Exhibit 99.2
Lattice Semiconductor Corporation
Consolidated Statement of Operations
(in thousands, except per share data)
(unaudited)
|
| Three months ended |
| Year ended |
| |||||||||||
Description |
| Dec. 31, 2003 |
| Sept. 30, 2003 |
| Dec. 31, 2002 |
| Dec. 31, 2003 |
| Dec. 31, 2002 |
| |||||
|
|
|
| (Restated) |
|
|
|
|
|
|
| |||||
Revenue |
| $ | 52,757 |
| $ | 43,033 |
| $ | 57,710 |
| $ | 209,662 |
| $ | 229,126 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
| |||||
Costs of products sold |
| 23,814 |
| 19,431 |
| 23,019 |
| 89,266 |
| 91,546 |
| |||||
Research and development |
| 22,385 |
| 21,173 |
| 21,790 |
| 87,092 |
| 85,776 |
| |||||
Selling, general and administrative |
| 13,562 |
| 12,114 |
| 12,309 |
| 50,773 |
| 48,099 |
| |||||
In-process research and development (1) |
| — |
| — |
| — |
| — |
| 29,853 |
| |||||
Amortization of intangible assets (2)(3) |
| 18,661 |
| 18,665 |
| 18,799 |
| 77,127 |
| 73,415 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Total costs and expenses |
| 78,422 |
| 71,383 |
| 75,917 |
| 304,258 |
| 328,689 |
| |||||
Loss from operations |
| (25,665 | ) | (28,350 | ) | (18,207 | ) | (94,596 | ) | (99,563 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other income (expense), net |
| 421 |
| (3,611 | ) | 2,253 |
| (3,064 | ) | 6,194 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Loss before (benefit) provision for income taxes |
| (25,244 | ) | (31,961 | ) | (15,954 | ) | (97,660 | ) | (93,369 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
(Benefit) provision for income taxes |
| — |
| (3,300 | ) | 111,146 |
| (5,854 | ) | 81,866 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net loss |
| $ | (25,244 | ) | $ | (28,661 | ) | $ | (127,100 | ) | $ | (91,806 | ) | $ | (175,235 | ) |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Basic net loss per share |
| $ | (0.22 | ) | $ | (0.26 | ) | $ | (1.14 | ) | $ | (0.82 | ) | $ | (1.59 | ) |
|
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| |||||
Diluted net loss per share |
| $ | (0.22 | ) | $ | (0.26 | ) | $ | (1.14 | ) | $ | (0.82 | ) | $ | (1.59 | ) |
|
|
|
|
|
|
|
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|
|
|
| |||||
Shares used in per share calculations: |
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Basic |
| 112,364 |
| 111,840 |
| 111,311 |
| 111,794 |
| 110,193 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Diluted (4) |
| 112,364 |
| 111,840 |
| 111,311 |
| 111,794 |
| 110,193 |
|
Notes:
(1) Represents write-off of in-process research and development in conjunction with the August 26, 2002 acquisition of Cerdelinx Technologies, Inc. and the January 18, 2002 acquisition of the FPGA business of Agere Systems, Inc.
(2) Intangible assets subject to amortization aggregate $84.6 million, net, at December 31, 2003 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, the acquisition of Vantis Corporation on June 16, 1999 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.
(3) Includes $0.8 million, $0.8 million and $1.1 million of deferred stock compensation expense for the quarters ended December 31, 2003, September 30, 2003 and December 31, 2002, respectively, and $5.7 million and $2.9 million of deferred stock compensation expense for the years ended December 31, 2003 and December 31, 2002, respectively, attributable to Research and Development activities.
(4) For all periods presented, the computation of diluted net loss per share excludes the effect of stock options and our convertible notes as they are antidilutive.
