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LSCC Lattice Semiconductor

 

Table of Contents


UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

  

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED March 28, 2020

 

OR

  

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE TRANSITION PERIOD FROM __________ TO __________

 

Commission file number 000-18032

 

 

LATTICE SEMICONDUCTOR CORPORATION

(Exact name of Registrant as specified in its charter)

  

State of Delaware

93-0835214

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

5555 NE Moore Court, Hillsboro, OR

97124

(Address of principal executive offices)

(Zip Code)

(503) 268-8000

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $.01 par value

LSCC

Nasdaq Global Select Market

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes ☐  No ☒

 

Number of shares of common stock outstanding as of April 27, 2020134,623,022

 


 

 
 

LATTICE SEMICONDUCTOR CORPORATION

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

 

   

 

Note Regarding Forward-Looking Statements

- 3 -

 

 

 

PART I.

FINANCIAL INFORMATION

Page

 

 

 

Item 1.

Financial Statements

- 4 -

 

 

 

 

Consolidated Statements of Operations – Three Months Ended March 28, 2020 and March 30, 2019  (unaudited)

- 4 -

 

 

 

 

Consolidated Statements of Comprehensive Income – Three Months Ended March 28, 2020 and March 30, 2019  (unaudited)

- 5 -

 

 

 

 

Consolidated Balance Sheets - March 28, 2020 and December 28, 2019  (unaudited)

- 6 -

 

 

 

 

Consolidated Statements of Cash Flows – Three Months Ended March 28, 2020 and March 30, 2019 (unaudited)

- 7 -

 

 

 

 

Consolidated Statements of Stockholders' Equity – Three Months Ended March 28, 2020 and March 30, 2019 (unaudited)

- 8 -

 

 

 

 

Notes to Consolidated Financial Statements  (unaudited)

- 9 -

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

- 18 -

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

- 26 -

 

 

 

Item 4.

Controls and Procedures

- 26 -

 

 

 

 

 

 

PART II.

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

- 27 -

 

 

 

Item 1A.

Risk Factors

- 27 -

 

 

 

Item 6.

Exhibits

- 27 -

 

 

 

 

Signatures

- 28 -

 

 

 

 

Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains forward-looking statements that involve estimates, assumptions, risks, and uncertainties. Any statements about our expectations, beliefs, plans, objectives, assumptions, or future events or performance are not historical facts and may be forward-looking. We use words or phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” "possible," “predict,” “projects,” “may,” “will,” “should,” “continue,” “ongoing,” “future,” “potential,” and similar words or phrases to identify forward-looking statements.

 

Forward-looking statements include, but are not limited to, statements about: our target or expected financial performance and our ability to achieve those results; future financial results or accounting treatments; the impact of the COVID-19 pandemic on our business operations, financial performance, results of operations, financial position, and the achievement of our strategic objectives; our use of cash; our gross margin growth and our strategies to achieve gross margin growth and other financial results; our opportunities to increase our addressable market; our expectations and strategies regarding market trends and opportunities, including market segment drivers such as 5G infrastructure deployments, cloud and enterprise servers, client computing platforms, industrial Internet of Things, factory automation, automotive electronics, smart homes and prosumers; our judgments involved in accounting matters; our expectations regarding product offerings; our expectations regarding our customer base; our future investments in research and development and our research and development expense efficiency; our anticipated reductions in expenses; our expectations regarding our restructuring plans; our sharing of anticipated HDMI royalty revenues; our expectations regarding taxes, including unrecognized tax benefits, and tax adjustments and allowances; our beliefs regarding the adequacy of our liquidity, capital resources and facilities; and our beliefs regarding legal proceedings.

 

These forward-looking statements are based on estimates and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially from those statements expressed in the forward-looking statements. The key factors, among others, that could cause our actual results to differ materially from the forward-looking statements include global economic conditions and uncertainty, and other factors more fully described herein or that are otherwise described from time to time in our filings with the Securities and Exchange Commission, including, but not limited to, the items discussed in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and any additional or updated risk factors discussed in any subsequent Quarterly Report on Form 10-Q filed since that date.

 

You should not unduly rely on forward-looking statements because our actual results could differ materially from those expressed by us. In addition, any forward-looking statement applies only as of the date of this filing. We do not plan to, and undertake no obligation to, update any forward-looking statements to reflect new information or new events, circumstances or developments, or otherwise.

 

 

 

PART I. FINANCIAL INFORMATION


 

ITEM 1.    FINANCIAL STATEMENTS

 

LATTICE SEMICONDUCTOR CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)


 

  

Three Months Ended

 
  

March 28,

  

March 30,

 

(In thousands, except per share data)

 

2020

  

2019

 

Revenue

 $97,316  $98,091 

Cost of revenue

  39,754   40,439 

Gross margin

  57,562   57,652 

Operating expenses:

        

Research and development

  21,693   19,665 

Selling, general, and administrative

  22,551   20,781 

Amortization of acquired intangible assets

  2,640   3,389 

Restructuring charges

  940   1,341 

Total operating expenses

  47,824   45,176 

Income from operations

  9,738   12,476 

Interest expense

  (1,077)  (4,987)

Other (expense) income, net

  (50)  153 

Income before income taxes

  8,611   7,642 

Income tax expense

  444   234 

Net income

 $8,167  $7,408 
         

Net income per share:

        

Basic

 $0.06  $0.06 

Diluted

 $0.06  $0.05 
         

Shares used in per share calculations:

        

Basic

  134,253   130,992 

Diluted

  138,044   134,810 

 

 

 

See Accompanying Notes to Unaudited Consolidated Financial Statements.

 

 

 

LATTICE SEMICONDUCTOR CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


 

  

Three Months Ended

 
  

March 28,

  

March 30,

 

(In thousands)

 

2020

  

2019

 

Net income

 $8,167  $7,408 

Other comprehensive (loss) income:

        

Translation adjustment, net of tax

  (111)  47 

Unrealized gain related to marketable securities, net of tax

     42 

Reclassification adjustment for gains related to marketable securities included in Other (expense) income, net of tax

     (53)

Comprehensive income

 $8,056  $7,444 

 

 

 

See Accompanying Notes to Unaudited Consolidated Financial Statements.

 

 

 

LATTICE SEMICONDUCTOR CORPORATION

CONSOLIDATED BALANCE SHEETS

(unaudited)


 

  

March 28,

  

December 28,

 

(In thousands, except share and par value data)

 

2020

  

2019

 

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $176,572  $118,081 

Accounts receivable, net of allowance for credit losses

  68,643   64,917 

Inventories

  48,932   54,980 

Prepaid expenses and other current assets

  24,531   24,452 

Total current assets

  318,678   262,430 

Property and equipment, less accumulated depreciation of $128,890 at March 28, 2020 and $125,990 at December 28, 2019

  39,933   39,230 

Operating lease right-of-use assets

  22,212   23,591 

Intangible assets, net

  4,323   6,977 

Goodwill

  267,514   267,514 

Deferred income taxes

  476   478 

Other long-term assets

  11,069   11,796 

Total assets

 $664,205  $612,016 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

        

Current liabilities:

        

Accounts payable and accrued expenses

 $59,964  $60,255 

Accrued payroll obligations

  7,715   13,404 

Current portion of long-term debt

  21,484   21,474 

Current portion of operating lease liabilities

  4,564   4,686 

Total current liabilities

  93,727   99,819 

Long-term debt, net of current portion

  170,791   125,072 

Long-term operating lease liabilities, net of current portion

  20,172   21,438 

Other long-term liabilities

  36,556   38,028 

Total liabilities

  321,246   284,357 

Contingencies (Note 11)

      

Stockholders' equity:

        

Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued and outstanding

      

Common stock, $.01 par value, 300,000,000 shares authorized; 134,513,000 shares issued and outstanding as of March 28, 2020 and 133,883,000 shares issued and outstanding as of December 28, 2019

  1,345   1,339 

Additional paid-in capital

  769,451   762,213 

Accumulated deficit

  (425,123)  (433,290)

Accumulated other comprehensive loss

  (2,714)  (2,603)

Total stockholders' equity

  342,959   327,659 

Total liabilities and stockholders' equity

 $664,205  $612,016 

 

 

 

See Accompanying Notes to Unaudited Consolidated Financial Statements.

