10-Q 1 a2014q210q.htm 10-Q 2014 Q2 10Q
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED June 28, 2014
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 N.E. Moore Court, Hillsboro, Oregon
 
97124-6421
(Address of principal executive offices)
 
(Zip Code)
(503) 268-8000
(Registrant's telephone number, including area code)
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 [X] No [  ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period as the registrant was required to submit and post such files).   Yes [X] No  [  ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): 
 
Large accelerated filer[  ]
Accelerated filer [X]
 
 
 
 
 
 
Non-accelerated filer [  ]
Smaller reporting company [  ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  [  ] No [X]
Number of shares of common stock outstanding as of August 1, 2014                  118,555,476
 
 
 
 
 



LATTICE SEMICONDUCTOR CORPORATION
INDEX

 
PART I. FINANCIAL INFORMATION
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
PART II. OTHER INFORMATION
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 


2


Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “may,” “will,” “should,” “continue,” “ongoing,” “future,” “potential” and similar words or phrases to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements about: our strategies and beliefs regarding the markets we serve or may serve; growth opportunities and growth in markets we may serve; a significant portion of our revenue being through our sell-through distributors; the impact of our global tax structure and expectations regarding taxes and tax adjustments; our expectations that a significant portion of our revenue will continue to be dependent on the Consumer, Communications and Industrial end markets; the Asia market being the primary source of our revenue; our expectations regarding gross margin; our expectations regarding customer preferences and product use; our future product development and marketing plans; our ability to maintain or develop successful foundry relationships to produce new products; our expectations regarding amortization of intangible assets; our expectations regarding our stock repurchase program; the anticipation that revenue from mature products will decline; the adequacy of assembly and test capacity commitments; our expectations regarding settlement and dismissal of our pending intellectual property litigation; our making significant future investments in research and development; our beliefs concerning the adequacy of our liquidity and facilities, the possibility that we may obtain financing, and our ability to meet our operating and capital requirements and obligations.

Forward-looking statements involve estimates, assumptions, risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. The key factors that could cause our actual results to differ materially from the forward-looking statements include global economic conditions and uncertainty, the concentration of our sales in the Consumer and Communications end market, particularly as it relates to the concentration of our sales in the Asia Pacific region, market acceptance and demand for our new products, any disruption of our distribution channels, unexpected charges, delays or results relating to our restructuring plans, the effect of the downturn in the economy on capital markets and credit markets, the impact of competitive products and pricing, unanticipated taxation requirements, or positions of the U.S. Internal Revenue Service, unexpected impacts of recent accounting guidance and the other risks that are described herein and 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 “Risk Factors” in Item 1A of Part II of this Report. You should not unduly rely on forward-looking statements because our actual results could differ materially from those expressed in any forward-looking statements made by us. In addition, any forward-looking statement applies only as of the date on which it is made. We do not plan to, and undertake no obligation to, update any forward-looking statements to reflect events or circumstances that occur after the date on which such statements are made or to reflect the occurrence of unanticipated events.

3


PART I. FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS

LATTICE SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
June 28,
2014
 
June 29,
2013
 
June 28,
2014
 
June 29,
2013
Revenue
$
99,320

 
$
84,694

 
$
195,957

 
$
155,852

Costs and expenses:
 
 
 
 
 
 
 
Cost of products sold
44,345

 
39,584

 
86,844

 
72,587

Research and development
22,302

 
20,267

 
43,541

 
38,381

Selling, general and administrative
18,832

 
17,072

 
37,581

 
33,570

Amortization of intangible assets
737

 
737

 
1,474

 
1,486

Restructuring charges
3

 
19

 
14

 
172


86,219

 
77,679

 
169,454

 
146,196

Income from operations
13,101

 
7,015

 
26,503

 
9,656

Other income (expense), net
906

 
(54
)
 
1,215

 
(106
)
Income before income taxes
14,007

 
6,961

 
27,718

 
9,550

Provision for income taxes
2,236

 
1,921

 
3,963

 
2,620

Net income
$
11,771

 
$
5,040

 
$
23,755

 
$
6,930

 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
Basic
$
0.10

 
$
0.04

 
$
0.20

 
$
0.06

Diluted
$
0.10

 
$
0.04

 
$
0.20

 
$
0.06

 
 
 
 
 
 
 
 
Shares used in per share calculations:
 
 
 
 
 
 
 
Basic
117,904

 
115,733

 
117,170

 
115,562

Diluted
120,944

 
117,109

 
120,041

 
116,935



See Accompanying Notes to Unaudited Consolidated Financial Statements.



4


LATTICE SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, except per share data)
(unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
June 28,
2014
 
June 29,
2013
 
June 28, 2014
 
June 29, 2013
Comprehensive income:
 
 
 
 
 
 
 
Net income
$
11,771

 
$
5,040

 
$
23,755

 
$
6,930

Other comprehensive income:
 
 
 
 
 
 
 
Unrealized loss related to marketable securities, net
(19
)
 
(84
)
 
(70
)
 
(232
)
Realized gain on sale of auction rate securities, previously unrealized, net of tax
(1,147
)
 

 
(1,147
)
 

Less: reclassification adjustment for losses included in other income (expense), net
108

 
229

 
99

 
302

    Translation adjustment
914

 
(265
)
 
738

 
(430
)
Comprehensive income
$
11,627

 
$
4,920

 
$
23,375

 
$
6,570



See Accompanying Notes to Unaudited Consolidated Financial Statements.



5



LATTICE SEMICONDUCTOR CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and par value data)
(unaudited)
 
 
June 28,
2014
 
December 28,
2013
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
137,976

 
$
114,310

Short-term marketable securities
109,061

 
101,505

Accounts receivable, net
66,289

 
50,085

Inventories
59,270

 
46,222

Prepaid expenses and other current assets
13,857

 
13,679

Total current assets
386,453

 
325,801

Property and equipment, less accumulated depreciation
41,132

 
41,719

Long-term marketable securities

 
5,241

Other long-term assets
8,921

 
6,120

Intangible assets, net of amortization
11,011

 
12,484

Goodwill
44,808

 
44,808

Deferred income taxes
9,325

 
11,703

Total assets
$
501,650

 
$
447,876

Liabilities and Stockholders' Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued expenses
$
37,774

 
$
37,454

Accrued payroll obligations
10,500

 
13,659

Deferred income and allowances on sales to sell-through distributors
23,631

 
7,495

Total current liabilities
71,905

 
58,608

Long-term liabilities
7,195

 
3,588

Total liabilities
79,100

 
62,196

Commitments and contingencies


 


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, 118,364,668 and 115,671,000 shares issued and outstanding
1,184

 
1,157

Paid-in capital
640,329

 
626,861

Accumulated other comprehensive loss
(525
)
 
(145
)
Accumulated deficit
(218,438
)
 
(242,193
)
Total stockholders' equity
422,550

 
385,680

Total liabilities and stockholders' equity
$
501,650

 
$
447,876

See Accompanying Notes to Unaudited Consolidated Financial Statements.


6


LATTICE SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
 
 
Six Months Ended
 
June 28,
2014
 
June 29,
2013
Cash flows from operating activities:
 
 
 
Net Income
$
23,755

 
$
6,930

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
11,633

 
9,962

Change in deferred income tax provision
2,824

 
2,108

Gain on sale of auction rate securities
(1,698
)
 

Stock-based compensation
6,410

 
4,423

Changes in assets and liabilities:
 
 
 
Accounts receivable, net
(16,204
)
 
(16,658
)
Inventories
(13,048
)
 
(5,460
)
Prepaid expenses and other current assets
(1,632
)
 
(2,054
)
Accounts payable and accrued expenses
(962
)
 
(4,726
)
Accrued payroll obligations
(3,159
)
 
3,045

Deferred income and allowances on sales to sell-through distributors
16,136

 
3,337

Net cash provided by operating activities
24,055

 
907

Cash flows from investing activities:
 
 
 
Proceeds from sales or maturities of short-term marketable securities
45,836

 
36,196

Proceeds from sales of auction rate securities
5,488

 

Purchase of marketable securities
(53,366
)
 
(46,209
)
Capital expenditures
(4,875
)
 
(6,837
)
Other investing activities, primarily time based software licenses
(1,359
)
 
(1,519
)
Net cash used in investing activities
(8,276
)
 
(18,369
)
Cash flows from financing activities:
 
 
 
Net share settlement upon issuance of RSUs
(2,334
)
 
(431
)
Purchase of treasury stock

 
(2,452
)
Net proceeds from issuance of common stock
9,419

 
1,515

Net cash provided by (used in) financing activities
7,085

 
(1,368
)
Effect of exchange rate change on cash
802

 
(430
)
Net increase (decrease) in cash and cash equivalents
23,666

 
(19,260
)
Beginning cash and cash equivalents
114,310

 
118,536

Ending cash and cash equivalents
$
137,976

 
$
99,276

Supplemental cash flow information:
 
 
 
Unrealized loss related to marketable securities, net, included in Accumulated other comprehensive income
$
29

 
$
70

Income taxes paid, net of refunds
$
798

 
$
956

Increase in fixed assets related to asset retirement obligations
$
249

 
$

Accrued purchases of plant and equipment
$
58

 
$
(528
)
See Accompanying Notes to Unaudited Consolidated Financial Statements.


7


LATTICE SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 - Basis of Presentation and Significant Accounting Policies:

The accompanying Consolidated Financial Statements are unaudited and have been prepared by Lattice Semiconductor Corporation (“Lattice,” the “Company,” “we,” “us,” or “our”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in our opinion include all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of results for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. 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 fiscal year ended December 28, 2013.

We report based on a 52 or 53-week fiscal year ending on the Saturday closest to December 31. Our second quarter of fiscal 2014 and second quarter of fiscal 2013 ended on June 28, 2014 and June 29, 2013, respectively. All references to quarterly, three or six months ended financial results are references to the results for the relevant fiscal period.

Principles of Consolidation

The accompanying Consolidated Financial Statements include the accounts of Lattice and its subsidiaries, all of which are wholly-owned, after the elimination of all intercompany balances and transactions. Certain balances in prior fiscal years have been reclassified to conform to the presentation adopted in the current year.

Cash Equivalents and Marketable Securities

We consider all investments that are readily convertible into cash and have original maturities of three months or less, to be cash equivalents. Cash equivalents consist primarily of highly liquid investments in time deposits or money market accounts and are carried at cost. We account for marketable securities as available for sale with unrealized gains or losses recorded to Accumulated other comprehensive loss, unless losses are considered other-than-temporary, in which case, losses are charged to the Consolidated Statements of Operations.

Fair Value of Financial Instruments

We invest in various financial instruments including corporate and government bonds, notes, commercial paper and auction rate securities. The Company values these instruments at their fair value and monitors their portfolio for impairment on a periodic basis. In the event that the carrying value of an investment exceeds its fair value and the decline in value is determined to be other than temporary, the Company records an impairment charge and establishes a new carrying value. We assess other-than-temporary impairment of marketable securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements.” The framework under the provisions of ASC 820 establishes three levels of inputs that may be used to measure fair value. Each level of input has different levels of subjectivity and difficulty involved in determining fair value.

