In connection with the Emosyn acquisition, we issued the minority stockholder a put option. On the fourth anniversary date of the closing of the acquisition or if there is an earlier material change in business, the minority stockholder shall have the right to require SST to purchase all of its interest at the then current fair market value of the minority interest fair market value stock price. Refer to note 14 for additional information.

13

The total purchase price was allocated to the estimated fair value of the assets acquired and liabilities assumed as follows (in thousands):

 
Fair value of tangible net assets acquired........................  $    9,252
Existing technology...............................................       6,029
In-process research and development...............................       1,988
Trade name........................................................       1,093
Customer relationships............................................         549
Backlog...........................................................         712
Trade accounts payable, accrued expenses and other liabilities....      (3,621)
                                                                      ---------
  Total purchase price............................................  $   16,002
                                                                      =========
 

We valued the existing technology and in-process research and development, or IP R&D, utilizing a discounted cash flow model which uses forecasts of future revenues and expenses related to the intangible asset. We utilized a discount rate of 30% for existing technology, trade name and customer relationships, 50% for in-process research and development, and 18% for backlog, respectively. The existing technology and trade name are amortized to cost of revenues over their estimated lives of five years. The customer relationships and backlog are amortized to cost of revenues over their estimated lives of one to three years. As of March 31, 2005, existing technology, trade name, customer relationships and backlog are all included in intangible assets.

In-process research and development acquired of $2.0 million was expensed and included in other operating expenses as of the date of the acquisition.

G-Plus, Inc. On November 5, 2004, we purchased substantially all the assets of G-Plus Inc., or G-Plus, a privately held company located in Santa Monica, California. The acquisition was accounted for under the purchase method of accounting, and accordingly, the net assets and results of G-Plus' operations have been included in the consolidated financial statements since that date. G-Plus is a fabless semiconductor manufacturer specializing in the design and marketing of radio frequency ICs and monolithic microwave ICs for a wide range of wireless and multimedia applications. The acquisition provides us the opportunity to make SuperFlash the embedded memory of choice for wireless applications. We also believe that the acquisition will help G-Plus leverage our foundry relationships and manufacturing operation infrastructure in order to meet the rising demand for G-Plus wireless products.

The aggregate purchase price was $26.9 million, including $4.6 million of cash, common stock valued at $22.1 million and costs related to the acquisition of $200 thousand. The fair value of the 3,030,082 shares of our common stock issued to G-Plus was determined based on the average closing price of our common stock over a two-day trading period prior to the closing date. Below is a summary of the total preliminary purchase price (in thousands):

 
Cash..............................................................  $    4,600
Common stock......................................................      22,074
Acquisition direct costs..........................................         194
                                                                      ---------
  Total purchase price............................................  $   26,868
                                                                      =========
 

14

The total purchase price was allocated to the estimated fair value of the assets acquired and liabilities assumed as follows (in thousands):

 
 
Fair value of tangible net assets acquired........................  $    5,983
Existing technology...............................................       1,814
In-process research and development...............................       3,908
Customer relationships............................................         355
Backlog...........................................................          11
Goodwill..........................................................      15,600
Trade accounts payable, accrued expenses and other liabilities....        (803)
                                                                      ---------
  Total purchase price............................................  $   26,868
                                                                      =========
 

We valued the existing technology and in-process research and development, or IP R&D, utilizing a discounted cash flow model which uses forecasts of future revenues and expenses related to the intangible asset. We utilized a discount rate of 28% for existing technology and customer relationships, 30-35% for in-process research and development projects, and 26% for backlog, respectively. The existing technology is amortized to cost of revenues over its estimated life of four years. The customer relationships and backlog are amortized to cost of revenues over their estimated lives of one to three years. As of March 31, 2005, existing technology, customer relationships and backlog are all included in intangible assets.

In-process research and development acquired of $3.9 million was expensed and included in other operating expenses as of the date of the acquisition.

The following unaudited pro forma financial information presents the combined results of operations of Emosyn and G-Plus as if the acquisitions had occurred as of the beginning of 2004. The pro forma financial information does not necessarily reflect the results of operations that would have occurred had the combined companies constituted a single entity during such periods, and is not necessarily indicative of results which may be obtained in the future.

 
                                                          Three Months Ended
                                                               March 31,
                                                         ----------------------
                                                           2004         2005
                                                         ---------    ---------
Revenue.....................................           $  110,755   $   86,315
Net income (loss)...........................           $   12,064   $  (13,896)
Net income (loss) per share - basic.........           $     0.13   $    (0.14)
Net income (loss) per share - diluted.......           $     0.12   $    (0.14)
 

As discussed in note 8, our acquisitions of Emosyn and G-Plus included the acquisition of $10.6 million of finite-lived intangible assets. The acquisition of G-Plus also included the acquisition of $15.6 million of goodwill. The goodwill is not being amortized, but is tested for impairment annually, as well as when an event or circumstance occurs indicating a possible impairment in value.

15

As of March 31, 2005, our intangible assets consisted of the following (in thousands):

 
                                                  Accumulated
                                        Cost      Amortization    Net
                                      ---------   ----------   ----------
Existing technology................ $    7,843  $       852  $     6,991
Trade name.........................      1,093          121          972
Customer relationships.............        904          149          755
Backlog............................        723          400          323
                                      ---------   ----------   ----------
Balance at March 31, 2005.......... $   10,563  $     1,522  $     9,041
                                      =========   ==========   ==========
 

As of December 31, 2004, our intangible assets consisted of the following (in thousands):

 
                                                  Accumulated
                                        Cost      Amortization    Net
                                      ---------   ----------   ----------
Existing technology................ $    7,843  $       437  $     7,406
Trade name.........................      1,093           67        1,026
Customer relationships.............        904           73          831
Backlog............................        723          219          504
                                      ---------   ----------   ----------
Balance at December 31, 2004....... $   10,563  $       796  $     9,767
                                      =========   ==========   ==========
 

All intangible assets are being amortized on a straight-line method over their estimated useful lives. Existing technologies have been assigned useful lives of between four and five years (with a weighted average life of approximately 4.8 years). Trade names, customer relationships and backlogs have been assigned useful lives of five years, three years and one year, respectively.

Estimated future intangible asset amortization expense for the next five years is as follows (in thousands):

 
                                                Amortization of
                                               Intangible Assets
               Fiscal Year                        ----------
               2005 (Remaining 9 months)        $     1,958
               2006                                   2,179
               2007                                   2,105
               2008                                   1,809
               2009                                     990
                                                  ----------
                                                $     9,041
                                                  ==========
 

Our operations involve the design, development, manufacturing, marketing and technical support of our nonvolatile memory technology and products. We offer low to medium density devices that target a broad range of existing and emerging applications in the digital consumer, networking, wireless communications and Internet computing markets. Our products are differentiated based upon attributes such as density, voltage, access speed, package and predicted endurance. We also license our technology for use in non-competing applications.

We manage our business in six reportable segments: the Standard Memory Product Group, or SMPG, the Application Specific Product Group, or ASPG, the Special Product Group, or SPG, the Emosyn Products, or Emosyn, the SST Communications Corporation Products, or SCC, and Technology Licensing. We do not allocate operating expenses, interest and other income, interest expense, impairment of equity investments and provision for or benefit from income taxes to any of these segments for internal reporting purposes, as we do not believe that allocating these expenses are material in evaluating a business unit's performance.

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SMPG includes our standard flash memory product families: the Multi-Purpose Flash, or MPF, family and the Multi-Purpose Flash Plus, or MPF+, family. These product families allow us to produce products optimized for cost and functionality to support a broad range of mainstream applications that use nonvolatile memory products.

ASPG includes Concurrent SuperFlash, Serial Flash, Firmware Hub, or FWH, and Low Pin Count, or LPC, flash products. These products are designed to address specific applications such as cellular phones, hard disk drives and PCs. ASPG also includes flash embedded controllers such the ATA flash disk controller to consumer, industrial and mass data storage applications.

SPG includes ComboMemory, ROM/RAM Combos, the Small Sector Flash, or SSF, family, Multi-Time Programmable, or MTP, family, FlashFlex51 microcontrollers and other special flash products. These products are used in applications requiring low power and a small form factor such as cellular phones, wireless modems, MP3 players, pagers and personal digital organizers.

Emosyn includes flash memory based microprocessor chips. The Theseus Platinum product family specifically targets the smart card market through the sales of the TP-40, TP-62, TP-100 and TP-130 products. These products are used primarily in cell phone applications, and include such benefits of use as lower power consumption, long term data retention and high endurance of data access. We acquired a majority ownership of Emosyn LLC on September 10, 2004. The segment data is reflected from this date forward.

SCC includes RF transmitter, receiver, synthesizer, power amplifier and switch products. These products provide end-to-end RF solutions to enable wireless multimedia and broadband networking applications. We formed SST Communications Corporation and acquired the operations of G-Plus, Inc. on November 5, 2004. The segment data is reflected from this date forward.