Lattice Semiconductor Corporation
Consolidated Balance Sheet
(in thousands)
(unaudited)
Description |
| Dec. 31, |
| Dec. 31, |
| ||
Assets |
|
|
|
|
| ||
Current assets: |
|
|
|
|
| ||
Cash and short-term investments |
| $ | 277,750 |
| $ | 276,880 |
|
Accounts receivable, net |
| 26,796 |
| 26,374 |
| ||
Inventories |
| 46,630 |
| 56,241 |
| ||
Other current assets |
| 51,537 |
| 35,033 |
| ||
Total current assets |
| 402,713 |
| 394,528 |
| ||
|
|
|
|
|
| ||
Property and equipment, net |
| 53,800 |
| 62,786 |
| ||
Foundry investments, advances and other assets |
| 86,883 |
| 104,507 |
| ||
Goodwill and other intangible assets, net (1) |
| 308,232 |
| 379,442 |
| ||
|
|
|
|
|
| ||
|
| $ | 851,628 |
| $ | 941,263 |
|
Liabilities and Stockholders’ Equity |
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
| ||
Accounts payable and other accrued |
|
|
|
|
| ||
liabilities |
| $ | 28,500 |
| $ | 33,597 |
|
Deferred income on sales to distributors |
| 10,564 |
| 11,983 |
| ||
Income taxes payable |
| 37 |
| 142 |
| ||
Total current liabilities |
| 39,101 |
| 45,722 |
| ||
|
|
|
|
|
| ||
4 3/4% Convertible notes due in 2006 |
| — |
| 208,061 |
| ||
Zero Coupon Convertible notes due in 2010 |
| 184,000 |
| — |
| ||
Other long-term liabilities |
| 22,415 |
| 26,345 |
| ||
|
| 206,415 |
| 234,406 |
| ||
|
|
|
|
|
| ||
Stockholders’ equity |
| 606,112 |
| 661,135 |
| ||
|
|
|
|
|
| ||
|
| $ | 851,628 |
| $ | 941,263 |
|
Note:
(1) At December 31, 2003, includes approximately $9.2 million of other intangible assets, net, recorded in the September 2002 quarter in connection with the August 26, 2002 acquisition of Cerdelinx Technologies, Inc. Also includes $142.5 million in Goodwill and $52.2 million of other intangible assets, net, recorded in the March 2002 quarter in connection with the January 18, 2002 acquisition of the FPGA business of Agere Systems, Inc., and approximately $81.1 million in Goodwill and $23.3 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
Consolidated Statement of Operations
(in thousands, except per share data)
(unaudited)
|
| Three months ended |
| Three months ended |
| ||||||||||||||
Description |
| Sept. 30, 2003 |
| June 30, 2003 |
| Mar. 31, 2003 |
| Sept. 30, 2002 |
| June 30, 2002 |
| Mar. 31, 2002 |
| ||||||
|
| (Restated) |
| (Restated) |
| (Restated) |
|
|
|
|
|
|
| ||||||
Revenue |
| $ | 43,033 |
| $ | 56,575 |
| $ | 57,297 |
| $ | 56,072 |
| $ | 56,466 |
| $ | 58,878 |
|
|
|
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|
|
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|
|
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|
|
|
|
| ||||||
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Costs of products sold |
| 19,431 |
| 22,993 |
| 23,028 |
| 22,429 |
| 22,492 |
| 23,606 |
| ||||||
Research and development |
| 21,173 |
| 21,702 |
| 21,832 |
| 21,523 |
| 21,078 |
| 21,385 |
| ||||||
Selling, general and administrative |
| 12,114 |
| 12,614 |
| 12,483 |
| 11,712 |
| 12,220 |
| 11,858 |
| ||||||
In-process research and development (1) |
| — |
| — |
| — |
| 5,653 |
| — |
| 24,200 |
| ||||||
Amortization of intangible assets (2)(3) |
| 18,665 |
| 18,687 |
| 21,114 |
| 18,070 |
| 17,923 |
| 18,623 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total costs and expenses |
| 71,383 |
| 75,996 |
| 78,457 |
| 79,387 |
| 73,713 |
| 99,672 |
| ||||||
Loss from operations |
| (28,350 | ) | (19,421 | ) | (21,160 | ) | (23,315 | ) | (17,247 | ) | (40,794 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other (expense) income, net |
| (3,611 | ) | (1,365 | ) | 1,491 |
| 2,764 |
| 3,078 |
| (1,901 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Loss before benefit for income taxes |
| (31,961 | ) | (20,786 | ) | (19,669 | ) | (20,551 | ) | (14,169 | ) | (42,695 | ) | ||||||
|
|
|
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|
| ||||||
Benefit for income taxes |
| (3,300 | ) | (2,554 | ) | — |
| (6,180 | ) | (6,022 | ) | (17,078 | ) | ||||||
|
|
|
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| ||||||
Net loss |
| $ | (28,661 | ) | $ | (18,232 | ) | $ | (19,669 | ) | $ | (14,371 | ) | $ | (8,147 | ) | $ | (25,617 | ) |
|
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| ||||||
Basic net loss per share |
