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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the Quarter ended October 2, 2004



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to
.



Commission File Number: 0-19299



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Integrated Circuit Systems, Inc.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Pennsylvania                                                   |  | 23-2000174                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



2435 Boulevard of
the Generals

Norristown, Pennsylvania 19403

(Address of principal executive offices)



(610) 630-5300

(Registrants telephone number including area code)



---



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    Yes  x    No ̈



As of November 9, 2004, there were 70,294,300 shares of Common Stock; $0.01 par value,
outstanding.



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##### Table of Contents

INTEGRATED CIRCUIT SYSTEMS, INC.



INDEX



|         |  |                                                                                                        |  |           
|-------- |  | ------------------------------------------------------------------------------------------------------ |  | ----------
|         |  |                                                                                                        |  | PageNumber
|PART I.  |  | FINANCIAL INFORMATION                                                                                  |  |           
|         |  |                                                                                                       
|Item 1.  |  | Consolidated Financial Statements (Unaudited):                                                         |  |           
|         |  |                                                                                                       
|         |  | Consolidated Balance Sheets (Unaudited): October 2, 2004 and July 3, 2004                              |  | 3         
|         |  |                                                                                                       
|         |  | Consolidated Statements of Operations (Unaudited): Period Ended October 2, 2004 and September 27, 2003 |  | 4         
|         |  |                                                                                                       
|         |  | Consolidated Statements of Cash Flows (Unaudited): Period Ended October 2, 2004 and September 27, 2003 |  | 5         
|         |  |                                                                                                       
|         |  | Notes to Consolidated Financial Statements (Unaudited)                                                 |  | 6         
|         |  |                                                                                                       
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                  |  | 13        
|         |  |                                                                                                       
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                             |  | 19        
|         |  |                                                                                                       
|Item 4.  |  | Controls and Procedures                                                                                |  | 20        
|         |  |                                                                                                       
|PART II. |  | OTHER INFORMATION                                                                                      |  |           
|         |  |                                                                                                       
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                            |  | 20        
|         |  |                                                                                                       
|Item 6.  |  | Exhibits                                                                                               |  | 21        



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##### Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements



INTEGRATED CIRCUIT SYSTEMS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands)

(Unaudited)



|                                                                                                                                   |  |                 |             |   |              |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ----------- | - | ------------ | - | ------- | -
|                                                                                                                                   |  | October 2, 2004 |             |   | July 3, 2004 |  
|ASSETS                                                                                                                             |  |                 |             |   |              |   |         |  
|Current Assets:                                                                                                                    |  |                 |             |   |              |   |         |  
|Cash and cash equivalents                                                                                                          |  | $               | 68,098      |   |              | $ | 68,973  |  
|Marketable securities                                                                                                              |  |                 | 111,669     |   |              |   | 126,606 |  
|Accounts receivable, net                                                                                                           |  |                 | 50,367      |   |              |   | 45,717  |  
|Inventory, net                                                                                                                     |  |                 | 21,446      |   |              |   | 18,772  |  
|Deferred income taxes                                                                                                              |  |                 | 22,759      |   |              |   | 22,759  |  
|Prepaid assets                                                                                                                     |  |                 | 4,223       |   |              |   | 6,309   |  
|Other current assets                                                                                                               |  |                 | 793         |   |              |   | 880     |  
|                                                                                                                                   |  |                 |             |   |              |   |         |  
|Total current assets                                                                                                               |  |                 | 279,355     |   |              |   | 290,016 |  
|                                                                                                                                   |  |                 |             |   |              |   |         |  
|Property and equipment, net                                                                                                        |  |                 | 20,364      |   |              |   | 19,254  |  
|Long term investments                                                                                                              |  |                 | 5,000       |   |              |   | 5,000   |  
|Intangibles                                                                                                                        |  |                 | 44,307      |   |              |   | 27,842  |  
|Goodwill Prepaid long-term maintenance contracts                                                                                   |  |                 | 35,4224,781 |   |              |   | 35,422 |  
|Other assets                                                                                                                       |  |                 | 57          |   |              |   | 62      |  
|                                                                                                                                   |  |                 |             |   |              |   |         |  
|Total assets                                                                                                                       |  | $               | 389,286     |   |              | $ | 377,596 |  
|                                                                                                                                   |  |                 |             |   |              |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                               |  |                 |             |   |              |   |         |  
|Current Liabilities:                                                                                                               |  |                 |             |   |              |   |         |  
|Lease payable                                                                                                                      |  | $               | 119         |   |              | $ | 82      |  
|Accounts payable                                                                                                                   |  |                 | 18,012      |   |              |   | 17,557  |  
|Accrued salaries and bonus                                                                                                         |  |                 | 1,323       |   |              |   | 2,811   |  
|Accrued expenses and other current liabilities                                                                                     |  |                 | 6,025       |   |              |   | 5,707   |  
|Income taxes payable                                                                                                               |  |                 | 4,193       |   |              |   | 3,576   |  
|                                                                                                                                   |  |                 |             |   |              |   |         |  
|Total current liabilities                                                                                                          |  |                 | 29,672      |   |              |   | 29,733  |  
|                                                                                                                                   |  |                 |             |   |              |   |         |  
|Deferred tax and other liabilities                                                                                                 |  |                 | 11,733      |   |              |   | 11,638  |  
|                                                                                                                                   |  |                 |             |   |              |   |         |  
|Total liabilities                                                                                                                  |  |                 | 41,405      |   |              |   | 41,371  |  
|                                                                                                                                   |  |                 |             |   |              |   |         |  
|Commitments and contingencies                                                                                                      |  |                 |             |   |              |   |         |  
|Shareholders equity:                                                                                                              |  |                 |             |   |              |   |         |  
|Preferred Stock, authorized 5,000; none issued                                                                                     |  |                 |            |   |              |   |        |  
|Common stock, $0.01 par, authorized 300,000; Issued 72,790 and 72,701 shares, as of October 2, 2004 and July 3, 2004,
respectively |  |                 | 728         |   |              |   | 727     |  
|Additional paid in capital                                                                                                         |  |                 | 284,996     |   |              |   | 282,569 |  
|Retained earnings                                                                                                                  |  |                 | 117,289     |   |              |   | 107,140 |  
|Deferred compensation                                                                                                              |  |                 | (921        | ) |              |   |        |  
|Treasury stock, at cost, 2,475 shares, as of October 2, 2004 and July 3, 2004                                                      |  |                 | (54,211     | ) |              |   | (54,211 | )
|                                                                                                                                   |  |                 |             |   |              |   |         |  
|Total shareholders equity                                                                                                         |  |                 | 347,881     |   |              |   | 336,225 |  
|                                                                                                                                   |  |                 |             |   |              |   |         |  
|Total liabilities and shareholders equity                                                                                         |  | $               | 389,286     |   |              | $ | 377,596 |  
|                                                                                                                                   |  |                 |             |   |              |   |         |  



See accompanying notes
to consolidated financial statements.



