United States Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
(Mark One)
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þ
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Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended June 30, 2008,
or
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o
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Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from
to
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Commission file number: 0-22594
Alliance Semiconductor Corporation
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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77-0057842
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(State or Other Jurisdiction of Incorporation
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(I.R.S. Employer Identification Number)
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or Organization)
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4633 Old Ironsides Drive
Santa Clara, California 95054-1836
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code is
(408) 855-4900
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
þ
No
o
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):
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
þ
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes
o
No
þ
As of July 31, 2008, there were 33,047,882 shares of Registrants Common Stock outstanding.
Alliance Semiconductor Corporation
Form 10-Q
for the Quarter Ended June 30, 2008
INDEX
2
Part I Financial Information
Item 1. Financial Statements
Alliance Semiconductor Corporation
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
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June 30, 2008
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March 31, 2008
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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11,935
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$
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11,764
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Short-term investments
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59,425
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61,167
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Receivable from sale of securities
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401
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Federal and State Tax Receivable
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8,236
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Other current assets
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134
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1,895
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Deferred tax assets
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3,739
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Total current assets
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71,494
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87,202
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Other assets
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68
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68
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Total assets
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$
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71,562
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$
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87,270
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current liabilities:
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Accounts payable
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34
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$
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17
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Accrued liabilities
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78
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134
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Income tax payable
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190
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Total current liabilities
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112
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341
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Deferred tax liabilities
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3,739
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Total liabilities
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$
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112
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$
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4,080
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Stockholders equity:
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Common stock (41,222 shares issued and
33,048 shares outstanding at June 30,
2008 and March 31, 2008)
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412
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412
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Additional paid-in capital
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194,547
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194,546
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Treasury stock (8,174 shares at cost June
30, 2008 and March 31, 2008)
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(68,658
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)
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(68,658
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Accumulated deficit
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(54,851
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)
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(42,586
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Accumulated other comprehensive loss
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(524
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Total stockholders equity
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71,450
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83,190
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Total liabilities and stockholders equity
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$
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71,562
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$
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87,270
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Alliance Semiconductor Corporation
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
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Three months ended
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June 30,
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2008
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2007
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General and administrative expense
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$
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(565
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(1,378
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Loss from operations
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(565
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(1,378
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Other Income/(Expense)
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Loss on sale of marketable securities
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(982
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$
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Interest and dividends
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560
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2,664
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Total other income
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(422
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)
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2,664
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Income/(Loss) before income tax
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(987
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1,286
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Benefit/(provision) for income tax
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285
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(698
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Income/(Loss) from continuing operations
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(702
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588
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Income from discontinued operations, net of tax
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2,890
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Net income/(loss)
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$
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(702
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$
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3,478
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Net income/(loss) per share Basic:
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Continuing operations
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$
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(0.02
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$
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0.02
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Discontinued operations
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$
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$
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0.09
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Net income/(loss)
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$
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(0.02
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$
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0.11
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Net income/(loss) per share Diluted:
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Continuing operations
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$
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(0.02
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$
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0.02
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Discontinued operations
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$
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$
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0.09
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Net income/(loss)
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$
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(0.02
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$
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0.11
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Weighted average number of common shares:
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Basic
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33,048
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32,611
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Diluted
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33,048
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32,784
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
ALLIANCE SEMICONDUCTOR CORPORATION
Condensed Consolidated Statements of Cash Flows
(in thousands)(unaudited)
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Three months ended
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June 30,
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2008
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2007
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Cash flows from operating activities:
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Net Income/(Loss)
