-----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, Em6uHnTkxa3p57n4IyGvdsGxXR9qj4mO1yAw/OKUprCsR8diHpxsaM8rNwnZIeq1 8uP7EDk6zsLbxUljfLJ3Tw== 0001157523-03-003314.txt : 20030724 0001157523-03-003314.hdr.sgml : 20030724 20030724162349 ACCESSION NUMBER: 0001157523-03-003314 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030724 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030724 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: 03801198 BUSINESS ADDRESS: STREET 1: 2575 AUGUSTINE DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054-2914 BUSINESS PHONE: 4088554900 MAIL ADDRESS: STREET 1: 2575 AUGUSTINE DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054-2914 8-K 1 a4441434.txt ALLIANCE SEMICONDUCTOR 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 (Date of earliest event reported): July 24, 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. FINANCIAL STATEMENTS AND EXHIBITS (C) Exhibit 99.1. Press release issued by Alliance Semiconductor Corporation on July 24, 2003. ITEM 9. REGULATION FD DISCLOSURE The following information, which is intended to be furnished under Item 12, "Results of Operations and Financial Condition," is instead being furnished under Item 9, "Regulation FD Disclosure." This information shall not be deemed "filed" for 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 (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. (a) On July 24, 2003, Alliance Semiconductor issued a press release announcing results for the fiscal quarter ended June 28, 2003. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated into this form 8-K by reference. 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 July 24, 2003 EX-99 3 a4441434ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Alliance Semiconductor Reports Financial Results for the First Quarter Ended June 30, 2003 SANTA CLARA, Calif.--(BUSINESS WIRE)--July 24, 2003--Alliance Semiconductor Corporation (Nasdaq:ALSC) today reported financial results for the first fiscal quarter of 2004 ended June 30, 2003. First Quarter Highlights -- Increased System Solutions revenue by 32% sequentially and added 4 new customers and 4 new design wins in the quarter -- Introduced development platform for PMC-Sierra's RM9000(TM) family of integrated processors -- Released a programmable serial dual PLL EMI reduction device and design kit -- Introduced 7 new products in the Mixed Signal business unit and continued to penetrate the notebook market by securing design wins at major notebook suppliers -- Achieved design wins in the mobile applications market providing ultra-low power general purpose EMI reduction devices -- Successfully penetrated the audio market with design wins at OEMs, such as Bantam, and a leading MP3 chipmaker -- Licensed IP related to supervisory devices that the company will introduce in the second half of this calendar year -- Named semiconductor industry veteran David Casey, Vice President of Worldwide Sales The Company reported revenues of $5.1 million, compared to $5.1 million in the previous quarter and $4.3 million for the first quarter of fiscal 2003. The non-memory business units represented 32% of the Company's total revenue compared to 39% in the previous quarter. The net loss for the first quarter was $13 million, or ($0.37) per share, compared to a net loss of $25.5 million or ($0.72) per share for the previous quarter, and a net loss of $15.3 million or ($0.38) per share in the same quarter last year. Operating expenses for the quarter were $10.6 million, a decrease from the $12.1 million reported in the fourth quarter of fiscal 2003. Operating expenses for the fourth quarter of fiscal 2003 included a one-time charge of $1.6 million related to the acquisition of Chip Engines, Inc. "Our results reflect sequential growth in both our System Solutions and Memory business units, which were offset by a decline in sales for our Mixed Signal business unit," said N.D. Reddy, Alliance Chairman, President and CEO. "System Solutions continues to build momentum and has experienced a consistent increase in demand from end customers for the SP1011 in a variety of market segments. Additionally, we have seen an increase in activity and product introductions within the Mixed Signal business unit, however, these opportunities did not translate into revenue during the quarter. Overall, we anticipate that the design wins we are generating with industry leaders will result in an expansion of our revenue base in the second half of fiscal 2004." Mr. Reddy continued, "One