Technology Licensing includes both license fees and royalties.

The following table shows our product revenues and gross profit (loss) for each segment (in thousands):

                                                  Three Months Ended            Three Months Ended
                                                    March 31, 2004                March 31, 2005
                                              -------------------------     -------------------------
                                                              Gross                         Gross
                                               Revenues       Profit         Revenues    Profit (Loss)
                                              -----------  ------------     -----------  ------------
SMPG........................................ $    64,333  $     16,727     $    44,144  $     (3,073)
ASPG........................................      18,075         5,406          19,819         6,261
SPG.........................................       8,962         2,955           6,715           411
Emosyn......................................          --            --           7,909         2,128
SCC.........................................          --            --             683          (179)
Technology Licensing........................      13,063        13,063           7,045         7,045
                                              -----------  ------------     -----------  ------------
                                             $   104,433  $     38,151     $    86,315  $     12,593
                                              ===========  ============     ===========  ============
 

The components of comprehensive income (loss), net of tax, are as follows (in thousands):

                                                                  Three Months Ended
                                                                      March 31,
                                                              ------------------------
                                                                 2004         2005
                                                              -----------  -----------
Net income (loss)........................................... $    14,233  $   (13,896)
 
Other comprehensive income:
   Change in net unrealized gains
      on investments, net of tax............................       4,924        3,901
   Cumulative translation adjustment........................          --           68
                                                              -----------  -----------
Total comprehensive income (loss)........................... $    19,157  $    (9,927)
                                                              ===========  ===========
 

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The components of accumulated other comprehensive income are as follows (in thousands):

                                                        December 31,    March 31,
                                                           2004          2005
                                                       ------------  ------------
Net unrealized gains on investments, net of tax...... $     16,515  $     20,416
Cumulative translation adjustment....................           27            95
                                                       ------------  ------------
                                                      $     16,542  $     20,511
                                                       ============  ============
 

The following table is a summary of our related party revenues and purchases for the three months ended March 31, 2004 and 2005, and our related party accounts receivable and accounts payable and accruals as of December 31, 2004 and March 31, 2005 (in thousands):

                                                 Three Months Ended            Three Months Ended
                                                    March 31, 2004                March 31, 2005
                                              -------------------------     -------------------------
                                               Revenues      Purchases       Revenues      Purchases
                                              -----------  ------------ -----------  ------------
Silicon Technology Co., Ltd................. $     1,596  $         --     $       699  $         --
Apacer Technology, Inc. & related entities..         595           707             324            --
Silicon Professional Technology Ltd.........      56,368            --          40,626            --
Grace Semiconductor Manufacturing Corp......          --         6,949             102        23,341
King Yuan Electronics Company, Limited......          --         8,185              --         9,168
Powertech Technology, Incorporated..........          --         3,196              --         3,702
                                              -----------  ------------     -----------  ------------
                                             $    58,559  $     19,037     $    41,751  $     36,211
                                              ===========  ============     ===========  ============
 

                                                   December 31, 2004             March 31, 2005
                                              -------------------------     -------------------------
                                                              Trade                         Trade
                                                 Trade       Accounts          Trade       Accounts
                                               Accounts    Payable and       Accounts    Payable and
                                              Receivable     Accruals       Receivable     Accruals
                                              -----------  ------------     -----------  ------------ 
Silicon Technology Co., Ltd................. $       322  $         --     $       314  $         --
Apacer Technology, Inc. & related entities..         458           320             239            --
Professional Computer Technology Limited....          --            72              --            33
Silicon Professional Technology Ltd.........      32,037           694          21,785           591
Grace Semiconductor Manufacturing Corp......         156        17,227             258        21,738
King Yuan Electronics Company, Limited......          --        13,702              --        14,510
Powertech Technology, Incorporated..........          --         3,867              --         3,133
                                              -----------  ------------     -----------  ------------
                                             $    32,973  $     35,882     $    22,596  $     40,005
                                              ===========  ============     ===========  ============
 

Professional Computer Technology Limited, or PCT, earns commissions for point-of-sales transactions to its customers. PCT's commissions are paid at the same rate as all of our other stocking representatives in Asia. In addition, we pay Silicon Professional Technology Ltd., or SPT, a wholly-owned subsidiary of PCT, a fee for providing logistics center functions. This fee is based on a percentage of revenue for each product shipped through SPT to our end customers. The fee paid to SPT covers the costs of warehousing and insuring inventory and accounts receivable, the personnel costs required to maintain logistics and information technology functions and the costs to perform demand forecasting, billing and collection of accounts receivable.

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13. Income Taxes

We determined that based upon our historical losses and other available objective evidence that there is sufficient uncertainty regarding the realizability of our deferred tax assets such that a full valuation allowance was required. Accordingly, we maintain a valuation allowance against our deferred tax assets at March 31, 2005. Our provision for the three months ended March 31, 2005 is related to foreign withholding and tentative minimum tax.

Actrans Systems Inc. On April 11, 2005, we entered into a Share Purchase Agreement to acquire all of the outstanding capital stock of Actrans Systems Inc., or Actrans, a company incorporated and existing under the laws of the Republic of China. Pursuant to the terms of the Share Purchase Agreement, we agreed to issue 4,358,255 shares of our Common Stock and approximately $4.9 million in cash to the shareholders of Actrans. On April 11, 2005, at the initial closing of the acquisition, 4,241,359 of the shares were issued and approximately $4.8 million in cash was paid. The remaining 116,896 shares of our Common Stock will be issued and approximately $131 thousand in cash will be paid, after the receipt of necessary approvals from the Hsinchu Science-Based Industry Park Administration of the Republic of China.

Emosyn. On April 15, 2005, we acquired the remaining minority interest of Emosyn for $3.1 million in cash, making Emosyn a wholly-owned subsidiary.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

We are a leading supplier of flash memory semiconductor devices for the digital consumer, networking, wireless communication and Internet computing markets.

The semiconductor industry has historically been cyclical, characterized by periodic changes in business conditions caused by product supply and demand imbalance. When the industry experiences downturns, they often occur in connection with, or in anticipation of, maturing product cycles and declines in general economic conditions. These downturns are characterized by weak product demand, excessive inventory and accelerated decline of selling prices. In some cases, downturns, such as the one we experienced from late 2000 through 2002, lasted for more than a year. We began to experience a slow recovery during 2002 through the first half of 2003. During the second half of 2003 and the first half of 2004, demand for our products increased sharply and we began to see improvements in the average selling prices of our products. However, we experienced a decrease in the average selling prices of our products as a result of the industry-wide oversupply and excessive inventory in the market in the second half of 2004 and the first quarter of 2005. Our business could be further harmed by industry-wide prolonged downturns in the future.

Our product sales are made primarily using short-term cancelable purchase orders. The quantities actually purchased by the customer, as well as shipment schedules, are frequently revised to reflect changes in the customer's needs and in our supply of product. Accordingly, our backlog of open purchase orders at any given time is not a meaningful indicator of future sales. Changes in the amount of our backlog do not necessarily reflect a corresponding change in the level of actual or potential sales.

We derived 90.0%, 86.0% and 82.7% of our net product revenues during 2003, 2004 and the three months ended March 31, 2005, respectively, from product shipments to Asia. Additionally, substantially all of our wafer suppliers and packaging and testing subcontractors are located in Asia.

Our top ten end customers, excluding transactions through stocking representatives and distributors, accounted for 37.7%, 29.1% and 33.4% of our net product revenues in 2003, 2004 and the three months ended March 31, 2005, respectively.

No single end customer, which we define as original equipment manufacturers, or OEMs, original design manufacturers, or ODMs, contract electronic manufacturers, or CEMs, or end users, represented 10.0% or more of our net product revenues during 2003, 2004 or the three months ended March 31, 2005.

Since 2001, we have been out-sourcing activities for our customer service logistics to support our customers. Currently Silicon Professional Technology Ltd., or SPT, supports our customers in Taiwan, China and other Southeast Asia countries. SPT provides planning, warehousing, delivery, billing, collection and other logistic functions for us in these regions. SPT is a wholly-owned subsidiary of one of our stocking representatives in Taiwan, Professional Computer Technology Limited, or PCT. Please see a description of our relationship with PCT under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Related Party Transactions" in our Annual Report on Form 10-K for the year ended December 31, 2004. Products

20

shipped to SPT are accounted for as our inventory held at our logistics center, and revenue is recognized when the products have been delivered and are considered as a sale to our end customers by SPT. For the year ended December 31, 2003 and 2004 and the three months ended March 31, 2005, SPT serviced end customer sales accounting for 64.2%, 52.9% and 51.3%, respectively, of our net product revenues recognized. As of December 31, 2004 and March 31, 2005, SPT represented 55.1% and 47.6% of our net accounts receivable, respectively.