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$
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(702
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)
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$
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3,478
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Adjustments to reconcile net income/(loss) to net cash used in operating activities:
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Depreciation and amortization
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4
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Stock based compensation
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3
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Equity in loss of investees
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(14
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(Gain)/Loss on investments
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982
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(140
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Gain on sale of business units
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(1,630
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)
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Other
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3
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Gain on sale of patents
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(1,250
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Provision for income tax
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(285
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)
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698
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Changes in assets and liabilities:
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Accounts receivable
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(13
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Receivable from sale of securities
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401
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1,733
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Assets held for sale
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335
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Other assets
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1,764
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(59
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Federal and State Tax Receivable
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8,236
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Accounts payable
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17
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172
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Accrued liabilities and other long-term obligations
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(56
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)
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(13
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Liabilities related to assets held for sale
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(382
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)
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Income tax payable
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(192
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)
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Net cash provided by (used in) operating activities
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10,165
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2,925
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Cash flows from investing activities:
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Proceeds from sale of business units
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1,630
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Proceeds from sale of short-term money
market instruments
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1,569
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26,193
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Proceeds
from sale of Alliance Ventures and other investments
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439
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Proceeds from sale of patents
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1,250
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Net cash provided by investing activities
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1,569
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29,512
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Cash flows from financing activities:
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Net proceeds from exercise of stock options
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263
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Special dividends
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(11,563
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)
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Net cash used in financing activities
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(11,563
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)
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263
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Net increase/(decrease) in cash and cash equivalents
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171
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32,700
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Cash and cash equivalents at beginning of the period
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11,764
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58,236
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Cash and cash equivalents at end of the period
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$
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11,935
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$
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90,936
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Supplemental disclosure of cash flow information:
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Cash paid (refunded) for taxes, net
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$
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(8,031
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)
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Cash paid for interest
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$
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$
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
ALLIANCE SEMICONDUCTOR CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements of Alliance Semiconductor Corporation
and its subsidiaries (the Company, we, us, ours or Alliance) have been prepared in
accordance with the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures, normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of America, have been
condensed or omitted in accordance with such rules and regulations. In the opinion of management,
the unaudited interim consolidated financial statements reflect all adjustments, consisting only of
normal recurring items, which in the opinion of management are necessary to present fairly our
consolidated financial position and our consolidated results of operations and cash flows.
The year-end condensed consolidated balance sheet data was derived from audited financial
statements. These financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal
year ended March 31, 2008 filed with the Securities and Exchange Commission on June 30, 2008.
The results of operations for the three months ended June 30, 2008 are not necessarily indicative
of the results that may be expected for the fiscal year ending March 31, 2009 or any future period,
and we make no representations related thereto.
(a) Reclassifications
Comparative
amounts from the quarter ended June 30, 2007 have been reclassified to conform to the
current year presentation. For the year ended March 31, 2007 the Company had significant
discontinued operations related to the disposal of the Semiconductor
Manufacturing Operations and
Alliance Ventures and Solar Venture Partners. The following table illustrates the significant
reclassifications, net of tax:
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Fiscal Quarter Ended June 30, 2007:
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Fiscal
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Current
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2008
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Year
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Presentation
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Presentation
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Discontinued Operations:
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Memory Products:
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Loss on operations
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$
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Loss on sale
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50
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Total Memory
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50
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Non-Memory Products:
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Loss on operations
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(92
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)
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Gain on sale
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1,616
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Total Non-Memory
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1,524
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Venture Investments:
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Gain on sale
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66
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Gain on sale of Patents
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1,250
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Total Discontinued Operations
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$
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2,890
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$
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2,890
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(b) Recently Issued Accounting Standards
Our management reviewed recently issued accounting standards and determined that there were no
material standards applicable to Alliance that had not been previously disclosed in our filings.
Note 2. Short-term Investments
Short-term investments are accounted for in accordance with Statement of Financial Accounting
Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities (SFAS 115).
Management determines the appropriate categorization of investment securities at the time of
purchase and re-evaluates such designation as of each balance sheet date.
6
Management
has the ability and intent, if necessary, to liquidate non-restricted investments in order to meet our
liquidity needs within the normal operating cycle. During the three months ending June 30, 2008 we
sold our remaining equity securities. At March 31, 2008, equity securities with no restrictions on
sale were designated as available-for-sale in accordance with SFAS 115 and reported at fair market
value with the related unrealized gains and losses, net of taxes, included in stockholders equity.
Realized gains and losses and declines in value of securities judged to be other than temporary,
were included in other income, net. The fair value of the Companys investments in equity
securities was based on quoted market prices. Realized gains and losses are computed using the
specific identification method. Short-term marketable securities are carried at cost.
