Delaware
|
000-18032
|
93-0835214
|
||
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
Exhibit No.
|
Description
|
|
99.1
|
Press
release, dated July 25, 2006, entitled “Lattice Semiconductor Reports
Second Quarter Results - Revenue Up 20%.”
|
|
LATTICE
SEMICONDUCTOR CORPORATION
|
|||||
Date:
July 25, 2006
|
By:
|
/s/
Jan Johannessen
|
|
||
|
|
Jan
Johannessen
Senior
Vice President and
Chief
Financial Officer
|
Exhibit No.
|
Description
|
|
99.1
|
Press
release, dated July 25, 2006, entitled “Lattice Semiconductor Reports
Second Quarter Results - Revnue Up 20%.”
|
|
§ |
Expanded
the Lattice programmable mixed signal product portfolio with the
introduction of three additional members of the ispClockTM
family and the introduction of the ispPAC®-POWER6AT6
device. This device provides margining selectable output levels
and
monitoring support for low cost embedded or discrete IC-based power
supply
designs, and allows simultaneous control for up to six separate
power
supplies.
|
§ |
Introduced
the ispLever®
6.0 design tool suite with industry-leading performance and significant
design flow enhancements. This design tool supports all of Lattice’s FPGA
and PLD product families including the newest 90nm LatticeECP2TM
and LatticeSCTM
Extreme PerformanceTM
FPGA families.
|
§ |
Expanded
significantly the Intellectual Property core offerings, together
with our
partners, for the LatticeSC Extreme Performance FPGA family. This
portfolio now includes forty-four IP cores including a complete
range of
PCI Express solutions, enabling designers to quickly implement
system
level designs on LatticeSC devices.
|
§ |
Sequential
quarterly revenue growth is expected to be approximately 0%-4%;
|
§ |
Gross
margin percentage is expected to be approximately flat;
|
§ |
Total
operating expenses are expected to be approximately $35 million,
which
includes an estimated $1 million of stock-based compensation expense
(inclusion of stock-based compensation in operating expenses adds
significant uncertainty to our estimates of expenses due to the
effect of
the volatility in our stock price and the effect of forfeitures,
which we
cannot predict);
|
§ |
Intangible
asset amortization is expected to be approximately $2.7 million;
and
|
§ |
Other
income is expected to be approximately $3.2
million.
|
Lattice
Semiconductor Corporation
|
|
|||||||||||||||
Consolidated
Statement of Operations
|
|
|||||||||||||||
(in
thousands, except per share data)
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Three
months ended
|
|
Six months
ended
|
|
|||||||||||
Description
|
|
June
30, 2006
|
|
March 31,
2006
|
|
June
30, 2005
|
|
June 30,
2006
|
|
June
30, 2005
|
|
|||||
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
|
$
|
62,719
|
|
$
|
57,452
|
|
$
|
52,396
|
|
$
|
120,171
|
|
$
|
103,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Costs
and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Costs
of products sold
|
|
|
27,150
|
|
|
25,297
|
|
|
22,862
|
|
|
52,447
|
|
|
45,033
|
|
Research
and development (2)
|
|
|
21,124
|
|
|
21,121
|
|
|
25,065
|
|
|
42,245
|
|
|
50,236
|
|
Selling,
general and administrative
|
|
|
13,801
|
|
|
12,616
|
|
|
16,433
|
|
|
26,417
|
|
|
30,766
|
|
Amortization
of intangible assets (1)
|
|
|
2,670
|
|
|
2,813
|
|
|
3,531
|
|
|
5,483
|
|
|
7,333
|
|
Restructuring
costs
|
|
|
139
|
|
|
—
|
|
|
—
|
|
|
139
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
costs and expenses
|
|
|
64,884
|
|
|
61,847
|
|
|
67,891
|
|
|
126,731
|
|
|
133,368
|
|
Loss
from operations
|
|
|
(2,165
|
)
|
|
(4,395
|
)
|
|
(15,495
|
)
|
|
(6,560
|
)
|
|
(29,689
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income, net
|
|
|
4,487
|
|
|
3,777
|
|
|
7,436
|
|
|
8,264
|
|
|
10,845
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income
(loss) before provision for income taxes
|
|
|
2,322
|
|
|
(618
|
)
|
|
(8,059
|
)
|
|
1,704
|
|
|
(18,844
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
256
|
|
|
189
|
|
|
100
|
|
|
445
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
|
2,066
|
|
$
|
(807
|
)
|
$
|
(8,159
|
)
|
$
|
1,259
|
|
$
|
(19,044
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
net income (loss) per share
|
|
$
|
0.02
|
|
$
|
(0.01
|
)
|
$
|
(0.07
|
)
|
$
|
0.01
|
|
$
|
(0.17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Diluted
net income (loss) per share
|
|
$
|
0.02
|
|
$
|
(0.01
|
)
|
$
|
(0.07
|
)
|
$
|
0.01
|
|
$
|
(0.17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares
used in per share calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
|
114,165
|
|
|
113,791
|
|
|
113,469
|
|
|
113,960
|
|
|
113,463
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
(3)
|
|
|
115,104
|
|
|
113,791
|
|
|
113,469
|
|
|
114,287
|
|
|
113,463
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Intangible
assets subject to amortization aggregate $21.0 million, net, at June
30,
2006 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) |
With
the adoption of SFAS No. 123(R) effective January 1, 2006,
deferred stock compensation expense attributable to research and
development activities previously recorded to Amortization of intangible
assets has been reclassified to Research and development expense.
