<PAGE>
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: April 22, 1999
APPLIED MICRO CIRCUITS CORPORATION
(Exact name of registrant as specified in its charter)
000-23193
(Commission File Number)
DELAWARE 94-2586591
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6290 SEQUENCE DRIVE
SAN DIEGO, CA 92121
(Address of principal executive offices)
Registrant's telephone number, including area code: (619) 450-9333
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On April 22, 1999 Applied Micro Circuits Corporation, a Delaware
corporation (the "Company") announced its financial results for the fiscal year
ended March 31, 1999. In addition, the Company announced the revenue and net
income amounts for 30 days of combined operations of AMCC and Cimaron
Communications Corporation, which was acquired by AMCC on March 17, 1999.
Further details of this announcement are contained in AMCC's press release dated
April 22, 1999 attached as an exhibit and incorporated by reference herein.
The following information is reported solely for purposes of complying with
the Securities and Exchange Commission's Accounting Series Release No. 135. The
following revenue and net income amounts include operations from parts of each
of AMCC's two quarters ending March 31, 1999 and June 30, 1999 and should not be
considered to be indicative of results expected for the quarter ending June 30,
1999 or the fiscal year ending March 31, 2000. The unaudited revenue, net
income, basic earnings per share and diluted earnings per share for AMCC for the
30 day period ended April 16, 1999 was $14.6 million, $4.4 million, $0.17 and
$0.15, respectively. On March 17, 1999, AMCC acquired Cimaron Communications
Corporation in a merger accounted for as a pooling of interests. AMCC issued
approximately three million shares of its common stock in exchange for all
outstanding shares of Cimaron's preferred and common stock, including shares
issuable upon exercise of employee stock options and other rights. The revenue
and net income amounts set forth above include 30 days of combined operation of
AMCC and Cimaron Communications Corporation.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
--------
99.1 Applied Micro Circuits Corporation press release dated April 22,
1999.
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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 hereunto duly authorized.
APPLIED MICRO CIRCUITS CORPORATION
Date: April 26, 1999 By: /s/ JOEL O. HOLLIDAY
-------------------------
Joel O. Holliday
Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page Number Under
Sequential Numbering
Exhibit No. Exhibit System
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<S> <C> <C>
Applied Micro Circuits Corporation
99.1 press release dated April 22, 1999. 5
</TABLE>
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EXHIBIT 99.1
<TABLE>
<CAPTION>
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
JOEL O. HOLLIDAY, VICE PRESIDENT GEORGE CHRISTY, GENERAL INFORMATION
- -------------------------------- -----------------------------------
<S> <C>
(619) 450-9333 Jill Fukuhara, Investor Contact
Debra Hart, Investor Relations (310) 442-0599
(619) 535-4217
- --------------------------------------------------------------------------------------
</TABLE>
FOR IMMEDIATE RELEASE
APRIL 22, 1999
APPLIED MICRO CIRCUITS CORPORATION REPORTS
FOURTH QUARTER FISCAL 1999
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
QUARTERLY FISCAL
YEAR-OVER-YEAR YEAR
------------------ ------------------
<S> <C> <C>
Revenues Up 32% Up 37%
Excluding $2.3 million of merger
related costs:
Pre-Tax Income Up 57% Up 90%
Net income Up 7% Up 28%
</TABLE>
ALL AMOUNTS PRESENTED REFLECT THE MARCH 1999 ACQUISITION OF CIMARON
COMMUNICATIONS CORPORATION WHICH HAS BEEN ACCOUNTED FOR ON THE POOLING OF
INTERESTS METHOD.
SAN DIEGO, CA, - APRIL 22, 1999 - Applied Micro Circuits Corporation (AMCC)
[NASDAQ: AMCC] today reported its financial results for the fourth quarter and
fiscal year ended March 31, 1999.