Short-term investments include the following at June 30, 2008 and March 31, 2008 (in thousands):
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June 30, 2008
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March 31, 2008
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Investment
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Shares
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Market Value
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Shares
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Market Value
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Tower Semiconductor Debentures (1)
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$
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$
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38
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Tower Semiconductor Ltd. Shares
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1,639
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1,704
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Short-term Marketable securities (2)
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59,425
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59,425
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|
|
|
|
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|
|
|
|
|
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Total
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|
|
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$
|
59,425
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$
|
61,167
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(1)
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Convertible to Tower ordinary shares at $1.10 per share, 36,385 share equivalents at June 30, 2007
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(2)
|
|
June 30, 2008 and March 31, 2008 amounts consist of asset-backed securities issued by sub-trusts
of two master trusts, Anchorage Finance Master Trust and Dutch Harbor Finance Master Trust
|
Note 3. Comprehensive Income
The following are the components of comprehensive income (in thousands):
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|
|
|
|
|
|
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Three months ended
|
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|
|
June 30, 2008
|
|
|
June 30, 2007
|
|
Net income/(loss)
|
|
$
|
(702
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)
|
|
$
|
3,478
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|
Unrealized gain/(loss) on marketable
securities
|
|
|
524
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|
|
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(1,034
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)
|
|
|
|
|
|
|
|
Comprehensive income/(loss)
|
|
$
|
(178
|
)
|
|
$
|
2,444
|
|
|
|
|
|
|
|
|
Comprehensive income consists of the net income/(loss) plus the decrease/(increase) in unrealized
gains and losses on available-for-sale investments, net of tax. As of June 30, 2008 we had sold all
our equity securities, recognizing all of our unrealized gains and losses.
Note 4. Net Income/(Loss) Per Share
Basic income per share is computed by dividing net income available to common stockholders
(numerator) by the weighted average number of common shares outstanding (denominator) during the
period. Diluted income per share gives effect to all potentially dilutive common shares outstanding
during the period including stock options, using the treasury stock method. In computing diluted
income per share, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the proceeds obtained upon exercise of stock options. At June
30, 2008 and 2007 there were 8,809 and 29,979 options outstanding to purchase common stock that
were excluded from diluted net income per share computations because their effect would have been
anti-dilutive. The weighted average exercise prices of these options were $2.02 and $9.98 for
2008 and 2007, respectively.
7
At June 30, the numerators and denominators used in the Basic and Diluted EPS computations
consisted of the following (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
June 30, 2008
|
|
|
|
|
|
|
June 30, 2007
|
|
Net income/(loss) available to
common stockholders
|
|
$
|
(702
|
)
|
|
|
|
|
|
$
|
3,478
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
33,048
|
|
|
|
|
|
|
|
32,611
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
33,048
|
|
|
|
|
|
|
|
32,784
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) per share: Basic
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
$
|
0.11
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) per share: Diluted
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
$
|
0.11
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 5. Commitments and Contingencies
We apply the disclosure provisions of FASB Interpretation No.45, Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,
to our agreements that contain guarantee or indemnification clauses. These disclosure provisions
expand those required by SFAS 5, Accounting for Contingencies, by requiring that guarantors
disclose certain types of guarantees, even if the likelihood of requiring the guarantors
performance is remote. At June 30, 2008 we had no material commitments or contingencies.
Note 6. Income Tax
In the first three months of fiscal 2009 we did not recognize any federal or state tax benefits
from our losses in Continuing Operations and Discontinued Operations as we were not certain that we
would have income in the future to use such benefits. Our reported benefit resulted from clearing
the remaining balance in the tax component of other comprehensive income.
In the first three months of fiscal 2009 our deferred tax assets and liabilities were realized
through the sale of our holdings in Tower stock, clearing out their balances.
During the three months ending June 30, 2008, as previously reported, we received a tax refund of
approximately $6.6 million plus $1.3 million interest in accordance with the settlement of our
dispute with the Internal Revenue Service for our taxable years 1990-2002. In accordance with that
settlement, we amended our State tax filings and received approximately $1.6 million in state tax
refunds together with $400,000 of interest.