Foreign Exchange and Translation of Foreign Currencies

We have international subsidiary and branch operations. In addition, a portion of our silicon wafer and other purchases are denominated in Japanese yen, we bill certain Japanese customers in yen and collect a Japanese consumption tax refund in yen. Gains or losses from foreign exchange rate fluctuations on balances denominated in foreign currencies are reflected in Other income (expense), net. Realized and unrealized gains or losses on foreign currency transactions were not significant for the periods presented. We translate accounts denominated in foreign currencies in accordance with ASC 830, “Foreign Currency Matters,” using the current rate method under which asset and liability accounts are translated at the current rate, while stockholders' equity accounts are translated at the appropriate historical rates, and revenue and expense accounts are translated at average monthly exchange rates. Translation adjustments related to the consolidation of foreign subsidiary financial statements are reflected in Accumulated other comprehensive loss in Stockholders' equity.


8


Derivative Financial Instruments

At June 28, 2014 and December 28, 2013, we had open foreign exchange contracts of 405,000,000 JPY and 240,000,000 JPY, respectively. Two contracts outstanding at June 28, 2014 settled in July 2014; and three contracts will settle in June 2015. One contract outstanding at December 28, 2013 settled in January 2014 and a second contract settled in June 2014. Although such hedges mitigate our foreign currency exchange rate exposure from an economic perspective, they were not designated as "effective" hedges for accounting purposes and are adjusted to fair value through earnings, with an impact of less than $0.1 million for the periods reported. We do not hold or issue derivative financial instruments for trading or speculative purposes.

Concentration Risk

Potential exposure to concentration risk consists primarily of cash and cash equivalents, marketable securities, trade receivables and supply of wafers for our new products.

Our top five end customers constituted approximately 47% of our revenue for the second quarter of fiscal 2014, compared to approximately 46% for the second quarter of fiscal 2013. Our top five end customers constituted approximately 49% of our revenue for the first six months of fiscal 2014, compared to approximately 43% for the first six months of fiscal 2013.

Our two largest end customers accounted for approximately 20% and 14% of total revenue, respectively, in the second quarter of fiscal 2014 and 21% and 14% of total revenue, respectively, in the first six months of fiscal 2014. No other customer accounted for more than 10%. Our two largest end customers accounted for approximately 24% and 9% of total revenue, respectively, in the second quarter of fiscal 2013 and 21% and 8% of total revenue, respectively, in the first six months of fiscal 2013.

We place our investments primarily through three financial institutions and mitigate the concentration of credit risk by limiting the maximum portion of the investment portfolio which may be invested in any one instrument. Our investment policy defines approved credit ratings for investment securities. Investments on-hand consisted primarily of money market instruments, “AA” or better corporate notes and bonds and commercial paper, and U.S. government agency obligations. See Note 5 for a discussion of the liquidity attributes of our marketable securities.

Concentration of credit risk with respect to trade receivables is mitigated by a diverse customer base and our credit and collection process. Accounts receivable do not bear interest, and are shown net of allowances for doubtful accounts of $0.9 million and $0.9 million at June 28, 2014 and December 28, 2013, respectively. We perform credit evaluations for essentially all customers and secure transactions with letters of credit or advance payments where appropriate. We regularly review our allowance for doubtful accounts and the aging of our accounts receivable. Write-offs for uncollected trade receivables have not been significant to date.

We rely on a limited number of foundries for our wafer purchases including: Fujitsu Limited, Seiko Epson Corporation, Taiwan Semiconductor Manufacturing Company, Ltd, United Microelectronics Corporation, and GLOBALFOUNDRIES.

Revenue Recognition and Deferred Income
    
We sell our products directly to end customers or through a network of independent manufacturers' representatives and indirectly through a network of independent sell-in and sell-through distributors. Distributors provide periodic data regarding the product, price, quantity, and end customer when products are resold, as well as the quantities of our products they still have in stock.

Revenue from sales to original equipment manufacturers ("OEMs") or sell-in distributors is recognized upon shipment. Revenue from sales by our sell-through distributors is recognized at the time of reported resale. Under both types of revenue recognition, persuasive evidence of an arrangement exists, the price is fixed or determinable, title has transferred, collection of resulting receivables is reasonably assured, and there are no remaining customer acceptance requirements and no remaining significant performance obligations.

Orders from our sell-through distributors are initially recorded at published list prices; however, for a majority of our sales, the final selling price is determined at the time of resale and in accordance with a distributor price agreement. In certain circumstances, we allow sell-through distributors to return unsold products. At times, we protect our sell-through distributors against reductions in published list prices. For these reasons, we do not recognize revenue until products are resold by sell-through distributors to an end customer.


9


For sell-through distributors, at the time of shipment to distributors, we (a) record Accounts receivable at published list price since there is a legally enforceable obligation from the distributor to pay us currently for product delivered, (b) relieve inventory for the carrying value of goods shipped since legal title has passed to the distributor, and (c) record deferred revenue and deferred cost of sales in Deferred income and allowances on sales to sell-through distributors in the liability section of our Consolidated Balance Sheets. The final price is set at the time of resale and is determined in accordance with a distributor price agreement. Revenue and cost of products sold to sell-through distributors are deferred until either the product is resold by the distributor or, in certain cases, return privileges terminate, at which time Revenue and Cost of products sold are reflected in Net income, and Accounts receivable are adjusted to reflect the final selling price.

The components of Deferred income and allowances on sales to sell-through distributors are presented in the following table (in thousands):
 
 
June 28,
2014
 
December 28,
2013
Inventory valued at published list price and held by sell-through distributors with right of return
 
$
62,070

 
$
36,056

Allowance for distributor advances
 
(31,220
)
 
(24,090
)
Deferred cost of sales related to inventory held by sell-through distributors
 
(7,219
)
 
(4,471
)
Total Deferred income and allowances on sales to sell-through distributors
 
$
23,631

 
$
7,495


A significant portion of our year-to-date revenue in fiscal 2014 has been from sell-through distributors. Resale of products by sell-through distributors as a percentage of total revenue was 42% and 40% for the three and six months ended June 28, 2014, respectively, and 44% and 46% for the three and six months ended June 29, 2013, respectively.

We must use estimates and apply judgment to reconcile sell-through distributors' reported inventories to their activities. Errors in our estimates or judgments could result in inaccurate reporting of our Revenue, Cost of products sold, Deferred income and allowances on sales to sell-through distributors, and Net Income.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets, such as marketable securities, accounts receivable, inventory, auction rate securities, goodwill (including the assessment of reporting unit), intangible assets, current and deferred income taxes, accrued liabilities (including restructuring charges and bonus arrangements), deferred income and allowances on sales to sell-through distributors, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the fiscal periods presented. Actual results could differ from those estimates.

Note 2 - New Accounting Pronouncements:

On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard will become effective for us on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method and we have not determined the effect of the standard on our ongoing financial reporting.

Note 3 - Net Income Per Share:

We compute basic net income per share by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. To determine diluted share count, we apply the treasury stock method to determine the dilutive effect of outstanding stock option shares, restricted stock units ("RSUs"), and Employee Stock Purchase Plan ("ESPP") shares. Our application of the treasury stock method includes, as assumed proceeds, the average unamortized stock-based compensation expense for the period and the impact of the pro forma deferred tax benefit or cost associated with stock-based compensation expense.


10


A reconciliation of basic and diluted Net income per share is presented below (in thousands, except per share data):

 
Three Months Ended
 
Six Months Ended
 
June 28,
2014
 
June 29,
2013
 
June 28,
2014
 
June 29,
2013
Basic and diluted Net income
$
11,771

 
$
5,040

 
$
23,755

 
$
6,930

Shares used in basic Net income per share
117,904

 
115,733

 
117,170

 
115,562

Dilutive effect of stock options, RSUs and ESPP shares
3,040

 
1,376

 
2,871

 
1,373

Shares used in diluted Net income per share
120,944

 
117,109

 
120,041

 
116,935

Basic Net income per share
$
0.10

 
$
0.04

 
$
0.20

 
$
0.06

Diluted Net income per share
$
0.10

 
$
0.04

 
$
0.20

 
$
0.06


The computation of diluted Net income per share for the three months ended June 28, 2014 and June 29, 2013, respectively, includes the effects of stock options, RSUs and ESPP shares aggregating approximately 3.0 million and 1.4 million, respectively, as they are dilutive, and excludes the effects of stock options, RSUs and ESPP shares aggregating approximately 1.7 million and 9.6 million, respectively, as they are antidilutive. The computation of diluted Net income per share for the six months ended June 28, 2014 and June 29, 2013, respectively, includes the effects of stock options, RSUs and ESPP shares aggregating approximately 2.9 million and 1.4 million, respectively, as they are dilutive, and excludes the effects of stock options, RSUs and ESPP shares aggregating approximately 2.3 million and 8.2 million, respectively, as they are antidilutive. Stock options, RSUs and ESPP shares are considered antidilutive when the aggregate of exercise price, unrecognized stock-based compensation expense and excess tax benefit are greater than the average market price for our common stock during the period or when the Company is in a net loss position, as the effects would reduce the loss per share. Stock options, RSUs and ESPP shares that are antidilutive at June 28, 2014 could become dilutive in the future.

Note 4 - Marketable Securities:

The following table summarizes the contractual maturities of our marketable securities (at fair value and in thousands): 
 
June 28,
2014
 
December 28,
2013
Short-term marketable securities:
 
 
 
Maturities of less than five years
$
109,061

 
$
101,505

Long-term marketable securities:
 
 
 
Maturities of more than ten years

 
5,241

Total marketable securities
$
109,061

 
$
106,746


The following table summarizes the composition of our marketable securities (at fair value and in thousands): 
 
June 28,
2014
 
December 28,
2013
Short-term marketable securities:
 
 
 
Corporate and government bonds and notes and commercial paper
$
109,061

 
$
101,505

Long-term marketable securities:
 
 
 
Federally-insured or FFELP guaranteed student loans

 
5,241

Total marketable securities
$
109,061

 
$
106,746



11


The following table summarizes the composition of our auction rate securities (in thousands):
 
June 28, 2014
 
December 28, 2013
 
Par Value
 
Fair Value
 
S&P
 Credit
 rating
 
Par Value
 
Fair Value
 
S&P
 Credit
 rating
Long-term marketable securities:
 
 
 
 
 
 
 
 
 
 
 
Federally-insured or FFELP guaranteed student loans
$

 
$

 

 
$
5,700

 
$
5,241

 
AA+
Total auction rate securities
$

 
$

 
 
 
$
5,700

 
$
5,241

 
 

On June 19, 2014, we sold our remaining auction rate securities, with a par value of $5.7 million and an estimated fair value of $5.2 million, for $5.5 million. As a result, we reported a gain of $1.7 million in the Consolidated Statement of Operations and relieved $1.1 million of previously unrealized gain, net of taxes, from Accumulated other comprehensive loss in the second quarter of fiscal 2014.