We ship products to, and have accounts receivable from, OEMs, ODMs, CEMs, stocking representatives, distributors, and our logistics center. Our stocking representatives, distributors and logistics center reship our products to our end customers, including OEMs, ODMs, CEMs and end users. Shipments, by us or our logistic center, to our top three stocking representatives for reshipment accounted for 29.9%, 34.0% and 33.7% of our product shipments in 2003, 2004 and the three months ended March 31, 2005, respectively. In addition, the same three stocking representatives solicited sales, for which they received a commission, for 32.8%, 25.1% and 21.8% of our shipments to end users in 2003, 2004 and the three months ended March 31, 2005, respectively.

For information related to our revenue recognition and other critical accounting estimates, please refer to the "Critical Accounting Estimates" section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K for the year ended December 31, 2004.

Net revenues were $86.3 million for the first quarter of 2005 as compared to $104.1 million in the fourth quarter of 2004 and $104.4 million for the first quarter of 2004. Net revenues decreased compared to the fourth quarter of 2004 due to a decrease in unit shipment and average selling prices. Net revenues decreased compared to the first quarter of 2004 due to decreased average selling prices for our products and decreased technology license revenue, offset by increased unit shipments.

Product Revenues. Product revenues were $79.3 million in the first quarter of 2005 as compared to $96.5 million in the fourth quarter of 2004 and $91.4 million in the first quarter of 2004. Net revenues decreased compared to the fourth quarter of 2004 due to a decrease in unit shipment and average selling prices. The industry-wide oversupply and continued heavy competition caused a decrease in our blended average selling price of our products of 6.6%. Unit shipments decreased 11.6% from the fourth quarter of 2004 to the first quarter of 2005 as a result of weaker than expected demand in wireless communications and Internet computing segments. In particular, shipments to the smart card IC market decreased 41.7% after achieving record shipments in the fourth quarter of 2004. Product revenues decreased compared to the first quarter of 2004 due to decreased average selling prices for our products of 24.6% offset by increased unit shipments of 15.6%. Unit shipments fluctuate due to overall industry supply and demand.

Technology Licensing Revenues. Revenues from license fees and royalties were $7.0 million in the first quarter of 2005, as compared to $7.5 million in the fourth quarter of 2004 and $13.1 million in the first quarter of 2004. Revenues from license fees and royalties are recognized upon the licensees' acceptance of the delivery of our engineering milestones. The decease in revenue in the first quarter of 2005 compared to the first quarter of 2004 is due to higher license fees from new licensees in the first quarter of 2004. Revenues from technology licensing fluctuate upon the timing of the delivery of engineering milestones. We anticipate that revenues from technology licensing may fluctuate significantly in the future.

Gross profit was $12.6 million, or 14.6% of net revenues, in the first quarter of 2005 as compared to gross profit of $603 thousand, or 0.6% of net revenues, in the fourth quarter of 2004 and $38.2 million, or 36.5% of net revenues, in the first quarter of 2004. The increase in gross profit from the fourth quarter of 2004 to the first quarter of 2005 is primarily due to the provision for inventory and adverse purchase commitments of $27.8 million in the fourth quarter of 2004 versus the provision for inventory and adverse purchase commitments of $10.8 million in the

21

first quarter of 2005. This is offset by decreased average selling prices of our products of 6.6%, an 11.6% decrease in unit shipments and decreased license revenues of $489 thousand. The decrease in gross profit in the first quarter of 2005 when compared to the first quarter of 2004 is due primarily to increased provision for inventory and adverse purchase commitments and decreases in average selling prices in the first quarter of 2005 offset by increases in unit shipments. Product gross margin was 7.0% for the first quarter of 2005, compared to negative 7.2% for the fourth quarter of 2004 and 27.5% for the first quarter of 2004. The increase in product gross margin from the fourth quarter of 2004 to the first quarter of 2005 primarily relates to the inventory reserves provided. The decrease in product gross margin from the first quarter of 2004 to the first quarter of 2005 relates to decreased average selling prices of our products by 24.6%. For other factors affecting our gross profit, please also see "Business Risks - We incurred significant inventory valuation adjustments in 2003, 2004 and the first quarter of 2005 and we may incur additional significant inventory valuation adjustments in the future."

Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Operating expenses were $26.0 million, or 30.1% of net revenues, in the first quarter of 2005, compared to $27.9 million, or 26.8% of net revenues, in the fourth quarter of 2004, and $22.7 million, or 21.8% of net revenues, in the first quarter of 2004. The decrease of $1.9 million from the fourth quarter of 2004 was primarily due to the write off of $4.2 million of in-process research and development related to the acquisition of G-Plus in the fourth quarter of 2004 and a decrease of $756 thousand in the first quarter of 2005 related to bad debt provision, offset by increased headcount related expenses of $2.2 million and general and administrative related outside services of $961 thousand. The increase of $3.3 million from the first quarter of 2004 was primarily due to increased outside services of $2.0 million and headcount related expenses of $1.1 million. We anticipate that we will continue to devote substantial resources to research and development, sales and marketing and general and administrative, and that these expenses may increase in dollars.

Research and development. Research and development expenses include costs associated with the development of new products, enhancements to existing products, quality assurance activities and occupancy costs. These costs consist primarily of employee salaries and benefits and the cost of materials such as masks, wafers and evaluation parts. Research and development expenses were $12.0 million, or 13.9% of net revenues, during the first quarter of 2005, as compared to $11.5 million, or 11.0% of net revenues, during the fourth quarter of 2004 and $11.8 million, or 11.3% of net revenues, during the first quarter of 2004. Research and development expenses increased by 4.3% from the fourth quarter of 2004 primarily due to an increase of $585 thousand in headcount related expenses and $258 thousand in software licenses and support expenses offset by a decrease of depreciation expenses of $352 thousand. Research and development expenses increased by 1.4% from the first quarter of 2004 due primarily to an increase of $459 thousand in process qualification and outside services expenses and $290 thousand in software licenses and support expenses offset by $438 thousand in headcount related expenses. We expect that research and development expenses will increase in absolute dollars as we continue to develop new products and enhance existing products.

Sales and marketing. Sales and marketing expenses consist of commissions, headcount and related costs, as well as travel, entertainment and promotional expenses. Sales and marketing expenses were $7.3 million, or 8.5% of net revenues, in the first quarter of 2005, as compared to $6.8 million, or 6.6% of net revenues, in the fourth quarter of 2004 and $6.9 million, or 6.6% of net revenues, during the first quarter of 2004. Sales and marketing expenses increased 7.4% from the fourth quarter of 2004 to the first quarter of 2005 primarily due to an increase of $412 thousand in headcount related expenses. Sales and marketing expenses increased 5.9% from the first quarter of 2004 to the first quarter of 2005. The increase was primarily attributable to an increase of $513 thousand in headcount related expenses and $478 thousand in travel, samples freight and other selling related expenses, offset by decreases of $412 thousand in commissions due to lower product revenues and $233 thousand in logistic center fees as a result of decreased revenues through our logistic center. Fluctuations in revenues will cause fluctuations in sales and marketing expenses as it impacts our commission expenses. In future periods, we expect sales and marketing expenses will increase in absolute dollars as we continue to expand our sales and marketing efforts.

General and administrative. General and administrative expenses consist of salaries and related costs for administrative, executive and finance personnel, recruiting costs, professional services and legal fees and allowances for doubtful accounts. General and administrative expenses were $6.7 million, or 7.8% of net revenues, in the first quarter of 2005, as compared to $5.5 million, or 5.2% of net revenues, in the fourth quarter of 2004 and $4.0 million, or 3.8% of net

22

revenues, during the first quarter of 2004. Expenses increased from the fourth quarter of 2004 by 22.9% primarily due to an increase of $1.2 million in headcount related expenses, $961 thousand in outside services, largely attributable to costs associated with compliance under Sarbanes-Oxley, and $244 thousand in legal fees, offset by a reduction of bad debt expenses of $756 due to lower receivables and a decrease of $352 thousand in depreciation expense. The increase in general and administrative expenses of 67.6% from the first quarter of 2004 was primarily due to increased outside services of $1.7 million mainly due to services related to compliance of Sarbanes-Oxley and headcount related expenses of $981 thousand. We anticipate that general and administrative expenses may increase in absolute dollars as we scale our facilities, infrastructure, and headcount to support our overall expected growth. We may also incur additional expenses in connection with the Atmel, shareholder class action and shareholder derivative litigation. For further information on this litigation see "Legal Proceedings."

Other operating expenses. In the fourth quarter of 2004, there were other operating expenses of $4.2 million. There were no other operating expenses during the first quarter of 2005 and the first quarter of 2004. The $4.2 million of operating expenses in the fourth quarter of 2004 related to in-process research and development expenses from acquisitions, of which $3.9 million related to the acquisition of G-Plus in the fourth quarter of 2004 and $251 thousand related to the Emosyn acquisition.