We retain
substantial net operating losses, however, we cannot provide assurance that we will be
able to utilize our net operating losses in the future and have fully reserved against them.
Note 7. Legal Matters
(a) SRAM Class Actions
In October and November 2006, we and other companies in the semiconductor industry were named as
defendants in a number of purported antitrust class action lawsuits filed in federal district
courts in California and other states, and in Canada. The Company was served in some but not all of
these actions. The lawsuits purport to state claims on behalf of direct and indirect purchasers of
SRAM products based on an alleged conspiracy between manufacturers of SRAM devices to fix or
control the price of SRAM during the period January 1, 1998 through December 31, 2005. The Company
denies all allegations of wrongful activity.
Based on an agreement to preserve evidence and toll the statute of limitations until January 10,
2009, the plaintiffs in the United States litigation voluntarily dismissed Alliance from the
litigation without prejudice. Based on a similar agreement to toll the statute of
limitations until January 10, 2009, the litigation pending in Ontario and British Columbia, Canada
has been discontinued without prejudice. We anticipate that the litigation pending in Quebec,
Canada will also be discontinued in accordance with the tolling agreement. At this time we do not
believe these lawsuits will have a material adverse effect on the company.
8
Note 8. Subsequent Events
On June 12, 2008 the Board declared a special cash dividend of $0.25 per share which was paid July
1, 2008 to shareholders of record as of June 24, 2008.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain information contained in or incorporated by reference in the following Managements
Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this
Report contains forward-looking statements that involve risks and uncertainties. These statements
relate to liquidity and markets. These forward-looking statements are based on
managements estimates, projections and assumptions as of the date hereof and include the
assumptions that underlie such statements. In some cases, forward-looking statements can be
identified by terminology such as may, will, should, expect, anticipate, intend,
plan, believe, estimate, potential, or continue, the negative of these terms or other
comparable terminology. Our actual results may differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including, but not limited to, our
ability to have cash resources for continued operations, fluctuations in the value and liquidity of
securities we own, and those described in the section entitled Risk Factors. Readers are
cautioned not to place undue reliance on these forward-looking statements, which reflect our
present expectations and analysis and are inherently susceptible to uncertainty and changes in
circumstances. These forward-looking statements speak only as of the date of this Report. We assume
no obligation to update these forward-looking statements to reflect actual results or changes in
factors or assumptions affecting such forward-looking statements. The following information should
be read in conjunction with the Managements Discussion and Analysis of Financial Condition and
Results of Operations section of our Annual Report on Form 10-K for the fiscal year ended March
31, 2008 filed with the Securities and Exchange Commission on June 30, 2008.
OVERVIEW
During the three months ended June 30, 2008 we completed the sale of our remaining holdings of
Tower Semiconductor Corporation (Tower) ordinary shares (Tower shares) and debentures. The loss
reported in this Quarterly Report resulted primarily from this sale, which was at prices less than
the carrying value of those shares at March 31, 2008. We are now primarily a holding company whose chief
asset is an investment in asset-backed securities with primary holdings consisting of short-term
investment-grade commercial paper. These securities are currently not liquid. Our focus continues
to be on Treasury management and closing down our remaining foreign subsidiaries.
DIVIDENDS
During the quarter ended June 30, 2008, we distributed to shareholders an aggregate of $0.35 per
share in special dividends. On April 8, 2008 we paid a special cash dividend of $0.25 per share to
shareholders of record as of March 31, 2008, and we paid a special cash dividend of $0.10 per share
on May 20, 2008 to shareholders of record as of May 12, 2008. In addition, on July 1, 2008 we paid
a special cash dividend of $0.25 per share to shareholders of record as of June 24, 2008 (see Note
8 in Part 1 of this Quarterly Report on Form 10-Q). At this time our Board of Directors has no
other definitive plans regarding the payment of an additional special cash dividend to
stockholders.
INVESTMENTS
Tower Semiconductor Ltd.
