<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
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)
<PAGE>
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-
<PAGE>
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
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Exhibit
----------- -------
99 Press Release dated April 21, 1998.
<PAGE>
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
<PAGE>
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.
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MAR. 28 MAR. 29 MAR. 28 MAR. 29
------------------------------------------------------------
1998 1997 1998 1997
------------------------------------------------------------
<S> <C> <C> <C> <C>
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
============================================================
</TABLE>
<PAGE>
INTEGRATED CIRCUIT SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
MAR. 28, JUNE 28,
1998 1997
-----------------------
(Unaudited)
<S> <C> <C>
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
=======================
</TABLE>