Interest and other income. Interest and other income was $327 thousand, or 0.4% of net revenues, during the first quarter of 2005, as compared to $405 thousand, or 0.4% of net revenues, during the fourth quarter of 2004 and $394 thousand, or 0.4% of net revenues, during the first quarter of 2004. Interest income decreased both from the fourth and first quarters of 2004 to the first quarter of 2005 due to a decrease in invested cash.

Interest and other expense. Interest and other expense was $147 thousand for the first quarter of 2005 as compared to $96 thousand for the fourth quarter of 2004 and $54 thousand for the first quarter of 2004. Interest expense relates to interest on our notes payable.

We maintained a full valuation allowance on our net deferred tax assets as of March 31, 2005. The valuation allowance was determined in accordance with the provisions of Statement of Financial Accounting Standards No. 109, or SFAS No. 109, "Accounting for Income Taxes," which requires an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable; such assessment is required on a jurisdiction by jurisdiction basis. Cumulative losses incurred in the U.S. in recent years represented sufficient negative evidence under SFAS No. 109 and accordingly, a full valuation allowance was recorded against U.S. deferred tax assets. We intend to maintain a full valuation allowance in the U.S. deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.

Our tax provision for the first quarter of 2005 was $746 thousand, which consists primarily of foreign withholding taxes and tentative minimum tax.

Our operations involve the design, development, manufacturing, marketing and technical support of our nonvolatile memory technology and products. We offer low to medium density devices that target a broad range of existing and emerging applications in the digital consumer, networking, wireless communications and Internet computing markets. Our products are differentiated based upon attributes such as density, voltage, access speed, package and predicted endurance. We also license our technology for use in non-competing applications. Our reportable segments are: the Standard Memory Product Group, or SMPG, the Application Specific Product Group, or ASPG, the Special Product Group, or SPG, the Emosyn Products, or Emosyn, the SST Communications Corporation Products, or SCC, and Technology Licensing. Refer to Note 10 of the Notes to the Unaudited Condensed Consolidated Financial Statements for revenue and gross profit information by reportable segment. Our analysis of the changes for each segment is discussed below.

SMPG includes our standard flash memory product families: the MPF family and the MPF+ family. SMPG revenues were $44.1 million for the first quarter of 2005, as compared to $51.6 million in the

23

fourth quarter of 2004 and $64.3 million in the first quarter of 2004. The decrease in revenues, both from the fourth and first quarters of 2004, was primarily due to decreases in average selling prices by 9.0% and 22.3%, respectively, and a 6.8% and 10.6% decrease in unit shipments from the fourth and first quarters of 2004, respectively. Gross margin increased from negative 27.4% in the fourth quarter of 2004 to negative 7.0% in the first quarter of 2005 primarily due to a provision for inventory and adverse commitments of $23.2 million in the fourth quarter of 2004 compared to $9.7 million in the first quarter of 2005. Gross margin decreased from 26.0% in the first quarter of 2004 to negative 7.0% in the first quarter of 2005 primarily due to a 22.3% decrease in average selling prices of our products and a $9.5 million increase in provisions for inventory and adverse purchase commitments related to lower of cost or market and excess inventory adjustments.

ASPG includes Concurrent SuperFlash, Serial Flash, Firmware Hub, or FWH, and Low Pin Count, or LPC, flash products. ASPG also includes flash embedded controllers such as the ATA controller. ASPG revenues were $19.8 million for the first quarter of 2005, as compared to $19.2 million in the fourth quarter of 2004 and $18.1 million in the first quarter of 2004. While unit shipments increased 21.5% from the fourth quarter of 2004, revenues remained fairly flat with an increase of 3.4% due to a 13.1% decrease in average selling prices. The increase in revenues from the first quarter of 2004 was primarily due to a 29.5% increase in unit shipments, offset by a 14.8% decrease in averge selling prices. Gross margin increased from 16.2% in the fourth quarter of 2004 to 31.6% in the first quarter of 2005 primarily due to the benefit of previously reserved inventory and to lower manufacturing costs achieved by transitioning manufacturing technology to lower geometries. Gross margin increased from 29.9% in the first quarter of 2004 to 31.6% in the first quarter of 2005 primarily due to lower manufacturing costs achieved by transitioning manufacturing technology to lower geometries and product mix, offset by a 14.8% decrease in average selling prices.

SPG includes ComboMemory, ROM/RAM Combos, SSF, MTP, FlashFlex51 microcontrollers and other special flash products. SPG revenues were $6.7 million for the first quarter of 2005, as compared to $11.8 million in the fourth quarter of 2004 and $9.0 million in the first quarter of 2004. The decrease in revenues from the fourth quarter of 2004 was primarily due to a 32.4% decrease in unit shipments combined with a 5.6% decrease in average selling prices. The decrease in revenues from the first quarter of 2004 was primarily due to decreased unit shipments by 20.1% and a 9.4% decrease in average selling prices. Gross margin decreased from 19.5% in the fourth quarter of 2004 and from 33.0% in the first quarter of 2004 to 6.1% in the first quarter of 2005. The decrease is primarily due to a $1.7 million provision for inventory and adverse purchase commitments in the first quarter of 2005, largely related to excess inventory, and a 9.4% and 5.6% decrease in average selling prices from the first and fourth quarter of 2004, respectively.

Revenue and gross profit related to technology licensing was $7.0 million in the first quarter of 2005, as compared to $7.5 million in the fourth quarter of 2004 and $13.1 million in the first quarter of 2004. Revenues from license fees and royalties are recognized upon the licensees' acceptance of the delivery of our engineering milestones. The decease in revenue in the first quarter of 2005 to the first quarter of 2004 is due to higher license fees from new licensees in the first quarter of 2004. Revenues from technology licensing fluctuate upon the timing of the delivery of engineering milestones. We anticipate that revenues from technology licensing may fluctuate significantly in the future.

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Related Party Transactions and Balances

The following table is a summary of our related party revenues and purchases for the quarters ended March 31, 2004 and 2005, and our related party accounts receivable and accounts payable and accruals as of December 31, 2004 and March 31, 2005 (in thousands). For a description of our relationship with these parties please see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Related Party Transactions" in our Annual Report on Form 10-K for the year ended December 31, 2004.

                                                 Three Months Ended            Three Months Ended
                                                    March 31, 2004                March 31, 2005
                                              -------------------------     -------------------------
                                               Revenues      Purchases       Revenues      Purchases
                                              -----------  ------------ -----------  ------------
Silicon Technology Co., Ltd................. $     1,596  $         --     $       699  $         --
Apacer Technology, Inc. & related entities..         595           707             324            --
Silicon Professional Technology Ltd.........      56,368            --          40,626            --
Grace Semiconductor Manufacturing Corp......          --         6,949             102        23,341
King Yuan Electronics Company, Limited......          --         8,185              --         9,168
Powertech Technology, Incorporated..........          --         3,196              --         3,702
                                              -----------  ------------     -----------  ------------
                                             $    58,559  $     19,037     $    41,751  $     36,211
                                              ===========  ============     ===========  ============
 

                                                   December 31, 2004             March 31, 2005
                                              -------------------------     -------------------------
                                                              Trade                         Trade
                                                 Trade       Accounts          Trade       Accounts
                                               Accounts    Payable and       Accounts    Payable and
                                              Receivable     Accruals       Receivable     Accruals
                                              -----------  ------------     -----------  ------------ 
Silicon Technology Co., Ltd................. $       322  $         --     $       314  $         --
Apacer Technology, Inc. & related entities..         458           320             239            --
Professional Computer Technology Limited....          --            72              --            33
Silicon Professional Technology Ltd.........      32,037           694          21,785           591
Grace Semiconductor Manufacturing Corp......         156        17,227             258        21,738
King Yuan Electronics Company, Limited......          --        13,702              --        14,510
Powertech Technology, Incorporated..........          --         3,867              --         3,133
                                              -----------  ------------     -----------  ------------
                                             $    32,973  $     35,882     $    22,596  $     40,005
                                              ===========  ============     ===========  ============
 

PCT continues to earn commissions for point-of-sales to its customers. PCT's commissions are paid at the same rate as all of our other stocking representatives in Asia. In addition, we continue to pay SPT a fee for providing logistics center functions. This fee is based on a percentage of revenue for each product shipped through SPT to our end customers. The fee paid to SPT covers the costs of warehousing and insuring inventory and accounts receivable, the personnel costs required to maintain logistics and information technology functions and the costs to perform billing and collection of accounts receivable.