During the three months ended June 30, 2008 we sold 1,638,848 Tower shares for $1.5 million and
36,385 Tower shares resulting from the conversion of Tower Debentures for $31,000, and recorded a
loss of $1.0 million, and $9,000, respectively.
Other Income
In the first three months of fiscal 2009 and 2008, other income reflected interest income of
$560,000 compared to $2.4 million in the comparable 2008 period primarily due to lower invested
amounts, investment loss of $1.0 million in 2009 compared to zero in 2008 as
9
a result of the sales of Tower shares described above, foreign exchange gain of zero in 2009 versus
$400,000 in 2008, and a $1.3 million gain from the non-recurring sale of certain patents in 2008.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2008, we had approximately $11.9 million in cash, and cash equivalents, an increase of
$200,000 from March 31, 2008 and $59.4 million in short-term investments, a decrease of $1.7
million from March 31, 2008. We had approximately $71.4 million in working capital at June 30,
2008, a decrease of approximately $15.5 million from $86.9 million at March 31, 2008, primarily
resulting from payment of cash dividends totaling $11.6 million to our shareholders during the
three months ended June 30, 2008. Our working capital at both June 30 and March 31, 2008 includes
$59.4 million in auction-rate securities that are currently not liquid (see Investment Risk in
Item 3).
In accordance with our investment policy, we seek to invest with issuers who have high-quality
credit. The primary objective of our investment activities is to maximize return while preserving
principal and maintaining a desired level of liquidity to meet working capital needs. We seek to
preserve principal and minimize exposure to interest-rate fluctuations by limiting default risk,
market risk and reinvestment risk. All investment securities we own are investment grade. We do not
have any investments in securities that are collateralized by assets that include mortgages or
subprime debt. Our investments in auction-rate securities are AA-rated as of June 30, 2008, and
collateralized by commercial paper, 80% of which must be rated A-1+/Prime-1 or better, and no more
than 20% rated A-1/Prime-1.
Until August 2007, the market for auction-rate securities was highly liquid. During that month,
auctions for the securities we hold began to fail as the amount of securities submitted for sale in
those auctions exceeded the aggregate amount of the bids. Ambac Assurance has the right to compel
the liquidation of the portfolio of assets held by the sub-trusts and compel the sub-trusts to
purchase Ambac Assurance preferred stock with a liquidation preference equal to the portfolios
liquidated value (the Put Right). All of our auction-rate securities portfolio at June 30, 2008
has been subject to failed auctions. For each unsuccessful auction, the interest rate moves to a
maximum rate defined for each security. To date, we have collected all interest timely on our
auction-rate securities and expect to continue to do so in the future. The principal associated
with failed auctions will not be accessible until successful auctions occur, a buyer is found
outside of the auction process, or the issuers establish a different form of financing to replace
these securities.
On August 13, 2008, JPMorgan reached a settlement with the New York State
Attorney General regarding their sales of auction-rate securities which was announced on August 14,
2008. Until we get further information, we cannot currently determine what impact, if any, this settlement might have on our holdings of auction-rate securities.
Notwithstanding the recent illiquidity of the asset-backed securities we hold, we expect that,
given our remaining cash reserves, our cash will be sufficient to meet our projected working
capital and other cash requirements for the next 12 months.
OFF-BALANCE SHEET ARRANGEMENTS
There are no material off-balance sheet commitments at June 30, 2008.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We do not hold any derivative financial instruments for trading purposes at June 30, 2008.
10
INVESTMENT RISK
At June 30, 2008, we held $59.4 million (par value) in investments in auction-rate securities and
concluded no temporary impairment exists on these securities. Given current conditions in the
auction-rate securities market as described above in the Liquidity and Capital Resources section
in Item 2. of Part II of this Quarterly Report on Form 10-Q, we may incur temporary unrealized
losses or other-than-temporary realized losses in the future if market conditions persist and we
are unable to recover the cost of our investments in auction-rate securities. Ambac Assurance has a
put right to compel conversion of our investment in auction-rate securities to Ambac preferred
stock, but has never indicated publicly that they have any intention of doing so. A hypothetical
100-basis-point loss from the par value of these investments would result in a $600,000 impairment
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
The Company conducted an evaluation, with the participation of its Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the Companys
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended, as of June 30, 2008. Based on this evaluation, our
management, including the Chief Executive Officer and Chief Financial Officer, concluded that our
disclosure controls and procedures were effective as of June 30, 2008. The Companys disclosure
controls and procedures are designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported on a timely basis.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our
most recently completed fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
Part II Other Information
ITEM 1. LEGAL PROCEEDINGS.