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INTEGRATED CIRCUIT SYSTEMS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(In thousands)

(Unaudited)



|                                                     |  |              |        |   |               |   |        |  
|---------------------------------------------------- |  | ------------ | ------ | - | ------------- | - | ------ | -
|                                                     |  | Period Ended |       
|                                                     |  | Oct. 2,2004  |        |   | Sept. 27,2003 |  
|Revenue:                                             |  | $            | 66,096 |   |               | $ | 65,285 |  
|                                                     |  |             
|Cost and expenses:                                   |  |              |        |   |               |   |        |  
|Cost of sales                                        |  |              | 26,772 |   |               |   | 26,436 |  
|Research and development                             |  |              | 10,187 |   |               |   | 9,308  |  
|Amortization of Video research and development costs |  |              | 7,051  |   |               |   |       |  
|Selling, general and administrative                  |  |              | 10,070 |   |               |   | 9,215  |  
|Amortization of intangibles                          |  |              | 935    |   |               |   | 575    |  
|                                                     |  |              |        |   |               |   |        |  
|Operating income                                     |  |              | 11,081 |   |               |   | 19,751 |  
|                                                     |  |              |        |   |               |   |        |  
|Interest and other income                            |  |              | 681    |   |               |   | 881    |  
|Interest expense                                     |  |              | (15    | ) |               |   | (136   | )
|                                                     |  |              |        |   |               |   |        |  
|Income before income taxes                           |  |              | 11,747 |   |               |   | 20,496 |  
|Income taxes                                         |  |              | 1,598  |   |               |   | 3,215  |  
|                                                     |  |              |        |   |               |   |        |  
|Net income                                           |  | $            | 10,149 |   |               | $ | 17,281 |  
|                                                     |  |              |        |   |               |   |        |  
|Basic income per share:                              |  |              |        |   |               |   |        |  
|Net income                                           |  | $            | 0.14   |   |               | $ | 0.25   |  
|                                                     |  |             
|Diluted income per share:                            |  |              |        |   |               |   |        |  
|Net income                                           |  | $            | 0.14   |   |               | $ | 0.24   |  
|                                                     |  |             
|Weighted average shares outstanding  basic          |  |              | 70,263 |   |               |   | 70,453 |  
|Weighted average shares outstanding  diluted        |  |              | 71,373 |   |               |   | 73,279 |  



See accompanying notes
to consolidated financial statements.



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INTEGRATED CIRCUIT SYSTEMS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)



|                                                                                  |  |              |         |   |                |   |         |  
|--------------------------------------------------------------------------------- |  | ------------ | ------- | - | -------------- | - | ------- | -
|                                                                                  |  | Period Ended |        
|                                                                                  |  | Oct. 2,2004  |         |   | Sept. 27, 2003 |  
|Cash flows from operating activities:                                             |  |              |         |   |                |   |         |  
|Net income                                                                        |  | $            | 10,149  |   |                | $ | 17,281  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |              |         |   |                |   |         |  
|Depreciation and amortization                                                     |  |              | 2,534   |   |                |   | 2,408   |  
|Amortization of Video research & development costs                                |  |              | 7,051   |   |                |   |        |  
|Gain on sale of assets                                                            |  |              | (260    | ) |                |   | (504    | )
|Tax benefit of stock options                                                      |  |              | 254     |   |                |   | 5,250   |  
|Deferred income taxes                                                             |  |              | 121     |   |                |   | 891     |  
|Changes in assets and liabilities:                                                |  |              |         |   |                |   |         |  
|Accounts receivable                                                               |  |              | (4,650  | ) |                |   | (2,329  | )
|Inventory                                                                         |  |              | (2,674  | ) |                |   | (617    | )
|Other assets, net                                                                 |  |              | 2,170   |   |                |   | 375     |  
|Prepaid long-term maintenance contracts                                           |  |              | (4,781  | ) |                |   |        |  
|Accounts payable, accrued expenses and other current liabilities                  |  |              | (643    | ) |                |   | 4,933   |  
|Restructuring costs                                                               |  |              | (72     | ) |                |   | (509    | )
|Accrued interest expense                                                          |  |              |        |   |                |   | (23     | )
|Income taxes payable                                                              |  |              | 617     |   |                |   | (3,424  | )
|                                                                                  |  |              |         |   |                |   |         |  
|Net cash provided by operating activities                                         |  |              | 9,816   |   |                |   | 23,732  |  
|                                                                                  |  |              |         |   |                |   |         |  
|Cash flows from investing activities:                                             |  |              |         |   |                |   |         |  
|Purchases of marketable securities                                                |  |              | (29,698 | ) |                |   | (14,936 | )
|Sales/Maturities of marketable securities                                         |  |              | 45,000  |   |                |   | 6,374   |  
|Capital expenditures                                                              |  |              | (2,736  | ) |                |   | (2,089  | )
|Video business unit asset purchase                                                |  |              | (24,450 | ) |                |   |        |  
|Other                                                                             |  |              | 15      |   |                |   | 39      |  
|                                                                                  |  |              |         |   |                |   |         |  
|Net cash used in investing activities                                             |  |              | (11,869 | ) |                |   | (10,612 | )
|                                                                                  |  |              |         |   |                |   |         |  
|Cash flows from financing activities:                                             |  |              |         |   |                |   |         |  
|Exercise of stock options                                                         |  |              | 960     |   |                |   | 9,173   |  
|Shares purchased through stock purchase plan                                      |  |              | 256     |   |                |   | 199     |  
|Purchase of treasury stock                                                        |  |              |        |   |                |   | (3,871  | )
|Repayment of long-term debt                                                       |  |              |        |   |                |   | (4,250  | )
|Capital lease payments                                                            |  |              | (38     | ) |                |   | (29     | )
|                                                                                  |  |              |         |   |                |   |         |  
|Net cash provided by financing activities                                         |  |              | 1,178   |   |                |   | 1,222   |  
|                                                                                  |  |              |         |   |                |   |         |  
|Net (decrease) increase in cash and cash equivalents                              |  |              | (875    | ) |                |   | 14,342  |  
|Cash and cash equivalents:                                                        |  |              |         |   |                |   |         |  
|Beginning of period                                                               |  | $            | 68,973  |   |                | $ | 118,038 |  
|                                                                                  |  |              |         |   |                |   |         |  
|End of period                                                                     |  | $            | 68,098  |   |                | $ | 132,380 |  
|                                                                                  |  |              |         |   |                |   |         |  



See accompanying notes
to consolidated financial statements.



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INTEGRATED CIRCUIT SYSTEMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(unaudited)



(1) INTERIM ACCOUNTING POLICY



The accompanying financial statements have not been audited. In the opinion of our management, the accompanying consolidated financial statements reflect all adjustments
(consisting only of normal recurring accruals) necessary to present fairly our financial position at October 2, 2004 and results of operations and cash flows for the interim periods presented.



Certain footnote information has been condensed or omitted from these financial statements.
Therefore, these financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended July 3, 2004. Results of operations for the three months
ended October 2, 2004 are not necessarily indicative of results to be expected for the full year.



Per SECs Release No. 33-8040, Cautionary Advice Regarding Disclosure About Critical Accounting Policies, we have determined the critical principles by considering accounting policies that involve the
most complex or subjective decisions or assessments. We state these accounting policies in Managements Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to the consolidated financial statements contained
in our Annual Report on Form 10-K for our fiscal year ended July 3, 2004. There were no significant changes to our critical accounting polices during the three months ended October 2, 2004.



Reporting Periods



Our fiscal year is a 52/53 week operating cycle that ends on the Saturday nearest June 30.
Unless otherwise noted, all periods presented herein represent a 13-week operating cycle.



Stock Options



We have adopted
the disclosure provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, and continue to apply Accounting Principles Board Opinion (APB) No. 25
Accounting for Stock Issued to Employees and related interpretations in accounting for stock options issued to employees and directors. Stock options granted to employees typically have an exercise price equal to the fair market value of
our common stock and vest ratably over four years. However, since the value of an option bears a direct relationship to our stock price, it is an effective incentive for management to create value for shareholders. We therefore view stock options as
a critical component of our long-term performance-based compensation philosophy.



SFAS No. 148, Accounting for Stock-Based Compensation amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported results. This statement is effective for financial statements for fiscal years ending after December 15, 2002. We adopted this statement during the third quarter of
fiscal year 2003.



