UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED
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
LATTICE SEMICONDUCTOR CORPORATION
(Exact name of Registrant as specified in its charter)
| State of | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|
|
|
| | |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| | | |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | Accelerated filer ☐ |
| Non-accelerated filer ☐ | Smaller reporting company |
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
| Number of shares of common stock outstanding as of April 30, 2026 |
LATTICE SEMICONDUCTOR CORPORATION
QUARTERLY REPORT ON FORM 10-Q
|
|
||
|
|
|
|
| PART I. |
FINANCIAL INFORMATION |
Page |
|
|
|
|
| Item 1. |
||
|
|
|
|
|
|
||
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income – Three Months Ended April 4, 2026 and March 29, 2025 (unaudited) |
|
|
|
|
|
|
|
Consolidated Balance Sheets – April 4, 2026 and January 3, 2026 (unaudited) |
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows – Three Months Ended April 4, 2026 and March 29, 2025 (unaudited) |
|
|
|
|
|
|
|
Consolidated Statements of Stockholders' Equity – Three Months Ended April 4, 2026 and March 29, 2025 (unaudited) |
|
|
|
|
|
|
|
||
|
|
|
|
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
|
|
|
|
| Item 3. |
||
|
|
|
|
| Item 4. |
||
|
|
|
|
|
|
|
|
| PART II. |
OTHER INFORMATION |
|
|
|
|
|
| Item 1. |
||
|
|
|
|
| Item 1A. | Risk Factors | 25 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 25 |
| Item 5. | Other Information | 26 |
| Item 6. |
||
|
|
|
|
|
|
Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of federal securities laws. These involve estimates, assumptions, risks, and uncertainties. Any statements about our expectations, beliefs, plans, objectives, assumptions, or future events or performance are not historical facts and may be forward-looking. We use words or phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” "possible," “predict,” “projects,” “may,” “will,” “should,” “continue,” “ongoing,” “future,” “potential,” and similar words or phrases to identify forward-looking statements.
Forward-looking statements include, but are not limited to, statements about: our target or expected financial performance and our ability to achieve those results; current and future impacts of the macroeconomic climate, including ongoing global military conflicts and actions of governments, businesses, and individuals in response to these situations; the impact of any continuing trade or travel restrictions or increasing tariffs on the export and import of products between the U.S. and other countries, including China; the impact of any deterioration in relations between Taiwan and China, and other factors affecting military, political, or economic conditions in Taiwan or elsewhere in Asia; the impact of tariffs, trade sanctions, license requirements or similar actions on our suppliers and customers; the impact of inflationary pressures; our business strategy; our expectations and strategies regarding market trends and opportunities, including market drivers such as wireless and wireline communications infrastructure deployments, data center servers and networking equipment, client computing platforms, industrial Internet of Things, factory automation, robotics, automotive electronics, smart homes, prosumers, and other applications; our beliefs about who we may compete with and whether we are differentiated from those competitors, as well as their potential capabilities; our expectations regarding our customer base, including concentration in certain geographic regions and the impacts of our customers’ actions on our business; our expectations regarding distributor and customer purchasing patterns, inventory levels and growth, and order timing; our expectations regarding both new and existing product offerings; our gross margin growth and our strategies to achieve gross margin growth and other financial results; our future investments in research and development, and selling, general and administrative activities; our ability to attract and retain personnel and their importance to our performance; future financial results or accounting treatments, including non-GAAP financial measures; our judgments involved in accounting matters, including revenue recognition, inventories and cost of revenue, and income taxes; actions we may take regarding the design and continued effectiveness of our internal controls over financial reporting; our use of cash; our beliefs regarding the adequacy of our liquidity, capital resources and facilities; our use of foreign currency forward contracts and other hedging instruments, and the effectiveness of such hedges in managing our foreign currency exposure; whether we will consider and act upon acquisition opportunities, and the timing, completion, or abandonment of such transactions and the impact of such opportunities on our business; our expected timing for the closing of the AMI transaction; expected timing and completion of our restructuring plans; whether we will pursue future stock repurchases and how any future repurchases will be funded; the future price volatility of our stock and the effects of that volatility; our ability or failure to prevent and respond to information technology system failures, security breaches and incidents, cyberattacks or fraud, and the occurrence and impact of such cybersecurity incidents; the costs of mitigating cybersecurity risks; the impact of artificial intelligence (“AI”), including our expectations regarding the growth of AI-related revenue; the impact of laws and regulations addressing privacy, data protection, and cybersecurity and our ability to comply with the same; our ability to comply with other laws and regulations, the costs of such compliance, and costs incurred if we fail to comply with such laws and regulations; our beliefs regarding legal or administrative proceedings; and impacts of global pandemics, epidemics, and other public health matters and actions of governments, businesses, and individuals in response to these situations.
These forward-looking statements are based on estimates and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially from those statements expressed in the forward-looking statements. The key factors, among others, that could cause our actual results to differ materially from the forward-looking statements include global economic conditions and uncertainty, including as a result of trade-related restrictions or tariffs or uncertainty regarding trade restrictions and tariffs, inflationary pressures, or the effect of any downturn in the economy on capital markets and credit markets; the macroeconomic climate and effects of global military conflicts and actions of governments, businesses, and individuals in response to these situations, the effects of which may give rise to or amplify the risks associated with many of these factors listed here; our ability to attract and retain key personnel; uncertainty related to the satisfaction of closing conditions for our planned AMI transaction; and other factors more fully described herein and that are otherwise described from time to time in our filings with the Securities and Exchange Commission ("SEC"), including, but not limited to, the items discussed in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended January 3, 2026 filed with the SEC on February 13, 2026 and any additional or updated risk factors discussed in any subsequent Quarterly Report on Form 10-Q filed since that date.
You should not unduly rely on forward-looking statements because our actual results could differ materially from those expressed by us. In addition, any forward-looking statement applies only as of the date of this filing. We do not plan to, and undertake no obligation to, update any forward-looking statements to reflect new information or new events, circumstances or developments, or otherwise.
PART I. FINANCIAL INFORMATION
LATTICE SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| Three Months Ended |
||||||||
| April 4, |
March 29, |
|||||||
| (In thousands, except per share data) |
2026 |
2025 |
||||||
| Revenue |
$ | $ | ||||||
| Cost of revenue |
||||||||
| Gross margin |
||||||||
| Operating expenses: |
||||||||
| Research and development |
||||||||
| Selling, general, and administrative |
||||||||
| Amortization of acquired intangible assets |
||||||||
| Restructuring and other |
||||||||
| Total operating expenses |
||||||||
| Income from operations |
||||||||
| Interest income (expense), net |
||||||||
| Other income (expense), net |
( |
) | ( |
) | ||||
| Income before income taxes |
||||||||
| Income tax expense |
||||||||
| Net income |
$ | $ | ||||||
| Net income per share: |
||||||||
| Basic |
$ | $ | ||||||
| Diluted |
$ | $ | ||||||
| Shares used in per share calculations: |
||||||||
| Basic |
||||||||
| Diluted |
||||||||
See Accompanying Notes to Unaudited Consolidated Financial Statements.
