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Lattice Semiconductor (NASDAQ: LSCC) posts record Q2 and $1.65B AMI deal

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lattice Semiconductor reported record Q2 2026 revenue of $201.1 million, up 62.2% year over year and 17.7% sequentially. GAAP gross margin was 70.3% and GAAP diluted EPS was $0.14, while non-GAAP gross margin was 71.7% and non-GAAP diluted EPS was $0.53. Adjusted EBITDA reached $86.4 million, a 43.0% margin, and operating cash flow was $88.3 million with free cash flow of $81.3 million and a 40.4% margin.

The company closed its $1.65 billion acquisition of AMI on July 27, 2026, funded with approximately $1 billion in cash and $650 million in common stock, resulting in about 5.2 million shares issued. AMI is expected to generate more than $200 million of 2026 revenue with non-GAAP gross margin above 75% and adjusted EBITDA margin around 40%, and the transaction is expected to be accretive to non-GAAP gross margin, EBITDA, free cash flow, and EPS. For Q3 2026, management guides FPGA revenue of $210–$230 million and total revenue of $245–$265 million including AMI, non-GAAP gross margin of 69.5% plus or minus 1%, and non-GAAP EPS of $0.54–$0.58.

Positive

  • Record Q2 2026 revenue of $201.1 million, up 62.2% year over year and 17.7% sequentially, with non-GAAP diluted EPS of $0.53 more than 120% higher year over year.
  • Strong profitability and cash generation, including adjusted EBITDA of $86.4 million (43.0% margin) and free cash flow of $81.3 million (40.4% margin) in Q2 2026.
  • Strategic $1.65 billion acquisition of AMI, expected to add over $200 million 2026 revenue with non-GAAP gross margin above 75% and approximately 40% adjusted EBITDA margin, and to be accretive to non-GAAP EPS, EBITDA, and free cash flow.
  • Robust Q3 2026 outlook with FPGA revenue guidance of $210–$230 million, total revenue of $245–$265 million, and non-GAAP EPS of $0.54–$0.58.

Negative

  • None.

Filing Explained

Because the AMI acquisition was completed on July 27, 2026, the approximately $650 million of consideration paid in Lattice common stock resulted in approximately 5.2 million shares being issued, not merely reserved or proposed. Absent offsetting changes, that increases the share count and reduces existing holders’ percentage ownership.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Revenue $201.1 million Record revenue for quarter ended July 4, 2026; up 62.2% year over year
Q2 2026 Non-GAAP diluted EPS $0.53 Non-GAAP net income per diluted share in Q2 2026
Adjusted EBITDA Q2 2026 $86.4 million Adjusted EBITDA with 43.0% margin in Q2 2026
Q2 2026 Free cash flow $81.3 million Free cash flow in Q2 2026; 40.4% free cash flow margin
AMI acquisition value $1.65 billion Total consideration for acquisition of AMI announced July 27, 2026
AMI expected 2026 revenue more than $200 million Management expectation for AMI calendar 2026 revenue
Q3 2026 total revenue guidance $245–$265 million Expected Lattice revenue including two months of AMI in Q3 2026
adjusted EBITDA financial
"GAAP net income margin with <b>adjusted EBITDA</b> of $86.4 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
free cash flow margin financial
"non-GAAP free cash flow and <b>free cash flow margin</b> of 40.4%"
Free cash flow margin is a measure of how much cash a company generates relative to its sales, showing the percentage of revenue that remains after covering operating expenses and investments in growth. It indicates how efficiently a company turns its sales into available cash that can be used for things like paying dividends, reducing debt, or expanding the business. A higher margin suggests better financial health and more flexibility to invest or return value to shareholders.
Post-Quantum Cryptography technical
"won a 2026 award in the Best <b>Post-Quantum Cryptography</b> category"
Post-quantum cryptography is a set of new methods for scrambling data so it stays secure even if powerful quantum computers exist; think of replacing today’s locks with designs that a future high‑speed lockpicker cannot open. For investors, it matters because companies must upgrade systems, meet regulations, and protect customer and trade data—creating costs, competitive advantages, or legal and reputational risks depending on how quickly and effectively they adopt these new security standards.
A/R Days Revenue Outstanding (DSO) financial
"Balance Sheet Information shows <b>A/R Days Revenue Outstanding (DSO)</b>"
bridge facility debt cost amortization financial
"<b>Bridge facility debt cost amortization</b> of 876 in interest reconciliation"
Revenue $201.1 million up 62.2% year over year and 17.7% sequentially
GAAP diluted EPS $0.14 $0.12 increase vs Q2 2025
Non-GAAP diluted EPS $0.53 more than 120% year-over-year growth
Adjusted EBITDA margin 43.0% up 890 basis points year over year
Guidance

For Q3 2026, FPGA revenue expected at $210–$230 million; total revenue $245–$265 million including AMI; non-GAAP gross margin 69.5% ±1%; non-GAAP operating expenses $83–$90 million; non-GAAP tax rate 4–6%; non-GAAP EPS $0.54–$0.58.

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FAQ

What were Lattice Semiconductor (LSCC)'s Q2 2026 revenue and growth?

Lattice reported Q2 2026 revenue of $201.1 million, up 62.2% year over year and 17.7% sequentially. This marked record quarterly revenue driven by strength in compute and communications and recovery in industrial and embedded end markets.

