-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RtHya+XWlvezDWkMnDoYuJ+wvrCIIm6N5SUgUZ59sRhcx9fLRT0XQxtn4RlgtMfH +HKuy/9mNAam985EfDOHDg== 0001157523-05-003660.txt : 20050422 0001157523-05-003660.hdr.sgml : 20050422 20050422060031 ACCESSION NUMBER: 0001157523-05-003660 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050422 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050422 DATE AS OF CHANGE: 20050422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LATTICE SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000855658 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 930835214 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18032 FILM NUMBER: 05765912 BUSINESS ADDRESS: STREET 1: 5555 NE MOORE COURT CITY: HILLSBORO STATE: OR ZIP: 97124-6421 BUSINESS PHONE: 5032688000 MAIL ADDRESS: STREET 1: 5555 NE MOORE COURT CITY: HILLSBORO STATE: OR ZIP: 97124 8-K 1 a4870541.txt LATTICE SEMICONDUCTOR CORPORATION 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 22, 2005 (Date of earliest event reported) LATTICE SEMICONDUCTOR CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-18032 93-0835214 - --------- -------- ---------- (State of incorporation) (Commission (IRS Employer Identification File Number) No.) 5555 N.E. Moore Court, Hillsboro, Oregon 97124-6421 - ------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (503) 268-8000 -------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 21, 2005, Lattice Semiconductor Corporation (the "Company") issued a press release announcing the Company's financial results for the fiscal quarter ended April 2, 2005. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 2.02, in Item 9.01 hereof and in Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS The following exhibit is being furnished (not filed) herewith: Exhibit Number Description - ----------------- ------------------------------------------------------------- 99.1 Press Release dated April 21, 2005, entitled "Lattice Semiconductor Reports First Quarter Financial Results" SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LATTICE SEMICONDUCTOR CORPORATION (Registrant) Date: April 21, 2005 By: /s/ Jan Johannessen ------------------------- Jan Johannessen Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - ----------------- ------------------------------------------------------------- 99.1 Press Release dated April 21, 2005, entitled "Lattice Semiconductor Reports First Quarter Financial Results" (furnished herewith) EX-99.1 2 a4870541ex991.txt EXHIBIT 99.1 Exhibit 99.1 Lattice Semiconductor Reports First Quarter Financial Results HILLSBORO, Ore.--(BUSINESS WIRE)--April 21, 2005--Lattice Semiconductor Corporation (NASDAQ:LSCC) today announced financial results for the first quarter ended March 2005. Revenue for the first quarter was $51.3 million, an increase of six percent from last quarter's revenue of $48.5 million but down 13 percent from the $59.1 million reported in the same quarter a year ago. Quarterly revenue from PLD products was $42.1 million, or 82 percent of total revenue, and grew six percent sequentially. Quarterly revenue from FPGA products was $9.2 million, or 18 percent of total revenue, and grew four percent sequentially. Quarterly revenue from New products, now 28 percent of total revenue, grew 13 percent sequentially and 86 percent on a year over year basis. Net loss for the first quarter was $10.9 million ($0.10 per share) as compared to the net loss of $13.1 million ($0.12 per share) reported last quarter. These losses include charges of $4.4 million and $5.8 million, respectively, for the amortization of intangible assets. Excluding these charges, loss for the first quarter was $6.5 million ($0.06 per share) as compared to a loss of $7.4 million ($0.07 per share) reported last quarter on a similar basis. These non-cash charges have been highlighted as they are currently expected to be substantially eliminated in 2008. The Company believes exclusion of these charges more closely approximate its cash earnings performance. A reconciliation of non-GAAP net loss to GAAP net loss accompanies the financial tables in this earnings release. "During the first quarter, the programmable logic market experienced a general recovery", stated Cyrus Y. Tsui, chairman and chief executive officer. "Due to these favorable conditions and a continuation of our new product revenue growth, we posted sequential quarterly revenue growth above our initial outlook. "Last quarter we also made a major product announcement with the successful introduction of our second new FPGA family, the LatticeXP(TM)", continued Tsui. "This differentiated next generation FPGA combines a low-cost architecture with non-volatile, infinitely reconfigurable ispXP (expanded programmability) technology. Manufactured using an advanced 130nm embedded flash process technology jointly developed with Fujitsu, LatticeXP devices will allow a significant reduction in the historic price premium (compared to volatile FPGA devices) for non-volatile FPGA devices. We are pleased with the initial customer reception and expect the LatticeXP family to open new avenues of revenue growth for Lattice in the future." Business Outlook - June 2005 Quarter: -- Sequential revenue growth is expected to be in the low to mid single