-----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, JQo7Gi/TNDSfvcNF5bv35TmPe8Vgtf62AxY/AiRy6LA1yFZaDS4YVolFojuKOkFU KvEeUJ8vy8j+ICYfutBHzQ== 0001157523-04-003621.txt : 20040422 0001157523-04-003621.hdr.sgml : 20040422 20040422095911 ACCESSION NUMBER: 0001157523-04-003621 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040422 ITEM INFORMATION: FILED AS OF DATE: 20040422 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: 04747002 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 a4622278.txt ALLIANCE SEMICONDUCTOR CORPORATION 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): April 22, 2004 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) (Registrant's telephone number, including area code): (408) 855-4900 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITON (a) On April 22, 2004, Alliance Semiconductor issued a press release announcing its financial results for the fourth quarter and fiscal year ended March 27, 2004. 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. Limitation on Incorporation by Reference In accordance with general rule B.6 of Form 8-K, the information in this report, including exhibits, is furnished pursuant to Item 12 and 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. 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. Alliance Semiconductor Corporation By: /s/ Ronald K. Shelton ---------------------------------------- Name: Ronald K. Shelton Title: Chief Financial Officer and Vice President Finance and Administration April 22, 2004 EX-99 3 a4622278-ex991.txt ALLIANCE SEMICONDUCTOR CORPORATION PRESS RELEASE EXHIBIT 99.1 Alliance Semiconductor Reports Financial Results for the Fiscal Fourth Quarter and Fiscal Year Ended March 31, 2004 SANTA CLARA, Calif.--(BUSINESS WIRE)--April 22, 2004--Alliance Semiconductor Corporation (Nasdaq:ALSC) today reported financial results for the fiscal fourth quarter and fiscal year ended March 31, 2004. Fourth Quarter 2004 Highlights -- Increased overall revenue by 26% sequentially -- Increased System Solutions product revenue by 37% sequentially -- Increased Analog and Mixed Signal revenues by 17% and introduced 15 new products -- Continued penetration into target markets with design wins in both the mobile and consumer markets -- The Systems Solutions business unit announced its next generation bridge products -- the AS90L10204 and AS90L10208 -- generating initial design wins for these products during the quarter. -- Announced strategic licensing agreement with Firecron enabling Alliance entry into the JTAG market. -- Announced availability of our 36Mb Synchronous SRAM family Fourth Quarter Results The Company reported revenues of $8.9 million, a 26% increase from the $7.1 million in the previous quarter and a 76% increase from the $5.1 million for the fourth fiscal quarter of 2003. Revenue from the non-memory business units represented approximately 35% of total revenue, compared to 30% in the previous quarter. Net income for the fourth quarter was $4.8 million or $0.13 per share on a fully diluted basis, compared to a net loss of $6.6 million or ($0.19) per share for the previous quarter, and a net loss of $25.5 million or ($0.72) per share for the fourth fiscal quarter of 2003. Operating expenses for the quarter were $9.1 million, compared to $9.7 million reported in the previous quarter and the $11.9 million reported in the fourth quarter of fiscal 2003. Fiscal 2004 Results For fiscal year 2004, the Company reported revenues of $26.7 million, an increase from the $18.5 million reported in fiscal 2003. The net loss for fiscal year 2004 is $19.4 million or ($0.55) per share, compared to a net loss of $106.0 million, or ($2.85) per share reported in 2003. "We are pleased with the 44% increase in revenue we achieved over the 2003 results," said N.D. Reddy, Alliance Chairman, President and CEO. "This is due, in part, to the significant advancements made in our business units through the introduction of many new products during fiscal 2004 and the subsequent generation of revenue resulting from both new and existing products." Mr. Reddy concluded by stating, "We anticipate the positive momentum established in the past year will continue throughout fiscal 2005 as we continue to broaden both our customer base and product offerings." 