How profitable was Lattice Semiconductor (LSCC) in Q2 2026 on a non-GAAP basis?

Non-GAAP diluted EPS was $0.53 in Q2 2026, more than 120% higher year over year. Non-GAAP gross margin reached 71.7%, adjusted EBITDA was $86.4 million, and adjusted EBITDA margin improved to 43.0%.

What are the key terms of Lattice Semiconductor's acquisition of AMI?

Lattice closed a $1.65 billion acquisition of AMI, funded with about $1 billion in cash and $650 million in common stock, issuing roughly 5.2 million shares. The deal is expected to be accretive to non-GAAP gross margin, EBITDA, free cash flow, and EPS.

What financial impact is AMI expected to have on Lattice Semiconductor (LSCC)?

AMI is expected to generate more than $200 million of revenue in calendar 2026, with non-GAAP gross margin projected to exceed 75% by year-end and adjusted EBITDA margins of about 40%, supporting Lattice’s $1 billion+ annual revenue run rate trajectory.

What guidance did Lattice Semiconductor (LSCC) provide for Q3 2026?

For Q3 2026, Lattice expects FPGA revenue of $210–$230 million and total revenue of $245–$265 million including AMI. Non-GAAP gross margin is guided to 69.5% ±1%, with non-GAAP EPS of $0.54–$0.58 and a 4–6% non-GAAP tax rate.

How strong was Lattice Semiconductor's cash flow in Q2 2026?

GAAP net cash from operating activities was $88.3 million in Q2 2026, a 43.9% operating cash flow margin. Non-GAAP free cash flow was $81.3 million, representing a 40.4% free cash flow margin, highlighting significant cash generation.

How did Lattice Semiconductor (LSCC) perform by end market in Q2 2026?

In Q2 2026, compute and communications revenue was $126.0 million, or 63% of total revenue, while industrial and embedded revenue was $75.1 million, or 37%, reflecting broad-based growth across key end markets.
false 0000855658 0000855658 2026-08-04 2026-08-04
 


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 4, 2026

Lattice Semiconductor Corporation
(Exact name of registrant as specified in its charter)

 
Delaware
000-18032
93-0835214
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
5555 NE Moore Court
Hillsboro, Oregon 97124
(Address of principal executive offices, including zip code)
(503) 268-8000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $.01 par value
LSCC
NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐ 


 

Item 2.02. Results of Operations and Financial Condition.
 
On August 4, 2026, the Company issued a press release announcing the Company's financial results for the quarter ended July 4, 2026. A copy of the press release is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K. The information in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
The following exhibits are being furnished herewith:
 
 
Exhibit No.
 
Description
99.1
 
Press Release, dated August 4, 2026 (furnished herewith).
104   Cover Page Interactive Data File (formatted as Inline XBRL).
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
LATTICE SEMICONDUCTOR CORPORATION
       
 
 
By:
/s/ Lorenzo A. Flores
Date:
August 4, 2026
 
Lorenzo A. Flores
Senior Vice President, Chief Financial Officer
 
 
 
 
 
 
2
 

Exhibit 99.1

 

NEWS RELEASE

latticelogo.jpg
 

CONTACTS

 

MEDIA:

INVESTORS:

Sophia Hong

Rick Muscha

Lattice Semiconductor Corporation Lattice Semiconductor Corporation

503-268-8786

408-826-6000

Sophia.Hong@latticesemi.com

Rick.Muscha@latticesemi.com

 

LATTICE SEMICONDUCTOR REPORTS RECORD 2Q26 REVENUE, UP 62% YOY

Record Compute & Communications Revenue and Continued Industrial & Embedded Revenue Recovery 

AMI Acquisition Closed Creating Most Complete Secure Management and Control Platform

Guides 65% 3Q26 YOY FPGA Revenue Growth and Even Faster EPS Growth

 

HILLSBORO, Ore. – Aug. 4, 2026 – Lattice Semiconductor Corporation (Nasdaq: LSCC), the low power programmable leader, announced financial results today for the fiscal second quarter ended July 4, 2026.

 

Revenue for the second quarter of 2026 was $201.1 million, with GAAP gross margin of 70.3%, and GAAP net income of $0.14 per diluted share. On a non-GAAP basis, gross margin was 71.7%, with net income per diluted share of $0.53. GAAP net income and GAAP net income margin for the second quarter of 2026 were $19.4 million and 9.6%, respectively, with adjusted EBITDA of $86.4 million, which is a 43.0% adjusted EBITDA margin for the second quarter of 2026. GAAP net cash flow from operating activities and operating cash flow margin for the second quarter of 2026 were $88.3 million and 43.9%, respectively, which corresponds to non-GAAP free cash flow and free cash flow margin of $81.3 million and 40.4%, respectively.

 

Ford Tamer, Chief Executive Officer, said, "We delivered an exceptional second quarter, achieving record revenue of $201 million and non-GAAP EPS of $0.53, up 62% and more than 120% year-over-year, respectively. Both metrics exceeded the high end of our guidance. The combination of strong customer demand, accelerating backlog and sustained design win momentum gives us increased confidence in continued market share gains and profitable growth. This is reflected in our third-quarter outlook of $220 million at the midpoint or 65% year-over-year revenue growth in our FPGA business, and $255 million at the midpoint with two months of AMI revenue included. This gets us to a $1 billion revenue run rate, ahead of expectations. With the acquisition close now behind us, we are pleased to welcome the talented AMI team to Lattice, and look forward to building the most complete secure management and control platform to benefit our customers."