LATTICE SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
| Three Months Ended |
||||||||
| April 4, |
March 29, |
|||||||
| (In thousands) |
2026 |
2025 |
||||||
| Net income |
$ | $ | ||||||
| Other comprehensive income (loss), net of tax: |
||||||||
| Translation adjustment |
( |
) | ||||||
| Net change in unrealized gains (losses) on cash flow hedges |
( |
) | ||||||
| Change in actuarial valuation of defined benefit pension |
( |
) | ||||||
| Comprehensive income |
$ | $ | ||||||
See Accompanying Notes to Unaudited Consolidated Financial Statements.
LATTICE SEMICONDUCTOR CORPORATION
CONSOLIDATED BALANCE SHEETS
(unaudited)
| April 4, | January 3, | |||||||
| (In thousands, except share and par value data) | 2026 | 2026 | ||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, less accumulated depreciation of $ at April 4, 2026 and $ at January 3, 2026 | ||||||||
| Operating lease right-of-use assets | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Deferred income taxes | ||||||||
| Other long-term assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Accrued payroll obligations | ||||||||
| Total current liabilities | ||||||||
| Long-term operating lease liabilities, net of current portion | ||||||||
| Other long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Contingencies (Note 12) | ||||||||
| Stockholders' equity: | ||||||||
| Preferred stock, $ par value, shares authorized, issued and outstanding | ||||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding as of April 4, 2026 and shares issued and outstanding as of January 3, 2026 | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
See Accompanying Notes to Unaudited Consolidated Financial Statements.
LATTICE SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Three Months Ended |
||||||||
| April 4, |
March 29, |
|||||||
| (In thousands) |
2026 |
2025 |
||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
||||||||
| Depreciation and amortization |
||||||||
| Stock-based compensation expense |
||||||||
| Change in deferred income tax provision |
||||||||
| Amortization of right-of-use assets |
||||||||
| Other non-cash adjustments |
||||||||
| Changes in assets and liabilities: |
||||||||
| Accounts receivable, net |
( |
) | ( |
) | ||||
| Inventories, net |
||||||||
| Prepaid expenses and other assets |
( |
) | ||||||
| Accounts payable |
( |
) | ||||||
| Accrued liabilities |
( |
) | ||||||
| Accrued payroll obligations |
( |
) | ( |
) | ||||
| Operating lease liabilities, current and long-term portions |
( |
) | ( |
) | ||||
| Net cash provided by (used in) operating activities |
||||||||
| Cash flows from investing activities: |
||||||||
| Capital expenditures |
( |
) | ( |
) | ||||
| Cash paid for software and intellectual property licenses |
( |
) | ( |
) | ||||
| Net cash provided by (used in) investing activities |
( |
) | ( |
) | ||||
| Cash flows from financing activities: |
||||||||
| Restricted stock unit tax withholdings |
( |
) | ( |
) | ||||
| Proceeds from issuance of common stock |
||||||||
| Repurchase of common stock |
( |
) | ( |
) | ||||
| Net cash provided by (used in) financing activities |
( |
) | ( |
) | ||||
| Effect of exchange rate change on cash |
||||||||
| Net increase (decrease) in cash and cash equivalents |
( |
) | ||||||
| Beginning cash and cash equivalents |
||||||||
| Ending cash and cash equivalents |
$ | $ | ||||||
| Supplemental disclosure of cash flow information and non-cash investing and financing activities: |
||||||||
| Income taxes paid, net of refunds |
$ | $ | ||||||
| Operating lease payments |
$ | $ | ||||||
| Accrued purchases of plant and equipment |
$ | $ | ||||||
| Operating lease right-of-use assets obtained in exchange for lease obligations |
$ | $ | ||||||
See Accompanying Notes to Unaudited Consolidated Financial Statements.
LATTICE SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited)
The following summarizes the changes in total equity for the three-month period ended April 4, 2026:
| Common Stock | Additional | Accumulated Other | ||||||||||||||||||||||
| ($.01 par value) |
Paid-in |
Retained |
Comprehensive |
|||||||||||||||||||||
| (In thousands, except par value data) |
Shares |
Amount |
Capital |
Earnings |
Loss |
Total |
||||||||||||||||||
| Balances, January 3, 2026 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| Components of comprehensive income, net of tax: |
||||||||||||||||||||||||
| Net income for the three months ended April 4, 2026 |
— | |||||||||||||||||||||||
| Other comprehensive income (loss) |
— | ( |
) | ( |
) | |||||||||||||||||||
| Total comprehensive income |
||||||||||||||||||||||||
| Employee equity incentive award stock issuance, net of tax withholding |
( |
) | ( |
) | ||||||||||||||||||||
| Stock-based compensation expense |
— | |||||||||||||||||||||||
| Prior year incentive compensation settled in equity |
— | |||||||||||||||||||||||
| Repurchase of common stock |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| Balances, April 4, 2026 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
The following summarizes the changes in total equity for the three-month period ended March 29, 2025:
| Common Stock | Additional | Accumulated Other | ||||||||||||||||||||||
| ($.01 par value) |
Paid-in |
Retained |
Comprehensive |
|||||||||||||||||||||
| (In thousands, except par value data) |
Shares |
Amount |
Capital |
Earnings |
Loss |
Total |
||||||||||||||||||
| Balances, December 28, 2024 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| Components of comprehensive income, net of tax: |
||||||||||||||||||||||||
| Net income for the three months ended March 29, 2025 |
— | |||||||||||||||||||||||
| Other comprehensive income (loss) |
— | |||||||||||||||||||||||
| Total comprehensive income |
||||||||||||||||||||||||
| Employee equity incentive award stock issuance, net of tax withholding |
( |
) | ( |
) | ||||||||||||||||||||
| Stock-based compensation expense |
— | |||||||||||||||||||||||
| Repurchase of common stock |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| Balances, March 29, 2025 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
See Accompanying Notes to Unaudited Consolidated Financial Statements.
LATTICE SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 - Basis of Presentation
Lattice Semiconductor Corporation and its subsidiaries (“Lattice,” the “Company,” “we,” “us,” or “our”) develop technologies that we monetize through differentiated programmable logic semiconductor products, silicon-enabling products, system solutions, design services, and technology licenses.
Basis of Presentation and Use of Estimates
The accompanying Consolidated Financial Statements are unaudited and have been prepared in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In our opinion, they include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of results for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by the SEC's rules and regulations for interim reporting. These Consolidated Financial Statements should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended January 3, 2026 ("2025 10-K").
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments affecting the amounts reported in our consolidated condensed financial statements and the accompanying notes. We base our estimates and judgments on historical experience, knowledge of current conditions, and our beliefs of what could occur in the future considering available information. While we believe that our estimates, assumptions, and judgments are reasonable, they are based on information available when made, and because of the uncertainty inherent in these matters, the actual results that we experience may differ materially from these estimates under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis.
We describe our accounting methods and practices in more detail in our 2025 10-K. Other than as described below, there have been no changes to the significant accounting policies, procedures, or general information described in our 2025 10-K that have had a material impact on our consolidated condensed financial statements and the accompanying notes. Certain prior year balances have been reclassified to conform to the current year’s presentation.