 

 

 

LATTICE SEMICONDUCTOR CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


 

  

Three Months Ended

 
  March 28,  March 30, 

(In thousands)

 

2020

  

2019

 

Cash flows from operating activities:

        

Net income

 $8,167  $7,408 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation and amortization

  7,793   8,403 

Stock-based compensation expense

  8,728   3,686 

Reduction in the carrying amount of right-of-use assets

  1,494   1,487 

Amortization of debt issuance costs and discount

  103   686 

Impairment of operating lease right-of-use asset (recorded in Restructuring charges)

     757 

Other non-cash adjustments

  (88)  (129)

Changes in assets and liabilities:

        

Accounts receivable, net

  (3,726)  5,284 

Inventories

  6,048   323 

Prepaid expenses and other assets

  (129)  (1,965)

Accounts payable and accrued expenses

  130   330 

Accrued payroll obligations

  (5,689)  (2,788)

Operating lease liabilities, current and long-term portions

  (1,437)  (2,089)

Income taxes payable

  (291)  365 

Net cash provided by operating activities

  21,103   21,758 

Cash flows from investing activities:

        

Proceeds from sales of and maturities of short-term marketable securities

     9,655 

Capital expenditures

  (3,867)  (3,074)

Cash paid for software licenses

  (2,775)  (1,739)

Net cash (used in) provided by investing activities

  (6,642)  4,842 

Cash flows from financing activities:

        

Restricted stock unit tax withholdings

  (3,854)  (418)

Proceeds from issuance of common stock

  2,370   11,986 

Proceeds from issuance of long-term debt

  50,000    

Repayment of debt

  (4,375)  (26,875)

Net cash provided by (used in) financing activities

  44,141   (15,307)

Effect of exchange rate change on cash

  (111)  47 

Net increase in cash and cash equivalents

  58,491   11,340 

Beginning cash and cash equivalents

  118,081   119,051 

Ending cash and cash equivalents

 $176,572  $130,391 
         

Supplemental disclosure of cash flow information and non-cash investing and financing activities:

 

Interest paid

 $1,113  $4,383 

Operating lease payments

 $1,934  $2,597 

Income taxes paid, net of refunds

 $852  $280 

Accrued purchases of plant and equipment

 $753  $1,417 

Operating lease right-of-use assets obtained in exchange for lease obligations

 $49  $219 

 

 

 

See Accompanying Notes to Unaudited Consolidated Financial Statements.

 

 

 

LATTICE SEMICONDUCTOR CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(unaudited)


 

The following summarizes the changes in total equity for the three month period ended March 28, 2020:

 

  

Common Stock ($.01 par value)

  

Additional Paid-in

  

Accumulated

  

Accumulated other comprehensive

     

(In thousands, except par value data)

 

Shares

  

Amount

  

capital

  

deficit

  

loss

  

Total

 

Balances, December 28, 2019

  133,883  $1,339  $762,213  $(433,290) $(2,603) $327,659 

Net income for the three months ended March 28, 2020

           8,167      8,167 

Common stock issued in connection with the exercise of stock options, ESPP and vested RSUs, net of shares withheld for employee taxes

  630   6   (1,490)        (1,484)

Stock-based compensation related to stock options, ESPP and RSUs

        8,728         8,728 

Translation adjustments, net of tax

              (111)  (111)

Balances, March 28, 2020

  134,513  $1,345  $769,451  $(425,123) $(2,714) $342,959 

 

 

 

The following summarizes the changes in total equity for the three month period ended March 30, 2019:

 

  

Common Stock ($.01 par value)

  

Additional Paid-in

  

Accumulated

  

Accumulated other comprehensive

     

(In thousands, except par value data)

 

Shares

  

Amount

  

capital

  

deficit

  

loss

  

Total

 

Balances, December 29, 2018

  129,728  $1,297  $736,274  $(476,783) $(2,331) $258,457 

Net income for the three months ended March 30, 2019

           7,408      7,408 

Common stock issued in connection with the exercise of stock options, ESPP and vested RSUs, net of shares withheld for employee taxes

  2,177   22   11,546         11,568 

Stock-based compensation related to stock options, ESPP and RSUs

        3,686         3,686 

Translation adjustments, net of tax

              47   47 

Unrealized loss related to marketable securities, net of tax

              42   42 

Recognized gain on redemption of marketable securities, previously unrealized

              (53)  (53)

Balances, March 30, 2019

  131,905  $1,319  $751,506  $(469,375) $(2,295) $281,155 

 

 

 

See Accompanying Notes to Unaudited Consolidated Financial Statements.

 

 

LATTICE SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


 

 

Note 1 - Basis of Presentation

 

Lattice Semiconductor Corporation, a Delaware corporation, and its subsidiaries (“Lattice,” the “Company,” “we,” “us,” or “our”) develop technologies that we monetize through differentiated programmable logic semiconductor products, system solutions, design services, and licenses. Lattice was founded in 1983 and is headquartered in Hillsboro, Oregon.

 

Basis of Presentation and Use of Estimates

 

The accompanying Consolidated Financial Statements are unaudited and have been prepared in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") and pursuant to the rules and regulations of the SEC. In our opinion, they include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of results for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by the SEC's rules and regulations for interim reporting. These Consolidated Financial Statements should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 28, 2019 ("2019 10-K").

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments affecting the amounts reported in our consolidated condensed financial statements and the accompanying notes. The actual results that we experience may differ materially from our estimates.

 

We describe our accounting methods and practices in more detail in our 2019 10-K. There have been no changes to the significant accounting policies, procedures, or general information described in our 2019 10-K that have had a material impact on our consolidated financial statements and related notes.

 

Fiscal Reporting Periods

 

We report based on a 52 or 53-week fiscal year ending on the Saturday closest to December 31. Our fiscal 2020 will be a 53-week year and will end on January 2, 2021, and our fiscal 2019 was a 52-week year that ended December 28, 2019. Our first quarter of fiscal 2020 and first quarter of fiscal 2019 ended on March 28, 2020 and March 30, 2019, respectively. All references to quarterly financial results are references to the results for the relevant 13-week fiscal period.

 

Concentrations of Risk

 

Distributors have historically accounted for a significant portion of our total revenue. Revenue attributable to distributors as a percentage of total revenue was 78% and 79% for the first quarter of fiscal 2020 and 2019, respectively. In the periods covered by this report, no end customer accounted for more than 10% of total revenue.

 

Distributors also account for a substantial portion of our net accounts receivable. Our two largest distributors accounted for 38% and 36% of net accounts receivable at March 28, 2020 and 40% and 38% of net accounts receivable at December 28, 2019. No other distributor or end customer accounted for more than 10% of net accounts receivable at these dates.

 

Recently Issued Accounting Standards

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which adds new guidance for accounting for tax law changes, year-to-date losses in interim periods, and determining how to apply the income tax guidance to franchise taxes that are partially based on income, as well as other changes to simplify accounting for income taxes. The ASU is effective for calendar year-end public business entities on January 1, 2021. Entities may early adopt the ASU in any interim period for which financial statements have not yet been issued (or made available for issuance). We are currently assessing the impact of ASU 2019-12 on our consolidated financial statements and related disclosures.

 

 

 

Note 2 - Net Income per Share

 

Our calculation of the diluted share count includes the number of shares from our equity awards with market conditions or performance conditions that would be issuable under the terms of such awards at the end of the reporting period. For equity awards with a market condition, the number of shares included in the diluted share count as of March 28, 2020 is determined by measuring the achievement of the market condition as of the end of the reporting period. For equity awards with a performance condition, the number of shares that qualified for vesting as of March 28, 2020 are included in the diluted share count, as the condition for their issuance was satisfied by the end of the reporting period. See "Note 9 - Stock-Based Compensation" to our consolidated financial statements for further discussion of our equity awards with market conditions or performance conditions.