| $ | (0.26 | ) | $ | (0.16 | ) | $ | (0.18 | ) | $ | (0.13 | ) | $ | (0.07 | ) | $ | (0.23 | ) |
|
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| ||||||
Diluted net loss per share |
| $ | (0.26 | ) | $ | (0.16 | ) | $ | (0.18 | ) | $ | (0.13 | ) | $ | (0.07 | ) | $ | (0.23 | ) |
|
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| ||||||
Shares used in per share calculations: |
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| ||||||
|
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| ||||||
Basic |
| 111,840 |
| 111,507 |
| 111,390 |
| 110,232 |
| 109,684 |
| 109,558 |
| ||||||
|
|
|
|
|
|
|
|
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|
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| ||||||
Diluted (4) |
| 111,840 |
| 111,507 |
| 111,390 |
| 110,232 |
| 109,684 |
| 109,558 |
|
Notes:
(1) Represents write-off of in-process research and development in conjunction with the August 26, 2002 acquisition of Cerdelinx Technologies, Inc. and the January 18, 2002 acquisition of the FPGA business of Agere Systems, Inc.
(2) Intangible assets subject to amortization 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, the acquisition of Vantis Corporation on June 16, 1999 and the acquisition of Integrated Intellectual Property Inc. on March 16, 2001. These intangible assets are amortized to expense generally over to three to seven years on a straight-line basis. The balance of these assets are unchanged as a result of the restatements presented here.
(3) Balances presented include amortization of deferred stock compensation expense attributable to Research and Development Activities, which amounts are unchanged as a result of the restatements presented here.
(4) For all periods presented, the computation of diluted net loss per share excludes the effect of stock options and our convertible notes as they are antidilutive.
Lattice Semiconductor Corporation
Consolidated Statement of Operations
(in thousands, except per share data)
(unaudited)
Description |
| Nine months |
| Six months |
| Nine months |
| Six months |
| ||||
|
| (Restated) |
| (Restated) |
|
|
|
|
| ||||
Revenue |
| $ | 156,905 |
| $ | 113,872 |
| $ | 171,416 |
| $ | 115,344 |
|
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|
|
|
|
|
|
|
|
| ||||
Costs and expenses: |
|
|
|
|
|
|
|
|
| ||||
Costs of products sold |
| 65,452 |
| 46,021 |
| 68,527 |
| 46,098 |
| ||||
Research and development |
| 64,707 |
| 43,534 |
| 63,986 |
| 42,463 |
| ||||
Selling, general and administrative |
| 37,211 |
| 25,097 |
| 35,790 |
| 24,078 |
| ||||
In-process research and development (1) |
| — |
| — |
| 29,853 |
| 24,200 |
| ||||
Amortization of intangible assets (2)(3) |
| 58,466 |
| 39,801 |
| 54,616 |
| 36,546 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total costs and expenses |
| 225,836 |
| 154,453 |
| 252,772 |
| 173,385 |
| ||||
Loss from operations |
| (68,931 | ) | (40,581 | ) | (81,356 | ) | (58,041 | ) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Other (expense) income, net |
| (3,485 | ) | 126 |
| 3,941 |
| 1,177 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Loss before benefit for income taxes |
| (72,416 | ) | (40,455 | ) | (77,415 | ) | (56,864 | ) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Benefit for income taxes |
| (5,854 | ) | (2,554 | ) | (29,280 | ) | (23,100 | ) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Net loss |
| $ | (66,562 | ) | $ | (37,901 | ) | $ | (48,135 | ) | $ | (33,764 | ) |
|
|
|
|
|
|
|
|
|
| ||||
Basic net loss per share |
| $ | (0.60 | ) | $ | (0.34 | ) | $ | (0.44 | ) | $ | (0.31 | ) |
|
|
|
|
|
|
|
|
|
| ||||
Diluted net loss per share |
| $ | (0.60 | ) | $ | (0.34 | ) | $ | (0.44 | ) | $ | (0.31 | ) |
|
|
|
|
|
|
|
|
|
| ||||
Shares used in per share calculations: |
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Basic |
| 111,615 |
| 111,473 |
| 109,855 |
| 109,619 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Diluted (4) |
| 111,615 |
| 111,473 |
| 109,855 |
| 109,619 |
|
Notes:
(1) Represents write-off of in-process research and development in conjunction with the August 26, 2002 acquisition of Cerdelinx Technologies, Inc. and the January 18, 2002 acquisition of the FPGA business of Agere Systems, Inc.