During 2026, we initiated foreign currency hedging activities and, as a result, include the below additional accounting policies related to fair value and financial instruments:
Fair Value Accounting Policy
We apply the provisions of ASC 820, Fair Value Measurement (ASC 820), to our assets and liabilities that we are required to measure at fair value pursuant to other accounting standards, including our derivative financial instruments. When determining fair value, we consider the principal or most advantageous market in which we would transact, as well as assumptions that market participants would use when pricing the asset or liability. All our financial assets and liabilities are measured and recorded at fair value on a recurring basis.
Financial Instrument Accounting Policy
In Fiscal 2026, we began to use derivative financial instruments to manage our exposure to foreign currency exchange rate risk. We have entered into foreign currency forward contracts in relation to certain operating expense activities denominated in currencies other than the U.S. Dollar, and these contracts generally mature within 12 months. We account for these instruments in accordance with ASC 815, Derivatives and Hedging (ASC 815), which requires that every derivative instrument be recorded as either an asset or liability measured at its fair value as of each reporting date.
ASC 815 also requires that changes in the fair values of our derivatives be recognized in earnings, unless specific hedge accounting and documentation criteria are met. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. Our foreign currency contracts are designated as cash flow hedges. As such, we record the change in fair value of a derivative in Other comprehensive income (loss), and the change is reclassified to earnings in the period that the hedged item affects earnings.
As of April 4, 2026, the notional value of our outstanding foreign currency forward contracts designated as cash flow hedges was $
Fiscal Reporting Periods
We report based on a 52 or 53-week fiscal year ending on the Saturday closest to December 31. Our fiscal 2026 will be a 52-week year and will end on January 2, 2027, and our fiscal 2025 was a 53-week year that ended January 3, 2026. Our first quarter of fiscal 2026 and first quarter of fiscal 2025 ended on April 4, 2026 and March 29, 2025, respectively. All references to quarterly financial results are references to the results for the relevant 13-week fiscal period.
Concentrations of Risk
Potential exposure to concentrations of risk may impact revenue, trade accounts receivable, cash and cash equivalents, and supply of wafers for our new products. Sales to distributors have historically accounted for a significant portion of our total revenue. Revenue attributable to distributors as a percentage of total revenue was
Distributors also account for a substantial portion of our net accounts receivable. At April 4, 2026, our
We limit our risk exposure related to cash and cash equivalents by placing our cash with high credit quality financial institutions. At times, such deposits may exceed Federal Deposit Insurance Corporation insurance limits. We have not experienced any losses on our deposits of cash and cash equivalents.
We rely on a limited number of foundries for our wafer purchases. We seek to mitigate the concentration of supply risk by establishing, maintaining, and managing multiple foundry relationships; however, certain of our products are sourced from a single foundry and changing from one foundry to another can have a significant cost, or create delays in production or shipments, among other factors.
New Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This new guidance requires public entities to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The ASU may be applied prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of adoption of this new guidance on our consolidated financial statements and disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU is intended to simplify the recognition and disclosure guidance related to capitalized internal-use software costs by removing all references to software development project stages and introducing a more judgment-based framework. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and for interim periods within those fiscal years, with early adoption permitted as of the beginning of a fiscal year. This standard may be applied prospectively, retrospectively, or via a modified prospective transition method. We are currently evaluating the impact of adoption of this new guidance on our consolidated financial statements and disclosures.
We compute basic earnings per share based on the weighted average number of shares of common stock outstanding during the period. We compute diluted earnings per share based on the weighted average number of shares of common stock outstanding plus potentially dilutive shares of common stock outstanding during the period, if applicable. Potentially dilutive shares of common stock from employee equity incentive awards are determined by applying the treasury stock method to the assumed exercise of outstanding stock options, the assumed vesting of outstanding restricted stock units ("RSUs") and restricted stock awards ("RSAs"), and the assumed issuance of common stock under the stock purchase plan.
Our calculation of potentially dilutive shares includes the number of shares from our equity awards with market conditions or performance conditions that would be issuable under the terms of such awards at the end of the reporting period. For equity awards with a market condition, the number of shares included in the diluted share count as of the end of each period presented is determined by measuring the achievement of the market condition as of the end of the respective reporting periods. For equity awards with a performance condition, the number of shares that qualified for vesting as of the end of each period presented are included in the diluted share count when the condition for their issuance was satisfied by the end of the respective reporting periods. See "Note 9 - Stock-Based Compensation" to our consolidated financial statements for further discussion of our equity awards with market conditions or performance conditions.
A summary of basic and diluted Net income per share is presented in the following table:
| Three Months Ended | ||||||||
| April 4, | March 29, | |||||||
| (In thousands, except per share data) | 2026 | 2025 | ||||||
| Net income | $ | $ | ||||||
| Shares used in basic Net income per share | ||||||||
| Dilutive effect of employee equity incentive awards | ||||||||
| Shares used in diluted Net income per share | ||||||||
| Basic Net income per share | $ | $ | ||||||
| Diluted Net income per share | $ | $ | ||||||
The computation of diluted Net income per share excludes the effects of employee equity incentive awards that are antidilutive, aggregating less than
Note 3 - Revenue from Contracts with Customers
Disaggregation of Revenue
The following tables provide information about revenue from contracts with customers disaggregated by channel and by geographical market. Revenue is attributed to geographic regions based on the ship-to location of the customer. The Greater China geography includes revenue associated with shipments to both Hong Kong and mainland China. Products shipped to Hong Kong may subsequently be transferred to mainland China or other destinations, and products shipped to mainland China may similarly move through intermediary locations.
| Three Months Ended |
||||||||||||||||
| Revenue by Channel |
April 4, |
March 29, |
||||||||||||||
| (In thousands) |
2026 |
2025 |
||||||||||||||
| Distributors |
$ | % | $ | % | ||||||||||||
| Direct |
% | % | ||||||||||||||
| Total revenue |
$ | % | $ | % | ||||||||||||
| Revenue by Geographical Market |
||||||||||||||||
| (In thousands) |
||||||||||||||||
| Greater China |
$ | % | $ | % | ||||||||||||
| Malaysia |
% | % | ||||||||||||||
| Japan |
% | % | ||||||||||||||
| Other Asia |
% | % | ||||||||||||||
| Asia |
% | % | ||||||||||||||
| Americas |
% | % | ||||||||||||||
| Europe |
% | % | ||||||||||||||
| Total revenue |
$ | % | $ | % | ||||||||||||
Contract Balances
Our contract assets relate primarily to our rights to consideration for licenses and royalties due to us as a member of the HDMI Founders consortium. The balance results primarily from the amount of estimated revenue related to HDMI that we have recognized to date, but which has not yet been distributed to us by the HDMI licensing agent. Contract assets are included in Prepaid expenses and other current assets on our Consolidated Balance Sheets. The following table summarizes activity during the first three months of fiscal 2026:
| (In thousands) |
||||
| Contract assets as of January 3, 2026 |
$ | |||
| Revenues recorded during the period |
||||
| Transferred to Accounts receivable or collected |
( |
) | ||
| Contract assets as of April 4, 2026 |
$ |
Contract liabilities are included in Accrued liabilities on our Consolidated Balance Sheets. The following table summarizes activity during the first three months of fiscal 2026:
| (In thousands) |
||||
| Contract liabilities as of January 3, 2026 |
$ | |||
| Accruals for estimated future stock rotation and scrap returns |
||||
| Less: Release of accruals for recognized stock rotation and scrap returns |
( |
) | ||
| Contract liabilities as of April 4, 2026 |
$ |
Note 4 - Balance Sheet Components
Accounts Receivable
Accounts receivable do not bear interest and are shown net of an allowance for expected lifetime credit losses, which reflects our best estimate of probable losses inherent in the accounts receivable balance, as described in our 2025 10-K.