 

Lorenzo Flores, Chief Financial Officer, said, "Our second quarter results demonstrate the operating leverage and earnings power of the Lattice business model, as accelerating revenue growth translated into even stronger profitability and cash flow. We continue to invest strategically to advance our leadership in small- and mid-range FPGAs and broaden the reach of our highly differentiated companion chip strategy. We are seeing growth across our end markets, expanding our customer reach, and believe Lattice is well positioned to drive sustained growth, continued margin strength, and generate increasing free cash flow, and shareholder value."

 

1

 

 

Selected Second Quarter 2026 Financial Results and Comparisons (in thousands, except per share data)

 

   

GAAP Financial Results (unaudited)

   

Q2 2026

   

Q1 2026

   

Q2 2025

   

Q/Q

 

Y/Y

Revenue

  $ 201,079     $ 170,897     $ 123,971    

17.7%

 

62.2%

Gross Margin %

    70.3 %     68.8 %     68.4 %   150 bps  

190 bps

R&D Expense %

    31.9 %     29.7 %     35.1 %   220 bps  

(320) bps

SG&A Expense %

    25.0 %     23.5 %     28.1 %   150 bps  

(310) bps

Operating Expenses

  $ 118,979     $ 91,564     $ 80,045    

29.9%

 

48.6%

Income from Operations

  $ 22,353     $ 26,068     $ 4,706     (14.3)%  

375.0%

Net Income (loss)

  $ 19,359     $ 21,817     $ 2,913     (11.3)%  

564.6%

Net Income (loss) per Share - Basic

  $ 0.14     $ 0.16     $ 0.02     $(0.02)  

$ 0.12

Net Income (loss) per Share - Diluted

  $ 0.14     $ 0.16     $ 0.02     $(0.02)  

$ 0.12

Net Income (loss) Margin

    9.6 %     12.8 %     2.3 %   (320) bps  

730 bps

Operating Cash Flow Margin

    43.9 %     29.4 %     31.1 %   1450 bps  

1280 bps

 

   

Non-GAAP* Financial Results (unaudited)

   

Q2 2026

   

Q1 2026

   

Q2 2025

   

Q/Q

 

Y/Y

Revenue (GAAP)

  $ 201,079     $ 170,897     $ 123,971    

17.7%

 

62.2%

Gross Margin %

    71.7 %     70.0 %     69.3 %  

170 bps

 

240 bps

R&D Expense %

    21.3 %     21.8 %     25.1 %  

(50) bps

 

(380) bps

SG&A Expense %

    12.1 %     13.9 %     16.8 %  

(180) bps

 

(470) bps

Operating Expenses

  $ 67,110     $ 60,839     $ 51,834    

10.3%

 

29.5%

Income from Operations

  $ 77,102     $ 58,715     $ 34,084    

31.3%

 

126.2%

Net Income

  $ 74,410     $ 56,970     $ 32,597    

30.6%

 

128.3%

Net Income per Share - Basic

  $ 0.54     $ 0.42     $ 0.24    

$ 0.12

 

$ 0.30

Net Income per Share - Diluted

  $ 0.53     $ 0.41     $ 0.24    

$ 0.12

 

$ 0.29

Adjusted EBITDA Margin

    43.0 %     39.6 %     34.1 %  

340 bps

 

890 bps

Free Cash Flow Margin

    40.4 %     23.2 %     25.2 %  

1720 bps

 

1520 bps

* GAAP represents U.S. Generally Accepted Accounting Principles. Non-GAAP represents GAAP excluding the impact of certain activities, which the Company's management excludes in analyzing the Company's operating results and in understanding trends in the Company's earnings. Additional information relating to these measures is included below in “Non-GAAP Financial Measures.” For a reconciliation of GAAP to non-GAAP results, see accompanying tables "Reconciliation of U.S. GAAP to Non-GAAP Financial Measures."

 

 

Second Quarter 2026 Highlights:

 

Record New Product Revenue Growth: Revenue from new products grew more than 60% year over year and is tracking to exceed 25% of total revenue in 2026, led by AI-related server demand. 

  Record Design-Win Momentum Across Key Markets: Secured record design wins, led by Tier 1 customers across datacenter, communications, industrial, automotive, defense and robotics applications.
  Companion Chip Momentum: Continued strength in companion chip momentum with announced partnerships with ASPEED BMC at Computex, and Texas Instruments Radar Sensor demonstrated at NVIDIA GTC.
  Best Post-Quantum Cryptography: Lattice MachXO5™-NX TDQ FPGA family, which delivers unmatched security, reliability and flexibility, won a 2026 Cybersecurity Stars Award in the Best Post-Quantum Cryptography category.
  TIME'S America's Best Company: Lattice named one of America's Best Companies 2026 by Time and Statista Inc. based on employee satisfaction, revenue growth, and sustainability transparency.