 

A summary of basic and diluted Net income (loss) per share is presented in the following table:

 

  

Three Months Ended

 
  

March 28,

  

March 30,

 

(in thousands, except per share data)

 

2020

  

2019

 

Net income

 $8,167  $7,408 
         

Shares used in basic Net income per share

  134,253   130,992 

Dilutive effect of stock options, RSUs, ESPP shares, and equity awards with a market condition or performance condition

  3,791   3,818 

Shares used in diluted Net income per share

  138,044   134,810 
         

Basic Net income per share

 $0.06  $0.06 

Diluted Net income per share

 $0.06  $0.05 

 

The computation of diluted Net income per share excludes the effects of stock options, restricted stock units ("RSUs"), Employee Stock Purchase Plan ("ESPP") shares, and equity awards with a market condition or performance condition that are antidilutive, aggregating approximately the following number of shares:

 

  

Three Months Ended

 
  

March 28,

  

March 30,

 

(in thousands)

 

2020

  

2019

 

Stock options, RSUs, ESPP shares, and equity awards with a market condition or performance condition excluded as they are antidilutive

  1,056   812 

 

 

Note 3 - Revenue from Contracts with Customers

 

Disaggregation of revenue

 

The following tables provide information about revenue from contracts with customers disaggregated by major class of revenue, revenue by channel, and by geographical market, based on ship-to location of the end customer, where available, and ship-to location of distributor otherwise:

 

Major Class of Revenue

 

Three Months Ended

 
  

March 28,

  

March 30,

 

(In thousands)

 

2020

  

2019

 

Product

 $93,225   96% $91,612   93%

Licensing and services

  4,091   4%  6,479   7%

Total revenue

 $97,316   100% $98,091   100%

 

 

Revenue by Channel

 

Three Months Ended

 
  

March 28,

  

March 30,

 

(In thousands)

 

2020

  

2019

 

Product revenue - Distributors

 $75,455   78% $77,472   79%

Product revenue - Direct

  17,770   18%  14,140   14%

Licensing and services revenue

  4,091   4%  6,479   7%

Total revenue

 $97,316   100% $98,091   100%

 

Revenue by Geographical Market

 

Three Months Ended

 
  

March 28,

  

March 30,

 

(In thousands)

 

2020

  

2019

 
United States $13,319   14% $12,895   13%
Other Americas  3,268   3%  3,975   4%

Americas

  16,587   17%  16,870   17%
China  43,499   45%  48,305   49%
Taiwan  9,859   10%  2,678   3%
Japan  7,999   8%  11,857   12%
Other Asia  7,336   8%  6,171   7%

Asia

  68,693   71%  69,011   71%

Europe

  12,036   12%  12,210   12%

Total revenue

 $97,316   100% $98,091   100%

 

Contract balances

 

Our contract assets relate to our rights to consideration for licenses and royalties due to us as a member of the HDMI consortium, with collection dependent on events other than the passage of time, such as collection of licenses and royalties from customers by the HDMI licensing agent. The balance results primarily from the amount of estimated revenue related to HDMI that we have recognized to date, but which has not yet been collected by the agent. Contract assets are included in Prepaid expenses and other current assets on our Consolidated Balance Sheets. The following table summarizes activity during the first three months of fiscal 2020:

 

(In thousands)

    

Contract assets as of December 28, 2019

 $5,569 

Revenues recorded during the period

  3,103 

Transferred to Accounts receivable or collected

  (3,238)

Contract assets as of March 28, 2020

 $5,434 

 

Contract liabilities are included in Accounts payable and accrued expenses on our Consolidated Balance Sheets. The following table summarizes activity during the first three months of fiscal 2020:

 

(In thousands)

    

Contract liabilities as of December 28, 2019

 $2,313 

Accruals for estimated future stock rotation and scrap returns

  990 

Less: Release of accruals for recognized stock rotation and scrap returns

  (376)

Contract liabilities as of March 28, 2020

 $2,927 

 

The impact to revenue from the release of accruals for recognized stock rotation and scrap returns was offset by the processing of return merchandise authorizations totaling approximately $0.5 million, yielding a net revenue reduction of approximately $0.1 million for the first three months of 2020.

 

 

 

Note 4 - Balance Sheet Components

 

Accounts Receivable

 

Accounts receivable do not bear interest and are shown net of an allowance for expected lifetime credit losses, which reflects our best estimate of probable losses inherent in the accounts receivable balance. We determine this allowance through an assessment of known troubled accounts, analysis of our accounts receivable aging, historical experience, expectations for future economic conditions, management judgment, and other available evidence.

 

  March 28,  December 28, 

(In thousands)

 

2020

  

2019

 

Accounts receivable

 $68,749  $65,023 

Less: Allowance for credit losses

  (106)  (106)

Accounts receivable, net of allowance for credit losses

 $68,643  $64,917 

 

 

Inventories

 

  March 28,  December 28, 

(In thousands)

 

2020

  

2019

 

Work in progress

 $39,744  $39,855 

Finished goods

  9,188   15,125 

Total inventories

 $48,932  $54,980 

 

 

Property and Equipment – Geographic Information

 

Our Property and equipment, net by country at the end of each period was as follows:

 

  March 28,  December 28, 

(In thousands)

 

2020

  

2019

 

United States

 $31,593  $32,313 
         

China

  1,528   1,683 

Philippines

  2,705   2,683 

Taiwan

  3,556   1,885 

Japan

  234   283 

Other

  317   383 

Total foreign property and equipment, net

  8,340   6,917 

Total property and equipment, net

 $39,933  $39,230 

 

 

Accounts Payable and Accrued Expenses

 

Included in Accounts payable and accrued expenses in the Consolidated Balance Sheets are the following balances:

 

  March 28,  December 28, 

(In thousands)

 

2020

  

2019

 

Trade accounts payable

 $44,440  $44,350 

Liability for non-cancelable contracts

  6,359   6,964 

Other accrued expenses

  9,165   8,941 

Total accounts payable and accrued expenses

 $59,964  $60,255 

 

 

Cloud Based Computing Implementation Costs

 

Under the guidance in ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), we are capitalizing the implementation costs for cloud computing arrangements, mainly for our new and integrated distributor accounting management systems. These cloud-based computing implementation costs are recorded in Prepaid expenses and other current assets and Other long-term assets on our Consolidated Balance Sheets. The following table summarizes activity during the first three months of fiscal 2020:

 

(In thousands)

    

Cloud based computing implementation costs as of December 28, 2019

 $2,543 

Costs capitalized during the period

  523 

Capitalized costs amortized during the period

  (73)

Cloud based computing implementation costs as of March 28, 2020

 $2,993 

 

 

Note 5 - Long-Term Debt

 

On May 17, 2019, we entered into a credit agreement (the “Current Credit Agreement”), which provides for a five-year secured term loan facility in an aggregate principal amount of $175.0 million and a five-year secured revolving loan facility in an aggregate principal amount of up to $75.0 million. Details of the term loan and the revolving loan (collectively, "long-term debt"), including the basis for interest, payment terms, and covenant compliance are more fully described in the Current Credit Agreement and our 2019 10-K.

 

During the first three months of fiscal 2020, we drew $50.0 million on our revolving loan facility and paid a required quarterly installment of $4.4 million on our long-term debt. The fair value of our long-term debt approximates the carrying value, which is reflected in our Consolidated Balance Sheets as follows:

 

  March 28,  December 28, 

(In thousands)

 

2020

  

2019

 

Principal amount

 $193,750  $148,125 

Unamortized original issue discount and debt costs

  (1,475)  (1,579)

Less: Current portion of long-term debt

  (21,484)  (21,474)

Long-term debt, net of current portion and unamortized debt issue costs

 $170,791  $125,072 

 

As of March 28, 2020, the effective interest rate on the term loan was 3.07%, and the effective interest rate on the revolving loan was 2.17%. We pay a commitment fee of 0.20% on the unused portion of the revolving loan. Interest expense related to our long-term debt was included in Interest expense on our Consolidated Statements of Operations as follows:

 

  

Three Months Ended

 
  

March 28,

  

March 30,

 

(In thousands)

 

2020

  

2019

 

Contractual interest

 $1,086  $4,316 

Amortization of debt issuance costs and discount

  103   687 

Total interest expense related to long-term debt

 $1,189  $5,003 

 

Expected future principal payments are based on the schedule of required quarterly installments, adjusted for known voluntary payments. Our 53-week fiscal 2020 will result in five quarterly installments being paid during this fiscal year. As of March 28, 2020, expected future principal payments on our long-term debt were as follows:

 

Fiscal year

 

(in thousands)

 
     

2020 (remaining 9 months)

 $17,500 

2021

  17,500 

2022

  17,500 

2023

  13,125 

2024

  128,125 
  $193,750 

 

 

 

Note 6 - Restructuring

 

In March 2020, our management approved and executed an internal restructuring plan (the “Q1 2020 Plan”), which included a workforce reduction in order to reduce our operating cost structure by leveraging our low-cost regions as well as enhancing efficiency. Approximately $1.1 million of restructuring expense has been incurred through March 28, 2020 under the Q1 2020 Plan, and we believe this amount approximates the total costs under the plan.