| April 4, | January 3, | |||||||
| (In thousands) |
2026 |
2026 |
||||||
| Accounts receivable |
$ | $ | ||||||
| Less: Allowance for credit losses |
||||||||
| Accounts receivable, net |
$ | $ | ||||||
Inventories
| April 4, | January 3, | |||||||
| (In thousands) |
2026 |
2026 |
||||||
| Work in progress |
$ | $ | ||||||
| Finished goods |
||||||||
| Total inventories, net |
$ | $ | ||||||
Property and Equipment – Geographic Information
Our Property and equipment, net by country at the end of each period was as follows:
| April 4, | January 3, | |||||||
| (In thousands) |
2026 |
2026 |
||||||
| United States |
$ | $ | ||||||
| Taiwan |
||||||||
| Philippines |
||||||||
| India |
||||||||
| China |
||||||||
| Other |
||||||||
| Total foreign property and equipment, net |
||||||||
| Total property and equipment, net |
$ | $ | ||||||
Accrued Liabilities
Included in Accrued liabilities in the Consolidated Balance Sheets are the following balances:
| April 4, | January 3, | |||||||
| (In thousands) | 2026 | 2026 | ||||||
| Current portion of liability for non-cancellable contracts | $ | $ | ||||||
|
| ||||||||
| Contract liabilities | ||||||||
| Other accrued liabilities | ||||||||
| Total accrued liabilities | $ | $ | ||||||
Other Long-Term Liabilities
Included in Other long-term liabilities in the Consolidated Balance Sheets are the following balances:
| April 4, |
January 3, |
|||||||
| (In thousands) |
2026 |
2026 |
||||||
| Long-term portion of liability for non-cancellable contracts |
$ | $ | ||||||
| Other long-term liabilities |
||||||||
| Total other long-term liabilities |
$ | $ | ||||||
On September 1, 2022, we entered into an Amended and Restated Credit Agreement (the “2022 Credit Agreement”), which provides for a -year secured revolving loan facility with an aggregate principal amount of up to $
The revolving loan facility under the 2022 Credit Agreement may be repaid and reborrowed at our discretion, with any remaining outstanding principal amount due and payable on the maturity date of the revolving loan on September 1, 2027. At April 4, 2026 and January 3, 2026, we had
Under the Q3 2024 Plan, which is described in our 2025 10-K, we incurred restructuring costs of $
Other restructuring activity in the periods presented consisted of expense adjustments on previous plans. Costs and adjustments on restructuring plans are recorded to Restructuring and other on our Consolidated Statements of Operations. The restructuring accrual balance is presented in Accrued liabilities and in Other long-term liabilities on our Consolidated Balance Sheets. The following table displays the activity related to our restructuring plans:
| (In thousands) | Severance & Related | Lease Termination & Fixed Assets | Total | |||||||||
| Accrued Restructuring at January 3, 2026 | $ | $ | $ | |||||||||
| Restructuring | ||||||||||||
| Costs paid or otherwise settled | ( | ) | ( | ) | ||||||||
| Accrued Restructuring at April 4, 2026 | $ | $ | $ | |||||||||
| Accrued Restructuring at December 28, 2024 | $ | $ | $ | |||||||||
| Restructuring | ||||||||||||
| Costs paid or otherwise settled | ( | ) | ( | ) | ( | ) | ||||||
| Accrued Restructuring at March 29, 2025 | $ | $ | $ | |||||||||
Our facilities for corporate offices, sales offices, research and development facilities, storage facilities, and a data center, are all leased under operating leases, which expire at various times through 2035. Our leases have remaining lease terms of less than
We recorded fixed operating lease expenses of $
The following table presents the lease balance classifications within the Consolidated Balance Sheets and summarizes their activity during the first three months of fiscal 2026:
| Operating lease right-of-use assets | (In thousands) | |||
| Balance as of January 3, 2026 | $ | |||
| Right-of-use assets obtained for new or renewed lease contracts during the period | ||||
| Amortization of right-of-use assets during the period | ( | ) | ||
| Adjustments for present value and foreign currency effects | ( | ) | ||
| Balance as of April 4, 2026 | $ | |||
| Operating lease liabilities | (In thousands) | |||
| Balance as of January 3, 2026 | $ | |||
| Lease liabilities accrued for new or renewed lease contracts during the period | ||||
| Accretion of lease liabilities | ||||
| Operating cash used for payments on lease liabilities | ( | ) | ||
| Adjustments for present value and foreign currency effects | ( | ) | ||
| Balance as of April 4, 2026 | ||||
| Less: Current portion of operating lease liabilities (included in Accrued liabilities) | ( | ) | ||
| Long-term operating lease liabilities, net of current portion | $ | |||
Maturities of operating lease liabilities as of April 4, 2026 are as follows:
| Fiscal year | (In thousands) | |||
| 2026 (Remaining 3 quarters) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: amount representing interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
In connection with our previous acquisitions and purchases of certain intellectual property assets, we have recorded identifiable intangible assets related to existing technology, customer relationships, and trade name / trademarks. We amortize the intangible assets using the straight-line method over their estimated useful lives. Additionally, we have entered into license agreements for third-party technology and recorded them as intangible assets. These licenses are being amortized to Research and development expense over their estimated useful lives. On our Consolidated Balance Sheets at April 4, 2026 and January 3, 2026, Intangible assets, net are shown net of accumulated amortization of $
We recorded amortization expense related to intangible assets on the Consolidated Statements of Operations as presented in the following table:
| Three Months Ended | ||||||||
| April 4, | March 29, | |||||||
| (In thousands) | 2026 | 2025 | ||||||
| Research and development | $ | $ | ||||||
| Amortization of acquired intangible assets | ||||||||
| $ | $ | |||||||
Note 9 - Stock-Based Compensation
Total stock-based compensation expense included in our Consolidated Statements of Operations is presented in the following table:
| Three Months Ended | ||||||||
| April 4, | March 29, | |||||||
| (In thousands) | 2026 | 2025 | ||||||
| Cost of revenue | $ | $ | ||||||
| Research and development | ||||||||
| Selling, general, and administrative | ||||||||
| Total stock-based compensation expense | $ | $ | ||||||
Market-Based and Performance-Based Stock Compensation
During the first quarter of fiscal 2026, the market condition for awards granted to certain executives in the first quarter of fiscal 2023 exceeded the percentile of their total shareholder return ("TSR") condition, and these awards vested at
For our awards with a market condition or performance condition, we incurred stock-based compensation expense of $
The following table summarizes the activity for our awards with a market condition or performance condition:
| (Shares in thousands) | Total | |||
| Balance, January 3, 2026 | ||||
| Granted | ||||
| Effect of vesting multiplier | ||||
| Vested | ( | ) | ||
| Canceled | ( | ) | ||
| Balance, April 4, 2026 | ||||
Incentive Compensation Settled In Equity
Under our Corporate Incentive Plan, incentive payments may be made in cash or in shares of our Common Stock, or a combination of both, as determined at the discretion of the Compensation Committee of our Board of Directors. To the extent incentive payments are settled in equity under the 2023 Equity Incentive Plan, the number of shares of our Common Stock to be issued is determined by dividing the eligible employee’s incentive payment value by the 30-calendar day average closing price of our Common Stock during the period ending the day before the date of settlement. Under this methodology, the value of the shares of our Common Stock issued on the settlement date could differ from the incentive payment value accrued. Any shares of our Common Stock issued to settle incentive payments under this plan vest immediately upon issuance.