 

2

 

Lattice Closes AMI Acquisition: Creates Most Complete Secure Management and Control Platform for Data Center AI and Physical AI

 

 

Acquisition Financial Details: On July 27, 2026, Lattice announced the completion of its $1.65 billion acquisition of AMI, comprising approximately $1 billion in cash and $650 million in Lattice common stock, adjusted based on the trading price of Lattice’s common stock prior to the completion of the acquisition resulting in the issuance of approximately 5.2 million shares. The transaction is expected to be accretive to gross margin, EBITDA, free cash flow, and EPS on a non-GAAP basis, and it supports Lattice’s trajectory toward $1 billion+ annual revenue run rate in Q3 2026.

  AMI Business Highlights: AMI’s revenue for calendar 2026 is expected to be more than $200 million, with a non-GAAP gross margin expected to exceed 75% by the end of 2026, and adjusted EBITDA margins of approximately 40%. 
  Even More Benefits to Customers: The combination brings together Lattice's industry-leading low power FPGA expertise and AMI's market-leading platform firmware and infrastructure manageability technology for cloud and AI, significantly expanding Lattice’s capability, scale, customer set, and addressable market.
  Commitment to Neutrality and Openness: AMI's silicon-neutral, open approach to platform firmware and infrastructure manageability is the foundation of its trusted relationships with hyperscalers, OEMs, ODMs, neocloud providers, and partners worldwide. Lattice remains committed to this neutrality as AMI operates within the combined company.
  Leadership: AMI will operate as a dedicated business unit within Lattice Semiconductor. The AMI business unit will be led by longtime AMI CEO, Sanjoy Maity, under the name AMI, a Lattice Company. Maity will report directly to CEO Ford Tamer, and focus on driving leadership platform firmware and infrastructure manageability innovation for cloud and AI.

 

Ford Tamer, Chief Executive Officer, said, “The addition of AMI’s capabilities expands the solutions we can provide for compute and communications, and broadens our relationships with hyperscalers, OEMs, ODMs and neocloud providers, while doubling our addressable market. AMI will continue to operate on an open, silicon-agnostic basis, preserving the neutrality and customer choice that are central to its value.”

 

For more information, please see the transaction announcement and related materials available on the investor relations section of www.latticesemi.com.

 

 

Business Outlook - Third Quarter of 2026:

 

FPGA revenue for the third quarter of 2026 is expected to be between $210 million and $230 million. Lattice revenue for the third quarter of 2026, including an approximate two-month contribution from AMI, is expected to be between $245 million and $265 million.

  Lattice gross margin for the third quarter of 2026, including an approximate two-month contribution from AMI, is expected to be 69.5% plus or minus 1% on a non-GAAP basis.
  Total operating expenses for the third quarter of 2026 are expected to be between $83 million and $90 million on a non-GAAP basis.
  Income tax rate for the third quarter of 2026 is expected to be between 4% and 6% on a non-GAAP basis.
  Net income for the third quarter of 2026 is expected to be between $0.54 and $0.58 per share on a non-GAAP basis.

Non-GAAP Financial Measures: In addition to financial measures prepared in accordance with generally accepted accounting principles (GAAP), this earnings release makes reference to non-GAAP financial measures. With respect to the outlook for the third quarter of 2026, certain items that affect reconciliation of non-GAAP financial measures for non-GAAP gross margin percentage, non-GAAP total operating expenses, non-GAAP income tax rate, and non-GAAP net income are not available on a forward-looking basis because such items cannot be reasonably calculated without unreasonable efforts due to the unpredictability of the amounts and timing of events affecting the items we exclude from non-GAAP financial measures, including certain large and/or unpredictable charges such as stock-based compensation expense; performance-based equity expense; legal expense outside the ordinary course of business; restructuring; impairment and acquisition related charges. Consequently, the Company is unable to calculate the most directly comparable GAAP measure to non-GAAP gross margin percentage, non-GAAP total operating expenses, non-GAAP income tax rate, non-GAAP EPS, and non-GAAP net income for the Company’s third quarter of 2026 guidance.

 

3

 

Investor Conference Call / Webcast Details:

 

Lattice Semiconductor will review the Company's financial results for the fiscal second quarter 2026, and business outlook on Tuesday, August 4 at 5:00 p.m. Eastern Time. The dial-in number for the live audio call is 1-877-407-3982 or 1-201-493-6780 with conference identification number 13761016. A live webcast of the conference call will also be available on the investor relations section of www.latticesemi.com. The Company's financial guidance will be limited to the comments on its public quarterly earnings call and the public business outlook statements contained in this press release.

 

Forward-Looking Statements Notice:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve estimates, assumptions, risks and uncertainties. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are neither historical facts nor assurances of future performance and may be forward-looking. Such forward-looking statements include, but are not limited to, statements relating to our revenue, EPS growth, and free cash flow and related drivers; future financial performance; market share; profitable growth; shareholder value, our expectations related to market recovery and growth including AI and data center-related growth; statements about operating leverage and margin expansion; statements about design win momentum, backlog strength, and our companion chip opportunity; our expectations regarding the acquisition of AMI, including expected benefits, integration, and expected accretive impact on non-GAAP gross margin, adjusted EBITDA, free cash flow, and EPS, and our trajectory toward a $1 billion+ or greater annual revenue run rate in Q3 2026; the statements under the heading “Lattice Closes AMI Acquisition: Creates Most Complete Secure Management and Control Platform for data center AI and physical AI” and “Business Outlook - Third Quarter of 2026.” Other forward-looking statements may be indicated by words such as “will,” “could,” “should,” “would,” “may,” “expect,” “plan,” “project,” “anticipate,” “intend,” “forecast,” “future,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue” or the negative of these terms or other comparable terminology.