 

Under the Q2 2019 Sales Plan, which is more fully described in the 2019 10-K, we recorded a credit adjustment of approximately $0.2 million during the first quarter of fiscal 2020 due to the final reconciliation of expenses incurred, and we incurred approximately $2.0 million of restructuring expense during fiscal 2019. Approximately $1.8 million of net expense has been incurred through March 28, 2020 under the Q2 2019 Sales Plan. All actions planned under the Q2 2019 Sales Plan have been implemented.

 

Under the June 2017 Plan, which is more fully described in the 2019 10-K, we incurred less than $0.1 million and approximately $1.3 million of expense during the first quarter of fiscal 2020 and fiscal 2019, respectively. We have incurred approximately $19.1 million of total expense through March 28, 2020 under the June 2017 Plan, and all planned actions have been implemented. We expect the total cost of the June 2017 Plan to be approximately $20.0 million to $21.5 million as expenses related to our partially vacated facility in San Jose, California will be incurred over the remaining lease term.

 

These expenses were recorded to Restructuring charges on our Consolidated Statements of Operations. The restructuring accrual balance is presented in Accounts payable and accrued expenses and in Other long-term liabilities on our Consolidated Balance Sheets. The following table displays the activity related to our restructuring plans:

 

(In thousands)

 

Severance & Related (1)

  

Lease Termination & Fixed Assets

  

Software Contracts & Engineering Tools (2)

  

Other (3)

  

Total

 

Accrued Restructuring at December 28, 2019

 $160  $6,585  $  $865  $7,610 

Restructuring charges

  949   47      (56)  940 

Costs paid or otherwise settled

  (135)  (405)     (201)  (741)

Accrued Restructuring at March 28, 2020

 $974  $6,227  $  $608  $7,809 
                     

Accrued Restructuring at December 29, 2018

 $1,814  $8,630  $218  $18  $10,680 

Restructuring charges

  (60)  1,409      (8)  1,341 

Costs paid or otherwise settled

  (1,540)  (1,875)  (83)  (10)  (3,508)

Accrued Restructuring at March 30, 2019

 $214  $8,164  $135  $  $8,513 

 

(1

Includes employee relocation and outplacement costs

(2

Includes cancellation of contracts, asset impairments, and accelerated depreciation on certain enterprise resource planning and customer relationship management systems

(3

Beginning in the second quarter of fiscal 2019, "Other" included termination fees on the cancellation of certain contracts under the Q2 2019 Sales Plan

 

 

Note 7 - Leases

 

We have operating leases for corporate offices, sales offices, research and development facilities, storage facilities, and a data center, the terms of which are more fully described in our 2019 10-K. All of our facilities are leased under operating leases, which expire at various times through 2027, with a weighted-average remaining lease term of 5.6 years and a weighted-average discount rate of 7.0% as of March 28, 2020. We recorded fixed operating lease expenses of $1.9 million and $2.0 million for the first quarter of fiscal 2020 and 2019, respectively. 

 

 

The following table presents the lease balance classifications within the Consolidated Balance Sheets and summarizes their activity during the first three months of fiscal 2020:

 

Operating lease right-of-use assets

 

(in thousands)

 

Balance as of December 28, 2019

 $23,591 

Right-of-use assets obtained in exchange for new lease obligations during the period

  49 

Reduction in the carrying amount of right-of-use assets during the period

  (1,494)

Adjustments for present value and foreign currency effects

  66 

Balance as of March 28, 2020

 $22,212 

 

Operating lease liabilities

 

(in thousands)

 

Balance as of December 28, 2019

 $26,124 

Lease liabilities incurred for new lease obligations during the period

  49 

Accretion of lease liabilities

  431 

Operating cash used by payments on lease liabilities

  (1,934)

Adjustments for present value, foreign currency, and restructuring liability effects

  66 

Balance as of March 28, 2020

  24,736 

Less: Current portion of operating lease liabilities

  (4,564)

Long-term operating lease liabilities, net of current portion

 $20,172 

 

Maturities of operating lease liabilities as of March 28, 2020 are as follows:

 

Fiscal year

 

(in thousands)

 
     

2020 (remaining 9 months)

 $4,531 

2021

  5,480 

2022

  4,464 

2023

  4,592 

2024

  4,711 

Thereafter

  6,703 

Total lease payments

  30,481 

Less: amount representing interest

  (5,610)

Less: amount representing restructuring liability adjustments

  (135)

Total lease liabilities

 $24,736 

 

Prior to 2020, the reporting of future minimum lease commitments included the lease obligations associated with previously restructured facilities. Lease obligations for facilities restructured prior to the adoption of Topic 842 totaled approximately $6.2 million at March 28, 2020 and continued to be recorded in Other long-term liabilities on our Consolidated Balance Sheets.

 

 

Note 8 - Intangible Assets

 

On our Consolidated Balance Sheets at March 28, 2020 and December 28, 2019, Intangible assets, net are shown net of accumulated amortization of $130.1 million and $127.4 million, respectively.

 

We recorded amortization expense related to intangible assets on the Consolidated Statements of Operations as presented in the following table:

 

  

Three Months Ended

 
  

March 28,

  

March 30,

 

(In thousands)

 

2020

  

2019

 

Research and development

 $14  $14 

Amortization of acquired intangible assets

  2,640   3,389 
  $2,654  $3,403 

 

 

 

Note 9 - Stock-Based Compensation

 

Total stock-based compensation expense included in our Consolidated Statements of Operations is presented in the following table:

 

  

Three Months Ended

 
  

March 28,

  

March 30,

 

(In thousands)

 

2020

  

2019

 

Cost of revenue

 $591  $202 

Research and development

  2,594   1,125 

Selling, general, and administrative

  5,543   2,359 

Total stock-based compensation

 $8,728  $3,686 

 

Market-Based and Performance-Based Stock Compensation

 

In 2018 and 2019, we granted awards of RSUs with either a market condition or a performance condition to certain executives, as more fully described in our 2019 10-K. During the first quarter of fiscal 2020, the Board of Directors approved a modification to the market condition measurement periods associated with the unvested portions of certain of the Company’s awards with a market condition that were granted prior to fiscal 2020. The modification extended the duration of the measurement period by adjusting the beginning date of each measurement period to the original grant date, resulting in approximately $1.8 million additional stock compensation expense during the first quarter of fiscal 2020.

 

In the first quarter of fiscal 2020, we granted awards of RSUs with a market condition to certain executives. Under the terms of these grants, the RSUs with a market condition vest and become payable over a three-year period based on the Company’s total shareholder return ("TSR") relative to the Russell 2000 index, which condition is tested for one-half of the grants on the second and third anniversary of the grant date. If the 75th percentile of the market condition is achieved, the awards may vest at 250% or 200%, depending upon the executive, with 100% of the units vesting at the 55th percentile, zero vesting if relative TSR is below the 25th percentile, and vesting scaling for achievement between the 25th and 75th percentile.

 

During the first quarter of fiscal 2020, the market condition for awards granted to certain executives in the previous year exceeded the 75th percentile of the condition, and the first tranche of these awards vested at 200%. As of March 28, 2020, the Company had generated the specified "adjusted" EBITDA levels on a trailing four quarter basis for two consecutive trailing four-quarter periods, and the first tranche of 33.3% of the base number of the awards with an EBITDA performance condition qualified for vesting. For our awards with a market condition or a performance condition, we incurred stock compensation expense, including the effect of the modification in the current quarter, of approximately $4.2 million and $0.9 million in the first quarter of fiscal 2020 and fiscal 2019, respectively, which is recorded as a component of total stock-based compensation expense.


