-----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, FC5udBLvgitv/O78z5Ufl9jBh5mfxN2QmoDxZWQ2GjIryvuEKBiXJjr9SSQSWf1n RSs0gWZKkxr9JHT126oeyw== 0001157523-03-001472.txt : 20030429 0001157523-03-001472.hdr.sgml : 20030429 20030429170208 ACCESSION NUMBER: 0001157523-03-001472 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030429 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE SEMICONDUCTOR CORP /DE/ CENTRAL INDEX KEY: 0000913293 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770057842 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22594 FILM NUMBER: 03670157 BUSINESS ADDRESS: STREET 1: 3099 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134-2006 BUSINESS PHONE: 4083834900 MAIL ADDRESS: STREET 1: 3099 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 a4386404.txt ALLIANCE SEMICONDUCTOR 8-K 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 (Date of earliest event reported): April 29, 2003 Alliance Semiconductor Corporation (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 0-22594 77-0057842 Commission File Number (I.R.S. Employer Identification Number) 2575 Augustine Drive Santa Clara, California 95054 -------------------------------------------------- (Address of principal executive offices) (Zip Code) (408) 855-4900 (Registrant's telephone number, including area code): Item 7. EXHIBITS (C) Exhibit 99.1 which is a press release issued by Alliance Semiconductor Corporation on April 29, 2003 is being furnished with this report pursuant to Item 12 (a), below, and is hereby incorporated by reference. ITEM 9. REGULATION FD DISCLOSURE The following information is being provided under Item 12: (a) The following information is being furnished by Alliance Semiconductor Corporation as required by this Item 12 (a) and shall not be deemed to be "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934. On April 29, 2003, Alliance Semiconductor issued a press release announcing results for the fiscal fourth quarter and year ended March 29, 2003. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated by reference in response to this Item 12 (a). Exhibits -------- 99.1 Financial information for Alliance Semiconductor Corporation for the quarter and year ended March 29, 2003 and forward-looking statements relating to 2004 and the first quarter of 2004 as presented in a press release of April 29, 2003. 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. Alliance Semiconductor Corporation By: /s/ Ronald K. Shelton ---------------------------------------------- Name: Ronald K. Shelton Title: Chief Financial Officer and Vice President Finance and Administration April 29, 2003 EX-99 3 a4386404_ex991.txt ALLIANCE SEMICONDUCTOR EXHIBIT 99.1 Exhibit 99.1 Alliance Semiconductor Reports Financial Results for the Fiscal Fourth Quarter and Fiscal Year Ended March 31, 2003 SANTA CLARA, Calif.--(BUSINESS WIRE)--April 29, 2003--Alliance Semiconductor Corporation (Nasdaq:ALSC) today reported financial results for the fiscal fourth quarter and fiscal year ended March 31, 2003. Fiscal Year 2003 Highlights -- Successfully diversified company into three main business units: mixed signal, system solutions and memory -- Non-memory business units represented 25% of revenue for the fiscal year and 40% of revenue in fiscal fourth quarter. -- Repurchased over 6 million shares of Alliance common stock in fiscal year 2003 -- Introduced 40 new products in our Mixed Signal business unit, including 2 new general purpose EMI reduction IC's in the switching power supply market that were featured as products of the month in "Power Electronics Magazine" -- Added 23 new design wins in the System Solutions business unit -- Acquired Chip Engines, Inc., a leading fabless supplier of silicon solutions for next generation Metropolitan Area Network (MAN) platforms -- Expanded product portfolio with wide range of synchronous SRAMs, now qualified with over 50 customers Fourth Quarter Results The Company reported revenues of $5.1 million, as compared to the $5.1 million reported in the third quarter of fiscal 2003 and the $3.0 million for the same quarter in the previous year. The revenue attributable to the non-memory business units sequentially grew 36% and represented approximately 39% of the Company's total revenue compared to 28% in the previous quarter. This increase signifies the growing demand for the company's product offerings, and Alliance's continued commitment to diversifying its revenue channels. The net loss for the fourth quarter was $25.5 million, or ($0.72) per share, compared to a net loss of $43.6 million, or ($1.21) per share for the previous