Estimates of future revenue and other financial and operational outcomes are inherently uncertain due to factors such as: global economic conditions which may affect customer demand; the cyclical nature of the semiconductor industry including fluctuating customer and distributor purchasing patterns, inventory levels, and order timing; pricing and inflationary pressures; competitive actions; international trade disputes and sanctions; the impact of tariffs, trade restrictions, export controls, license requirements or similar actions on us or our suppliers and customers, including the impact on the costs of our products, the products into which they are integrated, and the impact on demand due to costs and uncertainty; the risk that we will not successfully integrate AMI's businesses within the anticipated timeframe, or that such integration will be more difficult, costly, or time-consuming than anticipated; the risk that we may fail to realize the anticipated benefits, synergies, cost savings, or accretive impact on gross margin, adjusted EBITDA, free cash flow, and EPS on a non-GAAP basis of the AMI acquisition within the expected timeframe or at all; and other significant risks and uncertainties that are beyond our ability to predict or control. Actual gross margin percentage, operating expenses, income tax rate, and net income on a per share basis could vary from the estimates on the basis of, among other things, changes in revenue levels, changes in product pricing and mix, changes in wafer, assembly, test and other costs, variations in manufacturing yields, our ability to secure sufficient supply to meet customer demand; the failure to sustain operational improvements, and the actual amount of compensation charges due to stock price changes.

Actual results may differ materially from our expectations and are subject to risks and uncertainties that relate more broadly to our overall business, including those described in our filings with the Securities and Exchange Commission, including Lattice’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, especially those under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations”, all of which are expressly incorporated herein by reference.

4

 

Lattice believes these and other risks and uncertainties could cause actual results to differ materially from the forward-looking statements. New risk factors emerge from time to time and it is not possible for the Company to predict all risk factors. You should not rely on forward-looking statements because actual results could differ materially from those expressed in any forward-looking statements. In addition, any forward-looking statement applies only as of the date on which it is made. The Company does not intend to and undertakes no obligation to update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

Non-GAAP Financial Measures:

Included within this press release and the accompanying tables and notes are certain non-GAAP financial measures that supplement the Company's consolidated financial information prepared in accordance with U.S. GAAP, including non-GAAP gross margin, gross margin percentage, R&D expense, SG&A expense, operating expenses, income from operations, income tax expense, net income, net income per share – basic, and net income per share – diluted, adjusted EBITDA, adjusted EBITDA margin, free cash flow, and free cash flow margin. The non-GAAP measures presented exclude charges and adjustments primarily related to stock-based compensation and related payroll tax effects; accruals related to the portion of our annual incentive plan that we intend to settle in shares of our common stock; transformation activities; legal expense outside the ordinary course of business; amortization of acquired intangible assets; restructuring plan and other charges; acquisition related charges, write-off of unamortized debt costs; and the estimated tax effect of these items, non-cash changes in net deferred income taxes, change in tax law and other tax adjustments; and depreciation and other amortization. These charges and adjustments are a result of periodic or non-core operating activities of the Company. The Company describes these non-GAAP financial measures and reconciles them to the most directly comparable GAAP measures in the tables and notes attached to this press release.

The Company's management believes that these non-GAAP financial measures provide an additional and useful way of viewing aspects of our performance that, when viewed in conjunction with our GAAP results, provide a more comprehensive understanding of the various factors and trends affecting our ongoing financial performance and operating results than GAAP measures alone. Management also uses these non-GAAP measures for strategic and business decision-making, internal budgeting, forecasting, and resource allocation processes and believes that investors should have access to similar data. The non-GAAP financial information used by the Company may differ from that used by other companies. These non-GAAP measures are included solely for informational and comparative purposes and are not meant as a substitute for GAAP and should be considered together with the consolidated financial information located in the tables attached to this press release.

 

About Lattice Semiconductor Corporation:

Lattice Semiconductor (Nasdaq: LSCC) is the low power programmable leader. We solve customer problems across the network, from the Edge to the Cloud, in the growing communications, computing, industrial, automotive and consumer markets. Our technology, long-standing relationships, and commitment to world-class support let our customers quickly and easily unleash their innovation to create a smart, secure, and connected world.


For more information about Lattice, please visit www.latticesemi.com. You can also follow us via LinkedIn, XFacebookYouTube, WeChat, or Weibo.

 

# # #

 

5

 

Lattice Semiconductor Corporation

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

 

   

Three Months Ended

   

Six Months Ended

 
   

July 4,

   

April 4,

   

June 28,

   

July 4,

   

June 28,

 
   

2026

   

2026

   

2025

   

2026

   

2025

 

Revenue

  $ 201,079     $ 170,897     $ 123,971     $ 371,976     $ 244,121  

Cost of sales

    59,747       53,265       39,220       113,012       77,642  

Gross margin

    141,332       117,632       84,751       258,964       166,479  

Operating expenses:

                                       