Note 5 - Fair Value of Financial Instruments (in thousands):

 
Fair value measurements as of
June 28, 2014
 
Fair value measurements as of
 December 28, 2013
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
Short-term marketable securities
$
109,061

 
$
109,061

 
$

 
$

 
$
101,505

 
$
101,505

 
$

 
$

Long-term marketable securities

 

 

 

 
5,241

 

 

 
5,241

Foreign currency forward exchange contracts
(50
)
 

 
(50
)
 

 
48

 

 
48

 

Total fair value of financial instruments
$
109,011

 
$
109,061

 
$
(50
)
 
$

 
$
106,794

 
$
101,505

 
$
48

 
$
5,241


We invest in various financial instruments including corporate and government bonds and notes, and commercial paper. In the past we have also invested in auction rate securities. In addition, we enter into foreign currency forward exchange contracts to mitigate our foreign currency exchange rate exposure. We carry these instruments at their fair value in accordance with ASC 820. The framework under the provisions of ASC 820 establishes three levels of inputs that may be used to measure fair value. Each level of input has different levels of subjectivity and difficulty involved in determining fair value.

Level 1 instruments generally represent quoted prices for identical assets or liabilities in active markets. Therefore, determining fair value for Level 1 instruments generally does not require significant management judgment, and the estimation is not difficult. Our Level 1 instruments consist of federal agency, corporate notes and bonds, and commercial paper that are traded in active markets and are classified as Short-term marketable securities on our Consolidated Balance Sheets.

Level 2 instruments include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices for identical instruments in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 instruments include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Our auction rate securities were classified as Level 3 instruments. Management used a combination of the market and income approach to derive the fair value of auction rate securities, which included third party valuation results, investment broker provided market information and available information on the credit quality of the underlying collateral. As a result, the determination of fair value for Level 3 instruments requires significant management judgment and subjectivity.

There were no transfers between Levels 1 and 2 during the first six months of fiscal 2014 or 2013. During the first six months of fiscal 2014 we sold our Level 3 instruments, which consisted entirely of auction rate securities. There were no transfers into or out of Level 3 during the first six months of fiscal 2013.


12


During the six months ended June 28, 2014 and June 29, 2013, the following changes occurred in our Level 3 instruments (in thousands):

 
Six Months Ended
 
June 28,
2014
 
June 29,
2013
Beginning fair value of Long-term marketable securities
$
5,241

 
$
4,717

Fair value of securities sold
(5,488
)
 

Realized gain from increase in fair value
247

 

Ending fair value of Long-term marketable securities
$

 
$
4,717


In accordance with ASC 320, “Investments-Debt and Equity Securities,” we recorded an unrealized loss of less than $0.1 million during each of the six months ended June 28, 2014 and June 29, 2013 on certain Short-term marketable securities (Level 1 instruments), which has been recorded in Accumulated other comprehensive loss. Future fluctuations in fair value related to these instruments that the Company deems to be temporary, including any recoveries of previous write-downs, would be recorded to Accumulated other comprehensive loss. If we were to determine in the future that any further decline in fair value is other-than-temporary, we would record an impairment charge, which could have a materially detrimental impact on our operating results. If we were to liquidate our position in these securities, it is likely that the amount of any future realized gain or loss would be different from the unrealized gain or loss reported in Accumulated other comprehensive loss or the previously reported other-than-temporary impairment charge.

Note 6 - Inventories (in thousands):

 
June 28,
2014
 
December 28,
2013
Work in progress
$
45,026

 
$
32,111

Finished goods
14,244

 
14,111

Total inventories
$
59,270

 
$
46,222


Note 7 - Business Combinations and Goodwill:

In December 2011, we acquired SiliconBlue Technologies Ltd. ("SiliconBlue") for $63.2 million in cash. Of the total purchase price, $43.9 million was allocated to goodwill, $18.5 million was allocated to intangible assets, and the remaining to net tangible assets acquired. In July 2011, we acquired substantially all of the assets of Rise Technology Development Limited, for $1.0 million in cash. Of the purchase price, $0.9 million was allocated to goodwill and the remaining to net tangible assets acquired. No impairment charges relating to goodwill or intangible assets were recorded for the first six months of 2014 or 2013.

Note 8 - Intangible Assets and Acquisition Related Charges:

In connection with our acquisition of SiliconBlue in December 2011, we recorded identifiable intangible assets related to developed technology and customer relationships based on guidance for determining fair value under the provisions of ASC 820. The following table summarizes the details of our total purchased intangible assets (in thousands):

 
 
Weighted Average Amortization Period
 (in years)
 
Gross
 
Accumulated Amortization
 
Intangible assets, net of amortization June 28, 2014
Developed technology
 
7
 
$
10,700

 
$
(3,885
)
 
$
6,815

Customer relationships
 
5.5
 
7,800

 
(3,604
)
 
4,196

Total
 
6.3
 
$
18,500

 
$
(7,489
)
 
$
11,011


Amortization expense associated with these intangible assets is reported as Amortization of intangible assets in the Consolidated Statements of Operations and amounted to $0.7 million in each of the second quarters of fiscal years 2014 and

13


2013 and $1.5 million in each of the first six months of fiscal years 2014 and 2013. We expect amortization expense related to these intangible assets to approximate $2.9 million each year in fiscal years 2014 - 2016, $2.2 million in 2017, and $1.5 million in 2018.

Note 9 - Changes in Stockholders' Equity and Accumulated Other Comprehensive Loss (in thousands):

 
Common
stock
 
Paid-in
 capital
 
Accumulated
deficit
 
Accumulated
other
comprehensive
loss
 
Total
Balances, December 28, 2013
$
1,157

 
$
626,861

 
$
(242,193
)
 
$
(145
)
 
$
385,680

Net Income for the six months ended June 28, 2014

 

 
23,755

 

 
23,755

Unrealized loss related to marketable securities, net

 

 

 
(70
)
 
(70
)
Realized gain on sale of auction rate securities, previously unrealized, net of tax

 

 

 
(1,147
)
 
(1,147
)
Recognized loss on redemption of marketable securities, previously unrealized

 

 

 
99

 
99

Translation adjustments

 

 

 
738

 
738

Common stock issued in connection with the exercise of stock options, ESPP and vested RSUs (net of taxes)
27

 
7,058

 

 

 
7,085

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

 
6,410

 

 

 
6,410

Balances, June 28, 2014
$
1,184

 
$
640,329

 
$
(218,438
)
 
$
(525
)
 
$
422,550


On February 27, 2013, our Board of Directors approved a stock repurchase program pursuant to which up to $20.0 million of outstanding common stock could be repurchased from time to time. The duration of the repurchase program was twelve months. During fiscal 2013, approximately 0.8 million shares were repurchased for $3.7 million. The 2013 program expired during the three months ended March 29, 2014. No shares were repurchased during those three months.

On March 3, 2014, our Board of Directors approved a stock repurchase program pursuant to which up to $20.0 million of outstanding common stock may be repurchased from time to time. The duration of the repurchase program is twelve months. No shares were repurchased under this program during the three or six months ended June 28, 2014. We expect that all future repurchases will be open market transactions funded from available working capital.

Note 10 - Income Taxes:

For the three months ended June 28, 2014 and June 29, 2013, we recorded an income tax provision of approximately $2.2 million and $1.9 million, respectively. For the six months ended June 28, 2014 and June 29, 2013, we recorded an income tax provision of approximately $4.0 million and $2.6 million, respectively. The income tax provision for the three and six months ended June 28, 2014 represents tax at the federal, state and foreign statutory tax rates adjusted for non-deductible stock compensation, withholding taxes, changes in uncertain tax positions as well as other non-deductible items in the U.S. and foreign jurisdictions. The difference between the U.S. federal statutory tax rate of 35% and our effective tax rate is primarily due to income earned in lower tax rate jurisdictions, for which no U.S. income tax has been provided, as we intend to permanently reinvest these earnings outside of the United States.

We are subject to federal income tax as well as income tax of multiple state and foreign jurisdictions. We are no longer subject to federal, state and local, or foreign income tax examinations for years before 2010, 2009 and 2007, respectively. However, net operating loss ("NOL") and credit carryforwards from all years are subject to examination and adjustments for at least three years following the year in which the attributes are used.

Our federal and French income tax returns are currently under examination for 2011 and 2012. We are not under examination in any other jurisdictions.

We believe that it is reasonably possible that $4.0 million of unrecognized tax benefits and less than $0.1 million of associated interest and penalties could be recognized during the next twelve months. The $4.1 million potential change would represent a decrease in unrecognized tax benefits, comprised of items related to filings for years that will no longer be subject

14


to examination under expiring statutes of limitations and adjustments to federal credit carryforwards as a result of an ongoing tax return examination.

We have federal NOL carryforwards that expire at various dates between 2023 and 2032. We have state net operating loss carryforwards that expire at various dates from 2014 through 2032. We also have federal and state credit carryforwards, some not expiring and others expiring at various dates from 2014 through 2033.

We are paying foreign income taxes, which are reflected in the Provision for income taxes in our Consolidated Statements of Operations and are primarily related to the cost of operating offshore subsidiaries. We are not currently paying federal income taxes and do not expect to pay such taxes until our tax NOL and credit carryforwards are fully utilized. We expect to pay a nominal amount of state income tax. We accrue interest and penalties related to uncertain tax positions in the Provision for income taxes.

Note 11 - Restructuring:

In October 2012, our Board of Directors adopted the "2012 restructuring plan." In connection with this restructuring plan, we reduced our headcount by approximately 110 employees and eliminated certain sites, including sites in Pennsylvania and Illinois. In connection with this action, we recorded restructuring charges of less than $0.1 million in the first quarter of fiscal 2013. The 2012 restructuring plan was substantially completed during the first quarter of fiscal 2013.

The following table displays the activity related to the restructuring plans described above (in thousands):
 
Severance and related
 
Lease termination
 
Other
 
Total
Balance at December 29, 2012
$
2,373

 
$
793

 
$
258

 
$
3,424

   Restructuring Charges
101

 
91

 
245

 
437

   Cash Payments
(2,295
)
 
(403
)
 
(188
)
 
(2,886
)
   Adjustments to prior restructuring costs
(144
)
 
(65
)
 
(56
)
 
(265
)
Balance at June 29, 2013
$
35

 
$
416

 
$
259

 
$
710

 
 
 
 
 
 
 
 
Balance at December 28, 2013
$
17

 
$
368

 
$
147

 
$
532

   Restructuring Charges

 
1

 
9

 
10

   Cash Payments
(8
)
 
(304
)
 
(16
)
 
(328
)
   Adjustments to prior restructuring costs
(9
)
 
13

 

 
4

Balance at June 28, 2014
$

 
$
78

 
$
140

 
$
218


Note 12 - Stock-Based Compensation:

Total stock-based compensation expense included in our Consolidated Statements of Operations was as follows (in thousands): 
 
Three Months Ended
 
Six Months Ended
 
June 28,
2014
 
June 29,
2013
 
June 28,
2014
 
June 29,
2013
Line item:
 
 
 
 
 
 
 
Cost of products sold
$
211

 
$
164

 
$
377

 
$
289

Research and development
1,354

 
1,041

 
2,388

 
1,813

Selling, general and administrative
1,755

 
1,306

 
3,645

 
2,321

Total stock-based compensation
$
3,320

 
$
2,511

 
$
6,410

 
$
4,423


During the six months ended June 28, 2014, we granted 98,592 market-based, restricted stock units in two equal tranches, each of which vest upon achievement of certain market-based conditions. The fair values of the market-based restricted stock units were determined and fixed on the date of grant using a lattice-based option-pricing valuation model, which incorporates a Monte-Carlo simulation, and considered the likelihood that we would achieve the market-based conditions. During the first quarter of fiscal 2014, the first tranche of 49,296 restricted stock units vested and we incurred stock compensation expense related to performance based awards of $0.5 million. During the second quarter of fiscal 2014, the second tranche of 49,296

15


restricted stock units vested and we incurred stock compensation expense related to performance based awards of $0.2 million, amounting to a total stock compensation expense related to performance based awards of $0.7 million for the six months ended June 28, 2014.