digit range; -- Gross margin percent is expected to be approximately flat; -- Total operating expenses are expected to decrease by approximately $1 to $2 million; -- Intangible asset amortization is expected to be approximately $4.1 million; and -- Other Income is expected to be approximately $1.5 million. On April 22, 2005, Lattice will hold a telephone conference call at 5:30 a.m. (Pacific Time) with financial analysts. Investors may listen to our conference call live via the web at www.lscc.com. Replays of the call will also be available at www.lscc.com. On June 14, 2005, we plan to publish a "Business Update Statement" on our website. Our financial guidance will be limited to the comments on our public quarterly earnings call and these public business outlook statements. Additionally, during the June 2005 quarter, Lattice plans to participate in investor conferences sponsored by Piper Jaffray, JP Morgan and Bear Stearns. Specific presentation dates and times are posted on our website at www.lscc.com. The foregoing paragraphs contain forward-looking statements within the meaning of the federal securities laws including statements about future quarterly financial results, revenues, customers, product offerings and the Company's ability to compete. Investors are cautioned that actual events and results could differ materially from these statements as a result of a number of factors, including overall semiconductor market conditions, market acceptance and demand for the Company's new products, the Company's dependencies on our silicon wafer suppliers, the impact of competitive products and pricing, technological and product development risks. The Company does not intend to update or revise any forward looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Lattice Semiconductor Corporation provides the industry's broadest range of Field Programmable Gate Arrays (FPGA) and Programmable Logic Devices (PLD), including Field Programmable System Chips (FPSC), Complex Programmable Logic Devices (CPLD), Programmable Mixed-Signal Products (ispPAC(R)) and Programmable Digital Interconnect Devices (ispGDX(R)). Lattice also offers industry leading SERDES products. Lattice is "Bringing the Best Together" with comprehensive solutions for system design, including an unequaled portfolio of non-volatile programmable devices that deliver instant-on operation, security and "single chip solution" space savings. Lattice products are sold worldwide through an extensive network of independent sales representatives and distributors, primarily to OEM customers in communications, computing, industrial, consumer, automotive, medical and military end markets. Company headquarters are located at 5555 NE Moore Court, Hillsboro, Oregon 97124-6421, USA; telephone 503-268-8000, fax 503-268-8037. For more information about Lattice Semiconductor Corporation, visit http://www.latticesemi.com Lattice Semiconductor Corporation, Lattice (& design), L (& design), LatticeXP, ispXP and specific product designations are either registered trademarks or trademarks of Lattice Semiconductor Corporation or its subsidiaries in the United States and/or other countries. Lattice Semiconductor Corporation Consolidated Statement of Operations (in thousands, except per share data) Three months ended ------------------ Mar. 31, Dec. 31, Mar. 31, Description 2005 2004 2004 - ---------------------------------------------------------------------- (unaudited)(unaudited)(unaudited) Revenue $ 51,283 $ 48,541 $ 59,071 Costs and expenses: Costs of products sold 22,171 21,058 24,719 Research and development 24,557 22,886 22,259 Selling, general and administrative 14,333 13,017 13,087 Amortization of intangible assets (1)(2) 4,416 5,759 18,654 --------- --------- --------- Total costs and expenses 65,477 62,720 78,719 --------- --------- --------- Loss from operations (14,194) (14,179) (19,648) Other income, net 3,409 1,141 3,107 --------- --------- --------- Loss before provision for income taxes (10,785) (13,038) (16,541) Provision for income taxes 100 100 0 --------- --------- --------- Net loss ($10,885) ($13,138) ($16,541) ========= ========= ========= Basic net loss per share ($0.10) ($0.12) ($0.15) ========= ========= ========= Diluted net loss per share ($0.10) ($0.12) ($0.15) ========= ========= ========= Shares used in per share calculations: Basic 113,460 113,307 112,627 ========= ========= ========= Diluted (3) 113,460 113,307 112,627 ========= ========= ========= Notes: (1) Intangible assets subject to amortization aggregate $37.0 million, net, at March 31, 2005 and relate to the acquisition of Cerdelinx Technologies, Inc. on August 26, 2002, the acquisition of the FPGA business of Agere Systems, Inc. on January 18, 2002 and the acquisition of Integrated Intellectual Property Inc. on March 16, 2001. These intangible assets are amortized to expense generally over three to seven years on a straight-line basis. (2) Includes $0.6 million, $0.6 million and $0.8 million of deferred stock compensation expense for the quarters ended March 31, 2005, December 31, 2004, and March 31, 2004, respectively, attributable to Research and Development activities. (3) For all periods presented, the computation of diluted net loss per share excludes the effect of stock options and our