The following table summarizes the activity for our awards with a market condition or performance condition during the first three months of fiscal 2020:

 

(Shares in thousands)

 

Total

 

Balance, December 28, 2019

  1,163 
Granted  349 

Effect of vesting multiplier

  91 

Vested

  (182)

Balance, March 28, 2020

  1,421 

 

 

 

Note 10 - Income Taxes

 

We are subject to federal and state income tax as well as income tax in the foreign jurisdictions in which we operate. For the first quarter of fiscal 2020 and fiscal 2019, we recorded income tax expense of approximately $0.4 million and $0.2 million, respectively. Income taxes for the three month period ended March 28, 2020 and March 30, 2019 represent tax at the federal, state, and foreign statutory tax rates adjusted for withholding taxes, changes in uncertain tax positions, changes in the U.S. valuation allowance, as well as other non-deductible items in the United States and foreign jurisdictions. The difference between the U.S. federal statutory tax rate of 21% and our effective tax rate for the three months ended March 28, 2020 resulted primarily from a decrease in the valuation allowance that offset expected tax expense in the United States, foreign withholding tax expense, discrete impact from uncertain tax positions, and foreign rate differential primarily due to zero tax rate in Bermuda. For the three months ended March 30, 2019, the difference resulted from an increase in the valuation allowance that offset expected tax benefit in the United States, foreign rate differential and withholding taxes, zero tax rate in Bermuda which resulted in 0 tax benefit for the pretax loss in Bermuda, and a benefit from the release of uncertain tax positions.

 

Through March 28, 2020, we continued to evaluate the valuation allowance position in the United States and concluded that we should maintain a full valuation allowance against the net federal and state deferred tax assets. In making this evaluation, we exercised significant judgment and considered estimates about our ability to generate revenue and taxable profits sufficient to offset expenditures in future periods within the U.S. It is reasonably possible that during the next twelve months, we will establish a sustained level of profitability in the U.S. As a result, we may reverse a significant portion of the valuation allowance recorded against our U.S. deferred tax assets. The reversal would result in an income tax benefit for the quarterly and annual fiscal period in which we release the valuation allowance. We will continue to evaluate both positive and negative evidence in future periods to determine if we will realize the deferred tax assets. We do not have a valuation allowance in any foreign jurisdictions as we have concluded it is more likely than not that we will realize the net deferred tax assets in future periods.

 

At March 28, 2020, it is reasonably possible that $2.3 million of unrecognized tax benefits and $0.5 million of associated interest and penalties could be recognized during the next twelve months. The $2.8 million potential change would represent a decrease in unrecognized tax benefits, comprised of items related to tax filings for years that will no longer be subject to examination under expiring statutes of limitations.

 

Our liability for uncertain tax positions (including penalties and interest) was $24.3 million and $24.6 million at March 28, 2020 and December 28, 2019, respectively, and is recorded as a component of Other long-term liabilities on our Consolidated Balance Sheets. The remainder of our uncertain tax position exposure of $24.8 million isnetted against deferred tax assets.

 

We are not currently paying U.S. federal income taxes and do not expect to pay such taxes until we fully utilize our tax net operating loss ("NOL") and credit carryforwards. We expect to pay a nominal amount of state income tax. We are paying foreign income and withholding taxes, which are reflected in Income tax expense in our Consolidated Statements of Operations and are primarily related to the cost of operating offshore activities and subsidiaries. We accrue interest and penalties related to uncertain tax positions in Income tax expense.

 

 

Note 11 - Contingencies

 

Legal Matters

 

On or about December 19, 2018, Steven A.W. De Jaray, Perienne De Jaray and Darrell R. Oswald (collectively, the “Plaintiffs”) commenced an action against the Company and several unnamed defendants in the Multnomah County Circuit Court of the State of Oregon, in connection with the sale of certain products by the Company to the Plaintiffs in or around 2008. The Plaintiffs allege that we violated The Lanham Act, engaged in negligence and fraud by failing to disclose to the Plaintiffs the export-controlled status of the subject parts. The Plaintiffs seek damages of $138 million, treble damages, and other remedies. In January 2019, we removed the action to the United States District Court for the District of Oregon. At this stage of the proceedings, we do not have an estimate of the likelihood or the amount of any potential exposure to the Company; however, we believe that these claims are without merit and intend to vigorously defend the action.

 

From time to time, we are exposed to certain asserted and unasserted potential claims. Periodically, we review the status of each significant matter and assess its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible losses can be estimated, we then accrue a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, we reassess the potential liability related to pending claims and litigation and may revise estimates.

 

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 

The following discussion should be read along with the unaudited consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2019 10-K.

 

Overview

 

Lattice Semiconductor Corporation and its subsidiaries (“Lattice,” the “Company,” “we,” “us,” or “our”) develop technologies that we monetize through differentiated programmable logic semiconductor products, system solutions, design services, and licenses. Lattice is the low power programmable leader. We solve customer problems across the network, from the Edge to the Cloud, in the growing communications, computing, industrial, automotive, and consumer markets. Our technology, long-standing relationships, and commitment to world-class support enable our customers to create a smart, secure, and connected world.

 

Lattice has focused its strategy on delivering programmable logic products and related solutions based on low power, small size, and ease of use. We also serve our customers with IP licensing and various other services. Our product development activities include new proprietary products, advanced packaging, existing product enhancements, software development tools, soft IP, and system solutions for high-growth applications such as Edge Artificial Intelligence, 5G infrastructure, platform security, and factory automation.

 

Critical Accounting Policies and Use of Estimates

 

Critical accounting policies are those that are both most important to the portrayal of a company's financial condition and results, and that require management's most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Management believes that there have been no significant changes to the items that we disclosed as our critical accounting policies and estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2019 10-K.

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments affecting the amounts reported in our consolidated condensed financial statements and the accompanying notes. The actual results that we experience may differ materially from our estimates.

 

Impact of COVID-19 on our Business

 

The COVID-19 pandemic has caused, and is expected to continue to cause, the global slowdown of economic activity (including the decrease in demand for goods and services), and significant volatility in and disruption to financial markets. Because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences are uncertain, rapidly changing and difficult to predict, the pandemic’s impact on our operations and financial performance, as well as its impact on our ability to successfully execute our business strategy and initiatives, remains uncertain. We took action quickly during the quarter to safeguard the health and well-being of our employees and our business. We implemented social distancing policies at our locations around the world including working from home and eliminating virtually all travel. Furthermore, we assessed our liquidity in light of the rapidly changing environment and preemptively drew down $50 million on our revolving credit facility to further solidify our cash position, and we have additional resources available under our Credit Agreement, if needed. As COVID-19 has spread to other jurisdictions and been declared a global pandemic, the full extent of this outbreak, the related governmental, business and travel restrictions in order to contain this virus are continuing to evolve globally.

 

We anticipate that these actions and the global health crisis caused by COVID-19 will negatively impact business activity across the globe. We expect our demand to be impacted in Q2 and potentially beyond Q2 given the global reach and economic impact of the virus. For example, governmental actions or policies or other initiatives to contain the virus, could lead to reductions in our end customers’ demand under which we would expect to lose revenue. We have also recently seen some disruptions in our supply chain due to governmental restrictions. If our suppliers experience similar impacts, we may have difficulty sourcing materials necessary to fulfill customer production requirements and transporting completed products to our end customers.

 

We will continue to actively monitor the situation and may take further actions altering our business operations that we determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by federal, state, or local authorities. It is not clear what the potential effects of any such alterations or modifications may have on our business, including the effects on our customers, employees, and prospects, or on our financial results for the remainder of fiscal 2020 or future periods.