(2) Intangible assets subject to amortization 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, the acquisition of Vantis Corporation on June 16, 1999 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. The balance of these assets are unchanged as a result of the restatements presented here.
(3) Balances presented include amortization of deferred stock compensation expense attributable to Research and Development Activities, which amounts are unchanged as a result of the restatements presented here.
(4) For all periods presented, the computation of diluted net loss per share excludes the effect of stock options and our convertible notes as they are antidilutive.
Lattice Semiconductor Corporation
Consolidated Balance Sheet
(in thousands)
(unaudited)
Description |
| Sept. 30, |
| June 30, |
| Mar. 31, |
| Dec. 31, |
| ||||
|
| (Restated) |
| (Restated) |
| (Restated) |
|
|
| ||||
Assets |
|
|
|
|
|
|
|
|
| ||||
Current assets: |
|
|
|
|
|
|
|
|
| ||||
Cash and short-term investments |
| $ | 278,754 |
| $ | 470,178 |
| $ | 252,847 |
| $ | 276,880 |
|
Accounts receivable, net |
| 26,941 |
| 28,372 |
| 30,651 |
| 26,374 |
| ||||
Inventories |
| 47,942 |
| 48,283 |
| 51,876 |
| 56,241 |
| ||||
Other current assets |
| 12,617 |
| 11,476 |
| 34,748 |
| 35,033 |
| ||||
Total current assets |
| 366,254 |
| 558,309 |
| 370,122 |
| 394,528 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Property and equipment, net |
| 56,520 |
| 58,978 |
| 61,284 |
| 62,786 |
| ||||
Foundry investments, advances and other assets |
| 124,670 |
| 108,574 |
| 100,059 |
| 104,507 |
| ||||
Goodwill and other intangible assets, net (1) |
| 326,071 |
| 343,909 |
| 361,754 |
| 379,442 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
|
| $ | 873,515 |
| $ | 1,069,770 |
| $ | 893,219 |
| $ | 941,263 |
|
|
|
|
|
|
|
|
|
|
| ||||
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
| ||||
Current liabilities: |
|
|
|
|
|
|
|
|
| ||||
Accounts payable and other accrued liabilities |
| $ | 34,356 |
| $ | 32,538 |
| $ | 37,170 |
| $ | 33,597 |
|
Deferred income on sales to distributors |
| 9,766 |
| 9,604 |
| 13,936 |
| 11,983 |
| ||||
Income taxes payable |
| — |
| — |
| — |
| 142 |
| ||||
Total current liabilities |
| 44,122 |
| 42,142 |
| 51,106 |
| 45,722 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
4 3/4% Convertible notes due in 2006 |
| — |
| 172,304 |
| 175,304 |
| 208,061 |
| ||||
Zero Coupon Convertible notes due in 2010 |
| 184,000 |
| 200,000 |
| — |
| — |
| ||||
Other long-term liabilities |
| 22,053 |
| 25,704 |
| 26,335 |
| 26,345 |
| ||||
|
| 206,053 |
| 398,008 |
| 201,639 |
| 234,406 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Stockholders’ equity |
| 623,340 |
| 629,620 |
| 640,474 |
| 661,135 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
|
| $ | 873,515 |
| $ | 1,069,770 |
| $ | 893,219 |
| $ | 941,263 |
|
Note:
(1) Includes other intangible assets, net, recorded in the September 2002 quarter in connection with the August 26, 2002 acquisition of Cerdelinx Technologies, Inc. Also includes Goodwill and other intangible assets, net, recorded in the March 2002 quarter in connection with the January 18, 2002 acquisition of the FPGA business of Agere Systems, Inc., and Goodwill and 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. Goodwill and other intangible assets, net, are unchanged as a result of the restatements presented here.