Lexar Media (NASDAQ:LEXR)
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Lexar Media, Inc. (Nasdaq:LEXR), a world leader in
advanced digital media technologies, today reported financial results
for the first quarter ended March 31, 2006. Lexar's GAAP results for
the first quarter of 2006 reflect the adoption of SFAS 123(R)
regarding the expensing of non-cash share-based compensation. In light
of Lexar's pending merger agreement with Micron Technology, Inc.
(NYSE:MU), Lexar will not be holding a conference call to discuss
these results.
Lexar recorded total first quarter revenues of $124.7 million as
compared to $232.4 million in the same period last year and $239.1
million in the previous quarter. License and royalty revenues
increased to $4.0 million for the first quarter as compared to $0.8
million in the same period last year and $9.7 million in the previous
quarter. Net loss for the first quarter was $36.8 million, or $0.45
per diluted share, as compared to a net loss of $9.6 million, or $0.12
per diluted share, in the same period last year and a net loss of
$23.8 million, or $0.29 per diluted share, in the previous quarter.
Included in the net loss for the three months ended March 31, 2006
is $1.9 million in stock based compensation expense.
Corporate Highlights
Lexar recently:
-- Announced the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, in connection with Micron's proposed acquisition of
Lexar. The transaction is subject to the satisfaction of
customary closing conditions, including approval by Lexar
stockholders.
-- Filed a formal complaint with the International Trade
Commission (ITC) against Toshiba Corporation, Toshiba America,
Inc., and Toshiba America Electronic Components, Inc. seeking
to halt the infringement of Lexar's intellectual property
rights.
-- Announced a partnership with SecureWave, a worldwide leader in
endpoint security software to develop and market an
enterprise-class privacy solution for controlling personal
storage devices.
About Lexar Media, Inc.
Lexar is a leading marketer and manufacturer of NAND flash memory
products including memory cards, USB flash drives, card readers and
ATA controller technology for the digital photography, consumer
electronics, industrial and communications markets. The company holds
over 97 issued or allowed controller and system patents, and licenses
its technology to companies including Olympus Corporation, Samsung
Electronics Co., Ltd., SanDisk Corporation and Sony Corporation. Lexar
sells its memory cards worldwide and through an exclusive agreement,
also sells memory cards under the Kodak(R) brand. Headquartered in
Fremont, California, Lexar has operations in countries around the
world. More information is available at www.lexar.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking information within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 and is subject to the safe
harbor created by those sections. These forward-looking statements
include statements related to projections about our business and
financial outlook, including statements regarding our proposed
acquisition by Micron, our ITC litigation against Toshiba and a
partnership to develop a new product. These forward-looking statements
involve a number of risks and uncertainties that could cause actual
results to differ materially from those anticipated by these
forward-looking statements. These risks include: competitive pricing
pressures, our operating results and gross margins are difficult to
predict and may fluctuate significantly; our planned acquisition by
Micron may not close or the closing may be delayed; our customers or
suppliers may not react positively to Micron's acquisition of us; the
ITC litigation against Toshiba may not be successful; there is no
assurance the partnership to develop a new product will result in a
successful product; the cost of flash memory is a significant part of
our products' cost structure, and if we are unable to obtain
sufficient quantities of flash memory in a timely manner and at
competitive prices, we may not be able to manufacture and deliver
products to satisfy our customers' requirements, compete effectively
in the market or maintain our targeted gross margins or market share;
future average selling prices may continue to erode due to excess
industry capacity and extreme price competition which may impact our
margins and our ability to maintain our position at our retail
accounts; many of our retail customers and distributors have price
protection which could require us to make large payments if we reduce
prices; if we are unable to manage our inventory levels, our operating
results will be negatively impacted; if we are unable to anticipate
demand and pricing of our products or effectively manage distributor
channels and relationships and changes in market conditions, our
operating results will be harmed; our licensing revenues may fluctuate
significantly as the payments from our recent agreement with Samsung
will be made over a short period of time and we may be unable to
secure new license or royalty revenue; increased competition in the
digital media market may lead to a decrease in our revenues and market
share; if we are unable to achieve or maintain our technology
leadership position or to obtain rights to develop and manufacture new
form factors on acceptable terms, our gross margins and revenues would
likely decline significantly; and we are involved in litigation, and
may become involved in additional litigation, the outlook of which is
highly uncertain, that could divert management's time and attention,
be time-consuming and expensive to defend and limit our access to
important technology. Readers should also refer to the risk factors
described in our filings with the Securities and Exchange Commission,
including our Annual Report on Form 10-K for our fiscal year ended
December 31, 2005, filed with the Securities and Exchange Commission
on March 16, 2006. We assume no obligation to update the
forward-looking information contained in this news release.
In addition, please refer to the documents that Micron and Lexar
file with the Securities and Exchange Commission on Forms S-4, 10-K,
10-Q and 8-K. The filings by each of Micron and Lexar identify and
address other important factors that could cause actual results to
differ materially from those contained in the forward-looking
statements set forth in this press release.