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We apply APB 25 and related interpretations in accounting for stock option plans. Our policy is to grant stock options at
the fair market value of the underlying stock at the date of grant. Accordingly, compensation expense is generally recognized only when options are granted with a discounted exercise price. Any resulting compensation expense is recognized ratably
over the associated service period, which is generally the option vesting term. Had compensation cost been recognized consistent with SFAS No. 123, as amended by SFAS No. 148, our consolidated net earnings and earnings per share for the three months
ending October 2, 2004 and September 27, 2003 would have been as follows (in thousands except per share data):



|                                                                                                                                        |  |              |        |               |   |       
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | ------------- | - | ------
|                                                                                                                                        |  | Period Ended
|                                                                                                                                        |  | Oct. 2, 2004 |        | Sept. 27,2003
|Net income, as reported                                                                                                                 |  | $            | 10,149 |               | $ | 17,281
|Add: Stock-based employee compensation expense included in reported net earnings, net of related tax effects (1)                        |  |              | 26     |               |   | 159   
|Less: Total stock-based employee compensation expense determined under the fair value method for all awards, net of related tax
effects |  |              | 4,835  |               |   | 4,418 
|                                                                                                                                        |  |              |        |               |   |       
|Net income, pro forma                                                                                                                   |  | $            | 5,340  |               | $ | 13,022
|                                                                                                                                        |  |             
|Basic earnings per share:                                                                                                               |  |              |        |               |   |       
|As reported                                                                                                                             |  | $            | 0.14   |               | $ | 0.25  
|Pro forma                                                                                                                               |  | $            | 0.08   |               | $ | 0.18  
|                                                                                                                                        |  |             
|Diluted earnings per share:                                                                                                             |  |              |        |               |   |       
|As reported                                                                                                                             |  | $            | 0.14   |               | $ | 0.24  
|Pro forma                                                                                                                               |  | $            | 0.08   |               | $ | 0.18  
|                                                                                                                                        |  |             
|Diluted common shares:                                                                                                                  |  |              |        |               |   |       
|As reported                                                                                                                             |  |              | 71,373 |               |   | 73,279
|Pro forma                                                                                                                               |  |              | 71,178 |               |   | 71,484

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|(1) | In the Companys Form 10-Q for the three months ending September 27, 2003, the stock-based employee compensation expense included in reported net earnings was reported as
$244,000 for that respective period. This amount has been adjusted as shown above to provide for the related tax effects.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



SFAS No. 123 requires the use of option pricing models that were not developed for use in valuing employee stock options. The Black-Scholes option-pricing model was
developed for use in estimating the fair value of short-lived exchange traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the
options expected life and the price volatility of the underlying stock. Because the companys employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in the opinion of management, the existing models might not provide a reliable single measure of the fair value of employee stock options.



New Accounting Pronouncements



In September 2004, the FASB approved issuance of Staff Position (FSP) EITF
03-1-1, Effective Date of Paragraphs 10 through 20 of EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (EITF 03-1). FSP EITF 03-1-1 delays the effective date of
paragraphs 10 through 20 of EITF 03-1 as they



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relate to recognition of other-than-temporary impairment for cost method and marketable investments. This deferral will
extend until a Staff Position is issued to provide clarification of the guidance presented in paragraphs 10 through 20. Effective July 4, 2004, we adopted all other provisions of EITF Issue 03-1, including measurement guidance for evaluating whether
an impairment has occurred for marketable securities and cost method investments. Adoption of these requirements did not have a material effect on the results of operations. Effective December 31, 2004, additional disclosures are also required for
cost method investments. The effect of implementing the final provisions of paragraphs 10 through 20 cannot currently be estimated due to the pending implementation issues, but is not expected to be material to the results of future operations.



On October 22, 2004, the American Jobs Creation Act of 2004 was enacted in the
United States. We are currently evaluating the impact of this new law on our operations and effective tax rate. At this time, we are unable to determine the effects of this new law and will continue to analyze its potential impact as guidance is
made available.



On October 4, 2004, President George W. Bush signed the
Working Families Tax Relief Act of 2004, which retroactively reinstated the research tax credit to the June 30, 2004 expiration date. This change in the law will not have a material impact on the results of future operations.



(2) ACQUISITION



In the first quarter of fiscal year 2005 we acquired assets for a purchase price of $24.5 million and formed the Video business unit, which
provides us with the technology and the capability to develop a family of high performance mixed signal products for the high definition and digital video/imaging market. The purchase consisted of intellectual property and a team of proven
engineers. Some of these assets had a short useful life and resulted in $7.1 million of amortization expense in the first quarter of fiscal year 2005. The remaining assets consist of a database valued at $16.2 million with a useful life of 8 years
and an assembled workforce valued at $1.2 million with a useful life of 9 years.



(3) MARKETABLE SECURITIES



Investments
in marketable securities primarily consist of short-term commercial paper. During the three months ended October 2, 2004, proceeds from the maturities of marketable securities were used for the acquisition of intangible assets related to the Video
business unit.



(4) INVENTORY



Inventory is valued at the lower of cost or market. Cost is determined by the first in,
first out (FIFO) method. The components of inventories are as follows (in thousands):

|
|

|                           |  |              |        |   |              |   |        |  
|-------------------------- |  | ------------ | ------ | - | ------------ | - | ------ | -
|                           |  | Oct. 2, 2004 |        |   | July 3, 2004 |  
|Raw Materials              |  | $            | 7,700  |   |              | $ | 8,237  |  
|Work-in-process            |  |              | 9,007  |   |              |   | 7,953  |  
|Finished parts             |  |              | 11,342 |   |              |   | 9,296  |  
|Less: Obsolescence reserve |  |              | (6,603 | ) |              |   | (6,714 | )
|                           |  |              |        |   |              |   |        |  
|                           |  | $            | 21,446 |   |              | $ | 18,772 |  
|                           |  |              |        |   |              |   |        |  



A total of $0.3 million in inventory
was scrapped in the first three months ended October 2, 2004.



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(4) DEBT



On March 1, 2004 we entered into a revolving credit loan agreement, which will terminate March 1, 2007. The revolving credit loan agreement allows us to draw down to a
maximum balance of $20.0 million in increments of not less than $500,000. At our option, the unpaid balance shall bear interest at the available LIBOR Based Rate (as defined) or the Prime Based Rate (as defined). A commitment fee on the average
daily-unused portion of the revolving credit loan balance will be due and payable on a quarterly basis. The commitment fee will be between .20% (.0020) and .25% (.0025) based on the funded debt to EBITDA ratio calculated the previous quarter. There
was no outstanding balance on our revolving credit loan agreement as of October 2, 2004.



Our revolving credit loan agreement requires the maintenance of specified financial ratios, including a fixed charge coverage ratio, a funded debt to EBITDA ratio, a liquidity ratio, a minimum tangible net worth, and
it imposes financial limitations. The current revolving credit loan agreement also restricts our ability to pay dividends to the holders of our common stock. At October 2, 2004 we were in compliance with all of these covenants



In connection with the acquisition of Micro Networks Corporation (MNC) in fiscal
year 2002, we entered into a revolving credit and term loan facility dated December 31, 2001, which would have terminated December 31, 2004. The facility enabled us to draw down $45.0 million under the term loan and $10.0 million under the revolving
credit facility. At our option, the interest rate under the term loan was either (1) an annual base rate, which is the higher of (i) a rate of interest announced from time to time by the lenders administrative agent as the base rate
(Base Rate) or (ii) the sum of the federal funds rate plus 0.5% per annum or (2) London Interbank Offer Rate (LIBOR) plus 1.75%. At our option, the interest rate under the revolving credit facility was either (1) the Base
Rate or (2) the LIBOR Rate plus a pre-formulated margin. During the first quarter of fiscal year 2004, we paid down $4.2 million of the term loan. During the second quarter of fiscal 2004, we made the final payment of $5.8 million on our term loan.
This loan agreement was terminated in the third quarter of fiscal year 2004.