Net revenues in the fourth quarter of fiscal 1999 were $28.7 million, an
increase of 32% over the $21.7 million reported in the fourth quarter of fiscal
1998. Pre-tax income for the fourth quarter of fiscal 1999 was $8.5 million
(prior to merger-related costs of $2.3 million), an increase of 57% over the
$5.4 million reported in the fourth quarter of fiscal 1998.
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Net income for the fourth quarter of fiscal 1999 was $5.6 million (excluding
merger-related costs of $2.3 million), or $0.20 per share, diluted (excluding
merger-related costs of $.08 per share), compared with $5.3 million, or $0.23
per share, diluted, for the fourth quarter of fiscal 1998. In the fourth quarter
of fiscal 1999, net income and earnings per share reflect an increase in AMCC's
effective tax rate to approximately 34% (excluding the tax impact of merger-
related costs) from fiscal 1998's rate of 3%. Additionally, earnings per share
reflect the weighted average increase in shares associated with the Company's
public offerings in the second half of fiscal 1998 and AMCC's acquisition of
Cimaron Communications Corporation in March 1999.
Sequentially, net revenues for the fourth quarter of fiscal 1999 increased 7%
over the $27.0 million of net revenues for the third quarter of fiscal 1999. Net
income for the fourth quarter of fiscal 1999 (excluding merger-related costs of
$2.3 million) was up 10% from $5.1 million, or $0.19 per share, in the third
quarter of fiscal 1999. Prior quarter results have been restated to reflect the
acquisition of Cimaron as a pooling of interests transaction.
For fiscal year 1999, which ended March 31, 1999, net revenues were $105.0
million, an increase of 37% over the $76.6 million reported for the prior fiscal
year. Pre-tax income for fiscal year 1999 was $29.7 million (excluding merger-
related costs of $2.3 million), an increase of 90% over the $15.6 million
reported in the prior fiscal year. Net income for fiscal year 1999 was $19.4
million, or $0.71 per share (excluding merger-related costs of $2.3 million or
$0.08 per share), compared to $15.2 million, or $0.75 per share, in the prior
fiscal year. The effective tax rate was 37% in fiscal 1999 compared to 3% in
fiscal 1998.
Commenting on the results, Dave Rickey, President and Chief Executive Officer of
AMCC, said "The acquisition of Cimaron Communications Corp. last quarter was a
significant achievement for AMCC. The leading-edge digital framer technologies
from Cimaron combined with the introduction of our own Explorer chip adds
higher-layer digital content to our overall product portfolio. Our combined
expertise in high-speed CMOS mixed-signal design and digital systems provides a
platform for optimum integration in the network. In addition, we introduced a
number of innovative products during the fourth quarter, including the S3046, a
SONET OC-48 transceiver, and the S2066 and S2076, CMOS quad-channel transceivers
for Gigabit Ethernet and Fibre Channel networks, respectively. These solutions
continue to demonstrate our commitment to and success with delivering high-
bandwidth, high-performance silicon connectivity solutions that address the
design requirements of our customers while meeting their cost and integration
needs. We continue to build momentum in design wins for our communications
products."
Rickey continued, "We have also welcomed William E. Bendush to AMCC as our new
CFO and Harvey P. White as the newest member on our Board of Directors. Their
proven abilities to scale an
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organization to meet the demands of high growth make them timely and valuable
assets for the Company."