Note 13 - Legal Matters:

On June 11, 2007, a patent infringement lawsuit was filed by Lizy K. John (“John”) against us in the U.S. District Court for the Eastern District of Texas, Marshall Division. In the complaint, John seeks an injunction, unspecified damages, and attorneys' fees and expenses. On July 21, 2014, the parties advised the court they had reached a settlement in principle. We are working to document the settlement and we expect to submit dismissal papers to the court once the anticipated settlement is finalized. The expected settlement will not have a material adverse effect on the financial position of the company.

We are also exposed to certain other asserted and unasserted potential claims. There can be no assurance that, with respect to potential claims made against us, we could resolve such claims under terms and conditions that would not have a material adverse effect on our business, our liquidity or our financial results. 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 based on the provisions of FASB ASC 450, “Contingencies" (“ASC 450”). 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. Presently, no accrual has been estimated under ASC 450 for potential losses that may or may not arise from the current lawsuits in which we are involved.

Note 14 - Segment and Geographic Information:

We operate in one industry segment comprising the design, development, manufacture and marketing of programmable logic products. Our revenue by major geographic area based on ship-to location was as follows (dollars in thousands):

 
Three Months Ended
 
Six Months Ended
 
June 28, 2014
 
June 29, 2013
 
June 28, 2014
 
June 29, 2013
Asia
$
73,459

 
74
%
 
$
62,318

 
74
%
 
$
146,203

 
75
%
 
$
111,657

 
72
%
Europe
15,718

 
16

 
12,104

 
14

 
30,428

 
15

 
24,808

 
16

Americas
10,143

 
10

 
10,272

 
12

 
19,326

 
10

 
19,387

 
12

Total revenue
$
99,320

 
100
%
 
$
84,694

 
100
%
 
$
195,957

 
100
%
 
$
155,852

 
100
%


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

Overview

Lattice Semiconductor Corporation (“Lattice,” the “Company,” “we,” “us,” or “our”) designs, develops and markets high performance programmable logic products and related software. Programmable logic products are widely used semiconductor components that can be configured by end customers as specific logic circuits, enabling shorter design cycle times and reduced development costs. Our end customers are primarily original equipment manufacturers (“OEMs”) in the communications, consumer, industrial, scientific, medical and computing end markets. There are two main categories of programmable logic devices: field programmable gate arrays (“FPGAs”) and conventional programmable logic devices (“PLDs”), each representing distinctly different silicon architectural approaches. Products based on the two alternative programmable logic architectures are generally optimal for different types of logic functions, although many logic functions can be implemented using either architecture. We believe that a substantial portion of programmable logic customers utilize both PLD and FPGA architectures.

Critical Accounting Policies and Estimates

Critical accounting policies are those that are both most important to the portrayal of a company's financial condition and results and 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 during the six months ended June 28, 2014 to the items that we disclosed as our critical accounting policies and

16


estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on form 10-K for the fiscal year ended December 28, 2013.

Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and classification of assets, such as marketable securities, accounts receivable, inventory, goodwill (including the assessment of reporting unit), intangible assets, current and deferred income taxes, accrued liabilities (including restructuring charges and bonus arrangements), deferred income and allowances on sales to sell-through distributors, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the fiscal periods presented. Actual results could differ from those estimates.


Results of Operations

Key elements of our Consolidated Statements of Operations were as follows (dollars in thousands):
 
 
Three Months Ended
 
Six Months Ended
 
 
June 28, 2014
 
June 29, 2013
 
June 28, 2014
 
June 29, 2013
Revenue
 
$
99,320

 
100.0
%
 
$
84,694

 
100.0
%
 
$
195,957

 
100.0
%
 
$
155,852

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross margin
 
54,975

 
55.4

 
45,110

 
53.3

 
109,113

 
55.7

 
83,265

 
53.4

Research and development
 
22,302

 
22.5

 
20,267

 
23.9

 
43,541

 
22.2

 
38,381

 
24.6

Selling, general and administrative
 
18,832

 
19.0

 
17,072

 
20.2

 
37,581

 
19.2

 
33,570

 
21.5

Acquisition related charges, including amortization of intangible assets
 
737

 
0.7

 
737

 
0.9

 
1,474

 
0.8

 
1,486

 
1.0

Restructuring charges
 
3

 

 
19

 

 
14

 

 
172

 
0.1

Income from operations
 
$
13,101

 
13.2
%
 
$
7,015

 
8.3
%
 
$
26,503

 
13.5
%
 
$
9,656

 
6.2
%

Revenue by End Market

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 in some cases manufacture end products spanning multiple end markets, the assignment of revenue to a specific end market requires the use of estimates and judgment. Therefore, actual results may differ from those reported. During the first quarter of fiscal 2014, we condensed end market categories by combining the Industrial, Scientific, and Medical end market category with Computing because this combination of end markets better reflects our strategic focus. During the second quarter of fiscal 2014, we renamed this end market Industrial. All periods presented have been revised accordingly.

Examples of End Market Applications:
 
 
 
 
 
 
Communications
Consumer
Industrial
 
Wireless
Smartphones
Security & Surveillance
 
Wireline
Cameras
Machine Vision
 
Data Backhaul
Displays
Industrial Automation
 
 
Tablets
Human Machine Interface
 
 
Wearables
Automotive
 
 
 
Servers
 
 
 
Data Storage

17


The composition of our revenue by end market for the second quarter and first six months of fiscal 2014 and 2013 was as follows (dollars in thousands):

 
 
Three Months Ended
 
Six Months Ended
 
 
June 28, 2014
 
June 29, 2013
 
June 28, 2014
 
June 29, 2013
Communications
 
$
44,060

 
44
%
 
$
31,928

 
38
%
 
$
83,818

 
43
%
 
$
59,464

 
38
%
Consumer
 
25,279

 
26

 
25,897

 
31

 
54,823

 
28

 
44,018

 
28

Industrial
 
29,981

 
30

 
26,869

 
31

 
57,316

 
29

 
52,370

 
34

Total revenue
 
$
99,320

 
100
%
 
$
84,694

 
100
%
 
$
195,957

 
100
%
 
$
155,852

 
100
%

For the second quarter of fiscal 2014 compared to the second quarter of fiscal 2013, revenue from the Communications end market increased by 38%. For the first six months of fiscal 2014 compared to the first six months of fiscal 2013, Communications end market revenue increased by 41%. In both cases growth was driven primarily by increased volume for certain of our ECP3 products to support the telecommunications infrastructure build-out in China and to a lesser extent, from strengthening demand in Europe.

Revenue from the Consumer end market was basically flat for the second quarter of fiscal 2014 compared to the second quarter of fiscal 2013. Consumer end market revenue for the first six months of fiscal 2014 compared to the first six months of fiscal 2013 increased 25% primarily due to volume growth of our iCE40 products.

For the second quarter of fiscal 2014 compared to the second quarter of fiscal 2013 the Industrial end market increased approximately 12%. Industrial end market revenue for the first six months of fiscal 2014 compared to the first six months of fiscal 2013 increased 9%. In both cases, the revenue increase was due to increased sales volumes of certain of our late life-cycle mature products, stronger demand in Europe, and to a lesser extent, increased demand in Japan.

Revenue by Product Classification

The composition of our revenue by product classification for the second quarter and first six months of fiscal years 2014 and 2013 was as follows (dollars in thousands): 

 
 
Three Months Ended
 
Six Months Ended
 
 
June 28, 2014
 
June 29, 2013
 
June 28, 2014
 
June 29, 2013
New *
 
$
49,638

 
50
%
 
$
39,094

 
46
%
 
$
100,567

 
51
%
 
$
66,858

 
43
%
Mainstream *
 
37,991

 
38

 
33,913

 
40

 
71,135

 
36

 
65,394

 
42

Mature *
 
11,691

 
12

 
11,687

 
14

 
24,255

 
13

 
23,600

 
15

Total revenue
 
$
99,320

 
100
%
 
$
84,694

 
100
%
 
$
195,957

 
100
%
 
$
155,852

 
100
%

Revenue for New products increased 27% for the second quarter of fiscal 2014 compared to the second quarter of fiscal 2013 and 50% for the first six months of fiscal 2014 compared to the first six months of fiscal 2013. In both cases, New product revenue increased primarily due to strong volume growth of certain New products sold principally into the Consumer and Communications end markets.

Revenue for Mainstream products increased 12% for the second quarter of fiscal 2014 compared to the second quarter of fiscal 2013 and 9% for the first six months of fiscal 2014 compared to the first six months of fiscal 2013. Mainstream product revenue grew primarily from improving global macroeconomic conditions, partially offset by reduced sales volume as customers migrated to our newer technologies.

Mature product revenue was flat for the second quarter of fiscal 2014 compared to the second quarter of fiscal 2013. For the first six months of fiscal 2014 compared to the first six months of fiscal 2013, Mature product revenue increased by 3%, primarily due to an increase in sales volumes of certain end of life products to customers in the Industrial end market.

18



* Product Classifications:
New:
LatticeECP5, MachXO3, LatticeECP3, MachXO2, Power Manager II, and iCE40
Mainstream:
ispMACH 4000ZE, ispMACH 4000/Z, LatticeSC, LatticeECP2/M, LatticeXP2, MachXO, ispClock A/D/S, Software and IP
Mature:
LatticeECP, LatticeXP, ispXPLD, ispXPGA, FPSC, ORCA 2, ORCA 3, ORCA 4, ispPAC, isplsi 8000V, ispMACH 5000B, ispMACH 2LV, ispMACH 5LV, ispLSI 2000V, ispLSI 5000V, ispMACH 5000VG, all 5-volt CPLDs, ispGDX2, GDX/V, ispMACH 4/LV, iCE65, ispClock, Power Manager I, all SPLDs

* Product categories are modified as appropriate relative to our portfolio of products and the generation within each major product family. New products consist of our latest generation of products, while Mainstream and Mature are older or based on unique late stage customer-based production needs. Generally, product categories are adjusted every two to three years, at which time prior periods are reclassified to conform to the new categorization. In the first fiscal quarter of 2014 we reclassified our New, Mainstream and Mature product categories to better reflect our current product portfolio.

Revenue by Geography

We assign revenue to geographies based on customer ship-to address at the time when revenue is recognized. In the case of sell-in distributors and OEM customers, revenue is typically recognized, and geography is assigned, when products are shipped to our distributor or customer. In the case of sell-through distributors revenue is recognized when resale to the end customer occurs and geography is assigned based on the end customer location on the resale reports provided by the distributor.