 

 

Results of Operations

 

Key elements of our Consolidated Statements of Operations, including as a percentage of revenue, are presented in the following table:

 

  

Three Months Ended

 

(In thousands)

 

March 28,

  

March 30,

 
  

2020

  

2019

 

Revenue

 $97,316   100.0% $98,091   100.0%
                 

Gross margin

  57,562   59.1   57,652   58.8 
                 

Research and development

  21,693   22.3   19,665   20.0 

Selling, general and, administrative

  22,551   23.2   20,781   21.2 

Amortization of acquired intangible assets

  2,640   2.7   3,389   3.5 
Restructuring charges  940   1.0   1,341   1.4 

Income from operations

 $9,738   10.0% $12,476   12.7%

 

Revenue by End Market

 

We sell our products globally in three primary groups of end markets: Communications and Computing, Industrial and Automotive, and Consumer. We also provide Intellectual Property licensing and services to these end markets.

 

We anticipate future revenue growth due to multiple market segment drivers, including:

Communications and computing: 5G infrastructure deployments, cloud and enterprise servers, and client computing platforms,

Industrial and automotive: industrial Internet of Things ("IoT"), factory automation, and automotive electronics,

Consumer: smart home and prosumer.

 

We also generate revenue from the licensing of our Intellectual Property ("IP"), the collection of certain royalties, patent sales, the revenue related to our participation in consortia and standard-setting activities, and services. While these activities may be associated with multiple markets, Licensing and services revenue is reported as a separate end market as it has characteristics that differ from other categories, most notably a higher gross margin.

 

The end market data below is derived from data provided to us by our distributors and end customers. With a diverse base of customers who may manufacture end products spanning multiple end markets, the assignment of revenue to a specific end market requires the use of judgment. We also recognize certain revenue for which end customers and end markets are not yet known. We assign this revenue first to a specific end market using historical and anticipated usage of the specific products, if possible, and allocate the remainder to the end markets based on either historical usage for each product family or industry application data for certain product types.

 

The following are examples of end market applications for the periods presented:

 

Communications and Computing

Industrial and Automotive

Consumer

Licensing and Services

Wireless

Security and Surveillance

Cameras

IP Royalties

Wireline

Machine Vision

Displays

Adopter Fees

Data Backhaul

Industrial Automation

Wearables

IP Licenses

Server Computing

Robotics

Televisions

Patent Sales

Client Computing

Automotive

Home Theater

 

Data Storage

Drones

 

 

 

The composition of our revenue by end market is presented in the following table:

 

  

Three Months Ended

 
  

March 28,

  

March 30,

 

(In thousands)

 

2020

  

2019

 

Industrial and Automotive

 $41,440   42.6% $36,313   37.0%

Communications and Computing

  38,452   39.5   35,553   36.2 

Consumer

  13,333   13.7   19,746   20.2 

Licensing and Services

  4,091   4.2   6,479   6.6 

Total revenue

 $97,316   100.0% $98,091   100.0%

 

 

Revenue from the Industrial and Automotive end market increased by 14% for the first quarter of fiscal 2020 compared to the first quarter of fiscal 2019 due primarily to increased demand for our products used in a broad range of industrial applications including factory automation and robotics.

 

Revenue from the Communications and Computing end market increased by 8% for the first quarter of fiscal 2020 compared to the first quarter of fiscal 2019 due to strength in the Computing end market due to the continued adoption of our products used in servers and client computing platforms.

 

Revenue from the Consumer end market decreased by 32% for the first quarter of fiscal 2020 compared to the first quarter of fiscal 2019 due primarily to the expected shift of revenue towards our other market segments coupled with overall broad market macroeconomic weakness.

 

Revenue from the Licensing and Services end market is subject to variability between periods. Revenue from the Licensing and services end market decreased by 37% for the first quarter of fiscal 2020 compared to the first quarter of fiscal 2019 primarily due to variability in HDMI royalty revenue and reduced patent and asset sales recognized in the first quarter of fiscal 2020.

 

Revenue by Geography

 

We assign revenue to geographies based on ship-to location of the end customer, where available, and based upon the location of the distributor to which the product was shipped otherwise.

 

The composition of our revenue by geography is presented in the following table:

 

  

Three Months Ended

 
  

March 28,

  

March 30,

 

(In thousands)

 

2020

  

2019

 

Asia

 $68,693   70.6% $69,011   70.4%

Europe

  12,036   12.4   12,210   12.4 

Americas

  16,587   17.0   16,870   17.2 

Total revenue

 $97,316   100.0% $98,091   100.0%

 

Revenue from End Customers

 

In the periods covered by this report, no end customer accounted for more than 10% of total revenue, and we expect to continue to sell our products to a broad base of end customers.

 

Revenue from Distributors

 

Distributors have historically accounted for a significant portion of our total revenue. Revenue attributable to our primary distributors is presented in the following table:

 

  

% of Total Revenue

 
  

Three Months Ended

 
  

March 28,

  

March 30,

 
  

2020

  

2019

 

Arrow Electronics Inc.

  25.1%  21.9%

Weikeng Group

  23.1   28.8 

All others

  29.3   28.3 

All distributors

  77.5%  79.0%

 

 

Gross Margin

 

The composition of our Gross margin, including as a percentage of revenue, is presented in the following table:

 

  

Three Months Ended

 
  

March 28,

  

March 30,

 

(In thousands)

 

2020

  

2019

 

Gross margin

 $57,562  $57,652 

Percentage of net revenue

  59.1%  58.8%

Product gross margin %

  57.4%  55.9%

Licensing and services gross margin %

  100.0%  100.0%

 

Gross margin, as a percentage of revenue, increased 30 basis points in the first quarter of fiscal 2020 compared to the first quarter of fiscal 2019. Improved margins were driven by product cost reductions and benefits derived from pricing optimization actions, offset somewhat by product mix.

 

Because of its higher margin, the licensing and services portion of our overall revenue can have a disproportionate impact on Gross margin depending on the relative mix between product revenue and licensing and services revenue.

 

 

Operating Expenses

 

Research and Development Expense

 

The composition of our Research and development expense, including as a percentage of revenue, is presented in the following table:

 

  

Three Months Ended

     
  

March 28,

  

March 30,

     

(In thousands)

 

2020

  

2019

  

% change

 

Research and development

 $21,693  $19,665   10.3%

Percentage of revenue

  22.3%  20.0%    

 

Research and development expense includes costs for compensation and benefits, stock compensation, engineering wafers, depreciation, licenses, and outside engineering services. These expenditures are for the design of new products, IP cores, processes, packaging, and software solutions. The increase in Research and development expense for the first quarter of fiscal 2020 compared to the first quarter of fiscal 2019 was due primarily to increased headcount to support the expansion of our programmable logic product portfolio and acceleration of our product cadence. We believe that a continued commitment to Research and development is essential to maintaining product leadership and providing innovative new product offerings and, therefore, we expect to continue to make significant future investments in Research and development, particularly with expanded investment in the development of software solutions.

 

Selling, General, and Administrative Expense

 

The composition of our Selling, general, and administrative expense, including as a percentage of revenue, is presented in the following table:

 

  

Three Months Ended

     
  

March 28,

  

March 30,

     

(In thousands)

 

2020

  

2019

  

% change

 

Selling, general, and administrative

 $22,551  $20,781   8.5%

Percentage of revenue

  23.2%  21.2%    

 

Selling, general, and administrative expense includes costs for compensation and benefits related to selling, general, and administrative employees, commissions, depreciation, professional and outside services, trade show, and travel expenses. The increase in Selling, general, and administrative expense for the first quarter of fiscal 2020 compared to the first quarter of fiscal 2019 was due primarily to increased expenses for stock compensation and salaries, partially offset by reduced commissions resulting from our restructuring of the global sales organization in fiscal 2019.

 

 

Amortization of Acquired Intangible Assets

 

The composition of our Amortization of acquired intangible assets, including as a percentage of revenue, is presented in the following table:

 

  

Three Months Ended

     
  

March 28,

  

March 30,

     

(In thousands)

 

2020

  

2019

  

% change

 

Amortization of acquired intangible assets

 $2,640  $3,389   (22.1)%

Percentage of revenue

  2.7%  3.5%    

 

The decrease in Amortization of acquired intangible assets for the first quarter of fiscal 2020 compared to the first quarter of fiscal 2019 is due to the end of the amortization period for the majority of our acquired intangible assets during the first quarter of fiscal 2020.