Includes $0.0 million for 2006 periods presented and $0.6 million
of
deferred stock compensation expense for the quarter ended June 30,
2005 and $1.2 million for the six months ended June 30,
2005.
|
(3) |
For
the three months ended June 30, 2006 the six months ended June 30,
2006, the computation of diluted earnings includes the effects
of stock options as they are dilutive. For all other periods,
the effects of stock options are excluded as they are antidilutive.
The effects of the Zero Coupon Convertible Notes are excluded
in the
computation as the contingent conversion features were not triggered
for
any of the periods presented.
|
Reconciliation
of GAAP Net Income (Loss) to Non-GAAP Net Income
(Loss)
|
(unaudited)
|
|
|
Three
months ended
|
|
Six months
ended
|
|
|||||||||||
|
|
June
30, 2006
|
|
March 31,
2006
|
|
June
30, 2005
|
|
June 30,
2006
|
|
June
30, 2005
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
GAAP
net income (loss)
|
|
$
|
2,066
|
|
$
|
(807
|
)
|
$
|
(8,159
|
)
|
$
|
1,259
|
|
$
|
(19,044
|
)
|
Reconciling
items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
of intangible assets (1)
|
|
|
2,670
|
|
|
2,813
|
|
|
3,531
|
|
|
5,483
|
|
|
7,333
|
|
Stock-based
compensation (2)
|
|
|
638
|
|
|
707
|
|
|
582
|
|
|
1,345
|
|
|
1,196
|
|
Restructuring
charges (3)
|
|
|
139
|
|
|
—
|
|
|
—
|
|
|
139
|
|
|
—
|
|
Non-GAAP
net income (loss)
|
|
$
|
5,513
|
|
$
|
2,713
|
|
$
|
(4,046
|
)
|
$
|
8,226
|
|
$
|
(10,515
|
) |
Reconciliation
of GAAP Net Income (Loss) per Share to Non-GAAP Net Income (Loss)
per
Share
|
(unaudited)
|
|
|
Three
months ended
|
|
Six months
ended
|
|
|||||||||||
|
|
June
30, 2006
|
|
March 31,
2006
|
|
June
30, 2005
|
|
June 30,
2006
|
|
June
30, 2005
|
|
|||||
Basic
and Diluted (5):
|
|
|
|
|
|
|
|
|
|
|
|
|||||
GAAP
net income (loss)
|
|
$
|
0.02
|
|
$
|
(0.01
|
)
|
$
|
(0.07
|
)
|
$
|
0.01
|
|
$
|
(0.17
|
)
|
Reconciling
items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
of intangible assets (1)
|
|
|
0.02
|
|
|
0.02
|
|
|
0.03
|
|
|
0.05
|
|
|
0.07
|
|
Stock-based
compensation (2)
|
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
Restructuring
charges (3)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
net income (loss)
|
|
$
|
0.05
|
|
$
|
0.02
|
|
$
|
(0.04
|
)
|
$
|
0.07
|
|
$
|
(0.09
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in per share calculations: | ||||||||||||||||
Basic
|
|
|
114,165
|
|
|
113,791
|
|
|
113,469
|
|
|
113,960
|
|
|
113,463
|
|
Diluted
(4)
|
115,104
|
114,091
|
113,469
|
114,287
|
113,463
|
(1) |
Relates
to intangible assets acquired through our 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.
|
(2) |
With
the adoption of SFAS No. 123(R) effective January 1, 2006, deferred
stock
compensation expense attributable to research and development activities
previously recorded to Amortization of intangible assets has been
reclassified to Research and development expense. Includes $0.0
million
for the 2006 periods presented and $0.6 million of deferred stock
compensation expense for the quarter ended June 30, 2005 and $1.2
million for the six months ended June 30,
2005.
|
(3) |
Represents
costs incurred under the corporate restructuring plan, which was
implemented in the fourth quarter of 2005.
|
(4) |
For
the three months ended June 30, 2006 and March 31, 2006, and
for the six
months ended June 30, 2006, the computation of diluted non-GAAP
earnings includes the effects of stock options as they are dilutive.
