.2
Goodwill and other intangibles 305.4 332.8
Other assets 220.7 167.8
-------- --------
Total assets $2,975.3 $2,823.8
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and other current liabilities $ 447.6 $ 410.5
Current portion of long-term debt, capital lease
obligations and short-term borrowings 84.0 187.8
-------- --------
Total current liabilities 531.6 598.3
Long-term debt, capital lease
obligations and Other long-term liabilities 811.1 695.8
-------- --------
Total liabilities 1,342.7 1,294.1
Minority interest in subsidiaries 6.0 5.2
-------- --------
Stockholders' equity:
Common stock 1,185.4 1,136.6
Retained earnings 342.4 368.4
Accumulated other comprehensive income 98.8 19.5
-------- --------
Total stockholders' equity 1,626.6 1,524.5
-------- --------
Total liabilities and stockholders' equity $2,975.3 $2,823.8
-------- --------
</TABLE>
