8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: April 30, 2003
(Date of earliest event reported)

0-26660
(Commission file number)

ESS TECHNOLOGY, INC.

(Exact name of registrant as specified in its Charter)

CALIFORNIA	94-2928582
(State or other jurisdiction	(IRS Employer
of incorporation)	Identification No.)

48401 FREMONT BOULEVARD
FREMONT, CALIFORNIA 94538
(Address of principal executive offices including zip code)

(510) 492-1088
(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits.
	Item 9. Regulation FD Disclosure.
SIGNATURE
EXHIBIT 99.1

Item 7.           Financial Statements and Exhibits.

(c)	Exhibits.
99.1	Press Release dated April 30, 2003 regarding financial results and certain other information related to the first quarter of fiscal year 2003.

Item 9.           Regulation FD Disclosure.

     On April 30, 2003, ESS Technology, Inc. (ESS) announced its consolidated financial results for the first quarter of fiscal year 2003. A copy of this press release is furnished as an exhibit to this Current Report on Form 8-K. The information contained in this Form 8-K is being furnished pursuant to Item 12-Results of Operations and Financial Condition and is being presented under Item 9 of Form 8-K as directed by the U.S. Securities and Exchange Commission in Release Nos. 33-8216 and 34-47583 and should not be deemed “filed” for the purposes of the Securities Exchange Act of 1934, as amended. Furthermore, the information in this Current Report on Form 8-K, including the exhibit, shall not be deemed to be incorporated by reference into the filings of ESS under the Securities Act of 1933, as amended.

Use of Non-GAAP Information

     In addition to providing results that are determined in accordance with Generally Accepted Accounting Principles (GAAP), ESS also provides certain non-GAAP financial measures that exclude certain charges as additional information relating to its operating results. These measures are not in accordance with, or an alternative to, GAAP and may be different from non-GAAP measures used by other companies. The calculations of non-GAAP financial measures have been adjusted to exclude the effects of amortization of intangible assets, write down of investments, and related tax effects. Pursuant to the requirements of Regulation G, ESS has provided reconciliations within the earnings release of the non-GAAP financial measures to the most directly comparable GAAP financial measures as well as a statement disclosing the reasons why ESS’ management believes that the non-GAAP financial measures provide useful information to investors.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 30, 2003	ESS TECHNOLOGY, INC.
	By:	/s/ Robert L. Blair
		Robert L. Blair
		President and Chief Executive Officer

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EXHIBIT INDEX

99.1 Press Release dated April 30, 2003 regarding financial results and certain other information related to the first quarter of fiscal year 2003.

EX-99.1 3 f89709exv99w1.htm EXHIBIT 99.1

EXHIBIT 99.1

NEWS

FOR IMMEDIATE RELEASE

Contact Information:
ESS Technology, Inc.	Rebecca Mack
Investor Relations	Bergman Mack & Associates
(510) 492-1161	(949) 981-4496

ESS TECHNOLOGY REPORTS FIRST QUARTER 2003 RESULTS

     FREMONT, Calif., April 30, 2003 — ESS Technology (Nasdaq: ESST) today reported net revenues for the first quarter of 2003 of $33.2 million compared to $79.1 million for the same period last year and compared to $47.5 million in the fourth quarter of 2002.

     Net loss for the first quarter of 2003 was ($2.1) million, or ($0.05) per diluted share, compared to net income of $16.4 million, or $0.34 per diluted share, for the first quarter of 2002. For the fourth quarter of 2002, net income was $0.8 million, or $0.02 per diluted share.

     Non-GAAP (1) (formerly referred to as pro forma) net (loss) for the first quarter of 2003 was ($1.6) million, or ($0.04) per diluted share, compared to first quarter 2002 non-GAAP net income of $17.9 million, or $0.37 per diluted share. Non-GAAP net income and loss excludes the effects of amortization of intangible assets, write-down of investments, and related tax effects.