Zero Coupon Convertible Subordinated Notes as they are antidilutive. Lattice Semiconductor Corporation Consolidated Balance Sheet (in thousands) Mar. 31, Dec. 31, Description 2005 2004 - ---------------------------------------------------------------------- (unaudited) Assets Current assets: Cash and marketable securities $ 253,212 $ 296,295 Accounts receivable, net 24,940 19,587 Inventories 36,530 38,634 Other current assets 44,203 46,527 --------- --------- Total current assets 358,885 401,043 Property and equipment, net 45,708 47,586 Foundry investments, advances and other assets 94,310 97,877 Goodwill and other intangible assets, net (1) 260,601 264,400 --------- --------- $ 759,504 $ 810,906 ========= ========= Liabilities and Stockholders' Equity Current liabilities: Accounts payable and other accrued liabilities $ 37,679 $ 61,161 Deferred income on sales to distributors 10,776 11,399 --------- --------- Total current liabilities 48,455 72,560 Zero Coupon Convertible Subordinated Notes due in 2010 153,500 169,000 Other long-term liabilities 27,347 26,755 --------- --------- 180,847 195,755 Stockholders' equity 530,202 542,591 --------- --------- $ 759,504 $ 810,906 ========= ========= Note: (1) At March 31, 2005, includes approximately $223.6 million in Goodwill and $37.0 million of other intangible assets, net, related to previous acquisitions. The other intangible assets are being amortized to expense generally over three to seven years. Goodwill is not amortized effective with the March 2002 quarter. Appendix 1 Lattice Semiconductor Corporation Consolidated Operations Information- Non-GAAP Basis(1) (in thousands, except per share data) (unaudited) Three months ended ------------------ Mar. 31, Dec. 31, Mar. 31, Description 2005 2004 2004 - ---------------------------------------------------------------------- Revenue $ 51,283 $ 48,541 $ 59,071 Costs and expenses: Costs of products sold 22,171 21,058 24,719 Research and development 24,557 22,886 22,259 Selling, general and administrative 14,333 13,017 13,087 -------- -------- -------- Total costs and expenses 61,061 56,961 60,065 -------- -------- -------- Loss from operations (9,778) (8,420) (994) Other income, net 3,409 1,141 3,107 -------- -------- -------- (Loss) income before provision for income taxes (6,369) (7,279) 2,113 Provision for income taxes 100 100 0 -------- -------- -------- Non-GAAP net (loss) income ($6,469) ($7,379)$ 2,113 ======== ======== ======== Diluted Non-GAAP (loss) income per share (2) ($0.06) ($0.07)$ 0.02 ======== ======== ======== Shares used in calculations 113,460 113,307 117,795 ======== ======== ======== Notes: (1) This table presents operating information which is consistent with the information reported by Thompson Financial, Reuters and Zacks for Lattice Semiconductor Corporation. A reconciliation to GAAP on a per share basis is attached as Appendix 2. (2) For the three months ended March 31, 2005 and December 31, 2004, the computation of diluted Non-GAAP loss excludes the effect of stock options and our Zero Coupon Subordinated Convertible Notes as they are antidilutive. For the three months ended March 31, 2004, the computation of diluted Non-GAAP income includes the effect of stock options but excludes the effect of our Zero Coupon Subordinated Convertible Notes as they are antidilutive. Appendix 2 Lattice Semiconductor Corporation Non-GAAP Earnings Reconciliation (1) (unaudited) Three months ended ------------------ Mar. 31, Dec. 31, Mar. 31, Description 2005 2004 2004 - ---------------------------------------------------------------------- Net loss ($0.10) ($0.12) ($0.15) Add: Amortization of intangible assets $ 0.04 $ 0.05 $ 0.17 ------- ------- ------- Non-GAAP (loss) income ($0.06) ($0.07)$ 0.02 ======= ======= ======= Notes: (1) This table reconciles net loss to non-GAAP information, which is presented in Appendix 1, on a per-share basis. Appendix 3 LATTICE SEMICONDUCTOR CORPORATION - Supplemental Historic Financial Information - (Q1 2005) Operations Information Q105 Q404 Q104 ------ ------ ------ Percent of Revenue Gross Margin 56.8% 56.6% 58.2% R&D Expense 47.9% 47.1% 37.7% SG&A Expense 27.9% 26.8% 22.2% Operating Loss -27.7% -29.2% -33.3% Operating Loss (Non-GAAP) -19.1% -17.3% -1.7% Depreciation Expense ($000) 3,764 3,890 4,498 Capital Expenditures ($000) 1,886 2,301 2,022 Balance Sheet Information Current Ratio 7.4 5.5 9.3 A/R Days Revenue Outstanding 44 37 40 Inventory Months 4.9 5.5 5.4 Revenue % (by Product Family) FPGA 18% 18% 19% PLD 82% 82% 81% Revenue % (by Product Classification(1)) New 28% 26% 13% Mainstream 36% 35% 43% Mature 36% 39% 44% Revenue % (by Geography) Americas 30% 33% 36% Europe (incl. Africa) 25% 26% 24% Asia (incl. ROW) 45% 41% 40% Revenue % (by End Market) Communications 53% 48% 53% Computing 19% 20% 19% Other 28% 32% 28% Revenue % (by Channel) Direct 59% 59% 58% Distribution 41% 41% 42% (1)Product Classification: - ----------------------- New: LatticeEC/P, FPSC, XPLD, XPGA, GDX2, ORCA 4, ispMACH 4000/Z, ispPAC-PWR, ispCLK Mainstream: ORCA 3, GDX/V, ispMACH L/V, ispLSI 2000V, ispLSI 5000V, ispLSI 8000V, ispMACH 5000V/G, and Other Mature: ORCA 2, all 5-Volt CPLDs, all SPLDs CONTACT: Lattice Semiconductor Corporation Roddy Sloss, 503-268-8000 -----END PRIVACY-ENHANCED MESSAGE-----