The composition of our revenue by geography for the second quarter and first six months of fiscal 2014 and fiscal 2013 based on ship-to location was as follows (dollars in thousands): 

 
Three Months Ended
 
Six Months Ended
 
June 28, 2014
 
June 29, 2013
 
June 28, 2014
 
June 29, 2013
Asia
$
73,459

 
74
%
 
$
62,318

 
74
%
 
$
146,203

 
75
%
 
$
111,657

 
72
%
Europe
15,718

 
16

 
12,104

 
14

 
30,428

 
15

 
24,808

 
16

Americas
10,143

 
10

 
10,272

 
12

 
19,326

 
10

 
19,387

 
12

Total revenue
$
99,320

 
100
%
 
$
84,694

 
100
%
 
$
195,957

 
100
%
 
$
155,852

 
100
%

Revenue increased 18% in Asia for the second quarter of 2014 compared to the second quarter of 2013. Revenue increased 31% in Asia for the first six months of 2014 compared to the first six months of 2013. In both cases, the revenue growth was due primarily to strong volume growth of certain of our New products in the Consumer and Communications end markets.

Revenue increased 30% in Europe for the second quarter of fiscal 2014 compared to the second quarter of fiscal 2013 and increased 23% for the first six months of fiscal 2014 compared to the first six months of fiscal 2013. In both the second quarter and first six months of fiscal 2014, this growth was due to improving economic conditions and increased sales volumes in the European Communications and Industrial end markets.

Revenue from Americas, in the second quarter and first six months of fiscal 2014, was essentially flat compared to the second quarter and first six months of fiscal 2013.

Revenue from End Customers

Our top five end customers constituted approximately 47% of our revenue for the second quarter of fiscal 2014, compared to approximately 46% for the second quarter of fiscal 2013. Our top five end customers constituted approximately 49% of our revenue for the first six months of fiscal 2014, compared to approximately 43% for the first six months of fiscal 2013.

Our two largest end customers accounted for approximately 20% and 14% of total revenue, respectively, in the second quarter of fiscal 2014 and 21% and 14% of total revenue, respectively, in the first six months of fiscal 2014. No other customer accounted for more than 10%. Our two largest end customers accounted for approximately 24% and 9% of total revenue, respectively, in the second quarter of fiscal 2013 and 21% and 8% of total revenue, respectively, in the first six months of fiscal 2013.


19


Revenue from Sell-Through Distributors

Our largest customers often are distributors, and sales through distributors have historically made up a significant portion of our total revenue. Revenue attributable to resale of products by our primary sell-through distributors for the second quarter and first six months of fiscal 2014 and fiscal 2013, respectively, was as follows:

 
% of Total Revenue Three Months Ended
 
% of Total Revenue Six Months Ended
 
June 28, 2014
 
June 29, 2013
 
June 28, 2014
 
June 29, 2013
Arrow Electronics Inc. (including Nu Horizons Electronics)
27
%
 
26
%
 
26
%
 
28
%
Weikeng Group
10

 
11

 
8

 
11

All others
5

 
7

 
6

 
7

All sell-through distributors
42
%
 
44
%
 
40
%
 
46
%

Revenue from sell-through distributors declined to 42% of total revenue in the second quarter of fiscal 2014 from 44% in the second quarter of fiscal 2013. Revenue from sell-through distributors declined to 40% of total revenue in the first six months of fiscal 2014 from 46% in the first six months of fiscal 2013. In each case, the reduction on a percentage basis of revenue from sell-through distributors was due to growth in direct sales to OEM customers, primarily in the Consumer and Communications end markets.


Gross Margin

The composition of our gross margin, including as a percentage of revenue, for the second quarter and first six months of fiscal 2014 and 2013, respectively, was as follows (dollars in thousands):

 
 
Three Months Ended
 
Six Months Ended
 
 
June 28,
2014
 
June 29,
2013
 
June 28,
2014
 
June 29,
2013
Gross margin
 
$
54,975

 
$
45,110

 
$
109,113

 
$
83,265

    Percentage of revenue
 
55.4
%
 
53.3
%
 
55.7
%
 
53.4
%

For the second quarter of fiscal 2014 compared to the second quarter of fiscal 2013, gross margin increased 2.1 percentage points. The increase in gross margin was driven by strong product cost reductions resulting from high volume wafer, assembly and package purchases. The product cost reductions were partially offset by margin degradation due to product and customer mix, and less sell-through of excess and obsolete inventory.

For the first six months of fiscal 2014 compared to the first six months of fiscal 2013, gross margin increased by 2.3 percentage points. The increase in gross margin was driven by strong product cost reductions resulting from high volume wafer, assembly and package purchases, partially offset by less sell-through of excess and obsolete inventory and changes in product and customer mix. If we are unable to realize additional or sufficient product cost reductions in the future to balance changes in product and customer mix, we may experience degradation in our gross margin. All activities associated with our fab transition, which had a nominal impact on our gross margins in the first half of 2014, have been completed.


20


Operating Expenses

Research and development expense

The composition of our research and development expenses, including as a percentage of revenue, for the second quarter and first six months of fiscal 2014 and 2013, respectively, was as follows (dollars in thousands):

 
 
Three Months Ended
 
 
 
Six Months Ended
 
 
 
 
June 28,
2014
 
June 29,
2013
 
% change
 
June 28,
2014
 
June 29,
2013
 
% change
Research and development
 
$
22,302

 
$
20,267

 
10

 
$
43,541

 
$
38,381

 
13

    Percentage of net revenue
 
22.5
%
 
23.9
%
 


 
22.2
%
 
24.6
%
 
 
Mask costs included in Research and development
 
$842
 
$1,064
 
(21
)
 
$1,786
 
$2,173
 
(18
)

Research and development expenses include costs for compensation and benefits, development masks, engineering wafers, depreciation, licenses, and outside engineering services. These expenditures are for the design of new products, intellectual property cores, processes, packaging, and software to support new products.

We believe that a continued commitment to research and development is essential to maintain product leadership and provide innovative new product offerings, and therefore we expect to continue to make significant future investments in research and development.

The increase in research and development expenses for the second quarter of fiscal 2014, compared to the second quarter of fiscal 2013, was the result of increased engineering wafer and time based license expense, along with increased variable compensation expense due to improved operating results.

The increase in research and development expenses for the first six months of fiscal 2014, compared to the first six months of fiscal 2013, was the result of increased engineering wafer, mask and time-based license expense, along with increased variable compensation expense.

Selling, general, and administrative expense

The composition of our selling, general and administrative expenses, including as a percentage of revenue, for the second quarter and first six months of fiscal 2014 and 2013 was as follows (dollars in thousands):

 
 
Three Months Ended
 
 
 
Six Months Ended
 
 
 
 
June 28,
2014
 
June 29,
2013
 
% change
 
June 28,
2014
 
June 29,
2013
 
% change
Selling, general and administrative
 
$
18,832

 
$
17,072

 
10
 
$
37,581

 
$
33,570

 
12
    Percentage of net revenue
 
19.0
%
 
20.2
%
 
 
 
19.2
%
 
21.5
%
 
 

Selling, general, and administrative expenses include costs for compensation and benefits related to selling, general, and administrative employees, commissions, depreciation, professional services and travel expenses.

The increase in the second quarter of fiscal 2014 compared to the second quarter of fiscal 2013, as well as the increase in the first six months of fiscal 2014 compared to the first six months of fiscal 2013, were primarily due to increased variable compensation due to improved operating results, as well as severance in 2014 which did not occur in 2013, and an increase in the use of outside services.




21


Amortization of intangible assets

The composition of our amortization of intangible assets, including as a percentage of revenue, for the second quarter and first six months of fiscal 2014 and 2013 was as follows (dollars in thousands):

 
 
Three Months Ended
 
 
 
Six Months Ended
 
 
 
 
June 28,
2014
 
June 29,
2013
 
% change
 
June 28,
2014
 
June 29,
2013
 
% change
Amortization of intangible assets
 
$
737

 
$
737

 
 
$
1,474

 
$
1,486

 
(1
)
    Percentage of net revenue
 
0.7
%
 
0.9
%
 
 
 
0.8
%
 
1.0
%
 
 

Amortization of intangible assets includes only the amortization of identifiable intangible assets with finite useful lives associated with our 2011 acquisition of SiliconBlue.

Restructuring charges

The composition of our restructuring related charges, including as a percentage of revenue, for the second quarter and first six months of fiscal 2014 and 2013 was as follows (dollars in thousands):

 
 
Three Months Ended
 
 
 
Six Months Ended
 
 
 
 
June 28,
2014
 
June 29,
2013
 
% change
 
June 28,
2014
 
June 29,
2013
 
% change
Restructuring charges
 
$
3

 
$
19

 
(84
)
 
$
14

 
$
172

 
(92
)
    Percentage of net revenue
 
%
 
%
 
 
 
%
 
0.1
%
 
 

For the second quarter of fiscal 2014 compared to the second quarter of fiscal 2013, restructuring charges decreased primarily resulting from changes in lease assumptions and accretion.

For the first six months of fiscal 2014 compared to the first six months of fiscal 2013, restructuring charges decreased primarily resulting from severance and other related nonrecurring costs incurred in the first quarter of 2013 when the 2012 restructuring plan was substantially completed.


Other income (expense), net

The composition of our Other income (expense), net, including as a percentage of revenue, for the second quarter and first six months of fiscal 2014 and 2013 was as follows (dollars in thousands):

 
 
Three Months Ended
 
 
 
Six Months Ended
 
 
 
 
June 28,
2014
 
June 29,
2013
 
% change
 
June 28,
2014
 
June 29,
2013
 
% change
Other income (expense), net
 
$
906

 
$
(54
)
 
1,778
 
$
1,215

 
$
(106
)
 
(1,246
)
    Percentage of net revenue
 
0.9
%
 
(0.1
)%
 
 
 
0.6
%
 
(0.1
)%
 
 

For the second quarter of fiscal 2014 compared to the second quarter of fiscal 2013, as well as the first six months of fiscal 2014 compared to the first six months of fiscal 2013, the increase in Other income (expense), net, resulted primarily from the realization of gains on the sale of auction rate securities, partially offset by losses due to unfavorable changes in foreign exchange rates.




22


Income Taxes

The composition of our income taxes for the second quarter and first six months of fiscal 2014 and 2013 was as follows (dollars in thousands):

 
 
Three Months Ended
 
 
 
Six Months Ended
 
 
 
 
June 28,
2014
 
June 29,
2013
 
% change
 
June 28,
2014
 
June 29,
2013
 
% change
Provision for income taxes
 
$
2,236

 
$
1,921

 
16
 
$
3,963

 
$
2,620

 
51

Our effective tax rate for the second quarter of fiscal 2014 decreased as compared to the second quarter of fiscal 2013, and for the first six months of fiscal 2014, compared to the first six months of fiscal 2013 primarily due to increased income earned in lower tax rate jurisdictions partially offset by a modest net benefit from discrete items in fiscal 2014, not present in fiscal 2013.

We are not currently paying federal income taxes and do not expect to pay such taxes until the benefits of our tax net operating loss and credit carryforwards are fully utilized. We expect to pay a nominal amount of state income tax. We accrue interest and penalties related to uncertain tax positions in the provision for income taxes. We are paying foreign income taxes, which are primarily related to foreign sales and to the cost of operating offshore subsidiaries.

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 the effect of changes in our balance sheets, as well as the effects of our contractual obligations, other commitments, and the stock repurchase program on our liquidity and capital resources.