quarter, and the $18.3 million or ($0.44) per share reported in the fourth quarter 2002. Operating expenses for the quarter were $12.1 million, an increase from the $10.3 million reported in the third quarter of fiscal 2003. The increase in operating expenses for the fiscal fourth quarter was primarily due to costs associated with the Chip Engine acquisition and the ramp-up in product development of our mixed signal business unit, which resulted in the introduction of 9 new products in the fourth quarter. Fiscal 2003 Results For fiscal year 2003, the Company reported revenues of $18.5 million, a decrease from the $26.5 million reported in fiscal 2002. The net loss for fiscal year 2003 is $106.0 million or ($2.85) per share, compared to a net loss of $240.7 million, or ($5.86) per share reported in 2002. "The Company continues to accomplish key objectives in our pursuit of an accelerated path towards break-even and profitability. One of these objectives was to diversify the company into three main business units, and I am pleased to report this was our first year as a diversified company. In the March quarter, we achieved sequential revenue growth in our non-memory business units that accounted for approximately 40% of our overall revenue, and introduced 9 new products in the mixed signal business unit," said N.D. Reddy, Alliance Chairman, President and CEO. Mr. Reddy concluded by stating, "Increased activity from customers and broadened sales channels into higher growth markets have allowed us to better position ourselves within new markets, including the notebook and LCD display markets. Until overall market conditions improve, we are taking internal measures to manage costs by reducing expenses and overhead to allow us to further invest in research and development, thereby broadening our product portfolio." Business Outlook Alliance President and Chief Executive Officer, N.D. Reddy, and Chief Financial Officer, Ron Shelton will update the business outlook and give guidance for fiscal first quarter 2004 during the earnings conference call at 2:00 PT on April 29, 2003. Fiscal Year and Fourth Quarter 2003 Financial Results Web cast/Conference Call The Alliance management team will host a live web cast and conference call to discuss the fourth quarter and fiscal year 2003 financial results beginning at 2:00 P.M. PT on Tuesday, April 29, 2003. Investors and other interested parties may participate in the call by dialing 800-937-4589 at least fifteen minutes prior to the call and enter pass code 21140261 or listen to the live web cast by visiting the investor relations section of the Alliance website at www.alsc.com Company Information: Alliance Semiconductor Corporation is a leading worldwide provider of memory, mixed signal and system solutions for networking, wireless, consumer and computing markets. Through these integrated business units, Alliance provides leading OEMs with synchronous and fast asynchronous SRAMs and super low-power and pseudo SRAMs, high-speed chip-to-chip interconnects based on HyperTransport technology and mixed signal products for Electromagnetic Interference (EMI) management. Alliance develops and manufactures its products through independent manufacturing foundries using advanced CMOS process technologies with line widths as narrow as 0.13-microns. Founded in 1985, Alliance is headquartered in Santa Clara, California. Additional information is available on Alliance's Web site at: http://www.alsc.com. Alliance was founded in 1985. Additional Company information can be found on its home page: http://www.alsc.com. Forward Looking Statements Except for historical information, the above statements of this press release are forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward looking statements. These risks and uncertainties include such factors, among others, as further significant price erosion of the Company's products; continued significantly decreased demand and increased competitive environment for the Company's products; the Company's potential status as an Investment Act of 1940 reporting company; obsolescence of the Company's products; further accumulation of excess inventory or price erosion or obsolescence of existing inventory, any of which may result in charges against the Company's earnings; inability to timely ramp up production of and deliver new or enhanced products; inability to successfully recruit and retain qualified technical and other personnel; adverse developments in current or future litigation or administrative proceedings; further diminution in value of investments made by Alliance or by Alliance Venture