     “Our first quarter results were in-line with our guidance, with both VCD and DVD revenues where we had forecasted,” said Robert Blair, president and CEO of ESS Technology. “Although we are reporting a loss this quarter, there were nonetheless several bright spots in the quarter’s performance. We increased our market share in the expanding VCD market, and we expect this to continue to be a strong product line for ESS throughout 2003. Most importantly, the sampling of our new single-chip DVD product, the Vibratto II, to customers worldwide

this quarter has been met with positive reception. We believe this new high-performance chip will allow ESS to gain market share in the DVD market in China and the rest of the world.”

     “In addition, we continue to be successful in gaining design wins for our Vantage MPEG encoding solution. We have already received design wins for DVD-recordable and digital video recorder (DVR) products from leading manufacturers in Japan, Korea, China and Europe. We believe the recording capability is the next important digital video product application and our Vantage MPEG encoder has the requisite features, performance, and cost effectiveness to be successful in this rapidly expanding market. Overall, we are excited about our many new product offerings in 2003 for the DVD, VCD, digital video recording and digital audio and digital media player markets,” Mr. Blair concluded.

Second Quarter 2003 Guidance

     The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially. We are under no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Continuing uncertainty in global economic conditions makes it particularly difficult to predict product demand and other related matters.

     We expect net revenues for the second quarter of 2003 to range from $33 – $36 million, and gross margins to range from 33% – 36%. We also expect R&D spending to increase by approximately 25%, reflecting increased new product activity. Overall, we expect a GAAP loss per diluted share to be in the range of ($0.08) to ($0.13) and a non-GAAP loss per diluted share in the range of ($0.04) to ($0.09). Non-GAAP net income and loss excludes the effects of amortization of intangible assets, investment gains and losses, and related tax effects.

Earnings Conference Call

     As previously announced, ESS Technology, Inc. has scheduled a conference call beginning 2:00 p.m. PDT / 5:00 p.m. EDT, April 30, 2003, to discuss its first quarter 2003 results. Investors are invited to listen to a live webcast of the conference call at www.esstech.com or www.videonewswire.com/ESST/043003. A replay of the webcast will also be available at www.esstech.com and www.videonewswire.com/ESST/043003 or by telephone at (800) 633-8284 (U.S./Canada) / (402) 977-9140 (International), Reservation #21140511, beginning at 5:00 p.m. PDT / 8:00 p.m. EDT, April 30, 2003.

About ESS Technology

     ESS Technology, Inc., is a leading supplier of high-performance feature-rich chips, applications and solutions for digital entertainment markets. ESS provides advanced products that enable the emergence of digital home systems that deliver and manage entertainment and information in the home.

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     ESS, headquartered in Fremont, California, has R&D, sales, and technical support offices worldwide. ESS Technology’s common stock is traded on the Nasdaq National Market under the symbol “ESST”. ESS Technology’s web site address is: http://www.esstech.com.

(ATTACHMENTS: Consolidated Summary Financial Statements)

     The matters discussed in this news release include certain forward-looking statements that involve risks and uncertainties, including, but not limited to, the impact of competitive products and pricing, the possible reduction of consumer spending occasioned by general economic conditions, the timely availability and acceptance of the ESS’ new products, the dependence on continued growth in demand for consumer multimedia products, the uncertainty of the outcome of any litigation proceedings, and the other risks detailed from time to time in the SEC reports of ESS, including the reports on Form 10-K, Form 10-Q and Form 8-K (if any) which we incorporate by reference. Actual results could differ materially from those projected in the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.

     All trademarks mentioned in this news release are owned by their respective holders and are used in this news release for identification purposes only.

# # #

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ESS TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands)

			March 31,		December 31,
			2003		2002
ASSETS
Current Assets:
	Cash and cash equivalents		$	99,636	$	138,072
	Short-term investments			70,019		61,030
	Accounts receivable, net			26,965		28,468
	Inventories			21,086		24,155
	Prepaid expenses and other assets			2,715		2,834
		Total current assets		220,421		254,559
Property, plant and equipment, net				20,320		18,985
Other assets, net				12,536		8,058
		Total Assets	$	253,277	$	281,602
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable and accrued expenses		$	33,377	$	35,084
	Income taxes payable and deferred income taxes			9,362		9,474
		Total current liabilities		42,739		44,558
Non-current deferred tax liability				7,676		7,676
Shareholders’ equity:
	Common stock			178,004		196,344
	Accumulated other comprehensive income			294		504
	Retained earnings			24,564		32,520
		Total shareholders’ equity		202,862		229,368
		Total Liabilities and Shareholders’ Equity	$	253,277	$	281,602