Fourth Quarter Highlights
- -------------------------
. Acquired Cimaron Communications Corp., a leader in the design and development
of digital silicon solutions and ASIC cores for high-speed SONET systems
. Introduced the S1203 Explorer IC, a SONET/SDH overhead processing and
termination device for OC-3, 12 and 48 applications, adding higher-layer
digital content to AMCC's product portfolio
. Introduced the S3046, a SONET OC-48 transceiver, that has been successfully
validated in Alcatel's 1603SMX system
. Announced compliance of S3041 transmitter and S3042 receiver chipset with
Hewlett-Packard Company's HFCT-5402D (a 2488 Mb/s single-mode fiber
transceiver for SONET OC-48/SDH STM-16 and ATM applications), passing HP's
bit error rate, jitter tolerance and jitter generation tests
. Introduced the S2066 and S2076, quad-channel CMOS transceivers for Gigabit
Ethernet and Fibre Channel networks, respectively
. Expanded OC-48 DWDM and SONET/SDH portfolio with S3049 (laser driver), S3053
(quad mux with fanout buffers) and S3054 (a dual 2 x 2 crosspoint switch)
. Introduced S3038, a first fully-integrated SONET/SDH OC-12 quad transceiver
AMCC's Market Opportunity
-------------------------
"We are executing on our vision to be the premier supplier of high-bandwidth
silicon connectivity for the world's communications infrastructure," said
Rickey. "We believe demand for our communications standard products continues
to grow as the need for bandwidth expands, due to the increasing demand for
Internet access and high-bandwidth LAN/WAN data and video transmission."
AMCC is focused on the fiber optics-based, high performance communications
market that is being driven by increasing demand for greater bandwidth to
accommodate growth in the Internet, the World Wide Web, and cellular and
facsimile communications, as well as applications such as remote network access,
video conferencing and higher speed, data-intensive communication between local
area networks. The Company's products serve these Wide Area Network (WAN) and
Local Area Network (LAN) applications. For telecommunications markets, the
Company's products address the SONET/SDH and ATM transmission standards, and for
data communications markets, the Company offers products that address the
Gigabit Ethernet, ATM and Fibre Channel transmission standards.
AMCC'S TECHNOLOGY STRATEGY
The Company uses its internal bipolar and BiCMOS manufacturing processes
together with advanced CMOS processes from external foundries to provide cost-
effective solutions to its customers. Additionally, the Company has commenced
designing products using an advanced silicon germanium process. These multiple
silicon process technologies, combined with the Company's extensive analog,
mixed-signal and digital design capabilities and its systems expertise, provide
the core capabilities that
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the Company believes give it a competitive edge in servicing the high-
performance communications market.
RESULTS FOR THE 30 DAY PERIOD ENDED APRIL 16, 1999
The following information is reported solely for purposes of complying with the
Securities and Exchange Commission's Accounting Series Release No. 135. The
following revenue and net income amounts include operations from parts of each
of AMCC's two quarters ending March 31, 1999 and June 30, 1999 and should not be
considered to be indicative of results expected for the quarter ending June 30,
1999 or the fiscal year ending March 31, 2000. The unaudited revenue, net
income, basic earnings per share and diluted earnings per share for AMCC for the
30 day period ended April 16, 1999 was $14.6 million, $4.4 million, $0.17, and
$0.15, respectively. On March 17, 1999, AMCC acquired Cimaron Communications
Corporation in a merger accounted for as a pooling of interests. AMCC issued
approximately three million shares of its common stock in exchange for all
outstanding shares of Cimaron's preferred and common stock, including shares
issuable upon exercise of employee stock options and other rights. The revenue
and net income amounts set forth above include 30 days of combined operations of
AMCC and Cimaron Communications Corporation.
FORWARD LOOKING STATEMENTS
Except for historical information contained herein, the matters set forth in
this news release are forward-looking statements that are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those set forth in the forward-looking statements, including, but not
limited to, such factors as the rescheduling or cancellation of orders by
customers; fluctuations in the timing and amount of customer requests for
product shipments; fluctuations in manufacturing yields and inventory levels;
changes in product mix; the Company's ability to introduce new products and
technologies on a timely basis; the introduction of products and technologies by
the Company's competitors; risks related to the Cimaron merger including the
difficulty of assimilating operations and personnel; the availability of
external foundry capacity, purchased parts, and raw material; competitive
pressures on selling prices; the timing of investments in research and
development; market acceptance of the Company's and its customers' products; the
financial condition and performance of the Company's customers; the timing of
depreciation and other expenses to be incurred by the Company in connection with
the expansion of its existing manufacturing facility and in connection with its
new proposed facility; the timing and amount of recruiting and relocating
expenses, prototyping costs and promotional expenses; costs associated with
future litigation, if any, including without limitation, litigation relating to
the use or ownership of intellectual property; costs associated with compliance
with applicable environmental regulations; general semiconductor industry
conditions, and general economic conditions, including, but not limited to,
economic conditions in Asia and the risk factors that are detailed in the
Company's Annual Report on Form 10-K, for the year ended March 31, 1998, the
Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1998,
and the other Company's filings with the Securities and Exchange Commission.