(5) RESTRUCTURING COST



On January 4, 2002, we acquired Micro
Networks Corporation (MNC) for $74.9 million, net of cash acquired. We acquired MNC to gain access to technology that we believe will enhance the performance of our silicon timing products, strengthening our position within existing
strategic markets such as servers and storage systems. In connection with the acquisition of MNC, we put in place a restructuring plan for the purpose of making MNC more efficient by reducing the workforce, combining facilities and moving some
manufacturing operations offshore, which is still in process. The purchase price includes $5.6 million in purchase accounting liabilities and write-down of fixed assets.



From the date of the acquisition until the end of fiscal 2004, one plant in Bloomfield, CT was shut down and the fixed assets associated
were disposed of. Sixty-four manufacturing personnel, both line and management, were laid off. In addition we planned to move the assembly process to offshore plants. During fiscal year 2004, goodwill was adjusted due to the reversal of a portion of
the restructuring reserve. As of October 2, 2004 the restructuring reserve has been fully utilized.



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The following table summarizes the activity of the restructuring reserve since inception:



|                           |  |                         |       |                  |   |                |  |                  |       |                |   |                  |  |                  |       |  |                |     |                  |   |                 |   |  |   |    |  |   |    |  |   |  
|-------------------------- |  | ----------------------- | ----- | ---------------- | - | -------------- |  | ---------------- | ----- | -------------- | - | ---------------- |  | ---------------- | ----- |  | -------------- | --- | ---------------- | - | --------------- | - |  | - | -- |  | - | -- |  | - | -
|(in thousands)             |  | OriginalPlan Date1/2002 |       | Utilization 2002 |   | Balance 6/2002 |  | Utilization 2003 |       | Balance 6/2003 |   | Utilization 2004 |  | Adjustments 2004 |       |  | Balance 6/2004 |     | Utilization 2005 |   | Balance 10/2004
|Plant Closing Costs        |  | $                       | 1,214 |                  | $ | 27             |  | $                | 1,187 |                | $ | 472              |  | $                | 715   |  | $              | 420 |                  | $ | 223             |   |  | $ | 72 |  | $ | 72 |  | $ | 
|Personnel Costs            |  |                         | 2,017 |                  |   | 437            |  |                  | 1,580 |                |   | 1,151            |  |                  | 429   |  |                | 496 |                  |   | (67             | ) |  |   |   |  | $ |   |  | $ | 
|Write-down of Fixed Assets |  |                         | 2,407 |                  |   |               |  |                  |      |                |   |                 |  |                  |      |  |                |    |                  |   |                |   |  |   |   |  | $ |   |  | $ | 
|                           |  |                         |       |                  |   |                |  |                  |       |                |   |                  |  |                  |       |  |                |     |                  |   |                 |   |  |   |    |  |   |    |  |   |  
|Total                      |  | $                       | 5,638 |                  | $ | 464            |  | $                | 2,767 |                | $ | 1,623            |  | $                | 1,144 |  | $              | 916 |                  | $ | 156             |   |  | $ | 72 |  | $ | 72 |  | $ | 
|                           |  |                         |       |                  |   |                |  |                  |       |                |   |                  |  |                  |       |  |                |     |                  |   |                 |   |  |   |    |  |   |    |  |   |  



(6) CAPITAL STOCK



In September 2001, we announced a repurchase program, which authorized the purchase, from
time to time, of 2.0 million shares of our common stock on the open market. In October 2002, we announced that our Board of Directors approved an increase in the number of shares to be repurchased under this repurchase program to 3.0 million. As of
October 2, 2004, we had repurchased 2.5 million shares for $54.2 million.



Subsequent to October 2, 2004 our Board of Directors approved an increase in the number of shares to be repurchased under the repurchase program by 2.0 million shares for a total of 5.0 million shares authorized for repurchase. There are
2.5 million shares available for repurchase.



As of October 2, 2004, additional
paid in capital increased $2.4 million from the July 3, 2004 balance as the result of the exercise of stock options, the tax benefit relating to the exercises of non-qualified stock options, the purchase of our stock by employees in our stock
purchase plan, and restricted stock grant(s).



On August 5, 2004 we issued
restricted stock to certain employees. The issuance of this restricted stock resulted in deferred compensation of $0.9 million in the first quarter of fiscal 2005. The deferred compensation is amortized over four years. The amortization of deferred
compensation is $40,000 in the first quarter of fiscal 2005.



(7) INDUSTRY
AND SEGMENT INFORMATION



Factors used in determining the reportable
business segments include the nature of operating activities, existence of separate senior management teams, and the type of information presented to the companys chief operating decision maker to evaluate all results of operations.



We operate and track our results in one operating segment. We design, develop
and sell silicon timing devices for various electronics applications. The nature of our products and operating activities, as well as selling methods, is consistent among all of our products. We have one senior management team and the information is
presented to the companys chief operating decision maker to evaluate all results as one operating segment. All of our products are similar as they are sold for the purpose of sequencing and synchronizing electronic operations. Over 90% of the
products are integrated circuits. Less than 10% of the products are based on surface acoustic wave technology.



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(8) NET INCOME PER SHARE



Basic net income per share is based on the weighted-average number of common shares outstanding excluding contingently issuable or returnable shares that contingently
convert into common stock upon certain events. Diluted net income per share is based on the weighted average number of common shares outstanding and diluted potential common shares outstanding. At October 2, 2004 and September 27, 2003, there were
1.3 million and 16,000 options outstanding, respectively, that are excluded from the diluted net income per share calculation because their inclusion would have had an antidilutive effect on EPS.



The following table sets forth the computation of net income (numerator) and shares
(denominator) for earnings per share:



|                                                                      |  |              |        |                |   |       
|--------------------------------------------------------------------- |  | ------------ | ------ | -------------- | - | ------
|                                                                      |  | Period Ended
|                                                                      |  | Oct. 2, 2004 |        | Sept. 27, 2003
|Numerator (in thousands):                                             |  |              |        |                |   |       
|Net income                                                            |  | $            | 10,149 |                | $ | 17,281
|                                                                      |  |              |        |                |   |       
|Denominator (in thousands):                                           |  |              |        |                |   |       
|Weighted average shares outstanding used for basic income per share   |  |              | 70,263 |                |   | 70,453
|Common stock equivalents                                              |  |              | 1,110  |                |   | 2,826 
|                                                                      |  |              |        |                |   |       
|Weighted average shares outstanding used for diluted income per share |  |              | 71,373 |                |   | 73,279
|                                                                      |  |              |        |                |   |       



(9) COMPREHENSIVE INCOME



Total comprehensive income represents net income plus the results of
certain equity changes not reflected in the condensed consolidated statements of operations. The components of total comprehensive income are shown below.



|                             |  |              |        |   |                |   |       
|---------------------------- |  | ------------ | ------ | - | -------------- | - | ------
|                             |  | Period Ended
|                             |  | Oct. 2, 2004 |        |   | Sept. 27, 2003
|Net income                   |  | $            | 10,149 |   |                | $ | 17,281
|                             |  |              |        |   |                |   |       
|Other comprehensive income:  |  |              |        |   |                |   |       
|Foreign currency translation |  |              | (2     | ) |                |   |      
|                             |  |              |        |   |                |   |       
|Total comprehensive income   |  | $            | 10,147 |   |                | $ | 17,281
|                             |  |              |        |   |                |   |       



(10) INCOME TAX



Our effective income tax rate was 13.6% for the first three months of fiscal year 2005 as
compared to 15.7% in the prior year period. The effective tax rate for fiscal years 2005 and 2004 reflects the tax-exempt status of our Singapore operation, which has been given pioneer status, or exemption of taxes on non-passive income, for five
years as stated in



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our agreement with the Economic Development Board of Singapore. The five-year period ends December 31, 2007. This is
stated in our agreement with the Economic Development Board of Singapore. The pioneer status is contingent upon ICS meeting certain investment criteria in fixed assets, personnel, and technology. We do not currently calculate deferred taxes on our
investment in our Singapore operations, as all undistributed earnings are permanently reinvested back into the Singapore facility. If we were to record deferred taxes on our investment, the amount would be a liability of approximately $73.2 million
as of October 2, 2004.