Management, LLC; continued cancellation of orders in the Company's backlog and the risk factors listed in the Company's Form 10-K for the fiscal year ended March 30, 2002, which has been filed with the Securities and Exchange Commission, and which is available through the Company's home page, www.alsc.com. These forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or to reflect any change in events, conditions or circumstances on which any such forward-looking statement is based. ALLIANCE SEMICONDUCTOR CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited) March March 2003 2002 ------------- ----------- ASSETS Current assets: Cash and cash equivalents $8,642 $31,574 Short term investments 148,711 466,986 Accounts receivable, net 2,058 2,891 Inventory 2,862 19,636 Other current assets 5,154 12,913 --------------- -------------- Total current assets 167,427 534,000 Property and equipment, net 8,205 8,214 Investment in United Microelectronics Corp. 0 43,750 (excluding short term portion) Investment in Tower Semiconductor Corporation 15,822 16,278 (excluding short term portion) Alliance Ventures LP and other investments 38,319 72,575 Other non-current assets 15,408 7,753 --------------- -------------- Total assets $245,181 $682,570 =============== ============== Current liabilities: Accounts payable $4,298 $2,893 Accrued liabilities 5,053 6,178 Income taxes payable 4,520 22,087 Deferred income taxes 23,840 107,495 Short term borrowings and current portion of long term obligations 46,009 71,556 --------------- -------------- Total current liabilities 83,720 210,209 Long term liabilities: Long term obligations 1,326 4,808 Deferred income taxes 0 12,827 --------------- -------------- Total liabilities 85,046 227,844 --------------- -------------- Minority interest in consolidated subsidiaries 915 3,471 --------------- -------------- Stockholders' equity: Common stock 432 430 Additional paid-in capital 131,175 168,770 Retained earnings 25,510 131,558 Accumulated other comprehensive income 2,103 150,497 --------------- -------------- Total stockholders' equity 159,220 451,255 --------------- -------------- $245,181 $682,570 =============== ============== ALLIANCE SEMICONDUCTOR CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) (unaudited) Three Months Ended Twelve Months Ended March 31, March 31, ------------------- ---------------------- 2003 2002 2003 2002 --------- --------- ---------- ---------- Net revenues $5,065 $3,021 $18,522 $26,547 Cost of revenues 3,858 23,117 39,744 73,966 --------- --------- ---------- ---------- Gross profit (loss) 1,207 (20,096) (21,222) (47,419) --------- --------- ---------- ---------- Operating expenses: Research and development 7,598 4,114 24,543 11,341 Selling, general and administrative 4,543 8,373 18,066 20,377 --------- --------- ---------- ---------- Total operating expenses 12,141 12,487 42,609 31,718 --------- --------- ---------- ---------- Income (loss) from operations (10,934) (32,583) (63,831) (79,137) Gain (loss) on investments (257) 14,382 14,143 4,777 Writedown of marketable securities and venture investments (1,526) 0 (55,792) (296,846) Other income (expense), net (50) (3,704) (4,406) (5,287) --------- --------- ---------- ---------- Income (loss) before income taxes, equity in income (loss) of investees, and effect of accounting change (12,767) (21,905) (109,886) (376,493) Provision (benefit) for income taxes 10,448 (5,606) (11,303) (142,701) --------- --------- ---------- ---------- Income (loss) before minority interest in consolidated subsidiaries, equity in income (loss) ofinvestees, and effect of accounting change (23,215) (16,299) (98,583) (233,792) Minority interest in consolidated subsidiaries 405 533 3,322 533 Equity in income (loss) of investees (2,666) (2,505) (10,787) (9,512) Cumulative effect of change in accounting princple 0 0 0 2,055 --------- --------- ---------- ---------- Net income (loss) ($25,476) ($18,271) ($106,048) ($240,716) ========= ========= ========== ========== Net income (loss) per share: Basic ($0.72) ($0.44) ($2.85) ($5.86) ========= ========= ========== ========== Diluted ($0.72) ($0.44) ($2.85) ($5.86) ========= ========= ========== ========== Weighted average number of common shares: Basic 35,480 41,321 37,160 41,078 ========= ========= ========== ========== Diluted 35,480 41,321 37,160 41,078 ========= ========= ========== ========== CONTACT: Alliance Semiconductor Corporation Ron Shelton, 408/855-4958 rshelton@alsc.com or Shelton Investor Relations INVESTOR CONTACT Katherine Stubblefield, 512/482-8644 kstubblefield@sheltongroup.com -----END PRIVACY-ENHANCED MESSAGE-----