Additional Information About the Merger and Where to Find It
Micron has filed a registration statement on Form S-4
(Registration No. 333-132757) containing a preliminary
prospectus/proxy statement and other relevant materials in connection
with the proposed acquisition of Lexar by Micron. Investors and
security holders are urged to read the registration statement on Form
S-4 and the related preliminary proxy statement/prospectus, as well as
the definitive proxy statement/prospectus when it becomes available,
because they contain, and will contain, important information about
Micron, Lexar and the proposed merger. The definitive proxy
statement/prospectus will be mailed to Lexar stockholders that hold
shares of Lexar common stock as of the record date for the Lexar
special meeting related to the proposed merger. The preliminary
prospectus/proxy statement, the definitive proxy statement when
available, and any other documents filed by Micron or Lexar with the
SEC, may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC by Micron by
contacting Micron Investor Relations, Kipp Bedard, (208) 368-4465.
Investors and security holders may obtain free copies of the documents
filed with the SEC by Lexar by contacting Lexar Chief Financial
Officer, Michael Scarpelli, (510) 580-8730.
Micron, Steven Appleton, Micron's Chairman, Chief Executive
Officer and President, and certain of Micron's other executive
officers may be deemed to be participants in the solicitation of
proxies of Lexar stockholders in connection with the proposed merger.
Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests of Mr. Appleton and
certain of Micron's other executive officers in the solicitation by
reading the preliminary prospectus/proxy statement.
Lexar, Eric Stang, Lexar's Chairman, Chief Executive Officer and
President, and Lexar's other directors and executive officers may be
deemed to be participants in the solicitation of proxies of Lexar
stockholders in connection with the proposed merger. Such individuals
may have interests in the proposed merger, including as a result of
holding options or shares of Lexar common stock. Investors and
security holders may obtain more detailed information regarding the
names, affiliations and interests of Mr. Stang and Lexar's other
directors and executive officers in the solicitation by reading the
preliminary prospectus/proxy statement.
Lexar and the Lexar logo are trademarks of Lexar Media, Inc. All
other brand or product names are trademarks or registered trademarks
of their respective holders.
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LEXAR MEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
ASSETS
March 31, December 31,
2006 2005
---------- ------------
Current assets:
Cash, cash equivalents and short-term
investments $ 114,328 $ 171,318
Restricted cash 5,000 5,000
Accounts receivable, net 51,379 103,396
Inventories 70,788 117,055
Prepaid expenses and other current assets 10,312 9,197
---------- ------------
Total current assets 251,807 405,966
Property and equipment, net 10,815 10,823
Intangibles and other assets, net 9,631 2,928
---------- ------------
Total assets $ 272,253 $ 419,717
========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 38,435 $ 109,604
Accrued liabilities 77,128 73,328
Deferred license revenue and product margin 14,680 25,236
Short-term bank borrowings - 54,723
---------- ------------
Total current liabilities 130,243 262,891
Deferred license revenue, net of current
portion 19,000 4,000
Senior convertible notes payable 70,000 70,000
---------- ------------
Total liabilities 219,243 336,891
Total stockholders' equity 53,010 82,826
---------- ------------
Total liabilities and stockholders'
equity $ 272,253 $ 419,717
========== ============
LEXAR MEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
Three Months Ended
----------------------------------
March 31, December 31, April 1,
2006 2005 2005
---------- ------------ ----------
Net revenues:
Product revenues $ 120,633 $ 229,316 $ 231,633
License and royalty revenues 4,041 9,744 809
---------- ------------ ----------
Total net revenues 124,674 239,060 232,442
---------- ------------ ----------
Cost of product revenues 125,296 225,362 203,060
---------- ------------ ----------
Gross margin (622) 13,698 29,382
---------- ------------ ----------
Operating expenses:
Research and development 3,744 3,533 3,393
Sales and marketing 15,032 17,543 19,934
General and administrative 13,678 11,705 15,163
---------- ------------ ----------
Total operating expenses 32,454 32,781 38,490
---------- ------------ ----------
Loss from operations (33,076) (19,083) (9,108)
---------- ------------ ----------
Other income (expense):
Interest and other expense (1,448) (1,454) (484)
Interest and other income 997 876 126
Foreign exchange loss, net (282) (265) (102)
---------- ------------ ----------
Total other expense (733) (843) (460)
---------- ------------ ----------
Loss before income taxes (33,809) (19,926) (9,568)
Income taxes $ 3,008 $ 3,841 $ 18
---------- ------------ ----------
Net loss $ (36,817) $ (23,767) $ (9,586)
========== ============ ==========
Net loss per common share:
Basic $ (0.45) $ (0.29) $ (0.12)
Diluted $ (0.45) $ (0.29) $ (0.12)
Shares used in computing net loss
per common share calculation:
Basic 81,530 80,804 79,519
Diluted 81,530 80,804 79,519
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