Operating activities. Our operating activities used cash of $30.1 million for the three months ended March 31, 2005 as compared to $3.6 million for the three months ended March 31, 2004. While we reported a net loss of $13.9 in the first quarter of 2005, this loss included non-cash charges of $10.8 million for provision against inventory, $2.0 million of depreciation and amortization and $895 thousand for provision of sales returns. Our primary usage of operating cash flow in the first quarter of 2005 was the increase in inventory of $37.6 million. The increase in inventory was concentrated in the early part of the first quarter for production that was started in the fourth quarter of 2004. Also contributing to the increase in inventory was the lower shipment volumes of our high density and smart card IC products. We reduced wafer starts during the first quarter of 2005 and we expect our inventory levels will decrease in the second quarter of 2005. Cash used in operating activities was also impacted by a $5.8 million decrease in trade accounts payable and other accruals and liabilities. Cash used for inventory purchases and the payment of payables

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and other liabilities was offset by an $11.6 million reduction in related and unrelated parties accounts receivables and a decrease of $1.7 million in other assets. Accounts receivables decreased due to a combination of cash collection and lower product revenue in the first quarter. We measure the effectiveness of our collection efforts by an analysis of average days sales outstanding. Days sales outstanding was 48 days in the first quarter of 2005 as compared to 59 days in the first quarter of 2004. Collections of accounts receivable and related days sales outstanding will fluctuate in future periods due to the timing and amount of our future revenues, customer payment terms and the effectiveness of our collection efforts.

Investing activities. Our investing activities provided cash of $22.4 million for the first quarter of 2005 as compared to a cash usage of $27.7 million for the first quarter of 2004. Cash provided by investing activities in the first quarter of 2005 was primarily attributable to $23.6 million of cash from the net sales and maturities of available-for-sale investments, offset by $818 thousand in capital expenditures. In the first quarter of 2004, cash used in investing activity related to our additional investments in Grace Semiconductor Manufacturing Corporation of $33.2 million and capital expenditures of $1.8 million, offset by net sales of available-for-sale investments of $7.4 million.

Financing activities. Our financing activities provided cash of $2.5 million and $2.0 million during the first quarter of 2005 and 2004, respectively. Cash generated from financing activities in the first quarter of 2005 primarily related to the issuance of common stock under the employee stock purchase plan and the exercise of employee stock options totaling $1.6 million and the borrowing against the line of credit of $1.0 million. In the first quarter of 2004, cash generated from financing activities primarily related to issuance of common stock under the employee stock purchase plan and the exercise of employee stock options totaling $2.1 million.

Principal sources of liquidity at March 31, 2005 consisted of $75.2 million of cash, cash equivalents, and short-term available-for-sale investments.

As of March 31, 2005, other than as described below, there were no material changes in long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or any other long-term liabilities reflected on our condensed consolidated balance sheet as compared to December 31, 2004.

Purchase Commitments. As of March 31, 2005, we had outstanding purchase commitments with our foundry vendors of $65.0 million for delivery in 2005. We have recorded a liability of $1.1 million for adverse purchase commitments. In comparison, as of December 31, 2004, we had outstanding purchase commitments with our foundry vendors of $100.7 million for delivery in 2005, with a recorded liability of $8.3 million for adverse purchase commitments.

Lease Commitments. We have long-term, non-cancelable building lease commitments. In 2001 and the second quarter of 2004, we recorded charges to other operating expense of $756 thousand and $1.5 million, respectively, relating to operating leases for unoccupied buildings. These charges represent the estimated difference between the total discounted future sublease income and our discounted lease commitments relating to these buildings. At December 31, 2004 and March 31, 2005, payments made have reduced the recorded liability to $976 thousand and $636 thousand, respectively.

Operating Capital Requirements. We believe that our cash balances, together with the funds we expect to generate from operations, will be sufficient to meet our projected working capital and other cash requirements through at least the next twelve months. However, there can be no assurance that future events will not require us to seek additional borrowings or capital and, if so required, that such borrowing or capital will be available on acceptable terms. Factors that could affect our short-term and long-term cash used or generated from operations and as a result, our need to seek additional borrowings or capital include:

• the average selling prices of our products;
• customer demand for our products;
• the need to secure future wafer production capacity from our suppliers;
• the timing of significant orders and of license and royalty revenue; and
• unanticipated research and development expenses associated with new product introductions.

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Please also see "Business Risks - Our operating results fluctuate significantly, and an unanticipated decline in revenues may disappoint securities analyst or investors and result in a decline in our stock price."

On May 7, 2002, a judgment was entered against us regarding the infringement of two U.S. patents in the amount of $36.5 million. We appealed the judgment on July 16, 2002. On September 12, 2003 the Court of Appeals upheld the jury's verdict. On November 18, 2003 the Court of Appeals denied our request for a rehearing and in December 2003 we paid Atmel $37.8 million to satisfy the judgment including statutory interest accrued during the appeals for the patent '811 and 829'. The other patent remaining in the case, the '903 patent, is scheduled for trial on August 1, 2005. In the event of unfavorable outcome of the trial, we may have to make an additional payment. For more information, please also see "Business Risks - If we are accused of infringing the intellectual property rights of other parties we may become subject to time-consuming and costly litigation. If we lose, we could suffer a significant impact on our business and be forced to pay damages."

In January and February 2005, multiple putative shareholder class action complaints were filed against us and certain directors and officers in the United States District Court for the Northern District of California. Following the filing of the putative class action lawsuits, multiple shareholder derivative complaints were filed in California Superior Court for the County of Santa Clara, purportedly on behalf of SST against certain directors and officers. In the event of unfavorable outcome of the suits, we may be required to pay damages. For more information, please also see "Business Risks - If we become engaged in securities class action suits and derivative suits, we may become subject to consuming and costly litigation and divert management resources and could impact our stock price."

From time to time, we are also involved in other legal actions arising in the ordinary course of business. We have accrued certain costs associated with defending these matters. There can be no assurance the Atmel complaint, the shareholder class action complaints, the shareholder derivative complaints or other third party assertions will be resolved without costly litigation, in a manner that is not adverse to our financial position, results of operations or cash flows or without requiring royalty payments in the future which may adversely impact gross margins. No estimate can be made of the possible loss or possible range of loss associated with the resolution of these contingencies. As a result, no losses have been accrued in our financial statements as of March 31, 2005.

In December 2004, the FASB issued SFAS 123R (revised 2004), or SFAS 123R, "Share Based Payment." SFAS 123R is a revision of FASB 123 and supersedes APB No. 25. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for good or services or incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award over the period during which an employee is required to provide service for the award. The grant-date fair value of employee share options and similar instruments must be estimated using option-pricing models adjusted for the unique characteristics of those instruments unless observable market prices for the same or similar instruments are available. In addition, SFAS 123R requires a public entity measure the cost of employee services received in exchange for an award of liability instruments based on its current fair value and that the fair value of that award will be remeasured subsequently at each reporting date through the settlement date. In April 2005, the U. S. Securities and Exchange Commission adopted a new rule that amends the compliance dates of SFAS 123R. The effective date of SFAS 123R for us is for the first interim period of 2006. Although we have not yet determined whether the adoption of SFAS 123R will result in amounts that are similar to the current pro forma disclosures under SFAS123, we are evaluating the requirements under SFAS 123R and expect the adoption to have a significant adverse impact on our consolidated operating expenses.

In March 2005, the FASB issued FSP No. 46R-5, "Implicit Variable Interests under FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities", or FSP46R-5, which provides guidance for a reporting enterprise on whether it holds an implicit variable interest in a variable interest entity (VIE) or potential VIE when specific conditions exist. FSP46R-5 is effective the first period beginning after March 3, 2005 and, accordingly, is

27

being adopted by us as of April 1, 2005. We are currently evaluating the effect that the adoption of FSP46R-5 will have on our consolidated results of operations and financial condition but do not expect it to have a material impact.

Although we were profitable for the first three quarters of 2004, we incurred net losses for 2001, 2002, 2003 the fourth quarter of 2004 and the first quarter of 2005. Our operating results have fluctuated significantly and our past financial performance should not be used to predict future operating results. Our recent quarterly and annual operating results have fluctuated, and may continue to fluctuate, due to the following factors, all of which are difficult to forecast and many of which are out of our control:

As recent experience confirms, a downturn in the market for products such as personal computers and cellular telephones that incorporate our products can also harm our operating results.

Our operating expenses are relatively fixed, and we therefore have limited ability to reduce expenses quickly in response to any revenue shortfalls. Consequently, our operating results will be harmed if our revenues do not meet our projections. We may experience revenue shortfalls for the following reasons:

• sudden drops in consumer demand which may cause customers to cancel backlog, push out shipment schedules, or reduce new orders, possibly due to a slowing economy or inventory corrections among our customers;
• significant declines in selling prices that occur because of competitive price pressure during an over-supply market environment;

28

• sudden shortages of raw materials for fabrication, test or assembly capacity constraints that lead our suppliers to allocate available supplies or capacity to other customers which, in turn, harm our ability to meet our sales obligations; and
• the reduction, rescheduling or cancellation of customer orders.

