-----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, FQkAFIdy08Ug6cKBKjfUCVyot2q2MdrI9CQgEfZotL5yu4uyOjke2lcXgtwMm8AT 01u1DpN0Jun9CIs9kcU/PA== 0001157523-04-009649.txt : 20041021 0001157523-04-009649.hdr.sgml : 20041021 20041021155349 ACCESSION NUMBER: 0001157523-04-009649 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041021 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041021 DATE AS OF CHANGE: 20041021 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: 041089722 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 a4747788.txt ALLIANCE 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 (Date of earliest event reported): October 21, 2004 ALLIANCE SEMICONDUCTOR CORPORATION (Exact name of registrant as specified in its charter) 000-22594 (Commission File Number) Delaware 77-0057842 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation) 2575 Augustine Drive Santa Clara, California 95054-2914 (Address of principal executive offices, with zip code) (408) 855-4900 (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 (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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 October 21, 2004, Alliance Semiconductor Corporation issued a press release announcing its financial results for the second fiscal quarter ended September 30, 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. The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 99.1. Press Release issued October 21, 2004 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 Date: October 21, 2004 By: Ronald K. Shelton ---------------------------- Ronald K. Shelton Chief Financial Officer and Vice President Finance and Administration EX-99.1 2 a4747788ex991.txt EXHIBIT 99.1 Exhibit 99.1 Alliance Semiconductor Reports Financial Results for the Second Fiscal Quarter Ended September 30, 2004 SANTA CLARA, Calif.--(BUSINESS WIRE)--Oct. 21, 2004--Alliance Semiconductor Corporation (Nasdaq:ALSC) today reported financial results for the second fiscal quarter of 2005 ended September 30, 2004. Second Quarter Highlights -- Increased Analog and Mixed Signal revenues by 9% on a sequential basis -- Introduced 30 new products into the Analog and Mixed Signal market -- Completed rollout of DDR1 products -- Expanded the Zero Delay Buffer offering to over 150 devices -- Analog and Mixed Signal business unit achieved 24 design wins during the quarter -- Initial design win for our JTAG controller products -- Introduced a family of Dual-Port memory products -- Earned an additional 15 design wins for Synchronous SRAM family The Company reported revenues of $5.5 million, compared to $7.1 million in the previous quarter and $5.6 million for the second fiscal quarter of 2004. Revenue from the non-memory business units represented approximately 52% of total revenue, compared to 39% in the previous quarter. Net loss for the second quarter was $10.1 million or ($0.29) per share, compared to a net loss of $6.6 million or ($0.19) per share for the previous quarter, and a net loss of $4.5 million or ($0.13) per share for the second fiscal quarter of 2004. Operating expenses for the quarter were $8.4 million, compared to $8.0 million in the previous quarter and $11.0 million for the second quarter of fiscal 2004. Alliance CEO and President Dan Reddy said, "While our 2005 second quarter results were disappointing, due in large part to a lower level of turns in our SRAM business than we had previously forecasted, we are encouraged by the performance of our Analog and Mixed Signal Business unit, which grew 9 percent sequentially in the face of challenging market conditions. In addition, our Systems Solutions business unit continued to generate design wins with new products, setting the stage for renewed revenue growth in the next year. We remain committed to transitioning the focus of our business to our highly differentiated Analog and Mixed Signal products and System Solutions offerings as we continue to execute our long term plan towards diversification and growth." Business Summary During the quarter, Alliance announced the availability of its 9-Mb synchronous dual-port family of devices. The Alliance 9-Mb synchronous devices operate at 200MHz making them suitable for high-performance designs that require shared memory devices such as wireless base stations, network switches and routers, as well as other networking, storage and RAID applications. These devices represent the first member of a growing family of dual-port memory from Alliance. Alliance also announced the availability of its el-EMI-nator(TM) Series of Clock Synthesis solutions, which allows designers to select from a wide series of configurations, while reducing electromagnetic interference (EMI) at the clock source. Alliance's el-EMI-nator Series currently consists of 12 devices with frequency ranges from 6 - 50MHz, and a variety of frequency deviations and modulation rates. Designed specifically for very low power applications where battery life and physical space requirements are indeed an issue, these devices typically consume as little as 8 microamps in standby mode, and typically less than 4mA operating. In addition to the very low power consumption, the family is available in the absolute smallest footprint in the industry today using 6-lead TSOT23 packages with a maximum of 1.0mm height, fitting the very small footprint requirements for applications like MP3 players, PDAs, and other hand held devices and products. Additionally, the Company announced the availability of its ASM5P230X and ASM5P23S0X family of zero delay buffers (ZDB). The devices enable designers to more effectively plan and optimize clock timing and clock tree distribution in networking, embedded, industrial, instrumentation, ATE and consumer PC systems. Alliance's zero delay buffers are designed specifically for managing the distribution of a wide range of clock frequencies. The devices' variable delay provides system designers with complete flexibility in system timing and planning. Additionally, they enable operation and verification by allowing zero delay adjustment (ZDA) for system functionality and performance under various spread spectrum clock (SSC) and non-SSC schemes. Also in the quarter, Alliance announced that it continues to be a leader in the industry in