The
effects of the Zero Coupon Convertible Notes are excluded in
the
computation as the contingent conversion features were not triggered
for
any of the periods presented.
|
(5) |
Per
share amounts may differ due to
rounding.
|
Lattice
Semiconductor Corporation
|
|||||||
Consolidated
Balance Sheet
|
|||||||
(in
thousands)
|
|||||||
June
30,
|
December
31,
|
||||||
Description
|
2006
|
2005
|
|||||
(unaudited)
|
|||||||
|
|
||||||
Assets
|
|||||||
Current
assets:
|
|||||||
Cash
and short-term investments
|
$
|
262,727
|
$
|
264,192
|
|||
Accounts
receivable, net
|
33,050
|
23,577
|
|||||
Inventories
|
35,750
|
28,581
|
|||||
Other
current assets
|
24,615
|
24,614
|
|||||
Total
current assets
|
356,142
|
340,964
|
|||||
Property
and equipment, net
|
47,681
|
45,450
|
|||||
Foundry
investments, advances and other assets
|
60,720
|
79,432
|
|||||
Goodwill
and other intangible assets, net (1)
|
244,535
|
250,011
|
|||||
$
|
709,078
|
$
|
715,857
|
||||
Liabilities
and Stockholders' Equity
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable and other accrued liabilities
|
$
|
51,500
|
$
|
53,438
|
|||
Deferred
income and allowances on sales to distributors
|
11,437
|
10,449
|
|||||
Total
current liabilities
|
62,937
|
63,887
|
|||||
Zero
Coupon Convertible notes due in 2010
|
123,500
|
133,500
|
|||||
Other
long-term liabilities
|
18,168
|
20,386
|
|||||
Total
liabilities
|
204,605
|
217,773
|
|||||
Stockholders'
equity
|
504,473
|
498,084
|
|||||
$
|
709,078
|
$
|
715,857
|
||||
Note: |
|||||||
(1)
At June 30, 2006, includes approximately $223.6 million in goodwill
and
$21.0 million of other intangible assets, net, related to previous
acquisitions. The other intangible assets will be amortized to
expense
generally over three to seven years. Goodwill is not amortized
effective
with the March 2002
quarter.
|
Lattice
Semiconductor Corporation
|
|||
-
Supplemental Historic Financial Information -
|
|||
|
|||
Operations
Information
|
Q206
|
Q106
|
Q205
|
Percent
of Revenue:
|
|||
Gross
Margin
|
56.7%
|
56.0%
|
56.4%
|
R&D
Expense
|
33.7%
|
36.8%
|
47.8%
|
SG&A
Expense
|
22.0%
|
22.0%
|
31.4%
|
Restructuring
Expense
|
0.2%
|
0.0%
|
—
|
Depreciation
Expense ($000)
|
3,028
|
2,956
|
3,412
|
Capital
Expenditures ($000)
|
5,461
|
2,754
|
2,768
|
Balance
Sheet Information
|
|||
Current
Ratio
|
5.7
|
5.5
|
6.6
|
A/R
Days Revenue Outstanding
|
48
|
40
|
45
|
Inventory
Months
|
4.0
|
3.8
|
4.5
|
Revenue
% (by Product Family)
|
|||
FPGA
|
21%
|
19%
|
19%
|
PLD
|
79%
|
81%
|
81%
|
Revenue
% (by Product Classification*)
|
|||
New
|
14%
|
10%
|
—
|
Mainstream
|
51%
|
50%
|
—
|
Mature
|
35%
|
40%
|
—
|
Revenue
% (by Geography)
|
|||
Americas
|
30%
|
30%
|
32%
|
Europe
(incl. Africa)
|
25%
|
27%
|
23%
|
Asia
(incl. ROW)
|
45%
|
43%
|
45%
|
Revenue
% (by End Market)
|
|||
Communications
|
51%
|
50%
|
53%
|
Computing
|
17%
|
18%
|
16%
|
Other
|
32%
|
32%
|
31%
|
Revenue
% (by Channel)
|
|||
Direct
|
58%
|
60%
|
62%
|
Distribution
|
42%
|
40%
|
38%
|
|
|||
* Product Classification: |
New:
|
LatticeEC/ECP,
LatticeXP, MachXO, FPSC, ispXPLD, ispGDX2, Power Manager,
ispCLK
|
Mainstream:
|
ispMACH
4000/Z, ispXPGA, ispGDX/V, ispMACH 4/LV, ispLSI 2000V, ispLSI
5000V,
ispMACH 5000VG, and Other
|
Mature:
|
ORCA
2, ORCA 3, ORCA 4, ispPAC, ispLSI 8000V, ispMACH 5000B, ispMACH
2LV,
ispMACH 5LV, All 5-Volt CPLDs, all
SPLDs
|