In addition, political or economic events beyond our control can suddenly result in increased operating costs. For example, the terrorist attacks of September 11, 2001 have resulted in a substantial increase to our business insurance costs. In addition, under a recently approved standard, we will be required to record compensation expense on stock option grants, which may substantially increase our operating costs and impact our earnings (loss) per share.

We typically plan our production and inventory levels based on internal forecasts of customer demand, which are highly unpredictable and can fluctuate materially. The value of our inventory is dependent on our estimate of future average selling prices, and, if our projected average selling prices are over estimated, we may be required to adjust our inventory value to reflect the lower of cost or market. As of March 31, 2005, we had $176.2 million of inventory on hand, an increase of $19.6 million, or 12.5%, from December 31, 2004. Total valuation adjustments to inventory and adverse purchase commitments were $6.7 million in 2003, $35.9 million in 2004 and $10.8 million in the first quarter of 2005. Due to the large number of units in our inventory, even a small change in average selling prices could result in a significant adjustment and could harm our financial results. Some of our customers have requested that we ship them product that has a finished goods date of manufacture that is less than one year old. As of March 31, 2005, our allowance for excess and obsolete inventories includes an allowance for our on hand finished goods inventory with a date of manufacture of greater than two years old and for certain products with a date of manufacture of greater than one year old. In the event that this becomes a common requirement, it may be necessary for us to provide for an additional allowance for our on hand finished goods inventory with a date of manufacture of greater than one year old, which could result in a significant adjustment and could harm our financial results.

Due to possible customer changes in delivery schedules and cancellations of orders, our backlog at any particular date is not necessarily indicative of actual sales for any succeeding period. A reduction of backlog during any particular period, or the failure of our backlog to result in future revenue, could harm our business in the future. We experienced a sharp downturn in several of our markets late in 2000 through 2002, as our customers reacted to weakening demand for their products. We began to experience a slow recovery during 2002 through the first half of 2003. During the second half of 2003 and the first quarter of 2004, demand for our products increased sharply and we began to see improvements in the average selling prices of our products. However, during the second half of 2004 and the first quarter of 2005, we experienced a demand slow-down for our products. Our business could be harmed by industry-wide fluctuations in the future.

During 2003, 2004 and the three months ended March 31, 2005, our export product and licensing revenues accounted for 92.9%, 92.7% and 93.4% of our net revenues, respectively. Our international business activities are subject to a number of risks, each of which could impose unexpected costs on us that would harm our operating results. These risks include:

• difficulties in complying with regulatory requirements and standards;
• tariffs and other trade barriers;
• costs and risks of localizing products for foreign countries;
• reliance on third parties to distribute our products;
• extended accounts receivable payment cycles;
• potentially adverse tax consequences;
• limits on repatriation of earnings; and
• burdens of complying with a wide variety of foreign laws.

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In addition, we have made equity investments in companies with operations in China, Japan and Taiwan. The value of our investments is subject to the economic and political conditions particular to their industry, their countries and to foreign exchange rates and to the global economy. If we determine that a change in the recorded value of an investment is other than temporary, we will adjust the value of the investment. Such an expense could have a negative impact on our operating results.

We derived 90.0%, 86.0% and 82.7% of our net product revenues from Asia during 2003, 2004 and the three months ended March 31, 2005, respectively. Additionally, substantially all of our wafer suppliers and packaging and testing subcontractors are located in Asia. Any kind of economic, political or environmental instability in this region of the world can have a severe negative impact on our operating results due to the large concentration of our production and sales activities in this region. For example, during 1997 and 1998, several Asian countries where we do business, such as Japan, Taiwan and Korea, experienced severe currency fluctuation and economic deflation, which negatively impacted our revenues and also negatively impacted our ability to collect payments from customers. During this period, the lack of capital in the financial sectors of these countries made it difficult for our customers to open letters of credit or other financial instruments that are guaranteed by foreign banks. Finally, the economic situation during this period exacerbated a decline in selling prices for our products as our competitors reduced product prices to generate needed cash.

It should also be noted that we are greatly impacted by the political, economic and military conditions in Taiwan. Taiwan and China are continuously engaged in political disputes and both countries have continued to conduct military exercises in or near the other's territorial waters and airspace. Such disputes may continue and even escalate, resulting in an economic embargo, a disruption in shipping or even military hostilities. Any of these events could delay production or shipment of our products. Any kind of activity of this nature or even rumors of such activity could harm our operations, revenues, operating results, and stock price.

Terrorist attacks in the United States or abroad against American interests or citizens, U.S. retaliation for these attacks, threats of additional terrorist activity and the war in Iraq have caused our customer base to become more cautious. Any escalation in these events or similar future events may disrupt our operations or those of our customers, distributors and suppliers, affect the availability of materials needed to manufacture our products, or affect the means to transport those materials to manufacturing facilities and finished products to customers. In addition, these events have had and may continue to have an adverse impact on the U.S. and world economy in general and consumer spending in particular, which could harm our business.

We do not typically enter into long-term contracts with our customers. In addition, we cannot be certain as to future order levels from our customers. In the past, when we have entered into a long-term contract, the contract has generally been terminable at the convenience of the customer.

We rely on stocking representatives and distributors to establish and maintain customer relationships and to sell our products. These stocking representatives and distributors could discontinue their relationship with us or discontinue selling our products at any time. The majority of our stocking representatives are located in Asia. The loss of our relationship with any stocking representative or distributor could harm our operating results by impairing our ability to sell our products to our end customers.

We depend on SPT, our logistics center, to support many of our customers in Asia.

Since 2001, we have been increasing our out-sourcing activities with our customer service logistics to support our customers. Currently SPT supports our customers in Taiwan, China and other Southeast Asia countries. SPT provides planning, warehousing, delivery, billing, collection and

30

other logistic functions for us in these regions. SPT is a wholly owned subsidiary of one of our stocking representatives in Taiwan, PCT. During 2003, 2004 and the three months ended March 31, 2005, SPT serviced end customer shipments accounted for 64.2%, 52.9% and 51.3% of our net product revenues recognized, respectively. As of December 31, 2004 and March 31, 2005, the accounts receivable from SPT accounted for 55.1% and 47.6%, respectively, of our net accounts receivable. For further description of our relationships with PCT and SPT, please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operation - Related Party Transactions" in our Annual Report on Form 10-K for the year ended December 31, 2004.

We do not have any long-term contracts with SPT, PCT or SPAC, and SPT, PCT or SPAC may cease providing services to us at any time. If SPT, PCT or SPAC were to terminate their relationship with us we would experience a delay in reestablishing warehousing, logistics and distribution functions, which could impair our ability to collect accounts receivable from SPT and may harm our business.

We outsource substantially all of our manufacturing and testing activities. We currently buy all of our wafers and sorted die from a limited number of suppliers. Substantially all of our products are manufactured by six foundries, TSMC in Taiwan, Sanyo, Seiko-Epson and Yasu in Japan, Grace in China and Samsung in Korea. We have invested $83.2 million in GSMC, a Cayman Islands company, which owns a wafer foundry subsidiary, Grace, in Shanghai, China. We anticipate that these foundries, together with Shanghai Hua Hong NEC Electronic Company Limited, or HHNEC and Vanguard in Taiwan will manufacture substantially all of our products in 2005. If these suppliers fail to satisfy our requirements on a timely basis at competitive prices we could suffer manufacturing delays, a possible loss of revenues or higher than anticipated costs of revenues, any of which could harm our operating results.

Our revenues may be impacted by our ability to obtain adequate wafer supplies from our foundries. The foundries with which we currently have arrangements, together with any additional foundry at which capacity might be obtained, may not be willing or able to satisfy all of our manufacturing requirements on a timely basis at favorable prices. In addition, we have encountered delays in qualifying new products and in ramping-up new product production and we could experience these delays in the future. We are also subject to the risks of service disruptions, raw material shortages and price increases by our foundries. Such disruptions, shortages and price increases could harm our operating results.

In order to grow, we need to increase our present manufacturing capacity. We currently believe that the existing capacity plus additional future capacity from Grace, HHNEC and Vanguard available to us will be sufficient through 2005. However, events that we have not foreseen could arise which would limit our capacity. Similar to our aggregate $83.2 million investment in GSMC, we may determine that it is necessary to invest substantial capital in order to secure appropriate production capacity commitments. If we cannot secure additional manufacturing capacity on acceptable terms, our ability to grow will be impaired and our operating results will be harmed.

Our cost of revenues may increase if we are required to purchase manufacturing capacity in the future.