offering environmentally safe and lead-free compliant products across its entire product portfolio. Alliance has developed a strategy to ensure the production of environmentally friendly products. The company is fully committed to supporting the reduction of hazardous substances (RoHS) and is fully committed to comply with its requirements. Alliance is working diligently to deploy the various phases of this plan, including the implementation of a lead-free plating process and lead-free solder balls, as well as the utilization of green materials that are consistent with the company's external assembly subcontractors. Lastly, the Company announced that it has successfully attained ISO 9001:2000 certification. This certification recognizes that the company continues to operate to a world class Quality Management System (QMS). In order to achieve this certification, Alliance's QMS underwent and passed a rigorous and comprehensive audit by SGS Systems and Services, which concluded that Alliance was in conformance to the standard in all criteria, and had, or was in the process of implementing industry leading "best practices" in all areas of the company. Second Quarter 2005 Financial Results Web Cast and Conference Call Alliance President and Chief Executive Officer Dan Reddy and Chief Financial Officer Ron Shelton will host a conference call to discuss the company's earnings and operations at 5:00 p.m. Eastern Time. Investors and other interested parties are invited to participate in the call by dialing 866-800-8651 and entering the pass code 13945518 at least 10 minutes prior to the start of the call. Additionally, investors may also take advantage of a live audio web cast of the call available through the investor relations section of the Alliance website at www.alsc.com. About Alliance 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 website at: http://www.alsc.com. Forward Looking Statements Except for historical information, the above statements of this press release are forward-looking statements, including, for example, statements relating to Alliance's revenue outlook and the performance of its business units. Forward looking statements 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; cancellation of orders in the Company's backlog and the risk factors listed in the Company's Form 10-K filed on June 10, 2004 and Form 10-Q filed on August 5, 2004 which have been filed with the Securities and Exchange Commission, and which are 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 STATEMENTS OF OPERATIONS (unaudited) (unaudited) Three Months Ended Six Months Ended September 30, September 30, ----------------------- ---------------------- 2004 2003 2004 2003 ----------- --------- --------- --------- Net revenues $5,535 $5,561 $12,671 $10,635 Cost of revenues 8,476 4,218 16,036 7,463 ----------- --------- --------- --------- Gross profit (loss) (2,941) 1,343 (3,365) 3,172 ----------- --------- --------- --------- Operating expenses: Research and development 5,116 6,472 9,856 13,071 Selling, general and administrative 3,268 4,479 6,531 8,471 ----------- --------- --------- --------- Total operating expenses 8,384 10,951 16,387 21,542 ----------- --------- --------- --------- Loss from operations (11,325) (9,608) (19,752) (18,370) Gain (loss) on investments 1,861 4,725 5,249 5,071 Writedown of marketable securities and venture investments 0 (555) 0 (958) Loss in investees accounted for under the equity method (3,817) (4,539) (7,458) (10,036) Other expense, net (1,063) (2,028) (1,320) (2,939) ----------- --------- --------- --------- Loss before income taxes and minority interest in consolidated subsidiaries (14,344) (12,005) (23,281) (27,232) Provision (benefit) for income taxes (4,158) (7,372) (6,418) (9,090) ----------- --------- --------- --------- Income (loss) before minority interest in consolidated subsidiaries (10,186) (4,633) (16,863) (18,142) Minority interest in consolidated subsidiaries 39 93 83 571 ----------- --------- --------- --------- Net income (loss) ($10,147) ($4,540) ($16,780) ($17,571) =========== ========= ========= ========= Net income (loss) per share: Basic ($0.29) ($0.13) ($0.47) ($0.50) =========== ========= ========= ========= Diluted ($0.29) ($0.13) ($0.47) ($0.50) =========== ========= ========= ========= Weighted average number of common shares: Basic 35,353 35,033 35,339 35,011 =========== ========= ========= ========= Diluted 35,353 35,033 35,339 35,011 =========== ========= ========= ========= ALLIANCE SEMICONDUCTOR CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited) September March 2004 2004 ------------- ------------- ASSETS Current assets: Cash and cash equivalents $2,889 $6,107 Short term investments 104,489 159,778 Accounts receivable, net 2,325 4,081 Inventory 11,423 11,609 Related Party receivable 329 264 Other current assets 2,147 2,847 ------------- ------------- Total current assets 123,602 184,686 Property and equipment, net 5,135 6,161 Investment in Tower Semiconductor Corporation 21,208 21,208 (excluding short term portion) Alliance Ventures LP and other investments 33,413 36,082 Other non-current assets 10,557 12,665 ------------- ------------- Total assets $193,915 $260,802 ============= ============= LIABILIITES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $10,765 $12,287 Income taxes payable 31,026 33,766 Deferred income taxes 18,018 38,921 Short term borrowings and current portion of long term obligations 15 33 ------------- ------------- Total current liabilities 59,824 85,007 Long term liabilities: Long term obligations 208 241 ------------- ------------- Total liabilities 60,032 85,248 ------------- ------------- Minority interest in consolidated subsidiaries 718 832 ------------- ------------- Stockholders' equity: Common stock 437 435 Additional paid-in capital 132,801 132,146 Retained earnings (10,682) 6,099 Accumulated other comprehensive income 10,609 36,042 ------------- ------------- Total stockholders' equity 133,165 174,722 ------------- ------------- $193,915 $260,802 ============= ============= CONTACT: Alliance Semiconductor Corporation Ron Shelton, 408-855-4958 rshelton@alsc.com or Shelton Investor Relations Investor Contact Barry Sievert, 972-239-5119 Ext 134 bsievert@sheltongroup.com -----END PRIVACY-ENHANCED MESSAGE-----