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ESS TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS-GAAP BASIS
(unaudited)
(in thousands, except per share data)

			Three months ended
			March 31,			March 31,
			2003			2002
Net revenues			$	33,151		$	79,115
Cost of revenues				23,376			44,839
	Gross profit			9,775			34,276
				29	%		43	%
Operating expenses:
	Research and development			6,256			6,381
	Selling, general and administrative			6,674			10,356
Operating income (loss)				(3,155	)		17,539
Nonoperating income (loss), net				944			(1,267	)
Income (loss) before provision for (benefit from) income taxes				(2,211	)		16,272
Provision for (benefit from) income taxes				(98	)		(114	)
Net income (loss)			$	(2,113	)	$	16,386
Net income (loss) per share:
		Basic	$	(0.05	)	$	0.37
		Diluted	$	(0.05	)	$	0.34
Weighted average common shares:
		Basic		41,662			44,209
		Diluted		41,662			48,331

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ESS TECHNOLOGY, INC.
NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1)(2)
(unaudited)
(in thousands, except per share data)

			Three months ended
			March 31,			March 31,
			2003			2002
Net revenues			$	33,151		$	79,115
Cost of revenues				23,376			44,839
	Gross profit			9,775			34,276
				29	%		43	%
Operating expenses:
	Research and development			6,035			6,352
	Selling, general and administrative			6,674			10,356
Operating income (loss)				(2,934	)		17,568
Nonoperating income, net				1,294			1,278
Income (loss) before provision for (benefit from) income taxes				(1,640	)		18,846
Provision for (benefit from) income taxes				(69	)		906
Net income (loss) - Non - GAAP			$	(1,571	)	$	17,940
Net income (loss) per share - Non - GAAP
		Basic	$	(0.04	)	$	0.41
		Diluted	$	(0.04	)	$	0.37
Weighted average common shares:
		Basic		41,662			44,209
		Diluted		41,662			48,331

(1)  Use of Non-GAAP Financial Information:

To supplement our consolidated financial statements presented in accordance with GAAP, we use non-GAAP measures of operating results, net income/(loss) and earnings per share, which are adjusted from results based on GAAP to exclude certain expenses, gains and losses. These non-GAAP measures are provided to enhance the user’s overall understanding of our current financial performance and our prospects for the future. Specifically, we believe the non-GAAP results provide useful information to both management and investors by excluding certain expenses, gains and losses that we believe are not indicative of our on-going core operating results. In addition, since we have historically reported non-GAAP results to the investment community, we believe the inclusion of non-GAAP numbers provides consistency in our financial reporting. Further, these non-GAAP results are one of the primary indicators management uses for planning and forecasting results for future periods. The non-GAAP

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information is presented using consistent methodology from quarter-to-quarter and year-to-year. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.

(2)  Non-GAAP adjustments are detailed within the schedule entitled “Reconciliation of GAAP Basis Net Income (loss) to Non-GAAP Net Income (loss)”

ESS TECHNOLOGY, INC.
RECONCILIATION OF GAAP BASIS NET INCOME (LOSS) TO NON-GAAP NET INCOME (LOSS)
(unaudited)
(in thousands)

		Three months ended
		March 31,			March 31,
		2003			2002
Net income (loss) - GAAP basis		$	(2,113	)	$	16,386
Non-GAAP Adjustments:
	Amortization of intangible assets (3)		221			29
	Write down of investments (4)		350			2,545
	Tax effect of items (3) and (4)		(29	)		(1,020	)
Net income (loss) - Non - GAAP		$	(1,571	)	$	17,940

(3)	Non-GAAP amounts for all periods presented exclude the effects of amortization of intangible assets, amounting to $221 and $29 for the three months ended March 31, 2003 and March 31, 2002, respectively,
(4)	Non-GAAP amounts for all periods presented exclude the effect of the write-down of investments, amounting to $350 and $2,545 for the three months ended March 31, 2003 and March 31, 2002, respectively,

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EX-99.1

Exhibit 99.1