To obtain additional manufacturing capacity, we may be required to make deposits, equipment purchases, loans, joint ventures, equity investments or technology licenses in or with wafer fabrication companies. These transactions could involve a commitment of substantial amounts of our capital and technology licenses in return for production capacity. We may be required to seek additional debt or equity financing if we need substantial capital in order to secure this capacity and we cannot assure you that we will be able to obtain such financing.

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If our foundries fail to achieve acceptable wafer manufacturing yields, we will experience higher costs of revenues and reduced product availability.

The fabrication of our products requires wafers to be produced in a highly controlled and ultra-clean environment. Semiconductor companies that supply our wafers have, from time to time, experienced problems achieving acceptable wafer manufacturing yields. Semiconductor manufacturing yields are a function of both our design technology and the foundry's manufacturing process technology. Low yields may result from marginal design or manufacturing process drift. Yield problems may not be identified until the wafers are well into the production process, which often makes them difficult, time consuming and costly to correct. Furthermore, we rely on independent foundries for our wafers which increases the effort and time required to identify, communicate and resolve manufacturing yield problems. If our foundries fail to achieve acceptable manufacturing yields, we will experience higher costs of revenues and reduced product availability, which could harm our operating results.

Our wafer and product requirements typically represent a small portion of the total production of the foundries that manufacture our products. As a result, we are subject to the risk that a foundry will cease production on an older or lower-volume manufacturing process that it uses to produce our parts. Additionally, we cannot be certain our foundries will continue to devote resources to advance the process technologies on which the manufacturing of our products is based. Either one of these events could increase our costs and harm our ability to deliver our products on time.

We depend on independent subcontractors to assemble and test our products. Our reliance on these subcontractors involves the following significant risks:

• reduced control over delivery schedules and quality;
• the potential lack of adequate capacity during periods of strong demand;
• difficulties selecting and integrating new subcontractors;
• limited warranties on products supplied to us;
• potential increases in prices due to capacity shortages and other factors; and
• potential misappropriation of our intellectual property.

These risks may lead to increased costs, delayed product delivery or loss of competitive advantage, which would harm our profitability and customer relationships.

Due to the flash memory product cycle we usually require more than nine months to realize volume shipments after we first contact a customer. We first work with customers to achieve a design win, which may take three months or longer. Our customers then complete the design, testing and evaluation process and begin to ramp up production, a period which typically lasts an additional six months or longer. As a result, a significant period of time may elapse between our research and development efforts and our realization of revenue, if any, from volume purchasing of our products by our customers.

We compete with major domestic and international semiconductor companies, many of which have substantially greater financial, technical, marketing, distribution, and other resources than we do. Many of our competitors have their own facilities for the production of semiconductor memory

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components and have recently added significant capacity for such production. Our low density memory products, which presently account for substantially all of our revenues, compete against products offered by Spansion (AMD/Fujitsu), Atmel, Intel, Macronix, STMicroelectronics, PMC and Winbond. Our medium-density memory products compete with products offered by Spansion, Intel, STMicroelectronics, Mitsubishi, Samsung, Sharp Electronics and Toshiba. If we are successful in developing our high-density products, these products will compete principally with products offered by Spansion (AMD/Fujitsu), Hynix, Intel, Renesas, Samsung, SanDisk, STMicroelectronics and Toshiba, as well as any new entrants to the market.

In addition, we may in the future experience direct competition from our foundry partners. We have licensed to our foundry partners the right to fabricate products based on our technology and circuit design, and to sell such products worldwide, subject to our receipt of royalty payments.

Competition may also come from alternative technologies such as ferroelectric random access memory devices, or FRAM, or other developing technologies.

The markets for our products are characterized by:

• rapidly changing technologies;
• evolving and competing industry standards;
• changing customer needs;
• frequent new product introductions and enhancements;
• increased integration with other functions; and
• rapid product obsolescence.

To develop new products for our target markets, we must develop, gain access to and use leading technologies in a cost-effective and timely manner and continue to expand our technical and design expertise. In addition, we must have our products designed into our customers' future products and maintain close working relationships with key customers in order to develop new products that meet their changing needs.

In addition, products for communications applications are based on continually evolving industry standards. Our ability to compete will depend on our ability to identify and ensure compliance with these industry standards. As a result, we could be required to invest significant time and effort and incur significant expense to redesign our products and ensure compliance with relevant standards. We believe that products for these applications will encounter intense competition and be highly price sensitive. While we are currently developing and introducing new products for these applications, we cannot assure you that these products will reach the market on time, will satisfactorily address customer needs, will be sold in high volume, or will be sold at profitable margins.

We cannot assure you that we will be able to identify new product opportunities successfully, develop and bring to market new products, achieve design wins or respond effectively to new technological changes or product announcements by our competitors. In addition, we may not be successful in developing or using new technologies or in developing new products or product enhancements that achieve market acceptance. Our pursuit of necessary technological advances may require substantial time and expense. Failure in any of these areas could harm our operating results.

We are highly dependent on Bing Yeh, our President, Chief Executive Officer and Chairman of our Board of Directors, as well as the other principal members of our management team and engineering staff. There is intense competition for qualified personnel in the semiconductor industry, in particular the highly skilled design, applications and test engineers involved in the development of flash memory technology. Competition is especially intense in Silicon Valley, where

33

our corporate headquarters is located. We may not be able to continue to attract and retain engineers or other qualified personnel necessary for the development of our business or to replace engineers or other qualified personnel who may leave our employ in the future. Our anticipated growth is expected to place increased demands on our resources and will likely require the addition of new management and engineering personnel and the development of additional expertise by existing management personnel. The failure to recruit and retain key design engineers or other technical and management personnel could harm our business.

We rely on a combination of patent, trade secrets, copyrights, mask work rights, nondisclosure agreements and other contractual provisions and technical measures to protect our intellectual property rights. Policing unauthorized use of our products, however, is difficult, especially in foreign countries. Litigation may continue to be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity. Litigation could result in substantial costs and diversion of resources and could harm our business, operating results and financial condition regardless of the outcome of the litigation. We own 128 patents in the United States relating to our products and processes, with expiration dates ranging from 2010 to 2023, and have filed for several more. In addition, we hold several patents in Europe and Canada, and have filed several foreign patent applications in Europe, Japan, Korea, Taiwan and Canada. We cannot assure you that any pending patent application will be granted. Our operating results could be harmed by the failure to protect our intellectual property.

Securities class action law suits are often brought against companies, particularly technology companies, following periods of volatility in the market price of their securities. Irrespective of the validity or the successful assertion of such claims, we could incur significant costs and management resources in defending against such claims.

In January and February 2005, multiple putative shareholder class action complaints were filed against us and certain directors and officers in the United States District Court for the Northern District of California, following our announcement of anticipated financial results for the fourth quarter of 2004. The complaints seek unspecified damages on alleged violations of federal securities laws during the period from March 22, 2004 to December 20, 2004. Consolidation and the appointment of a lead plaintiff are currently pending in these purported class actions.

In January and February 2005, following the filing of the putative class action lawsuits, multiple shareholder derivative complaints were filed in California Superior Court for the County of Santa Clara, purportedly on behalf of SST against certain directors and officers. The factual allegations of these complaints are substantially identical to those contained in the putative shareholder class actions filed in federal court. The derivative complaints assert claims for, among other things, breach of fiduciary duty and violations of the California Corporations Code.

Public announcements may hurt our stock price. During the course of lawsuits there may be public announcements of the results of hearings, motions, and other interim proceedings or developments in the litigation. If securities analysts or investors perceive these results to be negative, it could harm the market price of our stock.

Our litigation may be expensive, may be protracted and confidential information may be compromised. We have incurred certain costs associated with defending these matters, and at any time, additional claims may be filed against us, which could increase the risk, expense and duration of the litigation. Further, because of the amount of discovery required in connection with this type of litigation, there is a risk that some of our confidential information could be compromised by disclosure. For more information with respect to our litigation, please also see "Part II, Item 1 - Legal Proceedings."

Third parties may assert that our products infringe their proprietary rights, or may assert claims for indemnification resulting from infringement claims against us. Any such claims may cause

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us to delay or cancel shipment of our products or pay damages that could harm our business, financial condition and results of operations. In addition, irrespective of the validity or the successful assertion of such claims, we could incur significant costs in defending against such claims.

In the past we were sued both by Atmel Corporation and Intel Corporation regarding patent infringement issues and sued Winbond Electronics Corporation regarding our contractual relationship with them. Significant management time and financial resources have been devoted to defending these lawsuits. We settled with Intel in May 1999, with Winbond in October 2000, and the Atmel litigation is ongoing.