Research and development

    64,231       50,836       43,530       115,067       84,917  

Selling, general, and administrative

    50,278       40,105       34,811       90,383       67,937  

Amortization of acquired intangible assets

    19       20       13       39       13  

Restructuring and other

    22       603       1,691       625       1,932  

Acquisition related

    4,429                   4,429        

Total operating expenses

    118,979       91,564       80,045       210,543       154,799  

Income from operations

    22,353       26,068       4,706       48,421       11,680  

Interest income (expense), net

    (88 )     1,269       614       1,181       1,666  

Other income (expense), net

    (5,048 )     (71 )     (238 )     (5,119 )     (283 )

Income before income taxes

    17,217       27,266       5,082       44,483       13,063  

Income tax expense (benefit)

    (2,142 )     5,449       2,169       3,307       5,128  

Net income

  $ 19,359     $ 21,817     $ 2,913     $ 41,176     $ 7,935  
                                         

Net income per share:

                                       

Basic

  $ 0.14     $ 0.16     $ 0.02     $ 0.30     $ 0.06  

Diluted

  $ 0.14     $ 0.16     $ 0.02     $ 0.29     $ 0.06  
                                         

Shares used in per share calculations:

                                       

Basic

    137,049       136,814       137,112       136,932       137,399  

Diluted

    140,232       139,390       137,596       140,024       137,675  

 

 

6

 

Lattice Semiconductor Corporation

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

 

   

July 4,

   

January 3,

 
   

2026

   

2026

 

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 173,305     $ 133,886  

Accounts receivable, net

    120,024       102,277  

Inventories, net

    100,501       89,202  

Other current assets

    44,308       38,509  

Total current assets

    438,138       363,874  
                 

Property and equipment, net

    80,550       77,032  

Operating lease right-of-use assets

    36,161       39,459  

Intangible assets, net

    20,082       4,143  

Goodwill

    315,358       315,358  

Deferred income taxes

    62,454       62,675  

Other long-term assets

    23,438       20,579  
    $ 976,181     $ 883,120  
                 

Liabilities and Stockholders' Equity

               

Current liabilities:

               

Accounts payable

  $ 80,894     $ 56,518  

Accrued liabilities

    32,691       30,594  

Accrued payroll obligations

    31,281       30,561  

Total current liabilities

    144,866       117,673  
                 

Long-term operating lease liabilities, net of current portion

    32,591       36,127  

Other long-term liabilities

    11,197       15,266  

Total liabilities

    188,654       169,066  
                 

Stockholders' equity

    787,527       714,054  
    $ 976,181     $ 883,120  

 

 

7

 

Lattice Semiconductor Corporation

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

   

Six Months Ended

 
   

July 4,

   

June 28,

 
   

2026

   

2025

 

Cash flows from operating activities:

               

Net income

  $ 41,176     $ 7,935  

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

               

Stock-based compensation expense

    72,472       44,459  

Depreciation and amortization

    18,985       17,539  

Change in deferred income tax provision

    568       1,136  

Other non-cash adjustments

    9,615       4,164  

Net changes in assets and liabilities

    (4,259 )     (4,810 )

Net cash provided by (used in) operating activities

    138,557       70,423  

Cash flows from investing activities:

               

Capital expenditures

    (17,553 )     (15,846 )

Other investing activities

    (25,190 )     (7,782 )

Net cash provided by (used in) investing activities

    (42,743 )     (23,628 )

Cash flows from financing activities:

               

Repurchase of common stock

    (15,000 )     (70,855 )

Net cash flows related to stock compensation exercises

    (29,705 )     (5,729 )

Cash paid for debt issuance costs

    (11,749 )      

Net cash provided by (used in) financing activities

    (56,454 )     (76,584 )

Effect of exchange rate change on cash

    59       654  

Net increase (decrease) in cash and cash equivalents

    39,419       (29,135 )

Beginning cash and cash equivalents

    133,886       136,291  

Ending cash and cash equivalents

  $ 173,305     $ 107,156  
                 

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

               

Income taxes paid, net of refunds

  $ 3,333     $ 4,192  

Operating lease payments

  $ 5,276     $ 4,187  

 

 

8

 

Lattice Semiconductor Corporation

Supplemental Historical Financial Information

(unaudited)

 

   

Three Months Ended

 
   

July 4,

 

April 4,

 

June 28,

   

2026

 

2026

 

2025

Balance Sheet Information

                       

A/R Days Revenue Outstanding (DSO)

    54       63       63  

Inventory Days (DIO)

    153       151       218  
                         

Revenue % (by Geography)

                       

Asia

    79 %     78 %     67 %

Americas

    12 %     11 %     22 %

Europe (incl. Africa)

    9 %     11 %     11 %
                         

Revenue % (by End Market) (1)

                       

Compute and Communications

    63 %     62 %     55 %

Industrial and Embedded

    37 %     38 %     45 %
                         

Revenue $M (by End Market) (1)

                       

Compute and Communications

  $ 126.0     $ 106.6     $ 68.7  

Industrial and Embedded

  $ 75.1     $ 64.3     $ 55.3  
                         

Revenue % (by Channel)

                       

Distribution

    95 %     94 %     84 %

Direct

    5 %     6 %     16 %

 

(1)   Lattice Semiconductor previously announced that it has updated its disaggregated end market reporting to better reflect how the Company views its business. Effective beginning Q1 2026, Lattice Semiconductor will disaggregate revenue by end market into (i) Compute and Communications and (ii) Industrial and Embedded. Compute and Communications reflects a reordering of the Company's prior Communications and Computing end market, while Industrial and Embedded combines the Company's previously reported Industrial and Automotive, and Consumer end markets. This change represents a presentation-only update and has no impact on the Company’s consolidated financial results. Prior period end market information will be recast to conform to the new presentation to facilitate comparability.