In the first quarter of fiscal 2026, we settled a portion of the incentive compensation accrued during fiscal 2025 by issuing shares of our Common Stock with a total value of $
Note 10 - Common Stock Repurchase Program
On December 5, 2025, we announced that our Board of Directors had approved a stock repurchase program pursuant to which up to $
During the first quarter of fiscal 2026, we repurchased
We are subject to federal and state income tax as well as income tax in the foreign jurisdictions in which we operate.
For the first quarter of fiscal 2026 and 2025, we recorded income tax expense of $
The portion of our uncertain tax positions (including penalties and interest) recorded as a liability was $
Legal Proceedings
From time to time, we are exposed to certain additional asserted and unasserted potential claims. We review the status of each significant matter and assess its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible losses can be estimated, we then accrue a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, we reassess the potential liability related to pending claims and litigation and may revise estimates.
As of April 4, 2026, we have determined that the Company operates in a operating and reportable segment: the core Lattice business, which includes silicon-based and silicon-enabling products, evaluation boards, development hardware, and related intellectual property licensing, services, and sales.
The following table sets forth the Company’s revenue, significant expenses, and net income by its single operating and reportable segment:
| Three Months Ended | ||||||||
| April 4, | March 29, | |||||||
| (In thousands) | 2026 | 2025 | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | $ | $ | ||||||
| Gross margin | $ | $ | ||||||
| Total operating expenses | $ | $ | ||||||
| Net income | $ | $ | ||||||
Note 14 - Subsequent Event
On May 4, 2026, the Company, certain of its wholly owned subsidiaries, AMI TopCo, Inc. (“AMI”) and THL AMI Aggregator, LP (solely in its capacity as the representative of securityholders of AMI) entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, the Company will acquire AMI on a cash-free/debt-free basis (the “Acquisition”) for total consideration of billion in cash and $
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read along with the unaudited consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 10-K.
Overview
Lattice develops technologies that we monetize through differentiated programmable logic semiconductor products, silicon-enabling products, system solutions, design services, and technology licenses. Lattice is the low power programmable leader. We solve customer problems across the network, from the Edge to the Cloud, in the Communications, Computing, Industrial, Automotive, and Embedded markets. Our technology, long-standing relationships, and commitment to world-class support helps our customers quickly and easily unleash their innovation to create a smart, secure, and connected world.
Lattice has focused its strategy on delivering programmable logic products and related solutions based on low power, small size, and ease of use. We also serve our customers with intellectual property ("IP") licensing and various other services. Our product development activities include new proprietary products, advanced packaging, existing product enhancements, software development tools, soft IP, and system solutions for high-growth applications such as Edge Artificial Intelligence, wireless and wireline infrastructure, platform security, and factory automation.
Critical Accounting Policies and Use of Estimates
Critical accounting policies are those that are both most important to the portrayal of a company's financial condition and results of operations, and that require management's most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. There have been no material changes to the items that we disclosed as our critical accounting policies and estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2025 10-K.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments affecting the amounts reported in our consolidated condensed financial statements and the accompanying notes. We base our estimates and judgments on historical experience, knowledge of current conditions, and our beliefs of what could occur in the future considering available information. While we believe that our estimates, assumptions, and judgments are reasonable, they are based on information available when made, and because of the uncertainty inherent in these matters, actual results may differ materially from these estimates under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis.
Results of Operations
Key elements of our Consolidated Statements of Operations, including as a percentage of revenue, are presented in the following table:
| Three Months Ended |
||||||||||||||||
| April 4, |
March 29, |
|||||||||||||||
| (In thousands) |
2026 |
2025 |
||||||||||||||
| Revenue |
$ | 170,897 | 100.0 | % | $ | 120,150 | 100.0 | % | ||||||||
| Gross margin |
117,632 | 68.8 | 81,728 | 68.0 | ||||||||||||
| Research and development |
50,836 | 29.7 | 41,387 | 34.4 | ||||||||||||
| Selling, general and, administrative |
40,105 | 23.5 | 33,126 | 27.6 | ||||||||||||
| Amortization of acquired intangible assets |
20 | 0.0 | — | — | ||||||||||||
| Restructuring and other |
603 | 0.4 | 241 | 0.2 | ||||||||||||
| Income from operations |
$ | 26,068 | 15.3 | % | $ | 6,974 | 5.8 | % | ||||||||
Revenue by End Market
During the first quarter of 2026, we aligned our end market structure to our larger strategic market focus areas. We sell our products globally to a broad base of customers in two primary end market groups: Compute and Communications, and Industrial and Embedded. Across our end markets, our products are increasingly used for AI-related applications, including device usage in AI-optimized servers in data centers, AI-enabled PCs, and AI-enabled robotics and ADAS systems, among others. We also provide IP licensing and services to these end markets.
Within these end markets, there are multiple drivers, including:
| • |
Compute and Communications: data center servers and networking equipment, client computing platforms, and wireless and wireline communications infrastructure deployments, |
| • | Industrial and Embedded: factory automation, robotics, automotive electronics, and industrial Internet of Things ("IoT"), smart home, prosumer, and other applications. |
The end market data we use is derived from data provided to us by our distributors and end customers. With a diverse base of customers who may manufacture end products spanning multiple end markets, the assignment of revenue to a specific end market requires the use of judgment. We also recognize certain revenue for which end customers and end markets are not yet known. We assign this revenue first to a specific end market using historical and anticipated usage of the specific products, if possible, and allocate the remainder to the end markets based on either historical usage for each product family or industry application data for certain product types.