We classify our marketable securities as short-term based on their nature and availability for use in current operations. The overall quality of our portfolio is strong, with our cash equivalents and short-term marketable securities consisting primarily of high quality, investment-grade securities. Our strong cash, cash equivalent and short-term marketable securities positions allow us to use our cash resources for acquisitions, working capital needs, and repurchases of common stock.

We have historically financed our operating and capital resource requirements through cash flows from operations. Cash provided by 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 the next 12 months. As of June 28, 2014, we have no long-term debt and do not have significant long-term commitments for capital expenditures. In the future, we may consider acquisition opportunities to extend our product or technology portfolios and to expand our product offerings. In connection with funding capital expenditures, completing acquisitions, securing additional wafer supply, or increasing our working capital, we may seek to obtain debt or equity financing, or advance purchase payments or similar arrangements with wafer manufacturers. We may also need to obtain debt or equity 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.

Cash and cash equivalents, Short-term and Long-term marketable securities (dollars in thousands):
 
June 28, 2014
 
December 28, 2013
 
$ change
Cash and cash equivalents
$
137,976

 
$
114,310

 
$
23,666

Short-term marketable securities
109,061

 
101,505

 
7,556

Long-term marketable securities

 
5,241

 
(5,241
)
Total Cash and cash equivalents, short-term and long-term marketable securities
$
247,037

 
$
221,056

 
$
25,981



23


As of June 28, 2014, we had total Cash and cash equivalents of $138.0 million, of which approximately $39.5 million was held by our foreign subsidiaries. We manage our global cash requirements considering (i) available funds among the 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-U.S. earnings may have adverse tax consequences as we may be required to pay and record income tax expense on those funds to the extent they were previously considered permanently reinvested. As of June 28, 2014, we could access all of the cash held by our foreign subsidiaries without incurring significant additional expense.

The net increase in Cash and cash equivalents, short-term and long-term marketable securities of $26.0 million compared to December 28, 2013 was primarily the result of cash provided by operations of $24.1 million and net cash provided by financing activities of $7.1 million, partially offset by capital expenditures of $4.9 million.

Accounts receivable, net (dollars in thousands):
 
June 28, 2014
 
December 28, 2013
 
Change
Accounts receivable, net
$
66,289

 
$
50,085

 
$
16,204

Days sales outstanding
60
 
50

 
10


Accounts receivable, net as of June 28, 2014 increased 32%, compared to December 28, 2013. Days sales outstanding at June 28, 2014 was 60 days, an increase of 10 days from December 28, 2013. These changes are primarily due to the increase in revenue in the second quarter of fiscal 2014 compared to the fourth quarter of fiscal 2013, coupled with the balance of accounts receivable, net at fiscal year end traditionally being our annual low point.

Inventories (dollars in thousands):
 
June 28, 2014
 
December 28, 2013
 
Change
Inventories
$
59,270

 
$
46,222

 
$
13,048

Months of inventory on hand
4.0

 
3.4

 
0.6


Inventory as of June 28, 2014 increased 28%, compared to December 28, 2013. Our months of inventory on hand increased to 4.0 months at June 28, 2014 from 3.4 at December 28, 2013. The increases in inventory and months of inventory on hand were driven primarily by purchases to meet expected near term demand and the strategic building of inventory related to our fab transition with Fujitsu, which we completed in the second quarter of 2014.

Share Repurchase Program

On February 27, 2013, our Board of Directors approved a stock repurchase program pursuant to which up to $20.0 million of outstanding common stock could be repurchased from time to time. The duration of the repurchase program was twelve months. During fiscal 2013, approximately 0.8 million shares were repurchased at $3.7 million. The 2013 program expired during the first quarter of fiscal 2014. No shares were repurchased during those three months.

On March 3, 2014, our Board of Directors approved a stock repurchase program pursuant to which up to $20.0 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 six months ended June 28, 2014. We expect that all future repurchases will be open market transactions funded from available working capital.

Credit Arrangements

As of June 28, 2014, we had no long-term debt and no significant long-term purchase commitments for capital expenditures and no existing used or unused credit arrangements.

Contractual Obligations

There have been no significant changes to our contractual obligations outside of the ordinary course of business in the first six months of fiscal 2014 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, 2013.

Off-Balance Sheet Arrangements

24



As of June 28, 2014, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.


25


ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Rate Risk

We have international subsidiary and branch operations. In addition, a portion of our silicon wafer and other purchases are denominated in Japanese yen, we bill certain Japanese customers in yen and collect a Japanese consumption tax refund in yen. We mitigate the resulting foreign currency exchange rate exposure by entering into foreign currency forward exchange contracts for Japanese yen. Although such hedges mitigate our foreign currency exchange rate exposure from an economic perspective, they were not designated as "effective" hedges for accounting purposes and are adjusted to fair value through earnings. We do not hold or issue derivative financial instruments for trading or speculative purposes.

As a result of the use of derivative financial instruments, we are exposed to the risk that counter-parties to derivative contracts will fail to meet their contractual obligations. To mitigate the counter-party credit risk, we enter into contracts with major financial institutions based upon their credit ratings and other factors.

There have been no material changes to the quantitative and qualitative disclosures about market risk reported in our Annual Report on Form 10-K for the year ended December 28, 2013.


ITEM 4.
CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a - 15(f) and 159d) - 15(f) under the Exchanges Act) that occurred during the first six months of fiscal 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



26


PART II. OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS

The information set forth above under Note 13 contained in the “Notes to Consolidated Financial Statements” is incorporated herein by reference.

ITEM 1A. Risk Factors

The following risk factors and other information include any material changes to and supersede the description of the risk factors associated with our business previously disclosed in our Annual Report on Form 10-K for the year ended December 28, 2013 and should be carefully considered before making an investment decision relating to our common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks occur, our business, financial condition, operating results and cash flows could be materially adversely affected.

We rely on independent foundries for the manufacture of all of our products and a manufacturing problem or insufficient foundry capacity could adversely affect our operations.

We depend on independent foundries to supply silicon wafers for many of our products. These foundries include Fujitsu in Japan, which supplies the majority of our wafers. We negotiate wafer volumes, prices and other terms with our foundry partners and their respective affiliates on a periodic basis typically resulting in short-term agreements which do not ensure long-term supply or allocation commitments. We rely on our foundry partners to produce wafers with competitive performance attributes. Should the foundries that supply our wafers experience manufacturing problems, including unacceptable yields, delays in the realization of the requisite process technologies, or difficulties due to limitations of new and existing process technologies, our operating results could be adversely affected. Should the foundries not be able to manufacture sufficient quantities of our products or continue to manufacture a product for the full life of the product, we may be required to prematurely limit or discontinue the sales of certain products or incur significant costs to transfer products to other foundries, and our customer relationships and operating results could be adversely affected. In addition, weak economic conditions may adversely impact the financial health and viability of the foundries and cause them to limit or discontinue their business operations, resulting in shortages of supply and an inability to meet their commitments to us, which could adversely affect our financial condition and operating results.

A disruption of our foundry partners' operations as a result of a fire, earthquake, act of terrorism, political or labor unrest, governmental uncertainty, war, disease or other natural disaster or catastrophic event, or any other reason, could disrupt our wafer supply and could adversely affect our operating results.

Establishing, maintaining and managing multiple foundry relationships requires the investment of management resources as well as additional costs. If we fail to maintain our foundry relationships, or elect or are required to change foundries, we will incur significant costs and manufacturing delays. The success of certain of our next generation products is dependent upon our ability to successfully partner with Fujitsu and other foundry partners, including Seiko Epson Corporation in Japan, Taiwan Semiconductor Manufacturing Company Ltd. and United Microelectronics Corporation in Taiwan, and GLOBALFOUNDRIES in Singapore. If for any reason our foundry partners do not provide their facilities and support for our development efforts, we may be unable to effectively develop new products in a timely manner.

Should a change in foundry relationships be required, we may be unsuccessful in establishing new foundry relationships for our current or next generation products, or may incur substantial cost and or manufacturing delays until we form and ramp relationships and migrate products, each of which could adversely affect our operating results.

A downturn in the Communications end market could cause a reduction in demand for our products and limit our ability to maintain revenue levels and operating results.

Revenue from the Communications end market accounted for 38% of our revenue in 2013. Two of our top five customers participate primarily in the Communications end market. In the past, cyclical weakening in demand for programmable logic products from customers in the Communications end market has adversely affected our revenue and operating results. In addition, telecommunication equipment providers are building network infrastructure for which we compete for product sales. Any deterioration in the Communications end market or our end customers' reduction in spending to support this end market could lead to a reduction in demand for our products which could adversely affect our revenue and results of operations.


27


The Consumer end market is rapidly changing and cyclical, and our failure to accurately predict the frequency, duration, timing and severity of these cycles could adversely affect our financial condition and results.

Revenue from the Consumer end market accounted for 30% of our revenue in fiscal 2013 and has increased from past periods as a percentage of our total revenue. Revenue from the Consumer end market consists primarily of revenue from our products designed and used in a broad range of products including smart handheld devices, flat panel displays, digital cameras and camcorders, gaming consoles, and set-top boxes. This market is characterized by rapidly changing requirements and product features, to a higher degree than our other end markets. Our success in this market will depend principally on our ability to:

meet the market windows for consumer products;
predict technology and market trends;
develop IP cores to meet emerging market needs;
develop products on a timely basis; and
avoid cancellations or delay of products.

Our inability to accomplish any of the foregoing could materially and adversely affect our business, financial condition, and results of operations. Cyclicality in the Consumer market could periodically result in higher or lower levels of revenue and revenue concentration with a single or small number of customers. In addition, rapid changes in this market may affect demand for our products, may cause our revenue derived from sales in this market to vary significantly over time, adversely affecting our financial results.

We are dependent on a concentrated group of customers for a significant part of our revenues. If we were to lose any of these customers, our revenue could decrease significantly.

A large portion of our revenue depends on sales to a limited number of customers. During fiscal 2013, our top five end customers accounted for approximately 44% of our total revenue. If any of these relationships were to diminish, or if these customers were to develop their own solutions, or adopt an alternative solution or a competitor's solution, our results could be adversely affected.

While we strive to maintain a strong relationship with our customers, certain of our customers' product life cycles are relatively short and they continually develop new products. The selection process for our products to be included in our customers' new products is highly competitive. There are no guarantees that our products will be included in the next generation of products introduced by these customers. Any significant loss of, or a significant reduction in purchases by, one or more of these customers or their failure to meet their commitments to us, could have an adverse effect on our financial condition and results of operations. If any one or more of our concentrated group of customers were to experience significantly adverse financial conditions, our financial condition and business could be adversely affected as well.

We depend on distributors to generate a significant portion of our revenue and complete order fulfillment.

We depend on our distributors to sell our products to end customers, complete order fulfillment and maintain sufficient inventory of our products. Our distributors also provide technical support and other value-added services to our end customers. Resale of product through distributors accounted for 45% of our revenue in 2013, with two distributors accounting for 37% of our revenue in 2013. We expect our distributors to generate a significant portion of our revenue in the future. Any adverse change to our relationships with our distributors or a failure by one or more of our distributors to perform its obligations to us could have a material impact on our business. In addition, a significant reduction of effort by a distributor to sell our products or a material change in our relationship with one or more distributors may reduce our access to certain end customers and adversely affect our ability to sell our products.