For more information about AMCC, please visit our website on the Internet at
http://www.amcc.com
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-FINANCIAL TABLES FOLLOW-
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APPLIED MICRO CIRCUITS CORPORATION
CONSOLIDATED CONDENSED INCOME STATEMENTS
(Unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Year
Ended Ended
March 31, March 31,
--------------------------- ---------------------------
1999 1998 1999 1998
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Net revenues $28,742 $21,744 $105,000 $76,618
Cost of revenues 9,522 8,951 37,937 34,321
------- ------- -------- -------
Gross profit 19,220 12,793 67,063 42,297
Operating expenses:
Research and development 6,278 3,929 22,472 13,268
Selling, general and
administrative 5,292 4,018 18,325 14,278
Merger related costs 2,350 - 2,350 -
------- ------- -------- -------
Total operating expenses 13,920 7,947 43,147 27,546
------- ------- -------- -------
Operating income 5,300 4,846 23,916 14,751
Interest income, net 837 577 3,450 871
------- ------- -------- -------
Income before income taxes 6,137 5,423 27,366 15,622
Provision for income taxes 2,776 144 10,233 406
------- ------- -------- -------
Net income $ 3,361 $ 5,279 $ 17,133 $15,216
======= ======= ======== =======
Basic earnings per share:
Earnings per share $ 0.13 $ 0.26 $ 0.70 $ 1.44
Weighted average shares 25,205 20,647 24,514 10,594
Diluted earnings per share:
Earnings per share $ 0.12 $ 0.23 $ 0.62 $ 0.75
Weighted average shares 28,140 23,257 27,430 20,294
Pro forma results excluding merger-related costs of $2.3 million or $0.08 per share incurred in the fourth
quarter of fiscal 1999:
Operating income $ 7,650 $ 4,846 $ 26,266 $14,751
Income before income taxes $ 8,487 $ 5,423 $ 29,716 $15,622
Net income $ 5,629 $ 5,279 $ 19,401 $15,216
Diluted earning per share $ 0.20 $ 0.23 $ 0.71 $ 0.75
</TABLE>
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APPLIED MICRO CIRCUITS CORPORATION
----------------------------------
CONSOLIDATED CONDENSED BALANCE SHEETS
($ in thousands)
<TABLE>
<CAPTION>
March 31, March 31,
1999 1998
ASSETS ------------- ------------
(unaudited)
<S> <C> <C>
Current assets:
Cash, cash equivalents and short-term investments $ 86,540 $ 67,896
Accounts receivable, net 19,275 12,179
Inventories 9,813 8,185
Other current assets 9,392 6,266
-------- --------
Total current assets 125,020 94,526
Property and equipment, net 23,128 17,218
Other assets 2,507 1,090
-------- --------
Total assets $150,655 $112,834
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,131 $ 5,215
Other current liabilities 13,335 9,274
Current portion of long-term debt 1,862 567
Current portion of capital lease obligations 1,075 2,053
-------- --------
Total current liabilities 21,403 17,109
Long-term debt, less current portion 4,995 2,736
Long-term capital lease obligations, less current portion 2,563 1,355
Stockholders' equity 121,694 91,634
-------- --------
Total liabilities and stockholders' equity $150,655 $112,834
======== ========
</TABLE>
FOR MORE INFORMATION ON APPLIED MICRO CIRCUITS CORPORATION VIA FACSIMILE AT
NO COST, SIMPLY CALL 1-800-PRO-INFO AND DIAL CLIENT CODE AMCC.
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