The following are examples of end market applications for the periods presented:
| Compute and Communications |
Industrial and Embedded |
| Data Networking |
Security and Surveillance |
| Server Computing |
Machine Vision |
| Client Computing |
Industrial Automation |
| Data Storage |
Robotics |
| Cloud |
Automotive |
| Hyperscalers |
Drones |
| Wireless | Factory Automation |
| Wireline | Cameras |
| Displays / Televisions | |
| Home Theater / Sound Systems | |
| Wearables |
The composition of our revenue by end market is presented in the following table:
| Three Months Ended |
||||||||||||||||
| April 4, |
March 29, |
|||||||||||||||
| (In thousands) |
2026 |
2025 |
||||||||||||||
| Compute and Communications |
$ | 106,632 | 62.4 | % | $ | 57,434 | 47.8 | % | ||||||||
| Industrial and Embedded |
64,265 | 37.6 | 62,716 | 52.2 | ||||||||||||
| Total revenue |
$ | 170,897 | 100.0 | % | $ | 120,150 | 100.0 | % | ||||||||
Note: During the first quarter of 2026, we began disaggregating our revenue by Compute and Communications, and Industrial and Embedded. Prior periods have been reclassified to match current period presentation.
Revenue from the Compute and Communications end market increased by 86% for the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025 primarily due to stronger demand in data center applications, including general-purpose and AI-specific servers, as well as wireline networking components.
Revenue from the Industrial and Embedded end market increased by 2% for the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025 primarily due to recovering end market demand particularly from industrial and aerospace customers.
AI applications are pervasive across our end markets, so we do not consider AI applications as a distinct end market. We expect AI-related revenue to grow over the next few years based on the growing pipeline of AI-related design wins in a diverse set of applications across both of our end market groups.
Revenue by Geography
We have a diverse base of customers where distributors represent a significant portion of our total revenue. Our revenue by geographical market is based on the ship-to location of our customers, which can vary from time to time. For the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025, revenue from Asia increased by 71% primarily due to hyperscaler demand, while revenue from the Americas decreased by 37% primarily due to the non-recurrence of certain one-time sales in the prior year period, and revenue from Europe increased by 57% primarily due to broad market recovery in this region.
The composition of our revenue by geography is presented in the following table:
| Three Months Ended |
||||||||||||||||
| April 4, |
March 29, |
|||||||||||||||
| (In thousands) |
2026 |
2025 |
||||||||||||||
| Asia |
$ | 132,577 | 77.6 | % | $ | 77,741 | 64.7 | % | ||||||||
| Americas |
18,792 | 11.0 | 29,997 | 25.0 | ||||||||||||
| Europe |
19,528 | 11.4 | 12,412 | 10.3 | ||||||||||||
| Total revenue |
$ | 170,897 | 100.0 | % | $ | 120,150 | 100.0 | % | ||||||||
Revenue from Customers
We sell our products to independent distributors and directly to customers. Distributors have historically accounted for a significant portion of our total revenue. Revenue attributable to distributors as a percentage of total revenue was 94% and 79% for the first quarter of fiscal 2026 and 2025, respectively.
Gross Margin
The composition of our Gross margin, including as a percentage of revenue, is presented in the following table:
| Three Months Ended |
||||||||
| April 4, |
March 29, |
|||||||
| (In thousands) |
2026 |
2025 |
||||||
| Gross margin |
$ | 117,632 | $ | 81,728 | ||||
| Gross margin percentage |
68.8 | % | 68.0 | % | ||||
Gross margin, as a percentage of revenue, increased 80 basis points in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025. Higher margins resulted primarily from changes in product mix and volume between the periods, partially offset by higher stock-based compensation expense associated with market and performance-based awards in the current year.
Operating Expenses
Operating expenses increased year-over-year primarily due to higher stock-based compensation expense in the current year periods. See "Note 9 – Stock-Based Compensation" for additional details.
Research and Development Expense
The composition of our Research and development expense, including as a percentage of revenue, is presented in the following table:
| Three Months Ended |
||||||||||||
| April 4, |
March 29, |
|||||||||||
| (In thousands) |
2026 |
2025 |
% change |
|||||||||
| Research and development |
$ | 50,836 | $ | 41,387 | 22.8 | % | ||||||
| Percentage of revenue |
29.7 | % | 34.4 | % | ||||||||
Research and development expense includes headcount-related costs, including cash- and stock-based compensation and benefits, R&D equipment expenses, engineering wafers, licenses, and outside engineering services. These expenditures are for the design of new products, IP cores, processes, packaging, and software solutions. The increase in Research and development expense for the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025 was primarily due to higher stock-based and cash-based compensation expense, along with higher depreciation and amortization on semiconductor equipment and licensed software tools, and higher expenses for prototypes. We believe that investing in research and development is important to delivering innovative products to our customers. We expect research and development expense to increase in the future, but to decline as a percentage of revenue.
Selling, General, and Administrative Expense
The composition of our Selling, general, and administrative expense, including as a percentage of revenue, is presented in the following table:
| Three Months Ended |
||||||||||||
| April 4, |
March 29, |
|||||||||||
| (In thousands) |
2026 |
2025 |
% change |
|||||||||
| Selling, general, and administrative |
$ | 40,105 | $ | 33,126 | 21.1 | % | ||||||
| Percentage of revenue |
23.5 | % | 27.6 | % | ||||||||
Selling, general, and administrative expense includes headcount-related costs, including cash- and stock-based compensation and benefits, related to selling, general, and administrative employees, commissions, depreciation, professional and outside services, trade show, and travel expenses. The increase in Selling, general, and administrative expense for the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025 was primarily due to higher stock-based and cash-based compensation expense, partially offset by lower legal costs and audit fees. We expect selling, general, and administrative expense to increase in the future, but to decline as a percentage of revenue.
Amortization of Acquired Intangible Assets
The composition of our Amortization of acquired intangible assets, including as a percentage of revenue, is presented in the following table:
| Three Months Ended |
||||||||||||
| April 4, |
March 29, |
|||||||||||
| (In thousands) |
2026 |
2025 |
% change |
|||||||||
| Amortization of acquired intangible assets |
$ | 20 | $ | — | 100+% | |||||||
| Percentage of revenue |
0.0 | % | — | % | ||||||||
The increase in Amortization of acquired intangible assets for the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025 was due to the purchase of intellectual property assets in the second quarter of fiscal 2025.
Restructuring and Other
The composition of our Restructuring and other activity, including as a percentage of revenue, is presented in the following table:
| Three Months Ended |
||||||||||||
| April 4, |
March 29, |
|||||||||||
| (In thousands) |
2026 |
2025 |
% change |
|||||||||
| Restructuring and other |
$ | 603 | $ | 241 | 150.2 | % | ||||||
| Percentage of revenue |
0.4 | % | 0.2 | % | ||||||||
Restructuring and other is generally comprised of expenses resulting from workforce reductions, cancellation of contracts, and consolidation of our facilities. Details of our restructuring plans and expenses accrued under them are discussed in "Note 6 – Restructuring" to our Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. Restructuring and other costs increased in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025 primarily due to additional costs incurred in the current year period for settlement of certain severance liabilities under the Q3 2024 Plan.
Interest Income (Expense), net
The composition of our Interest income (expense), net, including as a percentage of revenue, is presented in the following table:
| Three Months Ended |
||||||||||||
| April 4, |
March 29, |
|||||||||||
| (In thousands) |
2026 |
2025 |
% change |
|||||||||
| Interest income (expense), net |
$ | 1,269 | $ | 1,052 | 20.6 | % | ||||||
| Percentage of revenue |
0.7 | % | 0.9 | % | ||||||||
Interest income (expense) for the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025 increased primarily due to lower interest expense on long-term contractual obligations and reduced carrying costs on our revolving loan facility.