Our projected effective income tax rate for fiscal 2005
does not take into account a new election that is available under the U.S. income tax rules regarding the allocation between U.S. and foreign jurisdictions tax deductions attributable to employee stock option compensation. If we take advantage of
this election, it could detrimentally affect our effective income tax rate. We have not yet determined the impact that the election would have on us.



(11) CONTINGENCIES



From time to time, various inquiries, potential claims and charges and litigation (collectively claims) are made, asserted or commenced by or against us, principally arising from or related to contractual
relations and possible patent infringement. We believe that any such claims currently pending, individually and in aggregate, have been adequately reserved and will not have any material adverse effect in terms of liquidity and in terms of the
financial statements as a whole, although no assurance can be made in this regard.



We indemnify certain customers for fees and damages and costs awarded against them in certain circumstances in which our products are alleged to infringe third party intellectual property rights, including patents, registered trademarks, or
copyrights. To date, we have not paid or been required to defend any indemnification claims, and accordingly, we have not accrued any amounts for our indemnification obligations. However, there can be no assurances that we will not have any future
financial exposure under those indemnification obligations.



(12) CUSTOMERS



In fiscal year 2001, we entered into an Investment and Stock Trade
Agreement (the Agreement) with Maxtek Technology Co. Ltd. (Maxtek), an international stocking representative in Taiwan and China. We invested in approximately 10% of Maxtek, or 4.0 million shares, at $4.0 million. The
Agreement states that if Maxtek fails to successfully complete a public offering by December 5, 2005, we, at our sole option, have the right to demand immediate repurchase of all 4.0 million shares, at the original purchase price plus accrued annual
interest (commercial rate set by the Central Bank of China) during the said period.



From December 2002 through August 2003 we sold 3.0 million shares or 75% of our ownership of Maxtek for a total gain of $0.9 million during this period. During the first quarter of fiscal 2004, Maxtek declared a stock dividend. As a result
of this dividend, our ownership is 1.3 million shares or approximately 2.5% of Maxtek.



Maxtek, our international stocking representative for our PC business in Taiwan and China, represented approximately 22% of our sales for the first three months of fiscal year 2005, and 22% in the prior year period. Additionally, sales to
Lacewood International Corp, representing business in Hong Kong and China, and Magic Island International representing business in Korea, entities that are commonly controlled by the owners of Maxtek, were approximately 16% and 7% of our sales
for the first three months of fiscal year 2005, respectively, and 19% for Lacewood in the prior year period.



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Forward-Looking Statements



Except for the historical statements and discussions contained herein, statements contained in this Report on Form 10-Q constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, such as when we describe what we believe, expect or anticipate will occur, and other similar statements. You must remember that
our expectations may not be correct. While we believe these expectations and projections are reasonable, such forward-looking statements are inherently subject to risks, uncertainties and assumptions about us, including, among other things:



| | Our dependence on continuous introduction of new products based on the latest technology
|- | ----------------------------------------------------------------------------------------



| | The intensely competitive semiconductor and personal computer component industries
|- | ----------------------------------------------------------------------------------



| | Our dependence on the personal computer industry and third-party silicon wafer fabricators and assemblers of semiconductors
|- | ---------------------------------------------------------------------------------------------------------------------------



| | Risks associated with international business activities and acquisitions and integration of acquired companies or product lines
|- | -------------------------------------------------------------------------------------------------------------------------------



| | Our dependence on proprietary information and technology and on key personnel
|- | -----------------------------------------------------------------------------



| | Our product liability exposure and the potential unavailability of insurance
|- | ----------------------------------------------------------------------------



| | General economic conditions, including economic conditions related to the semiconductor and personal computer industries
|- | ------------------------------------------------------------------------------------------------------------------------



We do not guarantee that the transactions and events described in this Form 10-Q will happen
as described or that they will happen at all. You should read this Form 10-Q completely and with the understanding that actual future results may be materially different from what we expect. We disclaim any intention or obligation to update these
forward-looking statements, even though our situation will change in the future.



Executive Summary



We design, develop and market
silicon timing devices that emit timing signals used to sequence and synchronize electronic operations to ensure that information is interpreted at the right time and speed. Our silicon timing devices are used in computing systems, such as PCs,
workstations, disk drives and printers, as well as in a wide range of digital consumer products, such as digital set-top boxes, HDTVs, games consoles, digital audio and imaging products and video game consoles. Increasingly, our silicon timing
devices are also being used in products within the communications infrastructure industry, including Internet backbone, access and networking equipment, such as optical switches, routers, cable and DSL modems, servers and storage area networks. All
digital devices require a timing signal and those with any degree of complexity require silicon timing devices to time and synchronize their various operations. Additionally, we now offer surface acoustic wave (SAW) technology to develop
high performance products for optical networking and wireless infrastructure markets.



Prices for our products are predominantly a function of their position in the product life cycle, design complexity, competitive environment, the price of alternative solutions such as crystal oscillators and overall market demand. We
recognize revenue upon transfer of title, and substantially all of our sales are made on the basis of purchase orders rather than long-term agreements.



During the quarter we acquired assets and formed the Video Business Unit. This purchase gives us the capability to develop a family of high performance mixed signal
products for the high definition and digital video/imaging market.



Our
revenues for the first quarter of fiscal 2005 were $66.1 million, an increase of $0.8 million or 1.2% compared to revenues for the prior year quarter. The revenue increase in the first quarter of fiscal 2005 compared to the first quarter of fiscal
2004 was primarily attributable to increased demand in our communications and digital consumer end markets offset by reduced demand in our PC and military products. In general, as we look ahead to the second quarter of fiscal 2005, we expect overall
revenues to be flat to down 8%, compared to the first quarter of fiscal 2005.



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Gross margin remained flat at 59.5% for the quarter ended October 2, 2004 as compared to the prior year quarter. Gross
margin for the quarter ending January 1, 2005 is expected to be 58.5% to 59.5%



Research and development, and selling, general and administrative expenses for the three months ended October 2, 2004 were $27.3 million, which was $8.8 million higher than the three months ended September 27, 2003. This increase is due to
the amortization of $7.1 million for assets with a short useful life related to the purchase of assets for the Video business unit and legal and consulting fees related to this purchase.



Our total cash and marketable securities, including long term investments, decreased $15.8 million during the first three months of fiscal
2005. The decrease is due to the purchase of assets for the Video business unit for $24.5 million, which was offset by increases in cash from operating and financing activities of $9.8 million and $1.2 million, respectively.