 

 

9

Lattice Semiconductor Corporation

Reconciliation of U.S. GAAP to Non-GAAP Financial Measures

(in thousands, except per share data)

(unaudited)

 

   

Three Months Ended

 
    July 4,     April 4,     June 28,  
   

2026

   

2026

   

2025

 

Gross Margin Reconciliation

GAAP Gross margin

  $ 141,332     $ 117,632     $ 84,751  

Stock-based compensation - gross margin (1)

    2,632       1,687       1,105  

Incentive compensation to be settled in equity - gross margin (2)

    248       235       62  

Non-GAAP Gross margin

  $ 144,212     $ 119,554     $ 85,918  

 

Gross Margin % Reconciliation

GAAP Gross margin %

    70.3 %     68.8 %     68.4 %

Stock-based compensation - gross margin (1)

    1.3 %     1.1 %     0.8 %

Incentive compensation to be settled in equity - gross margin (2)

    0.1 %     0.1 %     0.1 %

Non-GAAP Gross margin %

    71.7 %     70.0 %     69.3 %

 

Research and Development Expense % (R&D Expense %) Reconciliation

GAAP R&D Expense %

    31.9 %     29.7 %     35.1 %

Stock-based compensation - R&D (1)

    (9.4 )%     (7.0 )%     (8.3 )%

Incentive compensation to be settled in equity - R&D (2)

    (1.2 )%     (0.9 )%     (0.5 )%

Transformation charges

    %     %     (1.2 )%

Non-GAAP R&D Expense %

    21.3 %     21.8 %     25.1 %

 

Selling, General, and Administrative Expense % (SG&A Expense %) Reconciliation

         

GAAP SG&A Expense %

    25.0 %     23.5 %     28.1 %

Stock-based compensation - SG&A (1)

    (11.5 )%     (8.7 )%     (10.3 )%

Incentive compensation to be settled in equity - SG&A (2)

    (1.4 )%     (0.9 )%     (0.5 )%

Legal expenses (3)

    %     %     (0.5 )%

Non-GAAP SG&A Expense %

    12.1 %     13.9 %     16.8 %

 

Operating Expenses Reconciliation

                       

GAAP Operating expenses

  $ 118,979     $ 91,564     $ 80,045  

Stock-based compensation - operations (1)

    (42,220 )     (26,804 )     (23,036 )

Incentive compensation to be settled in equity - operations (2)

    (5,179 )     (3,198 )     (1,212 )

Transformation charges

                (1,541 )

Legal expenses (3)

                (568 )

Amortization of acquired intangible assets

    (19 )     (20 )     (13 )

Restructuring and other

    (22 )     (703 )     (1,841 )

Acquisition related

    (4,429 )            

Non-GAAP Operating expenses

  $ 67,110     $ 60,839     $ 51,834  

 

(1)   Includes stock-based compensation and related payroll tax expenses.
(2)   Includes accruals for the portion of our annual 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 brought against the Company by Steven A.W. De Jaray, Perienne De Jaray and Darrell R. Oswalde.

 

10

Lattice Semiconductor Corporation

Reconciliation of U.S. GAAP to Non-GAAP Financial Measures

(in thousands, except per share data)

(unaudited)

 

    Three Months Ended  
    July 4,     April 4,     June 28,  
    2026     2026     2025  

Income from Operations Reconciliation

                       

GAAP Income from operations

  $ 22,353     $ 26,068     $ 4,706  

Stock-based compensation (1)

    44,852       28,491       24,141  

Incentive compensation to be settled in equity (2)

    5,427       3,433       1,274  

Transformation charges

                1,541  

Legal expenses (3)

                568  

Amortization of acquired intangible assets

    19       20       13  

Restructuring and other

    22       703       1,841  

Acquisition related

    4,429              

Non-GAAP Income from operations

  $ 77,102     $ 58,715     $ 34,084  

 

Income from Operations % Reconciliation

 

GAAP Income from operations %

    11.1 %     15.3 %     3.8 %

Cumulative effect of non-GAAP Gross Margin and Operating adjustments

    27.2 %     19.1 %     23.7 %

Non-GAAP Income from operations %

    38.3 %     34.4 %     27.5 %

 

Interest Income (Expense) Reconciliation

                       

GAAP Interest income (expense), net

  $ (88 )   $ 1,269     $ 614  

Bridge facility debt cost amortization

    876              

Non-GAAP Interest income (expense), net

  $ 788     $ 1,269     $ 614  

 

Other Income (Expense) Reconciliation

                       

GAAP Other income (expense), net

  $ (5,048 )   $ (71 )   $ (238 )

Write-off unamortized debt costs

    4,898              

Non-GAAP Other income (expense), net

  $ (150 )   $ (71 )   $ (238 )

 

Income Tax Expense (Benefit) Reconciliation

                       

GAAP Income tax expense

  $ (2,142 )   $ 5,449     $ 2,169  

Estimated tax effect of non-GAAP adjustments

    7,438       5,119       2,158  

Non-cash changes in net deferred income taxes

    (1,966 )     (7,625 )     (1,723 )

Change in tax law (4)

                (741 )

Non-GAAP Income tax expense

  $ 3,330     $ 2,943     $ 1,863  

 

(1)   Includes stock-based compensation and related payroll tax expenses.
(2)   Includes accruals for the portion of our annual 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 brought against the Company by Steven A.W. De Jaray, Perienne De Jaray and Darrell R. Oswalde.
(4)   Includes an increase in our provision for U.S. tax on foreign operations resulting from The 2017 Tax Cuts and Jobs Act and is related to the capitalization and subsequent amortization of R&D costs for tax purposes which was made permanent in the 2025 Tax Act in the third quarter of fiscal 2025.