Other Income (Expense), net
The composition of our Other income (expense), net, including as a percentage of revenue, is presented in the following table:
| Three Months Ended |
||||||||||||
| April 4, |
March 29, |
|||||||||||
| (In thousands) |
2026 |
2025 |
% change |
|||||||||
| Other income (expense), net |
$ | (71 | ) | $ | (45 | ) | 57.8 | % | ||||
| Percentage of revenue |
(0.0 | )% | (0.0 | )% | ||||||||
Other income (expense) for the first quarter of fiscal 2026 and 2025 was primarily due to foreign currency effects.
Income Tax Expense
The composition of our Income tax expense is presented in the following table:
| Three Months Ended |
||||||||||||
| April 4, |
March 29, |
|||||||||||
| (In thousands) |
2026 |
2025 |
% change |
|||||||||
| Income tax expense |
$ | 5,449 | $ | 2,959 | 84.2 | % | ||||||
Our Income tax expense is partially offset by federal tax credits. The higher income tax expense for the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025 was primarily due to increased worldwide income, combined with federal tax credits and the impact of stock‑based compensation.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that we define as net income before net interest income (expense), income tax expense, depreciation and amortization, stock-based compensation, and other items that are considered unusual or not representative of underlying trends of our business, including but not limited to: legal expenses outside the ordinary course of business, transformation charges incurred in connection with our multi‑year strategic initiative to realign our organizational structure and modernize our technology platforms, restructuring, and other charges, if applicable for the periods presented.
We believe that the exclusion of the items eliminated in calculating Adjusted EBITDA provides useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA provides useful information in understanding and evaluating our operating results in the same manner as our management and our Board of Directors. Adjusted EBITDA should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. Other companies, including companies in our industry, may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of Adjusted EBITDA as a tool for comparison.
There are a number of limitations related to the use of Adjusted EBITDA rather than net income, which is the most directly comparable financial measure calculated in accordance with GAAP. Some of the limitations of Adjusted EBITDA include (i) Adjusted EBITDA does not properly reflect capital commitments to be paid in the future, and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these potential capital expenditures. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these expenses or any unusual or non-recurring items, as in the future we may incur expenses similar to the adjustments in this presentation. Evaluation of our performance should consider Adjusted EBITDA alongside other financial performance measures, including our net income and other GAAP results.
A reconciliation of Net income to Adjusted EBITDA, including as a percentage of revenue, is presented in the following table:
| Three Months Ended |
||||||||
| April 4, |
March 29, |
|||||||
| (In thousands) |
2026 |
2025 |
||||||
| GAAP Net income |
$ | 21,817 | $ | 5,022 | ||||
| GAAP Net income margin |
12.8 | % | 4.2 | % | ||||
| Interest (income) expense, net |
(1,269 | ) | (1,052 | ) | ||||
| Income tax expense |
5,449 | 2,959 | ||||||
| Amortization of acquired intangible assets |
20 | — | ||||||
| Depreciation and other amortization |
9,109 | 8,586 | ||||||
| Stock-based compensation (1) |
28,491 | 20,556 | ||||||
| Incentive compensation to be settled in equity (2) |
3,433 | 1,528 | ||||||
| Transformation charges |
— | 1,012 | ||||||
| Legal expenses (3) |
— | 533 | ||||||
| Restructuring and other |
703 | 936 | ||||||
| Adjusted EBITDA |
$ | 67,753 | $ | 40,080 | ||||
| Adjusted EBITDA margin |
39.6 | % | 33.4 | % | ||||
| (1) |
Includes stock-based compensation and related payroll tax expenses. |
|
| (2) | Includes accruals for the portion of our annual Corporate Incentive Plan that we intend to settle in equity and related payroll tax expenses. | |
| (3) |
Includes legal expenses outside the ordinary course of business, including those incurred defending against claims described in our 2025 10-K. |
Adjusted EBITDA increased for the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025 primarily as a result of higher revenue, partially offset by higher headcount-related expenses.
Liquidity and Capital Resources
The following sections discuss material changes in our financial condition from the end of fiscal 2025, including the effects of changes in our Consolidated Balance Sheets, and the effects of our credit arrangements and contractual obligations on our liquidity and capital resources. There continues to be uncertainty around the extent of market volatility, the impact of tariffs, inflationary pressures, interest rate changes, recessionary concerns, uncertainty in the financial and banking industry, and geopolitical tension, which may impact our liquidity and working capital needs in future periods.
We have historically financed our operating and capital resource requirements through cash flows from operations and from the issuance of long-term debt to fund acquisitions. Cash provided by or used in operating activities will fluctuate from period to period due to fluctuations in operating results, the timing and collection of accounts receivable, and required inventory levels, among other things.
We believe that our financial resources, including current cash and cash equivalents, cash flow from operating activities, and our credit facilities, will be sufficient to meet our liquidity and working capital needs through at least the next 12 months. On September 1, 2022, we entered into our 2022 Credit Agreement, as described in "Note 5 – Long-Term Debt" under Part I, Item 1 of this report. As of April 4, 2026, we did not have significant long-term commitments for capital expenditures. For further information on our cash commitments for operating lease liabilities, see "Note 7 – Leases" under Part I, Item 1 of this report.
In the future, we may continue to consider acquisition opportunities to further extend our product or technology portfolios and further expand our product offerings. In connection with funding capital expenditures, acquisitions, securing additional wafer supply, increasing our working capital, or other purposes, we may seek to obtain equity or additional debt financing. We may also seek to obtain equity or additional debt financing if we experience downturns or cyclical fluctuations in our business that are more severe or longer than we anticipated when determining our current working capital needs.
Cash and cash equivalents
| (In thousands) |
April 4, 2026 |
January 3, 2026 |
$ Change |
% Change |
||||||||||||
| Cash and cash equivalents |
$ | 139,956 | $ | 133,886 | $ | 6,070 | 4.5 | % | ||||||||
As of April 4, 2026, we had Cash and cash equivalents of $140.0 million, of which $56.4 million was held by our foreign subsidiaries. We manage our global cash requirements considering, among other things, (i) available funds among our subsidiaries through which we conduct business, (ii) the geographic location of our liquidity needs, and (iii) the cost to access international cash balances. The repatriation of non-US earnings may require us to withhold and pay foreign income tax on dividends. This should not result in our recording significant additional tax expense as we have accrued expense based on current withholding rates. As of April 4, 2026, we could access all cash held by our foreign subsidiaries without incurring significant additional expense.
The net increase in Cash and cash equivalents of $6.1 million between January 3, 2026 and April 4, 2026 was primarily driven by cash flows from the following activities:
Operating activities — Cash provided by operating activities results from net income adjusted for certain non-cash items and changes in assets and liabilities. Cash provided by operating activities for the first three months of fiscal 2026 was $50.3 million compared to $31.9
million for the first three months of fiscal 2025. This increase of $18.4 million was primarily driven by $27.6 million more cash provided by net income adjusted for non-cash items, partially offset by $9.2 million of net changes in working capital.