Results of Operations



The following table sets forth, for the periods indicated, the percentage relationship to
revenue of certain cost, expense and income items. The table and the subsequent discussion should be read in conjunction with the financial statements and the notes thereto:



|                                                     |  |              |   |  |                |  
|---------------------------------------------------- |  | ------------ | - |  | -------------- | -
|                                                     |  | Period Ended |  
|                                                     |  | Oct. 2,2004  |   |  | Sept. 27, 2003 |  
|Revenues                                             |  | 100.0        | % |  | 100.0          | %
|                                                     |  |             
|Gross margin                                         |  | 59.5         |   |  | 59.5           |  
|                                                     |  |             
|Research and development                             |  | 15.4         |   |  | 14.3           |  
|Amortization of Video research and development costs |  | 10.7         |   |  |               |  
|Selling, general and administrative                  |  | 15.2         |   |  | 14.1           |  
|Amortization of intangibles                          |  | 1.4          |   |  | 0.8            |  
|                                                     |  |              |   |  |                |  
|Operating income                                     |  | 16.8         |   |  | 30.3           |  
|                                                     |  |              |   |  |                |  
|Interest and other income                            |  | 1.0          |   |  | 1.3            |  
|Interest expense                                     |  | (0.0         | ) |  | (0.2           | )
|                                                     |  |              |   |  |                |  
|Income before income taxes                           |  | 17.8         |   |  | 31.4           |  
|Income taxes                                         |  | 2.4          |   |  | 4.9            |  
|                                                     |  |              |   |  |                |  
|Net income                                           |  | 15.4         | % |  | 26.5           | %
|                                                     |  |              |   |  |                |  



FIRST QUARTER FISCAL YEAR 2005 AS
COMPARED TO FIRST QUARTER FISCAL YEAR 2004



Revenue. Revenue was
$66.1 million for the first quarter ended October 2, 2004, an increase of $0.8 million from the prior year quarter. The increase is attributable to increased demand in our communications and digital consumer end markets by approximately 28% offset
by reduced demand in our PC and military products by approximately 43%. Our average selling price for our products decreased 3.1%, while the volume increased 4.5% compared to prior year quarter.



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The following is a summary of revenue percentages by end market:



|                 |  |           |   |  |           |   |  |                              |  
|---------------- |  | --------- | - |  | --------- | - |  | ---------------------------- | -
|                 |  | Q1 FY2005 |   |  | Q1 FY2004 |   |  | Year over YearRevenue Growth |  
|PC               |  | 43        | % |  | 46        | % |  | -6                           | %
|Digital Consumer |  | 17        | % |  | 16        | % |  | 8                            | %
|Communications   |  | 34        | % |  | 29        | % |  | 20                           | %
|Other            |  | 6         | % |  | 9         | % |  | -37                          | %



Foreign revenue, which includes
shipments of products to foreign companies as well as offshore subsidiaries of US multinational companies, was 75.5% of total revenue for the first quarter of fiscal year 2005 as compared to 74.7% of total revenue in the prior year quarter. Our
sales are denominated in U.S. dollars, which minimizes foreign currency risk.



Gross Margin.Gross margin represents net revenue less cost of sales. Cost of sales was $26.8 million for the quarter ended October 2, 2004, an increase of $0.3 million from the prior year quarter, principally because of higher
revenues. Cost of sales as a percentage of total revenue was 40.5% for the first quarter of fiscal year 2005 and the prior year quarter. Cost of sales includes: the cost of purchasing the finished silicon wafers manufactured by independent
foundries, costs associated with assembly, packaging, testing, quality assurance, product yields and the cost of personnel and equipment associated with manufacturing support.



Research and Development Expense.Research and development (R&D) expense was $17.2 million for the first quarter of
fiscal year 2005, an increase of $7.9 million from the prior year quarter. This increase is due to the amortization of $7.1 million for assets with a short useful life related to the purchase of assets for the Video business unit. Refer to footnote
2 for additional information. Excluding this charge, R&D expense increased $0.9 million in the first quarter of fiscal year 2005 as compared to the prior year quarter. The increase is attributable to the hiring of additional personnel which
resulted in an additional $0.7 million in compensation expense in the first quarter of fiscal 2005. As a percentage of revenue, R&D increased to 26.1% in the first quarter of fiscal year 2005 as compared to 14.3% in the prior year period.



R&D costs consist primarily of the salaries and related expenses of
engineering employees engaged in research, design and development activities, costs related to design tools, supplies and services and facilities expenses. The level of research and development expenditures as a percentage of net revenues will
vary from period to period, depending, in part, on the level of net revenues and, in part, on our success in recruiting the technical personnel needed for our new product introductions and process development. We continuously attempt to control
expense levels in all areas including research and development. However, we continue to make substantial investments in research and development to enhance our product offerings, which in turn are critical to our future growth.



Selling, General, Administrative.Selling, general and administrative expense
(SG&A) was $10.1 million for the first quarter of fiscal year 2005, an increase of $0.9 million from the prior year quarter. The increase is attributable to legal and consulting fees of $0.6 million related to the acquisition of
assets for the Video business unit. As a percentage of total revenue, SG&A expenses increased to 15.2% in the first quarter of fiscal year 2005 as compared to 14.1% in the prior year quarter. SG&A expenses consist mainly of salaries and
related expenses, sales commissions, and professional and legal fees.



Included
in SG&A in fiscal 2005 is the amortization of deferred compensation for restricted stock issued in the first quarter of fiscal 2005. Included in SG&A in fiscal 2004 is the amortization of deferred compensation for options issued in fiscal
2002 below fair market value. The amortization of deferred compensation is $40,000 in the first quarter of fiscal 2005 as compared to $0.2 million in the first quarter of fiscal 2004.



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##### Table of Contents

Amortization of Intangibles.Amortization of intangibles was $0.9 million for the first quarter of fiscal year
2005 as compared to $0.6 million in the prior year quarter. Intangibles consist of assets acquired in connection with the acquisition of MNC and assets acquired for the Video business unit. The increase is due to the additional amortization of
intangible assets related to the acquisition of assets for the Video business unit.



Operating Income.In dollar terms, operating income was $11.1 million in the first quarter of fiscal year 2005 compared to $19.8 million in the first quarter of fiscal year 2004. The decrease is due to the $7.1 million charge to
R&D for amortization of assets with a short useful life related to the purchase of assets for the Video business unit. Expressed as a percentage of revenue, operating income was 16.8% and 30.3% in the first quarter of fiscal year 2005 and the
prior year quarter, respectively.



Interest Expense.Interest expense
was $15,000 in the first quarter of fiscal year 2005 and $0.1 million in the first quarter of fiscal year 2004. This decrease is due to lower debt balances.



Interest and Other Income.Interest and other income was $0.7 million for the quarter ended October 2, 2004 and $0.9 million in the prior year quarter. The first
quarter of fiscal year 2004 includes a gain of $0.3 million related to the sale of our investment in Maxtek.



Income Tax Expense.Our effective income tax rate was 13.6% for the first quarter of fiscal year 2005 as compared to 15.7% in the prior year period. The effective tax rate for fiscal years 2005 and 2004
reflects the tax-exempt status of our Singapore operation, which has been given pioneer status, or exemption of taxes on non-passive income, for five years as stated in our agreement with the Economic Development Board of Singapore. The five-year
period ends December 31, 2007. We do not currently calculate deferred taxes on our investment in our Singapore operations, as all undistributed earnings are permanently reinvested back into the Singapore facility. If we were to record deferred taxes
on our investment, the amount would be a $73.2 million liability as of October 2, 2004.



INDUSTRY FACTORS



Our strategy has been to develop new
products and introduce them ahead of the competition in order to have them selected for design into products of leading OEMs. Our newer components, which include advanced motherboard FTG components, data communication components and memory
components, are examples of this strategy. However, there can be no assurance that we will continue to be successful in these efforts or that further competitive pressures would not have a material impact on revenue growth or profitability.