In addition to the Atmel, Intel and Winbond actions, we receive from time to time, letters or communications from other companies stating that such companies have patent rights that involve our products. Since the design of all of our products is based on SuperFlash technology, any legal finding that the use of our SuperFlash technology infringes the patent of another company would have a significantly negative effect on our entire product line and operating results. Furthermore, if such a finding were made, there can be no assurance that we could license the other company's technology on commercially reasonable terms or that we could successfully operate without such technology. Moreover, if we are found to infringe, we could be required to pay damages to the owner of the protected technology and could be prohibited from making, using, selling, or importing into the United States any products that infringe the protected technology. In addition, the management attention consumed by and legal cost associated with any litigation could harm our operating results.

Public announcements may hurt our stock price. During the course of lawsuits there may be public announcements of the results of hearings, motions, and other interim proceedings or developments in the litigation. If securities analysts or investors perceive these results to be negative, it could harm the market price of our stock.

Our litigation may be expensive, may be protracted and confidential information may be compromised. On April 8, 2002, a jury found that we willfully infringed Atmel's '811 and '829 patents, and awarded Atmel $20.0 million in actual damages. On May 7, 2002, the court entered judgment in the total amount of $36.5 million, which includes the original $20.0 million. The '811 and '829 patents expired in February 2002. Therefore, we are not precluded from selling any of our products. On December 12, 2003, we paid Atmel $37.8 million to satisfy the judgement plus statutory interest accrued during the appeal. The '903 patent case still remains open. The court found that we infringed the '903 patent but the jury was unable to unanimously decide whether the '903 is valid and a mistrial was declared. A settlement conference was originally scheduled for April 14, 2004 was rescheduled for September 7, 2004. No conclusion was reached during the settlement conference on September 7, 2004. A new trial date on the invalidity of the '903 patent has been scheduled for August 1, 2005. If we are not successful in reaching a settlement, litigation may continue to consume substantial amounts of our financial and managerial resources. We have incurred certain costs associated with defending this matter, and at any time Atmel may file additional claims against us, which could increase the risk, expense and duration of the litigation. Further, because of the substantial amount of discovery required in connection with this type of litigation, there is a risk that some of our confidential information could be compromised by disclosure. For more information with respect to our litigation, please also see "Part II, Item 1 - Legal Proceedings."

Our corporate headquarters are located in California near major earthquake faults. In addition, some of our suppliers are located near fault lines. In the event of a major earthquake or other natural disaster near our headquarters, our operations could be harmed. Similarly, a major earthquake or other natural disaster such as typhoon near one or more of our major suppliers, like the earthquakes in September 1999 and March 2002 or the typhoon in September 2001 that occurred in Taiwan, could potentially disrupt the operations of those suppliers, which could then limit the supply of our products and harm our business.

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A virus or viral outbreak in Asia could harm our business.

We derive substantially all of our revenues from Asia and our logistics center is located in Taiwan. A virus or viral outbreak in Asia, such as the SARS outbreak in early 2003, could harm the operations of our suppliers, distributors, logistics center and those of our end customer, which could harm our business.

Our design and process research and development facilities and our corporate offices are located in California, which is susceptible to power outages and shortages as well as increased energy costs. To limit this exposure, all corporate computer systems at our main California facilities are on battery back-up. In addition, all of our engineering and back-up servers and selected corporate servers are on generator back-up. While the majority of our production facilities are not located in California, more extensive power shortages in the state could delay our design and process research and development as well as increase our operating costs.

Our business has in the past experienced rapid growth which strained our internal systems and future growth will require us to continuously develop sophisticated information management systems in order to manage our business effectively. We recently implemented a supply-chain management system and a vendor electronic data interface system. There is no guarantee that these measures, in themselves, will be adequate to address any growth, or that we will be able to foresee in a timely manner other infrastructure needs before they arise. Our success depends on the ability of our executive officers to effectively manage our growth. If we are unable to manage our growth effectively, our results of operations will be harmed. If we fail to successfully implement new management information systems, our business may suffer severe inefficiencies that may harm the results of our operations.

A change in accounting standards or practices or a change in existing taxation rules or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and taxation rules and varying interpretations of accounting pronouncements and taxation practice have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.

For example, changes requiring that we record compensation expense in the statement of operations for stock options using the fair value method or changes in existing taxation rules related to stock options could have a significant negative effect on our reported results. The FASB has issued changes to generally accepted accounting principles in the United States that, when implemented in the first quarter of 2006, will require us to record charges to earnings for the stock options we grant.

Changing laws, regulations and standard relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and Nasdaq National Market rules are creating uncertainty for public companies. We continually evaluate and monitor developments with respect to new and proposed rules and cannot predict or estimate the amount of the additional costs we may incur or the timing of such costs. These new or changed laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we have invested resources to comply with evolving laws, regulations and

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standards, and this investment has resulted in increased general and administrative expenses and may result in a diversion of management time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and we may be harmed.

Under Section 404 of the Sarbanes-Oxley Act of 2002, we are required to evaluate and determine the effectiveness of our internal controls over financial reporting. We have dedicated a significant amount of time and resources to ensure compliance with this legislation for the year ended December 31, 2004 and will continue to do so for future fiscal periods. We may encounter problems or delays in completing the review and evaluation, the implementation of improvements and the receipt of a positive attestation, or any attestation at all, by our independent registered public accounting firm. Additionally, management's assessment of our internal control over financial reporting may identify deficiencies that need to be addressed in our internal control over financial reporting or other matters that may raise concerns for investors.

As of December 31, 2004, we did not maintain effective control over accounting for and review of the valuation of inventory, the income tax provision and related balance sheet accounts and licensing revenue because we lacked a sufficient complement of personnel with a level of accounting expertise that is commensurate with our financial reporting requirements. Specifically, we lacked sufficient controls over the write down of inventory to the lower of cost or market, accounting for complex licensing contracts with multiple elements, and processes and procedures related to the determination and review of the quarterly and annual tax provisions in accordance with generally accepted accounting principles in the United States. This control deficiency resulted in an audit adjustment to the 2004 consolidated financial statements related to the write-down of inventory to the lower of cost or market. Because of this material weakness, our management concluded that, as of December 31, 2004, we did not maintain effective internal control over financial reporting based on those criteria. As a result, PricewaterhouseCoopers LLP, issued an adverse opinion with respect to our internal control over financial reporting and their report is included in our Annual Report on Form 10-K for the year ended December 31, 2004. We have taken measures designed to address this material weakness as further discussed in "Part I - Item 4. Controls and Procedures."

Should we, or our independent registered public accounting firm, determine in future fiscal periods that we have additional material weaknesses in our internal control over financial reporting, the reliability of our financial reports may be impacted, and our results of operations or financial condition may be harmed and the price of our common stock may decline.

In September 2004 we acquired majority ownership in Emosyn, in November 2004 we acquired substantially all of the assets of G-Plus and in April 2005, we entered into a Share Purchase Agreement to acquire all of the outstanding capital stock of Actrans. We expect to continue to evaluate and consider a wide array of potential strategic transactions, including business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets, including interests in our existing subsidiaries and joint ventures. At any given time we may be engaged in discussions or negotiations with respect to one or more of such transactions. Any of such transactions could be material to our financial condition and results of operations. There is no assurance that any such discussions or negotiations will result in the consummation of any transaction. The process of integrating any acquired business may create unforeseen operating difficulties and expenditures and is itself risky. The areas where we may face difficulties include:

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• declining employee morale and retention issues resulting from changes in compensation, reporting relationships, future prospects, or the direction of the business;
• the need to integrate each company's accounting, management information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;
• the need to implement controls, procedures and policies appropriate for a public company at companies that prior to acquisition had lacked such controls, procedures and policies; and in some cases, the need to transition operations onto our platforms.

International acquisitions involve additional risks, including those related to integration of operations across different cultures and languages, currency risks, and the particular economic, political, and regulatory risks associated with specific countries. Moreover, we may not realize the anticipated benefits of any or all of our acquisitions. As a result of future acquisitions or mergers, we might need to issue additional equity securities, spend our cash, or incur debt, contingent liabilities, or amortization expenses related to intangible assets, any of which could reduce our profitability and harm our business.

Substantially all of our products, as well as all new products currently under design, are stand-alone flash memory devices or devices embedded with flash memory. A memory technology other than SuperFlash may be adopted as an industry standard. Our competitors are generally in a better financial and marketing position than we are from which to influence industry acceptance of a particular memory technology. In particular, a primary source of competition may come from alternative technologies such as FRAM devices if such technology is commercialized for higher density applications. To the extent our competitors are able to promote a technology other than SuperFlash as an industry standard, our business will be seriously harmed.

 

                                                                             Carrying  Interest
                                                                               Value     Rate
                                                                             --------- --------
 
  Cash and cash equivalents - variable rate................................ $  30,186      0.3%
  Short-term available-for-sale investments - fixed rate...................    45,030      2.7%
  Long-term available-for-sale investments (1 to 2 years) - fixed rate.....        --       --
                                                                             ---------
                                                                            $  75,216      1.8%
                                                                             =========