Investing activities — Investing cash flows consist primarily of transactions related to capital expenditures and payments for software and intellectual property licenses. Net cash used by investing activities in the first three months of fiscal 2026 was $15.4 million compared to $12.1 million in the first three months of fiscal 2025.
Financing activities — Financing cash flows consist primarily of repurchases of common stock, tax payments related to the net share settlement of restricted stock units, and proceeds from the acquisition of common stock under our employee stock purchase plan. Net cash used by financing activities was $28.8 million in the first three months of both fiscal 2026 and 2025. During the first three months of fiscal 2026, we repurchased 0.2 million shares of common stock for $15.0 million compared to the first three months of fiscal 2025, where we repurchased 0.4 million shares of common stock for $25.0 million. Payments for tax withholdings on vesting of RSUs partially offset by purchases under the employee stock purchase plan used net cash flows of $13.8 million in the first three months of fiscal 2026, an increase of $10.0 million from the net $3.8 million used in the first three months of fiscal 2025.
Accounts receivable, net
| (In thousands) |
April 4, 2026 |
January 3, 2026 |
$ Change |
% Change |
||||||||||||
| Accounts receivable, net |
$ | 118,106 | $ | 102,277 | $ | 15,829 | 15.5 | % | ||||||||
| Days sales outstanding |
63 | 64 | (1 | ) | ||||||||||||
Accounts receivable, net as of April 4, 2026 increased by $15.8 million, or 16%, compared to January 3, 2026. This increase was due to increased revenue and order scheduling through the quarter. We calculate Days sales outstanding on the basis of a 365-day year as Accounts receivable, net at the end of the quarter divided by sales during the quarter annualized and then multiplied by 365.
Inventories
| (In thousands) |
April 4, 2026 |
January 3, 2026 |
$ Change |
% Change |
||||||||||||
| Inventories |
$ | 88,231 | $ | 89,202 | $ | (971 | ) | (1.1 | )% | |||||||
| Days of inventory on hand |
151 | 178 | (27 | ) | ||||||||||||
Inventories as of April 4, 2026 decreased by $1.0 million, or 1%, compared to January 3, 2026 primarily as a result of our continued optimization of inventory to efficient levels for the business, which also decreased Days of inventory on hand over the period. We expect to build inventory as we see continued demand growth.
The Days of inventory on hand ratio compares the inventory balance at the end of a quarter to the cost of revenue in that quarter. We calculate Days of inventory on hand on the basis of a 365-day year as Inventories at the end of the quarter divided by Cost of revenue during the quarter annualized and then multiplied by 365.
Credit Arrangements
As of April 4, 2026, we had no used or unused credit arrangements beyond the secured revolving loan facility described in the 2022 Credit Agreement. The details of this arrangement are described in "Note 5 – Long-Term Debt" in the Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Share Repurchase Program
See Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds,” of this Quarterly Report on Form 10-Q for more information about the share repurchase program.
The information contained under the heading "New Accounting Pronouncements" in Note 1 – Basis of Presentation to our Consolidated Financial Statements in Part I, Item 1 of this report is incorporated by reference into this Part I, Item 2.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates. We assess these risks on a regular basis and have established policies that are designed to protect against the adverse effects of these and other potential exposures. There have been no material changes to either the foreign currency exchange rate risk or interest rate risk previously disclosed in Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," of our 2025 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
In connection with the filing of this Quarterly Report on Form 10-Q, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that occurred during the first quarter of fiscal 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
We do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
PART II. OTHER INFORMATION
The information set forth above under "Note 12 – Contingencies – Legal Proceedings" contained in the Notes to Consolidated Financial Statements is incorporated herein by reference.
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors associated with our business previously described in Part I, Item 1A, “Risk Factors,” in our 2025 10-K. There have been no material changes in the risk factors included in our 2025 10-K, and this report should be read in conjunction with the risk factors set forth in our 2025 10-K. These risk factors are not the only risks facing our company. Additional risks and uncertainties not presently known to us or that we may currently deem to be immaterial could materially adversely affect our business, financial condition, or operating results, including those related to adverse macroeconomic conditions, such as tariffs and trade disruptions, rising inflation, and labor shortages, which may affect demand for our products or increase our product or labor costs, negatively impacting our revenues, gross margins, and overall financial results. If any of these risks occur, our business, financial condition, operating results, and cash flows could be materially adversely affected, and the trading price of our common stock could decline. These factors, together with all of the other information in this Quarterly Report on Form 10-Q, including our unaudited condensed consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q, should be carefully considered before making an investment decision relating to our common stock.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
On December 5, 2025, we announced that our Board of Directors had approved a stock repurchase program pursuant to which up to $250 million of outstanding common stock could be repurchased from time to time (the "2026 Repurchase Program"). The 2026 Repurchase Program has no termination date and may be suspended or discontinued at any time. During the first quarter of fiscal 2026, we repurchased 165,913 shares for $15.0 million, for an average price paid per share of $90.41. All repurchases were open-market transactions funded from available working capital. All shares repurchased pursuant to the 2026 Repurchase Program were retired upon settlement.
The following table contains information regarding our repurchases of our common stock that is registered pursuant to Section 12 of the Securities Exchange Act of 1934 during the first quarter of fiscal 2026.
| Period |
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a) |
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs ($M) (b) |
||||||||||||
| January 4, 2026 through January 31, 2026 |
36,486 | $ | 84.19 | 36,486 | $ | 246.9 | ||||||||||
| February 1, 2026 through February 28, 2026 |
32,108 | $ | 92.40 | 32,108 | $ | 244.0 | ||||||||||
| March 1, 2026 through April 4, 2026 |
97,319 | $ | 92.08 | 97,319 | $ | 235.0 | ||||||||||
| Total |
165,913 | $ | 90.41 | 165,913 | $ | 235.0 | ||||||||||
| (a) | All repurchases during the quarter were open-market transactions funded from available working capital made under the authorization from our Board of Directors to purchase up to $250.0 million of our common stock announced December 5, 2025. | |
| (b) | As of April 4, 2026, this amount consisted of the remaining portion of the $250.0 million program that was announced December 5, 2025. |
Rule 10b5-1 Trading Plans
On , , , a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense condition of Rule 10b5-1(c), pursuant to which an estimated aggregate of
On , , , a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense condition of Rule 10b5-1(c), pursuant to which an estimated aggregate of
| Exhibit Number |
|
Description |
|
|
|
|
| 31.1 |
|
|
|
|
|
|
| 31.2 |
|
|
|
|
|
|
| 32.1 |
|
|
|
|
|
|
| 32.2 |
|
|
|
|
|
|
| 101.INS |
|
Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
|
|
|
|
| 101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
|
| 101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
| 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
| 101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
| 101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File - formatted in Inline XBRL and included in Exhibit 101 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
LATTICE SEMICONDUCTOR CORPORATION |
|
|
(Registrant) |
|
|
|
|
|
/s/ Lorenzo A. Flores |
|
|
Lorenzo A. Flores |
|
|
Senior Vice President, Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
Date: May 4, 2026