 

11

Lattice Semiconductor Corporation

Reconciliation of U.S. GAAP to Non-GAAP Financial Measures

(in thousands, except per share data)

(unaudited)

 

    Three Months Ended  
    July 4,     April 4,     June 28,  
    2026     2026     2025  

Net Income Reconciliation

 

GAAP Net income (loss)

  $ 19,359     $ 21,817     $ 2,913  

Stock-based compensation (1)

    44,852       28,491       24,141  

Incentive compensation to be settled in equity (2)

    5,427       3,433       1,274  

Transformation charges

                1,541  

Legal expenses (3)

                568  

Amortization of acquired intangible assets

    19       20       13  

Restructuring and other

    22       703       1,841  

Acquisition related

    4,429              

Bridge facility debt cost amortization

    876              

Write-off unamortized debt costs

    4,898              

Estimated tax effect of non-GAAP adjustments

    (7,438 )     (5,119 )     (2,158 )

Non-cash changes in net deferred income taxes

    1,966       7,625       1,723  

Change in tax law (4)

                741  

Non-GAAP Net income

  $ 74,410     $ 56,970     $ 32,597  

 

Net Income Per Share Reconciliation

 

GAAP Net income (loss) per share - basic

  $ 0.14     $ 0.16     $ 0.02  

Cumulative effect of Non-GAAP adjustments

    0.40       0.26       0.22  

Non-GAAP Net income per share - basic

  $ 0.54     $ 0.42     $ 0.24  
                         

GAAP Net income (loss) per share - diluted

  $ 0.14     $ 0.16     $ 0.02  

Cumulative effect of Non-GAAP adjustments

    0.39       0.25       0.22  

Non-GAAP Net income per share - diluted

  $ 0.53     $ 0.41     $ 0.24  
                         

Shares used in per share calculations:

                       

Basic

    137,049       136,814       137,112  

Diluted

    140,232       139,390       137,596  

 

(1)   Includes stock-based compensation and related payroll tax expenses.
(2)   Includes accruals for the portion of our annual 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 brought against the Company by Steven A.W. De Jaray, Perienne De Jaray and Darrell R. Oswalde.
(4)   Includes an increase in our provision for U.S. tax on foreign operations resulting from The 2017 Tax Cuts and Jobs Act and is related to the capitalization and subsequent amortization of R&D costs for tax purposes which was made permanent in the 2025 Tax Act in the third quarter of fiscal 2025.

 

12

Lattice Semiconductor Corporation

Reconciliation of U.S. GAAP to Non-GAAP Financial Measures

(in thousands, except per share data)

(unaudited)

 

    Three Months Ended  
    July 4,     April 4,     June 28,  
    2026     2026     2025  

Reconciliation of Net income to Adjusted EBITDA

 

GAAP Net income (loss)

  $ 19,359     $ 21,817     $ 2,913  

Interest (income) expense, net

    88       (1,269 )     (614 )

Income tax expense (benefit)

    (2,142 )     5,449       2,169  

Amortization of acquired intangible assets

    19       20       13  

Depreciation and other amortization

    9,414       9,109       8,380  

Stock-based compensation (1)

    44,852       28,491       24,141  

Incentive compensation to be settled in equity (2)

    5,427       3,433       1,274  

Transformation charges

                1,541  

Legal expenses (3)

                568  

Restructuring and other

    22       703       1,841  

Acquisition related

    4,429              

Write-off unamortized debt costs

    4,898              

Adjusted EBITDA

  $ 86,366     $ 67,753     $ 42,226  

Adjusted EBITDA margin

    43.0 %     39.6 %     34.1 %

 

Reconciliation of Net income margin to Adjusted EBITDA margin

 

GAAP Net income (loss) margin

    9.6 %     12.8 %     2.3 %

Cumulative effect of EBITDA adjustments

    33.4 %     26.8 %     31.8 %

Adjusted EBITDA margin

    43.0 %     39.6 %     34.1 %

 

Reconciliation of GAAP Net Cash Provided by Operating Activities to Free Cash Flow

 

GAAP Net cash provided by operating activities

  $ 88,302     $ 50,255     $ 38,531  

Operating cash flow margin

    43.9 %     29.4 %     31.1 %

Capital expenditures

    (7,020 )     (10,533 )     (7,230 )

Free cash flow

  $ 81,282     $ 39,722     $ 31,301  

Free cash flow margin

    40.4 %     23.2 %     25.2 %

 

(1)   Includes stock-based compensation and related payroll tax expenses.
(2)   Includes accruals for the portion of our annual 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 brought against the Company by Steven A.W. De Jaray, Perienne De Jaray and Darrell R. Oswalde.

 

13

Filing Exhibits & Attachments

5 documents