We include customer-released orders in our backlog, which may generally be
canceled with 45 days advance notice without significant penalty to the customers. Accordingly, we believe that our backlog, at any time, should not be used as a measure of future revenues.



The semiconductor and personal computer industry, in which we participate, is generally
characterized by rapid technological change, intense competitive pressure, and, as a result, products price erosion. Our operating results can be impacted significantly by the introduction of new products, new manufacturing technologies, rapid
changes in the demand for products, decreases in the average selling price over the life of a product and our dependence on third-party wafer suppliers. Our operating results are subject to quarterly fluctuations as a result of a number of factors,
including competitive pressures on selling prices, availability of wafer supply, fluctuation in yields, changes in the mix of products sold, the timing and success of new product introductions and the scheduling of orders by customers. We believe
that our future quarterly operating results may also fluctuate as a result of Company-specific factors, including pricing pressures on our more mature FTG components, continuing demand for our Application Specific Standard Products, acceptance of
our newly introduced components and market acceptance of our customers products. Due to the effect of these factors on future operations, past performance may be a limited indicator in assessing potential future performance.



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##### Table of Contents

LIQUIDITY AND CAPITAL RESOURCES



At October 2, 2004, our principal sources of liquidity included cash and marketable securities of $179.8 million as compared to the July 3,
2004 balance of $195.6 million. Net cash provided by operating activities was $9.8 million in the first three months of fiscal year 2005, as compared to $23.7 million in the prior year period. This decrease is attributable to expenses related to the
acquisition of assets for the Video business unit. Our days sales outstanding increased from 58 days at July 3, 2004 to 65 days at October 2, 2004 as a result of back ended shipments during the quarter ending October 2, 2004. Inventory turns
decreased from 5.1 times at July 3, 2004 to 4.8 times at October 2, 2004.



Purchases for property and equipment were $2.7 million in the first three months of fiscal year 2005 as the company invested in production capacity and research and development versus $2.1 million in the prior year period.



Purchases of marketable securities were $29.7 million in the first three months of fiscal
year 2005 compared to $14.9 in the prior year period. During this period, we invested more funds in the three to six month ranges.



In fiscal year 2001, we entered into an Investment and Stock Trade Agreement (the Agreement) with Maxtek, an international stocking representative in Taiwan
and China. We invested in approximately 10% of Maxtek, or 4.0 million shares, at $4.0 million. The Agreement states that if Maxtek fails to successfully complete a public offering by December 5, 2005, we, at our sole option, have the right to demand
immediate repurchase of all 4.0 million shares, at the original purchase price plus accrued annual interest (commercial rate set by the Central Bank of China) during the said period.



From December 2002 through August 2003 we sold 3.0 million shares or 75% of our ownership of Maxtek for a total gain of $0.9 million during
this period. During the first quarter of fiscal 2004, Maxtek declared a stock dividend. As a result of this dividend, our ownership is 1.3 million shares or approximately 2.5% of Maxtek.



Maxtek, an international stocking representative for our PC business in Taiwan and China, represented approximately 22% of our sales for the
first three months of fiscal year 2005, and 22% in the prior year period. Additionally, sales to Lacewood International Corp, representing business in Hong Kong and China, and Magic Island International representing business in Korea, entities that
are commonly controlled by the owners of Maxtek, were approximately 16% and 7% of our sales for the first three months of fiscal year 2005, respectively, and 19% for Lacewood in the prior year period.



During the first three months of fiscal 2005, we received $1.0 million from the exercise of
stock options.



In September 2001, we announced a stock repurchase program,
which authorized the purchase, from time to time, of 2.0 million shares of our common stock on the market. In October 2002, we announced that our Board of Directors approved an increase in the number of shares to be repurchased under this repurchase
program to 3.0 million. In October 2004, we announced that our Board of Directors approved an increase in the number of shares to be repurchases by an additional 2.0 million for a total of 5.0 million shares authorized for repurchase. As of October
2, 2004, we had repurchased 2.5 million shares for $54.2 million.



On January
4, 2002, we acquired MNC, net of cash, for $74.9 million. We believe that by acquiring MNC we now have access to technology that will broaden our offering of silicon timing products to strengthen our position within strategic markets such as
servers, storage systems and communications. In connection with the acquisition of MNC, we put in place a restructuring plan for the purpose of making MNC more efficient by reducing the work force, combining facilities and moving some manufacturing
operations offshore, which is still in process. The purchase price included $5.6 million in purchase accounting liabilities and write-down of fixed assets.



From the date of the acquisition until the end of fiscal 2004, one plant in Bloomfield, CT was shut down and the fixed assets associated were disposed of. Sixty-four
manufacturing personnel, both line and management, were laid off. In addition we planned to move the assembly process to offshore plants.



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The following table summarizes the activity of the restructuring reserve since inception:



|                           |  |                         |       |                  |   |                |  |                  |       |                |   |                  |  |                  |       |  |                |     |                  |   |                 |   |  |   |    |  |   |    |  |   |  
|-------------------------- |  | ----------------------- | ----- | ---------------- | - | -------------- |  | ---------------- | ----- | -------------- | - | ---------------- |  | ---------------- | ----- |  | -------------- | --- | ---------------- | - | --------------- | - |  | - | -- |  | - | -- |  | - | -
|(in thousands)             |  | OriginalPlan Date1/2002 |       | Utilization 2002 |   | Balance 6/2002 |  | Utilization 2003 |       | Balance 6/2003 |   | Utilization 2004 |  | Adjustments 2004 |       |  | Balance 6/2004 |     | Utilization 2005 |   | Balance 10/2004
|Plant Closing Costs        |  | $                       | 1,214 |                  | $ | 27             |  | $                | 1,187 |                | $ | 472              |  | $                | 715   |  | $              | 420 |                  | $ | 223             |   |  | $ | 72 |  | $ | 72 |  | $ | 
|Personnel Costs            |  |                         | 2,017 |                  |   | 437            |  |                  | 1,580 |                |   | 1,151            |  |                  | 429   |  |                | 496 |                  |   | (67             | ) |  |   |   |  | $ |   |  | $ | 
|Write-down of Fixed Assets |  |                         | 2,407 |                  |   |               |  |                  |      |                |   |                 |  |                  |      |  |                |    |                  |   |                |   |  |   |   |  | $ |   |  | $ | 
|                           |  |                         |       |                  |   |                |  |                  |       |                |   |                  |  |                  |       |  |                |     |                  |   |                 |   |  |   |    |  |   |    |  |   |  
|Total                      |  | $                       | 5,638 |                  | $ | 464            |  | $                | 2,767 |                | $ | 1,623            |  | $                | 1,144 |  | $              | 916 |                  | $ | 156             |   |  | $ | 72 |  | $ | 72 |  | $ | 
|                           |  |                         |       |                  |   |                |  |                  |       |                |   |                  |  |                  |       |  |                |     |                  |   |                 |   |  |   |    |  |   |    |  |   |  



During fiscal year 2004, goodwill was
adjusted due to the reversal of a portion of the restructuring reserve. The results of MNC have been included in the consolidated financial statements since the acquisition date.



On March 1, 2004 we entered into a revolving credit loan agreement, which will terminate March 1, 2007. The revolving credit loan agreement
allows us to draw down to a maximum balance of $20.0 million in increments of not less than $500,000. At our option, the unpaid balance shall bear interest at the available LIBOR Based Rate (as defined) or the Prime Based Rate (as defined). A
commitment fee on the average daily-unused portion of the revolving credit loan balance will be due and payable on a quarterly basis. The commitment fee will be between .20% (.0020) and .25% (.0025) based on the funded debt to EBITDA ratio
calculated the previous quarter. There was no outstanding balance on our revolving credit loan agreement as of October 2, 2004.