The financial health of our distributors is important to our success. Economic conditions may adversely impact the financial health of one or more of our distributors. This could result in the inability of distributors to finance the purchase of our products or cause the distributors to delay payment of their obligation to us and increase our credit risk. If the financial health of our distributors impairs their performance and we are unable to secure alternate distributors, our financial condition and results of operations may be negatively impacted.

In addition, our distribution channels have historically experienced consolidation due to merger and acquisition activity. Consolidation may result in our distributors allocating fewer resources to the distribution and sale of our products, which could adversely affect our financial results.


28


We depend on the timeliness and accuracy of resale reports from our distributors; late or inaccurate resale reports could have a detrimental effect on our ability to properly recognize revenue and our ability to predict future sales.

Our success and future revenue depends on our ability to develop and introduce new products which achieve customer and market acceptance, and failure to do so could have a material adverse effect on our financial condition and results of operations.

The programmable logic market is characterized by rapid technology and product evolution, generally followed by a relatively longer ramp process to volume production on advanced technologies. Our competitive position and success depends on our ability to develop and introduce new products that compete effectively on the basis of price, density, functionality, power consumption, form factor and performance addressing the evolving needs of the markets we serve. These new products typically are more technologically complex than their predecessors.

The success of new product introductions depends upon numerous factors, including:
timely completion and introduction of new product designs;
ability to generate new design opportunities and design wins;
achieving design wins which result in sales of significant volume;
availability of specialized field application engineering resources supporting demand creation and customer adoption of new products;
ability to utilize advanced manufacturing process technologies;
achieving acceptable yields;
ability to obtain adequate production capacity from our wafer foundries and assembly and test subcontractors;
ability to obtain advanced packaging;
availability of supporting software design tools;
utilization of predefined IP logic;
customer acceptance of advanced features in our new products; and
market acceptance of our customers' products.

Our product development efforts may not be successful, our new products may not achieve industry acceptance and we may not achieve the necessary volume of production to achieve acceptable cost. Revenue relating to our mature products are expected to decline in the future, which is normal for our product life cycles. As a result, we may be increasingly dependent on revenue derived from our newer products as well as anticipated cost reductions in the manufacture of our current products. We rely on obtaining yield improvements and corresponding cost reductions in the manufacture of existing products and on introducing new products that incorporate advanced features and other price/performance factors that enable us to increase revenues while maintaining acceptable margins. To the extent such cost reductions and new product introductions do not occur in a timely manner, or that our products do not achieve market acceptance or market acceptance at acceptable pricing, our forecasts of future revenue, financial condition and operating results could be materially adversely affected.

General economic conditions and deterioration in the global business environment could have a material adverse effect on our business, operating results and financial condition.

Adverse economic conditions may negatively affect customer demand for our products and services and result in delayed or decreased spending amid concerns over declining asset values, inflation, volatility in energy costs, geopolitical issues, the availability and cost of credit, rising unemployment, and the stability and solvency of financial institutions, financial markets, businesses and sovereign nations, among other concerns. Weak global economic conditions in the past have resulted in weak demand for our products in certain geographies and had an adverse impact on our results of operations. If weak economic conditions persist or worsen, our business could be harmed due to customers or potential customers reducing or delaying orders. The inability of customers to obtain credit, the insolvency of one or more customers, or the insolvency of key suppliers could result in production delays. Any of these effects could impact our ability to effectively manage inventory levels and collect receivables, require additional restructuring actions, and decrease our revenue and profitability. Uncertainty about future economic conditions makes it difficult for us to forecast operating results and to make decisions about future investments. Any or all of these factors could adversely affect our financial condition and results of operations in the future.

A number of factors, including our inventory strategy, can impact our gross margins.

A number of factors, including: yield, wafer pricing, cost of packaging raw materials, product mix, market acceptance of our new products, competitive pricing dynamics, geographic and/or end market mix and pricing strategies can cause our gross margins to fluctuate. In addition, forecasting our gross margins is difficult because a significant portion of our business is based on turns within the same quarter.

29



From time to time our inventory levels may be higher than historical norms due to inventory build decisions aimed at reducing direct material cost or enabling responsiveness to expected demand. In the event the expected demand does not materialize, we may be subject to incremental excess and obsolescence costs. In addition, future product cost reductions could impact our inventory valuation, which could adversely affect our operating results.

Increased costs of wafers and materials, or shortages in wafers and materials could adversely impact our gross margins and lead to reduced revenues.

If greater demand for wafers is not accommodated by increased foundry capacity, if market demand for wafers or production and assembly materials increases, or if a supplier of our wafers or assembly materials ceases or suspends operations or otherwise experiences a disruption to its operations, our supply of wafers and other materials could become constrained. Worldwide manufacturing capacity for silicon wafers is relatively inelastic. Wafer shortages could result in wafer price increases or shortages in materials at production and test facilities, which could adversely impact our ability to meet customer product demands in a timely manner.

If any of our current or future foundry partners or assembly and test subcontractors significantly increases the costs of wafers or other materials, interrupts or reduces our supply, including for reasons outside of their control, or if any of our relationships with our partner suppliers is terminated, our operating results could be adversely affected.

We rely on independent contractors for a majority of our assembly, test, and logistics services, and disruption of these services could negatively impact our financial condition and results of operations.

We are dependent on subcontractors to assemble, test and ship our products with acceptable quality and yield levels. Should our subcontractors experience problems impacting the delivery of product to our customers including: prolonged inability to obtain wafers or packaging materials with competitive performance and cost attributes, inability to achieve adequate yields or timely delivery; disruption or defects in assembly, test or shipping services; or delays in stabilizing manufacturing processes or ramping up volume for new products, our operations and operating results may be adversely affected. Economic conditions may adversely impact the financial health and viability of our subcontractors and result in their inability to meet their commitments to us resulting in product shortages, quality assurance problems, reduced revenue and/or increased costs which could negatively impact our financial condition and results of operations.

In the past, we have experienced delays in obtaining assembled and tested products and in securing assembly and test capacity commitments from our suppliers. We currently anticipate that our assembly and test capacity commitments are adequate, however, these existing commitments may not be sufficient for us to satisfy customer demand in future periods. We negotiate assembly and test prices and capacity commitments from our contractors on a periodic basis. If any of our assembly or test contractors reduce their capacity commitment or increase their prices, and we cannot find alternative sources, our operating results could be adversely affected.

The semiconductor industry routinely experiences cyclical market patterns and a significant industry downturn could adversely affect our operating results.

Our revenue and gross margin can fluctuate significantly due to downturns in the semiconductor industry. These downturns can be severe and prolonged and can result in price erosion and weak demand for our products. Weak demand for our products resulting from general economic conditions affecting the end markets we serve or the semiconductor industry specifically and reduced spending by our customers can result, and in the past has resulted, in excess and obsolete inventories and corresponding inventory write-downs. The dynamics of the markets in which we operate make prediction of and timely reaction to such events difficult. Due to these and other factors, our past results are not reliable predictors of our future results.

Our expense levels are based, in part, on our expectations of future sales. Many of our expenses, particularly those relating to facilities, capital equipment, and other overhead, are relatively fixed. We might be unable to reduce spending quickly enough to compensate for reductions in sales. Accordingly, shortfalls in sales could adversely affect our operating results.

Foreign sales, accounting for the majority of our revenue, are subject to various risks associated with selling in international markets, which could have a material adverse effect on our operations, financial condition, and results of operations.

We derive the significant majority of our revenue from sales outside of the United States. Accordingly, if we experience a

30


decline in foreign sales, our operating results could be adversely affected. Our foreign sales are subject to numerous risks, including:

changes in local economic conditions;
currency exchange rate volatility;
governmental stimulus packages, controls and trade restrictions;
export license requirements, foreign trade compliance matters, and restrictions on the use of technology;
political instability, war, terrorism or pandemic disease;
changes in tax rates, tariffs or freight rates;
reduced protection for intellectual property rights;
longer receivable collection periods;
natural or man-made disasters in the countries where we sell our products;
interruptions in transportation;
interruptions in the global communication infrastructure; and
labor regulations.

Any of these factors could adversely affect our financial condition and results of operations in the future.

We have significant international operations exposing us to various economic, regulatory, political, and business risks, which could have a material adverse effect on our operations, financial condition, and results of operations.

We have significant international operations, including foreign sales offices to support our international customers and distributors, an operational center in the Philippines, and research and development sites in China, India and the Philippines. Our international operations have grown as we relocated certain operational, design, and administrative functions outside the United States. In addition, we purchase our wafers from foreign foundries, have our commercial products assembled, packaged and tested by subcontractors located outside the United States, and rely upon an international service provider for inventory management, order fulfillment, and direct sales logistics.

These and other integral business activities outside of the United States are subject to the risks and uncertainties associated with conducting business in foreign economic and regulatory environments including trade barriers, economic sanctions, environmental regulations, import and export regulations, duties and tariffs and other trade restrictions, changes in trade policies, anti-corruption laws, domestic and foreign governmental regulations, potential vulnerability of and reduced protection for IP, longer receivable collection periods, disruptions or delays in production or shipments, and instability or fluctuations in currency exchange rates, any of which could have a material adverse effect on our business, financial condition and operating results.

Moreover, our financial condition and results of operations could be affected in the event of political instability, terrorist activity, U.S. or other military actions, or economic crises in countries where our main wafer suppliers, end customers, contract manufacturers, and logistics providers are located.

Our global organizational structure and operations expose us to unanticipated tax consequences.

Our legal organizational structure could result in unanticipated unfavorable tax or other consequences which could have an adverse effect on our financial condition and results of operations. In 2011 and 2012, we implemented a global tax structure to more effectively align our corporate structure with our business operations including responsibility for sales and purchasing activities. We created new and realigned existing legal entities, completed intercompany sales of rights to intellectual property, inventory and fixed assets across different tax jurisdictions, and implemented cost-sharing and intellectual property licensing and royalty agreements between our legal entities. We currently operate legal entities in countries where we conduct supply-chain management, design, and sales operations around the world. In some countries, we maintain multiple entities for tax or other purposes. Changes in tax laws, regulations, future jurisdictional profitability of the Company and its subsidiaries, and related regulatory interpretations in the countries in which we operate may impact the taxes we pay or tax provision we record, which could adversely affect our results of operations.

We are subject to taxation in Singapore, the United States and other countries. Future effective tax rates could be affected by changes in the composition of earnings in countries with differing tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws. We compute our effective tax rate using actual jurisdictional profits and losses. Changes in the jurisdictional mix of profits and losses may cause fluctuations in the effective tax rate. Adverse changes in tax rates, our tax assets, and tax liabilities could negatively affect our results in the future.


31


We cannot give any assurance as to what taxes we pay or the ability to estimate our future effective tax rate because of, among other things, uncertainty regarding the tax policies of the jurisdictions where we operate. The U.S. government has proposed tax policy changes with respect to the taxation of non-U.S. operations. As a result, our actual effective tax rate or taxes paid may vary materially from our expectations. Changes in tax laws, regulations and related interpretations in the countries in which we operate may have an adverse effect on our business, financial condition or operating results.

Product quality problems could lead to reduced revenue, gross margins and net income.