of our key objectives in achieving profitability is strengthening our sales efforts, which was accomplished this quarter through the appointment of David Casey as our Vice President of Worldwide Sales. Mr. Casey joined Alliance with more than 19 years of industry experience and a proven track record of growing revenues and leading sales initiatives for world-class organizations. With his appointment, our infrastructure is firmly in place to drive our growth over the coming twelve months." Business Outlook Alliance Chairman, President and Chief Executive Officer, N.D. Reddy, and Chief Financial Officer, Ron Shelton will update the business outlook and give guidance for the second quarter of fiscal 2004 during the earnings conference call at 2:00 PT on July 24, 2003. First Quarter 2004 Financial Results Web cast/Conference Call The Alliance management team will host a live web cast and conference call to discuss the first quarter financial results beginning at 2:00 P.M. (PT) on Thursday, July 24, 2003. Investors and other interested parties may participate in the call by dialing 800-633-8489 at least fifteen minutes prior to the call and enter pass code 21153893 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. 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; continued decline in value of securities that we hold and have a limited ability to sell; 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 29, 2003, 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) June March 2003 2003 --------- --------- ASSETS Current assets: Cash and cash equivalents $2,916 $8,642 Short term investments 166,145 148,711 Accounts receivable, net 1,748 2,058 Inventory 4,306 2,862 Other current assets 3,693 5,154 --------- --------- Total current assets 178,808 167,427 Property and equipment, net 7,817 8,205 Investment in Tower Semiconductor Corporation 17,980 15,822 (excluding short term portion) Alliance Ventures LP and other investments 39,625 38,319 Other non-current assets 14,384 15,408 --------- --------- Total assets $258,614 $245,181 ========= ========= Current liabilities: Accounts payable $3,635 $4,298 Accrued liabilities 5,437 5,053 Income taxes payable 19,490 4,520 Deferred income taxes 30,379 23,840 Short term borrowings and current portion of long term obligations 38,984 46,009 --------- --------- Total current liabilities 97,925 83,720 Long term liabilities: Long term obligations 1,002 1,326 Deferred income taxes 730 0 --------- --------- Total liabilities 99,657 85,046 --------- --------- Minority interest in consolidated subsidiaries 152 915 --------- --------- Stockholders' equity: Common stock 432 432 Additional paid-in capital 131,223 131,175 Retained earnings 12,479 25,510 Accumulated other comprehensive income 14,671 2,103 --------- --------- Total stockholders' equity 158,805 159,220 --------- --------- $258,614 $245,181 ========= ========= ALLIANCE SEMICONDUCTOR CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) Three Months Ended June 30, --------------------- 2003 2002 --------- --------- Net revenues $5,074 $4,299 Cost of revenues 3,245 15,015 --------- --------- Gross profit (loss) 1,829 (10,716) --------- --------- Operating expenses: Research and development 6,599 4,516 Selling, general and administrative 3,992 4,550 --------- --------- Total operating expenses 10,591 9,066 --------- --------- Income (loss) from operations (8,762) (19,782) Gain (loss) on investments (752) 12,058 Writedown of marketable securities and venture investments (403) (11,002) Other income (expense), net (911) (792) --------- --------- Income (loss) before income taxes and equity in income (loss) of investees (10,828) (19,518) Provision (benefit) for income taxes (178) (6,171) --------- --------- Income (loss) before minority interest in consolidated subsidiaries and equity in income (loss) of investees (10,650) (13,347) Minority interest in consolidated subsidiaries 478 528 Equity in income (loss) of investees (2,859) (2,444) --------- --------- Net income (loss) ($13,031) ($15,263) ========= ========= Net income (loss) per share: Basic ($0.37) ($0.38) ========= ========= Diluted ($0.37) ($0.38) ========= ========= Weighted average number of common shares: Basic 34,988 39,872 ========= ========= Diluted 34,988 39,872 ========= ========= CONTACT: Alliance Semiconductor Corporation Ron Shelton, 408-855-4958 rshelton@alsc.com or Investor Contact: Shelton Investor Relations Leanne Sievers, 972-239-5119, ext.114 lsievers@sheltongroup.com -----END PRIVACY-ENHANCED MESSAGE-----