Our revolving credit loan agreement requires the maintenance of specified financial ratios, including a fixed charge coverage ratio, a funded debt to EBITDA ratio, a
liquidity ratio, a minimum tangible net worth, and imposes financial limitations. In addition, the loan agreement restricts our ability to pay dividends to the holders of our common stock. At October 2, 2004, we were in compliance with the
covenants.



Off-Balance Sheet Arrangements



Our purchase obligations consist of purchase commitments with our manufacturers and are
based on a six-month rolling forecast. The purchase commitments are utilized to ensure capacity at our various manufacturers.



The following summarizes our significant contractual obligations and commitments as of October 2, 2004 (in thousands):



|                        |  |       |        |                  |   |            |  |            |       |               |   |       |  |   |    
|----------------------- |  | ----- | ------ | ---------------- | - | ---------- |  | ---------- | ----- | ------------- | - | ----- |  | - | ---
|Contractual Obligations |  | Total |        | Less than 1 year |   | 1  3years |  | 4  5years |       | After 5 years
|(in thousands)          |  |       |        |                  |  
|Long-Term Debt          |  | $     |       |                  | $ |           |  | $          |      |               | $ |      |  | $ |   
|Operating Leases        |  |       | 11,854 |                  |   | 2,208      |  |            | 7,627 |               |   | 1,779 |  |   | 240
|Purchase Obligations    |  |       | 25,446 |                  |   | 25,446     |  |            |      |               |   |      |  |   |   
|                        |  |       |        |                  |   |            |  |            |       |               |   |       |  |   |    
|Total                   |  | $     | 37,300 |                  | $ | 27,654     |  | $          | 7,627 |               | $ | 1,779 |  | $ | 240
|                        |  |       |        |                  |   |            |  |            |       |               |   |       |  |   |    



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Operating leases primarily consist of leased facilities that we utilize in various locations.



We believe that the funds on hand together with funds expected to be generated from our
operations as well as borrowings under our bank revolving credit facility will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next twelve months. Thereafter, we may need to raise
additional funds in future periods to fund our operations and potential acquisitions if any. We may also consider conducting future equity or debt financings if we perceive an opportunity to access the capital markets on a favorable basis, within
the next twelve months or thereafter. Any such additional financing, if needed, might not be available on reasonable terms or at all. Failure to raise capital when needed could seriously harm our business and results of operations. If additional
funds would be raised through the issuance of equity securities or convertible debt securities, the percentage of ownership of our shareholders would be reduced. Furthermore, such equity securities or convertible debt securities might have rights,
preferences or privileges senior to our common stock.



New Accounting
Pronouncements



In September 2004, the FASB approved issuance of Staff
Position (FSP) EITF 03-1-1, Effective Date of Paragraphs 10 through 20 of EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (EITF 03-1). FSP EITF 03-1-1
delays the effective date of paragraphs 10 through 20 of EITF 03-1 as they relate to recognition of other-than-temporary impairment for cost method and marketable investments. This deferral will extend until a Staff Position is issued to provide
clarification of the guidance presented in paragraphs 10 through 20. Effective July 4, 2004, we adopted all other provisions of EITF Issue 03-1, including measurement guidance for evaluating whether an impairment has occurred for marketable
securities and cost method investments. Adoption of these requirements did not have a material effect on the results of operations. Effective December 31, 2004, additional disclosures are also required for cost method investments. The effect of
implementing the final provisions of paragraphs 10 through 20 cannot currently be estimated due to the pending implementation issues, but is not expected to be material to the results of future operations.



On October 22, 2004, the American Jobs Creation Act of 2004 was enacted in the United States.
We are currently evaluating the impact of this new law on our operations and effective tax rate. At this time, we are unable to determine the effects of this new law and will continue to analyze its potential impact as guidance is made available.



On October 4, 2004, President George W. Bush signed the Working Families
Tax Relief Act of 2004, which retroactively reinstated the research tax credit to the June 30, 2004 expiration date. This change in the law will not have a material impact on the results of future operations.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



Foreign Currency Exposures



Our sales are denominated in U.S. dollars and accordingly, we do not use forward exchange contracts to hedge exposures denominated in foreign currencies or any other
derivative financial instruments for trading or speculative purposes. The effect of an immediate 10% change in exchange rates would not have a material impact on our future operating results or cash flows.



The company had interest expense of $15,000 for the first three months of fiscal year 2005
and consists of the commitment fee for our revolving credit loan agreement. We had no outstanding debt during the first quarter of fiscal year 2005; therefore, there is no potential increase in interest expense for the first three months of fiscal
year 2005 from hypothetical 2% adverse change in variable interest rates.



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Item 4. Controls and Procedures



Evaluation of
disclosure controls and procedures. Based on their evaluation of the Companys disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the Exchange Act)) as of
October 2, 2004, the Companys president, chief executive officer and chief financial officer (principal executive officer and principal financial officer) have concluded that the Companys disclosure controls and procedures are designed
to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commissions rules and forms and are operating in an effective manner.



Changes in internal controls.There have not been any changes in the Companys internal controls over financial reporting during the quarter ended October 2, 2004 that materially affected, or are reasonably likely to materially
affect, the Companys internal controls over financial reporting.



PART II. OTHER INFORMATION



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



Shares are repurchased in open-market transactions pursuant to a stock repurchase program announced in September 2001. Up to 5.0 million shares of our common stock have been authorized for repurchase under the
repurchase program of which 2.5 million shares remain to be repurchased. The repurchase program does not have an expiration date. We did not repurchase any shares in the open market in the current quarter ended October 2, 2004.



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Item 6. Exhibits



| | (a) | The following is a list of exhibits filed as part of the Form 10-Q:
| | --- | -------------------------------------------------------------------



|     |  |                                                                                                                                           
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Non-Qualified Stock Option Notice under the 2000 Long-Term Equity Incentive Plan                                                          
|     | 
|10.2 |  | Incentive Stock Option Notice under the 2000 Long-Term Equity Incentive Plan                                                              
|     | 
|31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                        
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                        
|     | 
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Hock E. Tan    
|     | 
|32.2 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Justine F. Lien



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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 thereunto
duly authorized.



|                        |  |                                  |  |                                                    
|----------------------- |  | -------------------------------- |  | ---------------------------------------------------
|                        |  | INTEGRATED CIRCUIT SYSTEMS, INC.
|                        |  |                                 
|Date: November 12, 2004 |  | By:                              |  | /s/ Hock E. Tan                                    
|                        |  |                                  |  | Hock E. Tan                                        
|                        |  |                                  |  | President and Chief Executive Officer              
|                        |  |                                 
|Date: November 12, 2004 |  | By:                              |  | /s/ Justine F. Lien                                
|                        |  |                                  |  | Justine F. Lien                                    
|                        |  |                                  |  | Vice President, Finance and Chief Financial Officer
|                        |  |                                  |  | (Principal financial & accounting officer)         



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EXHIBIT INDEX



|       |  |                                                                                                                                           
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                                               
|10.1   |  | Non-Qualified Stock Option Notice under the 2000 Long-Term Equity Incentive Plan                                                          
|       | 
|10.2   |  | Incentive Stock Option Notice under the 2000 Long-Term Equity Incentive Plan                                                              
|       | 
|31.1   |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                        
|       | 
|31.2   |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                        
|       | 
|32.1   |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Hock E. Tan    
|       | 
|32.2   |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Justine F. Lien



23