 

Restructuring Charges

 

The composition of our Restructuring charges, including as a percentage of revenue, is presented in the following table:

 

  

Three Months Ended

     
  

March 28,

  

March 30,

     

(In thousands)

 

2020

  

2019

  

% change

 

Restructuring charges

 $940  $1,341   (29.9)%

Percentage of revenue

  1.0%  1.4%    

 

Restructuring charges are comprised of expenses resulting from reductions in our worldwide workforce, consolidation of our facilities, removal of fixed assets from service, and cancellation of software contracts and engineering tools. Details of our restructuring plans and expenses incurred under them are more fully discussed in "Note 6 - Restructuring" to our Consolidated Financial Statements in Part I, Item 1 of this report.

 

The decrease in restructuring expense in the first quarter of fiscal 2020 compared to the first quarter of fiscal 2019 was driven by lower charges in the current year period, primarily for severance, compared to higher charges in the prior year period resulting from facility closure.

 

Interest Expense

 

The composition of our Interest expense, including as a percentage of revenue, is presented in the following table:

 

  

Three Months Ended

     
  

March 28,

  

March 30,

     

(In thousands)

 

2020

  

2019

  

% change

 

Interest expense

 $(1,077) $(4,987)  (78.4)%

Percentage of revenue

  (1.1)%  (5.1)%    

 

Interest expense is primarily related to our long-term debt, which is further discussed under the Credit Arrangements heading in the Liquidity and Capital Resources section, below. This interest expense is comprised of contractual interest and amortization of original issue discount and debt issuance costs based on the effective interest method.

 

The decrease in Interest expense for the first quarter of fiscal 2020 compared to the first quarter of fiscal 2019 was largely driven by the significant reduction in the effective interest rate on our long-term debt under the terms of the new Credit Agreement, coupled with the additional principal payments made in the current and previous periods. With the draw from our revolving loan facility during the first quarter of fiscal 2020, Interest expense will increase for the period that those funds remain outstanding.

 

 

Other (Expense) Income, net

 

The composition of our Other (expense) income, net, including as a percentage of revenue, is presented in the following table:

 

  

Three Months Ended

     
  

March 28,

  

March 30,

     

(In thousands)

 

2020

  

2019

  

% change

 

Other (expense) income, net

 $(50) $153   (132.7)%

Percentage of revenue

  (0.1)%  0.2%    

 

For the first quarter of fiscal 2020 compared to the first quarter of fiscal 2019, Other (expense) income, net changed primarily due to reductions in miscellaneous income and the non-recurrence of realized gains on investments with the liquidation of all of our short-term marketable securities in the first quarter of fiscal 2019.

 

Income Taxes

 

The composition of our Income tax expense is presented in the following table:

 

  

Three Months Ended

     
  

March 28,

  

March 30,

     

(In thousands)

 

2020

  

2019

  

% change

 

Income tax expense

 $444  $234   89.7%

 

Our Income tax expense is composed primarily of foreign income and withholding taxes, partially offset by benefits resulting from the release of uncertain tax positions ("UTP") due to statute of limitation expirations that occurred in the respective periods. The increase in expense in the first quarter of fiscal 2020 as compared to the first quarter of fiscal 2019 results primarily from an increase in foreign withholding taxes and UTP expense partially offset by release of uncertain tax positions due to statute of limitations expirations.

 

We are not currently paying U.S. federal income taxes and do not expect to pay such taxes until we fully utilize our tax net operating loss and credit carryforwards. We expect to pay a nominal amount of state income tax. We are paying foreign income taxes, which are primarily related to withholding taxes on income from foreign royalties, foreign sales, and the cost of operating offshore research and development, marketing, and sales subsidiaries. It is reasonably possible that during the next twelve months, we will establish a sustained level of profitability in the U.S. As a result, we may reverse a significant portion of the valuation allowance recorded against our U.S. deferred tax assets. The reversal would result in an income tax benefit for the quarterly and annual fiscal period in which we release the valuation allowance. We accrue interest and penalties related to uncertain tax positions in income tax expense on our Consolidated Statements of Operations. The inherent uncertainties related to the geographical distribution and relative level of profitability among various high and low tax jurisdictions make it difficult to estimate the impact of the global tax structure on our future effective tax rate.

 

Liquidity and Capital Resources

 

The following sections discuss material changes in our financial condition from the end of fiscal 2019, including the effects of changes in our Consolidated Balance Sheets, and the effects of our credit arrangements and contractual obligations on our liquidity and capital resources.

 

We have historically financed our operating and capital resource requirements through cash flows from operations, and from the issuance of long-term debt to fund acquisitions. Cash provided by or used in operating activities will fluctuate from period to period due to fluctuations in operating results, the timing and collection of accounts receivable, and required inventory levels, among other things.

 

We believe that our financial resources will be sufficient to meet our working capital needs through at least the next 12 months. As of March 28, 2020, we did not have significant long-term commitments for capital expenditures. In the future, we may continue to consider acquisition opportunities to further extend our product or technology portfolios and further expand our product offerings. In connection with funding capital expenditures, acquisitions, securing additional wafer supply, increasing our working capital, or other operations, we may seek to obtain equity or additional debt financing, or advance purchase payments or similar arrangements with wafer manufacturers. We may also seek to obtain equity or additional debt financing if we experience downturns or cyclical fluctuations in our business that are more severe or longer than we anticipated when determining our current working capital needs. On May 17, 2019, we entered into our Current Credit Agreement that is more fully discussed under the "Credit Arrangements" heading, below.

 

 

Cash and cash equivalents

 

(In thousands)

 

March 28, 2020

  

December 28, 2019

  

$ Change

  

% Change

 

Cash and cash equivalents

 $176,572  $118,081  $58,491   49.5%

 

As of March 28, 2020, we had Cash and cash equivalents of $176.6 million, of which approximately $83.5 million was held by our foreign subsidiaries. We manage our global cash requirements considering, among other things, (i) available funds among our subsidiaries through which we conduct business, (ii) the geographic location of our liquidity needs, and (iii) the cost to access international cash balances. The repatriation of non-US earnings may require us to withhold and pay foreign income tax on dividends. This should not result in our recording significant additional tax expense as we have accrued expense based on current withholding rates. As of March 28, 2020, we could access all cash held by our foreign subsidiaries without incurring significant additional expense.

 

The net increase in Cash and cash equivalents of $58.5 million between December 28, 2019 and March 28, 2020 was primarily driven by cash flows from the following activities:

 

Operating activities — Cash provided by operating activities results from net income adjusted for certain non-cash items and changes in assets and liabilities. Cash provided by operating activities for the first three months of fiscal 2020 was $21.1 million, a decrease of $0.7 million from the $21.8 million of cash provided by operating activities for the first three months of fiscal 2019. This decrease was driven by $4.6 million of changes in working capital, primarily due to the increase in accounts receivable partially offset by the reduction of inventory. This was substantially offset by an increase of $3.9 million provided by improved operating performance. We are using cash provided by operating activities to invest in our operations.

 

Investing activities — Investing cash flows consist primarily of transactions related to capital expenditures and payments for software licenses, and, in the prior year, short-term marketable securities. The $6.6 million of cash used by investing activities in the first three months of fiscal 2020 was an $11.4 million change from the $4.8 million provided by investing activities in the first three months of fiscal 2019 primarily due to the non-recurrence of the $9.7 million provided by our liquidation of all short-term investments in the first quarter of fiscal 2019. The total $6.6 million of cash used in the first three months of fiscal 2020 for capital expenditures and payments for software licenses was $1.8 million greater than the $4.8 million used in the first three months of fiscal 2019 due primarily to increased investments in test equipment and software enhancements.

 

Financing activities — Financing cash flows consist primarily of activity on our long-term debt, proceeds from the exercise of options to acquire common stock, and tax payments related to the net share settlement of restricted stock units. During the first three months of fiscal 2020, we drew $50.0 million on our revolving loan facility and paid a required quarterly installment of $4.4 million on our long-term debt. Payments for tax withholdings on vesting of RSUs partially offset by employee exercises of stock options used net cash flows of $1.5 million in the first three months of fiscal 2020, which is a change of approximately $13.1 million from the $11.6 million provided in the first three months of fiscal 2019.