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 2005 during the earnings conference call at 8:00 a.m. PT on April 22, 2004. Fiscal Year and Fourth Quarter 2004 Financial Results Web cast/Conference Call The Alliance management team will host a live Web cast and conference call to discuss the fourth quarter financial results beginning at 8:00 a.m. PT on Thursday, April 22, 2004. Investors and other interested parties may participate in the call by dialing 800-901-5241 at least fifteen minutes prior to the call and enter pass code 24165215 or listen to the live Web cast by visiting the investor relations section of the Alliance Web site at www.alsc.com. A replay of the call will be available for 48 hours beginning at 7:00 p.m. ET and can be accessed by dialing 888-286-8010 with the pass code 87372931. Company Information: Alliance Semiconductor Corporation (Nasdaq:ALSC) is powering every application with high performance solutions for the communications, computing and consumer electronics markets. Utilizing advanced process technologies and design expertise, Alliance provides leading OEMs with a broad portfolio of complementary technologies including analog and mixed-signal products, chip-to-chip connectivity products, networking controllers and high-performance memories. Alliance addresses the complete needs of system developers by leveraging its proprietary advances in Electromagnetic Interference (EMI) reduction, power management and timing technology, HyperTransport(TM) I/O connectivity and specialized memory solutions for next-generation applications. Founded in 1985, Alliance is headquartered in Santa Clara, Calif. with design centers in Bangalore and Hyderabad, India. The company is publicly traded and included in the S&P 600 Index. Additional information is available on the Alliance 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; 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 31, 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) March March 2004 2003 ------------ ------------ ASSETS Current assets: Cash and cash equivalents $6,107 $8,642 Short term investments 159,778 148,711 Accounts receivable, net 4,081 2,058 Inventory 11,609 2,862 Other current assets 3,111 3,574 ------------ ------------ Total current assets 184,686 165,847 Property and equipment, net 6,161 8,434 Investment in Tower Semiconductor Corporation (excluding short term portion) 21,208 15,822 Alliance Ventures LP and other investments 37,180 38,319 Other non-current assets 12,665 14,300 ------------ ------------ Total assets $261,900 $242,722 ============ ============ Current liabilities: Accounts payable $9,406 $4,298 Accrued liabilities 2,881 3,608 Income taxes payable 33,766 4,520 Deferred income taxes 38,921 23,840 Short term borrowings and current portion of long term obligations 33 46,009 ------------ ------------ Total current liabilities 85,007 82,275 Long term liabilities: Long term obligations 241 312 ------------ ------------ Total liabilities 85,248 82,587 ------------ ------------ Minority interest in consolidated subsidiaries 832 915 ------------ ------------ Stockholders' equity: Common stock 435 432 Additional paid-in capital 132,146 131,175 Retained earnings 6,099 25,510 Accumulated other comprehensive income 37,140 2,103 ------------ ------------ Total stockholders' equity 175,820 159,220 ------------ ------------ $261,900 $242,722 ============ ============ 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, ------------------- -------------------- 2004 2003 2004 2003 --------- --------- --------- ---------- Net revenues $8,934 $5,065 $26,671 $18,522 Cost of revenues 8,677 3,858 20,840 39,744 --------- --------- --------- ---------- Gross profit (loss) 257 1,207 5,831 (21,222) --------- --------- --------- ---------- Operating expenses: Research and development 5,494 7,598 24,653 24,543 Selling, general and administrative 3,582 4,323 15,621 17,846 --------- --------- --------- ---------- Total operating expenses 9,076 11,921 40,274 42,389 --------- --------- --------- ---------- Loss from operations (8,819) (10,714) (34,443) (63,611) Gain (loss) on investments 11,274 (257) 28,189 14,143 Writedown of marketable securities and venture investments (574) (1,526) (5,787) (55,792) Loss in investees accounted for under the equity method (1,550) (4,102) (14,257) (16,597) Other expense, net (2,338) (270) (7,893) (4,626) --------- --------- --------- ---------- Loss before income taxes and minority interest in consolidated subsidiaries (2,007) (16,869) (34,191) (126,483) Provision (benefit) for income taxes (6,748) 9,012 (14,083) (17,113) --------- --------- --------- ---------- Income (loss) before minority interest in consolidated subsidiaries 4,741 (25,881) (20,108) (109,370) Minority interest in consolidated subsidiaries 51 405 697 3,322 --------- --------- --------- ---------- Net income (loss) $4,792 ($25,476) ($19,411) ($106,048) ========= ========= ========= ========== Net income (loss) per share: Basic $0.14 ($0.72) ($0.55) ($2.85) ========= ========= ========= ========== Diluted $0.13 ($0.72) ($0.55) ($2.85) ========= ========= ========= ========== Weighted average number of common shares: Basic 35,208 35,480 35,093 37,160 ========= ========= ========= ========== Diluted 35,897 35,480 35,093 37,160 ========= ========= ========= ========== CONTACT: Alliance Semiconductor Corporation, Santa Clara Ron Shelton, 408-855-4958 rshelton@alsc.com or Shelton Investor Relations Investor Contact Stephanie Elwood, 972-239-5119 Ext 115 selwood@sheltongroup.com -----END PRIVACY-ENHANCED MESSAGE-----