In general, we warranty our products for varying lengths of time against non-conformance to our specifications and certain other defects. Because our products, including hardware, software and intellectual property cores, are highly complex and increasingly incorporate advanced technology, our quality assurance programs may not detect all defects, whether manufacturing defects in individual products or systematic defects that could affect numerous shipments. Inability to detect a defect could result in a diversion of our engineering resources from product development efforts, increased engineering expenses to remediate the defect and increased costs due to customer accommodation or inventory impairment charges. On occasion we have also repaired or replaced certain components or made software fixes or refunded the purchase price or license fee paid by our customers due to product or software defects. If there are significant product defects, the costs to remediate such defects, net of reimbursed amounts from our vendors, if any, or to resolve warranty claims may adversely affect our revenue, gross margins and net income.

The nature of our business makes our revenue and gross margin subject to fluctuation and difficult to predict which could have an adverse impact on our business.

In addition to the challenging market conditions we may face, we have limited visibility into the demand for our products, particularly new products, because demand for our products depends upon our products being designed into our end customers' products and those products achieving market acceptance. Due to the complexity of our customers' designs, the design to volume production process for many of our customers requires a substantial amount of time, frequently longer than a year. In addition, we are dependent upon "turns," orders received and turned for shipment in the same quarter. These factors make it difficult for us to forecast future sales and project quarterly revenues. The difficulty in forecasting future sales weakens our ability to project our inventory requirements, which could result, and in the past has resulted, in inventory write-downs or failure to meet customer product demands in a timely manner. The difficulty in forecasting revenues as well as the relative customer and product mix of those revenues inhibits our ability to provide forward-looking revenue and gross margin guidance.

Reductions in the average selling prices of our products could have a negative impact on our gross margins.

The average selling prices of our products generally decline as the products mature or may decline as we compete for market share or customer acceptance in competitive markets. We seek to offset the decrease in selling prices through yield improvement, manufacturing cost reductions and increased unit sales. We also seek to continue to develop higher value products or product features that increase, or slow the decline of, the average selling price of our products. However, we cannot guarantee that our ongoing efforts will be successful or that they will keep pace with the decline in selling prices of our products, which could ultimately lead to a decline in revenues and have a negative effect on our gross margins.

If we are unable to adequately protect our intellectual property rights, our financial results and our ability to compete effectively may suffer.

Our success depends in part on our proprietary technology and we rely upon patent, copyright, trade secret, mask work and trademark laws to protect our intellectual property. We intend to continue to protect our proprietary technology, however, we may be unsuccessful in asserting our intellectual property rights or such rights may be invalidated, violated, circumvented or challenged. From time to time, third parties, including our competitors, have asserted against us patent, copyright and other intellectual property rights to technologies that are important to us. Third parties may attempt to misappropriate our intellectual property through electronic or other means or assert infringement claims against us in the future. Such assertions by third parties may result in costly litigation, indemnity claims or other legal actions, and we may not prevail in such matters or be able to license any valid and infringed patents from third parties on commercially reasonable terms. This could result in the loss of our ability to import and sell our products or require us to pay costly royalties to third parties in connection with sales of our products. Any infringement claim, indemnification claim, or impairment or loss of use of our intellectual property could materially adversely affect our financial condition and results of operations.


32


Litigation and unfavorable results of legal proceedings could adversely affect our financial condition and operating results.

From time to time we are subject to various legal proceedings and claims that arise out of the ordinary conduct of our business. Certain claims are not yet resolved, including those that are discussed under Note 13 contained in the Notes to Consolidated Financial Statements, and additional claims may arise in the future. Results of legal proceedings cannot be predicted with certainty. Regardless of merit, litigation may be both time-consuming and disruptive to our operations and cause significant expense and diversion of management attention and we may enter into material settlements to avoid these risks. Should we fail to prevail in certain matters, we may be faced with significant monetary damages or injunctive relief against us that could materially and adversely affect our financial condition and operating results and certain portions of our business.

If we are not able to successfully compete in the highly competitive semiconductor industry, our financial results and future prospects will be adversely affected.

The semiconductor industry is intensely competitive and many of our direct and indirect competitors have substantially greater financial, technological, manufacturing, marketing and sales resources. The current level of competition in the programmable logic market is high and may increase in the future. We currently compete directly with companies that have licensed our technology or have developed similar products, including Altera Corporation and Xilinx, Inc. We also compete with numerous semiconductor companies that offer products based on alternative solutions such as ASIC, ASSP, microcontroller, analog, and digital signal processing technologies. Competition from these semiconductor companies may intensify as we offer products in the Consumer end market. These competitors include established, multinational semiconductor companies as well as emerging companies. If we are unable to compete successfully in this environment, our future results may be adversely affected.

We depend upon a third party to provide inventory management, order fulfillment, and direct sales logistics and disruption of these services could adversely impact our business and results of operations.

We rely on a third party vendor to provide cost-effective and efficient supply chain services. Among other activities, these outsourced services relate to direct sales logistics, including order fulfillment, inventory management and warehousing, and distribution of inventory to third party distributors. If our third party supply chain partner were to discontinue services for us or its operations are disrupted as a result of a fire, earthquake, act of terrorism, political unrest, governmental uncertainty, war, disease or other natural disaster or catastrophic event, or any other reason, our ability to fulfill direct sales orders and distribute inventory timely, cost effectively, or at all, would be hindered, which could adversely affect our business.

We rely on independent software and hardware developers and disruption of these services could negatively affect our operations and financial results.

We rely on independent software and hardware developers for the design, development, supply and support of intellectual property cores, design and development software, and certain elements of evaluation boards. As a result, failure or significant delay to complete software or deliver hardware in accordance with our plans, specifications, and agreements could disrupt the release of or introduction of new or existing products, which could be detrimental to the capability of our new products to win designs. Any of these delays or inability to complete the design or development could have an adverse effect on our business, financial condition, or operating results.

We rely on information technology systems, and failure of these systems to function properly or our failure to control unauthorized access to our systems may cause business disruptions.

We rely in part on various information technology ("IT") systems to manage our operations, including financial reporting, and we regularly make changes to improve them as necessary. Consequently, we periodically implement new, or upgrade or enhance existing, operational and IT systems, procedures and controls. Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls, could harm our ability to record and report financial and management information on a timely and accurate basis. These systems are also subject to power and telecommunication outages or other general system failures. Failure of our IT systems or difficulties in managing them could result in excessive cost or business disruption. We may also be subject to unauthorized access to our IT systems through a security breach or attack. In the past third parties have attempted to penetrate and or infect our network and systems with malicious software in an effort to gain access to our network and systems. We seek to prevent, detect and investigate any security incidents and prevent their recurrence, but in some cases, we might be unaware of an incident or its magnitude and effects. Our business could be significantly harmed and we could be subject to third party claims in the event of such a security breach.


33


We may have failed to adequately insure against certain risks, and, as a result, our financial condition and results may be adversely affected.

We carry insurance customary for companies in our industry, including, but not limited to, liability, property and casualty, workers' compensation and business interruption insurance. We also offer insurance to our employees for basic medical expenses. In addition, we have insurance contracts that provide director and officer liability coverage for our directors and officers. Other than the specific areas mentioned above, we are self-insured with respect to most other risks and exposures, and the insurance we carry in many cases is subject to a significant policy deductible or other limitation before coverage applies. Based on management's assessment and judgment, we have determined that it is more cost effective to self-insure against certain risks than to incur the insurance premium costs. The risks and exposures for which we self-insure include, but are not limited to, certain natural disasters, certain product defects, political risk, certain theft, patent infringement and employment practice matters. Should there be a catastrophic loss due to an uninsured event such as an earthquake or a loss due to adverse occurrences in any area in which we are self-insured, our financial condition or operating results could be adversely affected.

We compete with others to attract and retain key personnel, and any loss of, or inability to attract, such personnel would harm us.

We depend on the efforts and abilities of certain key members of management and other technical personnel. Our future success depends, in part, upon our ability to retain such personnel and attract and retain other highly qualified personnel, particularly product engineers. Competition for such personnel is intense and we may not be successful in hiring or retaining new or existing qualified personnel. From time to time we have effected restructurings which have eliminated a number of positions. Even if such personnel are not directly affected by the restructuring effort, such terminations can have a negative impact on morale and our ability to attract and hire new qualified personnel in the future. If we lose existing qualified personnel or are unable to hire new qualified personnel, as needed, our business, financial condition and results of operations could be seriously harmed.

Acquisitions and strategic investments present risks, and we may not realize the goals that were contemplated at the time of a transaction.

During 2011, we acquired technology companies whose products or services complement our business, and in the past we have made a number of strategic investments in other technology companies whom we believe complement and improve our operational capabilities. We may make similar acquisitions and strategic investments in the future. Acquisitions and strategic investments present risks, including:

our ongoing business may be disrupted and our management's attention may be diverted by investment, acquisition, transition or integration activities;
an acquisition or strategic investment may not further our business strategy as we expected, and we may not integrate an acquired company or technology as successfully as we expected;
our operating results or financial condition may be adversely impacted by unexpected costs, claims or liabilities that we assume from an acquired company or technology or that are otherwise related to an acquisition;
we may have difficulty incorporating acquired technologies or products with our existing product lines;
we may have higher than anticipated costs in continuing support and development of acquired products, in general and administrative functions that support such products;
we may have difficulty integrating and retaining key personnel;
our liquidity and/or capital structure may be adversely impacted;
our strategic investments may not perform as expected; and
we may experience unexpected changes in how we are required to account for our acquisitions and strategic investments pursuant to U.S. GAAP.

The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition or several concurrent acquisitions or strategic investments.

We cannot guarantee that we will be able to consummate any future acquisitions or that we will realize any anticipated benefits from any of our past or future acquisitions. We may not be able to find suitable acquisition opportunities that are available at attractive valuations, if at all. A sustained decline in the price of our common stock may make it more difficult and expensive to initiate or consummate additional acquisitions on commercially acceptable terms.

As a result of past acquisitions, as of December 28, 2013, we had $44.8 million in goodwill on our balance sheet. We are

34


required under U.S. GAAP to test goodwill for possible impairment on an annual basis and at any other time that circumstances arise indicating the carrying value may not be recoverable. We completed our annual test of goodwill impairment in the fourth quarter of 2013 and concluded that we did not have any impairment at that time. There is no assurance that future impairment tests will indicate that goodwill will be deemed recoverable.

The conflict minerals provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act could result in additional costs and liabilities.

As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC established new disclosure and reporting requirements for those companies who use "conflict" minerals mined from the Democratic Republic of Congo and adjoining countries in their products, whether or not these products are manufactured by third parties. As these new requirements are implemented, they could affect the sourcing and availability of minerals used in the manufacture of our semiconductor products. There are also costs associated with complying with the disclosure requirements, including for due diligence in regard to the sources of any conflict minerals used in our products, in addition to the cost of any required remediation and other changes to products, processes, or sources of supply as a consequence of such verification activities. We are still in the process of complying with the new conflict minerals rules and it may be several years before we can fully assess the internal and external cost of compliance of the effect the rules will have on our business.



35


ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On March 3, 2014, the Company's Board of Directors approved a stock repurchase program pursuant to which up to $20.0 million of outstanding common stock may be repurchased from time to time. The duration of the repurchase program is twelve months. No shares were repurchased during the six months ended June 28, 2014. We expect that all future repurchases will be open market transactions funded from available working capital.


ITEM 5.
OTHER INFORMATION

None.


36