 

Accounts receivable, net

 

(In thousands)

 

March 28, 2020

  

December 28, 2019

  

$ Change

  

% Change

 

Accounts receivable, net

 $68,643  $64,917  $3,726   5.7%

Days sales outstanding - Overall

  64   59   5     

 

Accounts receivable, net as of March 28, 2020 increased by approximately $3.7 million, or 6%, compared to December 28, 2019. This increase resulted primarily from the timing of shipments to certain customers in March 2020 compared to December 2019.

 

Inventories

 

(In thousands)

 

March 28, 2020

  

December 28, 2019

  

$ Change

  

% Change

 

Inventories

 $48,932  $54,980  $(6,048)  (11.0)%

Days of inventory on hand

  112   123   (11)    

 

Inventories as of March 28, 2020 decreased $6.0 million, or approximately 11%, compared to December 28, 2019 primarily due to our improved management of inventory levels, as well as the ramp down of mature and aging products.

 

The Days of inventory on hand ratio compares the inventory balance at the end of a quarter to the cost of sales in that quarter. Our Days of inventory on hand decreased to 112 days at March 28, 2020 from 123 days at December 28, 2019. This decrease resulted from improved inventory management.

 

 

Credit Arrangements

 

On May 17, 2019, we entered into our Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and other lenders. The details of this new arrangement are more fully described in "Note 5 - Long-Term Debt" in the accompanying Notes to Consolidated Financial Statements.

 

As of March 28, 2020, we had no significant long-term purchase commitments for capital expenditures or existing used or unused credit arrangements beyond the secured revolving loan facility described above.

 

Share Repurchase Program

 

On March 24, 2020, we announced that our Board of Directors had approved a stock repurchase program pursuant to which up to $40.0 million of outstanding common stock may be repurchased from time to time. The duration of the repurchase program is twelve months. No shares have been repurchased under this program during the quarter ended March 28, 2020. We expect that all future repurchases will be open market transactions funded from available working capital. In the current environment, we expect to be more conservative on potential buyback activity as we focus on preserving capital and continue to invest in our business.

 

Contractual Cash Obligations

 

There have been no material changes to our contractual cash obligations outside of the ordinary course of business in the first three months of fiscal 2020, as summarized in Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for the year ended December 28, 2019.

 

Off-Balance Sheet Arrangements

 

As of March 28, 2020, we did not have any off-balance sheet arrangements of the type described by Item 303(a)(4) of SEC Regulation S-K.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates. We assess these risks on a regular basis and have established policies that are designed to protect against the adverse effects of these and other potential exposures.

 

Foreign Currency Exchange Rate Risk

 

There have been no material changes to the foreign currency exchange rate risk previously disclosed in Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," of our Annual Report on Form 10-K for the fiscal year ended December 28, 2019.

 

Interest Rate Risk

 

We are exposed to interest rate risk related to our indebtedness. At March 28, 2020, we had $193.8 million outstanding under our Credit Agreement. A hypothetical increase in the one-month LIBOR by 1% (100 basis points) would increase our future interest expense by approximately $0.5 million per quarter.

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

In connection with the filing of this Form 10-Q, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls were effective as of the end of the period covered by this report.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that occurred during the first quarter of fiscal 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations on Effectiveness of Controls

 

We do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

 

PART II. OTHER INFORMATION


 

ITEM 1. LEGAL PROCEEDINGS

 

The information set forth above under "Note 11 - Contingencies - Legal Matters" contained in the Notes to Consolidated Financial Statements is incorporated herein by reference.

 

ITEM 1A. Risk Factors

 

The risks described in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019 ("2019 10-K") could materially and adversely affect our business, financial condition, and results of operations, and the trading price of our common stock could decline. The additional risk factor described below supplements the risk factors described in our 2019 10-K based on information currently known to us and recent developments since the filing date of that report. The matters discussed below should be read in conjunction with the risk factors set forth in the 2019 10-K.

 

The risks described in this report and in our 2019 10-K are not the only risks facing our company. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results, particularly in light of the rapidly changing nature of the COVID-19 pandemic, containment measures, and the related impacts to economic and operating conditions. These factors, together with all of the other information in this Quarterly Report on Form 10-Q, including our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, should be carefully considered before making an investment decision relating to our common stock.

 

The COVID-19 pandemic could adversely affect our business in a material way.

 

COVID-19 has spread internationally and been declared a pandemic, affecting the populations of the United States as well as many countries around the world. The outbreak has resulted in significant governmental measures being implemented to control the spread of COVID-19, including, among others, restrictions on travel, manufacturing and the movement of employees in many regions of the world, and the imposition of remote or work-from-home mandates in many of our offices, including in the United States, the Philippines and, for a time, China. The majority of our products are manufactured, assembled, and tested by third parties in Asia. In addition, we rely on third party vendors for certain logistics and shipping operations throughout the world, including in Malaysia, Singapore, South Korea, Japan, and Taiwan. We also have other operations in China, the Philippines, and the United States. If the remote or work-from-home conditions in any of our offices continues for an extended period of time, we may experience delays in product development, a decreased ability to support our customers, reduced design win activity, and overall lack of productivity. Pandemics and epidemics such as the current COVID-19 outbreak or other widespread public health problems could negatively impact our business. If, for example, COVID-19 continues to progress in ways that significantly disrupt the manufacture, shipment and buying patterns of our products or the products of our customers, this may materially negatively impact our operating results for the current period and subsequent periods, including revenue, gross margins, operating margins, cash flows and other operating results and our overall business. Our customers may also experience closures of their manufacturing facilities or inability to obtain other components, either of which could negatively impact demand for our solutions. COVID-19 has negatively impacted the overall economy and, as a result of the foregoing, will likely negatively impact our operating results for the current fiscal year and may do so in a material way. In particular, COVID-19 may increase or change the severity of our other risks reported in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019, including that:

 

Our subcontractor suppliers who manufacture silicon wafers, packaging and testing to deliver our semiconductor products may be unable to meet delivery expectations to meet customer demand;

Our distributors and customers may experience adverse performance and any reduction in the use of our products by our end customers could harm our sales and significantly decrease our revenue;

The semiconductor industry could experience a cyclical downturn, which could cause a meaningful reduction in demand for our products and adversely affect our operating results;

Countries may adopt tariffs and trade sanctions or similar actions;

We may be delayed in our development and introduction of new products that achieve customer and market acceptance;

Our operations may be disrupted if employees are unavailable due to illness, risk of illness, travel restrictions, or other factors that may limit our access to key personnel or critical skills;

Shortages in or increased costs for silicon wafers, packaging materials, testing and shipping could adversely impact our gross margin and lead to reduced revenue;

We may experience difficulty in maintaining the uninterrupted operation of our information technology systems, or be exposed to increased risk of a cyber-security incident or fraud, due to an increased reliance on remote work;

We may incur impairments of goodwill and otherwise as required under U.S. GAAP;

Our outstanding indebtedness could reduce our strategic flexibility and liquidity and may have other adverse effects on our results of operations.

 

 

The impact of COVID-19 may exacerbate the risk factors listed above and in our Annual Report on Form 10-K, or cause them to change in importance. Developments related to the pandemic have been rapidly changing, and additional impacts and risks may arise that we are not aware of or able to appropriately respond to currently. As of the filing of this Quarterly Report, the extent to which the coronavirus will affect our business is highly uncertain and dependent on future developments that are inherently unpredictable, which makes forecasting demand and providing guidance especially difficult. Accordingly, our expectations are subject to change without warning and investors are cautioned not to place undue reliance on them.

 

 

ITEM 6. EXHIBITS

 

Exhibit Number

 

Description

 

 

 

31.1

 

Certification of Chief Executive Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification of Chief Financial Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.INS 

 

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

 

 

 

101.SCH 

 

XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

   
104 Cover Page Interactive Data File - formatted in Inline XBRL and included in Exhibit 101

 

 

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 thereunto duly authorized.

 

 

LATTICE SEMICONDUCTOR CORPORATION

 

(Registrant)

 

 

 

/s/ Sherri Luther

 

Sherri Luther

 

Chief Financial Officer

 

(Duly Authorized Officer and Principal Financial and Accounting Officer)

 

Date: April 30, 2020

 

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