SRAM Class Actions
In October and November 2006, we and other companies in the semiconductor industry were named as
defendants in a number of purported antitrust class action lawsuits filed in federal district
courts in California and other states, and in Canada. The Company was served in some but not all of
these actions. The lawsuits purport to state claims on behalf of direct and indirect purchasers of
SRAM products based on an alleged conspiracy between manufacturers of SRAM devices to fix or
control the price of SRAM during the period January 1, 1998 through December 31, 2005. The Company
denies all allegations of wrongful activity.
Based on an agreement to preserve evidence and toll the statute of limitations until January 10,
2009, the plaintiffs in the United States litigation voluntarily dismissed Alliance from the
litigation without prejudice. Based on a similar agreement to toll the statute of limitations until
January 10, 2009, the litigation pending in Ontario and British Columbia, Canada has been
discontinued without prejudice. We anticipate that the litigation pending in Quebec, Canada will
also be discontinued in accordance with the tolling agreement. At this time we do not believe these
lawsuits will have a material adverse effect on the company.
We may be party to various legal proceedings and claims, either asserted or unasserted, which arise in
the ordinary course of business. While the outcome of these claims cannot be predicted with
certainty, we do not believe that the outcome of any of these or any of the above mentioned legal
matters would have a material adverse effect on our consolidated financial position, results of
operations or cash flows.
ITEM 1A. RISK FACTORS
Our results of operations and financial condition are subject to a number of factors, risks and
uncertainties in addition to the factors discussed elsewhere in this Quarterly Report on Form 10-Q,
including those previously disclosed under Part I. Item 1A Risk Factors of our annual report on
Form 10-K for the fiscal year ended March 31, 2008. The disclosures in our annual report on Form
10-K and our subsequent reports and filings are not necessarily a definitive list of all factors
that may affect our future results of operations and financial condition. There have been no
material changes to the risk factors as disclosed in our Annual Report on Form 10-K for the fiscal
year ended March 31, 2008 except as set forth below.
We hold securities which are currently not liquid.
At June 30, 2008 we held asset-backed auction-rate securities issued by sub-trusts of two master
trusts, Anchorage Finance Master Trust and Dutch Harbor Finance Master Trust (the sub-trusts)
that are currently not liquid. See Liquidity and Capital Resources in Item 2. of Part I and
Investment Risk under Item 3 of Part I. for more information.
11
ITEM 6.
EXHIBITS
|
|
|
Exhibit No.
|
|
Description
|
31.1
|
|
Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a) dated February 14, 2008.
|
|
|
|
31.2
|
|
Certificate of Interim Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a) dated February
14, 2008.
|
|
|
|
32
|
|
Certificate of Chief Executive Officer and Interim Chief Financial Officer pursuant to section 18 U.S.C. Section
1350 dated February 14, 2008.
|
12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
Alliance Semiconductor Corporation
|
|
August 21, 2008
|
By:
|
/s/ Melvin L. Keating
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
August 21, 2008
|
By:
|
/s/ Karl H. Moeller, Jr.
|
|
|
|
Interim Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
13
Exhibit Index
|
|
|
Exhibit No.
|
|
Description
|
31.1
|
|
Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a) dated August 21, 2008.
|
|
|
|
31.2
|
|
Certificate of Interim Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a) dated August
21, 2008.
|
|
|
|
32
|
|
Certificate of Chief Executive Officer and Interim Chief Financial Officer pursuant to section 18 U.S.C.
section 1350 dated August 21, 2008.
|
14
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